GREEN CENTURY FUNDS, 485BPOS, 1997-10-03

GREEN CENTURY FUNDS
485BPOS, 1997-10-03

Previous: CROWN ENERGY CORP, DEF 14A, 1997-10-03

Next: FIRST TRUST COMBINED SERIES 143, 497J, 1997-10-03

<PAGE> 1

As filed with the Securities and Exchange Commission on October 3, 1997

Securities Act Registration No. 33-41692
Investment Company Act Registration No. 811-06351

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. ____ [ ]

Post-Effective Amendment No. 9 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 12 [X]

(Check appropriate box or boxes)

GREEN CENTURY FUNDS
(Exact Name of Registrant as Specified in Charter)
29 Temple Place, Suite 200
Boston, Massachusetts 02111
(Address of Principal Executive Offices)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 617-482-0800

Kristina A. Curtis, Green Century Capital Management, Inc.
29 Temple Place, Boston, Massachusetts 02111
(Name and Address of Agent for Service)

Copy to:
Randy M. Pavlick, Sunstone Financial Group, Inc.
207 E. Buffalo Street, Milwaukee, Wisconsin 53202

Registrant has registered an indefinite number of its shares of beneficial
interests under the Securities Act of 1933 and filed its required Rule 24f-2
Notice for Registrant's fiscal years ending June 30, 1997 (Balanced Fund) and
July 31, 1997 (Equity Fund) on August 29, 1997.

It is proposed that this filing will become effective:

( X ) immediately upon filing pursuant to paragraph (b)
( ) on (date) pursuant to paragraph (b)
( ) 60 days after filing pursuant to paragraph (a)(i)
( ) on (date) pursuant to paragraph (a)(i)
( ) 75 days after filing pursuant to paragraph (a)(ii)
( ) on (date) pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:
( ) this Post-Effective Amendment designates a new effective
date for a previously filed Post-Effective Amendment.

Domini Social Index Portfolio has also executed this Registration Statement.

<PAGE> 2
GREEN CENTURY FUNDS

CROSS REFERENCE SHEET

(Pursuant to Rule 481 showing the location in the Prospectus and the
Statement of Additional Information of the responses to the Items of Parts A
and B of Form N-1A).

Caption or Subheading in Prospectus
Item No. on Form N-1A or Statement of Additional Information
- --------------------- --------------------------------------

PART A - INFORMATION REQUIRED IN PROSPECTUS

1. Cover Page Cover Page

2. Synopsis Fee Information; Supplement

3. Condensed Financial Information Financial Highlights; Supplement

4. General Description of Registrant Cover Page; Investment Objectives,
Policies and Risk Factors; Green
Century Funds Environmental
Standards; Organization and
Management of the Funds; Supplement

5. Management of the Fund Organization and Management of the
Funds; Supplement

5A. Management's Discussion of Fund
Performance *

6. Capital Stock and Other Securities Cover Page; Your Account; Shareholder
and Account Policies

7. Purchase of Securities Being Offered Your Account; Shareholder and Account
Policies

8. Redemption or Repurchase Your Account; Shareholder and Account
Policies

9. Legal Proceedings *

<PAGE> 3

PART B - INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information and History * *

13. Investment Objectives and Policies Investment Objectives, Risks and
Policies; Investment Restrictions

14. Management of the Fund Trustees, Officers and Advisory Board

15. Control Persons and Principal Trustees, Officers and Advisory Board
Holders of Securities

16. Investment Advisory and Other Investment Advisers; Administrator,
Services Transfer Agent and Custodian, and
Expenses

17. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Policies Commissions

18. Capital Stock and Other Securities Description of Shares, Voting Rights
and Liabilities

19. Purchase, Redemption and Pricing of Net Asset Value; Redemption in Kind;
Securities Being Offered Additional Information

20. Tax Status Federal Taxes

21. Underwriters Distribution Plan

22. Calculation of Performance Data Performance Advertising

23. Financial Statements Financial Statements

PART C - OTHER INFORMATION
- --------------------------

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C of this registration statement.

- -------------------------
* Answer negative or inapplicable.
* * Complete answer to Item is contained in the Prospectus.

<PAGE> 4

EXPLANATORY NOTE

This Post-Effective Amendment No. 9 (the "Amendment") to the Registrant's
Registration Statement on Form N-1A is being filed with respect to the Green
Century Balanced Fund and the Green Century Equity Fund (formerly, the Green
Century Growth Fund) (the "Funds"), each a series of the Green Century Funds.
The Amendment incorporates by reference in its entirety Part A of
Post-Effective Amendment No. 7 to the Registrant's Registration Statement on
Form N-1A filed with the Securities and Exchange Commission on September 11,
1995 as if set forth here in full. The Amendment is being filed pursuant to
Rule 485(b) under the Securities Act of 1933, as amended, for the purpose of
updating the Funds' and the Domini Social Index Portfolio's audited financial
statements, adding exhibits and making certain non-material changes.

<PAGE> 5
GREEN CENTURY FUNDS

SUPPLEMENT DATED OCTOBER 3, 1997
TO PROSPECTUS DATED SEPTEMBER 11, 1995
(THIS SUPPLEMENT SUPERSEDES THE SUPPLEMENTS DATED
OCTOBER 31, 1996, JULY 7, 1997 AND SEPTEMBER 7, 1997)

1. The date of the Prospectus is amended to October 3, 1997.

2. The current Statement of Additional Information is dated October 3, 1997.

3. The subsection "Annual Operating Expenses" in the Expense Table in the
section "FEE INFORMATION" is hereby amended as follows:

<TABLE>
<CAPTION>
BALANCED EQUITY
FUND FUND
------ ------
<S> <C> <C>
Annual Operating Expenses
Investment Advisory Fees ................ 0.75% 0.125%
Rule 12b-1 (Distribution) Fees .......... 0.25%* 0.000%
Other Expenses
Administrative Services Fees ......... 1.50% 1.325%
Expense Payment and Sponsorship Fees . 0.00% 0.050%
---- -----
Total Operating Expenses ................ 2.50% 1.500%
</TABLE>

*The Balanced Fund's Rule 12b-1 (distribution) fee will not exceed
0.25% per annum of the Balanced Fund's average net assets on an annual
basis. Because of the distribution fee, long-term shareholders in the
Balanced Fund may pay more than the equivalent of the maximum
permitted front-end sales charge.

4. The last paragraph of the section "FEE INFORMATION" is hereby amended as
follows:

The above information reflects the expenses incurred by the Balanced Fund
for its fiscal year ended June 30, 1997. The Annual Operating Expenses for
the Equity Fund have been restated to reflect fees currently in effect.
Green Century Capital Management, Inc. ("Green Century Capital
Management"), the investment adviser (the "Adviser") of the Balanced Fund
and administrator (the "Administrator") of each Fund, has agreed to pay the
total operating expenses of the Funds, excluding interest, taxes, brokerage
costs and other capital expenses and any extraordinary expenses, which
exceed (i) 1.50% of the Equity Fund's average net assets, and (ii) 2.50% of
the Balanced Fund's average net assets up to $30 million, 2.25% on its
average net assets from $30 million to $100 million, and 1.75% on the
Balanced Fund's average net assets in excess of $100 million.

Annual Fund Operating Expenses for the Equity Fund summarize the charges of
the Equity Fund and the Index Portfolio. Pursuant to a Sponsorship
Agreement between the Index Portfolio and Kinder, Lydenberg, Domini & Co.,
Inc. ("KLD"), KLD pays the ordinary operating expenses of the Index
Portfolio including the investment advisory and management fees, but
excluding the sponsorship fee, brokerage fees and commissions, interest,
taxes and extraordinary expenses. Under this arrangement, KLD receives
fees from the Index Portfolio at an annual rate equal to 0.20% of the
average daily net assets of the Index Portfolio. KLD has entered into an
Administrative Services Agreement with Signature Broker-Dealer Services,
Inc. ("Signature") pursuant to which Signature provides certain
administrative services to the Index Portfolio. For these services, KLD
pays Signature a fee accrued daily at the annual rate equal to 0.025% of
the average daily net assets of the Index Portfolio. See "ORGANIZATION AND
MANAGEMENT OF THE FUNDS."

<PAGE> 6

5. The first sentence of the section "FINANCIAL HIGHLIGHTS" is hereby
amended as follows:

The following information has been audited by KPMG Peat Marwick LLP,
independent auditors, whose report thereon appears in the Annual Report
which is incorporated by reference in the Statement of Additional
Information and which may be obtained free of charge. Information for the
Balanced Fund prior to July 1, 1995, was audited by other independent
auditors.

6. The following figures for the fiscal years ended June 30, 1996 and 1997
are inserted in the "FINANCIAL HIGHLIGHTS" section into the financial
highlights table for the Green Century Balanced Fund to the left of the
respective figures for June 30, 1995:

<TABLE>
<CAPTION>
For The For The
Year Ended Year Ended
June 30, 1997 June 30, 1996
------------- -------------
<S> <C> <C>
Net Asset Value, beginning of period ....................... $13.34 $11.03
Income from investment operations:
Net investment income ................................... 0.12 0.10
Net realized and unrealized gain (loss) on investments .. 1.77 2.31
------ ------
Total increase from investment operations .................. 1.89 2.41
------ ------
Less dividends:
Dividends from net investment income .................... (0.10) (0.10)
Dividends from net realized gains ....................... (1.60) --
------ ------
Total decrease from dividends and distributions ............ (1.70) (0.10)
------ ------
Net Asset Value, end of period ............................. $13.53 $13.34
====== ======
Total return ............................................... 15.22% 21.98%
Ratios/supplemental data
Net Assets, end of period (in 000's) .................... $11,022 $8,215
Ratio of expenses to average net assets ................. 2.50% 2.50%
Ratio of net investment income to average net assets .... 0.94% 0.85%
Portfolio turnover ...................................... 109% 136%
Average commission rate paid per share .................. $0.0646 $0.0628
</TABLE>

<PAGE> 7

7. The following figures for the period September 13, 1995 (commencement of
operations) to July 31, 1996 and for the fiscal year ended July 31, 1997
replace the financial highlights table for the Green Century Equity Fund
in the "FINANCIAL HIGHLIGHTS" section:

For the Period
For The September 13, 1995
Year Ended (commencement of operations)
July 31, 1997 to July 31, 1996
------------- ----------------
<S> <C> <C>
Net Asset Value, beginning of period ..................... $11.04 $10.00
Income from investment operations:
Net investment income ................................. 0.02 0.02
Net realized and unrealized gain on investment ........ 5.84 1.04
------ ------
Total increase from investment operations ................ 5.86 1.06
------ ------
Less dividends:
Dividends from net investment income .................. (0.03) (0.02)
Dividends from net realized gains ..................... (0.01)
------ ------
Total decrease from dividends and distributions .......... (0.04) (0.02)
------ ------
Net Asset Value, end of period ........................... $16.86 $11.04
====== ======
Total return ............................................. 53.14% 10.64% (a)

Ratios/supplemental data
Net Assets, end of period (in 000's) .................. $5,275 $880
Ratio of expenses to average net assets ............... 1.50% 1.50% (b)
Ratio of net investment income to average net assets .. 0.07% 0.49% (b)
</TABLE>

(a) Not annualized. (b) Annualized.

8. The following figures replace the annualized total rate of return table
for the Green Century Equity Fund in the "FINANCIAL HIGHLIGHTS" section:

<TABLE>
<S> <C> <C> <C> <C>
1 Year 3 Years 5 Years Inception*
(as of 7/31/97) (as of 7/31/97) (as of 7/31/97) to 7/31/97
Annualized Total Rate of Return** 53.14% 29.52% 19.36% 17.49%
</TABLE>

* The Index Portfolio commenced investment operations on June 3, 1991.
** The Green Century Equity Fund, which commenced investment operations in
September, 1995, invests all of its assets in an existing separate
registered investment company which has the same investment objective as
the Fund (the "Index Portfolio"). Consistent with regulatory guidance,
performance for the period prior to the Fund's inception reflects the
performance of the Index Portfolio adjusted to reflect the deduction of
the charges and expenses of the Fund.

9. The fifth, sixth and seventh sentences in the third paragraph of the
section "ADDITIONAL INFORMATION ON THE HUB AND SPOKE INVESTMENT FUND
STRUCTURE" are hereby amended as follows:

The Trustees of the Equity Fund have adopted the following policy with
respect to voting shares of the Index Portfolio: Whenever the Equity Fund
is requested to vote on a matter pertaining to the Index Portfolio, the
Trustees of the Equity Fund will, in their discretion and in accordance
with applicable law, either seek instructions from shareholders of the
Equity Fund and vote the shares only in accordance with such instructions,
or vote the shares held by the Equity Fund in the same proportion as the
vote of all other holders of shares in the Index Portfolio.

<PAGE> 8

Whenever the Trustees determine to seek the instructions of the Equity Fund
shareholders, the Equity Fund will hold a meeting of its shareholders and,
at the meeting of investors in the Index Portfolio, the Equity Fund will
cast all of its votes in the same proportion as the votes of the Equity
Fund's shareholders. Equity Fund shareholders who do not vote will not
affect the Equity Fund's votes at the Index Portfolio meeting. Shares of
the Equity Fund for which no voting instructions have been received will be
voted by the Trustees in the same proportion as the shares for which it
receives voting instructions.

10. The fourth sentence of the third paragraph of the subsection "The Green
Century Balanced Fund Investment Objectives" in the "INVESTMENT
OBJECTIVES, POLICIES AND RISK FACTORS" section is hereby amended as
follows:

As of June 30, 1997, 26.15% of the net assets of the Fund were invested in
below investment grade securities.

11. The following paragraph is added at the end of the subsection "The Green
Century Balanced Fund Investment Objectives" in the "INVESTMENT
OBJECTIVES, POLICIES AND RISK FACTORS" section:

The portfolio turnover rate is the ratio of the lesser of sales or
purchases to the monthly average value of the portfolio (excluding from
both the numerator and the denominator all securities with maturities at
the time of acquisition of one year or less). Higher levels of Fund
activity result in higher transaction costs and may also result in taxes on
realized gains to be borne by the Fund's shareholders. Purchases and sales
are made for the Fund whenever necessary, in management's opinion, to meet
the Fund's objective. The portfolio turnover rate of the Balanced Fund for
the fiscal years ended June 30, 1995, 1996 and 1997 were 16%, 136% and
109%, respectively. The higher portfolio turnover for the fiscal year
ended June 30, 1996 was due, in part, to the restructuring effort by
Winslow, which became the Subadviser of the Balanced Fund on July 1, 1995.
Winslow repositioned the equity portion of the Fund's portfolio so as to
emphasize investments in securities of environmentally proactive growth
companies. Winslow repositioned the fixed income portion of the Fund's
portfolio by reducing holdings of Treasury securities and increasing
holdings of environmentally responsible corporate debt securities.

12. The second sentence of the fifth paragraph of the subsection "The Green
Century Equity Fund Investment Objectives" in the "INVESTMENT OBJECTIVES,
POLICIES AND RISK FACTORS" section is hereby amended as follows:

The annual portfolio turnover rates of the Index Portfolio for the fiscal
years ended July 31, 1995, 1996 and 1997 were 6%, 5% and 1%, respectively.

13. The third sentence of the subsection "Green Century Capital Management,
Inc. - Administrator" in the section "ORGANIZATION AND MANAGEMENT OF THE
FUNDS" is hereby amended as follows:

For such administrative services, the Administrator receives a fee from the
Balanced Fund at a rate such that immediately following any payment to the
Administrator, the total operating expenses of the Balanced Fund (including
investment advisory and distribution fees), on an annual basis, do not
exceed 2.50% of the Balanced Fund's average daily net assets up to $30
million, 2.25% on average net assets from $30 million to $100 million, and
1.75% on average net assets in excess of $100 million. The Administrator
receives a fee from the Equity Fund at a rate such that immediately
following any payment to the Administrator, the combined total operating
expenses of the Fund and the Index Portfolio (including investment advisory
fees and any amortization of organization expenses), on an annual basis, do
not exceed 1.50% of the Fund's average daily net assets.

<PAGE> 9

14. The third sentence of the third paragraph of the subsection "Winslow
Management Company, a Division of Eaton Vance Management" in the
"ORGANIZATION AND MANAGEMENT OF THE FUNDS" section is hereby amended as
follows:

As of June 30, 1997, Winslow had $80 million in assets under management and
Winslow and Eaton Vance, collectively, have $20 billion in assets under
management. Jackson W. Robinson provides the day-to-day investment
management for the Balanced Fund, and has provided such services for the
Balanced Fund since July 1, 1995. Mr. Robinson has served as President of
Winslow since 1984.

15. The first sentence of the second paragraph of the subsection "Kinder,
Lydenberg, Domini & Co., Inc. - Investment Adviser" in the "ORGANIZATION
AND MANAGEMENT OF THE FUNDS" section is hereby replaced with the
following:

Pursuant to a Sponsorship Agreement dated November 6, 1996, KLD pays the
ordinary operating expenses of the Index Portfolio (other than brokerage
fees and commissions, interest, taxes and extraordinary expenses) and
provides the Index Portfolio with administrative personnel and services
necessary to operate the Index Portfolio. In addition to general
administrative services, such services include answering questions from the
general public and the media regarding the securities holdings of the Index
Portfolio. For these services and facilities, KLD receives fees computed
and paid monthly from the Index Portfolio at an annual rate of 0.20% of the
average daily net assets of the Index Portfolio for the Index Portfolio's
then-current fiscal year.

Pursuant to an Administrative Services Agreement between Signature and KLD,
KLD has engaged Signature to provide certain administrative services to the
Index Portfolio. In such capacity, Signature performs certain
administrative services requested by KLD. See "Signature Broker-Dealer
Services, Inc."

16. The second sentence of the first paragraph of the subsection "Mellon
Equity Associates - Investment Manager" in the "ORGANIZATION AND
MANAGEMENT OF THE FUNDS" section is hereby amended as follows:

Mellon Equity is a Pennsylvania business trust whose beneficial owners are
Mellon Bank N.A. and MMIP, Inc.

17. The fourth sentence of the first paragraph of the subsection "Mellon
Equity Associates - Investment Manager" in the "ORGANIZATION AND
MANAGEMENT OF THE FUNDS" section is hereby amended as follows:

As of June 30, 1997, Mellon Equity had approximately $14.4 billion in
assets under management.

<PAGE> 10

18. The second paragraph of the subsection "Mellon Equity Associates -
Investment Manager" in the "ORGANIZATION AND MANAGEMENT OF THE FUNDS"
section is hereby amended as follows:

Under the current management agreement, the Index Portfolio pays Mellon
Equity an investment management fee equal on an annual basis to 0.10% of
the Index Portfolio's average daily net assets, on an annualized basis for
the Index Portfolio's then-current fiscal year. Prior to October 4, 1996,
the Index Portfolio paid Mellon Equity an investment management fee equal
on an annual basis to the following percentages of the Index Portfolio's
average daily net assets for its then-current fiscal year: 0.10% of assets
up to $50 million; 0.30% of assets between $50 million and $100 million;
0.20% of assets between $100 million and $500 million; and 0.15% of assets
over $500 million.

19. The subsection Signature Broker-Dealer Services, Inc. in the
"ORGANIZATION AND MANAGEMENT OF THE FUNDS" section is hereby supplemented
as follows:

Effective July 7, 1997, Sunstone Financial Group, Inc. ("Sunstone")
replaced Signature Broker-Dealer Services, Inc. as the sub-administrator of
the Funds. As sub-administrator, Sunstone is responsible for conducting
certain administrative services (which include clerical, regulatory and
other services) for the Funds subject to the supervision and direction of
the Funds' Administrator, Green Century Capital Management, Inc. Sunstone
receives a fee from the Administrator (not the Funds) for its
administrative services on behalf of the Administrator, which fee is based
on each Fund's average net assets at the annual rate of 0.175% on the first
$50,000,000 of average net assets, 0.105% on the next $50,000,000, 0.075%
on the next $50,000,000, and 0.050% on average net assets in excess of
$150,000,000, subject to an annual minimum for each Fund of $35,000 in the
first year, $40,000 in the second year, and $50,000 in the third year. The
minimum annual fee increases 6.0% each year after year three. Sunstone does
not act or serve in any capacity with respect to the Index Portfolio.

Also effective July 7, 1997, Sunstone Distribution Services, LLC ("Sunstone
Distribution Services"), an affiliate of Sunstone, replaced Signature as
the distributor of the Funds. Sunstone Distribution Services, as the
distributor of the Funds, acts as the agent of each Fund in connection with
the offering of shares of the Funds.

Sunstone Financial Group, Inc. and its affiliates provide administration,
transfer agent and/or distribution services to 17 fund families
representing over $9 billion in assets as of August 31, 1997.

20. The third sentence of the second paragraph of the subsection "Signature
Broker-Dealer Services, Inc. - Subadministrator" in the "ORGANIZATION AND
MANAGEMENT OF THE FUNDS" section is hereby amended as follows:

For these services, since November 6, 1996, KLD pays to Signature a fee
computed daily and paid monthly at an annual rate equal to 0.025% of the
average daily net assets of the Index Portfolio, for the Index Portfolio's
then-current fiscal year. For its services, for the period from October 4,
1996 until November 6, 1996, Signature received fees computed daily and
paid monthly from the Index Portfolio at an annual rate equal to 0.025% of
the average daily net assets of the Index Portfolio for the Index
Portfolio's then-current fiscal year. Prior to October 4, 1996, Signature
received administrative fees computed daily and paid monthly from the Index
Portfolio at an annual rate equal to 0.05% of the average daily net assets
of the Index Portfolio for its then-current fiscal year.

21. The section "ORGANIZATION AND MANAGEMENT OF THE FUNDS" is hereby
supplemented as follows:

<PAGE> 11

Mellon Equity to manage the investments of the Index Portfolio on a day to
day basis. With respect to this matter, the Trustees of the Green Century
Funds have determined that it is appropriate to vote the shares of the
Index Portfolio held by the Equity Fund which it is entitled to vote in the
same proportion as the vote of all other holders of shares in the Index
Portfolio. As of August 28, 1997, the Equity Fund held 1.89% of the shares
of the Index Portfolio.

22. The second sentence of the subsection "Investors Bank & Trust Company -
Transfer Agent and Custodian" in the "ORGANIZATION AND MANAGEMENT OF THE
FUNDS" section is hereby amended as follows:

As of June 30, 1997, IBT had approximately $145 billion in assets under
custody and provided services for approximately 1,750 mutual funds.

23. The subsections entitled "Tait, Weller & Baker - Auditors" and "KPMG Peat
Marwick LLP - Auditors" in the "ORGANIZATION AND MANAGEMENT OF THE FUNDS"
section are hereby amended as follows:

Auditors - KPMG Peat Marwick LLP are the independent auditors of the Green
Century Funds and the Index Portfolio. Their address is 99 High Street,
Boston, MA 02110.

24. The list of Trustees in the subsection "Green Century Funds Board of
Trustees" in the "ORGANIZATION AND MANAGEMENT OF THE FUNDS" section is
hereby amended to delete Gina Collins and add Douglas H. Phelps,
Chairperson, U.S. Public Interest Research Group.

25. The following is hereby added to the end of the subsection "Calculation
of Total Return and Yield" in the "SHAREHOLDER AND ACCOUNT POLICIES"
section:

The Fund's performance may also be used from time to time in shareholder
reports or other communications to shareholders or prospective investors.
Performance figures are based on historical earnings and are not intended
to indicate future performance. Performance information may include the
Funds' investment results and/or comparisons of its investment results to
other investments or relevant indices, including data from Lipper
Analytical Services, Morningstar Inc., Standard & Poor's 500 Composite
Stock Price Index, Franklin's Insight and other industry publications. The
annual report of the Funds contains performance information and is made
available to investors upon request and without charge. Performance
information may include comparisons of the Funds' investment results to
investments for which reliable performance data is available. Performance
information may also include comparisons to averages, performance rankings
or other information prepared by recognized mutual fund statistical
services.

26. The last sentence of the subsection "Description of Shares, Voting Rights
and Liabilities" in the section "SHAREHOLDER AND ACCOUNT POLICIES" is
hereby deleted.

27. The following is hereby incorporated in to the Prospectus as the last
subsection of the section "SHAREHOLDER AND ACCOUNT POLICIES":

FINANCIAL INTERMEDIARIES

From time to time, Green Century Capital Management enters into contracts
with banks, brokers and other financial intermediaries ("Financial
Intermediaries") pursuant to which a customer of the Financial Intermediary
may place purchase orders for Fund shares through that Financial
Intermediary which holds such shares in its name on behalf of that
customer. Pursuant to such contract, each Financial Intermediary as agent
with respect to shareholders of and prospective investors in the Funds who
are customers of that Financial Intermediary, among other things: provides
necessary personnel and facilities to establish and maintain certain
shareholders accounts and records enabling it to hold, as agent, its
customers' shares in its

<PAGE> 12

name or its nominee name on the shareholder records of the Green Century
Funds; assists in processing purchase and redemption transactions; arranges
for the wiring of funds; transmits and receives funds in connection with
customer orders to purchase or redeem shares of the Funds; provides
periodic statements showing a customer's account balance and, to the extent
practicable, integrates such information with information concerning other
customer transactions otherwise effected with or through it; furnishes,
either separately or on an integrated basis with other reports sent to a
customer, monthly and annual statements and confirmations of all purchases
and redemptions of Fund shares in a customer's account; transmits proxy
statements, annual reports, updated prospectuses and other communications
from the Green Century Funds to its customers; and receives, tabulates and
transmits to the Green Century Funds proxies executed by its customers with
respect to meetings of shareholders of the Funds. For these services, the
Financial Intermediary receives such fees from Green Century Capital
Management as may be agreed upon from time to time between Green Century
Capital Management and such Financial Intermediary.

An investor who has an account with a Financial Intermediary may place
purchase orders for Fund shares with the Green Century Funds through that
Financial Intermediary. Each Financial Intermediary may establish and
amend from time to time a minimum initial and a minimum subsequent purchase
requirement for its customers. A transaction or other fee may be charged
by a Financial Intermediary on the purchase of Fund shares.

Each Financial Intermediary may establish its own policy with respect to
the reinvestment of dividends and capital gains distributions in additional
Fund shares.

Shares held by a Financial Intermediary on behalf of a shareholder must be
redeemed through that Financial Intermediary. A transaction or other fee
may be charged by a Financial Intermediary on the redemption of Fund
shares.

<PAGE> 13

STATEMENT OF ADDITIONAL INFORMATION

GREEN CENTURY FUNDS

29 Temple Place, Suite 200, Boston, Massachusetts 02111

Green Century Funds (the "Trust") offers two separate series (each, a "Fund"),
each with its own investment objective. Each series pursues its respective
investment objective through investments consistent with the Trust's commitment
to environmental responsibility. The GREEN CENTURY BALANCED FUND (the
"Balanced Fund") seeks capital growth and income from a diversified portfolio
of stocks and bonds. The GREEN CENTURY EQUITY FUND (the "Equity Fund") seeks
long-term total return from a diversified portfolio of stocks which corresponds
to the total return performance of the "Domini Social IndexSM" (the "Social
Index"), an index comprised of stocks selected based upon environmental and
social criteria. The Equity Fund seeks to achieve its investment objective by
investing all of its investable assets (the "Assets") in the Domini Social
Index Portfolio (the "Index Portfolio"), a diversified open-end management
investment company having the same investment objective as the Equity Fund.
The Index Portfolio invests in the common stocks included in the Social Index.
There can be no assurance that the investment objective of each Fund will be
achieved.

This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Trust's Prospectus dated October 3, 1997, a
copy of which may be obtained from the Trust at the address noted above. Terms
used but not defined herein, but which are defined in the Prospectus, are used
as defined in the Prospectus.

Table of Contents Page
----------------- ----
<S> <C>
Investment Objectives, Risks and Policies . . . . . . . . . . . .
History of Green Century Funds and Green Century . . . . . . . . .
Capital Management Shareholder Activism . . . . . . . . . . . . .
Investment Restrictions . . . . . . . . . . . . . . . . . . . . .
Trustees, Officers and Advisory Board . . . . . . . . . . . . . .
Investment Advisers . . . . . . . . . . . . . . . . . . . . . . .
Administrator, Transfer Agent and Custodian,
and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . .
Distribution Plan . . . . . . . . . . . . . . . . . . . . . . . .
Net Asset Value; Redemption in Kind . . . . . . . . . . . . . . .
Performance Advertising . . . . . . . . . . . . . . . . . . . . .
Federal Taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Description of Shares, Voting Rights and Liabilities . . . . . . .
Portfolio Transactions and Brokerage Commissions . . . . . . . . .
Independent Auditors and Experts . . . . . . . . . . . . . . . . .
Additional Information . . . . . . . . . . . . . . . . . . . . . .
Financial Statements . . . . . . . . . . . . . . . . . . . . . . .
Appendix - Description of Securities Ratings . . . . . . . . . . .
</TABLE>

The date of this Statement of Additional Information is October 3, 1997.

<PAGE> 14

INVESTMENT OBJECTIVES, RISKS AND POLICIES

The following supplements the information contained in the Prospectus
concerning the investment objective, policies and techniques of the Funds and
the Index Portfolio.

BALANCED FUND

U.S. Government Agency Obligations--The Fund will invest in
obligations issued or guaranteed by U.S. Government agencies, authorities or
instrumentalities, some of which are backed by the full faith and credit of the
U.S. Government (i.e., direct pass-through certificates of the Government
National Mortgage Association ("GNMA")), some of which are supported by the
right of the issuer to borrow from the U.S. Government (i.e., obligations of the
Federal Home Loan Banks) and some of which are backed only by the credit of the
issuer itself (i.e., obligations of the Student Loan Marketing Association).

