BOSTON TRUST & WALDEN FUNDS (Form: 485BPOS, Received: 07/27/2012 16:29:07)

As filed with the Securities and Exchange Commission on July 27, 2012

Securities Act No. 33-44964

Investment Company Act File No. 811-6526

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x

	Pre-Effective Amendment No.	o

	Post-Effective Amendment No. 143	x

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x

	Amendment No. 145	x

THE BOSTON TRUST & WALDEN FUNDS

(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219

(Address of Principal Executive Offices)

Registrant’s Telephone Number: (614) 470-8000

Michael V. Wible

Thompson Hine LLP

41 S. High Street,

Suite 1700 Columbus, Ohio 43215

(Address of Agent for Service)

With Copies to:

Jennifer Hankins

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, Ohio 43219

It is proposed that this filing will become effective (check appropriate box)

o immediately upon filing pursuant to paragraph (b)

x on (August 1, 2012) pursuant to paragraph (b)

o 60 days after filing pursuant to paragraph (a)(1)

o on (date) pursuant to paragraph (a)(1)

o on 75 days after filing pursuant to paragraph (a)(2)

o on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

PROSPECTUS

Boston Trust Asset Management Fund (BTBFX)

Boston Trust Equity Fund (BTEFX)

Boston Trust Midcap Fund (BTMFX)

Boston Trust SMID Cap Fund (BTSMX)

Boston Trust Small Cap Fund (BOSOX)*

Walden Asset Management Fund (WSBFX)

Walden Equity Fund (WSEFX)

Walden Midcap Fund (WAMFX)

Walden SMID Cap Innovations Fund (WASMX)

Walden Small Cap Innovations Fund (WASOX)*

*Closed to new investors

Prospectus dated August 1, 2012

Neither the Securities and Exchange Commission nor any other regulatory body has approved the securities being offered by this prospectus or determined whether this prospectus is accurate and complete. It is unlawful for anyone to make any representation to the contrary.

Table of Contents

Fund Summary		1
1	Boston Trust Asset Management Fund	1
3	Boston Trust Equity Fund	3
5	Boston Trust Midcap Fund	5
7	Boston Trust SMID Cap Fund	7
9	Boston Trust Small Cap Fund	9
11	Walden Asset Management Fund	11
13	Walden Equity Fund	13
15	Walden Midcap Fund	15
17	Walden SMID Cap Innovations Fund	17
19	Walden Small Cap Innovations Fund	19

More About Investment Objectives, Strategies and Risks		21
21	Investment Objectives and Strategies	21
26	Investment Risks	26
27	Disclosure of Portfolio Holdings	28
27	The Walden Funds — Environmental, Social and Governance Guidelines	28

Shareholder Information		30
29	Pricing of Fund Shares	30
29	Purchasing and Adding to Your Shares	30
31	Selling Your Shares	32
32	Exchanging Your Shares	33
32	Dividends, Distributions and Taxes	33

Fund Management		35
34	The Investment Adviser	35
35	Portfolio Managers	36
35	The Distributor and Administrator	36

Financial Highlights		37
36	Boston Trust Asset Management Fund	37
37	Boston Trust Equity Fund	38
38	Boston Trust Midcap Fund	39
39	Boston Trust SMID Cap Fund	40
40	Boston Trust Small Cap Fund	41
41	Walden Asset Management Fund	42
42	Walden Equity Fund	43
43	Walden Midcap Fund	44
44	Walden SMID Cap Innovations Fund	46
45	Walden Small Cap Innovations Fund	45

		August 1, 2012
Boston Trust Asset Management Fund		Fund Summary

Investment Goals

The Boston Trust Asset Management Fund (formerly, Boston Trust Balanced Fund) seeks long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust Asset Management Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses:
Recoupment(1)	0.03	%
Other Operating Expenses(2)	0.22	%
Total Annual Fund Operating Expenses	1.00	%

(1)		Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The Adviser may seek recoupment of fees waived or expenses reimbursed within three fiscal years after fees were waived or expenses reimbursed if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses.
(2)		Other Expenses have been restated to reflect current fees.

Example: The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes a $10,000 investment, a 5% annual return, redemption at the end of each period and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year		3 Years		5 Years		10 Years
$	102	$	318	$	552	$	1,225

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 18.70% of the average value of its portfolio.

Principal Investment Strategies

The Fund invests in stocks, bonds and money market instruments, with at least 25% of the Fund’s assets invested in fixed-income securities, such as U.S. government and agency securities, corporate bonds and money market funds, and at most 75% of the Fund’s assets invested in a diversified portfolio of domestic equity securities, such as common and preferred stock. The Fund invests at least 25% of its assets in equity securities at all times. The Fund may invest in companies of any size, but generally focuses on large capitalization companies. The portion of the Fund invested in equity and fixed income securities will vary based on the Adviser’s assessment of the economic and market outlook and the relative attractiveness of stocks, bonds and money market instruments. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. The Fund will purchase fixed income securities that are primarily rated investment grade, but may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade.

Principal Investment Risks

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of Boston Trust Investment Management, Inc. (the “Adviser”) or Boston Trust & Investment Management Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are the main risks of investing in the Fund.

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of a Fund’s shares, can fluctuate — at times dramatically.

Small and Mid Cap Company Risk: These companies may be subject to greater market risks and fluctuations in value than large capitalization companies and may not correspond to changes in the stock market in general.

Interest Rate Risk: Interest rate risk refers to the risk that the value of the Fund’s fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value as rates increase.

Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in a Fund’s portfolio. Non-investment grade corporate debt securities are commonly referred to as “junk bonds” and may be regarded as speculative.

Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse political, social and economic developments and differing auditing and legal standards. These risks are magnified in “emerging markets.”

www.btim.com

www.waldenassetmgmt.com

Government Risk: The U.S.government’s guarantee of ultimate payment of principal and timely payment of interest on certain U.S. government securities owned by the Fund do not imply that the Fund’s shares are guaranteed or that the price of the Funds’ shares will not fluctuate.

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q3 2009		Q4 2008
8.56%;		(9.61)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for the Fund was 6.10%.

Average Annual Total Returns (as of December 31, 2011)	1 Year		5 Years		10 Years
Boston Trust Asset Management Fund
Before Taxes	3.61	%	4.13	%	5.38	%
After Taxes on Distributions	3.39	%	3.59	%	4.72	%
After Taxes on Distributions and Sale of Fund Shares	2.64	%	3.40	%	4.44	%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)	2.11	%	(0.25	)%	2.92	%
Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)	8.74	%	6.55		5.85	%
Citigroup 90-Day U.S.Treasury Bill (reflects no deduction for fees, expenses or taxes)	0.08	%	1.36	%	1.85	%

After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. The after-tax returns are not relevant if you hold your Fund shares in tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRA”).

Portfolio Management

Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	Domenic Colasacco, CFA, President, Since 1995

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

You can buy or sell shares of the Fund on any business day by mail (Boston Trust & Walden Funds, One Beacon Street, Boston, MA 02108), by telephone (1-800-282-8782, ext 7050), or through your investment representative. You can pay for shares by check or wire transfer.

Dividends, Capital Gains and Taxes

The Fund’s distributions are taxable as ordinary income and/or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. Such tax deferred arrangements may be taxed later upon withdrawal of monies from these arrangements.

Potential Conflicts of Interest

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund and its related companies may pay the intermediary an ongoing fee for providing administrative and related shareholder services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your salesperson to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s web site for more information.

		August 1, 2012
Boston Trust Equity Fund		Fund Summary

Investment Goal s

The Boston Trust Equity Fund seeks long-term capital growth through an actively managed portfolio of stocks.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust Equity Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses:
Recoupment(1)	0.01	%
Other Operating Expenses(2)	0.24	%
Total Annual Fund Operating Expenses	1.00	%

(1)		Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The Adviser may seek recoupment of fees waived or expenses reimbursed within three fiscal years after fees were waived or expenses reimbursed if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses.
(2)		Other Expenses have been restated to reflect current fees.

Exampl e: The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes a $10,000 investment, a 5% annual return, redemption at the end of each period and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

1 Year		3 Years		5 Years		10 Years
$	102	$	318	$	552	$	1,225

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of domestic equity securities, such as common and preferred stock. The Fund may invest in companies of any size, but generally focuses on large capitalization companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to Investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

www.btim.com

www.waldenassetmgmt.com

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q2 2009		Q4 2008
14.14%		(18.50)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for Fund was 7.47%

Average Annual Total Returns (as of December 31, 2011)	1 Year		5 Years		Since Inception (10/1/03)
Boston Trust Equity Fund
Before Taxes	1.61	%	2.63	%	5.48	%
After Taxes on Distributions	1.47	%	2.45	%	5.22	%
After Taxes on Distributions and Sale of Fund Shares	1.24	%	2.24	%	4.73	%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)	2.11	%	(0.25	)%	4.69	%

Portfolio Management

Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	Domenic Colasacco, CFA, President, Since 2003

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

		August 1, 2012
Boston Trust Midcap Fund		Fund Summary

Investment Goals

The Boston Trust Midcap Fund seeks long-term capital growth through an actively managed portfolio of stocks of middle capitalization (“midcap”) companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust Midcap Fund.

Shareholder Fees (fees paid directly your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.38	%
Total Annual Fund Operating Expenses	1.13	%
Fee Waiver and/or Expense Reimbursement(2)	(0.13	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%

(1) Other Expenses have been restated to reflect current fees.

(2) Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00%. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$	102	$	346	$	610	$	1,363

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stock of domestic midcap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines midcap companies as those with market capitalizations within the range encompassed by the Russell Midcap Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell Midcap Index was between $1.27 billion and $19 billion.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

Mid Cap Company Risk: These companies may be subject to greater market risk and fluctuations in value than large capitalization companies and may not correspond to changes in the stock market in general.

www.btim.com

www.waldenassetmgmt.com

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q2 2009		Q4 2008
18.26%		(21.85)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for the Fund was 7.23%.

Average Annual Total Returns (as of December 31, 2011)	1 Year		Since Inception (9/24/07)
Boston Trust Midcap Fund
Before Taxes	0.71	%	4.17	%
After Taxes on Distributions	0.14	%	3.86	%
After Taxes on Distributions and Sale of Fund Shares	1.22	%	3.54	%
Russell Midcap ® Index (reflects no deduction for fees, expenses or taxes)	(1.55	)%	(0.24	)%

Portfolio Management

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Manager:		Stephen Amyouny, CFA, Since 2007

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds
c/o Boston Trust & Investment Management Company
One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

August 1, 2012

Boston Trust SMID Cap Fund

Fund Summary

Investment Goals

The Boston Trust SMID Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small to middle (“mid”) capitalization companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust SMID Cap Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses	1.43	%
Total Annual Fund Operating Expenses	2.18	%
Fee Waiver and/or Expense Reimbursement(1)	(1.18	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%

(1) Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00%. The expense limitation agreement may be terminated automatically by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$	102	$	568	$	1,061	$	2,421

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stock, of domestic small and mid cap companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. The size of companies in the Russell 2500 Index may change with market conditions. In addition, changes to the composition of the Russell 2500 Index can change the market capitalization range of the companies included in the index. As of June 30, 2012, the market capitalization range of the Russell 2500 Index was between $53 million and $7.3 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of a Fund’s shares, can fluctuate — at times dramatically.

