As filed with the Securities and Exchange Commission on September 4, 2019

 

Securities Act No. 33-44964

 

 

Investment Company Act File No. 811-06526

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

x

 

 

 

 

Pre-Effective Amendment No.

o

 

 

 

 

Post-Effective Amendment No. 165

x

 


 

 

and/or

 

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

 

 

 

 

Amendment No. 168

x

 


 

BOSTON TRUST WALDEN FUNDS

(formerly, “The Boston Trust & Walden Funds”)

(Exact Name of Registrant as Specified in Charter)

 

One Beacon Street, Boston, MA 02108

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number: 1-800-282-8782

 


 

Michael V. Wible

Thompson Hine LLP

41 S. High Street,

Suite 1700

Columbus, Ohio 43215

(Address of Agent for Service)

 

With Copies to:

 

Jennifer Hankins

Citi Fund Services Ohio, Inc.

4400 Easton Commons, Suite 200

Columbus, Ohio 43219

 

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

 

 

 


 

EXPLANATORY NOTE

 

The Registrant has changed its name to Boston Trust Walden Funds effective September 4, 2019.  In connection with the name change, this Post-Effective Amendment is being filed solely for the purposes of amending Part C and filing certain exhibits including the Amendment to the Declaration of Trust as Exhibit (a)(11), Amendment to Investment Advisory Agreement as Exhibit (d)(5), Amendment to the Distribution Agreement as Exhibit (e)(3), Amendment to Custody Agreement as Exhibit (g)(5), Amendment to the Global Custodial Services Agreement as Exhibit (g)(8), Amendment to the Services Agreement as Exhibit (h)(4), Amendment to Transfer Agency Agreement as Exhibit (h)(8), Amendment to Sub-Transfer Agency Agreement as Exhibit (h)(11), Amendment to Expense Limitation Agreement as Exhibit (h)(13), Amendment to the CCO Agreement as Exhibit (h)(15) and Shareholder Services Plan, as amended, as Exhibit (h)(17), to this Registration Statement on Form N-1A.

 

Part A and Part B of Post-Effective Amendment No. 163 to the Registration Statement filed on April 15, 2019 are incorporated herein by reference.

 


 

PART C

 

OTHER INFORMATION

 

ITEM 28. EXHIBITS

 

(a)(1)

 

Declaration of Trust (1)

 

 

 

(a)(2)

 

Establishment and Designation of Series of Shares (Boston Trust Balanced Fund, Boston Trust Equity Fund, Walden Balanced Fund, and Walden Equity Fund) (3)

 

 

 

(a)(3)

 

Establishment and Designation of Series of Shares (Boston Trust Small Cap Fund) (6)

 

 

 

(a)(4)

 

Establishment and Designation of Series of Shares (Boston Trust Midcap Fund) (8)

 

 

 

(a)(5)

 

Establishment and Designation of Series of Shares (Walden Small Cap Innovations Fund) (9)

 

 

 

(a)(6)

 

Establishment and Designation of Series of Shares (Walden Midcap Fund) (11)

 

 

 

(a)(7)

 

Establishment and Designation of Series of Shares (Boston Trust SMID Cap Fund and Walden SMID Cap Fund) (12)

 

 

 

(a)(8)

 

Establishment and Designation of Series of Shares (Walden International Equity Fund) (14)

 

 

 

(a)(9)

 

Redesignation of Shares (Walden Small Cap Fund and Walden SMID Cap Fund) (19)

 

 

 

(a)(10)

 

Amendment to the Declaration of Trust approved May 23, 2018 (20)

 

 

 

(a)(11)

 

Amendment to the Declaration of Trust approved August 14, 2019 is filed herewith.

 

 

 

(b)(1)

 

By-Laws (2)

 

 

 

(c)

 

Certificates for Shares are not issued. Articles IV, V, VI and VII of the Declaration of Trust, previously filed as Exhibit (a) hereto, define rights of holders of Shares (1)

 

 

 

(d)(1)

 

Investment Advisory Agreement between Registrant and Boston Trust Investment Management, Inc. (5)

 

 

 

(d)(2)

 

Amendment to Investment Advisory Agreement dated May 24, 2012 (13)

 

 

 

(d)(3)

 

Amendment to Investment Advisory Agreement dated June 9, 2015 (17)

 

 

 

(d)(4)

 

Amendment to Investment Advisory Agreement dated March 1, 2018 (19)

 

 

 

(d)(5)

 

Amendment to Investment Advisory Agreement dated September 4, 2019 is filed herewith.

 

 

 

(e)(1)

 

Distribution Agreement between Registrant and Foreside Financial Group, LLC dated August 12, 2016 (18)

 

 

 

(e)(2)

 

Novation of Distribution Agreement dated February 28, 2017 (18)

 

 

 

(e)(3)

 

Amendment to the Distribution Agreement dated September 4, 2019 is filed herewith.

 

 

 

(f)

 

Not Applicable

 

 

 

(g)(1)

 

Custody Agreement between Registrant and Boston Trust & Investment Management Company (formerly United States Trust Company of Boston) (3)

 

 

 

(g)(2)

 

Amended Schedule A to the Custody Agreement dated August 12, 2011 (12)

 

 

 

(g)(3)

 

Amendment to Custody Agreement dated May 24, 2012 (13)

 

 

 

(g)(4)

 

Amendment to Custody Agreement dated March 16, 2016 (17)

 

 

 

(g)(5)

 

Amendment to Custody Agreement dated September 4, 2019 is filed herewith.

 

 

 

(g)(6)

 

Global Custodial Services Agreement between the Registrant and Citibank, N.A. dated June 9, 2015 (16)

 

 

 

(g)(7))

 

Amendment to Global Custodial Services Agreement dated January 1, 2019 (20)

 

C-2


 

(g)(8)

 

Amendment to Global Custodial Services Agreement dated September 4, 2019 is filed herewith.

 

 

 

(h)(1)

 

Services Agreement between the Registrant and Citi Fund Services Ohio, Inc. effective as of June 30, 2016 (18)

 

 

 

(h)(2)

 

Amendment to the Services Agreement effective as of June 1, 2018 (19)

 

 

 

(h)(3)

 

Amendment to the Services Agreement effective January 1, 2019 (20)

 

 

 

(h)(4)

 

Amendment to the Services Agreement dated September 4, 2019 is filed herewith.

 

 

 

(h)(5)

 

Transfer Agency Agreement between the Registrant and United States Trust Company of Boston Management Company (6)

 

 

 

(h)(6)

 

Amendment to Transfer Agency Agreement dated May 24, 2012 (13)

 

 

 

(h)(7)

 

Amended Schedule A to Transfer Agency Agreement (18)

 

 

 

(h)(8)

 

Amendment to Transfer Agency Agreement dated September 4, 2019 is filed herewith.

 

 

 

(h)(9)

 

Amended and Restated Sub-Transfer Agency Agreement between Registrant, Boston Trust & Investment Management, Inc. and Citi Fund Services Ohio, Inc. (10)

 

 

 

(h)(10)

 

Amendment to Amended and Restated Sub-Transfer Agency Agreement dated May 20, 2015 (evidencing assignment to SunGard Investor Services, LLC) (16)

 

 

 

(h)(11)

 

Amendment to Sub-Transfer Agency Agreement dated September 4, 2019 (evidencing acquisition by FIS Investors Services, LLC) is filed herewith.

 

 

 

(h)(12)

 

Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc. (21)

 

 

 

(h)(13)

 

Amendment to Expense Limitation Agreement dated September 4, 2019 is filed herewith.

 

 

 

(h)(14)

 

Compliance Services Agreement between Registrant and Citi Fund Services Ohio, Inc. dated as of June 30, 2016 (18)

 

 

 

(h)(15)

 

Amendment to the CCO Agreement between the Trust and Citi Fund Services Ohio, Inc. dated September 4, 2019 is filed herewith.

 

 

 

(h)(16)

 

Amended Shareholder Servicing Plan (16)

 

 

 

(h)(17)

 

Shareholder Services Plan dated December 6, 2007, as amended, is filed herewith.

 

 

 

(i)(1)

 

Opinion of Counsel (15)

 

 

 

(i)(2)

 

Consent of Counsel (21)

 

 

 

(j)

 

Consent of Independent Registered Public Accounting Firm is filed herewith.

 

 

 

(k)

 

Not Applicable

 

 

 

(l)

 

Not Applicable

 

 

 

(m)

 

Not Applicable

 

 

 

(n)

 

Not Applicable

 

 

 

(o)

 

Not Applicable

 

 

 

(p)(1)

 

Code of Ethics of Registrant (4)

 

 

 

(p)(2)

 

(Second) Code of Ethics (the Citi Fund Services Ohio, Inc. Code of Ethics) for Officers of the Registrant (21)

 

 

 

(p)(3)

 

Code of Ethics of Foreside Financial Group, LLC (18)

 

 

 

(p)(4)

 

Code of Ethics of Boston Trust Investment Management, Inc. (21)

 

 

 

(q)(1)

 

Powers of Attorney (7)

 

 

 

(q)(2)

 

Power of Attorney for Ms. McGeveran (18)

 


(1)

Filed with initial Registration Statement on January 8, 1992 and incorporated by reference herein.

(2)

Filed with Post-Effective Amendment No. 2 on September 4, 1992 and incorporated by reference herein.