Repurchase Agreements--Repurchase agreements may be entered into for the
Fund only with selected banks or broker-dealers. This is an agreement in which
the seller (the "Lender") of a security agrees to repurchase from the Fund the
security sold at a mutually agreed upon time and price. As such, it is viewed
as the lending of money to the Lender. The resale price normally is in excess
of the purchase price, reflecting an agreed upon interest rate. The rate is
effective for the period of time assets of the Fund are invested in the
agreement and is not related to the coupon rate on the underlying security. The
period of these repurchase agreements will usually be short, from overnight to
one week. The securities which are subject to repurchase agreements, however,
may have maturity dates in excess of one year from the effective date of the
repurchase agreement. The Fund will always receive as collateral securities
whose market value (which is marked to the market daily), including accrued
interest, will be at least equal to 100% of the dollar amount invested on behalf
of the Fund in each agreement along with accrued interest. Payment for such
securities will be made for the Fund only upon physical delivery or evidence of
book entry transfer to the account of the Trust's custodian. If the seller
under a repurchase agreement becomes insolvent, the Fund's right to dispose of
the securities may be restricted. In the event of the commencement of
bankruptcy or insolvency proceedings with respect to the seller of the security
before repurchase of the security under a repurchase agreement, the Fund may
encounter delay and incur costs before being able to sell the security. If the
Lender defaults, the Fund might incur a loss if the value of the collateral
securing the repurchase agreement declines and might incur disposition costs in
connection with liquidating the collateral. In addition, if bankruptcy
proceedings are commenced with respect to the Lender, realization upon the
collateral on behalf of the Fund may be delayed or limited in certain
circumstances. The Lender may also fail to repurchase the obligations.
Repurchase agreements are considered collateralized loans under the Investment
Company Act of 1940, as amended (the "1940 Act").

A repurchase agreement with more than seven days to maturity may not be
entered into for the Fund if, as a result, more than 15% of the market value of
the Fund's net assets would be invested in such repurchase agreements together
with any illiquid securities that the Fund may hold. The Balanced Fund has no
current intention to invest more than 5% of its net assets in repurchase
agreements.

<PAGE> 15

Certificates of Deposit--The Fund may invest in certificates of
deposit of large domestic or foreign banks (i.e., banks which at the time of
their most recent annual financial statements show total assets in excess of
one billion U.S. dollars or the equivalent thereof) and certificates of deposit
of smaller banks as described below. Although the Trust recognizes that the
size of a bank is important, this fact alone is not necessarily indicative of
its creditworthiness. Investment in certificates of deposit issued by foreign
banks or foreign branches of domestic banks involves investment risks that are
different in some respects from those associated with investment in
certificates of deposit issued by domestic banks, including the possible
imposition of withholding taxes on interest income, the possible adoption of
foreign governmental restrictions which might adversely affect the payment of
principal and interest on such certificates of deposit, or other adverse
political or economic developments. In addition, it might be more difficult to
obtain and enforce a judgment against a foreign bank or a foreign branch of a
domestic bank. (See "Foreign Securities".)

The Fund may also invest in certificates of deposit issued by banks and
savings and loan institutions which had at the time of their most recent annual
financial statements total assets of less than one billion dollars, provided
that (i) the principal amounts of such certificates of deposit are insured by an
agency of the U.S. Government, (ii) at no time will the Fund hold more than
$100,000 principal amount of certificates of deposit of any one such bank, and
(iii) at the time of acquisition, no more than 10% of the Fund's assets (taken
at current value) are invested in certificates of deposit of such banks having
total assets not in excess of one billion dollars.

When-Issued Securities--The Fund may purchase securities offered on a
"when-issued" or "forward delivery" basis. When so offered, the price, which is
generally expressed in yield terms, is fixed at the time the commitment to
purchase is made, but delivery and payment for the when-issued or forward
delivery securities take place at a later date. During the period between
purchase and settlement, no payment is made by the purchaser to the issuer and
no interest on the when-issued or forward delivery security accrues to the
purchaser. While when-issued or forward delivery securities may be sold prior
to the settlement date, it is intended that the Fund will purchase such
securities with the purpose of actually acquiring them unless a sale appears
desirable for investment reasons. At the time the Fund makes the commitment to
purchase a security on a when-issued or forward delivery basis, it will record
the transaction and reflect the value of the security in determining its net
asset value. The market value of when-issued or forward delivery securities may
be more or less than the purchase price. The Trust does not believe that the
Fund's net asset value or income will be adversely affected by its purchase of
securities on a when-issued or forward delivery basis. The Fund will establish
a segregated account in which it will maintain cash, U.S. Government securities
and high-grade debt obligations equal in value to commitments for when-issued or
forward delivery securities.

Mortgage-Backed Securities and Mortgage Pass-Through Securities
- --The Fund may also invest in mortgage-backed securities, which are interests in
pools of mortgage loans, including mortgage loans made by savings and loan
institutions, mortgage bankers, commercial banks and others. Pools of mortgage
loans are assembled as securities for sale to investors by various governmental,
government-related and private organizations as further described below.

<PAGE> 16

Unscheduled or early payments on the underlying mortgage may shorten the
securities' effective maturities and lessen their growth potential. The Fund
may agree to purchase or sell these securities with payment and delivery taking
place at a future date. A decline in interest rates may lead to a faster rate
of repayment of the underlying mortgages, and expose the Fund to a lower rate of
return upon reinvestment. To the extent that such mortgage-backed securities
are held by the Fund, the prepayment right will tend to limit to some degree the
increase in net asset value of the Fund because the value of the mortgage-backed
securities held by the Fund may not appreciate as rapidly as the price of
noncallable debt securities.

Interests in pools of mortgage-backed securities differ from other forms
of debt securities, which normally provide for periodic payment of interest in
fixed amounts with principal payments at maturity or specified call dates.
Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a "pass-through"
of the monthly payments made by the individual borrowers on their mortgage
loans, net of any fees paid to the issuer or guarantor of such securities.
Additional payments are caused by repayments of principal resulting from the
sale of the underlying property, refinancing or foreclosure, net of fees or
costs which may be incurred. Some mortgage-related securities (such as
securities issued by the Government National Mortgage Association) are described
as "modified pass-through." These securities entitle the holder to receive all
interest and principal payments owed on the mortgage pool, net of certain fees,
at the scheduled payment dates regardless of whether or not the mortgagor
actually makes the payment.

The principal governmental guarantor of mortgage-related securities is
the Government National Mortgage Association ("GNMA"). GNMA is a wholly owned
United States Government corporation within the Department of Housing and Urban
Development. GNMA is authorized to guarantee, with the full faith and credit of
the United States Government, the timely payment of principal and interest on
securities issued by institutions approved by GNMA (such as savings and loan
institutions, commercial banks and mortgage bankers) and backed by pools of
FHA-insured or VA-guaranteed mortgages. These guarantees, however, do not apply
to the market value or yield of mortgage-backed securities or to the value of
Fund shares. Also, GNMA securities often are purchased at a premium over the
maturity value of the underlying mortgages. This premium is not guaranteed and
will be lost if prepayment occurs.

Government-related guarantors (i.e., not backed by the full faith and
credit of the United States Government) include the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC").
FNMA is a government-sponsored corporation owned entirely by private
stockholders. It is subject to general regulation by the Secretary of Housing
and Urban Development. FNMA purchases conventional (i.e., not insured or
guaranteed by any government agency) mortgages from a list of approved
seller/servicers which include state and federally chartered savings and loan
associations, mutual savings banks, commercial banks and credit unions and
mortgage bankers. Pass-through securities issued by FNMA are guaranteed as to
timely payment of principal and interest by FNMA but are not backed by the full
faith and credit of the United States Government.

<PAGE> 17

FHLMC is a corporate instrumentality of the United States Government and
was created by Congress in 1970 for the purpose of increasing the availability
of mortgage credit for residential housing. Its stock is owned by the twelve
Federal Home Loan Banks. FHLMC issues Participation Certificates ("PCs") which
represent interests in conventional mortgages from FHLMC's national portfolio.
FHLMC guarantees the timely payment of interest and ultimate collection of
principal, but PCs are not backed by the full faith and credit of the United
States Government.

Commercial banks, savings and loan institutions, private mortgage
insurance companies, mortgage bankers and other secondary market issuers also
create pass-through pools of conventional mortgage loans. Such issuers may, in
addition, be the originators and/or servicers of the underlying mortgage loans
as well as the guarantors of the mortgage-related securities. Pools created by
such nongovernmental issuers generally offer a higher rate of interest than
government and government-related pools because there are no direct or indirect
government or agency guarantees of payments. However, timely payment of
interest and principal of these pools may be supported by various forms of
insurance or guarantees, including individual loan, title, pool and hazard
insurance and letters of credit. The insurance and guarantees are issued by
governmental entities, private insurers and the mortgage poolers. Such
insurance and guarantees and the creditworthiness of the issuers thereof will be
considered in determining whether a mortgage-related security meets the Fund's
investment quality standards. There can be no assurance that the private
insurers or guarantors can meet their obligations under the insurance policies
or guarantee arrangements. The Fund may buy mortgage-related securities without
insurance or guarantees, if through an examination of the loan experience and
practices of the originators/servicers and poolers, the Fund's investment
adviser and investment subadviser determine that the securities meet the Fund's
quality standards. Although the market for such securities is becoming
increasingly liquid, securities issued by certain private organizations may not
be readily marketable.

Foreign Currencies--Investments in foreign securities usually will
involve currencies of foreign countries. Moreover, the Fund temporarily may
hold funds in bank deposits in foreign currencies during the completion of
investment programs and may purchase forward foreign currency contracts, foreign
currency futures contracts and options on such contracts. Because of these
factors, the value of the assets of the Fund as measured in U.S. dollars may be
affected favorably or unfavorably by changes in foreign currency exchange rates
and exchange control regulations, and the Fund may incur costs in connection
with conversions between various currencies. Although the Fund values its
assets daily in terms of U.S. dollars, it does not intend to convert its
holdings of foreign currencies into U.S. dollars on a daily basis. It will do
so from time to time, and investors should be aware of the costs of currency
conversion. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
Thus, a dealer may offer to sell a foreign currency to the Fund at one rate,
while offering a lesser rate of exchange should the Fund desire to resell that
currency to the dealer. The Fund will conduct its foreign currency exchange
transactions either on a spot (i.e., cash) basis at the spot rate prevailing in
the foreign currency exchange market, or through entering into forward or
futures contracts to purchase or sell foreign currencies.

<PAGE> 18

Because the Balanced Fund may be invested in both U.S. and foreign
securities markets, changes in the Fund's share price will not be correlated
with movements in the U.S. markets. The Fund's share price will reflect the
movements of both the different stock and bond markets in which it is invested
and of the currencies in which the investments are denominated; the strength or
weakness of the U.S. dollar against foreign currencies may account for part of
the Fund's investment performance. U.S. and foreign securities markets do not
always move in step with each other, and the total returns from different
markets may vary significantly. The Fund may invest in many securities markets
around the world in an attempt to take advantage of opportunities wherever they
may arise.

Floating Rate Obligations--Certain of the obligations that the Fund may
purchase have a floating or variable rate of interest. Such obligations bear
interest at rates that are not fixed, but which vary with changes in specific
market rates or indices, such as the Prime Rate, and at specified intervals.
Certain of such obligations may carry a demand feature that would permit the
holder to tender them back to the issuer at par value prior to maturity.

Because of the variable rate nature of such instruments, the yield of
the Fund purchasing such instruments will decline and its shareholders will
forego the opportunity for capital appreciation during periods when prevailing
interest rates have declined. On the other hand, during periods where
prevailing interest rates have increased, the Fund's yield will increase and its
shareholders will have reduced risk to capital depreciation.

Zero Coupon Securities--The Fund may invest in zero coupon securities
which pay no cash income and are sold at substantial discounts from their value
at maturity. Zero coupon securities include so-called "stripped" U.S. Treasury
obligations as well as privately issued securities which are issued by a bank or
a securities firm that has purchased U.S. Treasury obligations and separated
their interest and principal components. When held to maturity, their entire
income, which consists of accretion of discount, comes from the difference
between the purchase price and their value at maturity. Zero coupon securities
are subject to greater market value fluctuations from changing interest rates
than debt obligations of comparable maturities which make current distributions
of interest (cash). Zero coupon convertible securities offer the opportunity
for capital appreciation as increases (or decreases) in market value of such
securities closely follows the movements in the market value of the underlying
common stock. Zero coupon convertible securities generally are expected to be
less volatile than the underlying common stocks as they usually are issued with
short maturities (15 years or less) and are issued with options and/or
redemption features exercisable by the holder of the obligation entitling the
holder to redeem the obligation and receive a defined cash payment.

Zero coupon securities include securities issued directly by the U.S.
Treasury, and U.S. Treasury bonds or notes and their unmatured interest coupons
and receipts for their underlying principal ("coupons") which have been
separated by their holder, typically a custodian bank or investment brokerage
firm. A holder will separate the interest coupons from the underlying principal
(the "corpus") of the U.S. Treasury security. A number of securities firms and
banks have stripped the interest coupons and receipts and then resold them in
custodial receipt programs with a number of different names, including "Treasury
Income Growth Receipts" ("TIGRS") and Certificate of Accrual on Treasuries
("CATS"). The underlying U.S. Treasury bonds and notes themselves are held in
book-entry form at the Federal Reserve Bank or, in the case of bearer securities
(i.e., unregistered securities which are owned ostensibly by the bearer or
holder thereof), in trust on behalf of the owners thereof. Counsel to the
underwriters of these certificates or other evidences of ownership of the U.S.

<PAGE> 19

Treasury securities has stated that for federal tax and securities
purposes, in their opinion purchasers of such certificates, such as the Funds,
most likely will be deemed the beneficial holder of the underlying U.S.
Government securities. The Fund understands that the staff of the Division of
Investment Management of the Securities and Exchange Commission ("SEC") no
longer considers such privately stripped obligations to be U.S. Government
securities, as defined in the 1940 Act; therefore, the Fund intends to adhere to
this staff position and will not treat such privately stripped obligations to be
U.S. Government securities for the purpose of determining if the Fund is
"diversified," or for any other purpose, under the 1940 Act.

The Treasury has facilitated transfers of ownership of zero coupon
securities by accounting separately for the beneficial ownership of particular
interest coupon and corpus payments on Treasury securities through the Federal
Reserve book-entry record-keeping system. The Federal Reserve program as
established by the Treasury Department is known as "STRIPS" or "Separate Trading
of Registered Interest and Principal of Securities." Under the STRIPS program,
the Fund will be able to have its beneficial ownership of zero coupon securities
recorded directly in the book-entry record-keeping system in lieu of having to
hold certificates or other evidences of ownership of the underlying U.S.
Treasury securities.

When U.S. Treasury obligations have been stripped of their unmatured
interest coupons by the holder, the principal or corpus is sold at a deep
discount because the buyer receives only the right to receive a future fixed
payment on the security and does not receive any rights to periodic interest
(cash) payments. Once stripped or separated, the corpus and coupons may be sold
separately. Typically, the coupons are sold separately or grouped with other
coupons with like maturity dates and sold in such bundled form. Purchasers of
stripped obligations acquire, in effect, discount obligations that are
economically identical to the zero coupon securities that the Treasury sells
itself.

Equity Investments--Equity investments may or may not pay dividends and
may or may not carry voting rights. Common stock occupies the most junior
position in a company's capital structure. Convertible securities entitle the
holder to exchange the securities for a specified number of shares of common
stock, usually of the same company, at specified prices within a certain period
of time and to receive interest or dividends until the holder elects to
convert. The provisions of any convertible security determine its ranking in a
company's capital structure. In the case of subordinated convertible
debentures, the holder's claims on assets and earnings are subordinated to the
claims of other creditors, and are senior to the claims of preferred and common
shareholders. In the case of preferred stock and convertible preferred stock,
the holder's claims on assets and earnings are subordinated to the claims of
all creditors but are senior to the claims of common shareholders.

Debt Securities--The Fund may invest in debt securities of foreign and
U.S. issuers. The Fund's debt investments may be selected on the basis of
capital appreciation potential, by evaluating, among other things, potential
yield, if any, credit quality, and the fundamental outlooks for currency and
interest rate trends in different parts of the globe, taking into account the
ability to hedge a degree of currency or local bond price risk. The Fund's
investments in high yield, high risk debt obligations rated below investment
grade, which have speculative characteristics, bear special risks. They are
subject to greater credit risks, including the possibility of default or
bankruptcy of the issuer. The value of such investments may also be subject to
a greater degree of volatility in response to interest rate fluctuations,
economic downturns and changes in the financial condition of the issuer. These
securities generally are less liquid than higher quality securities. During
periods of deteriorating economic conditions and contractions in the credit
markets, the ability of such

<PAGE> 20

issuers to service their debt, meet projected goals or obtain additional
financing may be impaired. The Fund will also take such action as it considers
appropriate in the event of anticipated financial difficulties, default or
bankruptcy of either the issuer of any such obligation or of the underlying
source of funds for debt service. Such action may include retaining the
services of various persons and firms (including affiliates of the investment
adviser and investment subadviser) to evaluate or protect any real estate or
other assets securing any such obligation or acquired by the Fund as a result of
any such event. The Fund will incur additional expenditures in taking
protective action with respect to portfolio obligations in default and assets
securing such obligations.

Investments Below Investment Grade--Lower-rated securities ("junk
bonds") usually offer higher yields than higher-rated securities. However,
there is more risk associated with these investments. This is because of the
reduced creditworthiness and increased risk of default that these securities
carry. Lower-rated securities generally tend to reflect short-term corporate and
market developments to a greater extent than higher-rated securities which react
primarily to fluctuations in the general level of interest rates. Lower rated
securities also involve greater sensitivity to significant increases in interest
rates. Short-term corporate and market developments affecting the prices and
liquidity of lower-rated securities could include adverse news impacting major
issues or underwriters or dealers in lower-rated or unrated securities. In
addition, since there are fewer investors in lower-rated securities, it may be
harder to sell securities at an optimum time.

An economic downturn may adversely affect the value of some lower-rated
bonds. Such a downturn may especially affect highly leveraged companies or
companies in cyclically sensitive industries, where deterioration in a company's
cash flow may impair its ability to meet its obligation to pay principal and
interest to bondholders in a timely fashion. From time to time, as a result of
changing conditions, issuers of lower-rated bonds may seek or may be required to
restructure the terms and conditions of the securities they have issued. As a
result of these restructurings, holders of lower-rated securities may receive
less principal and interest than originally expected at the time such bonds were
purchased. In the event of a restructuring, the Balanced Fund may bear
additional legal or administrative expenses in order to maximize recovery from
an issuer. The secondary trading market for lower-rated bonds is generally less
liquid than the secondary trading market for higher-rated bonds.

The risk of loss due to default by the issuer is significantly greater
for the holders of high yield securities because such securities are generally
unsecured and are often subordinated to other obligations of the issuer. During
an economic downturn or a sustained period of rising interest rates, highly
leveraged issuers of high yield securities may experience financial stress and
may not have sufficient revenues to meet their interest payment obligations. An
issuer's ability to service its debt obligations may also be adversely affected
by specific corporate developments, its inability to meet specific projected
business forecasts, or the unavailability of additional financing.

Factors adversely affecting the market value of high yield and other
portfolio securities will adversely affect the Balanced Fund's net asset value.
In addition, the Fund may incur additional expenses to the extent it is required
to seek recovery upon a default in the payment of principal or interest on its
portfolio holdings.

Options on Securities-The Fund may write (sell) covered call and put
options to a limited extent on its portfolio securities ("covered options") in
an attempt to increase gain. However, the Fund may forgo the benefits of
appreciation on securities sold or may pay more than the market price on
securities acquired

<PAGE> 21

pursuant to call and put options written by the Fund.

The Fund may terminate its obligation as the writer of a call or put
option by purchasing an option with the same exercise price and expiration date
as the option previously written. This transaction is called a "closing
purchase transaction." Where the Fund cannot effect a closing purchase
transaction, it may be forced to incur brokerage commissions or dealer spreads
in selling securities it receives or it may be forced to hold underlying
securities until an option is exercised or expires.

The hours of trading for options on securities may not conform to the
hours during which the underlying securities are traded. To the extent that the
option markets close before the markets for the underlying securities,
significant price and rate movements can take place in the underlying securities
markets that cannot be reflected in the option markets. It is impossible to
predict the volume of trading that may exist in such options, and there can be
no assurance that viable exchange markets will develop or continue.

The Fund may engage in over-the-counter options transactions with
broker-dealers who make markets in these options. At present, approximately ten
broker-dealers, including several of the largest primary dealers in U.S.
Government securities, make these markets. The ability to terminate
over-the-counter option positions is more limited than with exchange-traded
option positions because the predominant market is the issuing broker rather
than an exchange, and may involve the risk that broker-dealers participating in
such transactions will not fulfill their obligations. To reduce this risk, the
Fund will purchase such options only from broker-dealers who are primary
government securities dealers recognized by the Federal Reserve Bank of New York
and who agree to (and are expected to be capable of) entering into closing
transactions, although there can be no guarantee that any such option will be
liquidated at a favorable price prior to expiration. The investment adviser and
investment subadviser will monitor the creditworthiness of dealers with whom the
Fund enters into such options transactions under the general supervision of the
Trust's Trustees.

Options on Securities Indices--In addition to options on securities, the
Fund may also purchase and write (sell) call and put options on securities
indices. The absence of a liquid secondary market to close out options
positions on securities indices is more likely to occur, although the Fund
generally will only purchase or write such an option if the investment adviser
and investment subadviser believe the option can be closed out. Use of options
on securities indices also entails the risk that trading in such options may be
interrupted if trading in certain securities included in the index is
interrupted. The Fund will not purchase such options unless its investment
adviser and investment subadviser believe the market is sufficiently developed
such that the risk of trading in such options is no greater than the risk of
trading in options on securities. Price movements in the Fund's portfolio may
not correlate precisely with movements in the level of an index and, therefore,
the use of options on indices cannot serve as a complete hedge. Because options
on securities indices require settlement in cash, the Fund may be forced to
liquidate portfolio securities to meet settlement obligations.

Options on Currencies--The Fund may write (sell) call and put options on
currencies to increase gain and may purchase such options to hedge the value of
securities the Fund holds or intends to buy. Purchased currency options may be
denominated in a currency that is linked to the currency the Fund owns or may
wish to purchase. This technique, referred to as "proxy hedging," involves the
additional risk that the linkage between the currencies may be changed or
eliminated.

<PAGE> 22

Futures Contracts--The Fund may enter into futures contracts on
securities, currencies and indices which are traded on exchanges that are
licensed and regulated by the Commodity Futures Trading Commission ("CFTC") or,
consistent with CFTC regulations, on foreign exchanges. The Fund will do so to
hedge against anticipated changes in securities values, as a substitute for the
purchase or sale of securities or currencies or to enhance return.

To the extent that the Fund enters into futures contracts, options on
futures contracts and options on foreign currencies traded on an exchange
regulated by the CFTC, in each case that are not for bona fide hedging purposes
(as defined by the CFTC), the aggregate initial margin and premiums required to
establish these positions (excluding the amount by which options are
"in-the-money") may not exceed 5% of the liquidation value of the Fund's
portfolio, after taking into account unrealized profits and unrealized losses on
any contracts the Fund has entered into.

The Fund may also purchase and write call and put options on futures
contracts which are traded on exchanges that are licensed and regulated by the
CFTC, or, consistent with CFTC regulations, on foreign exchanges.

While the holder or writer of an option on a futures contract may
normally terminate its position by selling or purchasing an offsetting option of
the same series, the Fund's ability to establish and close out options positions
at fairly established prices will be subject to the existence of a liquid
market. The Balanced Fund will not purchase or write options on futures
contracts unless, in the Trust's advisers' opinion, the market for such options
has sufficient liquidity that the risks associated with such options
transactions are not at unacceptable levels.

While futures contracts will be traded to reduce certain risks, futures
trading itself entails certain other risks. Unanticipated changes in securities
values, interest rates or currency prices may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts.
Some futures contracts may not have a broad and liquid market, in which case the
contracts may not be able to be closed at a fair price and the Fund may lose in
excess of the initial margin deposit. Moreover, in the event of an imperfect
correlation between the futures contract and the portfolio position which is
intended to be protected, the desired protection may not be obtained and the
Fund may be exposed to risk of loss.

The Fund will incur brokerage costs and will be required to post and
maintain "margin" as a good-faith deposit against performance of its obligations
under futures contracts and under options written by the Fund. In addition, the
Fund is required to segregate assets, such as liquid securities and cash, in an
amount equal to the value of the instruments underlying futures contracts and
call options purchased and put options written by the Fund.

Forward Currency Exchange Contracts--A forward currency exchange
contract ("forward contract") involves an obligation to purchase or sell a
specific currency at a future date, which may be any fixed number of days from
the date of the contract agreed upon by the parties, at a price set at the time
of the contract. These contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades.

<PAGE> 23

While the Fund will enter into forward and futures contracts to reduce
currency exchange rate risks, transactions in such contracts involve certain
other risks. Thus, while the Fund may benefit from such transactions,
unanticipated changes in currency prices may result in a poorer overall
performance for the Fund than if it had not engaged in any such transaction.
Moreover, there may be an imperfect correlation between the Fund's portfolio
holdings of securities denominated in a particular currency and forward or
futures contracts entered into by the Fund. Such imperfect correlation may
prevent the Fund from achieving a complete hedge or expose the Fund to risk of
foreign exchange loss.

Combined Transactions--The Fund may enter into multiple transactions,
including multiple options transactions, multiple futures transactions, multiple
foreign currency transactions (including forward foreign currency exchange
contracts) and any combination of futures, options and foreign currency
transactions ("component" transactions), instead of a single transaction, as
part of a single hedging strategy when, in the opinion of the investment adviser
and investment subadviser, it is in the best interest of the Fund to do so. A
combined transaction, while part of a single hedging strategy, may contain
elements of risk that are present in each of its component transactions.

Use of Segregated and Other Special Accounts--Options, futures and
forward foreign currency transactions which obligate the Fund to provide cash,
securities or currencies to complete such transactions will entail the Fund
either segregating assets in an account with, or on the books of, the Custodian
to the extent the Fund does not own the securities, or the securities
denominated in the currency, which are the subject of the obligation, or
otherwise "covering" the transaction as allowed under interpretive positions of
the SEC. For example, a call option written by the Fund will require the Fund
to hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate high grade
liquid debt obligations sufficient to meet the obligation by purchasing and
delivering the securities if the call is exercised. A call option written on an
index will require the Fund to have portfolio securities which correlate with
the index or to segregate such high grade liquid assets. A put option written
by the Fund also will require the Fund to segregate such high grade liquid
assets sufficient to cover the Fund's obligation to buy the securities covered
by the put if the put is exercised.

Except when the Fund enters into a forward contract for the purpose of
the purchase or sale of a security denominated in a foreign currency, a forward
foreign currency contract which obligates the Fund to provide currencies will
require the Fund to hold currencies or liquid securities denominated in that
currency which will equal the Fund's obligations. Such a contract requiring the
purchase of currencies also requires segregation.

Unless the Fund owns or maintains a segregated account consisting of the
securities, cash or currencies which are the subject of the obligation as
described above, the Fund will hold cash, U.S. Government securities or other
high grade liquid debt obligations in a segregated account. These assets cannot
be transferred while the obligation is outstanding unless replaced with other
suitable assets. Rather than segregating assets in the case of an index-based
transaction, the Fund could own securities substantially replicating the
movement of the particular index.

In the case of a futures contract, the Fund, apart from its duty to
segregate, must deposit initial margin and variation margin, as often as daily
if the position moves adversely, sufficient to meet its obligation to purchase
or provide securities or currencies, or to pay the amount owed at the expiration
of an index-based

<PAGE> 24

futures contract. Similarly, options on futures contracts require
margin to the extent necessary to meet the Fund's commitments.

In lieu of such procedures, such transactions may be covered by other
means, consistent with applicable regulatory policies. The Fund may enter into
certain offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related options and
hedging transactions. For example, the Fund could purchase a put option if the
strike price of that option is the same or higher than the strike price of a put
option sold by the Fund. Moreover, instead of segregating assets if the Fund
held a futures or forward contract, it could purchase a put option on the same
futures or forward contract with a strike price as high or higher than the price
of the contract held. Of course, the offsetting transaction must terminate at
the time of or after the primary transaction.

Other Mortgage-Backed Securities--Governmental, government-related or
private entities may create mortgage loan pools and other mortgage-related
securities offering mortgage pass-through and mortgage-collateralized
investments in addition to those described above. The mortgages underlying
these securities may include alternative mortgage instruments, that is, mortgage
instruments whose principal or interest payments may vary or whose terms to
maturity may differ from customary long-term fixed rate mortgages. As new types
of mortgage-related securities are developed and offered to investors, the
investment adviser and investment subadviser will, consistent with the Fund's
investment objective, policies and quality standards, consider making
investments in such new types of mortgage-related securities. The Fund will not
purchase any such other mortgage-backed securities until the Trust's Prospectus
and this Statement of Additional Information have been supplemented.

EQUITY FUND

The Equity Fund seeks to achieve its investment objective by investing
all its Assets in the Index Portfolio, which has the same investment objective
as the Equity Fund. The Index Portfolio seeks to achieve its investment
objective by investing in the common stocks comprising the Social Index. The
Equity Fund's policy is to invest at least 80% of its Assets (either directly or
through the Index Portfolio) in the stocks comprising the Social Index.

In selecting stocks for inclusion in the Social Index:

1. The investment adviser of the Index Portfolio (the "Adviser of
the Index Portfolio") evaluated, in accordance with the social criteria
described in the Prospectus, each of the companies the stocks of which comprise
the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500"). If a
company whose stock was included in the S&P 500 met the Adviser of the Index
Portfolio's social criteria and met its further criteria for industry
diversification, financial solvency, market capitalization, and minimal
portfolio turnover, it was included in the Social Index. As of July 31, 1997,
of the 500 companies whose stocks comprised the S&P 500, approximately 50% were
included in the Social Index.

