Form 485BPOS BOSTON TRUST WALDEN FUND

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April 22, 2022 12:54 PM EDT

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Exhibit 99.(b)(1)

BY-LAWS

BOSTON TRUST WALDEN FUNDS

JANUARY 8, 1992, AS AMENDED AUGUST 25, 2021

TABLE OF CONTENTS

		Page

ARTICLE I - DEFINITIONS		1

ARTICLE II - OFFICES		1
Section 1.	Principal Office	1
Section 2.	Other Offices	1

ARTICLE III - SHAREHOLDERS		1
Section 1.	Meetings	1
Section 2.	Notice of Meetings	1
Section 3.	Record Date for Meetings and Other Purposes	1
Section 4.	Proxies	2
Section 5.	Inspection of Records	2
Section 6.	Action without Meeting	2

ARTICLE IV - TRUSTEES		2
Section 1.	Meetings of the Trustees	2
Section 2.	Quorum and Manner of Acting	2

ARTICLE V - COMMITTEES		3
Section 1.	Executive and Other Committees	3
Section 2.	Meetings, Quorum and Manner of Acting	3
Section 3.	Chairman	3

ARTICLE VI - OFFICERS		3
Section 1.	General Provisions	3
Section 2.	Term of Office and Qualifications	3
Section 3.	Removal	3
Section 4.	Powers and Duties of the President	3
Section 5.	Powers and Duties of Vice Presidents	4
Section 6.	Powers and Duties of the Treasurer	4
Section 7.	Powers and Duties of the Secretary	4
Section 8.	Powers and Duties of Assistant Treasurers	4
Section 9.	Powers and Duties of Assistant Secretaries	4
Section 10.	Compensation of Officers and Trustees	4

ARTICLE VII - FISCAL YEAR		4

ARTICLE VIII - SEAL		5

ARTICLE IX - WAIVERS OF NOTICE		5

ARTICLE X - CUSTODY OF SECURITIES		5
Section 1.	Employment of a Custodian	5
Section 2.	Action Upon Termination of Custodian Agreement	5
Section 3.	Central Certificate System	5
Section 4.	Acceptance of Receipts in Lieu of Certificate	5

ARTICLE XI - AMENDMENTS		6

ARTICLE XII - MISCELLANEOUS		6

BY-LAWS

BOSTON TRUST WALDEN FUNDS

ARTICLE I

DEFINITIONS

The terms “Administrator”, “Commission”, “Custodian”, “Declaration”, “Distributor”, “His”, “Interested Person”, “Investment Adviser”, “Municipal Bonds”, “1940 Act”, “Person”, “Series”, “Shareholder”, “Shareholder Servicing Agent”, “Shares”, “Transfer Agent”, “Trust”, “Trust Property”, “Trustees”, and ‘‘vote of a majority of the Shares outstanding and entitled to vote”, have the respective meanings given them in the Trust’s Declaration of Trust dated January , 1992, as amended from time to time.

ARTICLE II

OFFICES

Section 1. Principal Office. Until changed by the Trustees, the principal office of the Trust in the State of Ohio shall be in the City of Columbus, County of Franklin.

Section 2. Other Offices. The Trust may have offices in such other places without as well as within the Commonwealth of Massachusetts as the Trustees may from time to time determine.

ARTICLE III

SHAREHOLDERS

Section 1. Meetings. A meeting of Shareholders may be called at any time by a majority of the Trustees and shall be called by any Trustee upon written request, which shall specify the purpose or purposes for which such meeting is to be called, of Shareholders holding in the aggregate not less than ten percent (10%) of the outstanding Shares entitled to vote on the matters specified in such written request. Any such meeting shall be held as provided in the Declaration at such place within or without the Commonwealth of Massachusetts as the Trustees shall designate. The holders of a majority of outstanding Shares present in person or by proxy shall constitute a quorum at any meeting of the Shareholders. In the absence of a quorum, a majority of outstanding Shares entitled to vote present in person or by proxy may adjourn the meeting from time to time until a quorum shall be present.

Section 2. Notice of Meetings. Notice of all meetings of the Shareholders, stating the time, place and purposes of the meeting, shall be given by the Trustees by mail to each Shareholder at his or her address as recorded on the register of the Trust mailed at least ten (10) days and not more than sixty (60) days before the meeting. Only the business stated in the notice of the meeting shall be considered at such meeting. Any adjourned meeting may be held as adjourned without further notice. No notice need be given to any Shareholder who shall have failed to inform the Trust of his or her current address or if a written waiver of notice, executed before or after the meeting by the Shareholder or his or her attorney thereunto authorized, is filed with the records of the meeting.

Section 3. Record Date for Meetings and Other Purposes. For the purpose of determining the Shareholders who are entitled to notice of and to vote at any meeting, or to participate in any distribution, or for the purpose of any other action, the Trustees may from time to time close the transfer books for such period, not exceeding thirty (30) days, as the Trustees may determine; or without closing the transfer books the Trustees may fix a date not more than sixty (60) days prior to the date of any meeting of Shareholders or distribution or other action as a record date for the determinations of the persons to be treated as Shareholders of record for such purposes, except for dividend payments which shall be governed by the Declaration.

Section 4. Proxies. At any meeting of Shareholders, any holder of Shares entitled to vote thereat may vote by proxy, provided that no proxy shall be voted at any meeting unless it shall have been placed on file with the Secretary, or with such other officer or agent of the Trust as the Secretary may direct, for verification prior to the time at which such vote shall be taken. Proxies may be solicited in the name of one or more Trustees or one or more of the officers of the Trust. Only Shareholders of record shall be entitled to vote. Each whole share shall be entitled to one vote as to any matter on which it is entitled by the Declaration to vote, and each fractional Share shall be entitled to a proportionate fractional vote. When any Share is held jointly by several persons, any one of them may vote at any meeting in person or by proxy in respect of such Share, but if more than one of them shall be present at such meeting in person or by proxy, and such joint owners or their proxies so present disagree as to any vote to be cast, such vote shall not be received in respect of such Share. A proxy purporting to be executed by or on behalf of a Shareholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. If the holder of any such share is a minor or a person of unsound mind, and subject to guardianship or the legal control of any other person as regards the charge or management of such Share, he may vote by his or her guardian or such other person appointed or having such control, and such vote may be given in person or by proxy.

Section 5. Inspection of Records. The records of the Trust shall be open to inspection by Shareholders to the same extent as is permitted shareholders of a Massachusetts business corporation.

Section 6. Action without Meeting. Any action which may be taken by Shareholders may be taken without a meeting if a majority of Shareholders entitled to vote on the matter (or such larger proportion thereof as shall be required by law, the Declaration or these By-Laws for approval of such matter) consent to the action in writing and the written consents are filed with the records of the meetings of Shareholders. Such consents shall be treated for all purposes as a vote taken at a meeting of Shareholders.

ARTICLE IV

TRUSTEES

Section 1. Meetings of the Trustees. The Trustees may in their discretion provide for regular or stated meetings of the Trustees. Notice of regular or stated meetings need not be given. Meetings of the Trustees other than regular or stated meetings shall be held whenever called by the President, or by any one of the Trustees, at the time being in office. Notice of the time and place of each meeting other than regular or stated meetings shall be given by the Secretary or an Assistant Secretary or by the officer or Trustee calling the meeting and shall be communicated by mail or electronic delivery to each Trustee at least two days before the meeting, or personally delivered to him or her at least one day before the meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting need not be given to any Trustee if a written waiver of notice, executed by him or her before or after the meeting, is filed with the records of the meeting, or to any Trustee who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him or her. A notice or waiver of notice need not specify the purpose of any meeting. The Trustees may meet by means of a telephone or video conference or similar communications equipment by means of which all persons participating in the meeting shall be deemed to have been present at a place designated by the Trustees at the meeting. Participation in a meeting using a telephone or video conference or similar communications equipment shall constitute presence in person at such meeting. Any action required or permitted to be taken at any meeting of the Trustees may be taken by the Trustees without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the records of the Trustees’ meetings. Such consents shall be treated as a vote for all purposes.

Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE V

COMMITTEES

Section 1. Executive and Other Committees. The Trustees by vote of a majority of all the Trustees may elect from their own number an Executive Committee to consist of not less than three (3) to hold office at the pleasure of the Trustees, which shall have the power to conduct the current and ordinary business of the Trust while the Trustees are not in session, including the purchase and sale of securities and the designation of securities to be delivered upon redemption of Shares of the Trust, and such other powers of the Trustees as the Trustees may, from time to time, delegate to them except those powers which by law, the Declaration or these By-Laws they are prohibited from delegating. The Trustees may also elect from their own number other Committees from time to time, the number composing such Committees, the powers conferred upon the same (subject to the same limitations as with respect to the Executive Committee) and the term of membership on such Committees to be determined by the Trustees. The Trustees may designate a chairman of any such Committee. In the absence of such designation the Committee may elect its own Chairman.

Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1) provide for stated meetings of any Committee, (2) specify the manner of calling and notice required for special meetings of any Committee, (3) specify the number of members of a Committee required to constitute a quorum and the number of members of a Committee required to exercise specified powers delegated to such Committee, (4) authorize the making of decisions to exercise specified powers by written assent of the requisite number of members of a Committee without a meeting, and (5) authorize the members of a Committee to meet by means of a telephone conference circuit.

The Executive Committee shall keep regular minutes of its meetings and records of decisions taken without a meeting and cause them to be recorded in a book designated for that purpose and kept in the Office of the Trust.

Section 3. Chairman. The Trustees may, by a majority vote of all the Trustees, elect from their own number a Chairman, to hold office until his or her successors shall have been duly elected and qualified. The Chairman shall not hold any other office. The Chairman may be, but need not be, a Shareholder. The Chairman shall preside at all meetings of the Trustees and shall have such other duties as from time to time may be assigned to him or her by the Trustees.

ARTICLE VI

OFFICERS

Section 1. General Provisions. The officers of the Trust shall be a President, a Treasurer and a Secretary, each of whom shall be elected by the Trustees. The Trustees may elect or appoint such other officers or agents as the business of the Trust may” require, including one or more Vice Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may delegate to any officer or committee the power to appoint any subordinate officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise provided by law, the Declaration or these By-Laws, the President, the Treasurer and the Secretary shall each hold office until his or her successor shall have been duly elected and qualified, and all other officers shall hold office at the pleasure of the Trustees. The Secretary and Treasurer may be the same person. A Vice President and the Treasurer or a Vice President and the Secretary may be the same person, but the offices of Vice President, Secretary and Treasurer shall not be held by the same person. The President shall hold no other office. Except as above provided, any two offices may be held by the same person. Any officer may be, but none need be, a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of the Trustees, may remove any officer without cause, by a vote of a majority of the Trustees then in office. Any officer or agent appointed by an officer or committee may be removed with or without cause by such appointing officer or committee.

Section 4. Powers and Duties of the President. The President may call meetings of the Trustees and of any Committee thereof when he or she deems it necessary and shall preside at all meetings of the Shareholders. Subject to the control of the Trustees and to the control of any Committees of the Trustees, within their respective spheres, as provided by the Trustees, he or she shall at all times exercise a general supervision and direction over the affairs of the Trust. He or she shall have the power to employ attorneys and counsel for the Trust and to employ such subordinate officers, agents, clerks and employees as he may find necessary to transact the business of the Trust. He or she shall also have the power to grant, issue, execute or sign such powers of attorney, proxies or other documents as may be deemed advisable or necessary in furtherance of the interests of the Trust. The President shall have such other powers and duties, as from time to time may be conferred upon or assigned to him or her by the Trustees.

Section 5. Powers and Duties of Vice Presidents. In the absence or disability of the President, the Vice President or, if there be more than one Vice President, any Vice President designated by the Trustees shall perform all the duties and may exercise any of the powers of the President, subject to the control of the Trustees. Each Vice President shall perform such other duties as may be assigned to him or her from time to time by the Trustees and the President.

Section 6. Powers and Duties of the Treasurer. The Treasurer shall be the principal financial and accounting officer of the Trust. He or she shall deliver all funds of the Trust which may come into his or her hands to such Custodian as the Trustees may employ pursuant to Article X of these By-Laws. He or she shall render a statement of condition of the finances of the Trust to the Trustees as often as they shall require the same and he or she shall in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Trustees. The Treasurer shall give a bond for the faithful discharge of his or her duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 7. Powers and Duties of the Secretary. The Secretary shall keep the minutes of all meetings of the Trustees and of the Shareholders in proper books provided for that purpose; he or she shall have custody of the seal of the Trust; and he or she shall have charge of the Share transfer books, lists and records unless the same are in the charge of the Transfer Agent. He or she shall attend to the giving and serving of all notices by the Trust in accordance with the provisions of these By-Laws and as required by law; and subject to these By-Laws, he shall in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Trustees.

Section 8. Powers and Duties of Assistant Treasurers. In the absence or disability of the Treasurer, any Assistant Treasurer designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Treasurer. Each Assistant Treasurer shall perform such other duties as from time to time may be assigned to him or her by the Trustees. Each Assistant Treasurer shall give a bond for the faithful discharge of his duties, if required so to do by the Trustees, in such sum and with such surety or sureties as the Trustees shall require.

Section 9. Powers and Duties of Assistant Secretaries. In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary shall perform such other duties as from time to time may be assigned to him or her by the Trustees.

Section 10. Compensation of Officers and Trustees. Subject to any applicable provisions of the Declaration, the compensation of the officers and Trustees shall be fixed from time to time by the Trustees or, in the case of officers, by any Committee or officer upon whom such power may be conferred by the Trustees. No officer shall be prevented from receiving such compensation as such officer by reason of the fact that he or she is also a Trustee.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Trust shall begin on the 1st day of January in each year and shall end on the 31st day of December in each year, provided, however, that the Trustees may from time to time change the fiscal year.

ARTICLE VIII

SEAL

The Trustees may adopt a seal which shall be in such form and shall have such inscription thereon as the Trustees may from time to time prescribe.

ARTICLE IX

WAIVERS OF NOTICE

Whenever any notice whatever is required to be given by law, the Declaration or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. A notice shall be deemed to have been telegraphed, cabled or wirelessed for the purposes of these· By-Laws when it has been delivered to a representative of any telegraph, cable or wireless company with instructions that it be telegraphed, cabled or wirelessed.

ARTICLE X

CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Trust shall place and at all times maintain in the custody of a Custodian (including any sub-custodian for the Custodian) all funds, securities and similar investments included in the Trust Property. The Custodian (and any sub-custodian) shall be a bank having not less than $2,000,000 aggregate capital, surplus and undivided profits and shall be appointed from time to time by the Trustees, who shall fix its remuneration.

Section 2. Action Upon Termination of Custodian Agreement. Upon termination of a Custodian Agreement or inability of the Custodian to continue to serve, the Trustees shall promptly appoint a successor custodian, but in the event that no successor custodian can be found who has the required qualifications and is willing to serve, the Trustees shall call as promptly as possible a special meeting of the Shareholders to determine whether the Trust shall function without a custodian or shall be liquidated. If so directed by vote of the holders of a majority of the outstanding voting securities, the Custodian shall deliver and pay over all Trust Property held by it as specified in such vote.

