AMENDMENT TO SUB-TRANSFER AGENCY AGREEMENT
AMENDMENT TO
This Amendment (this “Amendment”), dated as of August 18, 2020, amends the Sub-Transfer Agency Services Agreement dated February 24, 2010, as amended (the “Agreement”) between Boston Trust Xxxxxx Company (formerly The Boston Trust & Investment Management Company) and Boston Trust Xxxxxx Funds (formerly the Coventry Group) (collectively, the “Clients”) and FIS Investor Services LLC, a Delaware limited liability company (“FIS”) formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc. (“Citi Fund”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. For the avoidance of any doubt, references in the Agreement to “Citi” shall be deemed references to FIS and references to The Boston Trust & Investment Management Company shall be deemed references to Boston Trust Xxxxxx Company.
WHEREAS, the Clients and FIS entered into a Transfer Agency Services Agreement which was amended and restated on February 24, 2010, and further amended on each of July 26, 2010, December 21, 2010, August l, 2011, June 28, 2012, October l, 2012, May 20, 2015, March 29, 2019 and September 4, 2019. The Agreement was assigned by Citi Fund to FIS on February 13, 2015.
WHEREAS, the Boston Trust Xxxxxx Company is a state-chartered bank of the Commonwealth of Massachusetts and serves as Trustee of 3 (three) collective investment funds established pursuant to 12 C.F.R. 9.18 and transfer agent for Boston Trust Xxxxxx Funds, registered as an open-end, management investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended, consisting of separate series of funds (the “Funds”) as of the date hereof;
WHEREAS, FIS performs sub-transfer agency services for the Clients and for each of the Funds pursuant to the Agreement;
WHEREAS, FIS and the Clients wish to enter into this Amendment in order to: (a) update Schedule A to reflect a new service to be provided by FIS to Clients; and (b) update Schedule C to reflect (1) the name changes and re-designation of the Funds listed below; and (2) the merger of Xxxxxx Small Cap Fund into Boston Trust Xxxxxx Small Cap Fund, as follows:
1940 Act Funds:
Current Name |
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Re-Designated Name |
Xxxxxx Equity Fund |
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Boston Trust Xxxxxx Equity Fund |
Xxxxxx Balanced Fund |
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Boston Trust Xxxxxx Balanced Fund |
Xxxxxx International Equity Fund |
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Boston Trust Xxxxxx International Equity Fund |
Xxxxxx Mid Cap Fund |
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Boston Trust Xxxxxx Mid Cap Fund |
Xxxxxx XXXX Cap Fund |
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Boston Trust Xxxxxx XXXX Cap Fund |
Boston Trust Small Cap Fund |
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Boston Trust Xxxxxx Small Cap Fund |
Xxxxxx Small Cap Fund |
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N/A. Series merged into Boston Trust Xxxxxx Small Cap Fund in April 2020. |
Collective Investment Funds:
Current Name |
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Re-Designated Name |
Boston Trust Balanced Retirement Fund |
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Boston Trust Xxxxxx Balanced Retirement Fund |
Boston Trust Small Cap Retirement Fund |
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Boston Trust Small Cap CIT |
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Clients and FIS hereby agree as follows:
1. Effective Date.
The amendments set forth in paragraphs 2 and 3 shall be effective from and after September 1, 2020, and the amendment set forth in paragraph 4 shall be effective from and after September 30, 2020.
2. Schedule A.
As of September 1, 2020, the following item 10 shall be added after item 9 under Section I Services of Schedule A of the Agreement:
“10. Profile II Services
FIS will populate the Mutual Fund Profile II database of the NSCC (“Profile II”) with the appropriate data for the pertinent record types with respect to the Funds listed below (“Profile II Funds”).
i. Boston Trust Xxxxxx Small Cap Fund
ii. Boston Trust Midcap Fund
iii. Boston Trust Asset Management Fund
iv. Boston Trust Equity Fund
v. Boston Trust XXXX Cap Fund
vi. Boston Trust Xxxxxx Equity Fund
vii. Boston Trust Xxxxxx Balanced Fund
viii. Boston Trust Xxxxxx Xxxxxx Fund
ix. Boston Trust Xxxxxx XXXX Cap Fund
x. Boston Trust Xxxxxx International Equity Fund
FIS will obtain the information set forth above from FIS’ internal records, Profile II Funds’ prospectuses and other Profile II Funds’ documents, and third parties that provide services to the Profile II Funds or to FIS. FIS will use all commercially reasonable efforts to ensure that such information is accurate and updated on a timely basis, but FIS cannot guarantee that such information will be accurate or timely updated.”
3. Effective September 1, 2020, the following shall be added to the end of Schedule B:
“The following fees shall be payable by Client to FIS for Profile II Services:
One-Time Fee: |
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Initial service and implementation of funds on Profile II |
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$100.00 per CUSIP, payable by Client upon receipt of FIS’ invoice. |
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Recurring Fees (includes oversight and management of services): | ||
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1-10 CUSIPS |
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$250 / Month |
11 up to 25 CUSIPS |
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$375 / Month |
26 or more CUSIPS |
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$500 / Month |
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4. Schedule C.
As of September 30, 2020, Schedule C of the Agreement is hereby deleted in its entirety and replaced with the contents of Schedule C attached hereto.
5. Miscellaneous.
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. Each reference to the Agreement in this Amendment and in every other agreement, contract or instrument to which the parties are bound that are related to the sub-transfer agency services provided under the Agreement, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.
(Signature Page Follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Sub-Transfer Agency Agreement to be duly executed on the day and year first above written to become effective on the dates indicated herein.
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Boston Trust Xxxxxx Company | |
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By: |
/s/ Xxxxx Xxxxxxx |
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Name: |
Xxxxx Xxxxxxx |
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Title: |
Managing Director |
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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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FIS Investor Services LLC | |
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By: |
/s/ Xxxxx Xxxxx |
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Name: |
Xxxxx Xxxxx |
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Title: |
Contract Valuation Manager |
SCHEDULE C
FUNDS
1940 Act Funds:
Boston Trust Asset Management Fund
Boston Trust Equity Fund
Boston Trust Mid Cap Fund
Boston Trust XXXX Cap Fund
Boston Trust Xxxxxx Small Cap Fund
Boston Trust Xxxxxx Balanced Fund
Boston Trust Xxxxxx Equity Fund
Boston Trust Xxxxxx Mid Cap Fund
Boston Trust Xxxxxx XXXX Cap Fund
Boston Trust Xxxxxx International Equity Fund
Collective Investment Funds:
Boston Trust Xxxxxx Balanced Retirement Fund
Boston Trust Xxxxxx Small Cap CIT
Xxxxxx SRI Balanced Fund