Small to Mid Cap Company Risk: These companies, which may be newer and have limited product lines, may be subject to greater market risks and fluctuations in value than large capitalization companies and may not correspond to changes in the stock market in general.

Performance

The Fund has less than a full year of investment operations, thus no performance information is presented for the Fund at this time. In the future, performance information will be presented in this section of the prospectus. Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually. Updated performance information will be available at no cost by visiting www.btim.com or by calling 1-800-282-8782, extension 7050.

www.btim.com

www.waldenassetmgmt.com

*Portfolio Management*

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Managers:		Kenneth Scott, CFA, since 2011
		Stephen Franco, CFA, since 2011
		Heidi Vanni, CFA, since 2011

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Order:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest


	August 1, 2012
Boston Trust Small Cap Fund	Fund Summary

Investment Goals

The Boston Trust Small Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust Small Cap Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.31	%
Total Annual Fund Operating Expenses	1.06	%
Fee Waiver and/or Expense Reimbursement(2)	(0.06	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%

(1) Other Expenses have been restated to reflect current fees.

1 Year		3 Years		5 Years		10 Years
$	102	$	331	$	579	$	1,289

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stock of domestic small cap companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell 2000 Index was between $53 million and $3.7 billion.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

Small Cap Company Risk: These companies may be subject to greater market risks and fluctuations in value than large capitalization companies and may not correspond to changes in the stock market in general.

www.btim.com

www.waldenassetmgmt.com

Performance

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The quoted performance for the Fund reflects the performance of a collective investment fund (the “Collective Fund”) that was previously managed with full investment authority by the parent company of the Fund’s Adviser prior to the establishment of the Fund on December 16, 2005. The assets of the Collective Fund were converted into assets of the Fund upon the establishment of the Fund. The performance of the Collective Fund has been restated to reflect the net expenses (after applicable fee waivers and expense reimbursements) of the Fund for its initial year of investment operations. The Collective Fund was not registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore not subject to certain investment restrictions imposed by the 1940 Act. If the Collective Fund had been registered under the 1940 Act, its performance may have been adversly affected. Of course, the Fund’s past performance is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available at no cost by visiting www.btim.com or by calling 1-800-282-8782, extension 7050.

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q2 2009		Q4 2008
20.53%		(21.72)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for the Fund was 5.50%.

Average Annual Total Returns
(as of December 31, 2011)	1 Year		5 Years		10 Years
Boston Trust Small Cap Fund
Before Taxes	(0.64	)%	5.35	%	8.44	%
After Taxes on Distributions	(1.93	)%	4.69	%	N/A
After Taxes on Distributions and Sale of Fund Shares	0.89	%	4.43	%	N/A
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes)	(4.18	)%	0.15	%	5.62	%

Portfolio Management

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Manager:		Kenneth Scott, CFA, Since 2005

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

		August 1, 2012
Walden Asset Management Fund		Fund Summary

Investment Goals

The investment objective of the Walden Asset Management Fund (formerly the Walden Balanced Fund) is to seek long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Asset Management Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.38	%
Total Annual Fund Operating Expenses	1.13	%
Fee Waiver and/or Expense Reimbursement(2)	(0.13	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%

(1) Other Expenses have been restated to reflect current fees.

1 Year		3 Years		5 Years		10 Years
$	102	$	346	$	610	$	1,363

Principal Investment Strategies

The Fund invests in stocks, bonds and money market instruments, with at least 25% of the Fund’s assets invested in fixed-income securities, such as U.S. government agency securities, corporate bonds and money market funds, and at most 75% of the Fund’s assets invested in a diversified portfolio of domestic equity securities, such as common and preferred stock. The Fund invests at least 25% of its assets in equity securities at all times. The Fund may invest in companies of any size, but generally focuses on large capitalization companies. The portion of the Fund invested in equity and fixed income securities will vary based on the Adviser’s assessment of the economic and market outlook and the relative attractiveness of stocks, bonds and money market instruments. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. The Fund will purchase fixed income securities that are primarily rated investment grade, but may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade. The Fund also may invest up to 5% of its total assets in community development loan funds or financial institutions supporting the economic development of underserved populations and communities.

The Walden Asset Management Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (“Walden”), an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

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Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

Interest Rate Risk: Interest rate risk refers to the risk that the value of Fund’s fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value as rates increase.

Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in the Fund’s portfolio. Non-investment grade corporate debt securities are commonly referred to as “junk bonds” and may be regarded as speculative.

Government Risk: The U.S. government’s guarantee of ultimate payment of principal and timely payment of interest on certain U.S. government securities owned by the Fund do not imply that the Fund’s shares are guaranteed or that the price of the Funds’ shares will not fluctuate.

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q3 2009		Q4 2008
8.77%		(12.90)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for the Fund was 5.71%.

Average Annual Total Returns (as of December 31, 2011)	1 Year		5 Years		10 Years
Walden Asset Management Fund
Before Taxes	1.24	%	2.30	%	3.59	%
After Taxes on Distributions	1.08	%	1.87	%	3.14	%
After Taxes on Distributions and Sale of Fund Shares	1.02	%	1.87	%	2.94	%
S&P 500® Index (reflects no deduction for fees, expenses or taxes)	2.11	%	(0.25	)%	2.92	%
Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)	8.74	%	6.55	%	5.85	%
Citigroup 90-Day U.S. Treasury Bill (reflects no deduction for fees, expenses or taxes)	0.08	%	1.36	%	1.85	%

Portfolio Management

Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	William H. Apfel, CFA, Since 2012

Buying and Selling f und Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

		August 1, 2012
Walden Equity Fund		Fund Summary

Investment Goals

The Walden Equity Fund (formerly the Walden Social Equity Fund) seeks long-term capital growth through an actively managed portfolio of stocks.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Equity Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.41	%
Total Annual Fund Operating Expenses	1.16	%
Fee Waiver and/or Expense Reimbursement(2)	(0.16	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%

(1) Other Expenses have been restated to reflect current fees.

1 Year		3 Years		5 Years		10 Years
$	102	$	353	$	623	$	1,395

Principal Investment Strategies

The Walden Equity Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (“Walden”), an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

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www.waldenassetmgmt.com

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q3 2009		Q4 2008
14.02%		(21.00)%

For the period January 1, 2012 through June 30, 2012, the aggregate (none-annualized) total return for the Fund was 7.22%.

Average Annual Total Returns (as of December 31, 2011)	1 Year		5 Years		10 Years
Walden Equity Fund
Before Taxes	1.19	%	2.39	%	4.01	%
After Taxes on Distributions	1.05	%	2.14	%	3.77	%
After Taxes on Distributions and Sale of Fund Shares	0.96	%	2.02	%	3.44	%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes	2.11	%	(0.25	)%	2.92	%

Portfolio Management

Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Managers:	William H. Apfel, CFA, Since 2010

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

		August 1, 2012
Walden Midcap Fund		Fund Summary

Investment Goals

The Walden Midcap Fund seeks long-term capital growth through an actively managed portfolio of stocks of middle capitalization (“midcap”) companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Midcap Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fee	0.75	%
Distribution (Rule 12b-l) Fees	None
Other Expenses(1)	0.53	%
Total Annual Fund Operating Expenses	1.28	%
Fee Waiver and/or Expense Reimbursement(2)	(0.27	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%

(1) Other Expenses have been restated to reflect current fees.

1 Year		3 Years		5 Years		10 Years
$	103	$	379	$	676	$	1,522

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities of domestic midcap companies, such as common and preferred stock. “Assets” means net assets, plus the amount of borrowings for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines midcap companies as those with market capitalizations within the range encompassed by the Russell Midcap Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell Midcap Index was between $1.27 billion and $19 billion. The Fund may invest a portion of its assets in companies in emerging markets.

The Walden Midcap Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of the portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (“Walden”), an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

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www.waldenassetmgmt.com

Performance

Because the Fund has less than a full year of investment operations, no performance information is presented for the Fund at this time. In the future, performance information in this section of the prospectus will give some indication of the risks of investing in the Fund by comparing the Fund’s performance with a broad measure of market performance. Also, shareholder reports containing financial and performance information will be mailed to shareholders semi-annually. Updated performance information is available at no cost by visiting www.btim.com or by calling 1-800-282-8782, extension 7050.

Portfolio Management

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Manager:		Stephen Amyouny, CFA, Since 2011

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest


		August 1, 2012
Walden SMID Cap Innovations Fund		Fund Summary

Investment Goals

The Walden SMID Cap Innovations Fund seeks long-term capital growth through an actively managed portfolio of stocks of small to middle (“mid”) capitalization companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden SMID Cap Innovations Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.43	%
Acquired Fund Fees and Expenses	0.01	%
Total Annual Fund Operating Expenses	1.19	%
Fee Waiver and/or Expense Reimbursement(2)	(0.18	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%

(1)		Estimate for the current fiscal year.
(2)		Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00%. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$	103	$	360	$	637	$	1,427

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stocks of domestic small and mid cap companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. The size of companies in the Russell 2500 Index may change with market conditions. In addition, changes to the composition of the Russell 2500 Index can change the market capitalization range of the companies included in the index. As of June 30, 2012, the market capitalization range of the Russell 2500 Index was between $53 million and $7.3 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Walden SMID Cap Innovations Fund incorporates comprehensive written environmental, social and governance (ESG) guidelines in the selection of individual securities and in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (“Walden”), an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems and accountability through standardized public reporting and responsiveness to shareholders.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

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www.waldenassetmgmt.com

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

Performance

Portfolio Management

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Managers:		Kenneth Scott, CFA, since 2005
		Stephen Franco, CFA, since 2011
		Heidi Vanni, CFA, since 2011

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest


		August 1, 2012
Walden Small Cap Innovations Fund		Fund Summary

Investment Goals

The Walden Small Cap Innovations Fund seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization companies.

Fees and Expenses of the Fund

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Small Cap Innovations Fund.

Shareholder Fees (fees paid directly from your investment)

Maximum Sales Charge (load) Imposed on Purchases		None
Maximum Deferred Sales Charge (load)		None
Redemption Fee (as a percentage of amount redeemed, if applicable)		None

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

Management Fees	0.75	%
Distribution (Rule 12b-1) Fees	None
Other Expenses(1)	0.41	%
Total Annual Fund Operating Expenses	1.16	%
Fee Waiver and/or Expense Reimbursement(2)	(0.15	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%

(1)		Other Expenses have been restated to reflect current fees.
(2)		Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2013 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00%. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$	103	$	354	$	624	$	1,396

Principal Investment Strategies

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stock of domestic small cap companies with innovative products and processes. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell 2000 Index was between $53 million and $3.7 billion. The Fund seeks to invest in companies with innovative products, services or processes, or that offer environmental or societal benefits.