 

C-3


 

(3)

Filed with Post-Effective Amendment No. 51 on June 18, 1999 and incorporated by reference herein.

(4)

Filed with Post-Effective Amendment No. 103 on July 28, 2004 and incorporated by reference herein.

(5)

Filed with Post-Effective Amendment No. 111 on August 2, 2005 and incorporated by reference herein.

(6)

Filed with Post-Effective Amendment No. 118 on December 16, 2005 and incorporated by reference herein.

(7)

Filed with Post-Effective Amendment No. 126 on July 27, 2007 and incorporated by reference herein.

(8)

Filed with Post-Effective Amendment No. 123 on July 11, 2007 and incorporated by reference herein.

(9)

Filed with Post-Effective Amendment No. 133 on August 19, 2008 and incorporated by reference herein.

(10)

Filed with Post-Effective Amendment No. 136 on July 27, 2010 and incorporated by reference herein.

(11)

Filed with Post-Effective Amendment No. 137 on May 18, 2011 and incorporated by reference herein.

(12)

Filed with Post-Effective Amendment No. 140 on September 8, 2011 and incorporated by reference herein.

(13)

Filed with Post-Effective Amendment No. 143 on July 27, 2012 and incorporated by reference herein.

(14)

Filed with Post-Effective Amendment No. 145 on May 17, 2013 and incorporated by reference herein.

(15)

Filed with Post-Effective Amendment No. 149 on September 27, 2013 and incorporated by reference herein.

(16)

Filed with Post-Effective Amendment No. 153 on July 28, 2015 and incorporated by reference herein.

(17)

Filed with Post-Effective Amendment No. 155 on May 31, 2016 and incorporated by reference herein.

(18)

Filed with Post-Effective Amendment No. 158 on April 18, 2017 and incorporated by reference herein.

(19)

Filed with Post-Effective Amendment No. 160 on April 24, 2018 and incorporated by reference herein.

(20)

Filed with Post-Effective Amendment No. 162 on February 15, 2019 and incorporated by reference herein.

(21)

Filed with Post-Effective Amendment No. 163 on April 15, 2019 and incorporated by reference herein.

 

ITEM 29.                                           PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

Not applicable.

 

ITEM 30.                                           INDEMNIFICATION

Article IV of the Registrant’s Declaration of Trust states as follows:

 

SECTION 4.3. MANDATORY INDEMNIFICATION.

 

(a)                                 Subject to the exceptions and limitations contained in paragraph

(b)                                 below:

 

(i)                                     every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suitor proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; and (ii) the words “claim,” “action,” “suit,” or “proceeding” shall apply to all claims, actions, suits or proceedings (civil, criminal, administrative or other, including appeals), actual or threatened; and the words “liability” and “expenses” shall include, without limitation, attorneys fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities.

 

(b)                                 No indemnification shall be provided hereunder to a Trustee or officer:

 

(i)  against any liability to the Trust, a Series thereof, or the Shareholders by reason of a final adjudication by a court or other body before which a proceeding was brought that he engaged in willful misfeasance, bad faith, Gross negligence or reckless disregard of the duties involved in the conduct of his office;

 

(ii)  with respect to any matter as to which he shall have been finally adjudicated not to have acted in good faith in the reasonable belief that his action was in the best interest of the Trust; or

 

(iii)  in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(i) or (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct

 

C-4


 

of his office:

 

(A)            by the court or other body approving the settlement or other disposition; or

 

(B)            based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (1) vote of a majority of the Disinterested Trustees acting on the matter(provided that a majority of the Disinterested Trustees then in office acts on the matter) or (2) written opinion of independent legal counsel.

 

(c)            The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contractor otherwise under law.

 

(d)           Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either:

 

(i)            such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust shall be insured against losses arising out of any such advances; or

 

(ii)             a majority of the Disinterested Trustees acting on the matter (provided that a majority of the Disinterested Trustees acts on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification.

 

As used in this Section 4.3, a “Disinterested Trustee” is one who is not (i) an Interested Person of the Trust (including anyone who has been exempted from being an Interested Person by any rule, regulation or order of the Commission), or (ii) involved in the claim, action, suit or proceeding.

 

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant by the Registrant pursuant to the Declaration of Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act, and therefore, is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by trustees, officers or controlling persons of the Registrant in connection with the successful defense of any act, suit or proceeding) is asserted by such trustees, officers or controlling persons in connection with the shares being registered, the Registrant 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 Act and will be governed by the final adjudication of such issues.

 

ITEM 31.                                           BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

 

(a)                                 Boston Trust Walden, Inc. (formerly, “Boston Trust Investment Management, Inc.), Boston, Massachusetts, is the investment adviser for the Funds. The business and other connections of Boston Trust Walden, Inc. are set forth in the Uniform Application for Investment Adviser Registration (“Form ADV”) of Boston Trust Walden, Inc. as currently filed with the SEC which is incorporated by reference herein.

 

C-5


 

ITEM 32.                                           FORESIDE FINANCIAL SERVICES, LLC (f/k/a BHIL Distributors, LLC)

 

(a)                                 Foreside Financial Services, LLC (f/k/a BHIL Distributors, LLC) (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

a.              13D Activist Fund, Series of Northern Lights Fund Trust

b.              AAMA Equity Fund, Series of Asset Management Fund

c.               AAMA Income Fund, Series of Asset Management Fund

d.              Advisers Investment Trust

e.               Boston Trust Walden Funds

f.                Cook & Bynum Funds Trust

g.               Diamond Hill Funds

h.              Praxis Mutual Funds

i.                  SA Funds — Investment Trust

j.                 Sequoia Fund, Inc.

 

The following are the Officers and Manager of the Distributor. The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

NAME

 

PRINCIPAL BUSINESS
ADDRESS

 

POSITION WITH
UNDERWRITER

 

POSITION
WITH
REGISTRANT

Richard J. Berthy

 

Three Canal Plaza, Suite 100 Portland, ME 04101

 

President, Treasurer and Manager

 

None

Mark A. Fairbanks

 

Three Canal Plaza, Suite 100 Portland, ME 04101

 

Vice President

 

None

Jennifer K. DiValerio

 

899 Cassatt Road, 400 Berwyn Park,
Suite 110, Berwyn, PA 19312

 

Vice President

 

None

Susan K Moscaritolo

 

899 Cassatt Road, 400 Berwyn Park,
Suite 110, Berwyn, PA 19312

 

Vice President and Chief Compliance Officer

 

None

Jennifer E. Hoopes

 

Three Canal Plaza, Suite 100 Portland, ME 04101

 

Secretary

 

None

 

(b)                                 Not Applicable

 

ITEM 33.                                    LOCATION OF ACCOUNTS AND RECORDS

 

(a)                                 The accounts, books, and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of Boston Trust Walden, Inc., One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as investment adviser); Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219 (records relating to its functions as administrator), Foreside Financial Services, LLC, Three Canal Plaza, Suite 100, Portland, ME 04101 (records relating to its role as distributor) and Boston Trust Walden Company (formerly, “Boston Trust & Investment Management Company”), One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as custodian and transfer agent).

 

ITEM 34.                                    MANAGEMENT SERVICES

 

Not Applicable.

 

ITEM 35.                                    UNDERWRITER

 

None

 

C-6


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston in the Commonwealth of Massachusetts on the 4th day of September 2019.

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

 

By:

/s/ Lucia Santini

 

 

Lucia Santini
President

 

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Diane E. Armstrong

 

Trustee

 

September 4, 2019

Diane E. Armstrong*

 

 

 

 

 

 

 

 

 

/s/ Michael M. Van Buskirk

 

Trustee

 

September 4, 2019

Michael M. Van Buskirk*

 

 

 

 

 

 

 

 

 

/s/ Elizabeth E. McGeveran

 

Trustee

 

September 4, 2019

Elizabeth E. McGeveran*

 

 

 

 

 

 

 

 

 

/s/ Lucia B. Santini

 

Trustee and President

 

September 4, 2019

Lucia B. Santini

 

Principal Executive Officer

 

 

 

 

 

 

 

/s/ Heidi Soumerai

 

Trustee

 

September 4, 2019

Heidi Soumerai

 

 

 

 

 

 

 

 

 

/s/ Jennifer Ellis

 

Treasurer

 

September 4, 2019

Jennifer Ellis*

 

Principal Financial and Accounting Officer

 

 

 

By:

/s/ Michael V. Wible

 

 

Michael V. Wible, as attorney-in-fact

 

 

*  Pursuant to power of attorney

 

C-7


 

Exhibit Index

 

Exhibits

 

 

 

 

 

(a)(11)

 

Amendment to the Declaration of Trust approved August 14, 2019

(d)(5)

 

Amendment to Investment Advisory Agreement dated September 4, 2019

(e)(3)

 

Amendment to the Distribution Agreement dated September 4, 2019

(g)(5)

 

Amendment to Custody Agreement dated September 4, 2019

(g)(8)

 

Amendment to Global Custodial Services Agreement dated September 4, 2019

(h)(4)

 

Amendment to the Services Agreement dated September 4, 2019

(h)(8)

 

Amendment to Transfer Agency Agreement dated September 4, 2019

(h)(11)

 

Amendment to Sub-Transfer Agency Agreement dated September 4, 2019 (evidencing acquisition by FIS Investors Services, LLC)

(h)(13)

 

Amendment to Expense Limitation Agreement dated September 4, 2019

(h)(15)

 

Amendment to CCO Agreement dated September 4, 2019

(h)(17)

 

Shareholder Services Plan dated December 6, 2007, as amended

(j)

 

Consent of Independent Registered Public Accounting Firm.