2. The remaining stocks comprising the Social Index (i.e., those
which are not included in the S&P 500) were selected based upon the Adviser of
the Index Portfolio's evaluation of the social criteria described in the
Prospectus, as well as upon its criteria for industry diversification, financial
solvency, market capitalization, and minimal portfolio turnover. Because of the
social criteria applied in the selection of stocks

<PAGE> 25

comprising the Social Index, industry sector weighting in the Social
Index may vary materially from the industry weightings in other stock indices,
including the S&P 500, and certain industry sectors will be excluded
altogether.

Kinder, Lydenberg & Domini & Co., Inc. ("KLD" or "Adviser of the Index
Portfolio") may exclude from the Social Index stocks issued by companies which
are in bankruptcy or whose bankruptcy the Adviser of the Index Portfolio
believes may be imminent.

The component stocks of the S&P 500 are chosen by Standard & Poor's Corporation
("S&P") solely with the aim of achieving a distribution by broad industry
groupings that approximates the distribution of these groupings in the New York
Stock Exchange common stock population, taken as the assumed model for the
composition of the total market. Construction of the S&P 500 by S&P proceeds
from industry groups to the whole. Since some industries are characterized by
companies of relatively small stock capitalization, the S&P 500 does not
comprise the 500 largest companies listed on the New York Stock Exchange. Not
all stocks included in the S&P 500 are listed on the New York Stock Exchange.
However, the total market value of the S&P 500 as of July 31, 1997 represented
79.3% of the aggregate market value of common stocks traded on the New York
Stock Exchange.

Inclusion of a stock in the S&P 500 Index in no way implies an opinion
by S&P as to its attractiveness as an investment, nor is S&P a sponsor of or
otherwise affiliated with the Equity Fund or the Index Portfolio. "S&P 500" is
a trademark of S&P. A company which is not included in the S&P 500 may be
included in the Social Index primarily in order to afford representation to an
industrial sector which would otherwise be under-represented in the Social
Index. Because of the environmental and social criteria applied in the
selection of stocks comprising the Social Index, industry sector weighting in
the Social Index may vary materially from the industry weightings in other stock
indices, including the S&P 500.

The weightings of stocks in the Social Index are based on each stock's
relative total market capitalization, (i.e., market price per share times the
number of shares outstanding.) Because of this weighting, as of July 31, 1997
approximately 40% of the Social Index was comprised of the 20 largest companies
in that Index.

The Index Portfolio intends to readjust its securities holdings
periodically such that those holdings will correspond, to the extent reasonably
practicable, to the Social Index both in terms of composition and weighting.
The timing and extent of adjustments in the holdings of the Index Portfolio, and
the extent of the correlation of the holdings of the Index Portfolio with the
Social Index, will reflect the Index Portfolio's investment manager's judgment
as to the appropriate balance as between the goal of correlating its holdings
with the composition of the Social Index and the goals of minimizing transaction
costs and keeping sufficient reserves available for anticipated redemptions of
shares. To the extent practicable, the Index Portfolio will seek a correlation
between the weightings of securities held by the Index Portfolio to the
weightings of the securities in the Social Index of 0.95 or better. Subject to
the goal of achieving a 0.95 or better correlation between the weightings of the
securities held by the Index Portfolio and the weightings of the securities in
the Social Index, Mellon Equity Associates ("Mellon Equity" or the "Investment
Manager") may slightly overweigh and/or underweight certain holdings of the
Index Portfolio compared to the Social Index in an effort to enhance the
performance of the Index Portfolio to help offset the expenses of the Index
Portfolio and the Equity Fund and the effect of the size and timing of cash
flows into and out of the Index Portfolio and the

<PAGE> 26

Equity Fund. There can be no assurances, of course, that such portfolio
enhancement strategies will be successful, and the performance of the Index
Portfolio may as a result be worse than if such strategies were not undertaken.
The Board of Trustees of the Index Portfolio will receive and review, at least
quarterly, a report prepared by the Investment Manager comparing the performance
of the Index Portfolio with that of the Social Index, and comparing the
composition and weighting of the Index Portfolio's holdings with those of the
Social Index, and will consider what action, if any, should be taken in the
event of a significant variation between the performance of the Equity Fund or
the Index Portfolio, as the case may be, and that of the Social Index, or
between the composition and weighting of the Index Portfolio's securities
holdings with those of the stocks comprising the Social Index. If the
correlation between the weightings of securities held by the Index Portfolio and
the weightings of the stocks in the Social Index falls below 0.95, the Board of
Trustees of the Index Portfolio will review, with the Investment Manager of the
Index Portfolio methods for increasing such correlation, such as through
adjustments in securities holdings of the Index Portfolio. As of July 31, 1997,
the correlation between the weightings of securities held by the Index Portfolio
and the weightings of the stocks in the Social Index was 0.99. To the extent
practicable, the Index Portfolio will attempt to be fully invested.

Securities Subject to Taxation: The Index Portfolio does not purchase
securities which the Index Portfolio believes, at the time of purchase, will be
subject to exchange controls or foreign withholding taxes; however, there can be
no assurance that such laws may not become applicable to certain of the Index
Portfolio's investments. In the event unforeseen exchange controls or foreign
withholding taxes are imposed with respect to any of the Index Portfolio's
investments, the effect may be to reduce the income received by the Index
Portfolio on such investments.

Rule 144A Securities: Although neither the Equity Fund nor the Index
Portfolio has any current intention to do so, each may invest in securities
which may be resold pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "1933 Act").

Option Contracts: Although it has no current intention to do so, the
Index Portfolio may in the future enter into certain transactions in stock
options for the purpose of hedging against possible increases in the value of
securities which are expected to be purchased by the Index Portfolio or possible
declines in the value of securities which are expected to be sold by the Index
Portfolio. Generally, the Index Portfolio would only enter into such
transactions on a short-term basis pending readjustment of its holdings of
underlying stocks.

The purchase of an option on an equity security provides the holder with
the right, but not the obligation, to purchase the underlying security, in the
case of a call option, or to sell the underlying security, in the case of a put
option, for a fixed price at any time up to a stated expiration date. The
holder is required to pay a non-refundable premium, which represents the
purchase price of the option. The holder of an option can lose the entire
amount of the premium, plus related transaction costs, but not more. Upon
exercise of the option, the holder is required to pay the purchase price of the
underlying security in the case of a call option, or deliver the security in
return for the purchase price in the case of a put option.

Prior to exercise or expiration, an option position may be terminated
only by entering into a closing purchase or sale transaction. This requires a
secondary market on the exchange on which the position was originally
established. While the Index Portfolio would establish an option position only
if there appears to be a liquid secondary market therefor, there can be no
assurance that such a market will exist for any particular option contract at
any specific time. In that event, it may not be possible to close out a
position held by the

<PAGE> 27

index Portfolio, and the index Portfolio could be required to purchase
or sell the instrument underlying an option, make or recive a cash settlement or
meet ongoing variation margin requirements. The inability to close out option
positions also could have an adverse impact on the Index Portfolio's ability
effectively to hedge its portfolio.

Each exchange on which option contracts are traded has established a
number of limitations governing the maximum number of positions which may be
held by a trader, whether acting alone or in concert with others. The Adviser
of the Index Portfolio does not believe that these trading and position limits
would have an adverse impact on the possible use of hedging strategies by the
Index Portfolio.

Short Sales: Although it has no current intention to do so, the Index
Portfolio may make short sales of securities or maintain a short position, if at
all times when a short position is open the Index Portfolio owns an equal amount
of such securities, or securities convertible into such securities.

BALANCED FUND AND EQUITY FUND

Foreign Securities--The investment advisers believe that diversification
of assets on a global basis decreases the degree to which events in any one
country, including the United States, will affect an investor's entire
investment holdings. In the period since World War II, many leading foreign
economies have grown more rapidly than the United States economy, providing
investment opportunities, although there can be no assurance that this will be
true in the future. As with any long-term investment, the value of shares when
sold may be higher or lower than when purchased.

Investors should recognize that investing in foreign securities involves
certain risk factors, including those set forth below, which are not typically
associated with investing in United States securities and which may affect the
Funds' performance favorably or unfavorably. Many foreign stock markets, while
growing in volume of trading activity, have substantially less volume than the
New York Stock Exchange, and securities of some foreign companies are less
liquid and more volatile than securities of domestic companies. Similarly,
volume and liquidity in most foreign bond markets is less than that in the
United States market and at times, volatility of price can be greater than in
the United States. Further, foreign markets have different clearance and
settlement procedures and in certain markets there have been times when
settlements have been unable to keep pace with the volume of securities
transactions making it difficult to conduct such transactions. Delays in
settlement could result in temporary periods when assets of a Fund are
uninvested and no return is earned thereon. The inability of a Fund to make
intended security purchases due to settlement problems could cause the Fund to
miss attractive investment opportunities. Inability to dispose of portfolio
securities due to settlement problems either could result in losses to a Fund
due to subsequent declines in value of the portfolio security or, if the Fund
has entered into a contract to sell the security, could result in possible
liability to the purchaser. Fixed commissions on some foreign stock exchanges
are generally higher than negotiated commissions on U.S. exchanges, although the
Funds will endeavor to achieve the most favorable net results on portfolio
transactions. Further, the Funds may encounter difficulties or be unable to
pursue legal remedies and obtain judgment in foreign courts. There is generally
less government supervision and regulation of business and industry practices,
stock exchanges, brokers and listed companies than in the United States. It may
be more difficult for the Funds' agents to keep currently informed about
corporate actions such as stock dividends or other matters which may affect the
prices of portfolio securities. Communications between the United States and
foreign countries may be less reliable than within the United States, thus
increasing the risk

<PAGE> 28

of delayed settlements of portfolio transactions or loss of certificates
for portfolio securities. In addition, with respect to certain foreign
countries, there is the possibility of expropriation or confiscatory taxation,
political or social instability, or diplomatic developments which could affect
United States investments in those countries. Moreover, individual foreign
economies may differ favorably or unfavorably from the United States economy in
such respects as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position. The
investment advisers seek to mitigate the risks associated with the foregoing
considerations through diversification and continuous professional management.

The Funds may also invest in sponsored and unsponsored American
Depository Receipts (ADRs) and, in the case of the Balanced Fund, Global
Depository Receipts (GDRs). ADRs are receipts typically issued by a U.S. bank
or trust company evidencing ownership in the underlying securities.
Transactions in these securities may not necessarily be settled in the same
currency as transactions in the securities into which they represent. Generally
ADRs, in registered form, are designed for use in U.S. securities markets.

Risks of Specialized Investment Techniques Abroad--The above described
specialized investment techniques, when conducted abroad, may not be regulated
as effectively as in the United States; may not involve a clearing mechanism and
related guarantees; and are subject to the risk of governmental actions
affecting trading in, or the prices of, foreign securities. The value of such
positions also could be adversely affected by (i) other complex foreign
political, legal and economic factors, (ii) lesser availability than in the
United States of data on which to make trading decisions, (iii) delays in the
Funds' ability to act upon economic events occurring in foreign markets during
nonbusiness hours in the United States, (iv) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States, and (v) lesser trading volume.

Lending of Portfolio Securities--Each Fund and the Index Portfolio may
lend their securities to brokers, dealers and financial institutions, provided
(1) the loan is secured continuously by collateral, consisting of U.S.
Government securities or cash or letters of credit, which is marked to the
market daily to ensure that each loan is fully collateralized at all times; (2)
the loan may be called at any time and the return of the securities loaned
obtained within three business days; (3) each Fund or the Index Portfolio, as
the case may be, will receive any interest or dividends paid on the securities
loaned; and (4) the aggregate market value of securities loaned will not at any
time exceed 30% of the total assets of the Funds or the Index Portfolio, as the
case may be.

Each Fund and the Index Portfolio will earn income for lending their
securities either in the form of fees received from the borrower of the
securities or in connection with the investment of cash collateral in short-term
money market instruments. Loans of securities involve a risk that the borrower
may fail to return the securities or may fail to provide additional collateral.

In connection with lending securities, the Funds and the Index Portfolio
may pay reasonable finders, administrative and custodial fees. No such fees
will be paid to any person if it or any of its affiliates is affiliated with the
Funds, the Index Portfolio, the investment adviser of the Funds or Index
Portfolio, the investment subadviser of the Balanced Fund or the investment
manager of the Index Portfolio.

<PAGE> 29

At the present time, the Balanced Fund has no intention to loan
securities worth more than 5% of the Fund's assets. Although the Index
Portfolio reserves the right to lend its securities, it has no current intention
of doing so in the foreseeable future. The Equity Fund will not lend its
securities.

HISTORY OF THE GREEN CENTURY FUNDS AND
GREEN CENTURY CAPITAL MANAGEMENT
SHAREHOLDER ACTIVISM

While the companies in the portfolios of the Green Century Balanced Fund
and the Index Portfolio must meet Green Century's environmental standards, some
still have room for improvement. In such cases, Green Century may enter into
dialogue with those companies or file a shareholder resolution to initiate
improvement.

CERES -- Green Century Capital Management has been actively involved
with CERES, the Coalition of Environmentally Responsible Economies, created in
1989 to spur corporations to better their environmental behavior. The CERES
Principles establish comprehensive corporate environmental standards and
disclosure requirements. Companies that endorse the Principles back up their
pledges with concrete information, publicly reported in the CERES Report. Green
Century Capital Management's participation in CERES has enabled it to join in
negotiations with various corporations, which have ranged from Aveda and Ben &
Jerry's to General Motors and Sunoco, and help increase the pressure for
change. Green Century Funds' President Mindy Lubber also spoke at the May 1993
PepsiCo annual shareholders meeting in favor of that company's endorsement of
the CERES Principles.

PEPSICO -- Green Century continued the dialogue with PepsiCo in November
of 1993, when the Balanced Fund filed a shareholder resolution to spur the
corporation to further improve its environmental programs and limit its active
opposition to environmental protection measures such as recycling campaigns and
efforts to pass state and national Bottle Bill legislation. The vote was held
at the May 1994 annual shareholders meeting at which Green Century President
Lubber made a presentation in support of the resolution. The resolution
received 43.8 million votes, equal to 8.45% of the votes cast on the
resolution. This was a strong first showing, sending a message to PepsiCo
management about the growing shareholder concern for the environment.

In 1995, PepsiCo came to the negotiating table with Green Century,
apparently wishing to avoid the negative publicity that another shareholder
resolution involving PepsiCo's opposition to the bottle bill could create. The
company agreed to conduct a comprehensive study of its environmental policies
and devise a set of principles designed to guide company-wide action. PepsiCo
also agreed to discontinue the use of disposable shipping containers in favor of
plastic shells that it will reuse. The company also committed to manufacture a
new aluminum lid that will save 25 million pounds of aluminum per year.

GENERAL MILLS -- In July of 1994, Green Century Capital Management
learned that General Mills had allowed the manufacture and distribution of 50
million boxes of cereal that had been made from oats treated with an illegal
pesticide. Though General Mills recalled the contaminated cereal, Green Century
Capital Management wrote to General Mills CEO H. Brewster Atwater requesting
that the company more closely monitor its food manufacturing. Mr. Atwater
responded by outlining the steps the company would take to prevent similar
mishaps.

<PAGE> 30

INTEL -- In 1994 the Green Century Balanced Fund joined forces with the
Jessie Smith Noyes Foundation in filing a shareholder resolution that would
require Intel, an electronics producer, to make publicly available information
which would allow public assessment of its facilities' environmental and safety
hazards. The resolution was in response to a report by the Southwest Organizing
Project which states that Intel's Rio Rancho plant in New Mexico would require
amounts of water exceeding local capacity. While the resolution did not pass,
it did move Intel President Andrew Grove to initiate a long sought after
dialogue with Noyes' President Stephen Viederman.

The following year, the Green Century Balanced Fund and Noyes filed
another shareholder resolution with Intel, prompting Intel to revise its
Environmental, Health and Safety Policy to include sharing information on the
company's environmental and safety hazards with the public. Further, Intel
agreed that the "communities" with which it will share information will include
all community groups and not just the elected officials and local advisory
panels set up by Intel to which the company had offered limited information in
the past. As a result, Noyes, with the support of Green Century and the other
co-filers, withdrew the shareholders resolution. The resolution's proponents
and local community organizations will continue to monitor Intel's
implementation of the new policy.

SECURITIES AND EXCHANGE COMMISSION -- In February of 1995, Green Century
Funds President Mindy Lubber corresponded with SEC Commissioner Arthur Levitt to
urge him not to allow the SEC to restrict shareholder activism, and with Senator
John Kerry to urge him to consider the rights of shareholders to file
resolutions when considering two pending nominations to the Securities and
Exchange Commission.

TIME WARNER -- In 1992, Time Warner, Inc. committed to convert Time
magazine to chlorine-free paper. The company has not only not done so as of
yet, but has resisted requests to report on its plans to convert.

In 1995, Green Century Funds President Lubber wrote Time President
Reginald Brack to request that Time convert to chlorine free paper in its
publications. The Green Century Balanced Fund then joined as a co-filer in a
shareholder resolution at Time which asks the Time Board of Directors to report
on its plans to convert to the use of chlorine-free paper. The resolution was
presented at Time Warner's annual shareholder meeting by Green Century Trustee
Wendy Wendlandt on May 16, 1996.

<PAGE> 31

INVESTMENT RESTRICTIONS

Each Fund and the Index Portfolio is operated under the following
investment restrictions which are deemed fundamental policies and may be changed
with respect to a Fund or the Index Portfolio only with the approval of the
holders of a "majority of the outstanding voting securities" of the Fund or the
Index Portfolio which, as defined in the 1940 Act and as used herein, means the
vote of (i) 67% or more of the Fund's shares or the Index Portfolio's interests
present at a meeting, if the holders of more than 50% of the outstanding shares
of the Fund or interests in the Index Portfolio are present in person or
represented by proxy; or (ii) more than 50% of the Fund's outstanding shares or
the Index Portfolio's outstanding interests whichever is less. Whenever the
Equity Fund is requested to vote on a matter pertaining to the Index Portfolio,
the Trustees of the Equity Fund will, in their discretion and in accordance with
applicable law, either seek instructions from shareholders of the Equity Fund
and vote the shares only in accordance with such instructions, or vote the
shares held by the Equity Fund in the same proportion as the vote of all other
holders of shares in the Index Portfolio.

BALANCED FUND

The Trust, on behalf of the Balanced Fund may not:

(1) borrow money or mortgage or hypothecate assets of the Fund, except
that in an amount not to exceed 1/3 of the current value of the Fund's net
assets, it may borrow money as a temporary measure for extraordinary or
emergency purposes and enter into reverse repurchase agreements or dollar roll
transactions, and except that it may pledge, mortgage or hypothecate not more
than 1/3 of such assets to secure such borrowings (it is intended that money
would be borrowed only from banks and only either to accommodate requests for
the redemption of shares while effecting an orderly liquidation of portfolio
securities or to maintain liquidity in the event of an unanticipated failure to
complete a portfolio security transaction or other similar situations) or
reverse repurchase agreements, provided that collateral arrangements with
respect to options and futures, including deposits of initial deposit and
variation margin, are not considered a pledge of assets for purposes of this
restriction and except that assets may be pledged to secure letters of credit
solely for the purpose of participating in a captive insurance company sponsored
by the Investment Company Institute; for additional related restrictions, see
clause (i) under the caption "Non- Fundamental State and Federal Restrictions"
below. (As an operating policy, the Fund may not engage in reverse repurchase
agreements.);

(2) purchase any security or evidence of interest therein on margin,
except that such short-term credit as may be necessary for the clearance of
purchases and sales of securities may be obtained and except that deposits of
initial deposit and variation margin may be made in connection with the
purchase, ownership, holding or sale of futures;

(3) underwrite securities issued by other persons except insofar as the
Trust or the Fund may technically be deemed an underwriter under the 1933 Act in
selling a portfolio security;

<PAGE> 32

(4) make loans to other persons except (a) through the lending of the
Fund's portfolio securities and provided that any such loans not exceed 30% of
the Fund's total assets (taken at market value), (b) through the use of
repurchase agreements or the purchase of short-term obligations and provided
that not more than 10% of the Fund's net assets will be invested in repurchase
agreements maturing in more than seven days, or (c) by purchasing a portion of
an issue of debt securities of types commonly distributed privately to financial
institutions, for which purposes the purchase of short-term commercial paper or
a portion of an issue of debt securities which are part of an issue to the
public shall not be considered the making of a loan;

(5) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts
(except futures and option contracts) in the ordinary course of business (the
Trust may hold and sell, for the Fund's portfolio, real estate acquired as a
result of the Fund's ownership of securities);

(6) make short sales of securities or maintain a short position, unless
at all times when a short position is open it owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue and equal in amount
to, the securities sold short, and unless not more than 10% of the Fund's net
assets (taken at market value) is represented by such securities, or securities
convertible into or exchangeable for such securities, at any one time (the Trust
has no current intention to engage in short selling);

(7) concentrate its investments in any particular industry (excluding
U.S. Government securities), but if it is deemed appropriate for the achievement
of the Fund's investment objective, up to 25% of its total assets may be
invested in any one industry, except that positions in futures or option
contracts shall not be subject to this restriction; and

(8) issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, provided that collateral arrangements with
respect to options and futures, including deposits of initial deposit and
variation margin, are not considered to be the issuance of a senior security for
purposes of this restriction.

Non-Fundamental State and Federal Restrictions--In order to comply with
certain state and federal statutes and policies the Trust, on behalf of the
Balanced Fund will not as a matter of operating policy:

(1) borrow money (including through dollar roll
transactions) for any purpose in excess of 10% of the Fund's
total assets (taken at cost) (moreover, securities will not be
purchased for the Fund's portfolio at any time at which
borrowings exceed 5% of the Fund's total assets (taken at
market value));

(2) pledge, mortgage or hypothecate for any purpose
in excess of 10% of the Fund's net assets (taken at market
value), provided that collateral arrangements with respect to
options and futures, including deposits of initial deposit and
variation margin, are not considered a pledge of assets for
purposes of this restriction;

<PAGE> 33

(3) sell any security which it does not own unless
by virtue of its ownership of other securities it has at the
time of sale a right to obtain securities, without payment of
further consideration, equivalent in kind and amount to the
securities sold and provided that if such right is conditional
the sale is made upon the same conditions;

(4) invest for the purpose of exercising control or
management;

(5) purchase securities issued by any investment company
except by purchase in the open market where no commission or
profit to a sponsor or dealer results from such purchase
other than the customary broker's commission, or except when
such purchase, though not made in the open market, is part of
a plan of merger or consolidation; provided, however, that
securities of any investment company will not be purchased for
the Fund if such purchase at the time thereof would cause (a)
more than 10% of the Fund's total assets (taken at the greater
of cost or market value) to be invested in the securities of
such issuers; (b) more that 5% of the Fund's total assets
(taken at the greater of cost or market value) to be invested
in any one investment company; or (c) more than 3% of the
outstanding voting securities of any such issuer to be held
for the Fund (the Trust has no current intention of investing
the assets of the Fund in other investment companies);

(6) invest more than 15% of the net assets of the Fund
(taken at the greater of cost or market value) in securities
that are illiquid or not readily marketable;

(7) invest more than 10% of the Fund's total assets (taken
at the greater of cost or market value) in securities
(excluding Rule 144A securities) that are restricted as to
resale under the 1933 Act;

(8) invest more than 15% of the Fund's total assets (taken
at the greater of cost or market value) in (a) securities
(including Rule 144A securities) that are restricted as
to resale under the 1933 Act, and (b) securities that are
issued by issuers which (including predecessors) have been in
operation less than three years (other than U.S. Government
securities), provided, however, that no more than 5% of the
Fund's total assets are invested in securities issued by
issuers which (including predecessors) have been in operation
less than three years;

(9) purchase securities of any issuer if such purchase at
the time thereof would cause the Fund to hold more than
10% of any class of securities of such issuer, for which
purposes all indebtedness of an issuer shall be deemed a
single class and all preferred stock of an issuer shall be
deemed a single class, except that futures or option contracts
shall not be subject to this restriction;

(10) purchase or retain in the Fund's portfolio any
securities issued by an issuer any of whose officers,
directors, trustees or security holders is an officer or
Trustee of the Trust, or is an officer or partner of the
investment adviser, if after the purchase of the securities of
such issuer for the Fund one or more of such persons owns
beneficially more than 1/2 of 1% of the shares or securities,
or both, all taken at market value, of such issuer, and such
persons owning more than 1/2 of 1% of such shares or
securities together own beneficially more than 5% of such
shares or securities, or both, all taken at market value;

<PAGE> 34

(11) invest more than 5% of the Fund's net assets in warrants
(valued at the lower of cost or market), but not more
than 2% of the Fund's net assets may be invested in warrants
not listed on the New York Stock Exchange or the American
Stock Exchange;

(12) with respect to 75% of the total assets of the Fund,
invest more than 5% of the total assets of the Fund in
the securities or obligations of any one issuer (other than
U.S. Government obligations) or acquire more than 10% of the
outstanding voting securities of any one issuer;

(13) with respect to put options written by the Fund, the
obligations underlying such put options shall not exceed
50% of the Fund's net assets;

(14) the aggregate premiums on all options written or
purchased by the Fund must not exceed 20% of the Fund's
total assets;

(15) the aggregate margin deposits on all futures or options
thereon must not exceed 5% of the Fund's total assets;
and

(16) no more than 5% of the Fund's assets may be invested in
options which are not entered into for hedging purposes,
or the obligations of which are not covered by cash or
securities.

These policies are not fundamental and may be changed without
shareholder approval in response to changes in the various state and federal
requirements.

For purposes of restriction (16), hedging purposes includes writing
options whereby the premium received may offset the change in value of
securities covered thereby.

EQUITY FUND AND INDEX PORTFOLIO

Neither the Equity Fund nor the Index Portfolio may:

(1) borrow money, except that as a temporary measure for extraordinary
or emergency purposes either the Fund or the Index Portfolio may borrow an
amount not to exceed 1/3 of the current value of the net assets of the Fund or
the Index Portfolio, respectively, including the amount borrowed (moreover,
neither the Fund nor the Index Portfolio may purchase any securities at any time
at which borrowings exceed 5% of the total assets of the Fund or the Index
Portfolio, respectively, taken in each case at market value) (it is intended
that the Index Portfolio would borrow money only from banks and only to
accommodate requests for the withdrawal of all or a portion of a beneficial
interest in the Index Portfolio while effecting an orderly liquidation of
securities); for additional related restrictions, see clause (i) under the
caption "Non-Fundamental State and Federal Restrictions" below;

(2) purchase any security or evidence of interest therein on margin,
except that either the Fund or the Index Portfolio may obtain such short-term
credit as may be necessary for the clearance of purchases and sales of
securities and except that either the Fund or the Index Portfolio may make
deposits of initial deposit and variation margin in connection with the
purchase, ownership, holding or sale of options;

<PAGE> 35

(3) write any put or call option or any combination thereof, provided
that this shall not prevent (i) the purchase, ownership, holding or sale of
warrants where the grantor of the warrants is the issuer of the underlying
securities, or (ii) the purchase, ownership, holding or sale of options on
securities;

(4) underwrite securities issued by other persons, except that the Fund
may invest all or any portion of its assets in the Index Portfolio and except
insofar as either the Fund or the Index Portfolio may technically be deemed an
underwriter under the 1933 Act in selling a security;

(5) make loans to other persons except (a) through the lending of
securities held by either the Fund or the Index Portfolio and provided that any
such loans not exceed 30% of its total assets (taken in each case at market
value), or (b) through the use of repurchase agreements or the purchase of
short-term obligations and provided that not more than 10% of its net assets
will be invested in repurchase agreements maturing in more than seven days; for
additional related restrictions, see paragraph (6) immediately following;

(6) invest in securities which are subject to legal or contractual
restrictions on resale (other than repurchase agreements maturing in not more
than seven days and other than securities which may be resold pursuant to Rule
144A under the 1933 Act if the Board of Trustees determines that a liquid market
exists for such securities) if, as a result thereof, more than 10% of its net
assets (taken at market value) would be so invested (including repurchase
agreements maturing in more than seven days), except that the Fund may invest
all or any portion of its assets in the Index Portfolio;

(7) purchase or sell real estate (including limited partnership
interests but excluding securities secured by real estate or interests therein),
interests in oil, gas or mineral leases, commodities or commodity contracts in
the ordinary course of business (the Fund and Index Portfolio reserve the
freedom of action to hold and to sell real estate acquired as a result of the
ownership of securities by the Fund or the Index Portfolio);

(8) make short sales of securities or maintain a short position, unless
at all times when a short position is open the Fund or the Index Portfolio, as
applicable, owns an equal amount of such securities or securities convertible
into or exchangeable, without payment of any further consideration, for
securities of the same issue as, and equal in amount to, the securities sold
short, and unless not more than 5% of the Fund's or the Index Portfolio's, as
applicable, net assets (taken in each case at market value) is held as
collateral for such sales at any one time (it is the present intention of the
Index Portfolio and the Fund to make such sales only for the purpose of
deferring realization of gain or loss for federal income tax purposes);

(9) issue any senior security (as that term is defined in the 1940 Act)
if such issuance is specifically prohibited by the 1940 Act or the rules and
regulations promulgated thereunder, except as appropriate to evidence a debt
incurred without violating paragraph (1) above;

(10) as to 75% of its assets, purchase securities of any issuer if such
purchase at the time thereof would cause more than 5% of the Index Portfolio's
or the Fund's, as applicable, assets (taken at market value) to be invested in
the securities of such issuer (other than securities or obligations issued or
guaranteed by the United States or any agency or instrumentality of the United
States), except that for purposes of this restriction the issuer of an option
shall not be deemed to be the issuer of the security or securities underlying
such contract and except that the Fund may invest all or any portion of its
assets in the Index Portfolio; and

<PAGE> 36

(11) invest more than 25% of its assets in any one industry unless the
stocks in a single industry were to comprise more than 25% of the Social Index,
in which case the Index Portfolio or the Fund, as applicable, will invest more
than 25% of its assets in that industry, and except that the Fund may invest all
of its assets in the Index Portfolio.

