GREEN CENTURY FUNDS, 485BPOS, 1999-11-24

GREEN CENTURY FUNDS
485BPOS, 1999-11-24

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<PAGE> 1

As filed with the Securities and Exchange Commission on November 24, 1999

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. 13 |X|

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X|

Amendment No. 16 |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:
Constance Dye Shannon, Sunstone Financial Group, Inc.
207 E. Buffalo Street, Milwaukee, Wisconsin 53202

It is proposed that this filing will become effective:

( ) immediately upon filing pursuant to paragraph (b)
(X) on November 30, 1999 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:
(X) 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

This Post-Effective Amendment is being filed solely to designate a new effective
date for Post-Effective Amendment No. 12 to the Registrant's Registration
Statement on Form N-1A filed on September 30, 1999. The Prospectus and Statement
of Additional Information are incorporated by reference to Post-Effective
Amendment No. 12.

<PAGE> 3
PART C

OTHER INFORMATION

ITEM 23 EXHIBITS:

a-1 Declaration of Trust. (Incorporated by reference to
Exhibit 1(a) of Post-Effective Amendment No .8 to
Registrant's Registration Statement on Form N-1A)

a-2 First Amended and Restated Establishment and
Designation of Series of the Trust. (Incorporated by
reference to Exhibit 1(b) of Post-Effective Amendment
No. 8 to Registrant's Registration Statement on Form
N-1A)

a-3 Second Amended and Restated Establishment and
Designation of Series of the Trust. (Incorporated by
reference to Exhibit 1(c) of Post-Effective No.8 to
Registrant's Registration Statement on Form N-1A)

a-4 Third Amended and Restated Establishment and
Designation of Series of the Trust. (Incorporated by
reference to Exhibit 1(d) of Post-Effective Amendment
No. 8 to Registrant's Registration Statement on Form
N-1A)

b. By-Laws of the Trust. (Incorporated by reference to
Exhibit 2 of Post Effective Amendment No. 8 to
Registrant's Registration Statement on Form N-1A)

c. None.

d-1 Investment Advisory Agreement between Registrant and
Green Century Capital Management, Inc. (Incorporated
by reference to Exhibit 5(a) of Post-Effective
Amendment No. 8 to Registrant's Registration
Statement on Form N-1A)

d-2 Investment Subadvisory Agreement with respect to the
Green Century Balanced Fund between Green Century
Capital Management, Inc. and Adams, Harkness & Hill,
Inc. (Incorporated by reference to Exhibit d-2 of
Post-Effective Amendment No. 12 to Registrant's
Registration Statement on Form N-1A)

e. Distribution Agreement between the Registrant and
Sunstone Distribution Services, LLC. (Incorporated by
reference to Exhibit

<PAGE> 4

6(b) of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A)

f. None.

g. Custodian Agreement between Registrant and Investors
Bank and Trust Company. (Incorporated by reference to
Exhibit 8(a) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A)

h-1 Transfer Agent Agreement between Registrant and
Unified Fund Services, Inc. (Incorporated by
reference to Exhibit 8(c) of Post-Effective Amendment
No. 11 to Registrant's Registration Statement on Form
N-1A)

h-2 Amended and Restated Administrative Services
Agreement between Registrant and Green Century
Capital Management, Inc. (Incorporated by reference
to Exhibit 9(a) of Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A)

h-3 Sub-Administration Agreement between Green Century
Capital Management, Inc. and Sunstone Financial
Group, Inc. (Incorporated by reference to Exhibit
9(d) of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A)

i. Opinion of Dana, Bingham & Gould, counsel for
Registrant (To be filed by amendment)

j. Consent of Independent Accountants. (To be filed by
amendment.)

k. None.

l. Investment representation letters of initial
shareholder. (Incorporated by reference to Exhibit 13
of Pre-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A)

m. Amended and Restated Distribution Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act"). (Incorporated by reference to
Exhibit 15(b) of Post-Effective Amendment No. 9 to
Registrant's Registration Statement on Form N-1A)

n. None

p. None

<PAGE> 5

q-1 Powers of Attorney with respect to the Domini Social
Index Portfolio (Julia Elizabeth Harris, Kirsten S.
Moy, Frederick C. Williamson, Sr., Gregory A.
Ratliff, Timothy Smith, William C. Osborn, Karen
Paul)

q-2 Powers of Attorney with respect to The Green Century
Funds (Douglas M. Husid, David J. Fine, Steven
Kadish, Stephen Morgan, C. William Ryan, James H.
Starr, Wendy Wendlandt, Douglas Phelps)

ITEM 24. 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 25. INDEMNIFICATION.

Reference is made to Article V of the Trust's Declaration of
Trust, filed as Exhibit a-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 26. 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 January 19, 1999, and the
Form ADV (File No. 801-15930) of Adams Harkness & Hill, Inc. last filed with SEC
on May 27, 1999. The information required by Item 26 hereof is included in
Schedule D of the respective Form ADV and such information is incorporated
herein by reference.

<PAGE> 6

ITEM 27. PRINCIPAL UNDERWRITERS.

