FUND ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT BETWEEN BOSTON TRUST WALDEN FUNDS AND THE NORTHERN TRUST COMPANY

Exhibit (h)(8)

 

FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT

 

BETWEEN

 

BOSTON TRUST ▇▇▇▇▇▇ FUNDS

 

AND

 

THE NORTHERN TRUST COMPANY

Exhibit (h)(8)

 

TABLE OF CONTENTS

 

Section

Page

 

1.   APPOINTMENT	1
2.   REPRESENTATIONS AND WARRANTIES	1
3.   DELIVERY OF DOCUMENTS	2
4.   SERVICES PROVIDED	2
5.   FEES AND EXPENSES	3
6.   DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY	4
7.   AUTHORIZED INSTRUCTIONS	6
8.   CONFIDENTIALITY	7
9.   TERM AND TERMINATION	8
10.   NOTICES	9
11.   FORCE MAJEURE	9
12.   ASSIGNABILITY	9
13.   NO THIRD PARTY BENEFICIARIES	10
14.   MISCELLANEOUS	10
SCHEDULE A  FEE SCHEDULE	13
SCHEDULE B  FUND ADMINISTRATION SERVICES	14
SCHEDULE C  FUND ACCOUNTING SERVICES	16
SCHEDULE D  FUND LIST	17

Exhibit (h)(8)

 

FUND ADMINISTRATION AND
ACCOUNTING SERVICES AGREEMENT

 

AGREEMENT made as of October 2, 2023 (this “Agreement”) by and between Boston Trust ▇▇▇▇▇▇ Funds, a business trust organized under the laws of the State of Massachusetts (the “Trust”) on behalf of each of the series of the Trust listed on Schedule D hereto, as it may be amended from time to time (each, a “Fund” and, collectively, the “Funds”) and The Northern Trust Company (“Northern”), an Illinois corporation.

 

WITNESSETH:

 

WHEREAS, the Trust is a business trust organized under the laws of the State of Massachusetts and is registered as an open-end, management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

 

WHEREAS, the Trust wishes to retain Northern to provide certain fund accounting and administration services with respect to the Funds, and Northern is willing to furnish such services;

 

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, it is agreed between the parties hereto as follows:

 

1.         APPOINTMENT. The Trust hereby appoints Northern to provide services as described hereinafter, for the Trust and on behalf of each of the Funds, for the period and on the terms set forth in this Agreement. ▇▇▇▇▇▇▇▇ accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 5 of and Schedule A to this Agreement.

 

2.         REPRESENTATIONS AND WARRANTIES.

 

(a)

Northern represents and warrants to the Trust that:

 

(i)

Northern is a corporation, duly organized and existing under the laws of the State of Illinois;

 

(ii)

Northern is duly qualified to carry on its business in the State of Illinois;

 

(iii)

Northern is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement;

 

(iv)

All requisite corporate proceedings have been taken to authorize Northern to enter into and perform this Agreement;

 

(v)

Northern has, and will continue to have, access to the facilities, personnel and equipment required to fully perform its duties and obligations hereunder;

 

(vi)

no legal or administrative proceedings have been instituted or threatened which would materially impair Northern’s ability to perform its duties and obligations under this Agreement; and

 

(vii)

Northern’s entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of Northern or any law or regulation applicable to Northern.

 

(b)

The Trust represents and warrants to Northern that:

(i)

the Trust is a business trust, duly organized and existing and in good standing under the laws of Massachusetts;

 

(ii)

the Trust is an investment company properly registered under the 1940 Act;

 

(iii)

the Trust has the power under applicable laws and by its organizational documents to enter into and perform this Agreement;

 

(iv)

all requisite actions have been taken by the Trust to authorize the Trust to enter into and perform this Agreement;

 

(v)

no legal or administrative proceedings have been instituted or threatened which would impact the Trust’s ability to perform its duties and obligations under this Agreement; and

 

(vi)

the Trust’s execution of this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Trust or any law or regulation applicable to it.