Non-Fundamental State and Federal Restrictions: In order to comply with
certain state and federal statutes and regulatory policies, neither the Equity
Fund nor the Index Portfolio will as a matter of operating policy:

(1) borrow money for any purpose in excess of 10% of the
total assets of the Fund or the Index Portfolio,
respectively (taken in each case at cost) (moreover,
neither the Fund nor the Index Portfolio will
purchase any securities at any time at which borrowings
exceed 5% of its total assets (taken at market value));

(2) pledge, mortgage or hypothecate for any purpose in
excess of 10% of the net assets of the Fund or
the Index Portfolio, respectively (taken in each case at
market value), provided that collateral arrangements
with respect to options, including deposits of initial
deposit and variation margin, are not considered a
pledge of assets for purposes of this restriction;

(3) sell any security which it does not own unless by virtue
of its ownership of other securities it has at
the time of sale a right to obtain securities, without
payment of further consideration, equivalent in kind and
amount to the securities sold, and provided that if such
right is conditional the sale is made upon the same
conditions;

(4) invest for the purpose of exercising control or
management, except that all of the assets of the
Fund may be invested in the Index Portfolio;

(5) except that the Fund may invest all its assets in the
Index Portfolio, purchase securities issued by
any registered investment company except by purchase in
the open market where no commission or profit to a
sponsor or dealer results from such purchase other than
the customary broker's commission, or except when such
purchase, though not made in the open market, is part of
a plan of merger or consolidation; provided, however,
that, except for the Fund's investment in the Index
Portfolio, the Fund and the Index Portfolio will not
purchase the securities of any registered investment
company if such purchase at the time thereof would cause
more than 10% of the total assets of the Fund or the
Index Portfolio, respectively (taken at the greater of
cost or market value) to be invested in the securities
of such issuers or would cause more than 3% of the
outstanding voting securities of any such issuer to be
held by the Fund and Index Portfolio, respectively; and
provided, further, that, except for the Fund's
investment in the Index Portfolio, the Fund and the
Index Portfolio shall not purchase securities issued by
any open-end investment company;

<PAGE> 37

(6) invest more than 15% of the net assets of the Fund or
the Index Portfolio, respectively (taken at the
greater of cost or market value) in securities that are
illiquid or not readily marketable (defined as a
security that cannot be sold in the ordinary course of
business within seven days at approximately the value at
which the Fund or the Index Portfolio, respectively, has
valued the security);

(7) invest more than 10% of the Fund's or the Index
Portfolio's total assets (taken at the greater
of cost or market value) in securities (excluding Rule
144A securities) that are restricted as to resale under
the 1933 Act;

(8) invest more than 15% of the Fund's or the Index
Portfolio's total assets (taken at the greater
of cost or market value) in (a) securities (including
Rule 144A securities) that are restricted as to resale
under the 1933 Act, and (b) securities that are issued
by issuers which (including predecessors) have been in
operation less than three years (other than U.S.
Government securities), provided, however, that no more
than 5% of the Fund's or the Index Portfolio's total
assets are invested in securities issued by issuers
which (including predecessors) have been in operation
less than three years;

(9) purchase securities of any issuer if such purchase at
the time thereof would cause it to hold more
than 10% of any class of securities of such issuer, for
which purposes all indebtedness of an issuer shall be
deemed a single class and all preferred stock of an
issuer shall be deemed a single class, except that
option contracts shall not be subject to this
restriction, and except that the Fund may invest all or
any portion of its assets in the Index Portfolio;

(10) purchase or retain any securities issued by an issuer
any of whose officers, directors, trustees or
security holders is an officer or Trustee of the Trust
or the Index Portfolio, as the case may be, or is an
officer or director of the Adviser of the Index
Portfolio, if after the purchase of the securities of
such issuer by the Fund or the Index Portfolio, as the
case may be, one or more of such persons owns
beneficially more than 1/2 of 1% of the shares or
securities, or both, all taken at market value, of such
issuer, and such persons owning more than 1/2 of 1% of
such shares or securities together own beneficially more
than 5% of such shares or securities, or both, all taken
at market value, except that the Fund may invest all or
any portion of its assets in the Index Portfolio;

(11) invest more than 5% of the Index Portfolio's or the
Fund's net assets in warrants (valued at the
lower of cost or market), but not more than 2% of the
Index Portfolio's or the Fund's net assets may be
invested in warrants not listed on the New York Stock
Exchange Inc. ("NYSE") or the American Stock Exchange;
and

(12) make short sales of securities or maintain a short
position, unless at all times when a short
position is open the Index Portfolio or the Fund owns an
equal amount of such securities or securities
convertible into or exchangeable, without payment of any
further consideration, for securities of the same issue
and equal in amount to the securities sold short, and
unless not more than 10% of the Index Portfolio's or the
Fund's net assets (taken at market value) is represented
by such securities, or securities convertible into or
exchangeable for such securities,

<PAGE> 38

at any one time (neither the Index Portfolio nor
the Fund has any current intention to engage in short
selling).

These policies are not fundamental and may be changed with respect to
the Fund without approval by the Fund's shareholders or with respect to the
Index Portfolio by the Index Portfolio without the approval of the Fund or its
other investors. The Equity Fund will comply with the state securities laws and
regulations of all states in which it is registered. The Index Portfolio will
comply with the applicable investment limitations found in the state securities
laws and regulations of all states in which the Fund is registered.

Percentage Restrictions: If a percentage restriction or rating
restriction on investment or utilization of assets set forth above or referred
to in the Prospectus is adhered to at the time an investment is made or assets
are so utilized, a later change in percentage resulting from changes in the
value of the securities held by a Fund or the Index Portfolio or a later change
in the rating of a security held by a Fund or the Index Portfolio will not be
considered a violation of policy; provided that if at any time the ratio of
borrowings of a Fund to the net asset value of a Fund exceeds the ratio
permitted by Section 18(f) of the 1940 Act, a Fund will take the corrective
action required by Section 18(f).

TRUSTEES, OFFICERS AND ADVISORY BOARD

The Trustees and officers of the Trust and the Index Portfolio and their
principal occupations during the past five years (although their titles may have
varied during the period) are:

TRUSTEES OF THE TRUST

MINDY S. LUBBER*(43) - Trustee, Chairperson, President, and Chief
Executive Officer of the Trust (since July, 1991); Environmental Protection
Agency (since May, 1995); President and Director, Green Century Capital
Management, Inc. (from July, 1991 to May, 1995); Director and Treasurer, Green
Corps (since 1994); Director, Massachusetts Public Interest Research Group
(since 1990); Fund for Public Interest Research (from May, 1990 to July, 1991);
Press Secretary for Governor Dukakis, Commonwealth of Massachusetts (from March,
1989 to May, 1990).

DAVID J. FINE (49) - Trustee of the Trust; Attorney, Dangel, Donlan &
Fine (since January, 1996); Attorney, Dangel & Fine (from August, 1993 to
January, 1996); Attorney, Fine, Halpern & Strassfeld (from July, 1991 to August,
1993); Attorney, David J. Fine and Associates (from July, 1990 to June, 1991).

DOUGLAS M. HUSID* (45) - Trustee of the Trust; Attorney, Goulston &
Storrs, P.C. (since October, 1991); Project Director, Gaston & Snow (from
November, 1989 to March, 1991); Project Director, Congress Group Ventures (real
estate development) (prior to March, 1991).

<PAGE> 39

STEVEN KADISH (40) - Trustee of the Trust; Assistant Vice Chancellor for
Biologic Laboratories and Programs, University of Massachusetts Medical Center
(since June, 1997); Assistant Secretary for Administration and Finance,
Commonwealth of Massachusetts (from June, 1995 to June, 1997) Director of
Operations, Medicaid, Department of Public Welfare, Commonwealth of
Massachusetts (from July, 1992 to June, 1995); Deputy Director, Division of
Capital Planning and Operations, Commonwealth of Massachusetts (prior to July,
1992).

STEPHEN MORGAN (49) - Trustee of the Trust; President, EUA, Citizens
Conservation Services, Inc. (since January, 1995); Chief Operating Officer,
Citizens Conservation Corp. (from July, 1991 to January, 1995); Director and
Officer, Community Music Center; Vice President, Technical Development
Corporation (prior to July, 1991).

DOUGLAS H. PHELPS* (50) - Trustee of the Trust; Chair, Fund for Public

Interest Research (since May, 1983); President, Telefund, Inc. (since January,
1988).

C. WILLIAM RYAN (43) - Trustee of the Trust; Director, Brookline Tai Chi
(since March, 1992); Senior Consultant, National Environmental Law Center (from
September, 1991 to March, 1992); Director, Taoist Study Center (since July,
1989); Director, Coalition for Environmentally Responsible Economies (from
August, 1990 to June, 1991); Policy Director, National Environmental Law Center
(from July, 1990 to November, 1990).

JAMES H. STARR (49) - Trustee of the Trust; Attorney, Starr and Burgess,
PC (since 1989); Director, Crested Butte Land Trust (since 1991).

WENDY WENDLANDT* (35) - Trustee of the Trust; Chairperson of the Board,
Earth Day 2000 (since February, 1991); Senior Staff, Fund for Public Interest
Research (since November, 1989).

OFFICERS OF THE TRUST

KRISTINA A. CURTIS (45) - Treasurer of the Trust; Treasurer, Director
and Chief Operating Officer, Green Century Capital Management, Inc. (since July,
1991); Financial Adviser, Massachusetts Public Interest Research Group (from
March, 1990 to July, 1991); Finance Director, Massachusetts Public Interest
Research Group (prior to February, 1990).

ADRIENNE M. SHISHKO (34) - Secretary and Assistant Treasurer of the
Trust; General Counsel, Vice President - Marketing and Director, Green Century
Capital Management, Inc. (from July, 1991 to March, 1996); formerly Coordinator
for Day Care Issues, MASSPIRG Education Fund (from December, 1990 to July,
1991).

<PAGE> 40

TRUSTEES OF THE INDEX PORTFOLIO

EMILY W. CARD (55) - 1223 Wilshire Blvd., #334, Santa Monica, California
90403; Attorney; President, The Card Group, Inc..

AMY L. DOMINI* (47) - 230 Congress Street, Boston, Massachusetts, 02110;
Chair, President and Trustee of the Index Portfolio and the Domini Social Equity
Fund since 1990; Manager of Domini Social Investments, LLC (since 1997); Officer
of KLD; Trustee, Loring, Wolcott & Coolidge (since 1987); Trustee, Episcopal
Church Pension Fund; Member, Governing Board, Interfaith Center on Corporate
Responsibility.

ALLEN M. MAYES (76) - P.O. Box 21222, Beaumont, Texas, 77720; Retired
Senior Associate General Secretary of the General Board of Pensions of the
United Methodist Church (since May, 1982); Director of Ministerial Services,
Texas Annual Conference, The United Methodist Church; Former Member of the Board
of Directors of Investor Responsibility Research Center; Member of Board of
Trustees of Wiley College (since November, 1969).

WILLIAM C. OSBORN (52) - 115 Buckminster Road, Brookline, Massachusetts,
02146; Manager, Venture Investment Management Company LLC (since 1996); Vice
President and General Manager, TravElectric Services Corp. (from 1993 to 1995);
President, Environmental Technologies, Inc. (from 1990 to 1993); Director,
Evergreen Solar, Inc. (since 1996); Director, Conservation Services Group (since
1992).

TIMOTHY SMITH (53) - Interfaith Center for Corporate Responsibility, 475
Riverside Drive, New York, New York 10115; Executive Director of the Interfaith
Center on Corporate Responsibility (since 1974); Trustee of the Calvert New
Africa Fund (since 1994).

FREDERICK C. WILLIAMSON, SR. (81) - Five Roger Williams Green,
Providence, Rhode Island 02904; Treasurer and Trustee, RIGHA (charitable
foundation supporting health care needs) since 1990; Chairman, Rhode Island
Historical Preservation and Heritage Commission (since 1995); Trustee, National
Parks and Conservation Commission (since 1986).

*An "interested person" of the Trust or the Index Portfolio as that term
is defined in the 1940 Act.

OFFICERS OF THE INDEX PORTFOLIO**

LINDA T. GIBSON (31) - Secretary of the Index Portfolio; Vice President
and Assistant Secretary, Signature Financial Group, Inc.; Assistant Secretary,
Signature Broker-Dealer Services, Inc. ("Signature") (since October, 1992).

PETER D. KINDER (50) - 129 Mt. Auburn Street, Cambridge, Massachusetts,
02138; Vice President of the Index Portfolio; Officer of KLD (since March,
1988).

<PAGE> 41

STEVEN D. LYDENBERG (51) - 129 Mt. Auburn Street, Cambridge,
Massachusetts, 02138; Vice President of the Index Portfolio; Director of
Research of KLD (since January, 1990).

MOLLY S. MUGLER (45) - Assistant Secretary of the Index Portfolio; Vice
President and Assistant Secretary, Signature Financial Group, Inc. and Assistant
Secretary, Signature Broker-Dealer Services, Inc. and its affiliates.

Unless otherwise indicated, the mailing address of all of the Trustees
and officers of the Trust is Green Century Funds, 29 Temple Place, Suite 200,
Boston, Massachusetts 02111. Unless otherwise indicated, the mailing address of
all the Trustees and officers of the Index Portfolio is 6 St. James Avenue,
Boston, Massachusetts 02116. Mss. Gibson and Mugler are also officers of other
registered investment companies for which Signature or an affiliate serves as
the principal underwriter or as an administrator. The mailing address of Mss.
Gibson and Mugler is 6 St. James Avenue, Boston, Massachusetts 02116. Each of
the listed Trustees of the Index Portfolio (except Mr. Mayes) also serves as
Trustees of the Domini Social Index Fund.

No Trustee of the Trust receives any compensation from the Trust, but
each Trustee who is not an "interested person" of the Trust is reimbursed for
any out-of-pocket expenses incurred in attending meetings of the Board of
Trustees or of any committee thereof. Each Trustee of the Index Portfolio who
is not otherwise affiliated with the Index Portfolio, receives an annual
retainer of $400 plus a meeting fee of $200 for each meeting of the Board of
Trustees of the Index Portfolio attended.

<PAGE> 42

Trust Trustees

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM PENSION OR FROM THE TRUST AND
THE TRUST FOR THE RETIREMENT BENEFITS THE PORTFOLIO FOR
YEAR ENDED ACCRUED AS PART OF ESTIMATED THE FISCAL YEAR
JULY 31, 1997 FUND EXPENSES ANNUAL BENEFITS ENDED JULY 31, 1997
UPON RETIREMENT
<S> <C> <C> <C> <C>
Mindy S. Lubber, None None None None
Trustee
David J. Fine, None None None None
Trustee
Douglas M. Husid None None None None
Steven Kadish, None None None None
Trustee
Stephen Morgan, None None None None
Trustee
Douglas H. Phelps, None None None None
Trustee
C. William Ryan, None None None None
Trustee
James H. Starr, None None None None
Trustee
Wendy Wendlandt, None None None None
Trustee
</TABLE>

Index Portfolio Trustees

<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM PENSION OR FROM THE TRUST AND
THE PORTFOLIO FOR RETIREMENT BENEFITS THE PORTFOLIO FOR
THE YEAR ENDED ACCRUED AS PART OF ESTIMATED THE FISCAL YEAR
JULY 31, 1997 FUND EXPENSES ANNUAL BENEFITS ENDED JULY 31, 1997
UPON RETIREMENT
<S> <C> <C> <C> <C>
Emily W. Card, None None None None
Trustee
Amy L. Domini, Chair, None None None None
President and Trustee
Allen M. Mayes, $1,400 None None $1,400
Trustee
William C. Osborn, None None None None
Trustee
Timothy Smith, $1,400 None None $1,400
Trustee
Frederick C. Williamson, $1,400 None None $1,400
</TABLE>

<PAGE> 43

The Board of Trustees of the Trust has created an Advisory Board as a
resource with respect to the application and refinement of the Trust's
environmental criteria. The members of the Advisory Board are listed in the
Prospectus. The Advisory Board has no other power, authority or responsibility
with respect to the management of the Trust or the conduct of the affairs of the
Trust. No member of the Advisory Board receives any compensation for his or her
services.

As of September 12, 1997 all Trustees and officers of the Trust as a
group owned less than 1% of the outstanding shares of the Balanced Fund and
2.12% of the outstanding shares of the Equity Fund. As of September 12, 1997,
the following are the only persons known by the Trust to have more than 5% of
the outstanding shares of the Balanced or Equity Funds: Glyn Mills Nominees
(Lombard Street) Limited A/C 1781 owned 31.56% of the outstanding shares of the
Balanced Fund and National Financial Services Corporation owned 10.74% of the
Equity Fund. Shareholders owning 25% or more of the outstanding shares of a
Fund may take actions without the approval of any other investor in that Fund.

INVESTMENT ADVISERS

Under an Investment Advisory Agreement dated as of August 13, 1991 (the
"Trust's Advisory Agreement") between the Trust, on behalf of the Balanced Fund,
and Green Century Capital Management, Inc. ("Green Century Capital" or the
"Trust's Adviser"), and subject to the general supervision of the Trust's
Trustees and in conformance with the respective stated policies of the Balanced
Fund, Green Century Capital provides general investment advice to the Balanced
Fund. Green Century Capital also helps the Trust design, and instructs the
Balanced Fund's investment subadviser as to how to implement the Trust's
environmental criteria.

For the fiscal years ended June 30, 1995, 1996 and 1997, the Balanced
Fund accrued advisory fees aggregating $23,012, $51,494 and $67,209,
respectively.

Green Century Capital has entered into an Investment Subadvisory
Agreement on behalf of the Balanced Fund dated as of July 1, 1995 (an
"Investment Subadvisory Agreement") with Winslow Management Company ("Winslow"
or the "Subadviser"). Prior to July 1, 1995, Scudder, Stevens & Clark served as
investment subadviser to the Balanced Fund. It is Winslow's responsibility
under the direction of the Trust's Adviser, to make the day-to-day investment
decisions for the Balanced Fund, to place the purchase and sale orders for the
portfolio transactions of the Balanced Fund consistent with the environmental
criteria established by the Trust's Adviser and subject to the general direction
of the Trust's Adviser.

Winslow is a separate operating division of Eaton Vance Management
("Eaton Vance"), a registered investment adviser. Winslow manages equity and
debt investments in environmental and environmentally responsible companies for
its clients. Winslow has been a division of Eaton Vance since June 30, 1993 and
formerly was an independent company. As of June 30, 1997, Winslow had over $80
million in assets under management.

<PAGE> 44

For its services, Green Century Capital has agreed to pay Winslow a fee
equal on an annual basis to 0.40% of the value of the average daily net assets
of the Balanced Fund (the "Base Fee"), such fee shall be accrued daily and
payable at the end of each quarter, and subject to the following adjustment:
for each calendar quarter commencing one year after Winslow begins rendering
services hereunder, the Base Fee shall be adjusted as follows: (i) if the Fund's
total return (calculated in accordance with Rule 482 of Regulation C promulgated
under the 1933 Act) for the immediately prior twelve month period ("Fund Total
Return") is greater than the total return of the Lipper Directors' Analytical
Data Balanced Fund Average (the "Index Total Return") plus 1%, then the Base Fee
for such quarter shall be increased by an amount which is the product of .025%
multiplied by the average daily net assets for such year, (ii) if the Fund Total
Return exceeds the Index Total Return plus 2%, then the Base Fee for such
quarter shall be increased by an amount which is the product of .05% multiplied
by the average daily net assets for such year, (iii) if the Fund Total Return is
less than the Index Total Return minus 1%, then the Base Fee for such quarter
shall be decreased by an amount which is the product of .025% multiplied by the
average daily net assets for such year, or (iv) if the Fund Total Return is less
than the Index Total Return minus 2%, then the Base Fee for such quarter shall
be reduced by an amount which is the product of .05% multiplied by the average
daily net assets for such year.

For Example:

If, on an annual basis, the Balanced Fund's
Total Return differs from the Index Total Then the Trust's Adviser will
Return by: pay Winslow an annual fee of:

positive 2.00% or more 0.60%
positive 1.00% to positive 1.99% 0.50%
negative 0.99% to positive 0.99% 0.40%
negative 1.00% to negative 1.99% 0.30%
negative 2.00% or more 0.20%

The Board of Trustees believes that the performance adjustments are
appropriate although not within the 10 percentage points per year range
suggested by Release No. 7113 under the 1940 Act. In the event the Lipper
Directors' Analytical Data Balanced Fund Average ceases to become available or
the Trustees determine such Index Total Return is no longer a reasonable
performance benchmark, the Trustees may substitute another performance
benchmark.

The Equity Fund has not retained the services of an investment adviser
or investment subadviser since the Fund seeks to achieve its investment
objective by investing all its assets in the Index Portfolio. The Index
Portfolio has retained the services of KLD, as investment adviser, and of Mellon
Equity as investment manager.

KLD provides advice to the Index Portfolio pursuant to an Investment
Advisory Agreement (the "Index Portfolio's Advisory Agreement"). The services
provided by KLD consist of determination of the stocks to be included in the
Social Index and evaluating, in accordance with KLD's environmental and social
criteria, debt securities which may be purchased by the Index Portfolio. KLD
furnishes at its own expense all facilities and personnel necessary in
connection with providing these services. For its services, KLD receives from
the Index Portfolio a fee accrued daily and paid monthly at an annual rate equal
to 0.025% of the Index Portfolio's

<PAGE> 45

average daily net assets, on an annualized basis for the Index
Portfolio's then-current fiscal year. For the fiscal year ended July 31, 1995,
KLD voluntarily waived all of its advisory fees. For the fiscal years ended
July 31, 1996 and 1997, KLD received advisory fees of $38,150 and $46,528,
respectively.

Mellon Equity manages the assets of the Index Portfolio pursuant to an
Investment Management Agreement (the "Management Agreement"). Prior to November
21, 1994, State Street Bank and Trust Company (the "Former Manager") served as
investment manager to the Index Portfolio. The Investment Manager furnishes at
its own expense all services, facilities and personnel necessary in connection
with managing the Index Portfolio's investments and effecting securities
transactions for the Index Portfolio. The Index Portfolio pays Mellon Equity an
investment management fee equal on an annual basis to 0.10% of the Index
Portfolio's average daily net assets for its then-current fiscal year.

For the fiscal years ended July 31, 1995, 1996 and 1997, respectively,
the Index Portfolio incurred $39,589, $128,901 and $182,885 in investment
management fees.

The Trust's Advisory Agreement and Investment Subadvisory Agreement and
the Management Agreement will each remain in effect for two years and the Index
Portfolio's Advisory Agreement will remain in effect for sixteen months from the
date of execution and thereafter, but only so long as each such agreement is
specifically approved annually (i) by a vote of the holders of a "majority of
the outstanding voting securities" of a Fund or the Index Portfolio, as the case
may be, or by the Trustees, and (ii) by a vote of a majority of the Trustees of
the Trust or the Index Portfolio, as the case may be, who are not parties to
such agreements or "interested persons" of the Trust or the Index Portfolio, as
the case may be, as defined in the 1940 Act, cast in person at a meeting called
for the purpose of voting on such approval. Each agreement provides that
neither the service provider nor its personnel shall be liable for any error of
judgment or mistake of law or for any loss arising out of any investment or for
any act or omission in its services, except for wilful misfeasance, bad faith or
gross negligence or reckless disregard of its obligations and duties under the
agreement.

The Trust's Advisory Agreement and the Investment Subadvisory Agreement
will terminate automatically if assigned, and are terminable with respect to the
Balanced Fund at any time without penalty by a vote of a majority of the
Trustees of the Trust, or by a vote of the holders of a "majority of the
outstanding voting securities" of the Balanced Fund.

The Index Portfolio's Advisory Agreement and the Management Agreement
are terminable without penalty on not more than 60 days' nor less than 30 days'
written notice by the Index Portfolio when authorized either by majority vote of
the Equity Fund and of the other investors in the Index Portfolio (with the vote
of each being in proportion to the amount of their investment) or by a vote of a
majority of the Trustees of the Index Portfolio, or by KLD or Mellon Equity, as
the case may be, and each such agreement will automatically terminate in the
event of its assignment.

Under the Trust's Advisory Agreement, the Trust has agreed that the
names "Green Century Funds" and "Green Century" are proprietary to the Trust's
Adviser. The Index Portfolio's Advisory Agreement provides that KLD may permit
other investment companies in addition to the Index Portfolio to use the name
"Domini" or "Domini Social Index" in their names. "Domini" and "Domini Social
Index" are service marks of KLD. Pursuant to an agreement with the Index
Portfolio, if KLD ceases to be the investment adviser of the Index Portfolio,
the Index Portfolio will be required to discontinue the use of such service
marks.

<PAGE> 46

ADMINISTRATOR, SPONSOR, TRANSFER AGENT AND CUSTODIAN, AND EXPENSES

Pursuant to an Administrative Services Agreement, Green Century Capital,
as the Trust's administrator (the "Administrator of the Trust"), provides the
Trust with general office facilities and supervises the overall administration
of the Trust, including, among other responsibilities, the negotiation of
contracts and fees with, and the monitoring of performance and billings of, the
Trust's independent contractors and agents; the preparation and filing of all
documents required for compliance by the Trust with applicable laws and
regulations; and arranging for the maintenance of books and records of the
Trust. As described in the Prospectus, the Administrator of the Trust also
pays, pursuant to the administrative services agreement, all the operating
expenses of each Fund other than the Funds' investment advisory fees, if any,
fees under the Distribution Plan, if any, interest, taxes, brokerage costs and
other capital expenses, expenses of the non-interested Trustees of the Funds
(including counsel fees) and any extraordinary expenses. Pursuant to a
subadministration agreement with the Administrator of the Trust, Sunstone
Financial Group, Inc. ("Sunstone") provides certain day-to-day administrative
services to the Trust, under the supervision and direction of the Administrator
of the Trust.

For such administrative services, the Administrator receives a fee from
the Balanced Fund at a rate such that immediately following any payment to the
Administrator, the total operating expenses of the Balanced Fund (including
investment advisory and distribution fees), on an annual basis, do not exceed
2.50% of the Balanced Fund's average daily net assets up to $30 million, 2.25%
on average net assets from $30 million to $100 million, and 1.75% on average net
assets in excess of $100 million. The Administrator receives a fee from the
Equity Fund at a rate such that immediately following any payment to the
Administrator, the combined total operating expenses of the Fund and the Index
Portfolio (including investment advisory fees and any amortization of
organization expenses), on an annual basis, do not exceed 1.50% of the Fund's
average daily net assets.

For the fiscal years ended June 30, 1995, 1996 and 1997, the Balanced
Fund accrued administrative services fees aggregating $46,032, $102,989 and
$134,417, respectively. For the period September 13, 1995 to July 31, 1996 and
the fiscal year ended July 31, 1997, the Equity Fund accrued administrative
service fees to the Administrator of the Trust aggregating $3,431 and $27,359,
respectively.

Pursuant to an Administrative Services Agreement between Signature and
KLD, Signature provides the Index Portfolio with general office facilities and
supervises the overall administration of the Index Portfolio, including, among
other responsibilities, the negotiation of contracts and fees with, and the
monitoring of performance and billings of, the independent contractors and
agents of the Index Portfolio; the preparation and filing of all documents
required for compliance by the Index Portfolio with applicable laws and
regulations; and arranging for the maintenance of books and records of the Index
Portfolio. For these services, since November 6, 1996, KLD pays to Signature a
fee computed daily and paid monthly at an annual rate equal to 0.025% of the
average daily net assets of the Index Portfolio, for the Index Portfolio's
then-current fiscal year. For its services, for the period from October 4, 1996
until November 6, 1996, Signature received fees computed daily and paid monthly
from the Index Portfolio at an annual rate equal to 0.025% of the average daily
net assets of the Index Portfolio for the Index Portfolio's then-current fiscal
year. Prior to October 4, 1996, Signature received administrative fees computed
daily and paid monthly from the Index Portfolio at an annual rate equal to 0.05%
of the average daily net assets of the Index Portfolio for its then-current
fiscal year.

<PAGE> 47

For the fiscal year ended July 31, 1995, Signature voluntarily waived
all of its administrative service fee. For the fiscal years ended July 31, 1996
and 1997, Signature received from the Index Portfolio $38,150 and $46,528,
respectively, in administrative service fees.

The administrative services agreements of the Trust and the Index
Portfolio provide that the administrators may render administrative services to
others. The agreements terminate automatically if assigned and may be
terminated without penalty by majority vote of the respective Fund or the
investors of the Index Portfolio, as the case may be, or by a party to the
agreement on not less than 30 days' written notice under the Trust's agreement
and on not more than 60 days' nor less than 30 days' written notice under the
Index Portfolio's agreement. The administrative services agreements also
provide that neither the administrator, nor its personnel shall be liable for
any error of judgment or mistake of law or for any act or omission in the
administration or management of the Funds or the Index Portfolio, as the case
may be, except for wilful misfeasance, bad faith or gross negligence in the
performance of its or their duties or by reason of reckless disregard of its or
their obligations and duties under the respective agreement.

Pursuant to a Sponsorship Agreement dated November 6, 1996, KLD pays the
ordinary operating expenses of the Index Portfolio (other than brokerage fees
and commissions, interest, taxes and extraordinary expenses) and provides the
Index Portfolio with administrative personnel and services necessary to operate
the Index Portfolio. In addition to general administrative services, such
services include answering questions from the general public and the media
regarding the securities holdings of the Index Portfolio. For these services
and facilities, KLD receives fees computed and paid monthly from the Index
Portfolio at an annual rate of 0.20% of the average daily net assets of the
Index Portfolio for the Index Portfolio's then-current fiscal year. KLD
received sponsorship fees of $295,633 for the period November 6, 1996 to
July 31, 1997 from the Index Portfolio

The Trust and the Index Portfolio have entered into a transfer agency
agreement with Investors Bank & Trust Company ("IBT") pursuant to which IBT acts
as transfer agent for the Trust and the Index Portfolio (the "Transfer Agent").
IBT maintains an account for each shareholder of each Fund and each investor in
the Index Portfolio, performs other transfer agency functions and acts as
dividend disbursing agent for each Fund and the Index Portfolio, respectively.