 

C-8


Exhibit 99.(a)(11)

 

BOSTON TRUST & WALDEN FUNDS

 

Change of Name of Trust, Change of Resident Agent and Re-designation of Series

 

RESOLVED, that, pursuant to Section 8.3 of the Declaration of Trust of The Boston Trust & Walden Funds (the “Trust”) dated January 8, 1992, as amended, Section 1.1 of the Declaration of Trust is amended, effective September 4, 2019, as follows:

 

Section 1.1Name.  The name of the Trust created hereby is “Boston Trust Walden Funds”.

 

FURTHER RESOLVED, that, pursuant to Section 8.3 of the Declaration of Trust, Section 10.1 of the Declaration of Trust is amended, effective September 4, 2019, as follows:

 

Section 10.1Resident Agent.  The Trust’s resident agent in the Commonwealth of Massachusetts shall be Boston Trust Walden Company, One Beacon Street, Boston, MA 02108.

 

FURTHER RESOLVED, that, pursuant to Section 5.11 of the Declaration of Trust, effective September 4, 2019, the Walden Asset Management Fund shall be re-designated as the “Walden Balanced Fund”.

 

FURTHER RESOLVED, that the officers of the Trust are authorized to execute, deliver and file any documents, including an amendment to the Trust’s Declaration of Trust, and to take any other actions they deem necessary and appropriate to effectuate the foregoing resolutions.

 

IN WITNESS WHEREOF, the undersigned have executed this instrument this 14th day of August, 2019.

 

 

/s/ Diane E. Armstrong

 

/s/ Michael M. Van Buskirk

Diane E. Armstrong

 

Michael M. Van Buskirk

 

 

 

 

 

 

/s/ Elizabeth E. McGeveran

 

/s/ Lucia Santini

Elizabeth E. McGeveran

 

Lucia Santini

 

 

 

 

 

 

/s/ Heidi Soumerai

 

 

Heidi Soumerai

 

 

 


Exhibit 99.(d)(5)

 

AMENDMENT TO

 

INVESTMENT ADVISORY AGREEMENT

 

AMENDMENT made as of August 14, 2019, between The Boston Trust & Walden Funds (formerly, The Boston Trust & Walden Funds), a Massachusetts business Trust (the “Trust) and Boston Trust Investment Management, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Investment Adviser”), to that certain Investment Advisory Agreement (the “Agreement”), dated September 30, 2004, as amended, between the Trust and the Investment Adviser. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties wish to update the Agreement to reflect changes in the names of the Trust, the Walden Asset Management Fund and the Investment Adviser;

 

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 the Investment Adviser hereby agree as follows:

 

1.              Trust Name Change

 

Effective September 4, 2019, all references in the Agreement to “The Boston Trust & Walden Funds” are deleted in their entirety and replaced with “Boston Trust Walden Funds”.

 

2.              Fund Name Change — Walden Asset Management Fund

 

Effective September 4, 2019, Schedule A to the Agreement, attached hereto, is amended to change all references to the “Walden Asset Management Fund” to the “Walden Balanced Fund”.

 

3.              Investment Adviser Name Change

 

Effective September 4, 2019, all references in the Agreement to “Boston Trust Investment Management Inc.” are deleted in their entirety and replaced with “Boston Trust Walden Inc.”

 

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

 

1


 

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.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

President

 

 

 

 

 

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

Managing Director

 

2


 

Dated: August 14, 2019

Effective:  September 4, 2019

 

SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT

BETWEEN

BOSTON WALDEN FUNDS

AND

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

Name of Fund

 

Compensation

 

 

 

Boston Trust Asset Management Fund

 

0.75% of average daily net assets up to $500 million and 0.50% of average daily net assets in excess of $500 million

 

 

 

Boston Trust Equity Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Midcap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust SMID Cap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Small Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden Balanced Fund

 

0.75% of average daily net assets

 

 

 

Walden Equity Fund

 

0.75% of average daily net assets

 

 

 

Walden Midcap Fund

 

0.75% of average daily net assets

 

 

 

Walden SMID Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden Small Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden International Equity Fund

 

0.75% of average daily net assets

 

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Lucia Santini

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

3


Exhibit 99.(e)(3)

 

FIRST AMENDMENT TO

DISTRIBUTION AGREEMENT

 

This First Amendment (“Amendment”) to the Distribution Agreement (the “Agreement”) dated as of May 31, 2017 by and between The Boston Trust & Walden Funds n/k/a Boston Trust Walden Funds  ( “Fund Company”) and BHIL Distributors, LLC n/k/a Foreside Financial Services, LLC (“Foreside”) is entered into as of September 4, 2019 (the “Effective Date”).

 

WHEREAS, Fund Company and Foreside (“Parties”) desire to amend the Agreement to reflect unrelated changes in the Parties’ names from The Boston Trust & Walden Funds to Boston Trust Walden Funds and from BHIL Distributors, LLC to Foreside Financial Services, LLC;

 

WHEREAS, the Parties desire to amend Exhibit A of the Agreement to reflect a Fund change of name from “Walden Asset Management Fund” to “Walden Balanced Fund”; and

 

WHEREAS, Section 15 of the Agreement requires that all amendments and modifications to the Agreement be in writing and executed by the Parties.

 

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

 

1.              Capitalized terms not otherwise defined herein shall have the meanings set forth in Agreement.

 

2.              The Agreement is hereby amended to reflect unrelated changes in the Parties’ names from The Boston Trust & Walden Funds to Boston Trust Walden Funds and from BHIL Distributors, LLC to Foreside Financial Services, LLC.

 

3.              Exhibit A to the Agreement is hereby deleted and replaced by Exhibit A attached hereto to reflect a Fund change of name from “Walden Asset Management Fund” to “Walden Balanced Fund;”

 

4.              Except as expressly amended hereby, all of the provisions of the Agreement shall remain unamended and in full force and effect to the same extent as if fully set forth herein.

 

5.              This Amendment shall be governed by, and the provisions of this Amendment shall be construed and interpreted under and in accordance with, the laws of the State of Delaware.

 

(Signature Page Follows)

 


 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the Effective Date.

 

BOSTON TRUST WALDEN FUNDS

FORESIDE FINANCIAL SERVICES, LLC

 

 

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Mark Fairbanks

 

 

 

 

Name:

Lucia Santini

Name:

Mark Fairbanks

 

 

 

 

Title:

President

Title:

Vice President

 


 

EXHIBIT A

 

Fund Names

 

This Exhibit A shall apply to the Shares of the Funds in the Trust as listed below and any other series that may be started in the future, as reflected by amendment to this list:

 

Boston Trust Asset Management Fund

 

Boston Trust Equity Fund

 

Boston Trust Midcap Fund

 

Boston Trust SMID Cap Fund

 

Boston Trust Small Cap Fund

 

Walden Balanced Fund

 

Walden Equity Fund

 

Walden Midcap Fund

 

Walden Small Cap Fund

 

Walden SMID Cap Fund

 

Walden International Equity Fund

 


Exhibit 99.(g)(5)

 

AMENDMENT TO

CUSTODY AGREEMENT

 

This AMENDMENT (the “Amendment”) is made as of the Effective Date below between Boston Trust & Investment Management Company (formerly United States Trust Company), a banking and trust company organized under the laws of the Commonwealth of Massachusetts (the “Custodian”) and The Boston Trust & Walden Funds (formerly The Coventry Group), a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), and is made to the Custody Agreement, as amended and restated on March 23, 1999, between the Custodian and Trust as amended by Amendments dated May 24, 2012, December 6, 2012, March 16, 2016 (the “Agreement”).  All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties mutually wish to update the Agreement to reflect changes in the names of both the Custodian and the Trust;

 

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 Custodian and Trust hereby agree as follows:

 

1.                                      Effective Date.

 

The effective date of this Amendment (the “Effective Date”) shall be September 4, 2019.

 

2.                                      Name Changes.

 

The Agreement is hereby updated to delete in its entirety and replace “Boston Trust & Investment Management Company” with “Boston Trust Walden Company” and “The Boston Trust & Walden Funds” with “Boston Trust Walden Funds”.

 

3.                                      Schedule A Changes

 

The Agreement is hereby updated to delete in its entirety the previous Schedule A to the and replace it with the amended Schedule A attached to delete references to the “Walden Asset Management Fund” and replace it with the “Walden Balanced Fund”, “Walden SMID Cap Innovations Fund” and replace it with “Walden SMID Cap Fund”, and “Walden Small Cap Innovations Fund” and replace it with “Walden Small Cap Fund”.

 

4.                                      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, 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.

 


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Custody Agreement to be duly executed on the day and year first above written to become effective on the Effective Date.