 

3.         DELIVERY OF DOCUMENTS. The Trust’s governing documents (e.g., By-Laws, Agreement and Declaration of Trust, etc.); currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the Prospectus and Statement of Additional Information relating to each Fund and all amendments and supplements thereto as in effect from time to time; and opinions of counsel, if any, and auditors’ reports, are filed with the U.S. Securities and Exchange Commission (“SEC”) and are accessible by Northern on the SEC’s ▇▇▇▇▇ database. The Funds will promptly furnish to Northern such copies, properly certified or authenticated, of contracts, documents and other related information that Northern may reasonably request or require to properly discharge its duties. Such documents may include but are not limited to the following:

 

(a)

actions of or on behalf of a Fund authorizing the appointment of Northern to provide certain services to the Fund and approving this Agreement;

 

(b)

the Trust’s governing documents, [e.g., By-Laws, Trust Instrument, Operating Agreement, etc.];

 

(c)

the Trust’s currently effective registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act and the Prospectus and Statement of Additional Information relating to each Fund and all amendments and supplements thereto as in effect from time to time;

 

(d)

opinions of counsel, if any, and auditors’ reports; and

 

(e)

such other agreements, certificates and documents as the Funds may enter into from time to time including securities lending agreements, futures and commodities account agreements, brokerage agreements and options agreements as may be necessary for Northern to perform its duties and obligations under this Agreement.

 

4.

SERVICES PROVIDED.

 

(a)

Northern will provide the following services subject to the control, direction and supervision of the Trust or its designee and in compliance with the procedures which may be established from time to time between the Trust and Northern; and all reasonable resolutions and policies implemented by the Trust:

(i)

Fund Administration, and

 

(ii)

Fund Accounting.

 

A general description of each of the above services is contained in Schedules B and C, respectively, to this Agreement.

 

(b)

Northern will also keep records relating to the services contemplated herein in such form and manner as Northern may deem appropriate or advisable. ▇▇▇▇▇▇▇▇ agrees that all such records prepared or maintained by Northern relating to the services provided hereunder are the property of the Funds and will be preserved and maintained at the Funds’ expense, provided such costs are reasonable, and will be made available upon request of the Fund to which such records relate.

 

5.

FEES AND EXPENSES.

 

(a)

As compensation for the services rendered to the Funds pursuant to this Agreement, the Trust shall cause to be paid to Northern quarterly fees determined as identified in Schedule A (Fee Schedule) with respect to the services provided hereunder. Such fees are to be billed quarterly and shall be due and payable upon receipt of the invoice. Upon any termination of the provision of services under this Agreement before the end of any quarter, the fee for the part of the quarter before such termination shall be prorated according to the proportion which such part bears to the full quarter period and shall be payable upon the date of such termination.

 

(b)

For the purpose of determining fees calculated as a function of a Fund’s assets, the value of a Fund’s assets and net assets shall be computed as required by its Prospectus, generally accepted accounting principles, and resolutions of the Trust’s Board of Trustees/Directors.

 

(c)

The Trust may request additional services, additional processing, or special reports which are not contemplated in this Agreement, and will provide such specifications and requirements documentation as may be reasonably required by Northern. If Northern elects to provide such services or arranges for such services to be provided, it shall be entitled to additional fees and expenses at its customary rates and charges as agreed upon in writing by the parties.

 

(d)

Northern will bear its own expenses in connection with the performance of the services under this Agreement, except as provided herein or as agreed to by the parties in writing. The Funds agree to promptly reimburse Northern for reasonable expenses incurred for any out of pocket and other charges referenced in Schedule A. Northern reserves the right to discuss fees with the Funds in the event that reprocessing costs are incurred due to a third party. In addition, Northern may utilize one or more independent pricing services to obtain securities prices and to act as backup to the primary pricing services in connection with determining the net asset values of the Funds. Each Fund will reimburse Northern for such Fund’s share of the cost of such services based upon the actual usage by the Fund of the services for the benefit of the Fund.

 

(e)

All fees, out-of-pocket expenses and additional charges of Northern shall be billed on a quarterly basis and shall be due and payable upon receipt of the invoice.

(f)

In the event that the Fund is more than sixty (60) days’ delinquent in its payments of quarterly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the exception of specific amounts which may be contested in good faith by the Fund), this Agreement may be terminated upon thirty (30) days’ written notice to the Fund by Northern. The Fund must notify Northern in writing of any contested amounts within thirty (30) days of receipt of a billing for such amounts. Disputed amounts are not due and payable while they are being investigated.