Section 3. Central Certificate System. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the Custodian to deposit all or any part of the securities owned by the Trust in a system for the central handling of securities established by a national securities exchange or a national securities association registered with the Commission under the Securities .Exchange Act of 1934, or such other person as may be permitted by the Commission, or otherwise in accordance with the 1940 Act, pursuant to which system all securities of any particular class or series of any issuer deposited within the system are treated as fungible and may be transferred or pledged by bookkeeping entry without physical delivery of such securities, provided that all such deposits shall be subject to withdrawal only upon the order of the Trust or its custodian.

Section 4. Acceptance of Receipts in Lieu of Certificates. Subject to such rules, regulations and orders as the Commission may adopt, the Trustees may direct the Custodian to accept written receipts or other written evidences indicating purchases of securities held in book-entry form in the Federal Reserve System in accordance with regulations promulgated by the Board of Governors of the Federal Reserve System and the local Federal Reserve Banks in lieu of receipt of certificates representing such securities.

ARTICLE XI

AMENDMENTS

These By-Laws, or any of them, may be altered, amended or repealed, or new By-Laws may be adopted (a) by vote of a majority of the Shares outstanding and entitled to vote or (b) by the Trustees, provided, however, that no By-Law may be amended, adopted or repealed by the Trustees if such amendment, adoption or repeal requires, pursuant to law, the Declaration or these By-Laws, a vote of the Shareholders.

ARTICLE XII

MISCELLANEOUS

(A) Except as hereinafter provided, no officer or Trustee of the Trust and no partner, officer, director or shareholder of the Investment Adviser of the Trust (as that term is defined in the 1940 Act) or of the underwriter of the Trust, and no Investment Adviser or underwriter of the Trust, shall take long or short positions in the securities issued by the Trust.

(1) The foregoing provisions shall not prevent the underwriter from purchasing Shares from the Trust if such purchases are limited (except for reasonable allowances for clerical errors, delays and errors of transmission and cancellation of orders) to purchases for the purpose of filling orders for such Shares received by the underwriter, and provided that orders to purchase from the Trust are entered with the Trust or the Custodian promptly upon receipt by the underwriter of purchase orders for such Shares, unless the underwriter is otherwise instructed by its customer.

(2) The foregoing provision shall not prevent the underwriter from purchasing Shares of the Trust as agent for the account of the Trust.

(3) The foregoing provisions shall not prevent the purchase from the Trust or from the underwriter of Shares issued by the Trust, by any officer, or Trustee of the Trust or by any partner, officer, director or shareholder of the Investment Adviser of the Trust or of the underwriter of the Trust at the price available to the public generally at the moment of such purchase, or as described in the then currently effective Prospectus of the Trust.

(4) The foregoing shall not prevent the Investment Adviser, or any affiliate thereof, of the Trust from purchasing Shares prior to the effectiveness of the first Registration Statement relating to the Shares under the Securities Act of 1933.

(B) The Trust shall not lend assets of the Trust to any officer or Trustee of the Trust, or to any partner, officer, director or shareholder of, or person financially interested in, the Investment Adviser of the Trust, or the underwriter of the Trust, or to the Investment Adviser of the Trust or to the underwriter of the Trust.

(C) The Trust shall not impose any restrictions upon the transfer of the Shares — of the Trust except as provided in the Declaration, but this requirement shall not prevent the charging of customary transfer agent fees.

(D) The Trust shall not permit any officer or Trustee of the Trust, or any partner, officer or director of the Investment Adviser or underwriter of the Trust to deal for or on behalf of the Trust with himself as principal or agent, or with any partnership, association or corporation in which he has a financial interest; provided that the foregoing provisions shall not prevent (a) officers and Trustees of the Trust or partners, officers or directors of the Investment Adviser or underwriter of the Trust from buying, holding or selling shares in the Trust, or from being partners, officers or directors or otherwise financially interested in the Investment Adviser or underwriter of the Trust; (b) purchases or sales of securities or other property by the Trust from or to an affiliated person or to the Investment Advisers or underwriters of the Trust if such transaction is exempt from the applicable provisions of the 1940 Act; (c) purchases of investments for the portfolio of the Trust or sales of investments owned by the Trust through a security dealer who is, or one or more of whose partners, shareholders, officers or directors is, an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, if such transactions are handled in the capacity of broker only and commissions charged do not exceed customary brokerage charges for such services; (d) employment of legal counsel, registrar, Transfer Agent, dividend disbursing agent or Custodian who is, or has a partner, shareholder, officer, or director who is, an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, if only customary fees are charged for services to the Trust; (e) sharing statistical research, legal and management expenses and office hire and expenses with any other investment company in which an officer or Trustee of the Trust, or a partner, officer or director of the Investment Adviser or underwriter of the Trust, is an officer or director or otherwise financially interested.

END OF BY-LAWS

Exhibit 99.(e)(4)

Distribution Agreement

THIS DISTRIBUTION AGREEMENT (“Agreement”), effective as of the closing of the Transaction (as defined below) (the “Closing Date”), is by and between Foreside Financial Services, LLC (the “Distributor”) and Boston Trust Walden Funds (“Fund Company”).

WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor are being sold to GC Mountaintop Acquisition Corp., an affiliate of Genstar Capital (the “Transaction”).

Effective as of the Closing Date, the Fund Company, on behalf of each series thereof (each a “Fund” and collectively, the “Funds”), and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of May 31, 2017 as amended (the “Existing Agreement”), which are incorporated herein by reference, except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.

Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds’ board of trustees or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (“1940 Act”) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this Agreement and who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Funds’ board of trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).

IN WITNESS WHEREOF, the parties hereto have caused this Distribution Agreement to be executed as of the Closing Date.

FORESIDE FINANCIAL SERVICES, LLC		BOSTON TRUST WALDEN FUNDS

By:	/s/ Mark Fairbanks	By:	/s/ Lucia Santini
	Mark Fairbanks, Vice President		Lucia Santini, President

Exhibit 99.(h)(6)

AMENDMENT TO THE

Services AGREEMENT

THIS AMENDMENT made as of April 1, 2021 (“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, pursuant to the Agreement, the Service Provider performs certain fund accounting and fund administration services for the Client; and

WHEREAS, the Parties now wish to amend Schedule 2 of the Agreement pursuant to this Amendment to reflect certain updates to the service offering;

WHEREAS, the Parties desire to amend Schedule 4 of the Agreement pursuant to this Amendment

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

Amendment to Schedule 2 – Services.

Schedule 2 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 2 attached to the end of this Amendment.

Amendment to Schedule 4 – Fees and Expenses.

Schedule 4 of the Agreement is hereby deleted in its entirety and replaced with the Schedule 4 attached to the end of this Amendment.

Representations and Warranties.

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.

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

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, 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.

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.

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:	President

Date:	June 28, 2021	Date:	May 27, 2021

Schedule 2 to Services Agreement

Services Appendix A -- Fund Administration Services

Service Provider shall provide the Services listed on this Schedule 2 to the Client and any series thereof listed on Schedule 5 (each, a “Fund”), subject to the terms and conditions of the Agreement (including the Schedules).

I. Services

Registration Statements, Financial Statements, Proxy Statements and other SEC Filings:

(a)

Prepare for review and approval by the Client and counsel to the Client (“Fund Counsel”) drafts of: (i) the annual update to the Client’s registration statement on Form N-1A with respect to existing Funds, and (ii) as requested by the Client or Fund Counsel, other amendments to the Client’s registration statement and supplements to its prospectus and statement of additional information reflecting developments from time to time with respect to existing Funds. Subject to approval by the Client and Fund Counsel, file any of the foregoing with the Securities and Exchange Commission (the “SEC”).

(b)

For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.

(c)

Prepare and file the Fund’s Form N-CEN annually.

(d)

Assist with the layout and printing of prospectuses and the Funds’ semi-annual and annual reports to Shareholders.

(e)

Coordinate the printing and distribution of proxy materials for meetings of shareholders; coordinate the record holder research and tabulation process relating to proxies; subject to review and approval by the Client and Fund Counsel, file proxy statements and related solicitation materials with the SEC; prepare draft scripts for and attend the Shareholder meetings and record the minutes of the meetings.

(f)

Coordinate gathering of proxy voting information pertaining to proxy votes on Fund holdings and coordinate the drafting and filing of the Funds’ proxy voting records (as approved by the Investment Adviser) on Form N-PX.

(g)

Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each month

Certain Operational Matters

(a)

Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.

(b)

At the request of, and subject to the review and approval by the Client and Fund Counsel, prepare drafts of fund-related plans, policies and procedures or amendment thereto for existing Funds.

(c)

Assist the Client’s transfer agent with respect to the payment of dividends and other distributions to Shareholders that have been approved by the Client.

(d)

Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.

(e)

Assist the Client in obtaining and maintaining fidelity bonds and directors and officers/errors and omissions insurance policies for the Client in accordance with applicable Investment Company Act of 1940, as amended (the “1940 Act”) rules and file such fidelity bonds and any applicable, related notices with the SEC.

(f)

Maintain corporate records on behalf of the Client, including minute books, and the Charter/Declaration of Trust of the Client and By-Laws of the Client.

(g)

Assist the Client in developing appropriate portfolio compliance procedures for each Fund, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Fund’s accounting records.

(h)

Assist the Client with portfolio compliance monitoring in accordance with Rule 22e-4(b) including:

(i)

daily liquidity classifications of portfolio securities held by the Fund;

(ii)

daily monitoring of compliance with the Fund’s established Highly Liquid Investment Minimum (HLIM);

(iii)

daily monitoring of compliance with the Fund’s 15% illiquid holdings maximum; and

(iv)

monthly liquidity classification of portfolio securities on Form N-PORT effective June 1, 2019.

(i)

Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations.

(j)

Assist the Client with Board meetings by (i) coordinating Board book preparation, production and distribution, (ii) subject to review and approval by the Client and Fund Counsel, preparing Board agendas, resolutions and minutes, (iii) assisting the Board by gathering industry and Fund information related to annual contract renewals and approval of fund-related plans, policies and procedures, (iv) attending Board meetings and recording the minutes and (v) performing such other Board meeting functions as agreed from time to time.

(k)

Assist in the preparation and distribution of Trustee/Officer Questionnaires; assist in the review of completed Questionnaires.

(l)

Monitor wash sales annually.

(m)

Prepare informational schedules for use by the Client’s auditors in connection with such auditor’s preparation of the Client’s tax returns

(n)

Coordinate with independent auditors concerning the Client’s regular annual audit.

Compliance Services

(a)

Assist the Client with the maintenance of written compliance policies and procedures (the “Fund Compliance Program”) which, in the aggregate, shall be deemed by the Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act.

(b)

Assist the Client’s Chief Compliance Officer (the “CCO”) in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (“Service Providers”).

(c)

Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program.

(d)

Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client

(e)

Assist the CCO in developing standards for reports to the Board by the CCO.

(f)

Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers.

(g)

Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable.

(h)

Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program.

(i)

Provide information reasonably requested by the CCO or the Board in connection with the Board’s determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.

Provision of Certain Officers

Subject to the other terms and conditions of this Services Schedule and the Agreement, Service Provider shall make individuals available to serve as Secretary and/or Assistant Secretary of the Client (to serve only in ministerial or administrative capacities relevant to the Services). The Board shall have discretion to appoint, or to determine not to appoint or to terminate the services of, such individuals, in its sole and absolute discretion.

Typesetting Services

(a)

Own and manage the typesetting for all annual and semi-annual reports;

(b)

Coordinate reviews and sign-offs with The Client and other appropriate 3^rd parties prior to delivering the typeset reports to the financial printer;

II.

Notes and Conditions Related to Fund Administration Services

Service Provider shall have no obligation to make available individuals to serve as officers of the Client (“Officers”) unless specifically set forth in this Services Schedule or another agreement.

Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.

If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds.

The Client’s Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officer’s service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors.

Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if

(a)

the Client’s Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above;

(b)

the Officer determines, in good faith, that the Client --

(i)

has failed to secure and retain the services of reputable counsel or independent auditors;

(ii)

has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any “applicable securities laws” as defined in Rule 38a-1 under the 1940 Act; or

(c)

The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client.

The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws.

With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an EDGAR format prior to filing, as well as all associated filing and other fees and expenses.

If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Provider’s services consistent with the requirements of the Sarbanes-Oxley Act of 2002.

Schedule 2 to Services Agreement -- Services

Appendix B -- Fund Accounting Services

Services

Record Maintenance

Maintain the following books and records of each Fund pursuant to Rule 31a-1 (the “Rule”) under the 1940 Act:

(a)

Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule.

(b)

General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.

(c)

Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.

(d)

A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.

Accounting Services

Perform the following accounting services for each Fund:

(a)

Allocate income and expense and calculate the net asset value per share (“NAV”) of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.

(b)

Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client (“Valuation Procedures”), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, “Fair Value Information Vendors”) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Fund’s pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

(c)

Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.

(d)

Verify and reconcile with the Funds’ custodian all daily trade activity.

(e)

Compute, as appropriate, each Fund’s net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).

(f)

Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ; and as agreed, in certain cases, to newspapers.

(g)

If applicable, report to the Client the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.

(h)

Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds.

(i)

Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.

(j)

Update fund accounting system to reflect rate changes, as received from a Fund’s investment adviser or a third party vendor, on variable interest rate instruments.

(k)

Post Fund transactions to appropriate categories.

(l)

Accrue expenses of each Fund according to instructions received from the Client’s Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.

(m)

Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.

(n)

Provide accounting reports in connection with the Client’s regular annual audit, and other audits and examinations by regulatory agencies.

(o)

Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Client’s Valuation Procedures.

(p)

Effective no later than August 31, 2019, Service Provider will transmit, on a daily basis a fund accounting tax lot data file to Client’s investment management platform consistent with such platform’s specifications.

Financial Statements and Regulatory Filings

Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:

(a)

Provide monthly a hard copy of the pre-programmed reports for unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:

(i)

Unaudited Statement of Assets and Liabilities,

(ii)

Unaudited Statement of Operations, and

(iii)

Unaudited Statement of Changes in Net Assets.

Any modifications requested to the above pre-programmed reports will require additional programming at an additional cost to be mutually agreed;

(b)

Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):

(i)

federal and state income tax returns and federal excise tax returns;

(ii)

the Client’s reports with the SEC on Form N-CEN and Form N-CSR as required;

(iii)

the Client’s monthly schedules of investments for filing with the SEC on Form N-PORT;

(iv)

the Client’s annual and semi-annual shareholder reports and quarterly Board meetings;

(v)

registration statements on Form N-1A and other filings relating to the registration of shares;

(vi)

reports related to Service Provider’s monitoring of each Fund’s status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;

(vii)

annual audit by the Client’s auditors; and

(viii)

examinations performed by the SEC.

(c)

Calculate turnover and expense ratio.

(d)

Prepare schedule of Capital Gains and Losses.

(e)

Provide daily cash report.

(f)

Maintain and report security positions and transactions in accounting system.

(g)

Prepare Broker Commission Report.

(h)

Monitor expense limitations.

(i)

Provide unrealized gain/loss report.