(a) Sunstone Distribution Services, LLC currently serves as distributor
of the shares of: Choice Funds, The Haven Capital Management Trust, First Omaha
Funds, Inc., JohnsonFamily Funds, Inc., The Marsico Investment Trust and Fund La
Crosse Funds, Inc.

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

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

Daniel S. Allison Secretary None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

Peter Hammond Vice President None
207 E. Buffalo Street
Suite 400
Milwaukee, WI 53202

Therese A. Ladwig Vice President None
207 East Buffalo Street
Suite 400
Milwaukee, WI 53202
</TABLE>

ITEM 28. 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 function as
custodian; (2) records held and maintained by Sunstone Financial Group, Inc.,
207 East Buffalo Street, Suite 400, Milwaukee, Wisconsin, 53202, relating to its
function as subadministrator; (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; and (4) records held and
maintained by Unified

<PAGE> 7

Fund Services, Inc., 431 North Pennsylvania Street, Indianapolis, Indiana 46204,
relating to its function as transfer agent.

ITEM 29. MANAGEMENT SERVICES.

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

ITEM 30. 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> 8
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 of the requirements for effectiveness of this Post-Effective Amendment
No. 13 to its Registration Statement under Rule 485(b) and 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 23rd day of November, 1999.

GREEN CENTURY FUNDS

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

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 November 23, 1999.

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

DOUGLAS M. HUSID* President, Chief Executive Officer and
- --------------------------- Trustee
Douglas M. Husid

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

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

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

<PAGE> 9

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/Kristina A. Curtis
-----------------------
Attorney-in-fact

*Pursuant to Power of Attorney filed herewith.

<PAGE> 10

SIGNATURES

Domini Social Index Portfolio (the "Index Portfolio") certifies that it
meets all of the requirement for effectiveness of this registration statement
under Rule 485(b) under the Securities Act and 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 23rd day of November, 1999.

DOMINI SOCIAL INDEX PORTFOLIO

By: /s/Amy L. Domini
----------------
Amy L. Domini
President

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 November 23, 1999.

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

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

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

Julia Elizabeth Harris* Trustee of the Index Portfolio
- ---------------------------
Julia Elizabeth Harris

Kirsten S. Moy* Trustee of the Index Portfolio
- ---------------------------
Kirsten S. Moy

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

<PAGE> 11

Karen Paul* Trustee of the Index Portfolio
- ---------------------------
Karen Paul

Gregory A. Ratliff*
- ---------------------------
Gregory A. Ratliff

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

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

*By /s/ Amy L. Domini
-----------------
Amy L. Domini

*Pursuant to power of attorney filed herewith.

<PAGE> 1

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Amy L. Domini, Carole
M. Laible, Sigward M. Moser, and David P. Wieder, and each of them, with full
powers of substitution as her true and lawful attorneys and agents to execute in
her name and on her 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, and the Domini Institutional Trust, (each, a "Trust"), or the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
(collectively with each Trust, the "Investors") in Domini Social Index Portfolio
(the "Portfolio") (insofar as each of the Investors invests all its assets in
the Portfolio), 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 any of the Investors or the Portfolio, as
applicable, 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 her 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 executed this instrument as of
the 20th day of September, 1999.

Julia Elizabeth Harris
-------------------------------
Julia Elizabeth Harris

<PAGE> 2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 20th day of September, 1999.

Kirsten S. Moy
-------------------------------
Kirsten S. Moy

<PAGE> 3

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Amy L. Domini, Carole
M. Laible, Sigward M. Moser, and David P. Wieder, 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, and Domini Institutional Trust, (each, a "Trust"), or the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
(collectively with each Trust, the "Investors") in Domini Social Index Portfolio
(the "Portfolio") (insofar as each of the Investors invests all its assets in
the Portfolio), 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 any of the Investors or the Portfolio, as
applicable, 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 executed this instrument as of
the 20th day of September, 1999.

Gregory A. Ratliff
-------------------------------
Gregory A. Ratliff

<PAGE> 4

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints Amy L. Domini, Carole
M. Laible, Sigward M. Moser, and David P. Wieder and each of them, with full
powers of substitution as her true and lawful attorneys and agents to execute in
her name and on her 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, and Domini Institutional Trust, (each, a "Trust"), or the Registration
Statement(s), and any and all amendments thereto, filed by any other investor
(collectively with each Trust, the "Investors") in Domini Social Index Portfolio
(the "Portfolio") (insofar as each of the Investors invests all its assets in
the Portfolio), 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 any of the Investors or the Portfolio, as
applicable, 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 her 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 executed this instrument as of
the 20th day of September, 1999.

Karen Paul
-------------------------------
Karen Paul

<PAGE> 5

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 20th day of September, 1999.

William C. Osborn
-------------------------------
William C. Osborn

<PAGE> 6

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 20th day of September, 1999.

Timothy Smith
-------------------------------
Timothy Smith

<PAGE> 7

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this instrument as of
the 20th day of September, 1999.

Frederick C. Williamson, Sr.
-------------------------------
Frederick C. Williamson, Sr.

<PAGE> 1
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 lawful 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.