 

6.

DUTIES, RESPONSIBILITIES AND LIMITATION OF LIABILITY.

 

(a)

Northern shall be responsible for the performance of only such duties as are set forth in this Agreement. In the performance of its duties hereunder, Northern shall be obligated, as applicable, to exercise the due care and diligence of a professional fund administrator, and fund accountant in providing the services called for in this Agreement, including the services referenced in Section 4 of this Agreement, and in all events shall act in good faith in performing the services provided for under this Agreement.

 

(b)

Northern shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Fund in connection with the matters to which this Agreement relates, except for a loss or expense directly caused by or resulting from willful misfeasance, bad faith or negligence on Northern’s part in the performance of or from reckless disregard by Northern of the obligations and duties specifically set forth in this Agreement. Northern shall not be liable for any special, indirect, incidental or consequential damages of any kind whatsoever (including, without limitation, attorneys’ fees) under any provision of this Agreement.

 

(c)

Subject to Sections 6(a) and 6(b) above, Northern shall not be responsible for, and the Trust and the Funds shall indemnify and hold Northern, its directors, officers, employees and agents (the “Indemnitees”) harmless from and against, any and all losses, damages, costs, reasonable attorneys’ fees and expenses, payments, expenses and liabilities that may be imposed on, incurred by or asserted against any of the Indemnitees in connection with or arising out of:

 

(i)

Northern’s performance of the services in accordance with the terms of this Agreement and any and all actions of Northern or its officers, employees or agents required to be taken pursuant to this Agreement;

 

(ii)

the reliance on or use by Northern or its officers, employees or agents of information, records or documents which are received by Northern or its officers, employees or agents and furnished to them by or on behalf of the Trust or any Fund, and which have been prepared or maintained by the Trust or any Fund, or any third party on behalf of the Trust or any Fund;

 

(iii)

the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

 

(iv)

the breach of any representation or warranty of the Trust hereunder;

 

(v)

the taping or other form of recording of telephone conversations or other forms of electronic communications with members, or reasonable reliance by Northern on telephone or other electronic instructions of any person acting on behalf of a shareholder or shareholder account for which telephone or other electronic services have been authorized;

(vi)

the reliance on or the carrying out by Northern or its officers, employees or agents of any instructions reasonably believed to be given by a duly authorized person of the Trust or recognition by Northern of any certificates representing member interests (if any) which are reasonably believed to bear the signatures of the officers of the Trust and the countersignature of any transfer agent or registrar of the Trust;

 

(vii)

any delays, inaccuracies, incompleteness of, errors in or omissions from information or data provided to Northern by data, corporate action or pricing services or securities brokers and dealers;

 

(viii)

the offer or sale of securities by a Fund in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state;

 

(ix)

any failure of the Trust’s offering documents to comply with applicable laws, or any untrue statement therein of a material fact or omission of a material fact necessary to make any statement therein not misleading; except with respect to any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading provided to the Trust by Northern in writing for inclusion in the Trust’s offering documents;

 

(x)

the failure of the Trust to comply with applicable securities, tax, commodities and other laws, rules and regulations; and

 

(xi)

all actions, inactions, omissions, or errors caused by or resulting from the willful misfeasance, bad faith or negligence of third parties to whom Northern or the Trust has assigned any rights and/or delegated any duties under this Agreement at the request of or as required by the Trust, provided that each of such third parties was chosen by the Trust.

 

(d)

In performing its services hereunder, Northern shall be entitled to rely and shall have no liability for acting upon any Authorized Instructions, notices or other communications, including electronic transmissions, from the Trust and its custodian, officers and members, agents and other service providers which Northern reasonably believes to be genuine, valid and authorized, and shall be indemnified by the Trust for any loss or expense caused by such reasonable reliance.

 

(e)

The indemnifications contained hereunder shall survive the termination of this Agreement.