Pursuant to a Custodian Agreement with each of the Trust and the Index
Portfolio, IBT also acts as the custodian of the Funds' assets (i.e., cash and
securities or, in the case of the Equity Fund, its interest in the Index
Portfolio) and as the custodian of the Index Portfolio's assets (the
"Custodian"). The Custodian's responsibilities include safeguarding and
controlling the Funds' and the Index Portfolio's cash and securities, handling
the receipt and delivery of securities, determining income and collecting
interest on the Funds' and the Index Portfolio's investments, maintaining books
of original entry for portfolio and fund accounting and other required books and
accounts, and calculating the daily net asset value of shares and interests in
the Fund and the Index Portfolio, respectively. Securities held by the Funds
and the Index Portfolio may be deposited into certain securities depositaries.
The Custodian does not determine the investment policies of the Funds or the
Index Portfolio nor does the Custodian decide which securities the Funds or the
Index Portfolio will buy or sell. The Index Portfolio may, however, invest in
securities of the Custodian and may deal with the Custodian as a principal in
securities transactions. For its services, IBT will receive such compensation
as may from time to time be agreed upon by it and the Funds and the Index
Portfolio, as the case may be.

<PAGE> 48

The Index Portfolio has notified the Equity Fund that the Board of
Trustees of the Index Portfolio voted to approve certain management changes (the
"Management Restructuring") in order to provide for a more centralized
management structure. The Management Restructuring includes the Index Portfolio,
subject to shareholder approval, entering into a new management agreement with
Domini Social Investments LLC to provide investment supervisory and
administrative services and a new submanagement agreement with Mellon Equity to
manage the investments of the Index Portfolio on a day to day basis. With
respect to this matter, the Trustees have determined that it is appropriate to
vote the shares of the Index Portfolio held by the Equity Fund which it is
entitled to vote in the same proportion as the vote of all other holders of
shares in the Index Portfolio. As of August 28, 1997, the Equity Fund held
1.89% of the shares of the Index Portfolio.

DISTRIBUTION PLAN

The Trust has adopted a Distribution Plan with respect to the Balanced
Fund in accordance with Rule 12b-1 under the 1940 Act after concluding that
there is a reasonable likelihood that the Distribution Plan will benefit the
Fund and its shareholders. The Trust has not adopted a Distribution Plan with
respect to the Equity Fund. The Distribution Plan provides that the Balanced
Fund shall pay a fee to Sunstone Distribution Services, LLC, as the distributor
of shares of the Balanced Fund (the "Distributor"), at an annual rate not to
exceed 0.25% of the Fund's average daily net assets in anticipation of, or as
reimbursement for expenses (i) of compensating broker-dealers with trail or
maintenance commissions and (ii) of printing prospectuses and reports used for
sales purposes, expenses of the preparation and printing of sales literature and
other such distribution-related expenses. Prior to July 7, 1997, Signature
served as distributor of the shares of the Trust. For the fiscal years ended
June 30, 1995, 1996 and 1997, the Balanced Fund accrued distribution fees
aggregating $7,671, $17,165 and $22,403, respectively.

The Distribution Plan will continue in effect indefinitely if such
continuance is specifically approved at least annually by a vote of both a
majority of the Trustees and a majority of the Trustees who are not "interested
persons" (as defined in the 1940 Act) of the Trust and who have no direct or
indirect financial interest in the operation of the Distribution Plan or in any
agreement related to the Plan ("Qualified Trustees"). The Distribution Plan
requires that the Trust shall provide to its Board of Trustees, and its Board of
Trustees shall review, at least quarterly, a written report of the amounts
expended (and the purposes therefor) under the Distribution Plan. The
Distribution Plan further provides that the selection and nomination of the
Qualified Trustees shall be committed to the discretion of the disinterested
Trustees then in office. The Distribution Plan may be terminated at any time by
a vote of a majority of the Qualified Trustees or by a vote of the shareholders
of the Balanced Fund. The Distribution Plan may not be amended to increase
materially the amount of permitted expenses thereunder without the approval of
shareholders and may not be materially amended in any case without a vote of the
majority of both the Trustees and Qualified Trustees. The Distributor will
preserve copies of any plan, agreement or report made pursuant to the
Distribution Plan for a period of not less than six years from the date of the
Plan, and for the first two years the Distributor will preserve such copies in
an easily accessible place.

The Distributor acts as the agent of the Trust in connection with the
offering of shares of the Balanced Fund and the Equity Fund pursuant to a
Distribution Agreement. After the prospectuses and periodic reports have been
prepared, set in type and mailed to existing shareholders, the Distributor pays
for the printing and

<PAGE> 49

distribution of copies thereof which are used in connection with the
offering of shares of the Funds to prospective investors.

NET ASSET VALUE; REDEMPTION IN KIND

The net asset value of each Fund's shares is determined each day the New
York Stock Exchange is open for trading ("Fund Business Day"). (As of the date
of this Statement of Additional Information, such Exchange is open for trading
every weekday except for the following holidays: New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day.) This determination of net asset
value of shares of the Fund is made once during each such day as of the close of
the New York Stock Exchange (currently 4:00 p.m., Eastern time) in the case of
the Funds by deducting the amount of the Fund's liabilities from the value of
its assets and dividing the difference by the number of shares of the Fund
outstanding at the time the determination is made.

Valuation Procedures: Balanced Fund--In valuing the Balanced Fund's
assets, a security listed on the New York Stock Exchange (and not subject to
restrictions against sale by a Fund on such Exchange) will be valued at its last
sale price on such Exchange. Lacking any sales, the security will be valued at
the mean between the closing asked price and the closing bid price. Securities
listed on other exchanges (and not subject to restriction against sale by a Fund
on such exchanges) will be similarly valued, using quotations on the exchange on
which the security is traded most extensively. Unlisted securities which are
quoted on the NASD National Market System, for which there have been sales of
such securities, will be valued at the last sale price reported on such system.
If there are no such sales, the value will be the high or "inside" bid, which is
the bid supplied by the NASD on its NASDAQ System for such securities in the
over-the-counter market. The value of such securities quoted on the NASDAQ
System, but not listed on the National Market System, will be valued at the high
or "inside" bid. Unlisted securities which are not quoted on the NASDAQ System
and for which over-the-counter market quotations are readily available will be
valued at the mean between the current bid and asked prices for such securities
in the over-the-counter market. Other unlisted securities (and listed
securities subject to restriction on sale) will be valued at their fair value as
determined in good faith by the Trustees although the actual calculation may be
done by others. Short-term corporate investments with remaining maturities of
sixty days or less are valued at amortized cost. Open futures contracts are
valued at the most recent settlement price, unless such price does not reflect
the fair value of the contract, in which case such positions will be valued by
or under the direction of the Trustees.

Subject to the Trust's compliance with applicable regulations, the Trust
has reserved the right to pay the redemption price of shares of the Balanced
Fund, either totally or partially, by a distribution in kind of portfolio
securities (instead of cash). The securities so distributed would be valued at
the same amount as that assigned to them in calculating the net asset value for
the shares being sold. If a shareholder received a distribution in kind, the
shareholder could incur brokerage or other charges in converting the securities
to cash. The Trust has elected, however, to be governed by Rule 18f-1 under the
1940 Act, as a result of which the Trust is obligated with respect to any one
investor during any 90 day period to redeem shares of the Balanced Fund solely
in cash up to the lesser of $250,000 or 1% of the Fund's net assets at the
beginning of such 90 day period.

Valuation Procedures: Equity Fund and Index Portfolio --The value of
the Index Portfolio's net assets

<PAGE> 50

(i.e., the value of its securities and other assets less its liabilities,
including expenses payable or accrued) is determined at the same time and on
the same day as the Equity Fund determines its net asset value per share. The
net asset value of the Equity Fund's investment in the Index Portfolio is equal
to the Fund's pro rata share of the total investment of the Fund and of other
investors in the Index Portfolio less the Fund's pro rata share of the Index
Portfolio's liabilities. Equity securities held by the Index Portfolio are
valued at the last sale price on the exchange on which they are primarily
traded or on the NASDAQ system for unlisted national market issues, or at the
last quoted bid price for securities in which there were no sales during the
day or for unlisted securities not reported on the NASDAQ system. If the Index
Portfolio purchases option contracts, such option contracts which are traded on
commodities or securities exchanges are normally valued at the settlement price
on the exchange on which they are traded. Short-term obligations with
remaining maturities of less than sixty days are valued at amortized cost,
which constitutes fair value as determined by the Board of Trustees of the
Index Portfolio. Index Portfolio securities (other than short-term obligations
with remaining maturities of less than sixty days) for which there are no such
quotations or valuations are valued at fair value as determined in good faith
by or at the direction of the Index Portfolio's Board of Trustees.

PERFORMANCE ADVERTISING

Equity Fund and Balanced Fund--The average annual total rate of return
of the Funds will be calculated for any period by (a) dividing (i) the sum of
the aggregate net asset value per share on the last day of the period of shares
purchased with a $1,000 payment on the first day of the period and the aggregate
net asset value per share on the last day of the period of shares purchasable
with dividends and capital gains distributions declared during such period with
respect to shares purchased on the first day of such period and with respect to
shares purchased with such dividends and capital gains distributions, by (ii)
$1,000, (b) raising the quotient to a power equal to 1 divided by the number of
years in the period, and (c) subtracting 1 from the result.

The total rate of return of the Funds for any specified period will be
calculated by (a) dividing (i) the sum of the aggregate net asset value per
share on the last day of the period of shares purchased with a $1,000 payment on
the first day of the period and the aggregate net asset value per share on the
last day of the period of shares purchasable with dividends and capital gains
distributions declared during such period with respect to shares purchased on
the first day of such period and with respect to shares purchased with such
dividends and capital gains distributions, by (ii) $1,000, and (b) subtracting 1
from the result.

For the period March 18, 1992 (commencement of operations) through June
30, 1997, the average annual total return of the Balanced Fund was 9.15%. The
Balanced Fund's average annual total return for the one and five year periods
ended June 30, 1997 were 15.22% and 10.02%, respectively.

<PAGE> 51

The Equity Fund's total rate of return for the fiscal year ended July
31, 1997 was 53.14%. The Fund's average annual total return for the five years
ended July 31, 1997 was 19.36%. The Fund's average annual total return for the
fiscal periods since the Index Portfolio's commencement of investment operations
(June 3, 1991) through July 31, 1997 was 17.49%. The Equity Fund, which
commenced investment operations on September 13, 1995, invests all of its Assets
in the Index Portfolio, a separate registered investment company which commenced
investment operations on June 3, 1991 and commenced operations on August 10,
1990. Consistent with applicable regulatory guidance, performance for the
period from June 3, 1991 to the commencement of operations of the Equity Fund
will reflect the investment performance of the Index Portfolio. The performance
for this prior period reflects the deduction of the charges and expenses of the
Equity Fund set forth in the Expense Table in the Prospectus.

Total rate of return and yield information with respect to the Social
Index will be computed in the same fashion as set forth above with respect to
the Equity Fund, except that for purposes of this computation an investment will
be assumed to have been made in a portfolio consisting of all of the stocks
comprising the Social Index weighted in accordance with the weightings of the
stocks comprising the Social Index. Performance information with respect to the
Social Index will not take into account brokerage commission and other
transaction costs which will be incurred by the Index Portfolio.

The total rate of return should not be considered a representation of
the total rate of return of the respective Fund or the Index Portfolio in the
future since the total rate of return is not fixed. Actual total rates of
return will depend on changes in the market value of, and dividends and interest
received from, the investments held by the Funds or Index Portfolio and expenses
of the Funds and the Index Portfolio during the period. Performance is
historical and will fluctuate. An investor's shares when redeemed may be worth
more or less than their original cost.

Total rate of return information may be useful for reviewing the
performance of a Fund or the Index Portfolio and for providing a basis for
comparison with other investment alternatives. However, unlike bank deposits or
other investments which pay a fixed yield for a stated period of time, total
rate of return fluctuates, and this should be considered when reviewing
performance or making comparisons.

Any current "yield" quotation of the Funds shall consist of an
annualized historical yield, carried to at least the nearest hundredth of one
percent, based on a 30 calendar day or one-month period and shall be calculated
by (a) raising to the sixth power the sum of 1 plus the quotient obtained by
dividing the Fund's net investment income earned during the period by the
product of the average daily number of shares outstanding during the period that
were entitled to receive dividends and the maximum offering price per share on
the last day of the period, (b) subtracting 1 from the result, and (c)
multiplying the result by 2.

FEDERAL TAXES

Each year, the Trust intends to qualify each Fund and elect that each
Fund be treated as a separate "regulated investment company" under Subchapter M
of the Internal Revenue Code of 1986, as amended (the "Code"). Under Subchapter
M of the Code each Fund will not be subject to federal income taxes on amounts
distributed to shareholders. As long as each Fund qualifies as a "regulated
investment company" under the Code, the Fund will not be required to pay
Massachusetts income or excise taxes.

<PAGE> 52

Qualification as a regulated investment company under the Code requires,
among other things, that (a) at least 90% of a Fund's annual gross income,
without offset for losses from the sale or other disposition of securities, be
derived from interest, payments with respect to securities loans, dividends and
gains from the sale or other disposition of securities or other income derived
with respect to its business of investing in such securities; (b) for the Funds'
fiscal years ending in 1998 only, less than 30% of a Fund's annual gross income
is derived from gains (without offset for losses) from the sale or other
disposition of securities held for less than three months; and (c) the holdings
of a Fund are diversified so that, at the end of each quarter of its taxable
year, (i) at least 50% of the market value of a Fund's assets is represented by
cash, U.S. Government securities and other securities limited in respect of any
one issuer to an amount not greater than 5% of the Fund's assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than 25% of the
value of a Fund's assets is invested in the securities of any one issuer (other
than U.S. Government securities). In addition, in order not to be subject to
federal income tax, at least 90% of a Fund's net investment income and net
short-term capital gains earned in each year must be distributed to the Fund's
shareholders. If a Fund should fail to qualify as a "regulated investment
company" in any year, the Fund would incur a regular corporate federal income
tax upon its taxable income and Fund distributions would generally be taxable as
ordinary dividend income to the shareholders.

Shareholders of the Funds will normally have to pay federal income taxes
and any state or local income taxes on the dividends and capital gain
distributions they receive from the Fund. Dividends from ordinary income and
any distributions from net short-term capital gains are taxable to shareholders
as ordinary income for federal income tax purposes, whether the distributions
are made in cash or in additional shares. A portion of the Funds' ordinary
income (but none of the Funds' capital gains) dividends is normally eligible for
the dividends received deduction for corporations if the recipient otherwise
qualifies for that deduction with respect to its holding of Fund shares.
Availability of the deduction for a particular corporate shareholder is subject
to certain limitations, and deducted amounts may be subject to the alternative
minimum tax and result in certain basis adjustments. Distributions of net
capital gains (i.e., the excess of net long-term capital gains over net
short-term capital losses), whether made in cash or in additional shares, are
taxable to shareholders as long-term capital gains for federal income tax
purposes without regard to the length of time the shareholders have held their
shares. Any Fund dividend that is declared in October, November, or December of
any calendar year, that is payable to shareholders of record in such a month,
and that is paid the following January will be treated as if received by the
shareholders on December 31 of the year in which the divided is declared. The
Funds will notify shareholders regarding the federal tax status of its
distributions after the end of each calendar year.

Gains or losses on sales of securities for the Funds will be treated as
long-term capital gains or losses if the securities have been held by it for
more than one year except in certain cases where a put has been acquired or a
call has been written thereon for the Fund. Other gains or losses on the sale
of securities will be short-term capital gains or losses.

Options--Gains and losses on the sale, lapse or other termination of
options on securities will generally be treated as gains and losses from the
sale of securities. If an option written for the Balanced Fund or the Index
Portfolio lapses or is terminated through a closing transaction, such as a
repurchase for the Balanced Fund or the Index Portfolio of the option from its
holder, the Balanced Fund or the Index Portfolio may realize a short-term
capital gain or loss, depending on whether the premium income is greater or less
than the amount paid in the closing transaction. If securities are sold for the
Balanced Fund or the Index

<PAGE> 53

Portfolio pursuant to the exercise of a call option written for it, the
premium received will be added to the sale price of the securities delivered in
determining the amount of gain or loss on the sale. The requirement that less
than 30% of the Balanced Fund's or the Index Portfolio's gross income be derived
from gains from the sale of securities held for less than three months may limit
the ability of the Balanced Fund or the Index Portfolio to write options and
engage in transactions involving stock index futures.

Certain options contracts held for the Balanced Fund and the Index
Portfolio at the end of each fiscal year will be required to be "marked to
market" for federal income tax purposes; that is, treated as having been sold at
market value. Sixty percent of any gain or loss recognized on these deemed
sales and on actual dispositions will be treated as long-term capital gain or
loss, and the remainder will be treated as short-term capital gain or loss
regardless of how long the Balanced Fund or the Index Portfolio has held such
options. The Balanced Fund or the Index Portfolio may be required to defer the
recognition of losses on stock or securities to the extent of any unrecognized
gain on offsetting positions held for it.

Redemption of Shares--Any gain or loss realized on the redemption of
Fund shares by a shareholder who is not a dealer in securities will be treated
as long-term capital gain or loss if the shares have been held for more than
one year, and otherwise as short-term capital gain or loss. However, any loss
realized by a shareholder upon the redemption of Fund shares held one year or
less will be treated as a long-term capital loss to the extent of any long-term
capital gains distributions received by the shareholder with respect to such
shares. Additionally, any loss realized on a redemption or exchange of Fund
shares will be disallowed to the extent the shares disposed of are replaced
within a period of 61 days beginning 30 days before such disposition, such as
pursuant to reinvestment of a dividend or capital gains distribution in Fund
shares.

Investment Activities--The Balanced Fund's and Index Portfolio's
activities in options may be restricted by the requirements of the Internal
Revenue Code for qualification as a regulated investment company. In addition,
the Balanced Fund's and the Index Portfolio's activities involving futures
contracts and forward contracts may be limited by the requirements of
Subchapter M of the Internal Revenue Code for qualification as a regulated
investment company.

DESCRIPTION OF SHARES, VOTING RIGHTS AND LIABILITIES
- ------------------------------------------------------------------

The Trust's Declaration of Trust permits the Trustees to issue an
unlimited number of full and fractional Shares of Beneficial Interest (par
value $0.01 per share) of each series and to divide or combine the shares into
a greater or lesser number of shares of that series without thereby changing
the proportionate beneficial interests in that series. The Funds are the only
current series of shares of the Trust, and the Trust has reserved the right to
create and issue additional series of shares. Each share of a series
represents an equal proportionate interest in that series with each other share
of that series. The shares of each series participate equally in the earnings,
dividends and assets of the particular series. Shares of each series are
entitled to vote separately to approve advisory agreements or changes in
investment policy, but shares of all series may vote together in the election
or selection of Trustees, principal underwriters and accountants. Upon
liquidation or dissolution of a series, shareholders of that series would be
entitled to share pro rata in the net assets of that series available for
distribution to shareholders.

<PAGE> 54

Shareholders are entitled to one vote for each share held on matters on
which they are entitled to vote. The Trust is not required and has no present
intention to hold annual meetings of shareholders, but the Trust will hold
special meetings of shareholders when in the judgment of the Trustees it is
necessary or desirable to submit matters for a shareholder vote. Shareholders
have under certain circumstances (i.e., upon application and submission of
certain specified documents to the Trustees by a specified number of
shareholders) the right to communicate with other shareholders in connection
with requesting a meeting of shareholders for the purpose of removing one or
more Trustees. Shareholders also have under certain circumstances the right to
remove one or more Trustees without a meeting by a declaration in writing by a
specified number of shareholders. No material amendment may be made to the
Trust's Declaration of Trust without the affirmative vote of the holders of a
majority of the outstanding shares of each series affected by the amendment.
(See "Investment Objectives, Policies and Restrictions-- Investment
Restrictions".) Shares have no preference, preemptive, conversion or similar
rights. Shares, when issued, are fully paid and nonassessable, except as set
forth below. The Fund may be terminated (i) upon sale of its assets, if
approved by the vote of the holders of two thirds of its outstanding shares,
except that if the Board of Trustees recommends such sale of assets, the
approval by vote of the majority of the Fund's outstanding shares will be
sufficient, or (ii) by the vote of the holders of the majority of the Fund's
outstanding shares, or (iii) by the Trustees of the Trust by written notice to
the shareholders. If not so terminated, each Fund will continue indefinitely.

The Trust is an entity of the type commonly known as a "Massachusetts
business trust". Under Massachusetts law, shareholders of such a business
trust may, under certain circumstances, be held personally liable as partners
for its obligations and liabilities. However, the Declaration of Trust
contains an express disclaimer of shareholder liability for acts or obligations
of the Trust and provides for indemnification and reimbursement of expenses out
of Trust property for any shareholder held personally liable for the
obligations of the Trust. The Declaration of Trust also provides that the
Trust shall maintain appropriate insurance (for example, fidelity bonding and
errors and omissions insurance) for the protection of the Trust, its
shareholders, Trustees, officers, employees and agents covering possible tort
and other liabilities. Thus, the risk of a shareholder incurring financial
loss on account of shareholder liability is limited to circumstances in which
both inadequate insurance existed and the Trust itself was unable to meet its
obligations.

The Declaration of Trust further provides that obligations of the Trust
are not binding upon the Trustees individually but only upon the property of
the Trust and that the Trustees will not be liable for any action or failure to
act, but nothing in the Declaration of Trust protects a Trustee against any
liability to which he would otherwise be subject by reason of wilful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office.

Each investor in the Index Portfolio, including the Equity Fund, may
add to or reduce its investment in the Index Portfolio on each Fund Business
Day. At the close of each such business day, the value of each investor's
interest in the Index Portfolio will be determined by multiplying the net asset
value of the Index Portfolio by the percentage representing that investor's
share of the aggregate beneficial interests in the Index Portfolio effective
for that day. Any additions or withdrawals, which are to be effected as of the
close of business on that day, will then be effected. The investor's
percentage of the aggregate beneficial interests in the Index Portfolio will
then be re-computed as the percentage equal to the fraction (i) the numerator
of which is the value of such investor's investment in the Index Portfolio as
of the close of business on such day plus or minus, as the case may be, the
amount of any additions to or withdrawals from the investor's investment in the
Index Portfolio effected as of the close of business on such day, and (ii) the
denominator of which is the

<PAGE> 55

aggregate net asset value of the Index Portfolio as of the close of
business on such day plus or minus, as the case may be, the amount of the net
additions to or withdrawals from the aggregate investments in the Index
Portfolio by all investors in the Index Portfolio. The percentage so
determined will then be applied to determine the value of the investor's
interest in the Index Portfolio as of the close of business on the following
Fund Business Day.

PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS

BALANCED FUND

Specific decisions to purchase or sell securities for the Fund are made
by a portfolio manager who is an employee of the Subadviser and who is
appointed and supervised by its senior officers. Changes in the Fund's
investments are reviewed by the Board of Trustees. The Fund's portfolio
manager may serve other clients of the respective Subadviser in a similar
capacity.

Decisions concerning the execution of portfolio security transactions
of the Balanced Fund, including the selection of the market and the
broker-dealer firm, are made by the Subadviser. The Subadviser is also
responsible for the execution of transactions for all other accounts managed by
it.

The Subadviser places the security transactions of the Balanced Fund
and of all other accounts managed by it for execution with many broker-dealer
firms. The Subadviser uses its best efforts to obtain execution of portfolio
transactions at prices which are advantageous to the Fund and (when a disclosed
commission is being charged) at reasonably competitive commission rates. In
seeking such execution, the Subadviser will use its best judgement in
evaluating the terms of a transaction, and will give consideration to various
relevant factors, including without limitation the size and type of the
transaction, the general execution and operational capabilities of the
broker-dealer, the nature and character of the market for the security, the
confidentiality, speed and certainty of effective execution required for the
transaction, the reputation, reliability, experience and financial condition of
the broker-dealer, the value and quality of services rendered by the
broker-dealer in other transactions, and the reasonableness of the commission,
if any. Transactions on United States stock exchanges and other agency
transactions involve the payment by the Fund of negotiated brokerage
commissions. Such commissions vary among different broker-dealer firms, and a
particular broker-dealer may charge different commissions according to such
factors as the difficulty and size of the transaction and the volume of
business done with such broker-dealer. Transactions in foreign securities
usually involve the payment of fixed brokerage commissions, which are generally
higher than those in the United States. There is generally no stated
commission in the case of securities traded in the over-the-counter markets,
but the price paid or received by the Fund usually includes an undisclosed
dealer markup or markdown. In an underwritten offering the price paid by the
Fund often includes a disclosed fixed commission or discount retained by the
underwriter or dealer. Although commissions paid on portfolio security
transactions will, in the judgement of the Subadviser, be reasonable in
relation to the value of the services provided, commissions exceeding those
which another firm might charge may be paid to broker-dealers who were selected
to execute transactions on behalf of the Fund and the Subadviser's other
clients in part for providing brokerage and research services to the
Subadviser.

<PAGE> 56

As authorized in Section 28(e) of the Securities Exchange Act of 1934,
a broker or dealer who executes a portfolio transaction on behalf of the
Balanced Fund may receive a commission which is in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Subadviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research services
provided. This determination may be made on the basis of either that
particular transaction or on the basis of the overall responsibilities which
the Subadviser and its affiliates have for accounts over which they exercise
investment discretion. In making any such determination, the Subadviser will
not attempt to place a specific dollar value on the brokerage and research
services provided or to determine what portion of the commission should be
related to such services. Brokerage and research services may include advice
as to the value of securities, the advisability of investing in, purchasing, or
selling securities, and the availability of securities or purchasers or sellers
of securities; furnishing analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts; and effecting securities transactions and performing functions
incidental thereto (such as clearance and settlement); and the "Research
Services" referred to in the next paragraph.

It is a common practice in the investment advisory industry for the
advisers of investment companies, institutions and other investors to receive
research, statistical and quotation services, data, information and other
services, products and materials which assists such advisers in the performance
of their investment responsibilities ("Research Services") from broker-dealer
firms which execute portfolio transactions for the clients of such advisers and
from third parties with which these broker-dealers have arrangements.
Consistent with this practice, the Subadviser receives Research Services from
many broker-dealer firms with which the Subadviser places the Fund transactions
and from third parties which with these broker-dealers have arrangements.
These Research Services include such matters as general economic and market
reviews, industry and company reviews, evaluations of securities and portfolio
strategies and transactions, recommendations as to the purchase and sale of
securities and other portfolio transactions, financial, industry and trade
publications, news and information services, pricing and quotation equipment
and services, and research oriented computer hardware, software, data bases and
services. Any particular Research Service obtained through a broker-dealer may
be used by the Subadviser in connection with client accounts other than those
accounts which pay commissions to such broker-dealer. Any such Research
Service may be broadly useful and of value to the Subadviser in rendering
investment advisory services to all or a significant portion of its clients, or
may be relevant and useful for the management of only one client's account or
of a few clients' accounts, or may be useful for the management of merely a
segment of certain clients' accounts, regardless of whether any such account or
accounts paid commissions to the broker-dealer through which such Research
Service was obtained. The advisory fee paid by the Balanced Fund is not
reduced because the Subadviser receives such Research Services. The Subadviser
evaluates the nature and quality of the various Research Services obtained
through broker-dealer firms and attempts to allocate sufficient commissions to
such firms to ensure the continued receipt of Research Services which the
Subadviser believes are useful or of value to it rendering investment advisory
services to its clients.

Subject to the requirement that the Subadviser shall use its best
efforts to seek to execute Fund security transactions at advantageous prices
and at reasonably competitive commission rates or spreads, the Subadviser is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom Fund orders may be placed the fact that such firm has sold or is
selling shares of investment companies sponsored by the Subadviser or Eaton
Vance. This policy is not inconsistent with a rule of the National Association
of Securities Dealers, Inc., which provides that no firm which is a member of
the Association shall favor or

<PAGE> 57

disfavor the distribution of shares of any particular investment
company or group of investment companies on the basis of brokerage commissions
received or expected by such firm from any source.

Securities considered as investments for the Balanced Fund may also be
appropriate for other investment accounts managed by the Subadviser or its
affiliates. The Subadviser will attempt to allocate equitably portfolio
security transactions among the Fund and the portfolios of its other investment
accounts whenever decisions are made to purchase or sell securities by the Fund
and one or more of such other accounts simultaneously. In making such
allocations, the main factors to be considered are the respective investment
objectives of the Fund and such other accounts, the relative size of portfolio
holdings of the same or comparable securities, the availability of cash for
investment by the Fund and such accounts, the size of investment commitments
generally held by the Fund and such accounts and the opinions of the persons
responsible for recommending investments to the Fund and such accounts. While
this procedure could have a detrimental effect on the price or amount of the
securities available to the Fund from time to time, it is the opinion of the
Trustees of the Trust and the Fund that the benefits available from the
Subadviser organization outweigh any disadvantage that may arise from exposure
to simultaneous transactions.

For the fiscal years ended June 30, 1995, 1996 and 1997, the Balanced
Fund accrued brokerage commissions aggregating $905, $21,408 and $20,762,
respectively.

EQUITY FUND AND INDEX PORTFOLIO

Specific decisions to purchase or sell securities for the Index
Portfolio are made by a portfolio manager who is an employee of Mellon Equity
and who is appointed and supervised by its senior officers. Changes in the
Index Portfolio's investments are reviewed by its Board of Trustees. The
portfolio manager of the Index Portfolio may serve other clients of Mellon
Equity in a similar capacity.

Frequent changes in the Index Portfolio's holdings may result from the
policy of attempting to correlate the Index Portfolio's securities holdings
with the composition of the Social Index, and the frequency of such changes
will increase as the rate and volume of purchases and redemptions of shares of
the Index Portfolio increases. The annual portfolio turnover rates of the
Index Portfolio for the fiscal years ended July 31, 1996 and 1997 were 5% and
1%, respectively.