 

 

 

Boston Trust & Investment Management Company

 

 

 

 

Signed:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

Managing Director

 

Date:

August 14, 2019

 

 

 

 

 

The Boston Trust & Walden Funds

 

 

 

 

Signed:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

President

 

Date:

August 14, 2019

 

2


 

Schedule A

Custody Agreement

 

between

Boston Trust & Investment Management Company

and

The Boston Trust & Walden Funds

 

Name of the Fund

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Fund

Walden Small Cap Fund

 

 

Boston Trust & Investment Management Company

 

The Boston Trust & Walden Funds

 

 

 

 

 

Signed:

/s/ Lucia Santini

 

Signed:

/s/ Lucia Santini

Name:

Lucia Santini

 

Name:

Lucia Santini

Title:

Managing Director

 

Title:

President

Date:

August 14, 2019

 

Date:

August 14, 2019

 

3


Exhibit 99.(g)(8)

 

AMENDMENT TO THE

GLOBAL CUSTODIAL SERVICES AGREEMENT

 

THIS AMENDMENT made as of September 4, 2019 (“Amendment”) to that certain Global Custodial Services Agreement dated as of June 9, 2015 (“Agreement”), by and between The Boston Trust & Walden Funds (“Trust”) organized under the laws of Massachusetts on behalf of each series of the Trust listed on Schedule A of the Agreement as amended from time to time (each, a “Fund” and with the Trust collectively, the “Client”) and Citibank, N.A. acting through its offices located in New York (“Custodian”, and with the Client, referred to herein individually as “Party” and collectively as “Parties”).  All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

 

WHEREAS, the Custodian provides global custodial services to the Client pursuant to the Agreement;

 

WHEREAS, the Parties wish to amend the Agreement pursuant to this Amendment to update the name of the Trust.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

 

1.                                      Amendment to the Name of the Trust.

 

Boston Trust & Walden Funds is hereby amended to now read: Boston Trust Walden Funds. All future references to the Trust shall now be read to mean Boston Trust Walden Funds.

 

2.                                      Representations and Warranties.

 

(a)         Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

(b)         The Client represents that it has provided this Amendment to the Board.

 

3.                                      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 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 separately 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 each Party 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.

 

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed all as of the day and year first above written.

 

 

The Boston Trust & Walden Funds

Citibank, N.A.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Dominic Crowe

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Dominic Crowe

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

 

 

 

 

Date:

August 14, 2019

 

Date:

August 23, 2019

 


Exhibit 99.(h)(4)

 

AMENDMENT TO THE

SERVICES AGREEMENT

 

THIS AMENDMENT made as of September 4, 2019 (“Amendment”) to that certain Services Agreement dated as of June 30, 2016 (“Agreement”), by and between Boston Trust & Walden Funds, a Massachusetts business trust (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”).  All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

 

WHEREAS, the Service Provider performs certain fund accounting and  fund administration  services for the Client pursuant to the Agreement; and

 

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the name of the Client and add a Fund.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

 

1.                                Amendment to the Name of the Client.

 

Boston Trust & Walden Funds is hereby amended to now read: Boston Trust Walden Funds. All future references to the Client shall now be read to mean Boston Trust Walden Funds.

 

2.                                Amendment to Schedule 5 — List of Funds.

 

Schedule 5 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 5 attached to the end of this Amendment.

 

3.                                Representations and Warranties.

 

a)             Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

b)             The Client represents that it has provided this Amendment to the Board.

 


 

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 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 separately 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 each Party hereto.

 

c)              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.

 

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 & Walden Funds

Citi Fund Services Ohio, Inc.

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Dominic Crowe

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Dominic Crowe

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

 

 

 

 

Date:

August 14, 2019

 

Date:

August 23, 2019

 


 

Schedule 5 to Services Agreement

 

List of Funds

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Small Cap Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Fund

Walden Small Cap Fund

Walden International Equity Fund

 


Exhibit 99.(h)(8)

 

AMENDMENT TO

TRANSFER AGENCY AGREEMENT

 

This AMENDMENT (the “Amendment”) is made as of the Effective Date below between Boston Trust & Investment Management Company (formerly United States Trust Company), a banking and trust company organized under the laws of the Commonwealth of Massachusetts (the “Transfer Agent”) and The Boston Trust & Walden Funds (formerly The Coventry Group), a business trust organized under the laws of the Commonwealth of Massachusetts (the “Trust”), and is made to the Transfer Agency Agreement, as amended and restated on March 23, 1999, between the Transfer Agent and Trust as amended by Amendments dated August 16, 2001, May 24, 2012, December 6, 2012, June 9, 2015 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties mutually wish to update the Agreement to reflect changes in the names of both the Transfer Agent and the Trust;

 

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 Transfer Agent and Trust hereby agree as follows:

 

1.                                      Effective Date.

 

The effective date of this Amendment (the “Effective Date”) shall be September 4, 2019.

 

2.                                      Name Changes.

 

The Agreement is hereby updated to delete in its entirety and replace “Boston Trust & Investment Management Company” with “Boston Trust Walden Company”, “The Boston Trust & Walden Funds” with “Boston Trust Walden Funds”.

 

3.                                      Schedule A Changes

 

The Agreement is hereby updated to delete in its entirety the previous Schedule A to the and replace it with the amended Schedule A attached to delete references to the “Walden Asset Management Fund” and replace it with the “Walden Balanced Fund”, “Walden SMID Cap Innovations Fund” and replace it with “Walden SMID Cap Fund”, and “Walden Small Cap Innovations Fund” and replace it with “Walden Small Cap Fund”.

 

4.                                      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, 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.

 


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Transfer Agency Agreement to be duly executed on the day and year first above written to become effective on the Effective Date.

 

 

 

Boston Trust & Investment Management Company

 

 

 

 

Signed:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

Managing Director

 

 

 

 

Date:

August 14, 2019

 

 

 

 

 

The Boston Trust & Walden Funds

 

 

 

 

Signed:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

President

 

 

 

 

Date:

August 14, 2019

 

2


 

Schedule A

Transfer Agency Agreement

 

between

Boston Trust & Investment Management Company

and

The Boston Trust & Walden Funds

 

Name of the Fund

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Fund

Walden Small Cap Fund

Walden International Equity Fund

 

 

Boston Trust & Investment Management Company

 

The Boston Trust & Walden Funds

 

 

 

 

 

Signed:

/s/ Lucia Santini

 

Signed:

/s/ Lucia Santini

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Lucia Santini

 

 

 

 

 

Title:

Managing Director

 

Title:

President

 

 

 

 

 

Date:

August 14, 2019

 

Date:

August 14, 2019

 

3


Exhibit 99.(h)(11)

 

AMENDMENT TO

SUB-TRANSFER AGENCY AGREEMENT

 

This AMENDMENT (the “Amendment”) is made as of the Effective Date below between Boston Trust & Investment Management Company, The Boston Trust & Walden Funds (formerly known as the Coventry Group) (collectively, the “Clients”) and FIS Investor Services LLC, a Delaware limited liability company formerly known as SunGard Investor Services LLC (assignee of Citi Fund  Services Ohio, Inc. (“Citi Fund”) (“FIS”), and is made to the Sub-Transfer Agency Services Agreement, as amended and restated on February 24, 2010, between the Clients and FIS as amended by Amendments dated July 26, 2010, December 21, 2010, August l , 2011, June 28, 2012, October l , 2012, May 20, 2015, and March 29, 2019, and assigned by Citi Fund to FIS on February 13, 2015 (the “Agreement”).  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.

 

WHEREAS, the Boston Trust & Investment Management 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 The Boston Trust & Walden Funds are registered as open-end, management investment company under the Investment Company Act of 1940 (the “1940 Act”), as amended, that consist of 11 separate funds (the “Funds”) offered in various classes (the “Classes”) as of the date hereof;

 

WHEREAS, FIS performs sub-transfer agency services for the Clients and each investment portfolio of the Clients pursuant to the Agreement;

 

WHEREAS, FIS and the Clients wish to enter into this Amendment to the Agreement in order to ensure that the Agreement reflects the proper names of the Clients; and FIS and the Clients desire to update Schedule C Funds thereto.

 

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 effective date of this Amendment (the “Effective Date”) shall be September 4, 2019.

 

2.                                      Client Name Changes.

 

The Agreement is hereby updated to delete in its entirety and replace “Boston Trust & Investment Management Company” with “Boston Trust Walden Company” and “The Boston Trust & Walden Funds” with “Boston Trust Walden Funds”.

 

3.                                      Schedule C.

 

As of the Amendment Effective Date, Schedule C of the Agreement is hereby deleted in its entirety and replaced with the contents of the attached, Schedule C.

 

4.                                      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, 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.

 

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 Effective Date.

 

 

Boston Trust & Investment Management Company

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

Managing Director

 

 

 

 

 

The Boston Trust & Walden Funds

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

President

 

 

 

FIS Investor Services LLC

 

 

 

 

By:

/s/ Peggy Poche

 

Name:

Peggy Poche

 

Title:

Contract Valuation Manager

 

2


 

SCHEDULE C

 

FUNDS

 

1940 Act Funds:

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Fund

Walden Small Cap Fund

Walden International Equity Fund

 

Collective Investment Funds:

 

Boston Trust Balanced Retirement Fund

Boston Trust Small Cap Retirement Fund

Walden SRI Balanced Fund

 

3


 

Exhibit 99.(h)(13)

 

AMENDMENT TO

 

EXPENSE LIMITATION AGREEMENT

 

AMENDMENT made as of August 14, 2019, between The Boston Trust & Walden Funds (the “Trust”) and Boston Trust Investment Management, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Investment Adviser”), to that certain Expense Limitation Agreement (the “Agreement”), dated February 26, 2019, between the Trust and the Investment Adviser. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties wish to update the Agreement to reflect changes in the names of the Trust, the Walden Asset Management Fund and the Investment Adviser;

 

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 the Investment Adviser hereby agree as follows:

 

1.              Trust Name Change

 

Effective September 4, 2019, all references in the Agreement to “The Boston Trust & Walden Funds” are deleted in their entirety and replaced with “Boston Trust Walden Funds”

 

2.              Fund Name Change — Walden Asset Management Fund

 

Effective September 4, 2019, Schedule A to the Agreement, attached hereto, is amended to change all references to the “Walden Asset Management Fund” to the “Walden Balanced Fund”.