II.

Notes and Conditions Related to Fund Accounting Services

Subject to the provisions of Sections 2 and 6 of the Agreement, Service Provider’s liability with respect to NAV Differences (as defined below) shall be as follows:

(a)

During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least $0.01 but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and

(b)

During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided, that Service Provider’s reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided, further, however, that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25.

For purposes of this Section II.1: (A) the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected (“Recalculated NAV”) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Fund’s (or Class’) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.

The Client acknowledges and agrees that although Service Provider’s services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

Schedule 4 to Services Agreement

Fee Schedule

FEES

The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder. All fees shall be aggregated and paid monthly.

a. Asset-Based Fee

The Client shall pay Service Provider:

3.50 basis points of the first $500 Million in aggregate net assets of all Funds, plus

1.50 basis points of the next $500 million of the aggregate net assets of all Funds, plus

0.75 basis points of the next $500 million of the aggregate net assets of all Funds, plus

0.50 basis points of the aggregate net assets of all Funds in excess of $1.5 billion.

Asset based fees will be applied to the total Assets Under Management (“AUM”) of all funds and allocated to each fund on a pro rata basis as a percentage of total AUM.

There will be an annual fee of $5,000 for each share class above one in a Fund.

There will be an annual fee of $12,500 per Sleeve above one in a Fund. Sleeve is defined as a true multi managed account or any additional accounts used for performance tracking purposes outside of a true multi managed account(. i.e., cash sleeves/transition accounts).

b. Fair Value Support Services Fee

The Client shall pay Service Provider $7,500 per Fund per year for Fair Value Support Services. (The Annual Fee is to be billed in equal monthly installments). Fair Value Support Services charges will commence when a Fund has utilized such Service.

The foregoing fees do not include out of pocket costs. Service Provider shall also be reimbursed by the Client for the actual costs charged by Fair Value Information Vendors with respect to the provision of fair value pricing information to Service Provider for use in valuing the portfolio holdings of a specific Fund or Funds.

c. Security Pricing Fees

Asset Type	Monthly Fee ($)
Equities		1.85
Asset Backed		15.55
General Bonds		11.65
Government Bonds		11.65
Complex Debt		13.20
Listed Derivatives		3.00
Simple OTCs		21.95
Mid Tier OTCs		72.05
Complex OTCs		313.85

Notes

Monthly rates reflected are based upon current primary pricing vendor selections.

Each “Asset Type” can typically be expected to include the following security types:

●

Equities: Domestic Equity, Foreign Equity, Warrants

●

Asset Backed: ABS, MBS, CMO’s, CMBs

●

General Bonds: US Investment Grade Corporate Bonds, US High Yield Corporate Bonds, International Bonds

●

Government Bonds: Agency Debt, US Government Bonds, Money Market, Municipal Bonds

●

Complex Debt: Bank Loans

●

Listed Derivatives: Futures, options

●

Simple OTC: Interest Rate Swap; OTC Options; Currency Forwards; Currency Swap

●

Mid Tier OTC: Total Return Swap; Asset Swaps; Cross Currency Swaps; Credit Default Swaps

●

Complex OTC: Exotic Options; Volatility Swaps; CDOs; CLOs

Security Pricing Valuation Services will not be subject to the annual fee increase.

The fees for Security Pricing Services are calculated based on the number of unique securities held within the entire fund complex, i.e. securities held within multiple funds are only charged once.

d. Fund Administration Fee

The Client shall pay Service Provider $59,500 per Fund per year for Fund Administration Services and $7,500 per Fund per year for Regulatory Administration/Board Book services.

FORM N-PORT

Tier	Description	Annual Fee (per Fund)
Tier 1	All Fund of Funds and Equity Funds holding < 50 securities	$	9,500
Tier 2	Fixed Income Funds* holding 0-499 securities and Equity Funds holding 50-499 securities	$	12,000
Tier 3	All Fixed Income and Equity Funds holding > 500 securities	$	16,000

Sleeve Fee: An additional fee will apply per sleeve		$	1,000

*Fixed Income Funds are defined in accordance with applicable regulation stating Fixed Income Funds are those which hold 25% of total net assets in fixed income securities.

Note: Each Fund will be designated as a specific “tier” upon the commencement of the N-PORT filing service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

LIQUIDITY RISK MANAGEMENT

Tier	Description	Annual Fee (per Fund)
Tier 1	All Funds holding < 50 securities	$	2,000
Tier 2	All Funds holding 0-499 securities	$	3,000
Tier 3	All Funds holding > 500 securities	$	4,000

Note: Each Fund will be designated as a specific “tier” upon the commencement of the Liquidity Risk Management service. An annual review will be performed to certify the appropriate classifications are applied for the subsequent 12 month period. The annual review will occur at the end of each calendar year and be effective on the first of January each year. Any Fund launches will be reviewed at inception to ensure the appropriate “tier” is applied to the new Fund.

e. Compliance Services Fee

The Client shall pay Service Provider $150,000 per year for the provision of the compliance services as well as the services provided under the separate CCO Agreement between the Parties. In addition, the Client agrees to reimburse the Service Provider for all of its actual out-of-pocket expenses reasonably incurred in providing the services under the separate CCO Agreement between the Parties.

f. Typesetting Fees

Per Fund

1,500

2. Out-of-Pocket Expenses and Miscellaneous Charges

In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:

Reimbursement of Expenses. Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services (upon reasonable request, not to occur too frequently, Service Provider shall provide invoices or other documentation evidencing such expenses), including, but not limited to:

(i)

All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders;

(ii)

The cost of obtaining security and issuer information;

(iii)

Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;

(iv)

All copy charges;

(v)

Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;

(vi)

The cost of tax data services;

(vii)

Regulatory filing fees, industry data source fees, printing (including board book production expenses) and typesetting services, communications, delivery services, reproduction and record storage and retention expenses, and travel related expenses for board/client meetings; and

(viii)

Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.

Miscellaneous Service Fees and Charges. In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:

(i)

System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;

(ii)

Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $150 per hour;

(iii)

Ad hoc reporting fees pre-approved by the Client, billed at the rate of $150 per hour;

(vii)

Expenses associated with Service Provider’s anti-fraud procedures as it pertains to new account review;

(viii)

The Client’s portion of SOC-1 (or any similar report) expenses, to the extent applicable;

(ix)

Check and payment processing fees; and

(x)

Costs of rating agency services.

3. Annual Fee Increase:

Commencing on January 1, 2020 and annually thereafter, the Parties agree to negotiate in good faith regarding whether Service Provider may annually increase the fixed fees and other fees expressed as stated dollar amounts in this Agreement by: (a) the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published.

Exhibit 99.(h)(23)

Boston Trust Walden Funds

Shareholder Services Plan

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust Walden Small Cap Fund

Boston Trust Walden Balanced Fund

Boston Trust Walden Equity Fund

Boston Trust Walden Midcap Fund

Boston Trust Walden SMID Cap Fund

Boston Trust 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 Walden Small Cap Fund, Boston Trust Walden Balanced Fund, Boston Trust Walden Social Equity Fund, Boston Trust Walden Midcap Fund, Boston Trust Walden SMID Cap Fund and Boston Trust 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 provided to customers invested in those Funds listed on Schedule A, 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 periodically be provided with 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 Fund¹

Boston Trust Walden Small Cap Fund

Boston Trust Walden Balanced Fund

Boston Trust Walden Equity Fund

Boston Trust Walden Midcap Fund²

Boston Trust Walden SMID Cap Fund³

Boston Trust Walden International Equity Fund⁴

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 12, 2011

⁴ 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”), 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 established by the Service Provider with each Fund; and

WHEREAS, the Transfer Agent desires to appoint the Service Provider to provide to the Funds the administrative services described herein with respect to the Accounts (the “Administrative Service”) in accordance with the procedures described herein 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 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 Customer orders for the purchase of Shares, submit net orders to the Transfer Agent and promptly deliver payment and appropriate documentation to the Transfer Agent. The record holder for Shares so ordered shall be [Service Provider Name].

(c)

Aggregate Customer exchange and redemption orders, submit net exchange and redemption orders to Transfer Agent and receive the proceeds of redemptions for allocation to the Customers’ sub-accounts.

(d)

Receive in the aggregate and allocate to the Customers’ sub-accounts dividends and distributions with respect to Shares in in Account.

(e)

Provide record-keeping services relating to purchase and redemption transactions.

(f)

Distribute Fund prospectuses, updated Fund prospectuses, Statements of Additional Information (“SAI”), prospectus and SAI supplemtents, 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.

(g)

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.

Limited Authority: Receipt of Orders.

(a)

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. Service Provider hereby accepts its appointment on the terms and conditions set forth herein.

(b)

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. 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.

Transmission and Settlement of Orders.

(a)

Service Provider, as agent of Transfer Agent, shall be permitted to accept from Customers, orders for Shares 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. Orders 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”), 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 be treated as having been accepted by Transfer Agent on the Business Day next following the Business Day on which the Order was received by Service Provider.

(b)

Service Provider shall process the Orders for each Account that it receives prior to Close of Trading on Trade Date and communicate such order to Transfer Agent, by NSCC and/or facsimile, 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 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 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 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. In accordance with written instructions provided by Transfer Agent to Service Provider for the applicable Fund, Service Provider will use its best efforts to transmit the purchase price of each purchase order to Transfer Agent 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. Transfer Agent 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. Should Transfer Agent 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 orders at Trade Date plus three days for purchase and sale transactions if in its sole judgment the potential impact of the magnitude of the order 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 of 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:

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 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 1940 Act 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.

Errors.

(a)

In the event adjustments are required to correct any error in the computation of the net asset value of Shares, pursuant to the Trust’s error correction policies, Transfer Agent 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 Transfer Agent 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 Transfer Agent 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, Transfer Agent 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.

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 and the performance of its obligations hereunder does not and will not violate or conflict with any governing documents.

(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 USA PATRIOT Act, and further represents that it has adopted appropriate policies, procedures and internal controls to be fully compliant with any additional laws, rules or regulations to which it may become subject. Service Provider represents that it will:

(i)

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)

Provide information and reports relating to its anti-money laundering program to federal examiners as may be requested;

(d)

Service Provider represents that it complies with regulations adopted by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and any other Executive Orders or regulations that prohibit, among other things, engaging 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. 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 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)

The Funds’ sub-transfer agent, FIS, a member of the National Securities Clearing Corporation (the “NSCC”), will, subject to review and approval by FIS, 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 Service Provider’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 Transfer Agent’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, Financial Industry Regulatory Authority, 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 electronic mail or 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

THE 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 Walden Small Cap Fund	Yes	BOSOX 101156602	25 bps
Boston Trust SMID Cap Fund	Yes	BTSMX 101156883	0 bps
Boston Trust Walden Equity Fund	Yes	WSEFX 101156107	25 bps
Boston Trust Walden Balanced Fund	Yes	WSBFX 101156701	25 bps

Boston Trust Walden Midcap Fund	Yes	WAMFX 101156800	25 bps
Boston Trust Walden SMID Cap Fund	Yes	WASMX 101156875	25 bps
Boston Trust Walden International Equity Fund	Yes	WIEFX 101156867	25 bps

Exhibit 99.(i)(2)

April 22, 2022

Boston Trust Walden Funds
One Beacon Street

Boston, MA 02108

Re: Boston Trust Walden Funds, File Nos. 333-44964 and 811-6526

Ladies and Gentlemen:

A legal opinion that we prepared was filed with Post-Effective Amendment No. 149 to the Registration Statement for Boston Trust Walden Funds (the “Legal Opinion”). We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 175 to the Registration Statement (the “Amendment”), and consent to all references to us in the Amendment.

Very truly yours,

/s/ Thompson Hine LLP

Thompson Hine LLP

MVW/ps

mw 4815-4262-7149.9

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 28, 2022, relating to the financial statements and financial highlights of Boston Trust Walden Funds, for the year ended December 31, 2021, and to the references to our firm under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.

COHEN & COMPANY, LTD.

Cleveland, Ohio

April 22, 2022

Exhibit 99.(p)(1)

BOSTON TRUST WALDEN FUNDS
Code of Ethics

WHEREAS, the Boston Trust Walden Funds (the “Trust”), is a registered investment company under the Investment Company Act of 1940, as amended (“1940 Act”), which is authorized to issue its shares of beneficial interest in separate series representing the interests in separate funds of securities and other assets (each a “Fund”); and

WHEREAS, Rule 17j-1 under the 1940 Act (“Rule 17j-1” or “Rule”) makes it unlawful for certain persons, including Trustees, officers, and other investment personnel of the Trust and any Fund of the Trust, to engage in fraudulent, manipulative, or deceptive conduct in connection with their personal trading of securities “held or to be acquired” by any Fund of the Trust; and

WHEREAS, Rule 17j-1 under the 1940 Act requires the Trust and each investment adviser (“Adviser”) for each Fund and any principal underwriter (“Distributor”) for a Fund for which an officer or director serves as an officer or trustee of the Trust or of any Adviser, to adopt a code of ethics and to establish procedures reasonably designed to: (i) govern the personal securities activities of Access Persons, as defined herein; (ii) prevent the employment of any device, scheme, artifice, practice, or course of business that operates or would operate as a fraud or deceit on the Trust or any Fund with respect to those personal securities transactions; and (iii) otherwise prevent personal trading prohibited by the Rule; and

WHEREAS, the policies, restrictions, and restrictions included in this Code of Ethics are designed to prevent violations of Rule 17j-1 under the 1940 Act; and

WHEREAS, the Trust desires to amend its existing Code of Ethics to reflect recent amendments to Rule 17j-1;

NOW, THEREFORE, the Trust hereby adopts this Amended and Restated Code of Ethics (“Code”) for the Trust and each Fund of the Trust to read in its entirety as follows:

Unlawful Actions

Rule 17j-1(b) under the 1940 Act makes it unlawful for any Trustee, officer or other Access Person of the Trust, in connection with the purchase or sale by such person of a “security held or to be acquired” by any investment portfolio of the Trust:

To employ any device, scheme, or artifice to defraud the Trust or a Fund;

To make to the Trust or a Fund any untrue statement of a material fact or omit to state to the Trust or a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Trust or a Fund; or

To engage in any manipulative practice with respect to the Trust or a Fund.

Definitions

“Access Person” shall mean: (a) any trustee, director, officer, general partner, or “Advisory Person” (as defined below) of the Trust or any Fund or an Adviser thereof; or (b) any director, officer, or general partner of the Distributor for the Trust or any Fund who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of “Covered Securities” (as defined below), by any Fund for which the Distributor so acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to any Fund regarding the purchase and sale of Covered Securities. Notwithstanding the provisions of clause (a) above, where an Adviser is primarily engaged in a business or businesses other than advising registered investment companies or other advisory clients, the term “Access Person” shall mean any trustee, director, officer, general partner, or Advisory Person of an Adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation shall be made, or whose principal function or duties relate to the determination of which recommendation shall be made to any Fund, or who, in connection with his or her duties, obtains any information concerning Covered Securities recommendations being made by such Adviser to any Fund of the Trust.