 

(f)

Northern may, at the expense of the Trust, in connection with matters arising under this Agreement as a result of an instruction, request or information provided by the Trust, obtain the advice and opinion for the professional advisors to the Trust or its own professional advisors and Northern shall be entitled to rely on the advice or opinion of such professional advisors and, subject to Section 6(b) above, Northern shall not be liable for any loss suffered by any Fund as a result of any act taken by Northern in reliance upon such advice.

(g)

Northern is not, and nor shall be, responsible for the management of the investments or any other assets of the Funds, including (but not limited to) the management, verification and/or monitoring of adherence to the investment policies, objectives, guidelines and restrictions applicable thereto from time to time. Consequently, Northern is not, nor shall be, liable to a Fund or any other person for any loss or damage suffered by any such person as a result of any breach of investment policies, objectives, guidelines and/or restrictions applicable in respect of any Fund. Without prejudice to the foregoing, any procedures implemented by Northern to monitor or test compliance by a Fund with its investment policies, objectives, guidelines and/or restrictions shall not be relied upon by any Fund or any other person.

 

(h)

Without prejudice to Section 6(c)(ii), in calculating the Net Asset Value of a Fund, Northern shall not be liable for any loss suffered by any Fund by reason of any error resulting from any inaccuracy in the information provided by any pricing service. Where practicable, Northern shall use commercially reasonable efforts to confirm with third parties pricing information supplied by the Fund or any connected person thereof (including a connected person which is a broker, market maker or other intermediary) or its delegates. However, in certain circumstances it may not be possible or practicable for Northern to verify such information and in such circumstances Northern, subject to Section 6(b) above, shall not be liable for any loss suffered by a Fund or any other person by reason of any error in the calculation of the Net Asset Value resulting from any inaccuracy in the information provided by any Fund or its delegates. In circumstances where Northern is directed by a Fund to use particular pricing services, brokers, market makers or other intermediaries, Northern shall not be liable for any loss suffered by any Fund or any other person by reason of error in the calculation of Net Asset Value resulting from any inaccuracy in the information provided by such pricing services, brokers, market makers or other intermediaries.

 

7.

AUTHORIZED INSTRUCTIONS

 

(a)

Where Northern is required under this Agreement (or otherwise agrees) to act on instructions from a Fund, or any party authorized by a Fund, Northern shall do so upon receipt of Authorized Instructions which may be standing Authorized Instructions. Any Authorized Instructions given to Northern shall bind the applicable Fund(s).

 

(b)

In acting on any Authorized Instructions, Northern is entitled to assume that (i) the Authorized Person providing such Authorized Instructions has complied with any relevant obligations set out in any governing documents of the Fund, and (b) such Authorized Instruction is in accordance with applicable law. Northern is under no obligation to review the propriety or legality of any Authorized Instructions received by it.

 

(c)

The Trust acknowledges that the Authorized Persons are authorized to give Authorized Instructions to Northern on behalf of the applicable Fund for the purposes of this Agreement and Northern is entitled to rely on the authenticity of the signatures and Authorized Instructions given or purported to be given by a Fund’s Authorized Persons and Northern is not liable for any claim, damage, expense, loss or liability arising from such reasonable reliance. Such persons will continue to be Authorized Persons until such time as Northern receives Authorized Instructions from a Fund (or its agent) that any such person is no longer an Authorized Person.

(d)

Unless otherwise provided in this Agreement, an Authorized Instruction continues in full force and effect until specifically cancelled or superseded by a subsequent Authorized Instruction.

 

(e)

Notwithstanding any other provision of this Agreement, instructions, directions and other communications provided under this Agreement may be given to Northern by letter, telex, SWIFT or other electronic or electro-mechanical means deemed acceptable by Northern, including the use of Northern’s Northern Trust Passport® applications, subject to such additional terms and conditions a Northern may require.

 

(f)

“Authorized Instructions” means instructions, directions or other communications given to Northern pursuant to the terms of this Agreement in respect of any of the matters referred to in this Agreement. In instances indicated in advance by the Trust, Northern may also act pursuant to telephonic instructions given by designated persons and such telephonic instructions shall be deemed to be “Authorized Instructions” within the meaning of this definition. Any instructions, directions or other communications given to Northern by telephone shall promptly thereafter be confirmed in writing, but Northern will incur no liability for the Fund’s failure, or the failure of an investment manager, to send such written confirmation or for the failure of any such written confirmation to conform to the telephonic instruction received by Northern.