The Walden Small Cap Innovations Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, WaldenAsset Management (“Walden”), an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

Principal Investment Risks

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets.

Equity Risk: The value of the equity securities held by the Fund, and thus the value of the Fund’s shares, can fluctuate — at times dramatically.

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www.waldenassetmgmt.com

Performance

Average Total Returns (Years ended December 31)

Best quarter:		Worst quarter:
Q2 2009		Q3 2011
21.55%		(19.74)%

For the period January 1, 2012 through June 30, 2012, the aggregate (non-annualized) total return for the Fund was 5.60%.

Average Annual Total Returns (as of December 31, 2011)	1 Year		Since Inception (10/24/08)
Walden Small Cap Innovations Fund
Before Taxes	(0.79	)%	18.68	%
After Taxes on Distributions	(1.90	)%	17.75	%
After Taxes on Distributions and Sale of Fund Shares	0.50	%	15.94	%
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes)(1)	(4.18	)%	16.94	%
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)	2.11	%	14.53	%

(1)

The Fund’s benchmark for comparison purposes has been changed from the S&P 500 ® Index to the Russell 2000 ® Index .The Russell 2000 ® Index more accurately reflects the composition of the portfolio of securities held by the Fund.

Portfolio Management

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Manager:		Kenneth Scott, CFA, Since 2012

Buying and Selling Fund Shares

Minimum Initial Investment:		$	100,000
Minimum Additional Investment:		$	1,000

To Place Orders:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

Transaction Policies

Dividends, Capital Gains and Taxes

Potential Conflicts of Interest

		August 1, 2012
More About Investment Objectives, Strategies And Risks		Fund Summary

INVESTMENT OBJECTIVES AND STRATEGIES

Boston Trust Asset Management Fund

Investment Objective

The investment objective of the Boston Trust Asset Management Fund is to seek long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Policies and Strategies

Consistent with the Fund’s investment objective, the Fund:

· maintains an actively managed portfolio of stocks, bonds and money market instruments

· will generally invest at least 25% of its total assets in fixed-income securities and at most 75% of the Fund’s assets invested in a diversified portfolio of domestic and foreign equity securities. The Fund invests at least 25% of its assets in equity securities at all times.

· will invest in one or more of the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase, and money market funds

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· will purchase fixed income securities that are primarily investment grade

While not part of its principal investment strategy, the Fund also:

· may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade, such as those rated “BB” or lower by Standard & Poor’s

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the Adviser believes the security is no longer attractively valued. Investments may also be sold if the Adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

Boston Trust Equity Fund

Investment Objective

The investment objective of the Boston Trust Equity Fund is to seek long-term capital growth through an actively managed portfolio of stocks.

Policies and Strategies

Consistent with the Fund’s investment objective, the Fund:

· will invest primarily (at least 80% of its assets) in equity securities under normal circumstances

While not part of its principal investment strategy, the Fund also:

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S.Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

Boston Trust Midcap Fund

Investment Objective

The investment objective of the Boston Trust Midcap Fund is to seek long-term capital growth through an actively managed portfolio of stocks of middle capitalization (“midcap”) companies.

Policies and Strategies

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of equity securities of midcap companies. For these purposes, the Adviser defines midcap issuers as those with market capitalizations within the range encompassed by the Russell Midcap Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell Midcap Index was between $1.27 billion and $19 billion.

Consistent with the Fund’s investment objective, the Fund:

· invests substantially all, but in no event less than 80%, of its assets in domestic equity securities of midcap companies under normal circumstances

While not part of its principal investment strategy, the Fund also:

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S.Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

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Boston Trust SMID Cap Fund

Investment Objective

The investment objective of the Boston Trust SMID Cap Fund is to seek long-term capital growth through an actively managed portfolio of stocks of small to middle (“mid”) capitalization companies.

Policies and Strategies

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small to mid cap companies. Shareholders will be given 60 days advance notice of any change to this policy. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell 2500 Index was between $53 million and $7.3 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at the time of purchase. The Fund also may invest in foreign securities.

Consistent with the Fund’s investment objective, the Fund:

· invests in domestic equity securities of small to mid cap companies

· will invest in one or more of the following types of equity securities: common stocks and preferred stocks

While not part of its principal investment strategy, the Fund also:

· may invest in securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

See the section entitled “Investment Process for the Boston Trust SMID Cap and Walden SMID Cap Innovations Fund”.

Boston Trust Small Cap Fund

Investment Objective

The investment objective of the Boston Trust Small Cap Fund is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization companies.

Policies and Strategies

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small cap companies. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell 2000 Index was between $53 million and $3.7 billion.

Consistent with the Fund’s investment objective, the Fund:

· invests in domestic equity securities of small cap companies

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

While not part of its principal investment strategy, the Fund also:

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

See the section entitled “Investment Process for the Boston Trust Small Cap and Walden Small Cap Innovations Fund”.

Prior Performance

The Fund’s investment objective and policies are identical to those of a collective investment fund (the “Collective Fund”) that was previously managed with full investment authority by the parent company of the Fund’s Adviser prior to the establishment of the Fund on December 16, 2005. The assets of the Collective Fund were converted into assets of the Fund at that time. The Fund’s performance as shown on page 10 of this prospectus reflects the performance of the Collective Fund, which has been restated to reflect the net expenses (after applicable fee waivers and expense reimbursements) of the Fund for its initial year of investment operations. The Collective Fund was not registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore was not subject to certain investment restrictions imposed by the 1940 Act. If the Collective Fund had been registered under the 1940 Act, its performance might have been adversely affected.

Walden Asset Management Fund

Investment Objective

The investment objective of the Walden Asset Management Fund is to seek long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Policies and Strategies

Consistent with the Fund’s investment objective, the Fund:

· maintains an actively managed portfolio of stocks, bonds and money market instruments

· will invest at least 25% of its total assets in fixed-income securities and at most 75% of the Fund’s assets invested in a diversified portfolio of domestic and foreign equity securities. The Fund invests at least 25% of its assets in equity securities at all times.

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase, and money market funds

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· will purchase fixed income securities that are primarily investment grade

While not part of its principal investment strategy, the Fund also:

· may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade, such as those rated “BB” or lower by Standard & Poor’s

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

· may invest up to 5% of its total assets in community development loan funds or financial institutions supporting the economic development of underserved populations and communities

Walden Equity Fund

Investment Objective

The investment objective of the Walden Equity Fund is to seek long-term growth of capital.

Policies and Strategies

Consistent with the Fund’s investment objective, the Fund:

· will invest primarily (at least 80% of its assets) in equity securities under normal circumstances

While not part of its principal investment strategy, the Fund also:

· may invest in fixed income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government, including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

Walden Midcap Fund

Investment Objective

The investment objective of the Walden Midcap Fund is to seek long-term capital growth through an actively managed portfolio of stocks of middle capitalization (“midcap”) companies.

Policies and Strategies

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of equity securities of midcap companies. For these purposes, the Adviser defines midcap issuers as those with market capitalizations within the range encompassed to the Russell Midcap Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell Midcap Index was between $1.27 billion and $19 billion.

Consistent with the Fund’s investment objective, the Fund:

· invests in domestic equity securities of midcap companies under normal circumstances

While not part of its principal investment strategy, the Fund also:

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

Walden SMID Cap Innovations Fund

Investment Objective

The investment objective of the Walden SMID Cap Innovations Fund is to seek long-term capital growth through an actively managed portfolio of stocks of small to middle (“mid”) capitalization companies.

Policies and Strategies

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small to mid cap companies with innovative products and processes. Shareholders will be given 60 days advance notice of any change to this policy. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2012, the market capitalization range of the Russell 2500 Index was between $53 million and $7.3 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Fund also may invest in foreign securities.

Consistent with the Fund’s investment objective, the Fund:

· invests in domestic equity securities of small to mid cap companies

· will invest in the following types of equity securities: common stocks and preferred stocks

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

While not part of its principal investment strategy, the Fund also:

· may invest in securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

Walden Small Cap Innovations Fund

Investment Objective

The investment objective of the Walden Small Cap Innovations Fund is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization companies.

Policies and Strategies

Consistent with the Fund’s investment objective, the Fund:

· invests in domestic equity securities of small cap companies

· will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks

· seeks to invest in companies with innovative products, services or processes, or that offer environmental or societal benefits and potential financial rewards

While not part of its principal investment strategy, the Fund also:

· may invest in fixed-income securities consisting of corporate notes, bonds and debentures that are rated investment grade at the time of purchase

· may invest in obligations issued or guaranteed by agencies or instrumentalities of the U.S. Government including U.S. Treasury instruments

· may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

· may invest in cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes

· may invest in other investment companies

Investment Process for the Boston Trust Small Cap and Walden Small Cap Innovations Funds

Each Fund’s investment process focuses on security selection and portfolio construction. The Adviser’s goal is to construct a diversified portfolio of higher quality, more innovative small cap companies.

Security selection follows a three step process:

Screening for Quality - The Adviser to identify companies that are higher quality in terms of their financial characteristics. The Adviser considers high quality companies to be those judged to have financial stability, effective capital management and financial statements that reflect economic success. The Adviser uses dynamic, qualitative and quantitative methods to identify companies judged to be suitable for investment consideration.

The Adviser generally narrows the universe of investable small cap companies through the use of quantitative screens focused primarily on growth, profitability and risk. The goal is to identify a subset of companies that exhibit a quality profile judged by the Adviser to be superior to the average of sector peers. Through fundamental analysis, the Adviser seeks to identify a set of portfolio holdings demonstrating higher quality. Exceptions to this process may occur if, in the judgment of the Adviser, such investments are appropriate in a portfolio context. Please see the Section entitled “The Walden Funds - Environmental, Social & Governance Guidelines.”

Analyzing Potential For Sustained Growth - The Adviser seeks to identify companies that exhibit the potential for more sustainable growth. Typically, these are firms judged to be more innovative in their products, services or processes. The Adviser looks for one or more of its markers of innovation deemed to be indicative of companies with more sustainable business models. Among these markers are products for which customers are willing to pay a premium, higher and more persistent levels of spending on research and development, substantial patent portfolios, niche market leadership and growing market share. The Adviser favors companies that are particularly leveraged to secular trends the Adviser believes to have favorable long-term investment potential. These secular trends include, for example, opportunities related to resource efficiency, an increasingly technical, global and mobile workforce, government regulations, demographics, consumer lifestyles, and underserved markets.

Fundamental Analysis - The Adviser assesses sales growth, margins and uses of cash, among other factors, for each of the companies considered for investment. Through the use of its propriety valuation model, the Adviser seeks to identify a set of reasonably valued, higher quality stocks. Those judged to have favorable long run, risk adjusted investment prospects at current valuations are included in the Fund.

The Adviser monitors each Fund holding, evaluating new information relative to the original investment thesis. The Funds may sell a stock when circumstances prompting the initial investment have changed significantly or when the Adviser determines that there are more attractive alternatives.

Portfolio Construction adheres to the following guidelines:

· Each Fund is broadly diversified across economic sectors. The generally maintain economic sector weights comparable to those of the Russell 2000® small cap index.

