AMENDMENT TO ADMINISTRATION AGREEMENT
Exhibit 99.B(h)(2)
AMENDMENT TO
ADMINISTRATION AGREEMENT
AMENDMENT made as of August 1, 2011, between Boston Trust & Xxxxxx Funds (formerly known as The Coventry Group) a Massachusetts business trust (the “Trust”) and Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi” or the “Administrator”), to that certain Administration Agreement, dated March 23, 1999, between the Trust and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.
WHEREAS, pursuant to the Agreement, Citi performs certain administration services for each of the investment portfolios (each a “Portfolio” and collectively the “Portfolios”) of the Trust known as the Boston Trust/Xxxxxx Funds as now in existence and advised by Boston Trust Investment Management Company (formerly known as United States Trust Company of Boston);
WHEREAS, the parties wish to update the list of Portfolios in Schedule A and also update the Agreement to reflect the Trust’s name change;
NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Citi hereby agree as follows:
1. Name Change.
Effective as of the date of this Amendment, the Trust has changed its name to Boston Trust & Xxxxxx Funds and all references in the Agreement to “The Coventry Group” shall mean “Boston Trust & Xxxxxx Funds.”
2. Schedule A.
Effective August 1, 2011, the first Section of Schedule A (prior to the Section labelled “Fees”) is replaced with the following:
“Portfolios: This Agreement shall apply to all Boston Trust/Xxxxxx Fund Portfolios of Boston Trust & Xxxxxx Funds advised by Boston Trust Investment Management Company, either now or hereafter created (individually, the “Portfolio”, and collectively, the “Portfolios”). The current Portfolios of the Trust advised by Boston Trust Investment Management Company are set forth below:
Boston Trust Balanced Fund
Boston Trust Equity Fund
Boston Trust Small Cap Fund
Boston Trust Midcap Fund
Xxxxxx Social Balanced Fund
Xxxxxx Social Equity Fund
Xxxxxx Xxxxxx Fund
Xxxxxx Small Cap Innovations Fund”
3. Representations and Warranties.
(a) The Trust represents (i) that it has full power and authority to enter into and perform this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has approved this Amendment.
(b) Citi represents that it has full power and authority to enter into and perform this Amendment.
4. Miscellaneous.
(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.
(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.
(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
[signatures on following page]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.
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BOSTON TRUST & XXXXXX FUNDS | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
President |
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CITI FUND SERVICES OHIO, INC. | |
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By: |
/s/ Xxxxxx X. Xxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxx |
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Title: |
Vice President |