 

(g)

“Authorized Person” means, in respect of any instruction or communication, any person who Northern reasonably believes in good faith to be any person held out by or professing to have authority to act on behalf of Fund as being authorized by the Fund to issue instructions to Northern.

 

8.

CONFIDENTIALITY.

 

(a)

“Confidential Information” means any information, correspondence, data, documents, reports, projections, forecasts, statements, records and accounts, whether in written, pictorial, oral, computer printout and other forms, databases, computer programs, screen formats, screen designs, report formats, interactive design techniques, and other related information all of a confidential nature furnished to a party by the other party, for the purposes of this Agreement.

 

(b)

In connection with the performance of its obligations under this Agreement, each party may obtain certain Confidential Information of the other party and each party agrees that it shall use reasonable precautions in accordance with its established policies and procedures to keep such Confidential Information confidential; provided, however, that (i) a party may disclose Confidential Information with the other party’s prior written consent (such consent not to be unreasonably withheld) and (ii) any of such Confidential Information may be disclosed to the other party’s affiliates or to such other party’s or its affiliates’ directors, officers, employees, advisors or agents who need to know such information in order for such other party to be able to perform its duties under this Agreement (“Representatives”) (it being understood that such Representatives shall be informed of the confidential nature of such information and shall be directed to treat such information in accordance with the terms of this Agreement). The above prohibition of disclosure shall not apply to the extent that the Transfer Agent must disclose such data to its subcontractor or the Trust agent for purposes of providing services under this Agreement.

(c)

Other than as permitted herein, each party shall be permitted to disclose the Confidential Information to the extent, and only to such extent, required by law or regulation or requested by any governmental agency or other regulatory authority or in connection with any legal proceedings after (i) promptly notifying the other party of such requirement in order to provide such other party with the opportunity to pursue legal or other action to prevent the release of such Confidential Information and (ii) receiving permission for the disclosure from such other party. Notwithstanding the foregoing, notification to the other party shall not be required in the event that such disclosure is requested by a regulatory authority with supervisory authority over the disclosing party or is prohibited by applicable law or legal process.

 

(d)

For purposes of this Agreement, Confidential Information does not include: (i) information that is or becomes publicly available other than as a result of disclosure by either party or its Representatives in violation of this Agreement, (ii) was within a party’s possession prior to its being furnished pursuant hereto or becomes available on a non-confidential basis from a source other than either party or its Representatives, or (iii) was independently developed by the receiving party.

 

9.

TERM AND TERMINATION.

 

(a)

This Agreement shall become effective on the date first set forth above (the “Effective Date”) and shall continue in effect thereafter for an initial three (3) year period from that date, unless terminated earlier pursuant to Section 9(b) or Section 9(c). Unless terminated earlier, the Agreement shall remain in full force from year to year thereafter, subject to annual review by the Board.

 

(b)

This Agreement may be terminated at any time by either party by providing the other party with at least one hundred twenty (120) days written notice of termination, specifying the date of such termination. In the event that the parties mutually agree to waive such one hundred and twenty (120) day notice period, no fee specific to a shorter notice of termination period shall be charged.

 

(c)

Either of the parties hereto may terminate this Agreement immediately upon notice to the other party (the “defaulting party”) for “cause”. For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement by the defaulting party that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; or (b) a receiver, receiver and manager, examiner or liquidator is appointed by the defaulting party, or the defaulting party makes any composition or arrangement with its creditors.

 

(d)

In the event that either party serves notice of its intention to terminate the custody agreement in place between it and any affiliate of the Administrator related to the assets of the Funds, the other party may terminate this Agreement by sending a notice in writing to the party terminating the custody agreement, such termination to take effect on the same date as the termination of the aforementioned custody agreement.

 

(e)

Upon the date set forth in such notice under Section 9(b) or Section 9(c), this Agreement shall terminate to the extent specified in such notice, and the Trust shall pay Northern such compensation and any out-of-pocket or other reimbursable expenses which may become due or payable under the terms hereof as of the date of termination or after the date that the provision of services ceases, whichever is later.