· Each Fund will generally hold between 85 and 110 positions. The Adviser will generally trim portfolio holding weights as they exceed 3% of a Fund’s total assets.

· Each Fund seeks to maintain a weighted average market capitalization consistent with that of the benchmark index. The Adviser will generally seek to replace individual holdings when their market capitalization exceeds the high end of the index range.

· In the aggregate, each Fund expects to invest in a set of companies that has financial characteristics the Adviser judges to be superior to those of the small cap market.

· Each Fund attempts to maintain a cash and/or money market instrument position of no more than 5% of its net assets, although cash flows may cause the Fund’s cash position to be higher or lower.

Investment Process for the Boston Trust SMID Cap and Walden SMID Cap Innovations Funds

Security selection follows a three step process:

Screening for Quality - The Adviser seeks to identify companies that are higher quality in terms of their financial characteristics. The Adviser considers high quality companies to be those judged to have financial stability, effective capital management and financial statements that reflect economic success. The Adviser uses dynamic, qualitative and quantitative methods to identify companies judged to be suitable for investment consideration.

The Adviser generally narrows the universe of investable smid cap companies through the use of quantitative screens focused primarily on growth, profitability and risk. The goal is to identify a subset of companies that exhibit a quality profile judged by the Adviser to be superior to the average of sector peers. Through fundamental analysis, the Adviser seeks to identify a set of portfolio holdings demonstrating higher quality. Exceptions to this process may occur if, in the judgment of the Adviser, such investments are appropriate in a portfolio context. Please see the Section entitled “The Walden Funds - Environmental, Social & Governance Guidelines.”

market share. The Adviser favors companies that are particularly leveraged to secular trends the Adviser believes to have favorable long-term investment potential. These secular trends include, for example, opportunities related to resource efficiency, an increasingly technical, global and mobile workforce, government regulations, demographics, consumer lifestyles, and underserved markets.

Fundamental Analysis - The Advisor assesses sales growth, margins and uses of cash, among other factors, for each of the companies considered for investment. Through the use of its propriety valuation model, the Advisor seeks to identify a set of reasonably valued, higher quality stocks. Those judged to have favorable long run, risk adjusted investment prospects at current valuations are included in the Fund.

Portfolio Construction adheres to the following guidelines:

· Each Fund is broadly diversified across economic sectors. The Funds generally maintain economic sector weights comparable to those of the Russell 2500 ® smid cap index.

· Each Fund will generally hold between 85 and 110 positions. The Advisor will generally trim portfolio holding weights as they exceed 3% of a Fund’s total assets.

· Each Fund seeks to maintain a weighted average market capitalization consistent with that of the benchmark index. The Advisor will generally seek to replace individual holdings when their market capitalization exceeds the high end of the index range.

· In the aggregate, each Fund expects to invest in a set of companies that has financial characteristics the Advisor judges to be superior to those of the smid cap market.

· Each Fund attempts to maintain a cash and/or money market instrument position of no more than 5% of its net assets, although cash flows may cause the Fund’s cash position to be higher or lower.

Temporary Defensive Position

In the event that the Advisor determines that market conditions are not suitable for a Fund’s typical investments, the Advisor may, for temporary defensive purposes during such unusual market conditions, invest all or any portion of a Fund’s assets in money market instruments.

INVESTMENT RISK

Any investment in the Funds is subject to investment risks, including the possible loss of the principal amount invested.

Generally, the Funds will be subject to the following risks:

· Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets. The Funds’ performance per share will change daily based on many factors, including fluctuation in interest rates, the quality of the instruments in each Fund’s investment portfolio, national and international economic conditions and general market conditions.

· Equity Risk: The value of the equity securities held by a Fund, and thus the value of a Fund’s shares, can fluctuate — at times dramatically. The prices of equity securities are affected by various factors, including market conditions, political and other events, and developments affecting the particular issuer or its industry or geographic sector. When the value of a Fund’s investments goes down, your investment in the Fund decreases in value and you could lose money.

· Interest Rate Risk: Interest rate risk refers to the risk that the value of a Fund’s fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value. If rates increase, the value of the Fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund’s investments decreases.

· Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in a Fund’s portfolio. The Funds could lose money if the issuer of a security is unable to meet its financial obligations or the market’s perception of the issuer not being able to meet those increases.

· Midcap Risk: Middle capitalization companies may not have the size, resources or other assets of large capitalization companies. These mid capitalization companies may be subject to greater market risks and fluctuations in value than large capitalization companies and may not correspond to changes in the stock market in general.

· Small Cap Risk: Investments in smaller companies involve greater risks than investments in larger, more established companies. Smaller capitalization companies may experience higher growth rates and higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. The trading volume of securities of smaller capitalization companies

is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be less liquid, making it difficult for the Fund to buy and sell shares of smaller companies. Smaller companies may lack depth of management, may have limited product lines, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established. Smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.

· Small to Mid Cap Risk: Investments in small to mid capitalization companies involve greater risks than investments in larger; more established companies. Small to mid capitalization companies may experience higher growth rates and higher failure rates than do larger capitalization companies. In addition, small to mid capitalization companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. The trading volume of securities of small to mid capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies. Some small to mid capitalization stocks may be less liquid, making it difficult for the Fund to buy and sell shares of smaller companies. Small to mid capitalization companies may lack depth of management, may have limited product lines, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established. Small to mid capitalization companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.

· Management Risk: The Adviser’s judgments about the attractiveness, value and potential appreciation of particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the adviser’s judgment will produce the desired results.

· Convertible Security Risk : The market value of convertible securities and other debt securities tends to fall when prevailing interest rates rise. The value of convertible securities also tends to change whenever the market value of the underlying common or preferred stock fluctuates.

· Foreign and Emerging Market Investment Risk: Foreign Investing involves risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities. The risks associated with foreign securities are magnified in “emerging markets.” These countries may have relatively unstable governments and less-established market economies than developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. These risks make emerging market securities more volatile and less liquid than securities issued in more developed countries. The Fund’s investments in foreign and emerging market securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund’s yield on those securities.

· Investment Company Risk: Investors in a Fund will indirectly bear fees and expenses charged by the underlying investment companies in which the Fund may invest in addition to the Fund’s direct fees and expenses.

· Government Risk: The U.S. government’s guarantee of ultimate payment of principal and timely payment of interest on certain U.S. government securities owned by the Funds do not imply that the Funds’ shares are guaranteed or that the price of the Funds’ shares will not fluctuate. If a U.S. government agency or instrumentality in which the Funds invest defaults and the U.S. government does not stand behind the obligation, the Funds’ share prices or yields could fall.

· Junk Bond Risk. (The Boston Balanced Fund and the Walden Balanced Fund): Non-investment grade bonds, also known as high yield securities provide greater income and opportunity for gain, but entail greater risk of loss of principal. High yield securities are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. These investments may be issued by companies which are highly leveraged, less creditworthy or financially distressed. Although these investments generally provide a higher yield than higher-rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses. The market for high yield securities is generally less active than the market for higher quality securities and the market price of these securities can change suddenly and unexpectedly.

· Preferred Stock Funds: A fund that invests at least 65% of its assets in preferred securities, often considering tax-code implications.

Investments in the Funds are not deposits of Boston Trust Investment Management, Inc. or Boston Trust & Investment Management Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

DISCLOSURE OF PORTFOLIO HOLDINGS

A complete list of each Fund’s portfolio holdings is publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q and on the Funds’ website at www.btim.com. A description of the Funds’ policies and procedures with respect to the disclosure of the Funds’ portfolio securities is provided in the Statement of Additional Information (SAI).

THE WALDEN FUNDS — ENVIRONMENTAL,
SOCIAL & GOVERNANCE GUIDELINES

The Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Innovations Fund and Walden Small Cap Innovations Fund (the “Walden Funds”) incorporates environmental, social and governance (“ESG”) guidelines in connection with the management of their portfolio holdings. Walden Asset Management (“Walden”), an affiliate of the Adviser, also engages in shareholder advocacy, votes proxies, and pursues other initiatives with respect to the Walden Funds.

The Walden Funds operate with the understanding that the sustainability of a business is connected, in part, to its treatment of customers, workers, communities and the natural environment as valuable, long-term assets. In selecting stocks, Walden favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. In doing so, Walden understands that companies are complex entities that generally exhibit a range of corporate conduct, from commendable to objectionable, across various dimensions of ESG performance. In addition, company performance can improve or erode over time, especially relative to peers. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

Consistent with this ESG framework and subject to the Adviser’s knowledge and judgment, potential and current holdings in each Walden Fund are evaluated as follows:

· Products & Services : Favor companies offering safe, high quality products and services that provide societal or environmental benefits. Avoid companies that derive significant revenue from the manufacture of weapons systems or hand guns, tobacco products and alcoholic beverages, or from gaming activities. Also seek to avoid companies with equity ownership in operating nuclear power plants or other significant involvement in the nuclear power fuel cycle.

· Workplace Conditions : Favor companies with strong policies and programs that encourage workplace diversity, equal employment opportunity and work-life balance; respect workers’ right to organize, and enforce high labor standards throughout their supply chains. Avoid companies with substandard performance in the hiring and promotion of women and minorities, or have a pattern of violating fair labor standards or health and safety regulations.

· Community Impact : Favor companies that have formal structures for constructive engagement and positive relationships with local, indigenous and underserved communities. Also favor companies with strong policies and practices that uphold international human rights standards. Avoid companies believed to have significant complicity in serious violations of human rights. Also avoid companies that are unresponsive to local community concerns on key issues such as environmental impacts, facility siting, employment, or addressing the needs of disadvantaged populations.

· Environmental Impact : Favor above average companies with respect to energy and natural resource conservation, and reductions in the volume or toxicity of emissions and waste. Also favor companies that proactively address major environmental challenges, such as climate change or water scarcity. Avoid companies that have a pattern of serious or ongoing regulatory violations or below peer group performance on resource conservation and emissions and waste reduction.

· Corporate Governance : Favor companies with governance structures and practices that foster executive and board-level commitment to high standards of business ethics, independent decision-making and accountability of board members, and an environment of responsiveness and accountability to shareholders and other key stakeholders.

Walden, on behalf of the Walden Funds, pursues shareholder advocacy strategies to promote greater corporate social responsibility and encourage sustainable business practices. Additionally, if the ESG performance of a company in the Walden Funds is perceived to have weakened over time, Walden considers the potential for effective shareholder advocacy in deciding whether to hold or sell the company. Walden’s shareholder advocacy strategies focus on:

· Proxy Voting : The voting of proxies is an important fiduciary responsibility of fund managers. The Walden Funds vote company proxies in a manner consistent with the Funds’ financial objectives and ESG guidelines. For example, the Walden Funds vote in favor of resolutions that encourage say on pay, transparency and reporting on climate change, corporate responsibility, and governance reform that increase accountability.