 

3.              Investment Adviser Name Change

 

Effective September 4, 2019, all references in the Agreement to “Boston Trust Investment Management Inc.” are deleted in their entirety and replaced with “Boston Trust Walden Inc.”

 

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

 

1


 

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.

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

 

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

President

 

 

 

 

 

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

Managing Director

 

 

Dated: August 14, 2019

 

2


 

Effective:  September 4, 2019

 

SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT

BETWEEN

THE BOSTON TRUST & WALDEN FUNDS

AND

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

Name of Fund

 

Compensation

 

 

 

Boston Trust Asset Management Fund

 

0.75% of average daily net assets up to $500 million and 0.50% of average daily net assets in excess of $500 million

 

 

 

Boston Trust Equity Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Midcap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust SMID Cap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Small Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden Balanced Fund

 

0.75% of average daily net assets

 

 

 

Walden Equity Fund

 

0.75% of average daily net assets

 

 

 

Walden Midcap Fund

 

0.75% of average daily net assets

 

 

 

Walden SMID Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden Small Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden International Equity Fund

 

0.75% of average daily net assets

 

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

 

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Lucia Santini

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

3


 

Exhibit 99.(h)(15)

 

AMENDMENT TO THE

CCO AGREEMENT

 

THIS AMENDMENT made as of September 4, 2019 (“Amendment”) to that certain CCO Agreement dated as of June 30, 2016 (“Agreement”), by and between Boston Trust & Walden Funds, a Massachusetts business trust (“Client”) and Citi Fund Services Ohio, Inc. (“Service Provider” and, with the Client, referred to herein individually as “Party” and collectively as “Parties”).  All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

 

WHEREAS, the Service Provider performs certain compliance services for the Client pursuant to the Agreement; and

 

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to update the name of the Client.

 

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties hereby agree as follows:

 

1.                                Amendment to the Name of the Client.

 

Boston Trust & Walden Funds is hereby amended to now read: Boston Trust Walden Funds. All future references to the Client shall now be read to mean Boston Trust Walden Funds.

 

2.                                Representations and Warranties.

 

a)             Each Party represents and warrants to the other that it has full power and authority to enter into and perform this Amendment, that this Amendment has been duly authorized and, when executed and delivered by it, will constitute a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties.

 

b)             The Client represents that it has provided this Amendment to the Board.

 

3.                                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 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 separately 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 each Party hereto.

 

c)              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.

 

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 & Walden Funds

Citi Fund Services Ohio, Inc.

 

 

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Dominic Crowe

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Dominic Crowe

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

 

 

 

 

Date:

August 14, 2019

 

Date:

August 23, 2019

 


Exhibit 99.(h)(17)

 

Boston Trust Walden Funds

 

Shareholder Services Plan

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust Small Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden Small Cap Fund

Walden SMID Cap Fund

Walden International Equity Fund

 

December 6, 2007, as amended

 

This plan constitutes the Shareholder Services Plan (the “Plan”) for the Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust Small Cap Fund, Walden Balanced Fund, Walden Social Equity Fund, Walden Midcap Fund, Walden Small Cap Innovations Fund, Walden SMID Cap Fund and Walden International Equity Fund (each a “Fund” and collectively, the “Funds”), each a series of Boston Trust Walden Funds (f/k/a The Boston Trust & Walden Funds), a Massachusetts business trust (the “Trust”).  The Plan relates solely to the Funds identified on Schedule A attached hereto, as may be amended from time to time.

 

WHEREAS, it is desirable to provide the Funds flexibility in meeting the investment and shareholder servicing needs of its investors; and

 

WHEREAS, the Trust desires to adopt a Shareholder Services Plan with respect to each Fund; and

 

WHEREAS, the Trust intends to enter into Plan agreements (“Shareholder Services Agreements”) with certain financial institutions, broker-dealers, and other financial intermediaries (“Authorized Service Providers”) pursuant to which the Authorized Service Providers will provide certain administrative support services to the beneficial owners of the Funds’ shares;

 

NOW THEREFORE, the Trust hereby adopts this Plan with respect to each Fund:

 

1.                                      Implementation.  Any officer of the Trust is authorized to execute and deliver, in the name of the Trust and on behalf of the Funds, written Shareholder Services Agreements with Authorized Service Providers that are record owners of Fund shares or that have a servicing relationship with the beneficial owners of shares of the Funds.  A form of Shareholder Services Agreements is attached hereto as Exhibit B.

 

2.                                      Services.  Pursuant to the Shareholder Services Agreement, the Authorized Service Provider shall provide to those customers who own Fund shares administrative support

 


 

services, not primarily intended to result in the sale of shares of the Funds, as set forth therein and as described in the Trust’s applicable prospectus.  Administrative support services include, but are not limited to: (i) responding to customer inquires of a general nature regarding the Fund(s); (ii) crediting distributions from the Funds to customer accounts; (iii) arranging for bank wire transfer of funds to or from a customer’s account; (iv) responding to customer inquiries and requests regarding Statements of Additional information, shareholder reports, notices, proxies and proxy statements, and other Fund documents; (v) forwarding prospectuses, Statements of Additional Information, tax notices and annual and semi-annual reports to beneficial owners of Fund shares; (vi) assisting the Funds in establishing and maintaining shareholder accounts and records; (vii) providing sub-accounting with respect beneficially owned of, and transactions in, Fund shares at the shareholder level; (viii) forwarding to customers proxy statements and proxies; (ix) determining amounts to be reinvested in the Funds; (x) assisting customers in changing account options, account designations and account addresses, and (xi) providing such other similar services as the Trust may reasonably request to the extent the Authorized Service Provider is permitted to do so under applicable statutes, rules, or regulations.

 

3.                                      Compensation.  In consideration for such administrative support services, the Authorized Service Providers will receive a fee, computed daily and paid monthly in the manner set forth in the respective Shareholder Services Agreements, at an annual rate of up to 0.25% of the average daily net assets of the Fund shares attributable to or held in the name of the Authorized Service Provider.  All expenses incurred by the Trust or the Funds in respect of this Plan shall be borne by the holders of the respective Fund’s shares.

 

4.                                      Effective Date and Termination.  This Plan will be effective with regard to the shares of a Fund only after approval by a vote of a majority of the Board of Trustees of the Trust, including a majority of trustees who are not “interested persons” of the Trust as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940.  The Plan may be terminated with respect to the shares of a Fund at any time by vote of a majority of the Disinterested Trustees.

 

5.                                      Amendment.  The Plan may be amended at any time by the Board of Trustees with respect to any Fund, provided that all material amendments to the Plan shall be approved by the Trust’s Trustees in the manner provided herein with respect to the initial approval of the Plan.

 

6.                                      Reporting.  While this Plan is in effect, the Board of Trustees shall be provided with a quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made.

 


 

Schedule A
to the
Shareholder Services Plan

 

 

Name of Fund

 

Boston Trust Asset Management Fund

 

Boston Trust Equity Fund

 

Boston Trust Midcap Fund(1)

 

Boston Trust Small Cap Fund

 

Walden Balanced Fund

 

Walden Equity Fund

 

Walden Midcap Fund(2)

 

Walden Small Cap Fund(3)

 

Walden SMID Cap Fund(4)

 

Walden International Equity Fund(6)

 


(1)  Approved by the Board of Trustees on August 17, 2007

(2)  Approved by the Board of Trustees on May 19, 2011

(3)  Approved by the Board of Trustees on August 13, 2008

(4)  Approved by the Board of Trustees on August 12, 2011

(6) Approved by the Board of Trustees on May 24, 2013

 


 

Schedule B
to the
Shareholder Services Plan

 

SERVICES AGREEMENT

 

This Services Agreement is made and entered into as of                     among Boston Trust Walden Funds (the “Trust”), an open-end investment company, on behalf of each of the series listed on Schedule A attached hereto (“Funds”), Boston Trust  Walden Company  (the “Transfer Agent”), hereafter referred to as the “Company” or “Transfer Agent” and                          . (“Service Provider” or “Intermediary”), a                                     .

 

As used in this Agreement, the term Transfer Agent means (i) an investment adviser to or administrator for the Funds, (ii) the transfer agent for the Funds, or (iii) the sub-transfer agent for the Funds as designated by the Transfer Agent, unless a different meaning is clearly required by the context.