10.       NOTICES. Any notice required or permitted hereunder shall be in writing and shall be deemed effective on the date of personal delivery (by private messenger, courier service or otherwise) or upon confirmed receipt of telex or facsimile, whichever occurs first, or upon receipt if by mail to the parties at the following address (or such other address as a party may specify by notice to the other):

 

If to the Trust:

 

Boston Trust ▇▇▇▇▇▇ Funds
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: _____________

 

If to Northern:

 

The Northern Trust Company

▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Chicago, Illinois 60603

Attention: GFS Relationship Manager – Boston Trust ▇▇▇▇▇▇ Funds

 

11.       FORCE MAJEURE. Neither party hereto shall be responsible or liable for any harm, loss or damage suffered by the other party to this Agreement, or other third parties or for any failure or delay in performance of the other party’s obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond such party’s control. In the event of a force majeure, any resulting harm, loss, damage, failure or delay by Northern will not give the Fund the right to terminate this Agreement. “Force Majeure” means any event beyond Northern’s reasonable control (including errors or interruptions caused by Client or third parties, any industrial, juridical, governmental, civil or military action, acts of terrorism, insurrection or revolution, nuclear fusion or, fission or radiation).

 

With a view to assisting the Trustee’s efforts to mitigate the effects of any force majeure effect, the parties hereto agree to act in accordance with its Business Continuity Plan in effect from time to time, where it is commercially reasonable to do so.

 

12.       ASSIGNABILITY. This Agreement shall not be assigned by any of the parties hereto without the prior consent in writing of the other party, except that Northern may assign this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled by or under common control with Northern.

 

13.       NO THIRD PARTY BENEFICIARIES. Except as explicitly stated elsewhere in this Agreement, nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Northern and the Trust, and the duties and responsibilities undertaken pursuant to this Agreement shall be for the sole and exclusive benefit of Northern and the Trust. This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

 

14.       MISCELLANEOUS.

 

(a)

Amendments. This Agreement may be modified or amended from time to time by mutual written agreement between the parties. No provision of this Agreement may be changed, discharged, or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, discharge or termination is sought.

(b)

Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

 

(c)

Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to the term of any term of this Agreement. Any waiver must be in writing signed by the waiving party.

 

(d)

Headings. All section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

 

(e)

Governing Law. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of Illinois.

 

(f)

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpg or similar attachment to electronic mail or by means of DocuSign® or other electronic signature, shall be treated in all manner and respects as an original executed counterpart. Each DocuSign® or other electronic, faxed, scanned or photocopied manual signature shall for all purposes have the same validity, legal effect and admissibility in evidence as an original manual signature and the parties hereby waive any objection to the contrary.

 

(g)

Entire Agreement. This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements and understanding between the parties relating to the subject matter hereof.

 

(h)

Personal Liability. The Trust and Northern agree that the obligations of the Trust/Funds under this Agreement shall not be binding upon any member of the Board of Trustees or any shareholder, nominee, officer, employee or agent, whether past, present or future, of the Trust individually, but are binding only upon the assets and property of the Trust or of the appropriate Fund(s) thereof. The execution and delivery of this Agreement have been duly authorized by the Trust and signed by an authorized officer of the Trust, acting as such, but neither such authorization by the Trust or such execution and delivery by such officer shall be deemed to have been made by any member of the Board of Trustees or by any officer or shareholder of the Trust individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Trust or of the appropriate Fund(s) thereof.

 

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective representatives duly authorized as of the day and year first above written.

 

	BOSTON TRUST ▇▇▇▇▇▇ FUNDS
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	President

  

The undersigned, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, does hereby certify that he/she is the duly elected, qualified and acting Secretary of Boston Trust ▇▇▇▇▇▇ Funds (the “Trust”) and further certifies that the person whose signature appears above is a duly elected, qualified and acting officer of the Trust with full power and authority to execute this Agreement on behalf of the Trust and to take such other actions and execute such other documents as may be necessary to effectuate this Agreement.

 

/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Vice President

	THE NORTHERN TRUST COMPANY
	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
	Title:	Vice President

SCHEDULE A

FEE SCHEDULE

 

Fund Administration and Accounting

 

A.	For the services rendered under this Agreement, the Trust shall cause to be paid to Northern out of the assets of the Funds the fees defined on this Fee Schedule.