· Dialogue with Companies : Walden often initiates or participates in dialogues with management of companies held by the Walden Funds. Through telephone calls, letters and meetings with executives, the Walden Funds press portfolio companies to address issues of concern, such as workplace practices and policies, environmental impact of operations, international labor standards and human

rights, corporate governance and public reporting.

· Shareholder Resolutions: Walden may take ESG concerns directly to other shareholders through the shareholder resolution process at annual shareholder meetings, either through submission of a shareholder resolution by any of the Walden Funds or through a submission presented by a partnership of Walden and other shareholders. Often in a leadership capacity, and also in partnership with other concerned investors, Walden has used the proxy process to improve corporate policies and practices on issues such as: board composition and structure (diversity, independence, or annual election of directors); executive compensation (including “say on pay”); climate change; recycling initiatives; petroleum drilling in environmentally sensitive areas; diversity disclosure and nondiscrimination policies; responses to HIV/AIDS pandemic; vendor standards; and ESG or sustainability reporting. Walden is often able to negotiate successfully with companies, leading to the withdrawal of the shareholder resolution. Many resolutions that have gone to vote at company annual meetings achieved significant levels of shareholder support, including majority vote in several occurrences, prompting management to take positive action.

· Public Policy: On behalf of the Walden Funds, Walden may provide input in public policy debates relevant to the financial objectives and ESG guidelines of Walden Fund shareholders. For example, in 2002 Walden submitted public comments in support of proposed U.S. Securities and Exchange Commission (SEC) rules requiring mutual funds to disclose proxy voting guidelines and records. In 2007, Walden submitted comments to the SEC, and testified at a hearing held by the U.S. House Committee on Financial Services, against a set of SEC proposals that could have curtailed the right of shareholders to sponsor shareholder resolutions.

In 2010, U.S. financial services industry reform legislation was a major focus as concerned investors and legislators focused on new checks and balances to the financial industry in light of the economic crisis. Walden, along with other investors, successfully focused on particular issues where we had significant experience advocating for parts of the bill like say on pay, majority voting for directors and the right for investors to nominate directors.

Walden also actively supported the SEC requiring more company disclosures on greenhouse gas emissions and climate change (a success) and requiring all registered companies to undertake ESG reporting (on SEC’s agenda).

Walden has sole discretion regarding the interpretation and implementation of the Walden Funds’ ESG guidelines. The Funds’ guidelines are subject to change without shareholder approval. Additionally, the Walden Funds may occasionally purchase or hold a security that does not meet these guidelines for the primary purpose of shareholder advocacy. Such purchases will be limited to a maximum of 1% of total assets at the time of purchase.

August 1, 2012

Shareholder Information

PRICING OF FUND SHARES

How NAV is Calculated

Shares of the Funds are sold at net asset value (“NAV”) per share.

The NAV is calculated by adding the total value of a Fund’s investments and other assets, subtracting its liabilities and then dividing that figure by the number of outstanding shares of that Fund:

NAV =	TOTAL ASSETS – LIABILITIES
	NUMBER OF SHARES OUTSTANDING

The NAV per share of each Fund is determined at the close of trading (normally 4:00 p.m., Eastern Time) on each day the New York Stock Exchange (NYSE) is open for business. Generally, the NYSE is closed and the share price of the Fund is not calculated on Saturdays, Sundays and national holidays, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Any other holiday recognized by the NYSE will be considered a business holiday on which the NAV of each Fund will not be calculated.

Your order for purchase, sale or exchange of shares is priced at the next NAV calculated after your order is received in good order by the Fund or your investment representative. This is known as the offering price. Only purchase orders received in good order by the Fund before 4:00 p.m. Eastern Time will be effective at that day’s NAV. On occasion, the NYSE will close before 4:00 p.m. Eastern Time. When that happens, purchase orders received after the NYSE closes will be effective the following business day. The NAV of the Fund may change every day.

Valuing Fund Assets

Each Fund’s securities generally are valued at current market values using market quotations. Each Fund may use pricing services to determine market value. If market prices are not available or, in the Adviser’s opinion, market prices do not reflect fair value, or if an event occurs after the close of trading on the exchange or market on which the security is principally traded (but prior to the time the NAV is calculated) that materially affects fair value, the Adviser will value a Fund’s assets at their fair value according to policies approved and periodically reviewed by the Fund’s Board of Trustees. For example, if trading in a portfolio security is halted and does not resume before a Fund calculates its NAV, the Adviser may need to price the security using the Fund’s fair value pricing guidelines. Without a fair value price, short term traders could take advantage of the arbitrage opportunity and dilute the NAV of long term investors. Fair valuation of a Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a Fund’s NAV by short-term traders. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

PURCHASING AND ADDING TO YOUR SHARES

You may purchase shares of the Funds from the Funds’ transfer agent or through investment representatives who may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares. If you purchase shares through an investment representative, that party is responsible for transmitting orders by close of business and may have an earlier cut-off time for purchase and sale requests. Consult your investment representative for specific information.

The Funds consider a purchase or sale order as received when a investment representative receives the order in proper form before 4:00 p.m. Eastern Time. These orders will be priced based on the Fund’s NAV next computed after such order is received by the investment representative. It is the responsibility of the investment representative to transmit properly completed purchase orders to the Fund in a timely manner. Any change in price due to the failure of a Fund to timely receive an order must be settled between the investor and the investment representative placing the order.

Purchases of the Funds may be made on any business day. This includes any days on which the Funds are open for business, other than weekends and days on which the NYSE is closed, including the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

The minimum initial investment in the Funds is $100,000. Subsequent investments must be at least $1,000. Shares of the Funds are offered continuously for purchase at the NAV per share of the Fund next determined after a purchase order is received. Investors may purchase shares of the Funds by check or wire, as described below.

All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, starter checks, traveler’s checks, money orders, cash and credit card convenience checks are not accepted.

A Fund or the Adviser may waive its minimum purchase requirement, or a Fund may reject a purchase order, if it is deemed to be in the best interest of either the Fund and/or its shareholders.

Frequent Trading Policy

Frequent trading into and out of a Fund can have adverse consequences for that Fund and for long-term shareholders in the Fund. The Funds believe that frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Funds to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability. The Funds therefore discourage frequent purchase and redemptions by shareholders and they do not make any effort to accommodate this practice. To protect against such activity, the Board of Trustees has adopted policies and procedures that are intended to permit the Funds to curtail frequent or excessive short-term trading by shareholders. At the present time the Funds do not impose limits

www.btim.com

www.waldenassetmgmt.com

on the frequency of purchases and redemptions, nor do they limit the number of exchanges into any of the Funds. The Funds reserve the right, however, to impose certain limitations at any time with respect to trading in shares of the Funds, including suspending or terminating trading privileges in Fund shares, for any investor whom the Funds believe has a history of abusive trading or whose trading, in the judgment of the Funds, has been or may be disruptive to the Funds. The Funds’ ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.

Investment representatives maintaining omnibus accounts with the Funds may impose market timing policies that are more restrictive than the market timing policy adopted by the Board of Trustees. For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose penalties for transactions in excess of those limits. Investment representatives also may exempt certain types of transactions from these limitations. If you purchased your shares through an investment representative, you should read carefully any materials provided by the investment representative together with this prospectus to fully understand the market timing policies applicable to you.

In accordance with Rule 22c-2 under the Investment Company Act of 1940, the Funds have entered into information sharing agreements with certain financial intermediaries. Under these agreements, a financial intermediary is obligated to furnish the Trust, upon its request, with information regarding customer trading activities in shares of the Funds and enforce Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing. When information regarding transactions in Fund shares is requested by the Trusts and such information is in the possession of a person that is itself a financial intermediary to a financial intermediary (an “indirect intermediary”), any financial intermediary with whom the Funds has an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

Distribution and Shareholder Services Agreements

The Funds are entitled to enter into Shareholder Services Agreements pursuant to which each Fund is authorized to make payments to certain entities which may include investment advisers, banks, trust companies, retirement plan administrators and other types of service providers which provide administrative services with respect to shares of the Funds attributable to or held in the name of the service provider for its clients or other parties with whom they have a servicing relationship. Under the terms of each Shareholder Services Agreement, a Fund is authorized to pay a service provider (which may include affiliates of the Funds) a shareholder services fee which is based on the average daily net asset value of the shares of the Fund attributable to or held in the name of the service provider for providing certain administrative services to Fund shareholders with whom the service provider has a servicing relationship.

The Adviser (not the Funds) may pay certain financial institutions (which may include banks, brokers, securities dealers and other industry professionals) a fee from its bona fide profits for providing distribution-related services and/or for performing certain administrative servicing functions for Fund shareholders to the extent these institutions are allowed to do so by applicable statute, rule or regulation.

Instructions for Opening or Adding to an Account

Important Information About Procedures for Opening a New Account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. What this means for you is that when you open an account, you are required to provide your name, residential address, date of birth, and identification number. We may require other information that will allow us to identify you.

By Regular Mail or Overnight Service

Initial Investment:

1. Carefully read and complete the application. Establishing your account privileges now saves you the inconvenience of having to add them later. Purchase orders must be received by the Fund in “good order”. This means your completed account application must be accompanied by payment for the shares you are purchasing.

2. Make check or certified check payable to either “Boston Trust Asset Management Fund”, “Boston Trust Equity Fund”, “Boston Trust Midcap Fund”, “Boston Trust Small Cap Fund”, “Walden Asset Management Fund”, “Walden Equity Fund”, “Walden Midcap Fund”, “Walden SMID Cap Innovations Fund” or “Walden Small Cap Innovations Fund” as applicable.

3. Mail to: Boston Trust Mutual Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108.

Subsequent Investments:

1. Subsequent investments should be made by check or certified check payable to the applicable Fund and mailed to the address indicated above. Your account number should be written on the check.

By Wire Transfer

Note : Your Bank may charge a wire transfer fee.

For initial investment: Before wiring funds, call 1-800-282-8782, ext. 7050, or 1-617-726-7050 to advise that an initial investment will be made by wire and to receive an account number and wire instructions.

Signature Validation Program – Non-Financial Transactions

The Funds require a Signature Validation Program (SVP) stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:

· A change in account registration

· An addition to or change in banking instructions

· An addition to or change in beneficiaries

· An addition to or change in person authorized to execute transactions in your account

· The addition of a Power of Attorney

· The addition of or change in a Trustee

· A change in the custodian for a UTMA/UGMA

The SVP is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e.transactions that do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions contained in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program or other eligible guarantor institutions in accordance with SVP.

Eligible guarantor institutions generally include banks, broker/dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings association. You should verify with the institutions that they are and eligible guarantor institution prior to signing. A notary public cannot provide a SVP stamp.

SELLING YOUR SHARES

Instructions for Selling Shares

You may sell your shares at any time. Your sales price will be the next NAV after your valid sell order is received by the Funds, their transfer agent, or your investment representative. Normally you will receive your proceeds within a week after your request is received. See section on “General Policies on Selling Shares” below.

Withdrawing Money from Your Fund Investment

A request for a withdrawal in cash from any Fund constitutes a redemption or sale of shares for a mutual fund shareholder.