 

WHEREAS, the Service Provider provides administrative services comprised of recordkeeping, reporting and processing services to individuals and entities (each a “Customer” and collectively “Customers”) in one or more omnibus accounts (each an “Account” and collectively the (“Accounts”); and

 

WHEREAS, it is contemplated that an Account will, invest on behalf of Customers in a Fund; and

 

WHEREAS, the parties hereto desire that the purchase, redemption and exchange of the Funds’ shares (the “Shares”) be facilitated through one or more Accounts, which may be omnibus, with each Fund established by the Service Provider; and

 

WHEREAS, the Company desires to appoint the Service Provider to provide to the Funds the administrative services described herein (the “Administrative Service”) in accordance with the procedures described herein with respect to the Accounts and the Service Provider is willing and able to furnish such Administrative Services on the terms and conditions hereinafter set forth; and

 

WHEREAS, the parties hereto or their affiliates each have access to the National Securities Clearing Corporation (“NSCC”) which developed a system through which mutual fund shares may be purchased, redeemed or exchanged (“Fund/SERV”), in the event that such parties desire to use the NSCC system; and

 

WHEREAS, the parties hereto may conduct activities hereunder using the NSCC system or through manual, facsimile transmission or other electronic means.

 

NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties agree as follows:

 

1.                                      Performance of Services. Service Provider will render or cause to be rendered ongoing services to and maintenance of shareholder accounts for Accounts that hold Shares.

 


 

These services may include but are not limited to any one or more of the following services (collectively, “Administrative Services”):

 

(a)                                 establish and maintain omnibus accounts with the Funds either directly or through NSCC.  Each Fund shall recognize all Accounts as a single shareholder and will not maintain separate Accounts for the underlying Customers;

 

(b)                                 aggregate orders given by Customers for the purchase of shares, submit net orders to Transfer Agent and promptly deliver payment and appropriate documentation to Transfer Agent.  The record holder for shares so ordered shall be [Service Provider Name] and shares so held are referred to as “Account shares;”

 

(c)                                  aggregate exchange and redemption orders given by Customers, submit net exchange and redemption orders to Transfer Agent and receive the proceeds of redemptions for allocation to the Customer’s sub-accounts;

 

(d)                                 receive in the aggregate and allocate to the Customer’s sub-accounts dividends and distributions with respect to Account shares;

 

(e)                                  provide record-keeping services relating to the foregoing purchase and redemption transactions; and

 

(f)                                   provide such information and services relating to the foregoing as Transfer Agent reasonably requests, to the extent Service Provider is permitted by applicable law to provide such information or service.

 

(g)                                  distribute Fund Prospectuses, updated Fund Prospectuses, Statements of Additional Information, shareholder reports, proxy materials and other shareholder communications to Customers in accordance with applicable regulatory requirements, except to the extent Transfer Agent expressly undertakes in writing to do so.

 

2.                                      Limited Authority: Receipt of Orders.

 

(a)                                 Subject to all of the terms and conditions in this Agreement, Service Provider agrees that in each transaction in Shares of any Fund and with regard to any services rendered pursuant to this Agreement: (a) Service Provider is acting as agent for its Customer; (b) each transaction is initiated solely upon the order of its Customer; (c) as between Service Provider and its Customer, the Customer will have full beneficial ownership of all Shares of the Funds; and (d) each transaction shall be for the account of its Customer and not for the account of the Service Provider.  Service Provider shall not have any authority in any transaction to act as Transfer Agent’s agent or as agent for the Funds, except for the purposes of accepting orders for the purchase, exchange or redemption of Shares pursuant to the rules under Section 22 of the Investment Company

 


 

Act of 1940 (the “1940 Act”), as amended, as set forth below.  The Transfer Agent will confirm transactions in accordance with the terms and conditions set forth herein.  The term Prospectus refers to the prospectus on file with the Securities and Exchange Commission (“SEC”) which is part of the registration statement of the Fund under the Securities Act of l933, as amended (“1933 Act”).

 

Service Provider shall be deemed an independent contractor and not an agent of the Transfer Agent for all purposes hereunder and shall have no authority to act for or represent the Transfer Agent or any Fund.  Service Provider will not act as an “underwriter” or “distributor” of Shares, as those terms are used in the 1940 Act, the 1933 Act, and the rules and regulations promulgated under the 1940 Act and 1933 Act.

 

(b)                                 Transfer Agent hereby appoints Service Provider as its agent for the sole and limited purpose of accepting orders for shares purchased, exchanged or redeemed by the Accounts (“Orders”).  Service Provider hereby accepts its appointment on the terms and conditions set forth herein.

 

(c)                                  Service Provider, as agent of Transfer Agent, shall be permitted to accept from Customers, Orders for shares of the Funds on each business day that the New York Stock Exchange (the Exchange) is open for business and a Fund’s net asset value is determined (“Business Day”).  Service Provider shall not be required to accept Orders on any Business Day on which it is not open for business.  If Orders are accepted by Service Provider prior to 4:00 p.m. Eastern time (ET) on any given Business Day, or earlier if the Exchange closes earlier than 4:00 p.m. ET on any given Business Day, (“Close of Trading”), such orders shall be treated as having been received by Transfer Agent on such Business Day (“Trade Date”) .  Orders received after Close of Trading on Trade Date, shall not be treated as having been accepted by Service Provider or Transfer Agent on such Business Day. Rather, Orders received after Close of Trading on a Business Day, shall be treated as having been accepted by Service Provider on the Business Day next following the Business Day on which the Order was received by Service Provider.

 

(3)                             Transmission and Settlement of Orders.

 

(a)                                 On each Business Day, Service Provider shall process the Orders for each Account that it received prior to Close of Trading, and communicate to Transfer Agent, by NSCC and/or facsimile, as determined below, the Orders (if any) for each Account for such Business Day.. Service Provider will communicate such orders to Transfer Agent prior to 9:00 a.m., Eastern Time, on the next Business Day following the Trade Date. All trades communicated to Transfer Agent by the foregoing deadline shall be treated by Transfer Agent as if they were received by Transfer Agent prior to 4:00 p.m., Eastern Time, on the Trade Date.

 


 

(b)                                 Instructions from Service Provider or its designee to process Orders shall be processed and transmitted by electronic data transmission to Transfer Agent or its designee.  If such means of transmittal become unavailable, then Orders may be processed and transmitted by telephone, fax, or any other mutually acceptable means.  Service Provider or its designee shall only transmit instructions which are pursuant to Orders authorized by the Customer.  Such instructions shall specify: (i) either the number of shares or the dollar amount of any such purchase, exchange or redemption; (ii) the applicable Fund(s); and (iii) the Business Day on which the Order was accepted by Service Provider.

 

(c)                                  NSCC Eligible Funds. Orders for Fund shares designated as “NSCC Eligible” on Schedule A, attached hereto shall be processed through Fund/Serv, a service offered by the National Securities Clearing Corporation (“NSCC”). Service Provider accounts will be maintained using NSCC’s Networking Level 3, unless Transfer Agent gives its prior written consent to an alternative method of order processing.

 

(d)                                 Non-NSCC Eligible Funds. If Orders for Fund shares are not designated as NSCC Eligible on Schedule A, then settlement of the purchases and redemptions will be processed pursuant to the following:

 

(i)                                     Net Purchases.  Service Provider will use its best efforts to transmit the purchase price of each purchase order to Transfer Agent in accordance with written instructions provided by Transfer Agent to Service Provider for the applicable Fund by wire transfer prior to Close of Trading, on the next Business Day following the Trade Date. Service Provider agrees that if it fails to (i) wire the purchase price to Transfer Agent before such 4:00 p.m. deadline or (ii) provide Transfer Agent with a Federal Funds wire system reference number evidencing the wire transfer of the purchase price to Transfer Agent prior to such 4:00 p.m. deadline, it will indemnify and hold harmless Transfer Agent and/or the Fund for which such purchase order was placed from any liabilities, costs and damages either may suffer as a result of such failure.

 

(ii)                                  Net Redemptions.  Company will use its best efforts to transmit to Service Provider the proceeds of all redemption orders placed by Service Provider by Close of Trading, on the Business Day immediately following the Trade Date by wire transfer on that Business Day. Should Company need to extend the settlement on a trade, it will contact Service Provider to discuss the extension.

 

Redemption wires should be sent to:

 


 

Fax supplements should be sent to:

 

(e)                                  Transfer Agent reserves the right to settle trades at Trade Date plus three days for purchase and sale transactions if in its sole judgment the potential impact of the magnitude of the trade will harm existing shareholders of a Fund. This provision shall supersede anything else in this Agreement or in any Agreement between Service Provider and a third party related to NSCC processing, existing now or executed at a later date.

 

4.                                                                                      Market Timing and Rule 22c-2. Service Provider agrees to provide or cause to be provided, promptly upon request by the Trust, the Taxpayer Identification Number (“TIN”), the International/Individual Taxpayer Identification Number (“ITIN”), or other government-issued identifier (“GII”), if known, and the amount, date, name or other identifier of any investment professional(s) associated with a Customer or Account (if known), of all shareholders that purchased, redeemed, transferred or exchanged Fund shares held through an account with the Provider covered by the period of the request.

 

(a)                                 If the requested information is not on Service Provider’s books and records, Service Provider agrees to:

 

i.                                          promptly obtain and transmit the requested information;

 

ii.                                       obtain assurances from the indirect intermediary with access to such information that the requested information will be provided directly to the Trust promptly; or

 

iii.                                    if directed by the Trust, block further purchases of Fund Shares from such indirect intermediary.

 

In such instance, Service Provider agrees to inform the Trust whether it plans to perform (i), (ii) or (iii).  Responses required by this paragraph must be communicated in writing and in a format mutually agreed upon by the parties.

 

(b)                                 Service Provider agrees to transmit the requested information that is on its books and records to the Trust or its designee promptly, but in any event not later than ten business days, after receipt of a request.