The Index Portfolio's primary consideration in placing securities transactions
with broker-dealers for execution is to obtain and maintain the
availability of execution at the most favorable prices and in the most
effective manner possible. Mellon Equity attempts to achieve this result by
selecting broker-dealers to execute transactions on behalf of the Index
Portfolio and other clients of Mellon Equity on the basis of their professional
capability, the value and quality of their brokerage services, and the level of
their brokerage

<PAGE> 58

commissions. In the case of securities traded in the over-the-counter
market (where no stated commissions are paid but the prices include a dealer's
markup or markdown), Mellon Equity normally seeks to deal directly with the
primary market makers, unless in its opinion, best execution is available
elsewhere. In the case of securities purchased from underwriters, the cost of
such securities generally includes a fixed underwriting commission or
concession. From time to time, soliciting dealer fees are available to Mellon
Equity on the tender of the Index Portfolio's securities in so-called tender or
exchange offers. Such soliciting dealer fees are in effect recaptured for the
Index Portfolio by Mellon Equity. At present no other recapture arrangements
are in effect. Consistent with the foregoing primary consideration, the Rules
of Fair Practice of the National Association of Securities Dealers, Inc. and
such other policies as the Trustees of the Index Portfolio may determine,
Mellon Equity may consider sales of shares of the Equity Fund and of securities
of other investors in the Index Portfolio as a factor in the selection of
broker-dealers to execute the Index Portfolio's securities transactions.
Neither the Index Portfolio nor the Equity Fund will engage in brokerage
transactions with the Adviser of the Index Portfolio, the Investment Manager or
the Administrator of the Index Portfolio or any of their respective affiliates
or any affiliate of the Equity Fund or the Index Portfolio.

Under the Management Agreement and as permitted by Section 28(e) of the
Securities Exchange Act of 1934, Mellon Equity may cause the Index Portfolio to
pay a broker-dealer acting on an agency basis which provides brokerage and
research services to Mellon Equity or KLD an amount of commission for effecting
a securities transaction for the Index Portfolio in excess of the amount other
broker-dealers would have charged for the transaction if Mellon Equity
determines in good faith that the greater commission is reasonable in relation
to the value of the brokerage and research services provided by the executing
broker-dealer viewed in terms of either a particular transaction or Mellon
Equity's or KLD's overall responsibilities to the Index Portfolio or to its
other clients. Not all of such services are useful or of value in advising the
Index Portfolio.

The term "brokerage and research services" includes advice as to the
value of securities, the advisability of investing in, purchasing, or selling
securities, and the availability of securities or of purchasers or sellers of
securities; furnishing analyses and reports concerning issues, industries,
securities, economic factors and trends, portfolio strategy and the performance
of accounts; and effecting securities transactions and performing functions
incidental thereto such as clearance and settlement. However, because of the
Index Portfolio's policy of investing in accordance with the Social Index,
Mellon Equity and KLD currently intend to make only a limited use of such
brokerage and research services.

Although commissions paid on every transaction will, in the judgment of
Mellon Equity, be reasonable in relation to the value of the brokerage services
provided, commissions exceeding those which another broker might charge may be
paid to broker-dealers who were selected to execute transactions on behalf of
the Index Portfolio and Mellon Equity's or KLD's other clients in part for
providing advice as to the availability of securities or of purchasers or
sellers of securities and services in effecting securities transactions and
performing functions incidental thereto such as clearance and settlement.
Certain broker-dealers may be willing to furnish statistical, research and
other factual information or services to Mellon Equity or KLD for no
consideration other than brokerage or underwriting commissions.

Mellon Equity and KLD attempt to evaluate the quality of research
provided by brokers. Mellon Equity and KLD sometimes use evaluations resulting
from this effort as a consideration in the selection of brokers to execute
portfolio transactions. However, neither Mellon Equity nor KLD is able to
quantify the amount of commissions which are paid as a result of such research
because a substantial number of transactions are

<PAGE> 59

effected through brokers which provide research but which are selected
principally because of their execution capabilities.

The fees that the Index Portfolio pays to Mellon Equity and KLD will
not be reduced as a consequence of the Index Portfolio's receipt of brokerage
and research services. To the extent the Index Portfolio's securities
transactions are used to obtain brokerage and research services, the brokerage
commissions paid by the Index Portfolio will exceed those that might otherwise
be paid for such portfolio transactions and research, by an amount which cannot
be presently determined. Such services may be useful and of value to Mellon
Equity or KLD in serving both the Index Portfolio and other clients and,
conversely, such services obtained by the placement of brokerage business of
other clients may be useful to Mellon Equity or KLD in carrying out its
obligations to the Index Portfolio. While such services are not expected to
reduce the expenses of Mellon Equity or KLD, Mellon Equity or KLD would,
through use of the services, avoid the additional expenses which would be
incurred if it should attempt to develop comparable information through its own
staff. For the fiscal years ended July 31, 1995, 1996 and 1997 the Index
Portfolio paid brokerage commissions of $15,222, $45,018 and $101,337.

In certain instances there may be securities which are suitable for the
Index Portfolio as well as for one or more of Mellon Equity's or KLD's other
clients. Investment decisions for the Index Portfolio and for Mellon Equity's
or KLD's other clients are made with a view to achieving their respective
investment objectives. It may develop that a particular security is bought or
sold for only one client even though it might be held by, or bought or sold
for, other clients. Likewise, a particular security may be bought for one or
more clients when one or more clients are selling that same security. Some
simultaneous transactions are inevitable when several clients receive
investment advice from the same investment adviser, particularly when the same
security is suitable for the investment objectives of more than one client.
When two or more clients are simultaneously engaged in the purchase or sale of
the same security, the securities are allocated among clients in a manner
believed to be equitable to each. It is recognized that in some cases this
system could have a detrimental effect on the price or volume of the security
as far as the Index Portfolio is concerned. However, it is believed that the
ability of the Index Portfolio to participate in volume transactions will
produce better executions for the Index Portfolio.

INDEPENDENT AUDITORS AND EXPERTS

KPMG Peat Marwick LLP are the independent auditors of the Balanced
Fund, the Equity Fund and the Index Portfolio, providing audit services and
review of filings with the SEC. Prior to July 1, 1995, other auditors served
as independent certified public accountants of the Balanced Fund. The
financial statements of the Funds included herein have been so included in
reliance upon the report of KPMG Peat Marwick LLP as experts in accounting and
auditing. The financial statements of the Index Portfolio included herein
have been so included in reliance upon the report of KPMG Peat Marwick LLP as
experts in accounting and auditing.

<PAGE> 60

ADDITIONAL INFORMATION

A shareholder's right to receive payment with respect to any redemption
may be suspended or the payment of the redemption proceeds postponed: (i)
during periods when the New York Stock Exchange is closed for other than
weekends and holidays or when trading on such Exchange is restricted as
determined by the SEC by rule or regulation, (ii) during periods in which an
emergency exists which causes disposal of, or evaluation of the net asset value
of, the Funds' portfolio securities to be unreasonable or impracticable, or
(iii) for such other periods as the SEC may permit.

With respect to the securities offered by the Funds' Prospectus, this
Statement of Additional Information and the Prospectus do not contain all the
information included in the Registration Statement filed with the SEC under the
1933 Act. Pursuant to the rules and regulations of the SEC, certain portions
have been omitted. The Registration Statement including the exhibits filed
therewith may be examined at the office of the SEC in Washington, D.C.

Statements contained in this Statement of Additional Information and
the Prospectus concerning the contents of any contract or other document are
not necessarily complete, and in each instance, reference is made to the copy
of such contract or other document filed as an exhibit to the Registration
Statement. Each such statement is qualified in all respects by such reference.

FINANCIAL STATEMENTS

The financial statements of the Funds and the Portfolio as of June 30,
1997 and July 31, 1997 have been filed as part of each of the Fund's annual
report with the Securities and Exchange Commission pursuant to Section 30(b) of
the 1940 Act and Rule 30b2-1 thereunder, are hereby incorporated herein by
reference from such report. A copy of such report will be provided, without
charge, to each person receiving this Statement of Additional Information.

<PAGE> 61

APPENDIX - DESCRIPTION OF SECURITIES RATINGS1

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:

AAA: Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt-edged". Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

AA: Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuations of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risk appear somewhat larger than in Aaa
securities.

A: Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate, but elements may be
present which suggest a susceptibility to impairment sometime in the future.

BAA: Bonds which are rated Baa are considered as medium grade
obligations, (i.e., they are neither highly protected nor poorly secured).
Interest payments and principal security appear adequate for the present, but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

BA: Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safe-guarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.

B: Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

CAA: Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.

CA: Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

<PAGE> 62

C: Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

NOTE: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
rating category.

SHORT-TERM DEBT

Moody's short term debt ratings are opinions of the ability of issuers
to repay punctually promissory obligations not having an original maturity in
excess of one year.

Issuers rated PRIME-1 or P-1 (or supporting institutions) have a
superior ability for repayment of senior short-term debt obligations. Prime-1
or P-1 repayment ability will often be evidenced by many of the following
characteristics:

- Leading market positions in well established industries.
- High rates of return on funds employed.
- Conservative capitalization structure with moderate reliance
on debt and ample asset protection.
- Broad margins in earnings coverage of fixed financial charges
and high internal cash generation.
- Well established access to a range of financial markets and
assured sources of alternate liquidity.

Issuers rated PRIME-2 or P-2 (or supporting institutions) have a strong
ability for repayment of senior short-term debt obligations. This will
normally be evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while still appropriate,
may be more affected by external conditions. Ample alternate liquidity is
maintained.

DESCRIPTION OF STANDARD & POOR'S RATINGS GROUP'S CORPORATE BOND RATINGS:

INVESTMENT GRADE

AAA: Debt rated AAA has the highest rating assigned by S&P's to a debt
obligation. Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

<PAGE> 63

A: Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than bonds in higher rated categories.

BBB: Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

SPECULATIVE GRADE

Debt rated BB, B, CCC, CC, and C is regarded as having predominantly
speculative characteristics with respect to capacity to pay interest and repay
principal. BB indicates the least degree of speculation and C the highest.
While such debt will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major exposures to adverse
conditions.

BB: Debt rated BB has less near-term vulnerability to default than
other speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
The BB rating category is also used for debt subordinated to senior debt that
is assigned an actual or implied BBB-rating.

B: Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments. Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.

The B rating category is also used for debt subordinated to senior debt
that is assigned an actual or implied BB or BB-rating.

CCC: Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. In
the event of adverse business, financial, or economic conditions, it is not
likely to have the capacity to pay interest and repay principal.

The CCC rating category is also used for debt subordinated to senior
debt that is assigned an actual or implied B or B-rating.

CC: The rating CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.

C: The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC-debt rating. The C rating may
be used to cover a situation where a bankruptcy petition has been filed, but
debt service payments are continued.

C1: The Rating C1 is reserved for income bonds on which no interest is
being paid.

<PAGE> 64

D: Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The D
rating also will be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.

PLUS (+) OR MINUS (-): The ratings from AA to CCC may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.

NR: Bonds may lack a S&P's rating because no public rating has been
requested, because there is insufficient information on which to base a rating,
or because S&P's does not rate a particular type of obligation as a matter of
policy.

COMMERCIAL PAPER

A: S&P's commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market.

A-1: This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus (+) sign
designation.

A-2: Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1 ".

A-3: Issues carrying this designation have adequate capacity for timely
payment. They are, however, more vulnerable to the adverse effects of changes
in circumstances than obligations carrying the higher designations.

FITCH INVESTORS SERVICE, INC.

INVESTMENT GRADE BOND RATINGS

AAA: Bonds considered to be investment grade and of the highest credit
quality. The obligor has an exceptionally strong ability to pay interest and
repay principal, which is unlikely to be affected by reasonably foreseeable
events.

AA: Bonds considered to be investment grade and of very high credit
quality. The obligor's ability to pay interest and repay principal is very
strong, although not quite as strong as bonds rated "AAA". Because bonds rated
in the "AAA" and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these issuers is generally
rated "F-1+".

A: Bonds considered to be investment grade and of high credit quality.
The obligors ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions
and circumstances than bonds with higher ratings.

<PAGE> 65

BBB: Bonds considered to be investment grade and of satisfactory credit
quality. The obligors ability to pay interest and repay principal is
considered to be adequate. Adverse changes in economic conditions and
circumstances, however, are more likely to have adverse impact on these bonds,
and therefore, impair timely payment. The likelihood that the ratings of these
bonds will fall below investment grade is higher than for bonds with higher
ratings.

HIGH YIELD BOND RATINGS

BB: Bonds are considered speculative. The obligors ability to pay
interest and repay principal may be affected over time by adverse economic
changes. However, business and financial alternatives can be identified which
could assist the obligor in satisfying its debt service requirements.

B: Bonds are considered highly speculative. While bonds in this class
are currently meeting debt service requirements, the probability of continued
timely payment of principal and interest reflects the obligors limited margin
of safety and the need for reasonable business and economic activity throughout
the life of the issue.

CCC: Bonds have certain identifiable characteristics which, if not
remedied, may lead to default. The ability to meet obligations requires an
advantageous business and economic environment.

CC: Bonds are minimally protected. Default in payment of interest
and/or principal seems probable over time.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D: Bonds are in default of interest and/or principal
payments. Such bonds are extremely speculative and should be valued on the
basis of their ultimate recovery value in liquidation or reorganization of the
obligor. "DDD" represents the highest potential for recovery on these bonds,
and "D" represents the lowest potential for recovery.

PLUS (+) OR MINUS (-): The ratings from AA to C may be modified by the
addition of a plus or minus sign to indicate the relative position of a credit
within the rating category.

NR: Indicates that Fitch does not rate the specific issue.

CONDITIONAL: A conditional rating is premised on the successful
completion of a project or the occurrence of a specific event.

INVESTMENT GRADE SHORT-TERM RATINGS

Fitch's short-term ratings apply to debt obligations that are payable
on demand or have original maturities of generally up to three years, including
commercial paper, certificates of deposit, medium-term notes, and municipal and
investment notes.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating
are regarded as having the strongest degree of assurance for timely payment.

<PAGE> 66

F-1: Very Strong Credit Quality. Issues assigned this rating reflect
an assurance of timely payment only slightly less in degree than issues rated
"F-1+".

F-2: Good Credit Quality. Issues assigned this rating have a
satisfactory degree of assurance for timely payment, but the margin of safety
is not as great as the "F-1+" and "F-1 " categories.

F-3: Fair Credit Quality. Issues assigned this rating have
characteristics suggesting that the degree of assurance for timely payment is
adequate, however, near-term adverse changes could cause these securities to be
rated below investment grade.

DUFF & PHELPS

INVESTMENT GRADE BOND RATINGS

AAA: Highest credit quality. The risk factors are negligible, being
only slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AND AA-: High credit quality. Protection factors are strong.
Risk is modest but may vary slightly from time to time because of economic
conditions.

A+, A, AND A-: Protection factors are average but adequate. However,
risk factors are more variable and greater in periods of economic stress.

BBB+, BBB, AND BBB-: Below average protection factors but still
considered sufficient for prudent investment. Considerable variability in risk
during economic cycles.

HIGH YIELD BOND RATINGS

BB+, BB, AND BB-: Below investment grade but deemed likely to meet
obligations when due. Present or prospective financial protection factors
fluctuate according to industry conditions or company fortunes. Overall
quality may move up or down frequently within this category.

B+, B, AND B-: Below investment grade and possessing risk that
obligations will not be met when due. Financial protection factors will
fluctuate widely according to economic cycles, industry conditions and/or
company fortunes. Potential exists for frequent changes in the rating within
this category or into a higher or lower rating grade.

CCC: Well below investment grade securities. Considerable uncertainty
exists as to timely payment of principal interest or preferred dividends.
Protection factors are narrow and risk can be substantial with unfavorable
economic/industry conditions, and/or with unfavorable company developments.

Preferred stocks are rated on the same scale as bonds but the preferred
rating gives weight to its more junior

<PAGE> 67

COMMERCIAL PAPER/CERTIFICATES OF DEPOSIT

CATEGORY 1: TOP GRADE

DUFF 1 PLUS: Highest certainty of timely payment. Short-term liquidity
including internal operating factors and/or ready access to alternative sources
of funds, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.

DUFF 1: Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors
are minor.

DUFF 1 MINUS: High certainty of timely payment. Liquidity factors are
strong and supported by good fundamental protection factors. Risk factors are
very small.

CATEGORY 2: GOOD GRADE

DUFF 2: Good certainty of timely payment. Liquidity factors and
company fundamentals are sound. Although ongoing funding needs may enlarge
total financing requirements, access to capital markets is good. Risk factors
are small.

CATEGORY 3: SATISFACTORY GRADE

DUFF 3: Satisfactory liquidity and other protection factors qualify
issue as to investment grade. Risk factors are larger and subject to more
variation. Nevertheless timely payment is expected.

No ratings are issued for companies whose paper is not deemed to be of
investment grade.

* * * * *

NOTES:

1 The ratings indicated herein are believed to be the most recent ratings
available at the date of this Statement of Additional Information for
the securities listed. Ratings are generally given to securities at the
time of issuance. While the rating agencies may from time to time revise
such ratings, they undertake no obligation to do so, and the ratings
indicated do not necessarily represent ratings which would be given to
these securities on the date of the Fund's fiscal year end.

Bonds which are unrated expose the investor to risks with respect to
capacity to pay interest or repay principal which are similar to the risks of
lower-rated bonds. The Balanced Fund is dependent on the investment adviser's
or investment subadviser's judgment, analysis and experience in the evaluation
of such bonds.

Investors should note that the assignment of a rating to a bond by a
rating service may not reflect the effect of recent developments on the
issuer's ability to make interest and principal payments.

<PAGE> 68

PART C

OTHER INFORMATION

ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS

A. FINANCIAL STATEMENTS

The following are included in Parts A:

1. Financial Highlights for the
Balanced Fund
2. Financial Highlights for the
Equity Fund

The following audited financial statements for the Balanced Fund
are incorporated by reference in Part B:

1. Portfolio of Investments as of
June 30, 1997
2. Statement of Assets and
Liabilities as of June 30, 1997
3. Statement of Operations for the
year ended June 30, 1997
4. Statements of Changes in Net
Assets for the fiscal years ended June 30, 1996 and
1997
5. Notes to Financial Statements,
June 30, 1997
6. Independent Auditors' Report

The following audited financial statements for the Equity Fund are
incorporated by reference in Part B:

1. Portfolio of Investments as of July 31, 1997
2. Statement of Assets and Liabilities as of July 31, 1997
3. Statement of Operations for the year ended July 31, 1997
4. Statements of Changes in Net
Assets for the fiscal year ended July 31, 1997 and
for the period from September 30, 1995 to July 31,
1996
5. Notes to Financial Statements, July 31, 1997
6. Independent Auditors' Report

<PAGE> 69

The following audited financial statements and financial highlights for the
Domini Social Index Portfolio Fund are incorporated by reference in Part B:

1. Financial Highlights
2. Portfolio of Investments as of July 31, 1997
3. Statement of Assets and Liabilities as of July 31, 1997
4. Statement of Operations for the year ended July 31, 1997
5. Statements of Changes in Net
Assets for the fiscal years ended July 31, 1996 and 1997
6. Notes to Financial Statements, July 31, 1997
7. Independent Auditors' Report

<TABLE>
<CAPTION>
B EXHIBITS:
<S> <C>
1(a) Declaration of Trust.(8)

1(b) First Amended and Restated Establishment and
Designation of Series of the Trust.(8)

1(c) Second Amended and Restated Establishment and
Designation of Series of the Trust.(8)

1(d) Third Amended and Restated Establishment and
Designation of Series of the Trust.(8)

2 By-Laws of the Trust.(8)

3 Inapplicable.

4 Specimen share certificate.(4)

5(a) Investment Advisory Agreement between
Registrant and Green Century Capital Management, Inc.(8)

5(b) Investment Subadvisory Agreement (superseded).(2)

5(c) Investment Subadvisory Agreement with respect
to the Green Century Balanced Fund between Green Century
Capital Management, Inc. and Eaton Vance Management.(8)

6(a) Amended and Restated Distribution Agreement
between the Registrant and Signature Broker-Dealer Services,
Inc. (superseded).(6)

6(b) Distribution Agreement between the Registrant
and Sunstone Distribution Services, LLC as filed herein.(9)

</TABLE>

<PAGE> 70

<TABLE>
<CAPTION>
<S> <C>
7 Inapplicable.

8(a) Custodian Agreement between Registrant and
Investors Bank and Trust Company.(6)

8(b) Transfer Agency and Services Agreement between
Registrant and Investors Bank and Trust Company.(6)

9(a) Amended and Restated Administrative Services
Agreement between Registrant and Green Century Capital
Management, Inc.(6)

9(b) Accounting Services Agreement (superseded).(2)

9(c) Shareholder Services Agreement (superseded).(2)

9(d) Sub-Administration Agreement between Green
Century Capital Management, Inc. and Sunstone Financial
Group, Inc. as filed herein.

10 Inapplicable.

11 Consents of independent auditors as filed herein.(9)

12 Inapplicable.

13 Investment representation letters of initial shareholder.(4)

14 Inapplicable.

15(a) Amended and Restated Distribution Plan
pursuant to Rule 12b-l under the Investment Company Act of
1940 (the "1940 Act").(5)

15(b) Amended and Restated Distribution Plan
pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act") as filed herein.(9)

16 Schedule for Computation of Performance
Quotations with respect to the Green Century Growth Fund.(6)

17 Financial Data Schedules.(9)

18 None

19(a) Powers of Attorney.(2)

</TABLE>

<PAGE> 71

<TABLE>
<S><C>
19(b) Power of Attorney of Michael Brennan.3

19(c) Powers of Attorney with respect to Domini
Social Index Portfolio (Amy L. Domini, Allen M. Mayes,
Timothy Smith, and Frederick C. Williamson), as filed
herein.9

19(d) Power of Attorney of Douglas H. Phelps.9
</TABLE>

(1)Incorporated herein by reference from the Registrant's initial
Registration Statement on Form N-1A, as filed with the Securities and Exchange
Commission ("SEC") on July 12, 1991.

(2)Incorporated herein by reference from Pre-Effective Amendment No. 1 to
this Registration Statement as filed with the SEC on November 29, 1991.

(3)Incorporated herein by reference from Pre-Effective Amendment No. 2 to
this Registration Statement as filed with the SEC on January 14, 1992.

(4)Incorporated herein by reference from Pre-Effective Amendment No. 3 to
this Registration Statement as filed with the SEC on January 31, 1992.

(5)Incorporated herein by reference from Post-Effective Amendment No. 3 to
this Registration Statement as filed with the SEC on October 29, 1993.

(6)Incorporated herein by reference from Post-Effective Amendment No. 6 to
this Registration Statement as filed with the SEC on June 28, 1995.

(7)Incorporated herein by reference from Post-Effective Amendment No. 7 to
this Registration Statement as filed with the SEC on September 11, 1995.

(8)Incorporated herein by reference from Post-Effective Amendment No. 8 to
this Registration Statement as filed with the SEC on September 30, 1996.

(9)Filed herein.

ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE TRUST.

Registrant neither controls any person nor is under common control with
any other person.

ITEM 26. NUMBER OF HOLDERS OF SECURITIES.

<TABLE>
<CAPTION>
Number of Record Holders
Title of Class (as of August 31, 1997)
--------------------------- --------------------------
<S> <C>
Green Century Balanced Fund 901
Green Century Equity Fund 778
</TABLE>

<PAGE> 72

ITEM 27. INDEMNIFICATION.

Reference is made to Article V of the Trust's Declaration of Trust, filed
as Exhibit 1 to this Registration Statement.

Insofar as indemnification for liability arising under the Securities Act
of 1933, as amended (the "1933 Act"), may be permitted to Trustees,
officers and controlling persons of the Trust pursuant to the Trust's
Declaration of Trust, or otherwise, the Trust has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Trust of expenses incurred or paid by a Trustee, officer
or controlling person of the Trust in the successful defense of any
action, suit or proceeding) is asserted by such Trustee, officer or
controlling person in connection with the securities being registered,
the Trust will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the 1933 Act and will be governed by the
final adjudication of such issue.

ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER AND INVESTMENT
SUBADVISER.

Reference is made to the Form ADV (File No. 801-39630) of Green Century
Capital Management, Inc. last filed with the SEC on September 30, 1996, and the
Form ADV (File No. 801-15930) of Eaton Vance Management last filed with SEC on
June 21, 1997. The information required by Item 28 hereof is included in
Schedule D of the respective Form ADV and such information is incorporated
herein by reference.

ITEM 29. PRINCIPAL UNDERWRITERS.

(a) Sunstone Distribution Services, LLC currently serves as distributor of
the shares of The Northern Funds, The Haven Capital Management Trust, The
Garzarelli Funds, and First Omaha Funds, Inc.

<PAGE> 73

(b) To the best of Registrant's knowledge, the executive officers of
Sunstone Distribution Services, LLC, distributor for Registrant, are as
follows:

<TABLE>
<CAPTION>
POSITIONS AND OFFICES WITH
NAME AND PRINCIPAL BUSINESS SUNSTONE DISTRIBUTION POSITIONS AND OFFICES
ADDRESS SERVICES, LLC. WITH REGISTRANT
- ---------------------------- --------------------------- ---------------
<S> <C> <C>
Miriam M. Allison
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202 President and Member None
Daniel S. Allison
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202 Secretary and Member None
Mary M. Tenwinkel
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202 Vice President None
</TABLE>

ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.

All accounts, books or other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules promulgated
thereunder are in the possession of the Registrant, at Registrant's business
office, except (1) records held and maintained by Investors Bank & Trust
Company, 200 Clarendon St., Boston, MA, 02116, relating to its functions as
transfer agent and custodian; (2) records held and maintained by Sunstone
Financial Group, Inc., 207 East Buffalo Street, Suite 400, Milwaukee,
Wisconsin, 53202, relating to its functions as administrator, and (3) records
held and maintained by Sunstone Distribution Services, LLC, 207 East Buffalo
Street, Suite 400, Milwaukee, Wisconsin 53202, relating to its role as
distributor.

ITEM 31. MANAGEMENT SERVICES.

All management-related service contracts entered into by Registrant are
discussed in Parts A and B of this Registration Statement.

ITEM 32. UNDERTAKINGS.

(a) The Registrant undertakes to comply with Section 16(c) of the
1940 Act as though such provisions of the 1940 Act were applicable
to the Registrant except that the request referred to in the third
full paragraph thereof may only be made by 10% of the outstanding
shares of the Registrant, regardless of the net asset value or value
of shares held by such requesting shareholders.

(b) If the information called for by Item 5A of Form N-1A is
contained in the latest annual report to shareholders, the
Registrant shall furnish each person to whom a prospectus is
delivered with a copy of the Registrant's latest annual report to
shareholders upon request and without charge.

<PAGE> 74
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 (the "1933
Act") and the Investment Company Act of 1940, the Registrant certifies that it
meets all the requirements for effectiveness of this Amendment to its
Registration Statement on Form N-1A pursuant to Rule 485(b) under the
Securities Act of 1933 and that it has duly caused this Amendment to its
Registration Statement on Form N-1A to be signed on its behalf by the
undersigned, thereunto duly authorized, in the of City of Boston and the
Commonwealth of Massachusetts on the 30th day of September, 1997.

GREEN CENTURY FUNDS

By: /s/ Mindy S. Lubber
---------------------
Mindy S. Lubber
President

Pursuant to the requirements of the 1933 Act, this Amendment to the
Registration Statement on Form N-1A has been signed below by the following
persons in the capacities indicated on September 30, 1997.

Signature Title
- --------- -----

/s/ Mindy S. Lubber President, Chief Executive Officer and Trustee
- -------------------
Mindy S. Lubber

/s/ Kristina A. Curtis Treasurer, Principal Financial Officer and Principal
- ---------------------- Accounting Officer
Kristina A. Curtis

DOUGLAS M. HUSID* Trustee
- -----------------
Douglas M. Husid

DAVID J. FINE* Trustee
- --------------
David J. Fine

STEVEN KADISH* Trustee
- --------------
Steven Kadish

<PAGE> 75

Signature Title
- --------- -----

STEPHEN MORGAN* Trustee
- ---------------
Stephen Morgan

C. WILLIAM RYAN* Trustee
- ----------------
C. William Ryan

JAMES H. STARR* Trustee
- ---------------
James H. Starr

WENDY WENDLANDT* Trustee
- ----------------
Wendy Wendlandt

DOUGLAS H. PHELPS* Trustee
- ------------------
Douglas H. Phelps

*By /s/ Mindy S. Lubber
Mindy S. Lubber, as Attorney-in-fact

*Pursuant to Power of Attorney previously filed.

<PAGE> 76

SIGNATURES

Domini Social Index Portfolio (the "Index Portfolio") has duly caused this
post-effective amendment to the Registration Statement on Form N-1A (File No.
33-41692) of Green Century Funds (the "Trust") to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Boston and the
Commonwealth of Massachusetts on the 30th day of September, 1997.

DOMINI SOCIAL INDEX PORTFOLIO

By: /s/ Linda T. Gibson
---------------------
Linda T. Gibson
Secretary

This post-effective amendment to the Registration Statement on Form N-1A
(File No. 33-41692) of the Trust has been signed below by the following persons
in the capacities indicated on September 30, 1997.

Signature Title
- --------- -----

Amy L. Domini* President (Principal Executive Officer) of the Index
- -------------- Portfolio
Amy L. Domini

/s/ John R. Elder Treasurer, Principal Financial Officer and Principal
- ----------------- Accounting Officer of the Index Portfolio
John R. Elder

Emily W. Card Trustee of the Index Portfolio

Amy L. Domini* Trustee of the Index Portfolio
- --------------
Amy L. Domini

Allen M. Mayes* Trustee of the Index Portfolio
- ---------------
Allen M. Mayes

- -----------------
William C. Osborn Trustee of the Index Portfolio

<PAGE> 77

Timothy Smith* Trustee of the Index Portfolio
- --------------
Timothy Smith

Frederick C. Williamson* Trustee of the Index Portfolio
- ------------------------
Frederick C. Williamson

*By /s/ Linda T. Gibson
-------------------
Linda T. Gibson

*Pursuant to power of attorney herewith filed.