By Telephone

(unless you have declined telephone sales privileges)

1. Call 1-800-282-8782, ext. 7050 with instructions as to how you wish to receive your funds (mail, wire, electronic transfer).

By Mail

2(a) Call 1-800-282-8782, ext. 7050 to request redemption forms or write a letter of instruction indicating:

· your Fund and account number

· amount you wish to redeem

· address to which your check should be sent

· account owner signature

2(b) Mail to: Boston Trust Mutual Funds,

c/o Boston Trust & Investment Management Company,

One Beacon Street,

Boston, MA 02108

By Overnight Service

See instruction 2 above.

Send to: Boston Trust Mutual Funds,

c/o Boston Trust & Investment Management Company,

One Beacon Street,

Boston, MA 02108

By Wire Transfer

You must indicate this option on your application.

The Fund may charge a wire transfer fee.

Note: Your financial institution may also charge a separate fee.

Call 1-800-282-8782, ext. 7050 to request a wire transfer.

If you call by 4:00 p.m. Eastern Time, your payment normally will be wired to your bank on the next business day.

General Policies on Selling Shares

Redemptions in Writing Required

You must request redemption in writing in the following situations:

1. Redemptions from Individual Retirement Accounts (“IRAs”).

2. Circumstances under which redemption requests require a signature guarantee include, but may not be limited to, each of the following.

· Your account address has changed within the last 14 calendar days.

· The check is not being mailed to the address on your account.

· The check is not being made payable to the owner(s) of the account.

· The redemption proceeds are being transferred to another Fund account with a different registration.

· The redemption proceeds are being wired to bank instructions not on your account.

Signature guarantees must be obtained from members of the STAMP (Securities Transfer Agents Medallion Program), MSP (New York Stock Exchange Medallion Program) or SEMP (Stock Exchanges Medallion Program). Members are subject to dollar limitations which must be considered when requesting their guarantee. The Transfer Agent may reject any signature guarantee if it believes the transaction would otherwise be improper.

Verifying Telephone Redemptions

The Fund makes every effort to insure that telephone redemptions are only made by authorized shareholders. All telephone calls are recorded for your protection and you will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have

not been taken, the Transfer agent may be liable for losses due to unauthorized transactions. Telephone transaction privileges, including purchases, redemptions and exchanges by telephonic or facsimile instructions, may be revoked at the discretion of the Fund without advance notice to shareholders. In such cases, and at times of peak activity when it may be difficult to place orders requested by telephone, transaction requests may be made by registered or express mail.

Redemption within 10 Days of Initial Investment

When you have made your initial investment by check, you cannot redeem any portion of it until the Transfer Agent is satisfied that the check has cleared (which may require up to 10 business days). You can avoid this delay by purchasing shares with a certified check.

Refusal of Redemption Request

Payment for shares may be delayed under extraordinary circumstances or as permitted by the Securities and Exchange Commission in order to protect remaining shareholders.

Redemption in Kind

The Funds reserve the right to make payment in securities rather than cash, known as “redemption in kind.” This could occur under extraordinary circumstances, such as a very large redemption that could affect Fund operations (a redemption of more than 1% of a Fund’s net assets). If either Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to your shares. When you convert these securities to cash, you will pay brokerage charges.

Closing of Small Accounts

If your account value falls below $50,000 due to redemption activity, the Fund may ask you to increase your balance. If it is still below $50,000 after 60 days, the Fund may close your account and send you the proceeds at the then current NAV.

Undeliverable Redemption Checks

For any shareholder who chooses to receive distributions in cash: If distribution checks (1) are returned and marked as “undeliverable” or (2) are not cashed within six months, your account will be changed automatically so that all future distributions are reinvested in your account. Checks that are not cashed within six months will be canceled and the money reinvested in the Fund.

EXHANGING YOUR SHARES

You can exchange your shares in one Fund for shares of another Boston Trust or Walden Mutual Fund. No transaction fees are charged for exchanges. An exchange is considered a sale. Consequently, gains from an exchange may be subject to applicable tax.

You must meet the minimum investment requirements for the Fund into which you are exchanging.

Instructions for Exchanging Shares

Exchanges may be made by sending a written request to Boston Trust Mutual Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108, or by calling 1-800-282-8782, ext. 7050. Please provide the following information:

· Your name and telephone number

· The exact name on your account and account number

· Taxpayer identification number (usually your social security number)

· Dollar value or number of shares to be exchanged

· The name of the Fund from which the exchange is to be made

· The name of the Fund into which the exchange is being made.

Please refer to “Selling your Shares” for important information about telephone transactions.

Notes on Exchanges

· The registration and tax identification numbers of the two accounts must be identical.

· The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

Any income a Fund receives in the form of dividends is paid out, less expenses, to its shareholders. Income dividends and capital gains distributions on the Funds usually are paid annually and are automatically reinvested in additional shares of the Fund at the applicable NAV on the distribution date unless you request cash distributions on your application or through a written request. You may elect to have distributions on shares held in IRAs paid in cash only if you are 59 1/2 years old or permanently and totally disabled or if you otherwise qualify under the applicable plan.

Dividends and distributions are treated in the same manner for federal income tax purposes whether you receive them in cash or in additional shares.

Taxes

The following information is provided to help you understand the federal income taxes you may have to pay on income dividends and capital gains distributions from the Fund, as well as on gains realized from your redemption of Fund shares. This discussion is not intended or written to be used as tax advice. Because everyone’s tax situation is unique, you should consult your tax professional about federal, state, local or foreign tax consequences before making an investment in the Fund.

Distributions. Dividends are taxable as ordinary income. Distributions designated by a Fund as long-term capital gain distributions will be taxable to you at your long-term capital gains rate, regardless of how long you have held your shares.

Dividends are taxable in the year they are paid or credited to your

account. However, dividends declared in October, November or December to shareholders of record in such a month and paid by January 31st are taxable on December 31st of the year they are declared.

Currently effective tax legislation generally provides, through December 31, 2012, for a maximum tax rate for individual taxpayers of 15% on long-term gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by the Funds are generally taxed to individual taxpayers: (i) distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum rate of 15%; (ii) a shareholder will also have to satisfy a greater than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate; and (iii) distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.

If you are a taxable investor and invest in the Fund shortly before it makes a capital gain distribution, some of your investment may be returned to you in the form of a taxable distribution. Fund distributions will reduce a Fund’s NAV per share. Therefore, if you buy shares after the Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution. This is commonly known as “buying a dividend.”

You will be notified in January each year about the federal tax status of distributions made by the Funds. Depending on your state of residence, distributions also may be subject to state and local taxes, including withholding taxes. There is a penalty on certain pre-retirement distributions from retirement accounts. Consult your tax adviser about the federal, state and local tax consequences in your particular circumstances.

Foreign shareholders may be subject to special withholding requirements.

Selling and Exchanging Shares. Selling your shares may result in a realized capital gain or loss, which is subject to federal income tax. For individuals, any long-term capital gains you realize from selling Fund shares currently are taxed at a maximum rate of 15%. Short-term capital gains are taxed at ordinary income tax rates. You or your tax adviser should track your purchases, tax basis, sales and any resulting gain or loss. If you redeem Fund shares for a loss, you may be able to use this capital loss to offset any other capital gains you have. An exchange of shares is considered a sale, and gains from any sale or exchange may be subject to applicable taxes.

Backup Withholding - By law, you may be subject to backup withholding on a portion of your taxable distributions and redemption proceeds unless you provide your correct Social Security or taxpayer identification number and certify that (1) this number is correct, (2) you are not subject to backup withholding, and (3) you are a U.S. person (including a U.S. resident alien). You also may be subject to withholding if the Internal Revenue Service instructs us to withhold a portion of your distributions or proceeds. When withholding is required, the amount is 28% of any distributions or proceeds paid. You should be aware that a Fund may be fined $50 annually by the Internal Revenue Service for each account for which a certified taxpayer identification number is not provided. In the event that such a fine is imposed with respect to a specific account in any year, the applicable Fund may make a corresponding charge against the account.

Tax Status for Retirement Plans and Other Tax-Deferred Accounts - When you invest in a Fund through a qualified employee benefit plan, retirement plan or some other tax-deferred account, dividend and capital gain distributions generally are not subject to current federal income taxes. In general, these plans or accounts are governed by complex tax rules. You should ask your tax adviser or plan administrator for more information about your tax situation, including possible state or local taxes.

August 1, 2012

Fund Management

The Investment Adviser

Boston Trust Investment Management, Inc. (the “Adviser”), One Beacon Street, Boston, MA 02108, is the investment adviser for the Funds. The Adviser is a wholly-owned subsidiary of Boston Trust & Investment Management Company (“Boston Trust”).

The Adviser makes the day-to-day investment decisions for the Funds. In addition, the Adviser continuously reviews, supervises and administers each Fund’s investment program. For these advisory services, each of the Funds paid the Adviser investment advisory fees equaling 0.75% of its average daily net assets during the fiscal year ended March 31, 2012.

The Adviser has contractually agreed to reduce the amount of advisory fees it receives from each Fund and/or reimburse each Fund to the extent necessary to limit the Total Fund Operating Expenses of each Fund to 1.00% of its average daily net assets. This agreement is effective through August 1, 2013 and is exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles). Each Fund has agreed to repay the Adviser for amounts waived or reimbursed by the Adviser provided that such repayment does not cause a Fund’s Total Fund Operating Expenses to exceed 1.00% of its average daily net assets and the repayment is made within three years after the year in which the Adviser incurred the expense.

Information regarding the factors considered by the Board of Trustees of the Funds in connection with their most recent renewal of the Investment Advisory Agreement with respect to the Funds is provided in the Funds’ Annual Report to Shareholders for the fiscal year ended March 31, 2012.

ESG Research and Shareholder Advocacy

Walden Asset Management (“Walden”), an affiliate of the Adviser, performs environmental, social and governance (ESG) research and shareholder advocacy, proxy voting, and other public policy initiatives for the Adviser with respect to the Walden Asset Management Fund, the Walden Equity Fund, the Walden Midcap Fund and the Walden Small Cap Innovations Fund. Walden uses an in-house research and advocacy team to implement these Funds’ socially responsive investment criteria and shareholder advocacy initiatives. Since 1975, Walden has been a leader in socially responsive investing.

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www.waldenassetmgmt.com

Portfolio Managers

The following individuals serve as portfolio managers for the Funds and are primarily responsible for the day-to-day management of each Fund’s portfolios:

Boston Trust Asset Management Fund and Boston Trust Equity Fund: Domenic Colasacco, CFA		Mr. Colasacco is portfolio manager and president of the Adviser. Mr. Colasacco also is the president of the Adviser’s parent company, Boston Trust & Investment Management Company, and has served as its Chief Investment Officer since 1980. Mr. Colasacco is a holder of the Chartered Financial Analyst (CFA) designation and a member of the Boston Security Analysts Society.

Walden Asset Management Fund and Walden Equity Fund: William H.Apfel, CFA		Mr. Apfel, a portfolio manager at the Adviser, serves as Executive Vice President and Director of Securities Research at the Adviser’s parent company, where he has worked since 1989. Mr. Apfel earned his B.A. from Binghamton University, M.A. from Georgetown University and Ph.D from Brown University.