 

(c)                                  To the extent practicable, the format for any transaction information provided to the Trust should be consistent with the NSCC Standardized Data Reporting Format.  All shareholder information shall be transmitted

 


 

and received by both parties using data security and encryption technology that is standard for the industry in transmitting confidential information.

 

(d)                                 Service Provider will execute or cause to be executed any instructions from the Trust or its agents to restrict or prohibit further purchases or exchanges of Fund shares by a shareholder who has been identified by the Trust as having engaged in transactions in Fund shares (either directly or indirectly through an account with the Provider) that violate policies established by the Trust.

 

(e)                                  The Trust and Transfer Agent agree not to use the information received for any purpose other than to comply with Rule 22c-2 under the Investment Company Act of 1940 and other applicable laws and regulations.

 

5.                                      Pricing Information. Transfer Agent or its designee will furnish Service Provider on each Business Day with: (i) net asset value information calculated as of the Close of Trading or as of such earlier times at which the Fund’s net asset value is calculated, and (ii) dividend and capital gains information as such becomes available.  Transfer Agent or its designee will make a best faith effort to provide such information by 7:00 p.m. Eastern Time on the same Business Day.

 

6.                                      Errors.

 

(a)                                 In the event adjustments are required to correct any error in the computation of the net asset value of Fund shares, pursuant to the Trust’s error correction policies, Company shall notify Service Provider as soon as practicable after discovering the need for those adjustments.  Notification may be made via email or via direct or indirect systems access.  Such notification must state for each day for which an error occurred the incorrect price, the correct price, and, to the extent communicated to the Fund’s shareholders, the reason for the price change. The Trust agrees that Service Provider may send this notification or a derivation thereof (so long as such derivation is approved in advance by Company or Fund) to Customers or Account beneficiaries whose accounts are affected by the price change.

 

(b)                                 If an Account received amounts in excess of the amounts to which it otherwise would have been entitled prior to an adjustment for an error, Service Provider, when requested by Transfer Agent, will make a good faith attempt to collect such excess amounts from the Account Customers. In no event, however, shall Service Provider be liable to Company for any such amounts.

 

(c)                                  If an adjustment is to be made in accordance with subsection 6(a) above to correct an error which has caused an Account to receive an amount less than that to which it is entitled, Company shall make all necessary adjustments (within the parameters specified in subsection 6(a) to the

 


 

number of shares owned in the Account and distribute to Service Provider the amount of such underpayment for credit to the Accounts.

 

7.                                      Account Information.

 

(a)                                 Transfer Agent or its agent will provide or make available to Service Provider online (i) daily confirmations of Account activity on the Business Day following the Business Day on which an Order is accepted by Service Provider, (ii) if requested by Service Provider, monthly statements detailing activity in each account within fifteen (15) Business Days after the end of each month, and (iii) such other reports as reasonably requested by Service Provider.

 

(b)                                 Service Provider shall be permitted to use, discuss with, and provide to Customers information, including Fund return information, which will be made available to Service Provider by the Trust.

 

8.                                      Expenses. Except as provided to the contrary in this Agreement, each party will bear all expenses necessary and incidental to the performance of its respective obligations under this Agreement. Service Provider shall bear none of the expenses for the cost of registration of the shares, preparation of the Funds’ reports, and preparation of other related statements and notices required by law.  No party shall charge any other party a fee for wiring funds or for execution of purchases and sales under this Agreement.  The Funds will not impose transaction fees and will not impose sales load charges for purchases or redemptions, or if there are such charges, they will be waived for any Account Customers under this Agreement.

 

9.                                      Fees. In consideration of the administrative savings resulting from such an arrangement and the other provisions of this Agreement, the Trust, on behalf of the Funds, agrees to pay Service Provider the fees described in the attached Schedule A (“Administrative Fees”).  The parties agree that the Administrative Fees are for the Administrative Services only and do not constitute payment in any manner for investment advisory or distribution services.  Service Provider shall calculate this payment at the end of each calendar quarter and shall forward an invoice to Transfer Agent, along with such other supporting data as may be reasonably requested by Transfer Agent.  Transfer Agent shall make such payment to Service Provider on the Trust’s behalf via wire within thirty (30) days of receipt of such invoice.

 

10.                               Representations of Service Provider. Service Provider represents and warrants that the following are true and shall remain true through the term of this Agreement:

 

(a)                                 Service Provider is a                                .

 

(b)                                 Service Provider is authorized to enter into and perform this Agreement.

 

(c)                                  Service Provider has established and maintains an anti-money laundering program and/or procedures in accordance with all applicable laws, rules and regulations of its own jurisdiction including, where applicable, the Bank Secrecy Act (as amended by the PATRIOT Act). Service Provider further represents that it will adopt appropriate policies, procedures and

 


 

internal controls to be fully compliant with any additional laws, rules or regulations, including the Bank Secrecy Act, to which it may become subject; Service Provider applies, and will continue to apply, its anti-money laundering program and/or procedures to all customers/investors, and will take appropriate steps in accordance with the laws of its own jurisdiction to ensure that all required relevant documentation is retained, including identification relating to those customers/investors; and Service Provider represents that it complies with the United States regulations imposed by the Treasury Departments’ Office of Foreign Assets Control (“OFAC”) including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et seq., the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated thereunder, which prohibit, among other things, the engagement in transactions with, holding the securities of, and the provision of services to certain embargoed foreign countries and specially designated nationals, specially designated narcotics traffickers, terrorist sanctions, and other blocked parties; Provider represents that it: (i) will cooperate with the Transfer Agent and the Funds and provide information and reports to the Transfer Agent’s or Fund’s designated compliance officer, when reasonably requested in writing from time to time and (ii) will provide information and reports relating to its anti-money laundering program to federal examiners as may be requested; and

 

(d)                                 Service Provider has policies, procedures and internal controls reasonably designed to (i) identify frequent trading in Shares; (ii) prevent any Order received by it after the Close of Trading on the New York Stock Exchange from being executed; and (iii) comply with all other purchase, redemption or exchange restrictions and requirements stated in the Prospectus or SAI.  Upon receiving a request from the Funds, Service Provider agrees to provide the Funds with a certificate that certifies that that it has policies, procedures and internal controls as described in the immediately preceding sentence.

 

(e)                                  Service Provider and its affiliates have not exercised investment discretion or otherwise provided investment advice as that term is defined under the Employee Retirement Income Security Act (“ERISA”), with respect to the selection of any Fund as an investment option under any Retirement Plan or the decision to invest assets of any Retirement Plan in any Fund, which exercise of discretion is the responsibility of the Plan Fiduciary, and will only exercise such discretion or provide investment advice to the extent consistent with the requirements of ERISA and the rules and regulations promulgated thereunder.

 

(f)                                   Service Provider has ensured that the Account is domiciled in a state or jurisdiction for which the Funds may be offered and sold either pursuant to a notice filing or other qualification for sale under, or exempt from the requirements of, applicable laws. Service Provider agrees to make Fund

 


 

shares available only to Customers who reside in such states and jurisdictions.

 

11.                               Representations of the Transfer Agent. The Transfer Agent represents and warrants that the following are true and shall remain true through the term of this Agreement:

 

(a)                                 The Transfer Agent is a transfer and agent and state chartered bank of the Commonwealth of Massachusetts, duly organized and existing in good standing under the laws of the Commonwealth of Massachusetts.

 

(b)                                 The Transfer Agent is authorized to enter into and perform this Agreement on behalf of the Funds, and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents or agreements with respect to the Funds.

 

(c)                                  Subject to negotiation, the Funds’ sub-transfer agent, Citi Fund Services Ohio Inc.  a member of the National Securities Clearing Corporation (the “NSCC”), will execute the NSCC Trust Networking Agreement and Trust Fund/SERV Agreement and related Addendums (the “NSCC Agreements”), and that each of the Funds designated on Schedule A as NSCC eligible may be traded and such trades settled pursuant to the NSCC Agreements.

 

(d)                                 To the best of its knowledge, it is in material conformity with all applicable federal and state laws and related regulations.

 

12.                               Indemnification. Transfer Agent shall indemnify and hold harmless Service Provider and each affiliate, officer, employee and agent of Service Provider from and against any and all losses, claims, damages, liabilities or expenses (“Losses”) arising out of: (i) any inaccuracy or omission in any Prospectus, Summary Prospectus or supplement thereto, registration statement, shareholder report, or proxy statement of any Fund; (ii) any inaccuracy or omission in any advertising or promotional material provided to, reviewed by, or generated by Transfer Agent or an Fund; and (iii) any material breach by Transfer Agent of any representation, warranty, covenant, or agreement contained in this Agreement, except to the extent such Losses result from Transfer Agent’s material breach of this Agreement, willful misconduct or gross negligence.

 

Service Provider shall indemnify and hold harmless Transfer Agent  and each affiliate, officer, director, trustee, employee and agent of Transfer Agent from and against any and all Losses arising out of:  (i) Service Provider’s dissemination of information regarding Transfer Agent or Fund that contains any inaccuracies or omissions unless such information was (a) provided to, reviewed by, or generated by Transfer Agent or any Fund, or (b) obtained from independent third-party providers; and (ii) any material breach by Service Provider or an affiliate of any representation, warranty, covenant, or agreement contained in this Agreement, except to the extent such Losses are the result of Provider’s willful misconduct or gross negligence.