 

B.	For the purpose of determining fees calculated as a function of a Fund’s assets, the value of the Fund’s assets and net assets shall be computed as required by its Prospectus, generally accepted accounting principles, and resolutions of the Trust’s Board of Directors/Trustees.

 

C.	Out-of-pocket expenses will be computed and billed by Northern and payable quarterly by or on behalf of the Funds.

SCHEDULE B

FUND ADMINISTRATION SERVICES

 

Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:

 

Description of Administration Services on a Continuous Basis:

 

●

Maintain Board and regulatory filing calendars;

●

Prepare for filing with the Securities and Exchange Commission (“SEC”) the following documents (as required): Form N-CEN, Form N-CSR, Form N-PORT, Form N-PX, Form N-MFP, Form N-CR, Form N-RN and all amendments to the Registration Statements, including annual updates of the Prospectus(es) and Statements Additional Information for each Fund and any supplements thereto;

●

Prepare and coordinate the filing of Rule 24f-2 notices, including coordination of related payment, if necessary;

●

Work with vendor and adviser to prepare and file necessary blue sky filings as required by the laws of individual states and U.S. jurisdictions;

●

Assist with filing the Trust’s fidelity bond with the SEC under Rule 17g-1;

●

Work with Fund counsel in the preparation and filing with the SEC of proxy statements;

●

Attend and assist in the conduct of shareholder meetings and prepare scripts for and minutes of such meetings;

●

Advise and consult with Trust management and the investment adviser on matters pertaining to new Fund launches or new share classes, and assist with the deregistration of a Fund/class when applicable;

●

Prepare and review with Fund counsel and Trust management the agenda, resolutions, notices for Board and Committee meetings; coordinate and distribute materials for all requested Board of Trustees and Committee meetings; attend meetings as appropriate or requested;

●

Maintain books and records for information under the control of or produced by Northern Trust for each Fund as required under Rule 31a-1 of the Investment Company Act of 1940, as amended (the “1940 Act”), and comply with SEC requirements in advance of and during examinations;

●

Assist each Fund in the production of documentation for routine regulatory examinations of the Trust and each Fund relative to Board and Committee meetings and filings described herein and work closely with the legal counsel in response to any non-routine regulatory matters;

●

Monitor each Fund’s status as a regulated investment company under Sub-Chapter M of the Internal Revenue Code of 1986, as amended, and advise Trust management and the applicable investment adviser of any potential or actual violations;

●

Provide periodic testing of the Fund(s) requirements under the 1940 Act and limitations contained in the Registration Statements as may be mutually agreed upon, including compliance reporting to the designated Officer(s) of the Trust;

●

Compute tax basis provisions for both excise and income tax purposes;

●

Facilitate and support the preparation of the Trust’ federal and state tax returns (including Form 1120-RIC, Form 8613, and any applicable state returns) and extension requests by the Trust’s independent accountants, review the tax returns prepared by the Trust’s independent accountants for consistency with Northern’s tax provisions and knowledge of the Trust, and provide copies to the Trust’s Treasurer for review, execution and filing;

●

Prepare any supplemental tax information that is required at calendar year-end for mailing to shareholders or designated parties (including the ICI primary and secondary layouts sent to the broker dealer community);

●

Calculate annual minimum distribution calculations (income and capital gain) prior to their declaration;

●

Coordinate the audit of the Trust’s financial statements by the Trust’s independent accountants and provide applicable Fund information, as requested, and office facilities for audits as necessary;

●

Provide applicable Fund information, as requested, in connection with audits and examinations by regulatory bodies;

●

Prepare the annual and semi-annual shareholder reports (not including any Shareholder Letters or Management’s Discussion of Fund Performance) for typesetting by a financial printer (and facilitate subsequent changes to the typeset drafts) and the quarterly schedules of investments;

●

Prepare for review by the designated Officer(s) of the Trust annual fund expense budgets, perform accrual analyses and roll forward calculations and recommend changes to fund expense accruals on a periodic basis, arrange for payment of the Trust’s expenses and obtain authorization of accrual changes and expense payments;