An “Advisory Person” shall mean: (a) any employee of the Trust or any Fund or of an Adviser thereof (or of any company in a control relationship to Trust, Fund or any Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by any Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales, and (b) any natural person in a control relationship with the Trust or any Fund or an Adviser thereof who obtains information concerning recommendations made to any Fund regarding the purchase or sale of Covered Securities by the Fund.

All references herein to an “Adviser” of a Fund shall be deemed to include any “co-adviser” or “sub-adviser” of such Fund as the case may be.

“Beneficial Ownership” for the purposes of this Code shall be interpreted in a manner that is consistent with Section 16 of the Securities Exchange Act of 1934, as amended (“1934 Act”), and Rule 16a-1(a) thereunder, which generally speaking, encompasses those situations in which the beneficial owner has the right to enjoy some direct or indirect “pecuniary interest” (i.e., some economic benefit) from the ownership of a security. Any report of beneficial ownership required thereunder shall not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Securities to which the report relates. In addition, persons should consider themselves the “Beneficial Owner” of a security held by their spouse, minor children, relatives who share their home, or other persons pursuant to a contract, arrangement, understanding, or relationship that provides the other person with sole or shared voting or investment power with respect to such security.

“Code” shall mean the Code of Ethics of the Trust.

“Control” shall have the meaning as that set forth in Section 2(a)(9) of the 1940 Act.

“Covered Security” means a “security” as set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include: (a) direct obligations of the U.S. Government; (b) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and (c) shares of registered open-end investment companies (shares of exchange-traded funds (“ETFs”) shall be considered Covered Securities).

“Disinterested Trustee” of the Trust means a Trustee who is not an “interested person” of the Trust within the meaning of Section 2(a)(19) of the 1940 Act. An “interested person” of the Trust includes any person who is a trustee, director, officer, employee, or owner of 5% or more of the outstanding stock of an Adviser of or the Distributor. Affiliates of brokers or dealers are also “interested persons” of the Trust, except as provided in Rule 2a19-1 under the 1940 Act.

“Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended (“1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

“Investment Personnel” of a Fund or an Adviser means: (a) any employee of the Trust or any Fund or Adviser (or any company in a control relationship to the Trust, Fund or any Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by any Fund; or (b) any natural person who controls the Trust, Fund or any Adviser and who obtains information concerning recommendations made to any Fund regarding the purchase or sale of securities by any Fund.

10.

“Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(a)(2) or Section 4(a)(5) or pursuant to Rules 504 or 506 under the 1933 Act.

11.

“Purchase or sale” includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a future or index on a security or option thereon.

12.

“Review Officer” means, with respect to the Trust, the Chief Compliance Officer of the Trust or such other person(s) as may be designated by the Chief Compliance Officer. In this regard, the Adviser of and the Distributor (if applicable) for the Trust shall appoint a compliance officer for the Adviser or the Distributor, which person shall be designated as the “Review Officer” with respect to such Adviser or the Distributor. The Review Officer of the Adviser or the Distributor will assume the responsibility to monitor its relevant Adviser’s or Distributor’s compliance with the Code in connection with all Access Persons associated with such Adviser or Distributor. In this regard, the Review Officer for each Adviser and the Distributor shall approve all transactions, receive reports and otherwise monitor compliance with the Code in connection with all Access Persons associated with such Adviser and the Distributor. Access Persons who provide copies of all confirmations, account statements and reports to such Review Officer in accordance with the Adviser’s or the Distributor’s code of ethics will not be required to provide copies of such confirmations, account statements and reports to the Trust’s Review Officer pursuant to this paragraph. In turn, each Review Officer of any Adviser and the Distributor shall report at least quarterly to the Chief Compliance Officer or Review Officer of the Trust all violations of this Code that occurred during the past quarter. The Chief Compliance Officer or Review Officer with respect for the Trust shall: (a) approve transactions, receive reports and otherwise monitor compliance with the Code in connection with all Access Persons not otherwise associated with an Adviser of or the Distributor to any Fund; (b) receive reports from all other Review Officers designated hereunder; (c) report at least quarterly to the Board of Trustees of the Trust all violations of this Code that occurred during the past quarter; and (d) provide the Board with an annual written report with respect to the information specified in Section D.5 below.

13.

“Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act.

14.

A Covered Security is for purposes of this Code being “held or to be acquired” by any Fund if within the most recent 15 days the Covered Security: (a) is or has been held by a Fund; (b) is being held or has been considered by a Fund or its Adviser for purchase by the Fund; or (c) any option to purchase or sell, any Covered Security convertible into or exchangeable for, a Covered Security described in (a) or (b) of this paragraph.

15.

A Covered Security is “being considered for purchase or sale” when, among other things, a recommendation to purchase or sell a Covered Security for a Fund has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

Trust Policy

No Violations of Rule 17j-1: It is the policy of the Trust that no “Access Person” of the Trust or of a Fund shall engage in any act, practice or course of conduct that would violate the provisions of Rule 17j-1(b) or Section A of this Code.

Disclosure of Interested Transactions: No Access Person shall recommend any transactions with respect to a Covered Security by any Fund of the Trust without first disclosing his or her interest, if any, in such Covered Securities or the issuer thereof, including without limitation:

(a.)

any direct or indirect Beneficial Ownership of any Covered Securities of such issuer;

(b.)

any contemplated transaction by such person in such Covered Securities;

(c.)

any position with the issuer of the Covered Securities or its affiliates; and

(d.)

any present or proposed business relationship between the issuer of the Covered Securities or its affiliates and such person or any party in which such person has a significant interest.

Initial Public Offerings (“IPOs”): No Investment Personnel shall acquire, directly or indirectly, any Beneficial Ownership in any IPO with respect to any Covered Security without first obtaining prior approval of the appropriate Review Officer for that Investment Personnel, which Review Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel’s activities on behalf of such Fund) and (b) has concluded after consultation with other Investment Personnel of such Fund (who have no personal interest in the issuer involved in the private placement) that such Fund has no foreseeable interest in purchasing such Covered Security.

Limited Offerings: No Investment Personnel shall acquire, directly or indirectly, Beneficial Ownership of any Covered Security in a Limited Offering without first obtaining the prior approval of the Review Officer of the relevant Adviser, which Review Officer: (a) has been provided by such Investment Personnel with full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel’s activities on behalf of such Fund) and (b) has concluded after consultation with other Investment Personnel of such Fund (who have no personal interest in the issuer involved in the private placement) that such Fund has no foreseeable interest in purchasing such Covered Security.

Exempt Transactions: The prohibited activities set forth in this Section C shall not apply to:

(a.)

purchases or sales effected in any account over which such person has no direct or indirect influence or control;

(b.)

purchases or sales that are non-volitional on the part of the person or any Fund of the Trust;

(c.)

purchases that are part of an automatic dividend reinvestment plan;

(d.)

purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

Procedures

Persons Required to Make Reports. In order to provide the Trust with information to enable it to determine, with reasonable assurance, whether the provisions of Rule 17j-1(b) and this Code are being observed by its Access Persons:

(a.)

Each Access Person shall submit reports to the relevant Review Officer for that Access Person in order to provide information with respect to all transactions in Covered Securities in which the Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership, except for exempt transactions listed under Section C.5.

(b.)

No Disinterested Trustee need make a report with respect to his or her initial holdings, as required by Section D.3 below, solely by reason of being a Trustee of the Trust.

(c.)

No Disinterested Trustee need make quarterly transaction reports with respect to any Covered Security, as required by Section D.2 below, unless the Disinterested Trustee knew at the time of the transaction, or in the ordinary course of fulfilling his or her official duties as a Trustee, should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such period prescribed by applicable law) such Covered Security was purchased or sold, or was being considered for purchase or sale, by any Fund.

(d.)

No Access Person to an Adviser need make a quarterly transaction report to the Adviser under this Code if all the information in the report would duplicate information required to be recorded under Rule 204-2(a)(12) or Rule 204-2(a)(13) under the Investment Advisers Act of 1940.

(e.)

No Access Person need make a quarterly transaction report under this Code if the quarterly transaction report would duplicate information contained in broker trade confirmations or account statements received by the Trust, any Fund, Adviser or Distributor with respect to the Access Person in the time period required by this Code, if all of the information required by this Code is contained in the broker trade confirmations or account statements, or in the records of the Trust, any Fund, Adviser or Distributor.

(f.)

Any Access Person who is an officer, director or employee or otherwise an affiliated person of any Adviser or Distributor shall submit all reports required by this Code with the Review Officer for that Access Person.

Quarterly Transaction Reports:

(a.)

Quarterly securities transaction reports shall be made by every Access Person, other than those excepted in Section D.1 above, no later than 30 days after the end of the calendar quarter in which the securities transaction being reported was effected, and shall contain the following information:

(i.)

the date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

(ii.)

the nature of the transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

(iii.)

the price of the Covered Security at which the transaction was effected;

(iv.)

the name of the broker, dealer, or bank with or through whom the transaction was effected; and

(v.)

the date that the report is submitted by the Access Person.

(b.)

Transaction Reports. In lieu of providing quarterly transaction reports, an Access Person may arrange for duplicate confirmations and account statements to be provided directly to the Review Officer for such Access Person no later than 10 days after the end of each calendar quarter.

(c.)

Information for Each Account. With respect to any account established by the Access Person in which securities were held during the quarter for the direct or indirect benefit of the Access Person, the following information is required to be provided: (a) the name of the broker, dealer or bank with whom the Access Person established the account; (b) the date the account was established; and (c) the date the report is submitted by the Access Person.

Initial Holdings Report. Unless otherwise excepted in Section D.1 above, every Access Person must report to the relevant Review Officer for that Access Person no later than 10 days after that person becomes an Access Person, the following information:

(a.)

the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership when the person became an Access Person;

(b.)

the name of any broker, dealer or bank with whom the Access Person maintained an account in which any Covered Securities were held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person; and

(c.)

the date that the report is submitted by the Access Person.

Annual Reports. Unless otherwise excepted under Section D.1 above, every Access Person must annually report to the Trust, no later than 45 days after the end of each calendar year, the following information (which information must be current as of a date no more than 30 days before the report is submitted):

(a.)

the title, number of shares and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership;

(b.)

the name of any broker, dealer or bank with whom the Access Person maintains an account in which any Covered Securities are held for the direct or indirect benefit of the Access Person; and

(c.)

the date that the report is submitted by the Access Person.

Certification of Compliance. Unless otherwise excepted in Section D.1 above, each Access Person is required to annually certify to the Review Officer of the Trust that the Access Person has read and understands this Code and recognizes that he or she is subject to this Code. Further, each Access Person is required to annually certify that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the requirements of the Code. Such certification shall be delivered annually to the Trust’s Review Officer. This requirement applies to all Disinterested Trustees.

Disclaimer of Beneficial Ownership. Any report by an Access Person may contain a statement that it shall not be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.

Review by the Board of Trustees. At least quarterly, the Chief Compliance Officer or Review Officer shall prepare and provide a written report to the Board of Trustees with respect to all issues that, under the Code, have occurred since the last quarterly report to the Board, including, but not limited to, information about material violations of the Code or the procedures and sanctions imposed in response to those material violations. In addition, at least annually, the Chief Compliance Officer or Review Officer shall certify to the Board that the Trust, each of the Advisers and the Distributor (if applicable) have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. With respect to each of the Advisers and the Distributor, the certification by the Trust’s Chief Compliance Officer or Review Officer may be based on certifications provided to the Trust’s Chief Compliance Officer or Review Officer by the Review Officer of each of the Advisers and the Distributor.

Upon discovery of a violation of this Code, the Board of Trustees may impose such sanctions, as it deems appropriate.

At least annually, the Chief Compliance Officer or Review Officer shall prepare and provide a written report to the Board of Trustees:

(a.)

All existing procedures concerning Access Persons’ personal investing activities and any procedural changes made during the past year;

(b.)

Any recommended changes to this Code or procedures; and

(c.)

A summary of any violations that occurred during the past year requiring significant remedial action.

Approval of Codes of each of the Advisers and the Distributor. The Board of Trustees, including a majority of the Disinterested Trustees, must approve the codes of ethics of each Adviser and the Distributor for any Fund, unless excepted under paragraph (c)(3) of Rule 17j-a, and must approve any material changes to the each of those codes. Prior to approving a code of ethics for each Adviser and the Distributor, or any material change thereto, the Board must receive a certification from the Adviser and the Distributor that it has adopted procedures reasonably necessary to prevent Access Persons from violating its code of ethics. The Board must approve the code of ethics of each Adviser and the Distributor before initially retaining the services of such party. The Board must approve a material change to a code of ethics no later than six (6) months after adoption of the material change.

Notices by Review Officer. The Review Officer shall notify each Access Person and Investment Personnel who may be required to preclear transactions and/or make reports pursuant to the Code that such person is subject to the Code and shall deliver a copy of this Code to each such person. Any amendments to the Code shall be similarly furnished to each such person.

Sanctions

Sanctions for Violations by Trustees, Executive Officers, and Other Access Persons (Other than Disinterested Trustees)

If the Chief Compliance Officer or Review Officer determines that a violation or apparent violation of this Code has occurred, he or she shall so advise the Board of Trustees of the Trust, and if a violation is determined, such persons may be subject to sanctions, including, inter alia, a letter of censure or suspension or termination of the employment of the violator. Any financial profits realized by an Access Person or Investment Personnel through the prohibited personal trading activities described in this Code may be required to be disgorged. All material violations of the Code and any sanctions imposed as a result thereto shall be reported periodically to the Board of Trustees.

Sanctions for Violations by Disinterested Trustees

If the Review Officer determines that any Disinterested Trustee, has violated or apparently violated this Code, he or she shall so advise the Chief Compliance Officer of the Trust, who shall advise the President of the Trust, and also the Disinterested Trustees (other than the person whose transaction is at issue) and shall provide such persons with the report, the record of pertinent actual or contemplated portfolio transactions of any affected Fund of the Trust, and any additional information supplied by such person. If a violation is determined, the Disinterested Trustees, other than the Trustee in violation of the Code, shall either impose such sanctions, as they deem appropriate or refer the matter to the full Board of Trustees of the Trust, which shall impose such sanctions, as it deems appropriate.

Miscellaneous

Records. The Trust shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 31a-2(f) under the 1940 Act, and shall be available for examination by representatives of the Securities and Exchange Commission:

(a.)

a copy of this Code and any other code that is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

(b.)

a record of any violation of this Code, and of any action taken as a result of such violation, shall be preserved in an easily accessible place for a period of not less than five years following the end of the fiscal year in which the violation occurs;

(c.)

a copy of each report made pursuant to this Code shall be preserved for a period of not less than five years from the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

(d.)

a list of all persons who are required, or within the past five years have been required, to make reports pursuant to this Code shall be maintained in an easily accessible place.

(e.)

a copy of each report of the Board shall be preserved by the Trust for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place; and

(f.)

the Trust shall preserve a record of any decision, and the reasons supporting the decision to approve the acquisition by any Investment Personnel of shares in any IPO or Limited Offering for at least five years after the end of the fiscal year in which the approval is granted, the first two years in an easily accessible place.