Boston Trust Midcap Fund and Walden Midcap Fund: Stephen Amyouny, CFA		Mr. Amyouny, a portfolio manager at the Adviser responsible for the midcap strategy, joined Boston Trust & Investment Management Company, the parent Company of the Adviser, in 1996. Mr. Amyouny also performs securities research and analysis on a variety of industries and has been Associate Director of Securities Research for Boston Trust & Investment Management Company since 2004. Mr. Amyouny holds the Chartered Financial Analyst designation and is a member of the Boston Security Analysts Society and the CFA Institute. He has a BA in Economics from Tufts University, as well as an MBA from Boston University.

Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Walden SMID Cap Innovations Fund and Walden Small Cap Innovations Fund: Kenneth Scott, CFA		Mr. Scott is a portfolio manager at the Adviser responsible for the small and SMID cap strategy. Mr. Scott also performs securities research and analysis for the firm. He joined Boston Trust & Investment Management Company, parent company to the Adviser, in January 1999. He earned a BA degree (cum laude) and a MS degree at Boston College and is a holder of the Chartered Financial Analyst (CFA) designation and a member of the Boston Security Analysts Society.

Boston Trust SMID Cap Fund, Walden SMID Innovations Cap Fund: Stephen Franco, CFA		Mr. Franco is a portfolio manager at the Adviser responsible for the small and SMID cap strategy. He joined Boston Trust & Investment Management Company, parent company to the Adviser, in 2005. Mr. Franco also performs securities research and analysis for the firm. He earned BA and MBA degrees from Boston University and a MS in Finance degree from Boston College. He is a holder of the Chartered Financial Analyst (CFA) designation and a member of the Boston Security Analysts Society.

Boston Trust SMID Cap Fund, Walden SMID Cap Innovations Fund: Heidi Vanni, CFA		Ms. Vanni is a portfolio manager at the Adviser responsible for the small and SMID cap strategy. She joined Boston Trust & Investment Management Company, parent company to the Adviser, in 2001. Ms. Vanni also performs securities research and analysis for the firm. She earned a BS degree from Boston University and an MBA degree from Boston College. She is a holder of the Chartered Financial Analyst (CFA) designation and a member of the Boston Security Analysts Society.

The Statement of Additional Information has more detailed information about the Adviser as well as additional information about the portfolio managers’ compensation arrangements, other accounts managed, and ownership of securities of the Funds.

The Distributor and Administrator

BHIL Distributors, Inc., 4041 N. High Street, Suite 402, Columbus, OH 43214 is the Funds’ distributor and Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219 is the Funds’ administrator.

August 1, 2012

Financial Highlights

The financial highlights table is intended to help you understand each Fund’s financial performance. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned on an investment in each Fund (assuming reinvestment of all dividends and distributions). The information for the fiscal years ended March 31, 2009, 2010, 2011 and 2012 has been audited by Cohen Fund Audit Services, Ltd., an independent registered public accounting firm, whose report, along with each Fund’s financial statements, are included in the annual report of the Funds, which is available upon request. Information for prior periods was audited by another independent registered public accounting firm.

Boston Trust Asset Management Fund (formerly, Boston Trust Balanced Fund)
Selected data for a share outstanding throughout the years indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For the year ended March 31, 2008

Net Asset Value, Beginning of Period	$	31.56		$	28.69		$	23.33		$	30.31		$	29.87
Investment Activities:
Net investment income	0.43			0.44			0.47			0.49		(a)	0.46
Net realized and unrealized gains (losses) from investment transactions	2.17			2.88			5.36			(6.11		)	1.42
Total from investment activities	2.60			3.32			5.83			(5.62		)	1.88
Dividends:
Net investment income	(0.45		)	(0.45		)	(0.47		)	(0.52		)	(0.45		)
Net realized gains from investments	—			—			—			(0.84		)	(0.99		)
Total dividends	(0.45		)	(0.45		)	(0.47		)	(1.36		)	(1.44		)
Net Asset Value, End of Period	$	33.71		$	31.56		$	28.69		$	23.33		$	30.31
Total Return	8.36		%	11.65		%	25.08		%	(18.68		)%	6.06		%
Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	257,031		$	233,228		$	200,312		$	148,401		$	183,314
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%
Ratio of net investment income to average net assets	1.40		%	1.50		%	1.84		%	1.80		%	1.46		%
Ratio of expenses (before fee reductions) to average net assets(b)	1.07		%	1.07		%	1.08		%	1.08		%	1.08		%
Portfolio turnover rate	18.70		%	15.76		%	12.90		%	21.30		%	33.49		%

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Calculated using the average shares method.

(b) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

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www.waldenassetmgmt.com

Boston Trust Equity Fund

Selected data for a share outstanding throughout the years indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For the year ended March 31, 2008

Net Asset Value, Beginning of Period	$	14.46		$	12.62		$	8.77		$	13.17		$	13.17
Investment Activities:
Net investment income	0.13			0.11			0.10			0.10		(a)	0.08
Net realized and unrealized gains (losses) from investment transactions	1.08			1.84			3.85			(4.40		)	0.30
Total from investment activities	1.21			1.95			3.95			(4.30		)	0.38
Dividends:
Net investment income	(0.13		)	(0.11		)	(0.10		)	(0.10		)	(0.08		)
Net realized gains from investments	—			—			—			—			(0.30		)
Total dividends	(0.13		)	(0.11		)	(0.10		)	(0.10		)	(0.38		)
Net Asset Value, End of Period	$	15.54		$	14.46		$	12.62		$	8.77		$	13.17
Total Return	8.50		%	15.48		%	45.13		%	(32.73		)%	2.59		%
Ratios/Supplemental Data:
Net assets at end of period (000’s)	$	69,574		$	63,463		$	53,583		$	38,699		$	65,050
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%
Ratio of net investment income to average net assets	0.96		%	0.85		%	0.92		%	0.86		%	0.55		%
Ratio of expenses (before fee reductions) to average net assets(b)	1.07		%	1.09		%	1.11		%	1.10		%	1.10		%
Portfolio turnover rate	10.80		%	14.31		%	19.90		%	28.85		%	23.53		%

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Calculated using the average shares method.

(b) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Boston Trust Midcap Fund

Selected data for a share outstanding throughout the period indicated

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For The Year ended March 31, 2008(a)

Net Asset Value, Beginning of Period	$	11.96		$	9.44		$	6.08		$	9.23		$	10.00
Investment Activities:
Net investment income	0.03			0.02			0.02			0.02		(b)	0.01
Net realized and unrealized gains (losses) from investment transactions	0.78			2.73			3.36			(3.07		)	(0.71		)
Total from investment activities	0.81			2.75			3.38			(3.05		)	(0.70		)
Dividends:
Net investment income	(0.03		)	(0.02		)	(0.02		)	(0.02		)	—
Net realized gains from investments	(0.40		)	(0.21		)	—			(0.08		)	(0.07		)
Total dividends	(0.43		)	(0.23		)	(0.02		)	(0.10		)	(0.07		)
Net Asset Value, End of Period	$	12.34		$	11.96		$	9.44		$	6.08		$	9.23
Total Return	7.24		%	29.32		%	55.68		%	(33.03		)%	(7.05		)%(c)
Ratios/Supplemental Data:
Net assets at end of period (000’s)	$	29,224		$	27,276		$	16,309		$	8,019		$	13,433
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%(d)
Ratio of net investment income to average net assets	0.30		%	0.25		%	0.26		%	0.24		%	0.29		%(d)
Ration of expenses (before fee reductions) to average net assets(e)	1.19		%	1.20		%	1.32		%	1.48		%	1.58		%(d)
Portfolio turnover rate	19.01		%	18.58		%	26.44		%	22.93		%	17.87		%(c)

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Commenced operations on September 24, 2007.

(b) Calculated using the average shares method.

(d) Annualized for periods less than one year.

(e) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Boston Trust SMID Cap Fund

Selected data for a share outstanding throughout the years indicated.

	For the period ended March 31, 2012(a)

Net Asset Value, Beginning of Period	$	10.00
Investment Activities:
Net investment income (loss)	—
Net realized and unrealized gains (losses) from investment transactions	1.09
Total from investment activities	1.09
Dividends:
Net investment Income	—
Total dividends	—
Net Asset Value, End of Period	$	11.09
Total Return	10.96		%(b)
Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	3,605
Ratio of net expenses to average net assets	1.00		%(c)
Ratio of net investment income to average net assets	0.03		%(c)
Ratio of expenses (before fee reductions) to average net assets(d)	2.18		%(c)
Portfolio turnover rate	12.14		%(b)

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Commenced operations on November 30, 2011.

(b) Not annualized for periods less than one year.

(d) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Boston Trust Small Cap Fund

Selected data for a share outstanding throughout the years indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For the year ended March 31, 2008

Net Asset Value, Beginning of Period	$	14.00		$	11.52		$	7.21		$	10.92		$	11.55
Investment Activities:
Net investment income	0.01			0.02			0.02			0.02		(a)	0.03
Net realized and unrealized gains (losses) from investment transactions	0.20			2.91			4.31			(3.64		)	(0.14		)
Total from investment activities	0.21			2.93			4.33			(3.62		)	(0.11		)
Dividends:
Net investment income	(0.01		)	(0.03		)	(0.02		)	(0.02		)	(0.02		)
Net realized gains from investments	(0.96		)	(0.42		)	—			(0.07		)	(0.50		)
Total dividends	(0.97		)	(0.45		)	(0.02		)	(0.09		)	(0.52		)
Net Asset Value, End of Period	$	13.24		$	14.00		$	11.52		$	7.21		$	10.92
Total Return	2.35		%	25.78		%	60.01		%	(33.24		)%	(1.21		)%
Ratios/Supplemental Data:
Net assets at end of period (000’s)	$	328,009		$	268,237		$	133,511		$	25,504		$	30,423
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.10		%	1.08		%
Ratio of net investment income to average net assets	0.05		%	0.15		%	0.26		%	0.21		%	0.25		%
Ratio of expenses (before fee reductions) to average net assets(b)	1.09		%	1.12		%	1.14		%	1.18		%	1.14		%
Portfolio turnover rate	30.99		%	35.54		%	26.68		%	21.28		%	19.53		%

Amounts designated as “—” are $0 or have been rounded to $0 or 0.0005 per share.

(a) Calculated using the average shares method.