<PAGE> 78

EXHIBIT INDEX

<TABLE>
<S> <C>
1(a) Declaration of Trust.(8)

1(b) First Amended and Restated Establishment and Designation of Series of the Trust.(8)

1(c) Second Amended and Restated Establishment and Designation of Series of the Trust.(8)

1(d) Third Amended and Restated Establishment and Designation of Series of the Trust.(8)

2 By-Laws of the Trust.(8)

3 Inapplicable.

4 Specimen share certificate.(4)

5(a) Investment Advisory Agreement between Registrant and Green Century Capital
Management, Inc.(8)

5(b) Investment Subadvisory Agreement (superseded).(2)

5(c) Investment Subadvisory Agreement with respect to the Green Century Balanced Fund
between Green Century Capital Management, Inc. and Eaton Vance Management.(8)

6(a) Amended and Restated Distribution Agreement between the Registrant and Signature
Broker-Dealer Services, Inc. (superseded).(6)

6(b) Distribution Agreement between the Registrant and Sunstone Distribution Services, LLC
as filed herein.(9)

7 Inapplicable.

8(a) Custodian Agreement between Registrant and Investors Bank and Trust Company.(6)

8(b) Transfer Agency and Services Agreement between Registrant and Investors Bank and
Trust Company.(6)

9(a) Amended and Restated Administrative Services Agreement between Registrant and Green
Century Capital Management, Inc.(6)

9(b) Accounting Services Agreement (superseded).(2)
</TABLE>

<PAGE> 79

<TABLE>
<S> <C>
9(c) Shareholder Services Agreement (superseded).(2)

9(d) Sub-Administration Agreement between Green Century Capital Management, Inc. and
Sunstone Financial Group, Inc. as filed herein.

10 Inapplicable.

11 Consents of independent auditors as filed herein.(9)

12 Inapplicable.

13 Investment representation letters of initial shareholder.(4)

14 Inapplicable.

15(a) Amended and Restated Distribution Plan pursuant to Rule 12b-l under the Investment
Company Act of 1940 (the "1940 Act").(5)

15(b) Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 (the "1940 Act") as filed herein.(9)

16 Schedule for Computation of Performance Quotations with respect to the Green Century
Growth Fund.(6)

17 Financial Data Schedules.(9)

18 None

19(a) Powers of Attorney.(2)

19(b) Power of Attorney of Michael Brennan.(3)

19(c) Powers of Attorney with respect to Domini Social Index Portfolio (Amy L. Domini, Allen
M. Mayes, Timothy Smith, and Frederick C. Williamson), as filed herein.(9)

19(d) Power of Attorney of Douglas H. Phelps.(9)
</TABLE>

(1)Incorporated herein by reference from the Registrant's initial
Registration Statement on Form N-1A, as filed with the Securities and Exchange
Commission ("SEC") on July 12, 1991.

(2)Incorporated herein by reference from Pre-Effective Amendment No. 1 to
this Registration Statement as filed with the SEC on November 29, 1991.

(3)Incorporated herein by reference from Pre-Effective Amendment No. 2 to
this Registration Statement as filed with the SEC on January 14, 1992.

<PAGE> 80

(4)Incorporated herein by reference from Pre-Effective Amendment No. 3 to
this Registration Statement as filed with the SEC on January 31, 1992.

(5)Incorporated herein by reference from Post-Effective Amendment No. 3 to
this Registration Statement as filed with the SEC on October 29, 1993.

(6)Incorporated herein by reference from Post-Effective Amendment No. 6 to
this Registration Statement as filed with the SEC on June 28, 1995.

(7)Incorporated herein by reference from Post-Effective Amendment No. 7 to
this Registration Statement as filed with the SEC on September 11, 1995.

(8)Incorporated herein by reference from Post-Effective Amendment No. 8 to
this Registration Statement as filed with the SEC on September 30, 1996.

(9)Filed herein.

<PAGE> 1
EXHIBIT-99.B5
(DISTRIBUTION AGREEMENT)

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of this 7th day of July, 1997, by and between
Green Century Funds, a Massachusetts business trust (the "Trust"), and
Sunstone Distribution Services, LLC, a Wisconsin limited liability company (the
"Distributor").

WHEREAS, the Trust is an open-end investment company registered under the
Investment Company Act of 1940, as amended (the "Act") and is authorized to
issue shares of beneficial interests (the "Shares") in separate series with
each such series representing interests in a separate portfolio of securities
and other assets;

WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and is a member
of the National Association of Securities Dealers, Inc. (the "NASD");

WHEREAS, the Trust and Distributor desire to enter into an agreement
pursuant to which Distributor shall be the distributor of the Shares of the
Trust representing the investment portfolios listed on Schedule A hereto and
any additional investment portfolios the Trust and Distributor may agree upon
and include on Schedule A as such Schedule may be amended from time to time
(such investment portfolios and any additional investment portfolios are
individually referred to as a "Fund" and collectively the "Funds");

WHEREAS, the Board of Trustees of the Trust has adopted a Distribution
Plan with respect to certain Funds pursuant to Rule 12b-1 under the Act, which
is incorporated herein by reference and pursuant to which the Trust, on behalf
of those Funds, desires to enter into this Distribution Agreement; and

WHEREAS, the Trust, with respect to certain other Funds which have not
adopted a Distribution Plan pursuant to Rule 12b-1 under the Act, desires to
enter into this Distribution Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements
herein contained and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:

1. APPOINTMENT OF THE DISTRIBUTOR.

The Trust hereby appoints the Distributor as agent for the distribution of
the Shares, on the terms and for the period set forth in this Agreement.
Distributor hereby accepts such appointment as agent for the distribution of
the Shares on the terms and for the period set forth in this Agreement.

<PAGE> 2

2. SERVICES AND DUTIES OF THE DISTRIBUTOR.

2.1 Distributor will act as agent for the distribution of Shares in
accordance with the instructions of the Trust's Board of Trustees and the
registration statement and prospectuses then in effect with respect to the
Funds under the Securities Act of 1933, as amended (the "1933 Act"). The
Distributor, in connection with its duties hereunder, shall (i) register and
maintain in full force and effect the licenses of its agents and
representatives under all applicable laws, rules and regulations, (ii) review
all advertising and sales material of the Trust to ensure that such materials
comply with all applicable rules and regulations made or adopted pursuant to
the Act, by the Securities and Exchange Commission (the "Commission")
and the NASD, and (iii) file with the NASD and the Commission where required on
a timely basis all advertising and sales materials of the Trust which have been
approved by the Distributor. The Trust represents that it will not use any
advertising or sales material unless and until such materials have been
approved and authorized for use by the Distributor.

2.2 Subject to the terms of Section 4, Distributor may finance appropriate
activities which it deems reasonable which are primarily intended to result in
the sale of Shares, including, but not limited to, advertising, the printing
and mailing of prospectuses to other than current shareholders, and the
printing and mailing of sales literature which has been approved by the
Trust prior to its use. Distributor may enter into servicing and/or selling
agreements with qualified broker/dealers and other persons with respect to the
offering of Shares to the public, and if it so chooses Distributor will act
only on its own behalf as principal. The Distributor shall not be obligated to
sell any certain number of Shares of any Fund.

2.3 All Shares of the Funds offered for sale by Distributor shall be
offered for sale to the public at a price per unit (the "offering price") equal
to their net asset value (determined in the manner set forth in the Funds' then
current prospectus).

2.4 Distributor shall act as distributor of the Shares in compliance in
all material respects with all applicable laws, rules and regulations,
including, without limitation, all rules and regulations made or adopted
pursuant to the Act, by the Commission and the NASD.

3. DUTIES AND REPRESENTATIONS OF THE TRUST.

3.1 The Trust represents that it is registered as an open-end management
investment company under the Act and that it has and will continue to act in
conformity with its Declaration of Trust, By-Laws, its registration statement
as may be amended from time to time and resolutions and other instructions of
its Board of Trustees and has and will continue to comply with all applicable
laws, rules and regulations including without limitation the 1933 Act, the 1934
Act, the Act, the laws of the states in which shares of the Funds are offered
and sold, and the rules and regulations thereunder.

3.2 The Trust shall take all necessary action to register and maintain the
registration of the Shares under the 1933 Act for sale as herein contemplated
and shall pay or cause to be paid all costs and expenses in connection with the
registration of Shares under the 1933 Act, and be responsible for all expenses
in connection with maintaining facilities for the issue and transfer of Shares
and for supplying information, prices and other data to be furnished by the
Trust hereunder.

<PAGE> 3

3.3 The Trust shall execute any and all documents and furnish any and all
information and otherwise take all actions which may be reasonably necessary in
the discretion of the Trust's officers in connection with the qualification of
the Shares for sale in such states as Distributor and the Trust may approve,
shall maintain the qualification of a sufficient number or amount of shares
thereunder, and shall pay or cause to be paid all expenses which may be
incurred in connection with such qualification.

3.4 The Trust shall, at its expense, keep the Distributor fully informed
with regard to its affairs. In addition, the Trust shall furnish Distributor
from time to time, for use in connection with the sale of Shares, such
information with respect to the Trust and the Shares as Distributor may
reasonably request, and the Trust warrants that the statements contained in any
such information shall be true and correct.

3.5 The Trust represents to Distributor that all registration statements and
prospectuses of the Trust filed or to be filed with the Commission under the
1933 Act with respect to the Shares have been and will be prepared in
conformity with the requirements of the 1933 Act, the Act, and the rules and
regulations of the Commission thereunder. As used in this Agreement the terms
"registration statement" and "prospectus" shall mean any registration statement
and prospectus (together with the related statement of additional information)
at any time now or hereafter filed with the Commission with respect to any of
the Shares and any amendments and supplements thereto which at any time shall
have been or will be filed with said Commission. The Trust represents and
warrants to Distributor that any registration statement and prospectus, when
such registration statement becomes effective, will contain all statements
required to be stated therein in conformity with the 1933 Act, the Act and the
rules and regulations of the Commission; that all statements of fact contained
in the registration statement and prospectus will be true and correct in all
material respects when such registration statement becomes effective; and that
neither the registration statement nor any prospectus when such registration
statement becomes effective will include an untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading to a purchaser of Shares. The Trust
agrees to file from time to time such amendments, supplements, reports and
other documents as may be necessary in order to comply with the 1933 Act and
the Act and in order that there may be no untrue statement of a material fact
in a registration statement or prospectus, or necessary in order that there may
be no omission to state a material fact in the registration statement or
prospectus which omission would make the statements therein misleading. If the
Trust shall not propose an amendment or amendments and/or supplement or
supplements promptly after receipt by the Trust of a written request from
Distributor to do so, Distributor may, at its option, immediately terminate
this Agreement. The Trust shall not file any amendment to the registration
statement or supplement to any prospectus without giving Distributor reasonable
notice thereof in advance; provided, however, that nothing contained in this
Agreement shall in any way limit the Trust's right to file at any time such
amendments to any registration statement and/or supplements to any prospectus,
of whatever character, as the Trust may deem advisable, such right being in all
respects absolute and unconditional.

<PAGE> 4

3.6 Whenever in their judgment such action is warranted by market,
economic or political conditions, or by circumstances of any kind, the Trust's
officers may decline to accept any orders for, or make any sales of, any Shares
until such time as they deem it advisable to accept such orders and to make
such sales and the Trust shall advise Distributor promptly of such
determination.

3.7 The Trust agrees to advise, or cause its administrator to advise, the
Distributor promptly in writing:

(i) of any correspondence or other communication by the Commission or its
staff relating to the Funds including requests by the Commission for amendments
to the registration statement or prospectuses or comments thereon;

(ii) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement or prospectuses then
in effect or the initiation of any proceeding for that purpose;

(iii) of the happening of any event which makes untrue any statement of a
material fact made in the registration statement or prospectuses or which
requires the making of a change in such registration statement or prospectuses
in order to make the statements therein not misleading; and

(iv) of all actions taken by the Commission or the staff of the Commission
with respect to any amendments to any registration statement or prospectus
which may from time to time be filed with the Commission.

4. EXPENSES.

Subject to the terms of the Trust's Distribution Plan, the Trust will
pay or cause to be paid the Distributor a distribution fee from each Fund not
to exceed on an annual basis such rate listed on Schedule A as reimbursement
for expenses, approved by the Trust's administrator or required by law,
incurred by the Distributor in connection with the sale of shares including
without limitation, (i) the Distributor's out-of-pocket expenses incurred
in connection with activities primarily intended to result in the sale of
Shares including, without limitation, (a) printing and distribution of
prospectuses, statements of additional information and shareholder reports to
dealers and others (other than existing shareholders), (b) production,
printing, filing and distribution of sales materials and forms used in
connection with the offering of shares to any dealer or others (other than
existing shareholders), (c) placement of media advertising, (d) engagement of
designers, free lance writers and public relation firms, (e) long distance
telephone lines, services and charges, (f) postage and, overnight delivery
charges, (g) storage of inventory, (h) regulatory filing fees and (i) travel,
lodging and meals, (ii) amounts paid by Distributor to dealers or other persons
entering into a selling or servicing agreement with Distributor, and (iii)
other distribution related expenses whether or not specifically required to be
made by the Distributor under this Agreement. Distributor shall provide to the
Trust's Board of Trustees a quarterly report of its expenses incurred pursuant
to this Agreement.

<PAGE> 5

5. INDEMNIFICATION.

5.1(a) The Trust authorizes Distributor to use any prospectus, in the form
furnished to Distributor from time to time, in connection with the sale of
Shares. The Trust shall indemnify, defend and hold the Distributor, and each
of its present or former directors, members, officers, employees,
representatives and any person who controls or previously controlled the
Distributor within the meaning of Section 15 of the 1933 Act ("Distributor
Affiliates"), free and harmless from and against any and all losses, claims,
demands, liabilities, damages and expenses (including the costs of
investigating or defending any alleged losses, claims, demands, liabilities,
damages or expenses and any counsel fees incurred in connection therewith)
which Distributor or Distributor Affiliates may incur, arising out of or based
upon any breach by the Trust of any representation, warranty or covenant in
this Agreement, or any untrue statement, or alleged untrue statement, of a
material fact contained in the registration statement or any prospectus, as
from time to time amended or supplemented, or an annual or interim report to
shareholders, or arising out of or based upon any omission, or alleged
omission, to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however,
that the Trust's obligation to indemnify Distributor and/or Distributor
Affiliates shall not be deemed to cover any losses, claims, demands,
liabilities, damages or expenses arising out of any untrue statement or alleged
untrue statement or omission or alleged omission made in the registration
statement, prospectus, or annual or interim report in reliance upon and in
conformity with information relating to the Distributor and furnished to the
Trust or its counsel by Distributor for the purpose of, and used in, the
preparation thereof; and provided further that the Trust's agreement to
indemnify Distributor and/or Distributor Affiliates shall not be deemed to
cover any liability to the Trust or its shareholders to which Distributor would
otherwise be subject by reason of its willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of its reckless
disregard of its obligations and duties, under this Agreement. The Trust's
agreement to indemnify the Distributor and/or Distributor Affiliates, as the
case may be, with respect to any action, is expressly conditioned upon the
Trust being notified of such action brought against Distributor, or the
Distributor Affiliates, within a reasonable time after the summons or other
first legal process giving information of the nature of the claim shall have
been served upon the Distributor, or such person, such notification to be given
by letter or by telegram addressed to the Trust's President, but the failure so
to notify the Trust of any such action shall not relieve the Trust from any
liability which the Trust may have to the person against whom such action is
brought by reason of any such untrue, or alleged untrue, statement or omission,
or alleged omission, otherwise than on account of the Trust's indemnity
agreement contained in this Section 5.1.

5.1(b) The Trust shall be entitled to participate at its own expense in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce any such loss, claim, demand, liability, damage or expense, but if the
Trust elects to assume the defense, such defense shall be conducted by counsel
chosen by the Trust and approved by the Distributor, which approval shall not
be unreasonably withheld. In the event the Trust elects to assume the defense
of any such suit and retain such counsel, the indemnified defendant or
defendants in such suit shall bear the fees and expenses of any additional
counsel retained by them. If the Trust does not elect to assume the defense of
any such suit, or in case the Distributor does not, in the exercise of

<PAGE> 6

reasonable judgment, approve of counsel chosen by the Trust, the Trust will
reimburse the indemnified person or persons named as defendant or defendants in
such suit, for the fees and expenses of any counsel retained by Distributor and
them. The Trust's indemnification agreement contained in this Section 5.1 and
the Trust's representations, warranties and covenants in this Agreement shall
remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Distributor, and each of the Distributor
Affiliates, and shall survive the delivery of any Shares and the termination of
this Agreement. This Agreement of indemnity will inure exclusively to the
Distributor's benefit, to the benefit of each Distributor Affiliate, and their
successors. The Trust agrees promptly to notify Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or directors in connection with the issue and sale of any of the
Shares.

5.2(a) Distributor shall indemnify, defend and hold the Trust, and each of
its present or former trustees, officers, employees, representatives, and any
person who controls or previously controlled the Trust within the meaning of
Section 15 of the 1933 Act ("Trust Affiliates"), free and harmless from and
against any and all losses, claims, demands, liabilities, damages and expenses
(including the costs of investigating or defending any alleged losses, claims,
demands, liabilities, damages or expenses, and any counsel fees incurred in
connection therewith) which the Trust, or the Trust Affiliates, may incur
arising out of or based upon any breach by the Distributor of any
representation, warranty or covenant in this Agreement or any untrue, or
alleged untrue, statement of a material fact contained in the Trust's
registration statement or any prospectus, as from time to time amended or
supplemented, or annual or interim report to shareholders or the omission, or
alleged omission, to state therein a material fact required to be stated
therein or necessary to make the statement not misleading, but only if such
statement or omission was made in reliance upon, and in conformity with,
information relating to the Distributor and furnished to the Trust or its
counsel by the Distributor for the purpose of, and used in, the preparation
thereof. Distributor's agreement to indemnify the Trust and the Trust
Affiliates shall not be deemed to cover any liability to Distributor to which
the Trust would otherwise be subject by reason of its willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of its
reckless disregard of its obligations and duties, under this Agreement. The
Distributor's Agreement to indemnify the Trust and the Trust Affiliates, is
expressly conditioned upon the Distributor's being notified of any action
brought against the Trust, or the Trust Affiliates, such notification to be
given by letter or telegram addressed to Distributor's President, within a
reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Trust or
such person, but the failure so to notify Distributor of any such action shall
not relieve Distributor from any liability which Distributor may have to the
person against whom such action is brought by reason of any such untrue, or
alleged untrue, statement or omission, otherwise than on account of
Distributor's indemnity agreement contained in this Section 5.2(a).

<PAGE> 7

5.2(b) In case any action shall be brought against the Trust or Trust
Affiliates in respect of which indemnity may be sought against the Distributor,
the Distributor shall have the rights and duties given to the Trust, and the
Trust and each person so indemnified shall have the rights and duties given to
the Distributor, by the provisions of Section 5.1(b).

6. OFFERING OF SHARES.

No Shares shall be offered by either Distributor or the Trust under any of
the provisions of this Agreement and no orders for the purchase or sale of such
Shares hereunder shall be accepted by the Trust if and so long as the
effectiveness of the registration statement then in effect or any necessary
amendments thereto shall be suspended under any of the provisions of the 1933
Act, or if and so long as the current prospectus as required by Section 10 of
the 1933 Act, as amended, is not on file with the Commission; provided,
however, that nothing contained in this Section 6 shall in any way restrict or
have an application to or bearing upon the Trust's obligation to repurchase
Shares from any shareholder in accordance with the provisions of the prospectus
or Declaration of Trust.

7. TERM.

7.1 This Agreement shall become effective with respect to each Fund listed
on Schedule A hereof as of the date hereof and, with respect to each Fund not
in existence on that date, on the date an amendment to Schedule A to this
Agreement relating to that Fund is executed. Unless sooner terminated as
provided herein, this Agreement shall continue in effect with respect to each
Fund until July 7, 1998. Thereafter, if not terminated, this Agreement
shall continue automatically in effect as to each Fund for successive annual
periods, provided such continuance is specifically approved at least annually
by (i) the Trust's Board of Trustees or (ii) the vote of a majority (as defined
in the Act) of the outstanding voting securities of a Fund, and provided that
in either event the continuance is also approved by the Distributor and a
majority of the Trust's Trustees who are not "interested persons" (as defined
in the Act) of any party to this Agreement, by vote cast in person at a meeting
called for the purpose of voting on such approval.

7.2 This Agreement may be terminated without penalty with respect to a
particular Fund (1) through a failure to renew this Agreement at the end of a
term, (2) upon mutual consent of the parties, (3) by the Trust (a) by the vote
of a majority of the Trustees of the Trust who are not "interested persons" of
the Trust or the Distributor, (b) by the vote of the Board of Trustees of the
Trust, or (c) by the vote of a majority (as defined in the Act) of the
outstanding voting securities of the Fund, or (4) by the Distributor, in any
case without payment of any penalty on not more than 60 days' nor less than 30
days' written notice to the other party (which notice may be waived by the
party entitled to such notice). The terms of this Agreement shall not be
waived, altered, modified, amended or supplemented in any manner whatsoever
except by a written instrument signed by the Distributor and the Trust. This
Agreement will also terminate automatically in the event of its assignment (as
defined in the Act).

<PAGE> 8

7.3 If, at any time during the term of this Agreement, the Trust shall
deem it necessary or advisable in the best interests of the Trust that any
amendment of this Agreement be made in order to comply with any recommendation
or requirement of the Commission or other governmental authority or to obtain
any advantage under Massachusetts or federal tax laws, it shall notify the
Distributor of the form of amendment which it deems necessary or advisable and
the reasons therefor. If the Distributor declines to assent to such amendment
(after a reasonable time), the Trust may terminate this Agreement forthwith by
written notice to the Distributor without payment of any penalty. If, at any
time during the term of this Agreement, the Distributor requests the Trust to
make any change in its governing instruments or in its methods of doing
business which are necessary in order to comply with any requirement of federal
law or regulations of the Commission, national securities association of which
the Distributor is or may become a member, or any other regulator, and the
Trust fails (after a reasonable time) to make any such change as requested, the
Distributor may terminate this Agreement forthwith by written notice to the
Trust without payment of any penalty.

8. MISCELLANEOUS.

8.1 The services of the Distributor rendered to the Funds are not deemed
to be exclusive. The Distributor may render such services and any other
services to others, including other investment companies. The Trust recognizes
that from time to time directors, officers, and employees of the Distributor or
its affiliates may serve as directors, trustees, officers and employees of
other entities (including other investment companies), that such other entities
may include the name of the Distributor as part of their name and that the
Distributor or its affiliates may enter into distribution, administration, fund
accounting, transfer agent or other agreements with such other entities.

8.2 Distributor agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Trust all records and
other information relative to the Funds and prior, present or potential
shareholders of the Funds (and clients of said shareholders), and not to use
such records and information for any purpose other than performance of
Distributor's responsibilities and duties hereunder, except after prior
notification to and approval in writing by the Trust, which approval shall not
be unreasonably withheld and may not be withheld when the Distributor is
subject to regulatory audit or inspection, when Distributor may be exposed to
civil or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities, or when so requested
by the Trust. Records and information which have become known to the public
through no wrongful act of the Distributor or any of its employees, agents or
representatives shall not be subject to this paragraph.

8.3 This Agreement shall be governed by Wisconsin law (except as to
Section 8.4 hereof which shall be construed in accordance with Massachusetts
law). To the extent that the applicable laws of the State of Wisconsin, or any
of the provisions herein, conflict with the applicable provisions of the Act,
the latter shall control, and nothing herein shall be construed in a manner
inconsistent with the Act or any rule or order of the Commission thereunder.
Any

8
<PAGE> 9

provision of this Agreement which may be determined by competent authority to
be prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction.

8.4 Venue for any action arising hereunder shall be Suffolk County,
Massachusetts until either June 1, 1999 or the combined assets of the Trust are
$50 million, whichever shall occur first. Thereafter, venue shall be
determined in accordance with where the cause of action arises.

8.5 This Agreement is executed by or on behalf of the Trust with respect
to each of the Funds and the obligations hereunder are not binding upon any of
the Trustees, officers or shareholders of the Trust individually but are
binding only upon the Funds to which such obligations pertain and the assets
and property of such Funds. The Trust's Certificate of Trust is on file with
the Secretary of State of Massachusetts.

8.6 Any notice required or to be permitted to be given by either party to
the other shall be in writing and shall be deemed to have been given when sent
by registered or certified mail, postage prepaid, return receipt requested, as
follows (or to such other address as may be designated by the recipient by
notice to the other party in accordance herewith): Notice to the Distributor
shall be sent to Sunstone Distribution Services, LLC, 207 East Buffalo Street,
Suite 400, Milwaukee, WI, 53202, Attention: Miriam M. Allison, and notice to
the Trust shall be sent to 29 Temple Place, Boston, Massachusetts 02111,
Attention: Kristina Curtis.

8.7 This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.

GREEN CENTURY FUNDS
(the "Trust")

By: /s/ Kristina Curtis

SUNSTONE DISTRIBUTION SERVICES, LLC
(the "Distributor")

By: /s/ Miriam M. Allison
----------------------
Miriam M. Allison
President

9
<PAGE> 10

SCHEDULE A
TO THE
DISTRIBUTION AGREEMENT
BY AND BETWEEN
THE GREEN CENTURY FUNDS
AND
SUNSTONE DISTRIBUTION SERVICES, LLC

NAME OF FUNDS

Green Century Balanced Fund
Green Century Equity Fund

<PAGE> 1
EXHIBIT 9(d)

SUB-ADMINISTRATIVE AGREEMENT

THIS AGREEMENT is made as of this 7th day of July, 1997, by and between
Green Century Capital Management, Inc., a Massachusetts corporation ("Green
Century Capital") and Sunstone Financial Group, Inc., a Wisconsin corporation
(the "Sub-Administrator").

WHEREAS, Green Century Funds, a Massachusetts business trust (the
"Trust"), is an open-end investment company registered under the Investment
Company Act of 1940, as amended (the "Act"), consisting of two investment
portfolios, the Green Century Balanced Fund and the Green Century Equity Fund
(individually referred to as a "Fund" and collectively as the "Funds");

WHEREAS, pursuant to an Administrative Services Agreement ("Administrative
Agreement"), Green Century Capital serves as the administrator for the Funds;
and

WHEREAS, as permitted by Section 6 of the Administrative Agreement, Green
Century Capital desires to subcontract the performance of certain of its
administration services to Sub-Administrator, and Sub-Administrator desires to
accept such obligations on the terms provided herein.

1. APPOINTMENT

Green Century Capital hereby appoints the Sub-Administrator as
sub-administrator of the Funds to provide those services specified herein for
the period and on the terms set forth in this Agreement. The Sub-Administrator
accepts such appointment and agrees to render the services herein set forth,
for the compensation herein provided.

2. SERVICES

(a) Subject to the direction and supervision of Green Century Capital, and
utilizing information provided by Green Century Capital and the Trust and their
agents, the Sub-Administrator will: (1) provide office space, facilities,
equipment and personnel to carry out its services hereunder; (2) compile data
for and prepare with respect to the Funds timely Notices to the Securities and
Exchange Commission (the "Commission") required pursuant to Rule 24f-2 under
the Act and Semi-Annual Reports on Form N-SAR; (3) prepare the financial
statements for the Annual and Semi-Annual Reports required pursuant to Section
30(d) under the Act; (4) provide the monthly calculations of the Funds' asset
based fees; (5) prepare financial information required in amendments to the
Trust's Registration Statement; (6) prepare or review amendments to the Trust's
Registration Statement at the direction of Green Century Capital, in each case
subject to the review and approval of the Trust's legal counsel; (7)

<PAGE> 2

compile financial information required for proxy statements; (8) assist in the
acquisition of directors' and officers' liability policies and assist in
obtaining competitive bids for the same at the request of Green Century
Capital; (9) assist in the maintenance of the Trust's fidelity bond required by
the Act, monitor the amount of the bond and make the necessary Commission
filings related thereto; (10) prepare and/or file all documents to be filed
with states identified by Green Century Capital to qualify and maintain the
qualification of the Funds' securities for sale in those states and monitor
daily sales activity to ensure compliance; (11) develop with legal counsel of
the Trust an agenda for each board meeting, coordinate the preparation of
customized board reports, including without limitation details of Rule 12b-1
payments, Trust code of ethics compliance and broker commissions, and attend
(either in person or by phone) board meetings and, if requested by the
Trustees, prepare minutes; (12) calculate dividend and capital gains
distributions, each subject to review and approval by the Trust and its
independent accountants; (13) prepare relevant shareholder tax notifications
relating to tax treatment of distributions; (14) periodically compute total
returns and yields in accordance with the requirements of the Securities and
Exchange Commission (the "Commission"); (15) prepare all schedules and provide
assistance as required by the independent accountants of the Trust to ensure an
efficient and cost-effective audit; (16) coordinate the assembly of information
requested by the Commission examiners and be available to assist with or handle
routine Commission examinations or audits; (17) provide office facilities for
examinations or audits; (18) serve as the Trust's contact for data reporting
services; (19) compile comparative industry data for use in connection with
service provider contract approvals and renewals using information from Lipper
Analytical Services, Morningstar or other industry data bases; (20)
periodically analyze fund performance results and sales growth against the
industry using Lipper Analytical Services, Morningstar or other industry data
bases; (21) maintain and/or coordinate with other service providers the
maintenance of the records and other documents related to the services provided
by Sub-Administrator hereunder as required under Rule 31a-1(a) and (b) under
the Act; (22) maintain records to monitor gains and losses from wash sales and
the ongoing impact on the tax basis of investments; (23) with respect to the
Balanced Fund, review the quarterly compliance report of Winslow Management
Company, and with respect to the Equity Fund, from time to time as the
Sub-Administrator deems appropriate, review compliance by the Equity Fund with
its policies and limitations as set forth in its prospectus and statement of
additional information and report to the board at its quarterly meetings the
results of its review; (24) at the request of Green Century Capital Management
and upon the approval of Sub-Administrator, which approval will not be
unreasonably withheld, generally assist the Trust and the Funds with
administrative matters necessitated by any changes to the Act or any rule or
regulation thereunder, including any new provisions, rules or regulations under
the Act (it being understood that Sub-Administrator shall not be required to
perform any additional services which would require a significant increase in
Sub-Administrator's time and effort hereunder); and (25) provide occasional
guidance with regard to policy structure and other issues relating to the
Funds. The duties of the Sub-Administrator shall be confined to those
expressly set forth herein, and no implied duties are assumed by or may be
asserted against the Sub-Administrator hereunder. Under no circumstances shall
Sub-Administrator act in any capacity for or on behalf of the Domini Social
Index Portfolio (the "Index Portfolio"), or be required to review in any manner
the compliance of the Index Portfolio or any related matter.