Confidentiality. All reports of securities transactions and any other information filed pursuant to this Code shall be treated as confidential, except that the same may be disclosed to the Board of Trustees of the Trust, to any regulatory or self-regulatory authority or agency upon its appropriate request, or as required by law or court or administrative order.

Amendments; Interpretation of Provisions. The Board of Trustees of the Trust may from time to time may amend this Code or adopt such interpretations of this Code, as it deems appropriate.

Adopted: October 2004

Amended: May 18, 2000; December 2, 2021

Exhibit 99.(p)(2)

CITI FUND SERVICES OHIO, INC.

CODE OF ETHICS

JANUARY 1, 2022

I. INTRODUCTION

This Code of Ethics (the “Code”) sets forth the basic guidelines of ethical conduct for all Covered Persons, as hereinafter defined, of Citi Fund Services Ohio, Inc. (“Citi” or “Citi Fund Services”). Compliance with the Code does not alleviate a Covered Person’s responsibilities under any other Citigroup policy or procedure, including, but not limited to, the Code of Conduct and the Personal Trading and Investment Policy. Specifically, this Code does not require pre-clearance of securities transactions for Covered Persons; however, most Citi Fund Services associates are still required to pre-clear securities transactions through the Employee Due Diligence (EmDD) website pursuant to Citigroup’s Personal Trading and Investment Policy. These and other documents are available through the citigroup.net portal (see list of policies, websites, and other contact information on Exhibit F).

The Code is intended to comply with the requirements of Rule 17j-1 under the Investment Company Act of 1940, as amended, (the “1940 Act”). Rule 17j-1(b) generally makes it unlawful for an affiliated person of Citi in connection with the purchase or sale by such person of a security held or to be acquired (as hereinafter defined) by any such registered investment company, to:

(1) employ any device, scheme or artifice to defraud the Fund;

(2) make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made to the Fund, not misleading;

(3) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon the Fund; or

(4) engage in any manipulative practice with respect to the Fund.

II. DEFINITIONS

The following definitions are used for purposes of the Code.

“Access Person” is defined for purposes of this Code as all Covered Persons identified in Exhibit A. This Code covers certain Citi associates that are not otherwise deemed Access Persons by law.

“Automatic investment plan” means a program in which regular periodic purchases (or withdrawals) are made automatically into (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

"Beneficial ownership” of a security is defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, which provides that a Covered Person should consider himself/herself the beneficial owner of securities held by his/her spouse, his/her minor children, a relative who shares his/her home, or other persons, directly or indirectly, if by reason of any contract, understanding, relationship, agreement, or other arrangement, he/she obtains from such securities benefits substantially equivalent to those of ownership. He/she should also consider himself/herself the beneficial owner of securities if he/she can vest or re-vest title in himself/herself now or in the future.

2022 Citi Fund Services Code of Ethics

“Code Compliance Officer” is the person designated by Citi to oversee enforcement and ensure compliance with this Code pursuant to procedures established for such purpose.

“Covered Persons” are all directors, officers, and associates of Citi (excluding employees of Citigroup that are not actively involved in the daily management of Citi’s core operations, and who are otherwise subject to Citigroup’s Code of Conduct and Personal Trading and Investment Policy).

“Covered Securities” include all securities subject to transaction reporting under this Code. Covered Securities do not include: (1) securities issued by the United States Government; (2) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; (3) shares of open-end investment companies other than shares of Exchange Traded Funds (“ETFs”); (4) transactions which you had no direct or indirect influence or control; (5) transactions that are not initiated, or directed, by you; and (6) securities acquired upon the exercise of rights issued by the issuer to all shareholders pro rata.

A security “held or to be acquired” is defined under Rule 17j-l (a)(10) as any Covered Security which, within the most recent fifteen (15) days: (1) is or has been held by a Fund, or (2) is being or has been considered by a Fund or the investment adviser for a Fund for purchase by the Fund. A purchase or sale includes the writing of an option to purchase or sell and any security that is convertible into or exchangeable for, any security that is held or to be acquired by a Fund.

“Material inside information” is defined as any information about a company which has not been disclosed to the general public and which either a reasonable person would deem to be important in making an investment decision or the dissemination of which is likely to impact the market price of the company’s securities.

“Outside Party” is any existing or prospective “business source,” such as an employee of a mutual fund’s investment adviser, a Director/Trustee or Officer of a mutual fund client or prospective client, vendor, consulting firm, etc. Associates of Citi and/or its affiliates are not considered “Outside Parties.”

A “personal securities transaction” is considered to be a transaction in a Covered Security of which the Covered Person is deemed to have beneficial ownership. This includes, but is not limited to, transactions in accounts of the Covered Person’s spouse, minor children, or other relations residing in the Covered Person’s household, or accounts in which the Covered Person has discretionary investment control. Covered Persons engaged in personal securities transactions should not take inappropriate advantage of their position or of information obtained during the course of their association with Citi. Additionally, Covered Persons should avoid situations that might compromise their judgment (e.g. the receipt of perquisites, gifts of more than de minimis value or unusual investment opportunities from persons doing or seeking to do business with Citi or the Funds).

2022 Citi Fund Services Code of Ethics

III. RISKS OF NON-COMPLIANCE

This Code extends the provisions of Rule 17j-1(b) to all Covered Persons. Any violation of this Code may result in the imposition by Citi of sanctions against the Covered Person, or may be grounds for the immediate termination of the Covered Person. In addition, in some cases (e.g. the misuse of inside information), a violation of federal and state civil and criminal statutes may subject the Covered Person to fines, imprisonment and/or monetary damages.

IV. ETHICAL STANDARDS

The foundation of this Code consists of basic standards of conduct including, but not limited to, the avoidance of conflicts between personal interests and the interests of Citi or funds for which Citi provides services (each, a “Fund”). To this end, Covered Persons should understand and adhere to the following ethical standards:

(1)

The duty at all times to place the interests of Fund shareholders first;

(2)

The duty to ensure that all personal securities transactions be conducted in a manner that is consistent with this Code to avoid any actual or potential material conflicts of interest or any abuse of such Covered Person’s position of trust and responsibility; and

(3)

The duty to ensure that Covered Persons do not take inappropriate advantage of their position with Citi.

V. GIFTS AND ENTERTAINMENT STANDARD

All Covered Persons are subject to the ICG Gifts and Entertainment Standard which generally prohibits the provision or receipt of gifts by employees within GTS.

The ICG Gifts & Entertainment Standard is located at

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8277

VI. WHISTLEBLOWER PROCEDURE

All Citi associates should report violations of Federal and State securities laws to the Director of Regulatory Administration & Compliance Support Services as soon as possible after they are discovered. If an associate is unclear whether a situation is a violation of a Federal or State securities laws, he/she should report the item to the Director of Regulatory Administration & Compliance Support Services. The Director of Regulatory Administration & Compliance Support Services is responsible for analyzing any reported matter and determining, in consultation with other appropriate Citi personnel, whether it is an actual securities law violation. The Director of Regulatory Administration & Compliance Support Services will escalate the matter, as appropriate, including escalation to the impacted fund and to applicable regulatory agencies. All Citi associates are required to cooperate fully with the review and are required to comply with the Citi Fund Services Escalation Procedure in effect at the time of reporting.

2022 Citi Fund Services Code of Ethics

To the extent a situation represents a potential violation of a Federal or State securities law or other matter that relates independently to issues required to be reported under the Citigroup Inc. Code of Conduct, reporting the issue to the Director of Regulatory Administration & Compliance Support Services under this Code does not relieve the Citi associate from his/her required reporting obligations thereunder. It is the employee’s responsibility to be familiar with all such additional reporting requirements and to adhere to them.

VII. RESTRICTIONS AND PROCEDURES

This section is divided into two (2) parts. Part A relates to restrictions and procedures applicable to all Covered Persons in addition to the aforementioned Rule 17j-1(b) provisions. Part B imposes additional restrictions and reporting requirements for those Covered Persons deemed to be Access Persons.

Restrictions and Procedures for all Covered Persons:

1. Prohibition Against Use of Material Inside Information

Covered Persons may have access to information including, but not limited to, material inside information about a Fund, that is confidential and not available to the general public, such as (but not limited to) information concerning securities held in, or traded by, investment company portfolios, information concerning certain underwritings of broker/dealers affiliated with an investment company that may be deemed to be material inside information, and information which involves a merger, liquidation or acquisition that has not been disclosed to the public.

Covered Persons in possession of material inside information must not trade in or recommend the purchase or sale of the securities concerned until the information has been properly disclosed and disseminated to the public.

Covered Persons who serve as Fund Officers for exchange traded funds and closed-end funds that trade on an exchange are subject to further trading restrictions regarding profits on sales of any such securities they have held for less than six months, pursuant to Section 16(b) of The Securities Exchange Act of 1934. It is the responsibility of these Covered Persons to comply with these additional requirements.

2. Initial and Annual Certifications

All Covered Persons shall be required to sign and submit to the Code Compliance Officer a certification, in the form of an electronic Exhibit B affirming that he/she has read and understands this Code to which he/she is subject within ten (10) days following the commencement of their employment or otherwise becoming subject to this Code and at least annually within forty-five (45) days following the end of each calendar year. In addition, through the execution of Exhibit B, the Covered Person is certifying that he/she has complied with the requirements of this Code and has disclosed and reported all personal securities transactions that are required to be disclosed and reported by this Code.

2022 Citi Fund Services Code of Ethics

B. Restrictions and Reporting Requirements for all Access Persons:

Each Access Person must refrain from engaging in a personal securities transaction when the Access Person knows, or in the ordinary course of fulfilling his/her duties would have reason to know, that at the time of the personal securities transaction a Fund has a pending buy or sell order in the same Covered Security.

1. Duplicate Brokerage confirmations and statements ¹

All Access Persons maintaining security accounts outside of a Citi in-house entity or Preferred Broker pursuant to a permissible exception to the Citi Personal Trading and Investment Policy are required to instruct their broker/dealer to file duplicate trade confirmations and account statements with the Code Compliance Officer at Citi. Citi in-house entities include Citi Personal Wealth Management, the private client branch of the Private Bank, the National Investor Center (formerly myFi), International Personal Banking Investment branches and the Citi 401(k) plan. Preferred Brokers currently include, TD Ameritrade, Fidelity, and Charles Schwab. Compliance approval is required for all accounts maintained outside of Citi (including Preferred Broker Accounts). Effective June 13, 2014, Covered Persons with a pre-existing relationship with Morgan Stanley may continue to maintain existing accounts and establish new accounts with Morgan Stanley. All newly established Morgan Stanley relationships and accounts are generally prohibited unless approved by Compliance. Exemptions may be granted on a limited basis by contacting Compliance through the Outside Activities Unit (please see Exhibit F for contact information). Statements must be filed for all accounts containing Covered Securities (including accounts of other persons holding Covered Securities in which the Access Person has a beneficial ownership interest). Failure of a broker/dealer to send duplicate trade confirmations or account statements will not excuse a violation of this Section by an Access Person.

A sample letter instructing a broker/dealer firm to send duplicate trade confirmations and account statements to Citi is available from the Code Compliance Officer. A copy of the letter instructing the broker/dealer to provide duplicate trade confirmations and account statements to Citi must be sent to the Code Compliance Officer at the time of mailing. If a broker/dealer is unable or refuses to provide duplicate statements, the Access Person should contact the Code Compliance Officer for further assistance.

¹ Covered Persons maintaining accounts through a Citi in-house entity or Preferred Broker, pursuant to the Citigroup Personal Trading and Investment Policy do not need to instruct his/her broker to deliver duplicate confirmations and statements to the Code Compliance Officer.

2022 Citi Fund Services Code of Ethics

If the broker/dealer requires a letter authorizing a Citi associate to open an account, a sample permission letter is available from the Code Compliance Officer. Please complete the necessary brokerage information and forward a signature ready copy and evidence of approval to open the non-Citi in-house entity or non-Preferred Broker account from the Citigroup Outside Activities Unit to the Code Compliance Officer for signature and submission to the requesting broker/dealer. The supplying of this letter does not relieve the Citi associate of their responsibilities under the Personal Trading and Investment Policy.

2. Initial and Annual Holdings Reports

All Access Persons must file a completed Initial and Annual Holdings Report, in the form of an electronic Exhibit C with the Code Compliance Officer within ten (10) days of commencement of their employment or otherwise becoming subject to this Code and thereafter on an annual basis within forty-five (45) days after the end of each calendar year in accordance with procedures established by the Code Compliance Officer. Such report must be current as of a date not more than 45 days before the report is submitted.

3. Transaction/New Account Reports

All Access Persons must file a completed Transaction/New Account Report in the form of Exhibit D hereto with the Code Compliance Officer within thirty (30) days after opening an account or entering into any personal securities transaction with a broker-dealer (other than Citi in-house entities or Preferred Brokers), bank or transfer agent in which Covered Securities are recorded. This requirement does not fulfill any additional reporting requirements under the Citi Personal Trading and Investment Policy. A transaction report need not be submitted for transactions effected pursuant to an Automatic Investment Plan or where such information would duplicate information contained in broker trade confirmations or account statements received by Citi with respect to the Access Person within 30 days of the transaction if all of the information required by rule 17j-1(d)(1)(ii) is contained in the confirmation or account statement.

C. Review of Reports and Assessment of Code Adequacy:

The Code Compliance Officer shall review and maintain the Initial and Annual Certifications, Initial and Annual Holdings Reports and Transaction/New Account Reports (the “Reports”) with the records of Citi. Following receipt of the Reports, the Code Compliance Officer shall consider in accordance with procedures designed to prevent Access Persons from violating this Code:

(1) whether any personal securities transaction evidences an apparent violation of this Code; and

2022 Citi Fund Services Code of Ethics

(2) whether any apparent violation of the reporting requirement set forth in Section VII.B. above has occurred.

Upon making a determination that a violation of this Code including its reporting requirements has occurred, the Code Compliance Officer shall report such violations to the Director of Regulatory Administration & Compliance Support Services of Citi who shall determine what sanctions, if any, should be recommended to be taken by Citi. The Code Compliance Officer shall prepare quarterly reports to be presented to the Board of Directors/Trustees of each Fund for which a Covered Person serves as a Fund Officer with respect to any material trading violations under this Code by the applicable Covered Person.

This Code, a copy of all Reports referenced herein, any reports of violations, and lists of all Covered and Access Persons required to make Reports, shall be preserved for the period(s) required by Rule 17j-1. Citi shall review the adequacy of the Code and the operation of its related procedures at least once a year.

VIII. REPORTS TO FUND BOARDS OF DIRECTORS/TRUSTEES

Citi shall submit the following reports to the Board of Directors/Trustees for each Fund where a Covered Person serves as a Fund Officer:

A. Citi Fund Services Code of Ethics

A copy of this Code shall be submitted to the Board or the Chief Compliance Officer of a Fund prior to Citi providing services involving a Fund Officer. All material changes to this Code shall be submitted to the Board or the Chief Compliance Officer of each Fund for which a Covered Person serves as a Fund Officer not later than six (6) months following the date of implementation of such material changes.

