Exhibit (h)(11) Form of Amendment to Sub-Transfer Agency Agreement dated May 19, 2011 AMENDMENT TO SUB-TRANSFER AGENCY AGREEMENT
Exhibit (h)(11)
Form of Amendment to
Sub-Transfer Agency
Agreement
dated May 19, 2011
AMENDMENT TO
SUB-TRANSFER AGENCY AGREEMENT
AMENDMENT made as of _________________, 2011, by and among Boston Trust & Investment Management Company, a state chartered bank of the Commonwealth of Massachusetts (the “Company”), 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 (“Citi”), to that certain Sub-Transfer Agency Agreement, as amended and restated on February 24, 2010, among the Company, 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 sub-transfer agency services for those series of the Trust listed on Schedule C attached hereto (each a “Fund” and collectively, the “Funds”);
WHEREAS, the parties wish to update Schedule C and 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 Company, 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 to “The Coventry Group” shall mean
“Boston Trust & Xxxxxx Funds.” |
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2. | Schedule C. | ||
Effective August 1, 2011, Schedule C is replaced with the attached Schedule C. | |||
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. |
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(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. |
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(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. |
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(c) Paragraph headings in this Amendment are included for convenience only and are
not to be used to construe or interpret this Amendment. |
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(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.
BOSTON TRUST & XXXXXX FUNDS | |
By: | |
Name: | |
Title: | |
BOSTON TRUST & INVESTMENT | |
MANAGEMENT COMPANY | |
By: | |
Name: | |
Title: | |
CITI FUND SERVICES OHIO, INC. | |
By: | |
Name: | |
Title: |
SCHEDULE C
TO THE
SUB-TRANSFER AGENCY AGREEMENT AMONG
BOSTON TRUST & INVESTMENT MANAGEMENT
COMPANY,
CITI FUND SERVICES OHIO, INC. AND BOSTON TRUST & XXXXXX FUNDS.
DATED AS OF AUGUST 1, 2011
Fund Name
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