(b) Green Century Capital, on its behalf and on behalf of the Trustees and
officers of the Trust, shall cooperate, and shall use its best efforts to
cause its and the Trust's legal counsel, independent accountants, custodian and
transfer agent to cooperate, with the Sub-Administrator and provide the Sub-

<PAGE> 3

Administrator, upon request, with such information, documents and advice
relating to the Funds and the Trust as is within the possession or knowledge of
such persons, in order to enable the Sub-Administrator to perform its duties
hereunder. In connection with its duties hereunder, the Sub-Administrator shall
be entitled to rely, and shall be held harmless by Green Century Capital when
acting in reliance, upon the instruction, advice, information or any documents
relating to the Funds provided to the Sub-Administrator by an officer or
representative of the Funds, Green Century Capital or any of the aforementioned
persons. The Sub-Administrator shall be entitled to rely on any document which
it reasonably believes to be genuine and to have been signed or presented by
the proper party. Fees charged by such persons shall be an expense of Green
Century Capital. The Sub-Administrator shall not be held to have notice of any
change of authority of any officer, agent, representative or employee of the
Trust or Green Century Capital until receipt of written notice thereof from the
Trust or Green Century Capital, as the case may be.

(c) In compliance with the requirements of Rule 31a-3 under the Act, the
Sub-Administrator hereby agrees that all records which it maintains for the
Trust are the property of the Trust and further agrees to surrender promptly to
the Trust any of such records upon the Trust's request. Subject to the terms
of Section 7, the Sub-Administrator further agrees to preserve for the periods
prescribed by Rule 31a-2 under the Act the records described in (a) above which
are maintained by the Sub-Administrator hereunder.

(d) The Trust and Green Century Capital have and retain primary
responsibility for all compliance matters relating to the Funds including but
not limited to compliance with the Act, the Internal Revenue Code of 1986, as
amended, and the policies and limitations of each Fund relating to the
portfolio investments as set forth in the Trust's Registration Statement, as
may be amended from time to time.

3. FEES; DELEGATION; EXPENSES

(a) In consideration of the services rendered pursuant to this Agreement,
Green Century Capital will pay the Sub-Administrator a fee, computed daily and
payable monthly, as provided in Schedule A hereto, plus out-of-pocket expenses.
Out-of-pocket expenses include, but are not limited to, travel, lodging and
meals in connection with travel on behalf of Green Century Capital or the
Trust, programming and related expenses (previously incurred or to be incurred
by Sub-Administrator) in connection with providing electronic transmission of
data between the Sub-Administrator and the Funds' other service providers,
brokers, dealers and depositories, photocopying, postage and overnight delivery
expenses, fees and expenses associated with the electronic filing of Trust
documents to the Commission and other regulators, and expenses associated with
Sub-Administrator's assumption of duties hereunder from other service
providers. Sub-Administrator shall not incur any out-of-pocket expenses to
which it will seek reimbursement hereunder (other than expenses associated with
filings with the Commission and other regulators and blue sky fees and
expenses) which exceed $150 in any calendar month without the prior approval of
Green Century Capital. In the event Sub-Administrator does not receive Green
Century Capital's consent for any expense reasonably believed by
Sub-Administrator to be necessary to fulfill its obligations hereunder,
Sub-Administrator shall be relieved from its obligation to provide the service.

<PAGE> 4

(b) For the purpose of determining fees payable to the Sub-Administrator,
net asset value shall be computed in accordance with the Trust's Prospectuses
and resolutions of the Trust's Board of Trustees. The fee for the period from
the day of the month this Agreement is entered into until the end of that month
shall be pro-rated according to the proportion which such period bears to the
full monthly period. Upon any termination of this Agreement before the end of
any month, the fee for such part of a month shall be pro-rated according to the
proportion which such period bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. Should the Trust be
liquidated, merged with or acquired by another fund or investment company, any
accrued fees shall be immediately payable.

(c) Costs and expenses to be incurred in the operation of the Funds,
including, but not limited to: taxes; interest; brokerage fees and
commissions, if any; salaries, fees and expenses of officers and Trustees;
Commission fees and state Blue Sky fees; advisory fees; charges of custodians,
administrators, transfer agents, dividend disbursing and accounting services
agents; security pricing services; insurance premiums; outside auditing and
legal expenses; costs of maintenance of corporate existence; typesetting,
printing and mailing of prospectuses, statements of additional information,
supplements, notices and proxy materials for regulatory purposes and for
distribution to current shareholders; typesetting, printing and mailing and
other costs of shareholder reports; expenses incidental to holding meetings of
the Fund's shareholders and Trustees; and any extraordinary expenses; will be
borne by Green Century Capital or the Funds and shall not be the responsibility
of the Sub-Administrator.

4. PROPRIETARY AND CONFIDENTIAL INFORMATION

The Sub-Administrator agrees on behalf of itself and its employees to
treat confidentially and as proprietary information of the Trust all records
relative to the Funds and prior or present shareholders of the Trust (and
clients of said shareholders), and not to use such records and information for
any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Sub-Administrator may be exposed to civil or criminal
proceedings for failure to comply, when requested to divulge such information
by duly constituted authorities, when subject to governmental or regulatory
audit or investigation, or when so requested by Green Century Capital or the
Trust. Records and information which have become known to the public through no
wrongful act of the Sub-Administrator or any of its employees, agents or
representatives shall not be subject to this paragraph.

5. REPRESENTATIONS

Green Century Capital represents (i) that it is empowered under applicable
laws, its Articles of Incorporation and By-Laws, the Trust's Declaration of
Trust and its By-Laws, the Administrative Services Agreement by and between
Green Century Capital and the Trust, the Trust's Registration Statement and all
other relevant documents and agreements, to enter into and perform this
Agreement, (ii) that all requisite proceedings have been taken by it and the
Trust to authorize it to enter into and

<PAGE> 5

perform this Agreement, and (iii) that, since its organization, the Trust has
operated, and Green Century Capital will use all reasonable efforts to ensure
the Trust will continue to operate, in all material respects, in compliance
with all applicable laws, rules and regulations.

6. LIMITATION OF LIABILITY

(a) The Sub-Administrator shall not be liable for any error of judgment or
mistake of law or for any loss suffered by Green Century Capital or the Funds
in connection with the matters to which this Agreement relates, except for a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. Furthermore, the
Sub-Administrator shall not be liable for any action taken or omitted to be
taken in reliance upon instructions, advice, information or documents received
by the Sub-Administrator from an officer or representative of the Trust or
Green Century Capital or any of those persons identified in Section 2(b).

(b) Green Century Capital shall indemnify and hold harmless
Sub-Administrator, its employees, agents and officers, from and against any
and all claims, demands, actions and suits, whether groundless or otherwise,
and from and against any and all judgments, liabilities, losses, damages,
costs, charges, counsel fees and other expenses of every nature and character
arising out of or in any way relating to (i) any breach by Green Century
Capital of any representation, warranty or covenant in this Agreement, or (ii)
Sub-Administrator's actions or omissions with respect to the performance of
services under this Agreement, or based, if applicable, upon reliance on
information, records, instructions (oral or written) or documents given or made
to Sub-Administrator by an officer or representative of Green Century Capital
or the Trust or any of the persons specified in Section 2(b); provided that
this indemnification shall not apply to actions or omissions of
Sub-Administrator in cases of its own willful misfeasance, bad faith or gross
negligence, or from the reckless disregard by it of its obligations and duties
under this Agreement and further provided that prior to confessing any claim
against it which may be the subject of this indemnification, Sub-Administrator
shall give Green Century Capital written notice of and reasonable opportunity
to defend against said claim in its own name or in the name of
Sub-Administrator. The indemnity and defense provisions provided hereunder
shall indefinitely survive the termination of this Agreement.

(c) The Sub-Administrator assumes no responsibility hereunder, and shall
not be liable, for any damage, loss of data, errors, delay or any other loss
whatsoever caused by events beyond its control and not caused by its own
willful misfeasance, bad faith or gross negligence or from the reckless
disregard of its obligations and duties under this Agreement. The
Sub-Administrator will, however, take all reasonable steps to minimize service
interruptions for any period that such interruption continues beyond the
Sub-Administrator's control.

<PAGE> 6

7. TERM

(a) This Agreement shall become effective as of the date hereof and shall
continue for a period of one-year from the date hereof, unless sooner
terminated as provided herein. Thereafter, if not terminated as provided
herein, this Agreement shall continue automatically in effect for successive
annual periods.

(b) This Agreement may be terminated at any time with respect to any one
or both Funds without penalty (i) upon mutual consent of the parties, or (ii)
by either party upon not less than ninety (90) days' written notice to the
other party (which notice may be waived by the party entitled to the notice).
The terms of this Agreement shall not be waived, altered, modified, amended or
supplemented in any manner whatsoever except by a written instrument signed by
the Sub-Administrator and Green Century Capital.

(c) Notwithstanding anything herein to the contrary, upon the termination
of this Agreement or the liquidation of a Fund or the Trust, the
Sub-Administrator shall deliver the records of the Fund(s) and/or Trust as the
case may be to Green Century Capital (or, if the Trust so requests, to the
Trust or agent of the Trust) and thereafter Green Century Capital (or the Trust
or such agent, as the case may be) or its designee shall be solely responsible
for preserving the records for the periods required by all applicable laws,
rules and regulations. In addition, in the event of termination of this
Agreement, or the proposed liquidation or merger of the Trust or a Fund(s), and
the Trust requests the Sub-Administrator to provide services in connection
therewith, the Sub-Administrator shall provide such services and be entitled to
such compensation as the parties may mutually agree.

8. NON-EXCLUSIVITY

The services of the Sub-Administrator rendered to Green Century Capital
are not deemed to be exclusive. The Sub-Administrator may render such services
and any other services to others, including other investment companies. Green
Century Capital recognizes that from time to time directors, officers and
employees of the Sub-Administrator may serve as trustees, directors, officers
and employees of other entities (including other investment companies), that
such other entities may include the name of the Sub-Administrator as part of
their name and that the Sub-Administrator or its affiliates may enter into
investment advisory, administration or other agreements with such other
entities.

9. GOVERNING LAW; INVALIDITY

This Agreement shall be governed by Wisconsin law. To the extent that the
applicable laws of the State of Wisconsin, or any of the provisions herein,
conflict with the applicable provisions of the Act, the latter shall control,
and nothing herein shall be construed in a manner inconsistent with the Act or
any rule or order of the Commission thereunder. Any provision of this
Agreement which may be determined by competent authority to be prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

<PAGE> 7

Venue for any action arising hereunder shall be Suffolk County,
Massachusetts until either June 1, 1999 or the combined assets of the Trust
reach $50 million, whichever shall occur first. Thereafter, venue shall be
determined in accordance with where the cause of action arises.

10. NOTICES

Any notice required or to be permitted to be given by either party to the
other shall be in writing and shall be deemed to have been given when sent by
registered or certified mail, postage prepaid, return receipt requested, as
follows (or to such other address as may be designated by the recipient by
notice to the other party in accordance herewith): Notice to the
Sub-Administrator shall be sent to Sunstone Financial Group, Inc., 207 East
Buffalo Street, Suite 400, Milwaukee, WI, 53202, Attention Miriam M. Allison,
and notice to Green Century Capital shall be sent to Green Century Capital
Management, Inc., 29 Temple Place, Boston, Massachusetts 02111, Attention:
Kristina Curtis, Treasurer and Chief Operating Officer.

11. COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original agreement but such counterparts shall
together constitute but one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by a duly authorized officer as of the day and year first above
written.

GREEN CENTURY CAPITAL MANAGEMENT, INC.
("Green Century Capital")

By: /s/ Kristina Curtis
-----------------------------------
Treasurer

SUNSTONE FINANCIAL GROUP, INC.
("Sub-Administrator")

By: /s/ Miriam M. Allison
-----------------------------------
President

<PAGE> 8

SCHEDULE A

TO THE

SUB-ADMINISTRATION AGREEMENT

<TABLE>
<CAPTION>
MINIMUM
NAME OF FUND AVERAGE NET ASSETS ANNUAL FEES ANNUAL FEE
- --------------------------- ---------------------------- -------------------- ---------------
<S> <C> <C> <C> <C> <C>
Green Century Balanced Fund Up to $50 Million 17.5 basis points $35,000 Year 1
$50 Million to $100 Million 10.5 basis points $40,000 Year 2
$100 Million to $150 Million 7.5 basis points $50,000 Year 3
Over $150 Million 5.0 basis points

- ------------------------------------------------------------------------------------------------
Green Century Equity Fund Up to $50 Million 17.5 basis points $35,000 Year 1
$50 Million to $100 Million 10.5 basis points $40,000 Year 2
$100 Million to $150 Million 7.5 basis points $50,000 Year 3
Over $150 Million 5.0 basis points
</TABLE>

The minimum annual fee is subject to an automatic annual escalation of 6% after
year three. Fees shall be paid for each Fund at a rate that would aggregate at
least the applicable minimum fee for each Fund. Sunstone will notify the Trust
of each such escalation but no amendment of this Schedule A shall be required.
Green Century Capital shall also pay/reimburse the Sub-Administrator's
out-of-pocket expenses as provided in the Agreement. The foregoing fee schedule
assumes a single class of shares for each Fund. Any additional services
requested by Green Century Capital and agreed to by the parties beyond those
specified in the Agreement will be subject to additional fees.

<PAGE> 1
EX-99.B11-1
(AUDITORS CONSENT)

CONSENT OF INDEPENDENT AUDITORS

The Board of Trustees
Green Century Funds:

We consent to the use of our report, dated August 22, 1997, incorporated herein
by reference and to the references to our firm under the captions FINANCIAL
HIGHLIGHTS and ORGANIZATION AND MANAGEMENT OF THE FUNDS Auditors in the
prospectus, incorporated herein by reference, and INDEPENDENT AUDITORS AND
EXPERTS in the statement of additional information, included herein.

KPMG Peat Marwick LLP

Boston, Massachusetts
September 29, 1997

<PAGE> 1
EX-99.B11-2
(AUDITORS CONSENT}

CONSENT OF INDEPENDENT AUDITORS

The Trustees
Domini Social Index Portfolio:

We consent to the use of our report, dated August 22, 1997, on the Domini
Social Index Portfolio incorporated herein by reference to the statement of
additional information of the Green Century Funds.

KPMG Peat Marwick LLP

Boston, Massachusetts
September 29, 1997

<PAGE> 1
EXHIBIT-99.B15
(DISTRIBUTION PLAN)

DISTRIBUTION PLAN

DISTRIBUTION PLAN, amended and restated as of September 29, 1995 (the
"Amended and Restated Plan"), of Green Century Funds, a Massachusetts business
trust (the "Trust") as amended and restated June 27, 1997.

W I T N E S S E T H

WHEREAS, the Trust has been organized to operate as an open-end management
investment company and is registered under the Investment Company Act of 1940
(collectively with the rules and regulations promulgated thereunder, the "1940
Act"); and

WHEREAS, the Shares of Beneficial Interest (par value $0.01 per share) of
the Trust (the "Shares") are divided into separate series, the Green Century
Balanced Fund (the "Balanced Fund") and Green Century Equity Fund (the "Equity
Fund") (each, along with any series which may in the future be established, a
"Series"); and

WHEREAS, the Trust intends to distribute the Shares of the Balanced Fund
in accordance with Rule 12b-1 under the 1940 Act ("Rule 12b-1"), and has
adopted a Distribution Plan dated as of August 13, 1991 (the "Plan") as a plan
of distribution pursuant to such Rule; and

WHEREAS, the Trust has engaged Sunstone Distribution Services, LLC, a
Wisconsin limited liability company ("Sunstone" or the "Distributor"), to
provide certain distribution services for the Trust; and

WHEREAS, the Trust has entered into a distribution agreement (in such form
as may from time to time be approved by the Board of Trustees of the Trust in
the manner specified in Rule 12b-1 (the "Distribution Agreement")) with the
Distributor, whereby the Distributor will provide facilities and personnel and
render services to the Trust in connection with the offering and distribution
of the Shares of each Series; and

WHEREAS, the Board of Trustees, in considering whether the Trust should
adopt and implement this Amended and Restated Plan, has evaluated such
information as it deemed necessary to an informed determination as to whether
this Amended and Restated Plan should be adopted and implemented and has
considered such pertinent factors as it deemed necessary to form the basis for
a decision to use assets of the Balanced Fund of the Trust for such purposes,
and has determined that there is a reasonable likelihood that the adoption and
implementation of this Amended and Restated Plan will benefit the Balanced Fund
and its shareholders.

<PAGE> 2

NOW, THEREFORE, the Board of Trustees hereby adopts this Amended and
Restated Plan for the Trust as a plan of distribution in accordance with Rule
12b-1, on the following terms and conditions:

1. As specified in the Distribution Agreement, the Trust will
reimburse the Distributor for costs and expenses incurred in connection
with the distribution and marketing of Shares of the Balanced Fund.
Such distribution costs could include, without limitation, advertising
expenses and the expenses of printing (excluding typesetting) and
distributing prospectuses and reports used for sales purposes, expenses
of preparing and printing sales literature; expenses of sales employees
or agents of the Distributor, including salary, commissions, travel and
related expenses, payments to broker-dealers for services in connection
with the distribution of Shares, including fees calculated with
reference to the average daily net asset value of Shares held by
shareholders who have a brokerage or other service relationship with
the broker-dealer or institution receiving such fees; and other
distribution-related expenses whether or not specifically required to
be made by the Distributor pursuant to the Distribution Agreement.

2. The Trust may pay the Distributor a fee from the Balanced Fund not
to exceed 0.25% of the average daily net assets of the Balanced Fund
(and with regard to future Series, such percentage of the average daily
net assets of such Series as is agreed to by the Trust and the
Distributor) as reimbursement for costs and expenses incurred in
connection with the distribution and sales of Shares of the Series and
which are approved by the investment adviser or required by law. To
the extent such expenses exceed the stated limit, the Distributor will
bear such expenses. It is understood that the Trust's investment
adviser shall reimburse the Distributor for such expenses, which are
either approved by the investment adviser or required by law, in excess
of amounts the Trust may pay subject to the Distributor's fee stated
above.

3. The Trust shall pay or cause to be paid all fees and expenses of
any independent auditor, legal counsel, administrator, sponsor,
transfer agent, custodian, registrar or dividend disbursing agent of
the Trust; expenses of distributing and redeeming Shares and servicing
shareholder accounts; expenses of preparing, printing and mailing
prospectuses, shareholder reports, notices, proxy statements and
reports to governmental officers and commissions and to shareholders of
the Trust; insurance premiums; expenses of calculating the net asset
value of Shares; expenses of shareholders meetings; and expenses
relating to the issuance, registration and qualification of Shares.

4. Nothing herein contained shall be deemed to require the Trust to
take any action contrary to its Declaration of Trust or By-Laws or any
applicable statutory or regulatory requirement to which it is subject
or by which it is bound, or to relieve or deprive the Board of Trustees
of the responsibility for and control of the conduct of the affairs of
the Trust.

<PAGE> 3

5. The Plan has been approved by a vote of at least a "majority of the
outstanding voting securities" of the Trust and by a vote of the Board
of Trustees and a vote of a majority of the Trustees who are not
"interested persons" of the Trust and who have no direct or indirect
financial interest in the operation of the Plan or in any agreement
related to the Plan (the "Qualified Trustees"), such votes having been
cast in person at a meeting called for the purpose of voting on the
Plan. This Amended and Restated Plan shall become effective on or soon
after July 1, 1997.

6. This Amended and Restated Plan shall continue in effect
indefinitely; provided, however, that such continuance is subject to
annual approval by a vote of the Board of Trustees and a majority of
the Qualified Trustees, such votes to be cast in person at a meeting
called for the purpose of voting on continuance of this Amended and
Restated Plan. If such annual approval is not obtained, this Amended
and Restated Plan shall expire on the date which is 15 months after the
date of the last approval.

7. This Amended and Restated Plan may be amended at any time by the
Board of Trustees, provided that (a) any amendment to increase
materially the amount to be expended from the assets of any Series for
the services described herein shall be effective only upon approval by
a vote of a "majority of the outstanding voting securities" of such
Series, and (b) any material amendment of this Amended and Restated
Plan shall be effective only upon approval by a vote of the Board of
Trustees and a majority of the Qualified Trustees, such votes to be
cast in person at a meeting called for the purpose of voting on such
amendment. This Amended and Restated Plan may be terminated at any
time with respect to any Series by a vote of a majority of the
Qualified Trustees or by a vote of a "majority of the outstanding
voting securities" of such Series.

8. The Trust and the Distributor each shall provide the Board of
Trustees, and the Board of Trustees shall review, at least quarterly, a
written report of the amounts expended under this Amended and Restated
Plan and the purposes for which such expenditures were made.

9. While this Amended and Restated Plan is in effect, the selection
and nomination of Qualified Trustees shall be committed to the
discretion of the Trustees who are not "interested persons" of the
Trust.

10. For the purposes of this Amended and Restated Plan, the terms
"interested persons" and "majority of the outstanding voting securities"
are used as defined in the 1940 Act. In addition, for purposes of
determining the fees payable to the Distributor, the value of the net
assets of any Series shall be computed in the manner specified in the
then-current prospectus and statement of additional information
applicable to Shares of such Series.

<PAGE> 4

11. The Trust shall preserve copies of this Amended and Restated Plan,
and each agreement related hereto and each report referred to in
paragraph 8 hereof (collectively, the "Records") for a period of six
years from the end of the fiscal year in which such Record was made, and
each such Record shall be kept in an easily accessible place for the
first two years of said record-keeping.

12. This Amended and Restated Plan shall be construed in accordance with
the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act.

13. If any provision of the Amended and Restated Plan shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of
this Amended and Restated Plan shall not be affected thereby.

<ARTICLE> 6
<CIK> 0000877232
<NAME> GREEN CENTURY FUNDS
<SERIES>
<NUMBER> 2
<NAME> BALANCED FUND

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JUN-30-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 10,048,465
<INVESTMENTS-AT-VALUE> 11,346,783
<RECEIVABLES> 313,578
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 11,660,361
<PAYABLE-FOR-SECURITIES> 565,376
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 72,843
<TOTAL-LIABILITIES> 638,219
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 9,135,437
<SHARES-COMMON-STOCK> 814,559
<SHARES-COMMON-PRIOR> 615,960
<ACCUMULATED-NII-CURRENT> 53,427
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 557,644
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,275,634
<NET-ASSETS> 11,022,142
<DIVIDEND-INCOME> 37,963
<INTEREST-INCOME> 270,252
<OTHER-INCOME> 0
<EXPENSES-NET> (224,029)
<NET-INVESTMENT-INCOME> 84,186
<REALIZED-GAINS-CURRENT> 701,949
<APPREC-INCREASE-CURRENT> 653,503
<NET-CHANGE-FROM-OPS> 1,439,638
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (67,661)
<DISTRIBUTIONS-OF-GAINS> (1,042,169)
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 178,968
<NUMBER-OF-SHARES-REDEEMED> 30,384
<SHARES-REINVESTED> 50,015
<NET-CHANGE-IN-ASSETS> 2,806,951
<ACCUMULATED-NII-PRIOR> 615
<ACCUMULATED-GAINS-PRIOR> 934,151
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 67,209
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 84,186
<AVERAGE-NET-ASSETS> 8,367,951
<PER-SHARE-NAV-BEGIN> 13.34
<PER-SHARE-NII> 0.12
<PER-SHARE-GAIN-APPREC> 1.77
<PER-SHARE-DIVIDEND> (0.10)
<PER-SHARE-DISTRIBUTIONS> (1.60)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 13.53
<EXPENSE-RATIO> 2.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<ARTICLE> 6
<CIK> 0000877232
<NAME> GREEN CENTURY FUNDS
<SERIES>
<NUMBER> 3
<NAME> EQUITY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> JUL-31-1997
<INVESTMENTS-AT-COST> 4,177,011
<INVESTMENTS-AT-VALUE> 5,242,552
<RECEIVABLES> 37,722
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 5,280,274
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,096
<TOTAL-LIABILITIES> 5,096
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 4,203,791
<SHARES-COMMON-STOCK> 312,859
<SHARES-COMMON-PRIOR> 79,698
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 2,240
<ACCUMULATED-NET-GAINS> 8,086
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,065,541
<NET-ASSETS> 5,275,178
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 0
<OTHER-INCOME> 34,105
<EXPENSES-NET> 32,502
<NET-INVESTMENT-INCOME> 1,603
<REALIZED-GAINS-CURRENT> 6,238
<APPREC-INCREASE-CURRENT> 1,064,623
<NET-CHANGE-FROM-OPS> 1,072,464
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 4,238
<DISTRIBUTIONS-OF-GAINS> 824
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 248,224
<NUMBER-OF-SHARES-REDEEMED> 15,392
<SHARES-REINVESTED> 329
<NET-CHANGE-IN-ASSETS> 4,395,451
<ACCUMULATED-NII-PRIOR> 395
<ACCUMULATED-GAINS-PRIOR> 2,672
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 32,502
<AVERAGE-NET-ASSETS> 2,229,424
<PER-SHARE-NAV-BEGIN> 11.04
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 5.84
<PER-SHARE-DIVIDEND> 0.03
<PER-SHARE-DISTRIBUTIONS> 0.01
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.86
<EXPENSE-RATIO> 1.50
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE> 1
EX-99.B19-1
(Power of Attorney)

DOMINI SOCIAL INDEX PORTFOLIO

The undersigned hereby constitutes and appoints Peter D. Kinder, Steven D.
Lyndenberg, John R. Elder, Thomas M. Lenz, Molly S. Mugler, Linda T. Gibson,
Andres E. Saldana, Brian J. Hall, David G. Danielson and Daniel E. Shea, and
each of them, with full powers of substitution as his true and lawful attorneys
and agents to execute in his name and on his behalf in any and all capacities
the Registration Statements on Form N-1A, and any and all amendments thereto,
filed by Domini Social Equity Fund, Domini Institutional Trust, DEVCAP Trust,
and Green Century Funds (each a "Trust"), or the Registration Statement(s), and
any and all amendments thereto, filed by any other investor in any registered
investment company in which any of the Trusts invest, with the Securities and
Exchange Commission under the Investment Company Act of 1940, as amended,
and/or the Securities Act of 1933, as amended, and any and all instruments
which such attorneys and agents, or any of them, deem necessary or advisable to
enable each Trust to comply with such Acts, the rules, regulations and
requirements of the Securities and Exchange Commission, and the securities or
Blue Sky laws of any state or other jurisdiction, and the undersigned hereby
ratifies and confirms as his own act and deed any and all acts that such
attorneys and agents, or any of them, shall do or cause to be done by virtue
hereof. Any one of such attorneys and agents have, and may exercise, all of
the powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set her hand this 8th day
of April, 1996.

/s/ Amy L. Domini
---------------------------
Amy L. Domini

<PAGE> 1

EX-99.B19-2
(Power of attorney)

DOMINI SOCIAL INDEX PORTFOLIO

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day
of April, 1996.

/s/ John R. Elder
--------------------------
John R. Elder

<PAGE> 1

EX-99.B19-3
(power of attorney)

DOMINI SOCIAL INDEX PORTFOLIO

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day
of April, 1996.

/s/ Allen M. Mayes
------------------------
Allen M. Mayes

<PAGE> 1

EX-99.B19-4
(power of attorney)

DOMINI SOCIAL INDEX PORTFOLIO

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day
of April, 1996.

/s/ Timothy Smith
----------------------------
Timothy Smith

<PAGE> 1

EX-99.B19-5
(power of attorney)

DOMINI SOCIAL INDEX PORTFOLIO

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th day
of April, 1996.

/s/ Frederick C. Williamson, Sr.
------------------------------------
Frederick C. Williamson, Sr.

<PAGE> 1

EX-99.B19-6

GREEN CENTURY FUNDS

The undersigned hereby constitutes and appoints Mindy Sue Lubber,
Kristina A. Curtis and Adrienne Mai Shishko, and each of them, with full powers
of substitution as his true and lawlful attorneys and agents to execute in his
name and on his behalf in any and all capacities the Registration Statement on
Form N-1A and any and all amendments thereto, filed by Green Century Funds (the
Trust) with the Securities and Exchange Commission under the Investment Company
Act of 1940, as amended, and the Securities Act of 1933 and any and all other
instruments which such attorneys and agents, or any of them, deem necessary or
advisable to enable the Trust to comply with such Acts, the rules, regulations
and requirements of the Securities and Exchange Commission, and the securities
or Blue Sky laws of any state or other jurisdiction; and the undersigned hereby
ratifies and confirms as his own act and deed any and all that such attorneys
and agents, or any of them, shall do or cause to be done by virtue hereof. Any
one of such attorneys and agents shall have, any may exercise, all of the
powers hereby conferred.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th
day of September, 1997.

/s/ Douglas Phelps
---------------------------
Douglas Phelps