B. Annual Certification of Adequacy

The Code Compliance Officer shall annually prepare a written report to be presented to the Board of each Fund for which Citi provides services involving a Fund Officer detailing the following:

1. Any issues arising under this Code or its related procedures since the preceding report, including information about material violations of this Code or its related procedures and sanctions imposed in response to such material violations; and

2. A Certification in the form of Exhibit E hereto, that Citi has procedures designed to be reasonably necessary to prevent Access Persons from violating this Code.

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS

EXHIBIT A

The following Covered Persons are considered Access Persons under the Citi Code of Ethics:

All Citi Fund Services associates

As of January 1, 2022²

² The positions listed on this Exhibit A may be amended from time to time as required.

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS

EXHIBIT B

(2022)
INITIAL AND ANNUAL CERTIFICATION

I hereby certify that I have read and thoroughly understand and agree to abide by the conditions set forth in the Citi Fund Services Code of Ethics (the “Code”). I further certify that, during the time of my affiliation with Citi, I will comply or have complied with the requirements of this Code and will disclose/report or have disclosed/reported all personal securities transactions required to be disclosed/reported by the Code.

If I am deemed to be an Access Person under this Code, I certify that I will comply or have complied with the Transaction/New Account Report requirements as detailed in the Code and submit herewith my Initial and/or Annual Holdings Report. I further certify that I have disclosed all accounts held by me and will direct or have directed each broker (excluding Citi in-house entities or a Preferred Broker), dealer, bank or transfer agent with whom I have an account or accounts to send to the Citi Code Compliance Officer duplicate copies of all confirmations and/or account statements relating to my account(s). I further certify that the Code Compliance Officer has been supplied with copies of all such letters of instruction.


Print or Type Name


Signature


Date

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS

EXHIBIT C

2022

INITIAL AND ANNUAL HOLDINGS REPORT

Name and Address of Broker, Dealer, Bank, or Adviser(s)	Discretionary Account³ (Yes or No)	Account Number(s)	If New Account, Date Established

	__Yes __No

	__Yes __No

	__Yes __No

	__Yes __No

Please check appropriate statement below:

__Attached are the Covered Securities beneficially owned by me as of the date of this Initial and Annual Holdings Report (Please list security information on page 2 of this exhibit. You may submit another sheet, if necessary).

__I certify that I have directed each broker (excluding Citi in-house entities⁴ or Preferred Brokers⁵), dealer, bank or transfer agent with whom I have an account or accounts to send to Citi duplicate copies of all confirmations and/or statements relating to my account(s) and have provided copies of such letters of instructions to the Citi Code Compliance Officer. I further certify that the information on the statements attached hereto (if applicable) is accurate and complete for purposes of this Initial and Annual Holdings Report (Please enter account information above).

__All of my accounts holding Covered Securities are with a Citi in-house entity or Preferred Broker (Please enter account information above).

__I do not have any Covered Securities beneficially owned by me as of the date of this Initial and Annual Holdings Report. For purposes of this representation, transactions in which I had no direct or indirect influence or control or transactions that were not initiated, or directed, by me do not result in Reportable Transactions or holdings in Covered Securities.

³ A Discretionary Account is an account empowering a broker, dealer, bank, or adviser to buy and sell securities without the client’s prior knowledge or consent.

⁴ Citi in-house entities include Citi Personal Wealth Management, the private client branch of the Private Bank, the National Investor Center (formerly myFi), International Personal Banking Investment branches and the Citi 401(k) plan.

⁵ Preferred Brokers currently include TD Ameritrade, Fidelity, and Charles Schwab. Morgan Stanley is, also, a Preferred Broker but only for those persons with relationships established prior to June 13, 2014.

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS

EXHIBIT C (CONTINUED)

2022

INITIAL AND ANNUAL HOLDINGS REPORT

Security Description (Symbol/CUSIP)	Number of Covered Securities Held	Principal Amount (for debt securities only)


Print or Type Name


Signature


Date

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT

EXHIBIT D

(2022)

I hereby certify that, (1) the Covered Securities described below were purchased or sold on the date(s) indicated in reliance upon public information; or (2) I have listed below the account number(s) for any new account(s) opened in which Covered Securities are or will be held, and I have attached a copy of my letter of instruction to the institution maintaining such account to provide the Code Compliance Officer with duplicate trade confirmations and account statements.

COVERED SECURITIES AND/OR MUTUAL FUND PORTFOLIOS PURCHASED/ACQUIRED OR SOLD/DISPOSED

Security

Trade

Number of

Per Share

Principal

Interest

Maturity

Name of Broker, Dealer,

Bought (B) or Sold (S)

Description

Date

Price

Amount

Rate

Date

Transfer Agent or Bank

(and Account Number

(Symbol/CUSIP)

(for debt security)

(If Applicable)

and Date Established, If New)

This Transaction/New Account Report is not an admission that you have or had any direct or indirect beneficial ownership in the Covered Securities listed above.


Print or Type Name

Signature		Date

2022 Citi Fund Services Code of Ethics

CITI CODE OF ETHICS

EXHIBIT E

(2022)

ANNUAL CERTIFICATION OF ADEQUACY

CERTIFICATION TO THE FUNDS BOARDS OF

DIRECTORS/TRUSTEES

Citi Fund Services (“Citi”) requires that all directors, officers and associates of Citi (“Covered Persons”) certify, upon becoming subject to the Citi Code of Ethics (the “Code”) and annually thereafter, that they have read and thoroughly understand and agree to abide by the conditions set forth in the Code. If such Covered Persons are deemed to be Access Persons under the Code, they are required to submit Initial and Annual Holdings Reports. Access Persons must also submit Transaction Reports to the Code Compliance Officer, reporting all personal securities transactions in Covered Securities for all accounts in which the Access Person has any direct or indirect beneficial interest within thirty (30) days of entering into any such transactions. Access Persons must disclose all accounts and direct each of their brokers (excluding Citi in-house entities or Preferred Brokers), dealers, banks or transfer agents to send duplicate trade confirmations and statements of all such personal securities transactions directly to the Code Compliance Officer. The Code Compliance Officer will review each Access Person’s personal securities transactions against the investment portfolio of each fund of which they are deemed an Access Person.

The undersigned hereby certifies that Citi has procedures reasonably designed to prevent Access Persons from violating Citi’s Code and the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended.


Michelle L. Brown		Date
Code Compliance Officer
Citi Fund Services

2022 Citi Fund Services Code of Ethics

ADDITIONAL POLICY LINKS AND CONTACT INFORMATION

EXHIBIT F

Citi Code of Conduct:

http://www.citigroup.com/citi/investor/data/codeconduct_en.pdf?ieNocache=807

Gifts & Entertainment Standard:

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8277

Personal Trading and Investment Policy:

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8792

Outside Directorships and Business Interests Policy:

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8680

Outside Activities Unit North America Phone Number:

(866) 547-9144

Employee Due Diligence (EmDD)—for Preclearance of Trades:

https://employeeduediligence.citigroup.net/EMDD/newPreClearanceRequest.htm

Preclearance Hotline:

(866) 369-2074

Preclearance E-mail:

*ICRM NAM Personal Trading

Citi Expense Management Policy:

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8293

Citi Anti-Bribery Policy:

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8797

Citi Policy Directory:

https://policydirectory.citi.net/cpd/pages/default.aspx

2022 Citi Fund Services Code of Ethics

Exhibit 99.(p)(4)

Boston Trust Walden Company

Boston Trust Walden, Inc.

Joint Code of Ethics February 8, 2022

Table of Contents

1.	Introduction and Scope			1
2.	Standards of Business Conduct			1
	A.	Compliance with Policy, Laws, and Regulations		1
		i.	Market Manipulation	1
		ii.	Records and Accounts	1
		iii.	Dealings with Auditors and Regulators	1
		iv.	Misrepresentation	2
		v.	Disclosures	2
		vi.	Illegal Activity	2
		vii.	Responsibilities of Supervisors	2
	B.	Confidentiality		2
		i.	Confidentiality of Investment Decisions	2
		ii.	Electronic Data	2
		iii.	Personnel Data	2
	C.	Duties to Clients		3
		i.	Loyalty, Prudence, and Care	3
		ii.	Fair Dealings	3
		iii.	Suitability	3
		iv.	Performance Presentation	3
		v.	Diligence and Reasonable Basis	3
		vi.	Communication with Clients and Prospective Clients	3
	D.	Employee Securities Reporting and Trading		3
		i.	Disclosure of Personal Brokerage Accounts	3
		ii.	Establishment of Direct Feeds	4
		iii.	Monitoring of Personal Securities Transactions	4
		iv.	Quarterly Certification	4
		v.	Pre-Clearance Requirements	4
		vi.	Investment Professional Trading	6
		vii.	Classification of Securities as Non-Reportable	7
		viii.	Prohibited Holdings	7
		ix.	Waiver of Pre-Clearance of Employee Personal Accounts and Transactions	7
		x.	Compliance Table	7
		xi.	Exceptions	8
	E.	Conflicts of Interest		8
		i.	Disclosure of Conflicts	8
		ii.	Self-dealing	8
		iii.	Personal Business	8
		iv.	Personal Use of Boston Trust Walden Property	8
	F.	Gifts and Entertainment		8
		i.	Client Related Gifts	8
		ii.	Retirement or Other Life Event Gifts	9
		iii.	Vendor Related Gifts	9
		iv.	Personal Entertainment and Gift Exclusion	9
		v.	Exception Approval	9
		vi.	Report of Gifts	9
	G.	Entertainment		9
	H.	Trading		10
		Insider Trading and Misuse of Nonpublic Information		10
	I.	Outside Activities		10
		i.	Outside Employment	10
		ii.	Terminating Employment	10
		iii.	Directorships of Profit-Making Companies	11
		iv.	Civic Activities	11
		v.	Political Activities	11
		vi.	Political Contributions by Covered Associates	11
		vii.	Preclearance of Political Contributions by Covered Associates	11

		viii.	Covered Associate Political Contributions Reporting	11
		ix.	Compensation, Consulting Fees, and Honoraria	12
		x.	Fiduciary Appointments	12
		xi.	Reporting of Outside Affiliations	12
	J.	Internal Compliance and Reporting (Whistleblower) Procedure		12
3.		Administration and Enforcement of the Code		12
	A.	Employee Responsibility		12
		i.	At Hiring	12
		ii.	Periodically Thereafter	13
	B.	Responsibility for Approval		13
	C.	Responsibility for Administration		13
		i.	Exceptions/Review	13
		ii.	Recordkeeping	13
		iv.	Annual Report to Board of Directors	13
		v.	Reporting Violations	13
		vi.	Sanctions	14
Exhibit A				15
Personal Trading Compliance Table of Securities Reporting and Trading Restrictions				15

iii

Introduction and Scope

Boston Trust Walden Company is a state-chartered bank of the Commonwealth of Massachusetts providing trust and investment management services to individuals and institutions. Boston Trust Walden Inc. (“BTWI”) is a wholly-owned subsidiary of Boston Trust Walden Company (collectively “Boston Trust Walden”). BTWI is a registered investment adviser under the Investment Advisers Act of 1940 (Advisers Act) and advises the Boston Trust Walden Funds (“Funds”), an open-end registered investment company and several separately managed accounts. All references to “clients” refer to the bank and investment advisory clients of Boston Trust Walden.

This Code of Ethics (the "Code") is the formal expression of our long-standing commitment to responsible and ethical business conduct and practices. The Code applies to all employees, interns, and, in certain circumstances, to Directors (collectively "Employees") of Boston Trust Walden. Each employee receives a copy of the Code upon employment and annually thereafter. Employees must be familiar with its contents, comply with it, and keep it available for future reference. Questions regarding the Code should be referred to the Director of Risk Management or the Chief Compliance Officer. The Board of Directors of Boston Trust Walden Company, co-CEOs, Director of Risk Management of the Bank, and the Chief Compliance Officer of Boston Trust Walden Inc., are responsible for monitoring and enforcing the Code.

Boston Trust Walden intends to comply with the various regulations to which it may be subject, including FDIC Part 344, Rule 204a-1 of the Advisers Act, and Rule 17j-1 under the Investment Company Act of 1940 ( "40 Act”).

Boston Trust Walden's successful operation depends on its employees' competence and diligence, and reputation for honesty, integrity, and independence in business conduct. This Code identifies several guiding values, policies, and standards concerning ethical conduct.

Standards of Business Conduct

To perpetuate these values requires that each employee maintain high personal and professional standards below:

Compliance with Policy, Laws, and Regulations

Employees must comply with applicable policy, federal and state laws, including federal securities laws, rules, and regulations (copies are available from the Director of Risk Management or the CCO). If any policy, law, rule, or regulation appears unclear or ambiguous, employees must seek immediate assistance in determining the lawful and ethical action. In the event of a conflict between requirements, employees must comply with the stricter law, rule, or regulation. Employees must not engage in conduct involving dishonesty, fraud, or deceit or commit acts that reflect adversely on their professional reputation, integrity, or competence. Further, no Employee may knowingly violate any code of ethics of any professional organization they are a member. All Employees must follow the following standards:

Market Manipulation

Transaction-based or information-based activity intended to disrupt the securities markets' natural functioning is illegal and damaging to all market participants. Such action is unlawful and is prohibited.

ii.

Records and Accounts

Boston Trust Walden's records retention policies and procedures are developed under established law, including Rule 17j-1 and rule 204a-1, as applicable. All transactions must be recorded accurately, completely, and truthfully. Efforts to conceal or distort information is unacceptable conduct. The falsification of any record, account, or document may result in immediate dismissal.

iii.

Dealings with Auditors and Regulators

Employees must cooperate fully with audits, examinations, and inspections conducted by internal staff, external auditing firms, or outside regulatory agencies. Questions raised by auditors or regulators must be responded to candidly, and no employee may knowingly conceal adverse information in response to a question.

Boston Trust Walden Code of Ethics February 8, 2022

1 | Page

iv.

Misrepresentation

Employees must not knowingly make any misrepresentation relating to investment analysis, recommendations, actions, or other professional activities. A misrepresentation is any untrue statement or omission of a fact or any statement that is otherwise false or misleading.

Disclosures

Employees must comply with requirements to provide accurate disclosures, including but not limited to the requirement that SEC Form ADV includes a description of this Code and that the Code itself be made available to clients on request.

vi.

Illegal Activity

Boston Trust Walden will not permit questionable or illegal acts relative to its business. Any employee having such knowledge must immediately bring the information to the Director of Risk Management's attention.

vii.

Responsibilities of Supervisors

Employees must make reasonable efforts to ensure that anyone subject to their supervision or authority complies with applicable laws, rules, regulations, and this Code.

Confidentiality

All corporate, client, and vendor information (other than information that is public knowledge as a result of authorized disclosure) is confidential, privileged, and proprietary to Boston Trust Walden at all times during and following an individual's employment or directorship with Boston Trust Walden. Personal and proprietary information may be used only for legitimate purposes and must always be safeguarded. This section does not prohibit or limit an Employee from providing information under 17 CFR 240.21F-(1-17), (Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”), (15 USC 78u-6) “Securities Whistleblower Incentives and Protection”) related to whistleblowers who provide the Commission with original information about violations of the federal securities laws.