●

Prepare and furnish total return performance information for the Fund(s), including such information on an after-tax basis, calculate in accordance with applicable U.S. securities laws and regulations, as may be reasonably requested by Trust management;

●

Provide sub-certifications in connection with the requirements of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 with respect to services provided by Northern;

●

Provide Northern’s Compliance Program for Registered Fund Clients annually

●

Provide the results of testing of the key controls of Northern’s Compliance Program for Registered Fund Clients quarterly;

●

Escalation of material issues, as appropriate, with Fund CCO;

●

Coordinate annual due diligence meeting or visit with Fund CCO;

●

Coordinate the delivery of shareholder reports and prospectuses to current shareholders; and

●

Perform services related to financial statements and related regulatory filing obligations.

 

Description of Intermediary Oversight Support Services:

 

●

Provide administrative support for the collection of audit documents for up to 10 designated Intermediary Firms, to be selected from a list provided by Northern;

●

Facilitate review of collected audit documents by National Quality Review (“NQR”); and

●

Provide access to summary reports created by NQR in connection with NQR’s review of the audit documents.

SCHEDULE C

FUND ACCOUNTING SERVICES

 

Northern shall provide the following services, in each case, subject to the direction of the Trust and in accordance with the policies and procedures established by the Trust:

 

Description of Accounting Services on a Continuous Basis:

 

●

Maintain the books and records for the Trust’s assets including records of all securities transactions pursuant to Rule 31a-1;

●

Calculation of the Fund’s Net Asset Value per share utilizing prices obtained from mutually agreeable sources per the Trust’s pricing policy and transmitting valuation as required by the Trust and the investment adviser, including reviewing daily NAV prior to release to shareholders;

●

Execute Security Pricing in accordance with Trust’s pricing policy and assist in identifying instances where market prices are not readily available as set forth within the agreed parameters of the valuation procedures

●

Deliver annually the Price Vendor Due Diligence Assessment report or other reasonable reports to support obligations under Rule 2(a)-5;

●

Reconcile positions, entitlements, accruals and cash with custody records and provide the investment adviser with the beginning cash balance available for investment purposes;

●

Calculate monthly SEC yield, as applicable, and transmit information as required by the investment adviser;

●

Verify and timely record investment buy/sell trade tickets when received from the investment adviser for the Fund;

●

Compute, as appropriate, and in consultation with the Trust’s auditors and tax advisors, the net income and capital gains and losses, dividend payables, dividend factors, yields and weighted average maturity;

●

Determine unrealized appreciation and depreciation on securities held by the Trust;

●

Amortize premiums and accrete discounts on securities purchased at a price other than face value as directed by the Trust;

●

Post Trust transactions to appropriate categories;

●

Accrue expenses as established in the expense budget of the Trust;

●

Determine the outstanding receivables and payables for all security trades, portfolio share transactions and income and expense accounts and distributions in accordance with the Trust policies and procedures;

●

Coordinate with the Trust’s independent auditors and provide accounting reports in connection with the Trust’s regular annual audit and other routine audits and examinations by regulatory agencies; and

●

Maintain historical tax lots for each security.

SCHEDULE D

FUND LIST

 

1	Boston Trust Asset Management Fund (BTBFX)

2	Boston Trust Equity Fund (BTEFX)

3	Boston Trust Midcap Fund (BTMFX)

4	Boston Trust ▇▇▇▇ Cap Fund (BTSMX)

5	Boston Trust ▇▇▇▇▇▇ Balanced Fund (WSBFX)

6	Boston Trust ▇▇▇▇▇▇ Equity Fund (WSEFX)

7	Boston Trust ▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund (WAMFX)

8	Boston Trust ▇▇▇▇▇▇ ▇▇▇▇ Cap Fund (WASMX)

9	Boston Trust ▇▇▇▇▇▇ Small Cap Fund (BOSOX)

10	Boston Trust ▇▇▇▇▇▇ International Equity Fund (WIEFX)

 

Executed on October 2, 2023

 

BOSTON TRUST ▇▇▇▇▇▇ COMPANY	THE NORTHERN TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇	By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Its: President	Its: Vice President