 

If any action, suit, or proceeding is initiated against any party indemnified (the “Indemnitee”) hereunder with respect to which such party intends to seek indemnification, the

 


 

Indemnitee will notify the party providing Indemnification (“Indemnitor”) of such action, suit, or proceeding promptly after service of the summons or other first legal process.  Such notice will be given by a means of prompt delivery that provides confirmation of receipt to the address detailed below.  The failure of the Indemnitee so to notify the Indemnitor will relieve the Indemnitor of its indemnity obligation with respect to that action, suit, or proceeding to the extent that such omission results in the forfeiture of substantive rights or defenses by the Indemnitor; failure to give prompt notice will not relieve the Indemnitor of any liability that it otherwise may have to the Indemnitee.  The Indemnitor will be entitled to assume the defense of such action, suit, or proceeding.  If the Indemnitor elects to assume the defense thereof and retains counsel, the Indemnitee will bear the fees and expenses of any additional counsel retained by it, unless (1) the employment of counsel by the Indemnitee has been authorized in writing by the Indemnitor, (2) the Indemnitee has reasonably concluded that there may be legal defenses available to it or other Indemnified Parties that are different from, or in addition to those available to the Indemnitor (in which case the Indemnitor will not have the right to direct the defense of such action on behalf of the Indemnitee) or (3) the Indemnitor has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees and expenses of counsel will be at the expense of the Indemnitor.  All such fees and expenses will be reimbursed promptly as they are incurred.  An Indemnitor will not be liable for any settlement of any action or claim effected without its written consent, or, in connection with any proceeding or related proceeding in the same jurisdiction, for the fees and expenses of more than one separate counsel for all indemnified parties, except to the extent provided herein.  The Indemnitor will keep the Indemnitee informed of all material developments and events relating to such action, suit, or proceeding.  If the Indemnitor does not elect to assume the defense, the Indemnitor will reimburse the Indemnitee for the reasonable fees and expenses of any counsel retained by it, which fees and expenses will be payable to the Indemnitee at such intervals as the parties may determine or upon the Indemnitor’s receipt of a bill related thereto.

 

In no case shall the indemnification provided in this Section be available to protect any person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its or his obligations or duties hereunder, or by reason of its or his reckless disregard of its or his obligations and duties hereunder. The terms of this section shall survive termination of this Agreement.

 

13.                               Relationship of Parties. Except as expressly provided herein, nothing contained in this Agreement shall be deemed or construed to constitute or create a partnership, association, or joint venture or agency relationship among Service Provider, and the Transfer Agent or the Funds. Service Provider shall not have any authority in any transaction to act as agent for the Trust, except as stated in Sections 1, 2 and 3 above.

 


 

14.                               Confidentiality.

 

(a)                                 Service Provider and Transfer Agent agree that all non-public records, information, and data relating to the business of the other (including customer names and information) that are exchanged or negotiated pursuant to this Agreement or in carrying out this Agreement shall remain confidential, and shall not be voluntarily disclosed by either party  without the prior written consent of the other party, except as may be required by law or by such party to carry out this Agreement or an order of an court, governmental agency or regulatory body.

 

(b)                                 Notwithstanding anything in this Agreement to the contrary, Service Provider and Transfer Agent agree that any Nonpublic Personal Information, as defined under the Gramm-Leach-Bliley Act (the “ GLB Act”), disclosed hereunder is for the specific purpose of permitting Service Provider and Transfer Agent to perform the services set forth in this Agreement.  Service Provider and Transfer Agent agree that, with respect to such information, it will comply with the GLB Act and the rules and regulations thereunder, and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement, to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by the GLB Act and the rules and regulations thereunder.

 

15.                               Non-exclusivity. Nothing in this Agreement shall be construed or is intended to prohibit Transfer Agent or the Funds from entering into similar arrangements with other administrative or record keeping service providers.  Nothing in this Agreement shall be construed or is intended to prohibit Service Provider from entering into similar arrangements with any other person or entity regarding other mutual funds or any other type of investment.

 

16.                               Termination. Either party may terminate this Agreement by providing sixty (60) days written notice to the other party.  Notwithstanding the foregoing, either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party in the event of a material breach of this Agreement by the other party that is not cured during such thirty (30) day period. This Agreement will terminate, effective immediately upon notice of termination by the other party, if (i) an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970 is filed against a party; (ii) a party files a petition in bankruptcy or a petition seeking similar relief under any bankruptcy, insolvency, or similar law, or a proceeding is commenced against a party seeking such relief; (iii) a party is found by the SEC, FINRA, or any other federal or state regulatory agency or authority to have committed a felony violation of any applicable federal or state law, rule, or regulation arising out of its activities in connection with this Agreement; or (iv) a Fund rescinds or removes any authority or approval necessary for Transfer Agent to enter into this Agreement.  Each party agrees to notify the other promptly in the event of any such filing, finding of violation, or other action under this paragraph.

 


 

17.                               Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

 

18.                               Assignment.  This Agreement shall not be assigned by a party hereto, without the prior written consent of the other parties hereto.  Provided, however, that a party may assign upon 30 days written notice to the other parties.  This Agreement shall inure to the benefit of and be binding upon the parties and their permitted successors and assigns.

 

19.                               Time of the Essence. All times specified in this Agreement for the performance of the obligations of the parties shall be deemed to be of the essence.  The acceptance of a late performance, with or without objection or reservation, shall not waive the right of any party to claim damages or avail itself of any other remedy for such breach, nor constitute a waiver of this requirement of timely performance of any obligation under this Agreement.

 

20.                               Written Notice. Except as otherwise provided herein, any notice required or permitted to be given hereunder shall be given in writing and shall be addressed and delivered to the parties at the address set forth below, or such other address as may be designated by either party by notice pursuant to the terms hereof.  Any such notice will be deemed given on the next Business Day if sent by a nationally recognized overnight courier service that provides evidence of receipt or the same Business Day if sent by 3:00 p.m. (receiving party’s time) by facsimile transmission and confirmed by a telephone call, otherwise, the next Business Day.

 

If to Service Provider

 

 

 

 

 

If to Transfer Agent:

 

Boston Trust Walden Company

 

 

Ms. Lucia Santini, Managing Director

 

 

One Beacon Street, 33rd Floor

 

 

Boston, MA 02108

 

 

 

If to Fund:

 

Citi Fund Services

 

21.                               Amendment and Waiver. No modification of any provision of this Agreement will be binding unless in writing and executed by the party to be bound thereby. No waiver of any provision of this Agreement will be binding unless in writing and executed by the party granting such waiver. Any valid waiver of a provision set forth herein shall not constitute a waiver of any other provision of this Agreement. In addition, any such waiver shall constitute a present waiver of such provision and shall not constitute a permanent future waiver of such provision.

 


 

22.                               Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, such provision shall be fully severable, and this Agreement shall be enforced and construed as if such provision had never comprised a part of this Agreement.  To the extent required, any provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity.

 

23.                               Limitation of Liability. It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust.  The execution and delivery of this Agreement have been authorized by the Trustees, and this Agreement has been signed and delivered by an authorized officer of the Trust, acting as such, and neither such authorization by the Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on them personally, but shall bind only the trust property of the Trust as provided in the Trust’s Declaration of Trust.

 

24.                               Counterparts.                      This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

 

25.                               Headings. The headings used herein are for convenience only and shall not be used in construing or interpreting the provisions of this Agreement.

 

IN WITNESS THEREOF, the undersigned has executed this Agreement by their duly authorized officers.

 

 

[SERVICE PROVIDER]

 

 

 

By:

 

 

Name:

 

 

Title:

 

 

 

 

BOSTON TRUST WALDEN COMPANY

 

 

By:

 

 

Name:

Lucia Santini

 

Title:

Managing Director

 

 

 

BOSTON TRUST WALDEN FUNDS

 

 

 

By:

 

 

Name:

Lucia Santini

 

Title:

President

 

 


 

SCHEDULE A

 

Funds Covered by the Agreement

 

NSCC
Eligible

 

Fund Ticker/
CUSIP

 

Administration
Fee

Boston Trust Asset Management Fund

 

Yes

 

BTBFX
101156305

 

25 bps

Boston Trust Equity Fund

 

Yes

 

BTEFX
101156404

 

25 bps

Boston Trust Midcap Fund

 

Yes

 

BTMFX
101156503

 

25 bps

Boston Trust Small Cap Fund

 

Yes

 

BOSOX
101156602

 

25 bps

Boston Trust SMID Cap Fund

 

Yes

 

BTSMX
101156883

 

0 bps

Walden Equity Fund

 

Yes

 

WSEFX
101156107

 

25 bps

Walden Balanced Fund

 

Yes

 

WSBFX
101156701

 

25 bps

Walden Small Cap Fund

 

Yes

 

WASOX
101156206

 

25 bps

Walden Midcap Fund

 

Yes

 

WAMFX
101156800

 

25 bps

Walden SMID Cap Fund

 

Yes

 

WASMX
101156875

 

25 bps

Walden International Equity Fund

 

Yes

 

WIEFX
101156867

 

25 bps

 


Exhibit 99.(j)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 26, 2019, relating to the financial statements and financial highlights of Boston Trust Walden Funds for the year ended December 31, 2018, and to the reference to our firm under the heading “Financial Highlights” in the Prospectus.

 

 

Cohen & Company, Ltd.

Cleveland, Ohio

September 4, 2019