Confidentiality of Investment Decisions

Employees may not reveal to any person (except in the ordinary course of their duties on behalf of Boston Trust Walden) any information about securities transactions of a client or securities under consideration for purchase or sale by a client. Individuals in possession of any material nonpublic information (MNPI) regarding a security are prohibited from buying or selling such securities or advising any person to purchase or sell such securities.

ii.

Electronic Data

Information concerning Boston Trust Walden and its clients may be stored, processed, and transmitted via computer and telecommunications systems. Employees must comply with Boston Trust Walden's information security policies, standards, and procedures designed to protect confidential information.

iii.

Personnel Data

Our confidentiality policy includes protecting past and present employees' privacy by maintaining the confidentiality of personnel information. All inquiries regarding past or present Employees must be referred to the Director of Human Resources.

Boston Trust Walden Code of Ethics February 8, 2022

2 | Page

Duties to Clients

Loyalty, Prudence, and Care

Employees have a duty of loyalty to clients and must act with reasonable care and exercise prudent judgment. Employees must work for their clients' benefit and place their clients' interests before their interests or those of the Firm.

ii.

Fair Dealings

Employees must deal fairly and objectively with all clients when providing investment analysis, making investment recommendations, taking investment action, or engaging in other professional activities.

iii.

Suitability

When advising clients, portfolio managers must:

•

Make a reasonable inquiry into the clients’ investment objectives and financial circumstances and determine that an investment is suitable before taking investment action.

•

When applicable, and when such information is available, judge the suitability of investments in the context of the client’s total portfolio.

iv.

Performance Presentation

When communicating investment performance, Employees must make reasonable efforts to ensure that it is fair, accurate, and complete.

Diligence and Reasonable Basis

Investment analysts must exercise diligence, independence, and thoroughness in analyzing investments and have a reasonable basis, supported by appropriate research and investigation, for making investment recommendations.

vi.

Communication with Clients and Prospective Clients

Employees must disclose to clients and prospective clients the general principles of Boston Trust Walden's investment process and any significant limitations and risks associated with the process.

Employee Securities Reporting and Trading

Employees' securities transactions may adversely affect Boston Trust Walden and its clients by interfering with job responsibilities and creating real or apparent conflicts of interest. For these reasons, Boston Trust Walden has adopted restrictions applicable to personal securities transactions for Access Persons as defined below.

All Employees of Boston Trust Walden are Access Persons. Immediate family members sharing a household with a Boston Trust Walden employee are also Access Persons. Employees are solely responsible for ensuring that Immediate Family Members comply with the Boston Trust Walden Employee Securities and Trading provisions of this Code.

Disclosure of Personal Brokerage Accounts

Access Persons must disclose all Personal Brokerage Accounts:

within ten days of employment, and

immediately, when a new Account is opened,

Annually, as of January 31

Personal Brokerage Accounts includes any brokerage accounts in the name of an Access Person and the Access Person’s Immediate Family Member except Boston Trust Walden 401(k) accounts. Access Persons must disclose Retirement Plans of a prior employer(s) or 401(k) plans of Immediate Family Members if such accounts may invest in Boston Trust Walden Funds or other Reportable Securities.

Boston Trust Walden Code of Ethics February 8, 2022

3 | Page

Personal Brokerage Accounts does not include 529 Plans that are opened for immediate Family Members.

ii.

Establishment of Direct Feeds

Employees must submit Account information to the Risk Management Department in the format, manner, and timelines set forth by the Director of Risk Management.

Boston Trust Walden utilizes direct data feeds to monitor Access Person accounts. All Access Person’s must work with their broker and the Compliance Department to authorize the establishment of a direct feed for brokerage transactions and verify that it has been done.

Boston Trust Walden has three approved brokers:

•

Vanguard,

•

Fidelity, and

•

Charles Schwab

Access Persons may be required to close existing brokerage accounts and to establish accounts with an approved broker. This must be done within 45 days of employment.

iii.

Monitoring of Personal Securities Transactions

Boston Trust Walden monitors trading in Personal Brokerage Accounts and reserves the right to verify holdings in accounts holding non-reportable securities. Monitoring: (1) ensures that an Access Person is not putting their interest before that of Boston Trust Walden clients, (2) identifies possible insider trading or front running, (3) identifies conflicts of interest or the appearance of conflicts of interests created by an Access Person's personal securities trading, and (4) verifies that all accounts are properly recorded.

iv.

Quarterly Certification

Each Access Person must complete a Quarterly Certification no later than 30 days after the end of the calendar quarter containing information verifying:

Every transaction in a Reportable Security during the quarter in which the Access Person had any direct or indirect beneficial ownership as defined below; and

every Personal Brokerage Account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person.

Preclearance Requirements

Boston Trust Walden requires each Access Person to pre-clear certain securities that pose an increased risk of creating a conflict of interest or the appearance of a conflict of interest.

Employees may obtain preclearance by entering trading requests in the compliance monitoring system ("ComplySci"). Preclearance is valid through the next business day at the close of the US market following the approval.

Access Persons must wait for approval before placing the order with their broker. The preclearance process includes a multi-step review including compliance, trading, and the co-CEOs if necessary.

Employees must pre-clear the following transactions:

Trading in an equity security (see prohibition regarding trading in Small and SMID cap approved list securities).

Trading in a private placement, as defined by federal securities law.

Trading, directly or indirectly, in an agency, municipal or corporate bond when the market value AND par value of the bond is greater than $100,000.

Boston Trust Walden Code of Ethics February 8, 2022

4 | Page

For purposes of preclearance, Access Persons must consolidate all trades across all accounts each day. If all trades' aggregate value for a particular bond is greater than $100,000 across multiple Personal Brokerage Accounts, preclearance is required. Absent a compelling reason and prior approval; Access Persons will not be permitted to:

Trade, directly or indirectly in the Boston Trust Walden Funds during a period when Access Persons have been advised that Employee trading in specified Funds has been prohibited

Acquire any equity security in an initial public offering (“IPO”). Individuals rarely have the opportunity to invest in IPOs. An Access Person's IPO purchase, therefore, raises questions as to whether the Access Person is misappropriating an investment opportunity that should first be offered to eligible clients.

Engage in short-term trading (less than 30 days’ duration) of any security. This prohibition is measured at the asset level, not the tax lot level. For clarification, trading in an asset within 30 days is prohibited. If the employee fails to obtain a waiver, any profits realized on prohibited short term trades may be required to be disgorged.

Exceptions: The following Reportable Securities transactions do not require preclearance:

Transactions in Affiliated Open-End Mutual Funds.

Purchases or sales of Reportable Securities effected in any account over which the Access Person has no direct or indirect influence or control of security transactions in the reasonable estimation of the Director of Risk Management. This exemption applies to Personal Brokerage Accounts for which a third party, such as a broker or financial advisor, makes all investment decisions on behalf of the Access Person, and the Access Person does not discuss any specific transactions for the account with the third-party manager.

Non-volitional transactions (such as stock splits, dividends, corporate actions, etc.).

Note: The preceding are exceptions to the Preclearance Rule only; other provisions of this Code may apply.

Boston Trust Walden's Director of Risk Management or the Compliance Manager may deny any transaction requiring preclearance under this Preclearance Rule, even if nominally permitted under the Code, if necessary for the protection of the Client or the Firm.

Access Person Trading Prohibition

Access Persons may not purchase any security on the Small Cap, or SMID Cap Approved List. If an Access Person owns a security on the Small Cap or SMID Cap Approved Lists, they may continue to hold the security but must obtain preclearance before selling the security.

vi. Investment Professional Trading

Boston Trust Walden Portfolio Managers, Traders, and Investment Analysts ("Investment Professionals") have a duty of loyalty to Boston Trust Walden clients. They must act for clients' benefit and place clients' interests and the firms' interests before their interest. Investment transactions for clients must have priority over investment transactions in Personal Brokerage Accounts.

Investment Professionals may not generate personal securities transactions in Equity Securities on a day in which they have executed a securities transaction in a client account in the same security until that order is executed or withdrawn.

The Co-CEO’s review transactions by Investment Professionals to ensure that Investment Professionals do not place their own interests before those of the Firm’s clients.

Boston Trust Walden Code of Ethics February 8, 2022

5 | Page

Definitions:

"Reportable Security" shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, and Rule 204A-1 of the Advisers Act as amended, and includes common stocks, preferred stocks, stock options (put, call and straddle), debt securities, ETFs, UIT ETFs, closed-end funds; affiliated open-end mutual funds and municipal securities.

"Access Person" means all employees of Boston Trust Walden unless the Co-CEO’s granted a waiver.

"Beneficial Ownership" means ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares a direct or indirect pecuniary interest in a security.

“Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

ii.

“Indirect Pecuniary Interest” includes, but is not limited to:

(a)

Securities held by Immediate Family Members sharing the same household, or

(b)

A general partner’s proportionate interest in portfolio securities held by a general or limited partnership, or

(c)

A person's right to dividends that are separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities), or

(d)

A person’s interest in securities held by a trust, or

(e)

A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

Employees are presumed to have Beneficial Ownership in, and so an obligation to report, the securities held by their Immediate Family Members. Note that Boston Trust Walden policies and procedures concerning personal securities transactions also apply to transactions by a spouse, domestic partner, child, or other Immediate Family Member residing in the Employees' household. See the definition of "Immediate Family Member" in this section.

“Personal Brokerage Accounts” means brokerage accounts in the name of an Access Person or Immediate Family Member.

Personal Brokerage Accounts include accounts in which an Access Person may hold or acquire Reportable Securities, even though the account currently has only non-Reportable Securities (such as unaffiliated open-end mutual funds).

ii.

Personal Brokerage Accounts include 401(k) plans of an Access Person's prior employer(s) and any Individual Retirement Account if they can invest in the Boston Trust Walden Funds or other Reportable Securities.

The meaning of “Personal Brokerage Account” does not include the following: open-end mutual funds held directly with the sponsor in an account that is not capable of transacting in Reportable Securities; 401(k) accounts that may only hold non-affiliated open-end mutual funds; other accounts that cannot transact in Reportable Securities as determined by the Compliance Department; and direct-purchase accounts such as "DRIP" plans.

Immediate Family Members – means an Access Person's spouse, domestic partner, or other relatives who shares the employee's household.

Note: Employees are required to provide Immediate Family Members with a copy of the Boston Trust Walden Code of Ethics.

Boston Trust Walden Code of Ethics February 8, 2022

6 | Page

vii. Classification of Securities as Non- Reportable

Non-Reportable securities are:

Direct obligations of the United States Government,

Money market instruments, certificates of deposit, shares of money market funds,

Non-affiliated open-end mutual funds (funds not advised or sub-advised by BTWI),

Transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds. Note: This exception extends only to open-end funds registered in the US; therefore, transactions and holdings in offshore funds are reportable,

Securities purchased as part of an automatic investment plan,

Exercise of stock options received related to employment compensation, or

Investments in non-publicly traded companies such as family businesses.

For purposes of clarification, any security not classified as Non-Reportable is considered Reportable, including but not limited to:

Bonds issued by entities other than the United States Government (e.g., government agencies, municipalities, and corporations)

Equity securities

Any derivative instrument, including options on securities, indexes and currencies.

Exchange-Traded Funds (ETFs)(ETNs)(ETPs) (but do not require preclearance)

BTWI advised mutual funds or any open-end registered investment company for which Boston Trust Walden serves as a sub-adviser

viii. Prohibited Holdings

Crowdfunding Offering

No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Crowdfunding Offering except with the prior written approval of the Compliance Department.

ix. Waiver of Pre-Clearance of Employee Personal Accounts and Transactions

Family members of Employees who are subject to this Code may also be subject to other codes of ethics under a federal securities law substantially similar to this Code. At the discretion of the Director of Risk Management, Boston Trust Walden may recognize compliance with another federal securities law compliant code of ethics as sufficient for meeting the Boston Trust Walden requirements concerning the Code. Boston Trust Walden reserves the right to nullify this exception at any time.

The Director of Risk Management may waive the preclearance requirements, but not the quarterly transaction reporting, of Family Members under the following circumstances:

The Director of Risk Management receives a copy of federal securities law compliant Code of Ethics to which the Family Member is subject or certification of same.

The Employee and the Family Member certify that they have and will abide by the respective Codes' confidentiality provisions.

The Family Member certifies that he or she will report any violations of the Code of ethics to which they are subject.

The Director of Risk Management receives a quarterly or more frequent transaction report of the Family Member's accounts.

Boston Trust Walden Code of Ethics February 8, 2022

7 | Page

x. Compliance Table

Access persons (including Family Members) may refer to the Personal Trading Compliance Table of Securities Reporting and Trading Restrictions attached to the Code as Exhibit A.

i. Exceptions

Exceptions to the Employee Personal Trading rules must be approved in writing by the Co-CEOs or the Director of Risk Management. In all circumstances, Access Persons must place the interests of clients above their personal financial interests.

Conflicts of Interest

Employees must avoid situations in which their personal interests conflict with, or appear to conflict with, the interests of Boston Trust Walden or its clients. A possible conflict of interest exists whenever employees or family members have an interest in an entity or matter that may influence a decision or cloud the judgment the employee may have to exercise in the discharge of his or her responsibilities to Boston Trust Walden or its clients.

Disclosure of Conflicts

Employees must disclose to the Director of Risk Management all matters that could interfere with their duty to Boston Trust Walden, or with their ability to render unbiased and objective advice or reasonably give the appearance of a conflict of interest. The Director of Risk Management shall report any potential or real conflicts to the Executive Managing Directors. The Chief Compliance Officer shall report any potential or actual conflicts to the President of the Funds if applicable. Employees may not make any untrue statement of a material fact to a client.

ii.

Self-dealing

Employees may not self-deal or use their position with Boston Trust Walden to gain a personal advantage. Employees may not accept a business opportunity that is not available to other persons, or that is only available by virtue of the employee's position with Boston Trust Walden.

iii.

Personal Business

Each employee must manage his or her personal and business affairs to avoid situations that might lead to a conflict, or even the appearance of a conflict, between his or her interest and duty to Boston Trust Walden and its clients.

iv.

Personal Use of Boston Trust Walden Property

Employees must exercise particular care in the use of Boston Trust Walden systems, supplies, or other property. The use of such property for personal reasons is to be avoided, use of such property for outside business activities is prohibited, and in no event should such use interfere with the performance of any Employee’s duties to Boston Trust Walden.

Gifts and Entertainment

Client Related Gifts

Employees must provide impartial and courteous service to all clients, without anticipation of any reward. To avoid the implication of impropriety, employees are prohibited from accepting anything of value from clients or prospective clients unless it is expressly permitted below:

The acceptance of cash or cash equivalents (such as gift certificates or cards), stocks, bonds or other securities, promissory notes, or any similar form of a monetary or financial gift, gratuity, or award is absolutely prohibited. No exception may be granted to this provision.

Boston Trust Walden Code of Ethics February 8, 2022

8 | Page

Employees are prohibited from receiving gifts of more than de minimis value (less than $100) per year from a client. *Gifts less than $100 must be reported. See “vi. Report of Gifts”

Acceptance of tickets to theatre, professional sporting, and other events of any value is prohibited without the specific written approval of an Executive Managing Director or the Director of Risk Management.

Employees or their family members may not accept a bequest or legacy under a will or trust of property or an interest in property of any kind from a client unless the client is a relative of the employee or a person who has never dealt with the employee as a representative of Boston Trust Walden.

ii.

Retirement or Other Life Event Gifts

On occasion, an employee may receive a personal gift from a client related to a life event such as a promotion, wedding, retirement, etc., which would exceed the general rule specified above. These gifts must be promptly reported and reviewed by the Co-CEOs for reasonableness, propriety, and consistency with this policy. Such review and approval must be documented in writing and provided to the Director of Risk Management.

iii.

Vendor Related Gifts

To avoid the appearance of a conflict of interest, employees must follow the guidelines concerning receipt of gifts from vendors or prospective vendors must be followed:

Other than nominal gifts received from vendors or consultants, including holiday food items or items with the vendor's logo and valued at $25 or less (e.g., pens, keychains, notepads), Employees must decline gifts, favors, and other forms of consideration from persons doing business with or hoping to do business with Boston Trust Walden. Employees may attend business events sponsored by vendors, at no cost to Boston Trust Walden, such as training, continuing education, seminars, and the like.

The receipt of gifts from broker-dealers is prohibited. In furtherance of this policy, Boston Trust Walden will periodically advise vendors of this policy. Boston Trust Walden recognizes that during the holiday season, vendors will send unsolicited items of food; such gifts will be shared firm-wide.

iv.

Personal Entertainment and Gift Exclusion

The following are specifically exempted from the definition of gift under this Code:

Family or Personal Relationship – receipt of a gift based on a family or personal relationship independent of Boston Trust Walden relationship

Available to General Public – receipt of a benefit available to the public under the same conditions on which it is available to an Employee

Civic or Charitable Award - A civic or charitable organization award

Exception Approval

Employees of Boston Trust Walden may accept gifts that do not comply with the above guidelines only upon written approval of the Director of Risk Management. Decisions should be based on a legitimate business need and on a determination that the gift is not made or offered to influence business decisions. Documentation of approvals must be provided to the Risk Management Department.

vi.

Report of Gifts

Employees of Boston Trust Walden are required to report gifts received from clients and consultants other than nominal gifts received from vendors or consultants (includes a logo and would be valued at $25 or less, e.g., pens, keychains, or notepads).

Boston Trust Walden Code of Ethics February 8, 2022

9 | Page

Gifts should be reported through ComplySci and done so promptly upon receipt, preferably by the month-end following receipt of the gift.

Entertainment

It is generally accepted business practice to provide entertainment to, or accept entertainment from, persons in connection with a current or prospective business relationship with Boston Trust Walden or its clients, provided the entertainment is not so lavish that the employee would likely feel compelled to act in a manner inconsistent with the interests of Boston Trust Walden or its clients.

Acceptance of meals, refreshments, or entertainment, is acceptable if the purpose of the meeting is to hold bona fide business discussions or to foster better business relations, provided that the expense would be paid for by Boston Trust Walden as a reasonable business expense if not paid for by another party. Accepting entertainment in the form of an occasional social, hospitality, charitable, sporting, entertainment, or leisure event; so long as the entertainment is neither so frequent nor so extensive as to raise questions of propriety (for example, frequent or extravagant meals paid for by the same person) is acceptable only if the employee is accompanied by the person who has, or intends to have, a business relationship with Boston Trust Walden. If the person paying for the item does not attend the event, the event constitutes a "gift" subject to the limitations on receiving gifts above.

Trading

i. Insider Trading and Misuse of Nonpublic Information

Federal law prohibits anyone in possession of material nonpublic information (MNPI) about any publicly traded company from using the information for personal gain or for the gain of others (including clients). Employees are prohibited from trading (either directly or through others) or recommending trading in a security of a publicly-traded company about which he or she has material nonpublic information – whether acquired directly or via a "tip" from another. This prohibition also applies to Employees' immediate families (spouse, domestic partner, children, and other relatives, by marriage or otherwise, sharing his or her household). Adherence to the Insider Information Policy is mandatory.

Information is "material" when the information is such that a substantial likelihood exists that a reasonable investor would consider it important in making investment decisions.

Information is "inside" when it has not been publicly disseminated. Even though the information has been released to the media, information is still considered "inside" until there has been sufficient time for the general dissemination of the information.

Anyone in possession of material inside information must not trade in or recommend the purchase or sale of the securities concerned until the information is properly disclosed and disseminated to the public.

Outside Activities

Outside Employment

Employees of Boston Trust Walden may not engage in outside employment that interferes, competes, or conflicts with Boston Trust Walden's interests or impairs their ability to meet regular job responsibilities. No Employee of Boston Trust Walden may serve as an officer, director, employee, or consultant of a firm engaged in the investment management business.

All outside employment must be precleared by an executive managing director and reporting timing in ComplySci. Annually, or upon request of the Compliance Department, employees must attest to any outside business.

ii.

Terminating Employment

Employees are prohibited from contacting existing clients or potential clients for the purpose of soliciting their business for a new employer before leaving Boston Trust Walden and for the period of time after their departure as agreed to in any written agreement. Employees must not take work product, proprietary information, or client records or files, in any format, to a new employer without specific written permission from Boston Trust Walden.

Boston Trust Walden Code of Ethics February 8, 2022

10 | Page

iii.

Directorships of Profit-Making Companies

Directorship appointments of an outside profit-making company may create a conflict of interest. Employees must obtain written approval from a Co-Chief Executive Officer prior to accepting any directorship of a profit-making company.

iv.

Civic Activities

Boston Trust Walden encourages Employees to be involved in civic and charitable activities within their communities. However, Employees must not engage in outside activities that interfere, compete, conflict, or may potentially conflict with the interests of Boston Trust Walden, or impair their ability to meet their regular responsibilities to Boston Trust Walden.

Approval is not required to participate in or accept appointment as a trustee, director, or officer of a non-profit organization unless there is a client relationship or some other potential conflict of interest between the organization and Boston Trust Walden. If there is a client relationship or other potential conflict of interest, obtain written approval of a Co-Chief Executive Officer prior to accepting appointment as a trustee, director or officer.

Political Activities

Employees may participate in political activities on their own time and in accordance with their individual desires and political preferences. However, it must be clear at all times that an Employee’s participation is as an individual and not as a representative of Boston Trust Walden. It is Boston Trust Walden’s policy not to make political contributions with Firm funds.

The following are considered Covered Associates of the Firm:

(i) the Presidents of Boston Trust Walden and BTWI;

(ii) all members of the Boards of Directors of Boston Trust Walden and BTWI;

(iii) all members of the marketing department of Boston Trust Walden;

(v) all Portfolio Managers of Boston Trust Walden or BTWI; and

(vi) the Director of Shareholder Engagement.

The Director of Risk Management will maintain a list of Covered Associates.

vi.

Political Contributions by Covered Associates

Rule 206(4)-5 of the Investment Advisers Act of 1940 prohibits an investment adviser from providing advisory services for compensation to a government client for two years after the adviser or certain of its employees make a contribution to certain elected officials or candidates.

vii.

Preclearance of Political Contributions by Covered Associates

Covered Associates must pre-clear all political contributions (including those of a spouse or domestic partners) to ensure that Covered Associates do not make political contributions to officials of public entities for which Boston Trust Walden provides or may provide investment management services. An Executive Managing Director, the Director of Risk Management, or the Chief Compliance Officer is authorized to pre-clear political contributions.

For purposes of this policy, primary and general elections are considered separate elections. Generally, de minimus political contributions of $350 per state or local election to candidates or elected officials for whom a Covered Associate is entitled to vote or $150 to candidates or elected officials for whom a Covered Associate is not entitled to vote will be approved.

Boston Trust Walden Code of Ethics February 8, 2022

11 | Page

viii.

Covered Associate Political Contributions Reporting

All Covered Associate must provide a quarterly (within thirty days of quarter-end) statement through ComplySci disclosing all political contributions made to elected officials or candidates for public office.

ix.

Compensation, Consulting Fees, and Honoraria

Employees who have received proper approval to serve as an officer, director, or employee of an outside organization or to engage in other outside employment may retain all compensation paid for such service unless the terms of the approval provide to the contrary. Honoraria received by an employee for publications, public speaking appearances, instructing courses at educational institutions or banking schools, etc., may be retained by the employee.

Fiduciary Appointments

Employees are prohibited from accepting appointments as executor, trustee, guardian, conservator, or other fiduciary or any appointment as consultant in connection with fiduciary matters related to a client of Boston Trust Walden. In exceptional circumstances, and only when in the best interest of BTW, a CEO may approve an exception, which must be documented in writing and provided to the General Counsel (for recordkeeping purposes). In any event, an Employee named as a personal fiduciary is prohibited from receiving compensation individually as a result of the fiduciary appointment.

Employees may, in their individual capacity, serve as a fiduciary, without compensation, for an account established by a Boston Trust Walden colleague or a third party without the approval of a Co-Chief Executive Officer; however, such relationships must be disclosed by an employee upon request.

xi.

Reporting of Outside Affiliations

Employees are required to respond fully and accurately to requests to disclose all outside affiliations.

J. Internal Compliance and Reporting (Whistleblower) Procedure

All Employees should report violations or potential violations of Federal and State securities laws to the Director of Risk Management or to a Co-Chief Executive Officer, the Chief Compliance Officer of Boston Trust Walden Inc., or the President of The Boston Trust Walden Funds as soon as possible after they are discovered. If an Employee is unclear whether a situation is a violation of a Federal or State securities law, he/she should seek guidance from the Director of Risk Management or the CCO.

Any employee who wishes to make report a violation anonymously my do so by mail to the following address:

Boston Trust Walden Company

Attn: Director of Risk Management

1 Beacon Street, Boston, MA 02108

The Director of Risk Management is responsible for analyzing any reported matter and determining, in consultation with other appropriate Boston Trust Walden personnel, whether it is an actual securities law violation. The Director of Risk Management will escalate the matter, as appropriate. If the matter relates to the Funds, the CCO, Director of Risk Management, or the President of the Funds Board will report the matter to the Chief Compliance Officer of the Funds.

Boston Trust Walden is committed to prohibiting retaliation against those who report, oppose, or participate in the investigation of alleged wrongdoing in the workplace. Retaliation is not tolerated, and retaliatory acts will lead to disciplinary action up to and including termination of employment.

Administration and Enforcement of the Code

Employee Responsibility

It is always each employee's responsibility to be familiar with the Code and to abide by the letter and spirit of the Code's provisions and principles.

Boston Trust Walden Code of Ethics February 8, 2022

12 | Page

At Hiring

Employees are provided a copy of the Code when they join Boston Trust Walden. They are asked to review this document and to acknowledge their receipt and understanding of the Code by completing an attestation on ComplySci.

ii.

Periodically Thereafter

Annually, each employee will be asked to acknowledge receipt and understanding of the Code. In addition, managers are encouraged to review the Code with Employees whenever they deem it appropriate.

Responsibility for Approval

The Boards of Directors of both Boston Trust Walden and BTWI are responsible for approving this Code of Ethics and any material changes.

Responsibility for Administration

The Boards of Directors, through the Executive Managing Directors, the Director of Risk Management, and Chief Compliance Officer, are responsible for monitoring, interpreting, and enforcing the Code, as well as ensuring that the policies and procedures necessary to support adherence to the Code are in place.

Exceptions/Review

In the rare circumstance where an exception is warranted, an Executive Managing Director or the Director of Risk Management is authorized to provide exception approval. No individual may approve a personal security transaction in which he or she is involved personally. Under no circumstances may any employee, regardless of position, approve exceptions to the provisions of the Code in matters involving his or her own personal interest.

ii.

Recordkeeping

Records associated with this Code, including, but not limited to the following, will be maintained as required by federal regulations by the Director of Risk Management:

Historical versions of the Code itself

Acknowledgments of receipt of the Code

Holdings and transactions reports

Preclearance and exception approvals; and

Reports of any violations and related outcomes

iv.

Annual Report to Board of Directors

The Director of Risk Management will make a report at least as often as annually to The Board of Directors of Boston Trust Walden Company, noting issues that have arisen concerning the Code, known violations, and sanctions since the date of the last report.

Reporting Violations

Personal honesty demands an atmosphere that fosters personal candor; maintaining that atmosphere is a high priority at Boston Trust Walden. An employee who has knowledge of an apparent violation of the Code, or of any questionable action affecting Boston Trust Walden, must report his or her knowledge to the Director of Risk Management or to the Chief Compliance Officer.

Boston Trust Walden Code of Ethics February 8, 2022

13 | Page

The act of reporting a questioned situation does not necessarily imply that a violation exists but affords the opportunity for its review. These individuals are responsible for reviewing such matters without bias to the reputation of the person in question. By going directly to the Director of Risk Management or Chief Compliance Officer and explaining the circumstances of his or her suspicions, the employee protects himself or herself and the reputation of any other person if it is determined that there has been a misunderstanding or that the transaction in question is not in violation of the Code. Such a report can be in writing or orally and may be made anonymously. The identity of an Employee who reports such information is confidential and no reprisal will be taken against the employee even if after an investigation the allegation is determined to be unfounded, provided such report is made in good faith.

vi.

Sanctions

Violation of the Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability that might be imposed by Federal or State regulatory agencies or courts.

Boston Trust Walden Code of Ethics February 8, 2022

14 | Page

Exhibit A.

Personal Trading Compliance Table of Securities Reporting and Trading Restrictions

Security Type	Covered (Yes/No)	Account required to be disclosed in Complysci?	Trade Pre- Clearance (Yes/No)
Stocks	Yes	Yes	Yes
Stocks on the Small Cap and SMID Cap Approved Lists	Yes	Yes	*TRADING PROHIBITED Pre-clear to sell
US Government securities, money market funds	No	Yes	No
Other fixed income securities (includes corporate, agencies, or municipals)	Yes	Yes	Yes, If par value and MV of trade > $100K
Options/Derivatives of covered securities	Yes	Yes	Yes
Initial Public Offering	Yes	Yes	Yes
Private Placements of securities as defined by federal securities law (stocks)	Yes	Yes	Yes
Proprietary Mutual Funds (Boston Trust or Boston Trust Walden fund)	Yes	Yes	No
Non-Proprietary Mutual funds	No	Yes	No
Exchange-Traded Funds (ETF, ETN, ETP)	Yes	Yes	No

Current Version Date: Revised 2/8/2022

Current Version Effective date: 2/8/2022

Prior Code Version Dates: 2/7/2021 as revised 2/11/2020, 1/7/2005, 12/13/2006, 1/1/2008, 2/11/2009, 5/5/2009, 2/10/2010 and 2/8/2011, 2/8/12; 5/8/2013, 2/26/2014, 6/2/2014, 2/11/2015, 8/12/2015, 5/10/2016, 2/14/2017, 2/13/2018, 2/12/2019

Boston Trust Walden Code of Ethics February 8, 2022

15 | Page

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