(b) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Walden Asset Management Fund (formerly, Walden Balanced Fund)

Selected data for a share outstanding throughout the years indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For the year ended March 31, 2008

Net Asset Value, Beginning of Period	$	12.07		$	10.98		$	8.84		$	11.90		$	11.83
Investment Activities:
Net investment income	0.12			0.15			0.16			0.16		(a)	0.19
Net realized and unrealized gains (losses) from investment transactions	0.75			1.09			2.11			(2.88		)	0.46
Total from investment activities	0.87			1.24			2.27			(2.72		)	0.65
Dividends:
Net investment income	(0.12		)	(0.15		)	(0.13		)	(0.21		)	(0.17		)
Net realized gains from investments	—			—			—			(0.13		)	(0.41		)
Total dividends	(0.12		)	(0.15		)	(0.13		)	(0.34		)	(0.58		)
Net Asset Value, End of Period	$	12.82		$	12.07		$	10.98		$	8.84		$	11.90
Total Return	7.35		%	11.32		%	25.78		%	(22.91		)%	5.30		%
Ratios/Supplemental Data:
Net assets at end of period (000’s)	$	57,080		$	48,044		$	41,500		$	29,005		$	33,182
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%
Ratio of net investment income to average net assets	1.04		%	1.30		%	1.59		%	1.55		%	1.52		%
Ratio of expenses (before fee reductions) to average net assets(b)	1.13		%	1.14		%	1.17		%	1.19		%	1.16		%
Portfolio turnover rate	24.56		%	31.03		%	27.02		%	71.27		%	38.99		%

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Calculated using the average shares method.

(b) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Walden Equity Fund

Selected data for a share outstanding throughout the years indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the year ended March 31, 2009			For the year ended March 31, 2008

Net Asset Value, Beginning of Period	$	13.32		$	11.61		$	8.01		$	12.54		$	12.31
Investment Activities:
Net investment income	0.13			0.11			0.11			0.14		(a)	0.08
Net realized and unrealized gains (losses) from investment transactions	1.06			1.71			3.63			(4.48		)	0.57
Total from investment activities	1.19			1.82			3.74			(4.34		)	0.65
Dividends:
Net investment income	(0.12		)	(0.11		)	(0.14		)	(0.10		)	(0.08		)
Net realized gains from investments	—			—			—			(0.09		)	(0.34		)
Total dividends	(0.12		)	(0.11		)	(0.14		)	(0.19		)	(0.42		)
Net Asset Value, End of Period	$	14.39		$	13.32		$	11.61		$	8.01		$	12.54
Total Return	9.06		%	15.77		%	46.79		%	(34.74		)%	5.01		%
Ratios/Supplemental Data:
Net assets at end of period (000’s)	$	104,206		$	92,221		$	72,087		$	43,280		$	51,903
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.00		%	1.00		%
Ratio of net investment income to average net assets	0.97		%	0.93		%	1.18		%	1.36		%	0.59		%
Ratio of expenses (before fee reductions) to average net assets(b)	1.09		%	1.13		%	1.16		%	1.19		%	1.18		%
Portfolio turnover rate	11.06		%	13.07		%	25.16		%	40.07		%	44.67		%

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Calculated using the average shares method.

(b) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Walden Midcap Fund

Selected data for a share outstanding throughout the years indicated.

	For the period ended March 31, 2012(a)

Net Asset Value, Beginning of Period	$	10.00
Investment Activities:
Net investment income	0.02
Net realized and unrealized gains from investment transactions	1.11
Total from investment activities	1.13
Dividends:
Net investment income	(0.02		)
Total dividends	(0.02		)
Net Asset Value, End of Period	$	11.11
Total Return	11.33		%(b)
Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	14,213
Ratio of net expenses to average net assets	1 .00		%(c)
Ratio of net investment income to average net assets	0.34		%(c)
Ratio of expenses (before fee reductions) to average net assets (d)	1.34		%(c)
Portfolio turnover rate	8.43		%(b)

(a) Commenced operations on August 1, 2011.

(b) Not annualized for periods less than one year.

(d) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Walden Small Cap Innovations Fund

Selected data for a share outstanding throughout the periods indicated.

	For the year ended March 31, 2012			For the year ended March 31, 2011			For the year ended March 31, 2010			For the period ended March 31, 2009 (a)

Net Asset Value, Beginning of Period	$	17.64		$	14.57		$	9.19		$	10.00
Investment Activities:
Net investment income	0.01			0.02			0.02			0.03		(b)
Net realized and unrealized gains (losses) from investment transactions	0.27			3.59			5.60			(0.83		)
Total from investment activities	0.28			3.61			5.62			(0.80		)
Dividends:
Net investment income	(0.02		)	(0.03		)	(0.02		)	(0.01		)
Net realized gains from investments	(0.98		)	(0.51		)	(0.22		)	—
Total dividends	(1.00		)	(0.54		)	(0.24		)	(0.01		)
Net Asset Value, End of Period	$	16.92		$	17.64		$	14.57		$	9.19
Total Return	2.28		%	25.13		%	61.45		%	(7.98		)%(c)
Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	69,544		$	46,488		$	22,057		$	2,340
Ratio of net expenses to average net assets	1.00		%	1.00		%	1.00		%	1.16		%(d)
Ratio of net investment income to average net assets	0.06		%	0.14		%	0.26		%	0.63		%(d)
Ratio of expenses (before fee reductions) to average net assets(e)	1.15		%	1.27		%	1.68		%	9.61		%(d)
Portfolio turnover rate	24.62		%	36.01		%	23.07		%	4.37		%(c)

Amounts designated as “—” are $0 or have been rounded to $0 or 0.005 per share.

(a) Commenced operations on October 24, 2008.

(b) Calculated using the average shares method.

(d) Annualized for periods less than one year.

(e) During the period, certain fees were reduced. If such fee reductions had not occurred, the ratio would have been as indicated.

Walden SMID Cap Innovations Fund

Financial information about the Fund is not provided because the Fund did not commerce operations until June 28, 2012.

This page is intentionally left blank.

For more information about the Funds, the following documents are available without charge upon request:

Annual/Semi-Annual Reports:

Each Fund’s annual and semi-annual reports to shareholders contain additional investment information. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected each Fund’s performance during its last fiscal year.

Statement of Additional Information (SAI):

The SAI provides more detailed information about the Funds, including their operations and investment policies. It is incorporated by reference and is legally considered a part of this prospectus.

The Funds currently maintain a separate internet website containing copies of their reports or the SAI at www.btim.com. You also can get free copies of reports and the SAI, or request other information and discuss your questions about the Funds by contacting the Funds at:

Boston Trust Mutual Funds

c/o Boston Trust & Investment Management Company

One Beacon Street

Boston, Massachusetts 02108

Telephone: 1-800-282-8782 x7050

Information from the Securities and Exchange Commission:

You can obtain copies of Fund documents from the SEC as follows:

In person:

The SEC’s Public Reference Room in Washington, D.C. (For their hours of operation, call 1-202-551-8090.)

By mail:

Securities and Exchange Commission

Public Reference Section

Washington, D.C. 20549-1520

(The SEC charges a fee to copy any documents.)

On the EDGAR database via the Interest:

www.sec.gov

By electronic request:

publicinfo@sec.gov

Investment Company Act File No. 811-06526

BTWPU 09/12

BOSTON TRUST ASSET MANAGEMENT FUND

BOSTON TRUST EQUITY FUND

BOSTON TRUST MIDCAP FUND

BOSTON TRUST SMALL CAP FUND

BOSTON TRUST SMID CAP FUND

WALDEN ASSET MANAGEMENT FUND

WALDEN EQUITY FUND

WALDEN MIDCAP FUND

WALDEN SMID CAP INNOVATIONS FUND

WALDEN SMALL CAP INNOVATIONS FUND

STATEMENT OF ADDITIONAL INFORMATION

August 1, 2012

This Statement of Additional Information is not a prospectus but should be read in conjunction with the prospectus for Boston Trust Asset Management Fund (formerly, Boston Trust Balanced Fund), Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Asset Management Fund (formerly, Walden Balanced Fund), Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Innovations Fund and Walden Small Cap Innovations Fund (collectively, the “Funds”), dated the same date as the date hereof (each a “Prospectus”). The Funds are separate investment portfolios of The Boston Trust & Walden Funds (the “Trust”), an open-end investment management company. This Statement of Additional Information is incorporated in its entirety into the Prospectuses. Copies of the Prospectuses may be obtained by writing the Boston Trust Mutual Funds c/o Boston Trust Investment Management, Inc. at One Beacon Street, Boston, Massachusetts 02108, by telephoning toll free (800) 282-8782, ext. 7050 and on the Funds’ website at www.btim.com.

TABLE OF CONTENTS

INVESTMENT OBJECTIVES AND POLICIES		3
Additional Information On Portfolio Instruments		3

INVESTMENT RESTRICTIONS		8
Portfolio Turnover		9

NET ASSET VALUE		10
Additional Purchase and Redemption Information		10

MANAGEMENT OF THE TRUST		11
Trustees and Officers		11
Investment Adviser		15
Portfolio Manager Information		17
Code of Ethics		19
Portfolio Transactions		19
Administrator and Fund Accounting Services		21
Distributor		23
Custodian		23
Transfer Agency Services		24
Independent Registered Public Accounting Firm		25
Legal Counsel		25

ADDITIONAL INFORMATION		26
Description Of Shares		26
Vote Of A Majority Of The Outstanding Shares		28
Additional Tax Information		28
Yields And Total Returns		32
Performance Comparisons		34
Proxy Voting		35
Disclosure of Fund Portfolio Holdings		35

MISCELLANEOUS		36

FINANCIAL STATEMENTS		36

STATEMENT OF ADDITIONAL INFORMATION

THE BOSTON TRUST & WALDEN FUNDS

The Boston Trust & Walden Funds (the “Trust”) is an open-end investment management company which currently offers its shares in separate series. The Trust was organized as a Massachusetts business trust on January 8, 1992. Prior to August 1, 2011, the Trust was known as The Coventry Group. Overall responsibility for the management of the Funds is vested in the Board of Trustees. Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held, and will vote in the aggregate and not by series except as otherwise expressly required by law. An annual or special meeting of shareholders to conduct necessary business is not required by the Trust’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) or other authority, except under certain circumstances. Absent such circumstance, the Trust does not intend to hold annual or special meetings. This Statement of Additional Information deals with ten such portfolios: Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Innovations Fund and Walden Small Cap Innovations Fund (the “Funds”). Much of the information contained in this Statement of Additional Information expands upon subjects discussed in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus. No investment in shares of a Fund should be made without first reading the Prospectus.

INVESTMENT OBJECTIVES AND POLICIES

Additional Information On Portfolio Instruments

The following policies supplement the investment objectives and policies of each Fund as set forth in the Prospectus.

MONEY MARKET INSTRUMENTS. Money market instruments selected for investment by the Funds include high grade, short-term obligations, including those issued or guaranteed by the U.S. Government, its agencies and instrumentalities, U.S. dollar-denominated certificates of deposit, time deposits and bankers’ acceptances of U.S. banks (generally banks with assets in excess of $1 billion), repurchase agreements with recognized dealers and banks and commercial paper (including participation interests in loans extended by banks to issuers of commercial paper) that at the date of investment are rated A-1 or A-1+ by S&P or P-1 by Moody’s, or, if unrated, of comparable quality as determined by the Adviser.

REPURCHASE AGREEMENTS. The Funds may enter into repurchase agreements. Under such agreements, the seller of a security agrees to repurchase it at a mutually agreed upon time and price. The repurchase price may be higher than the purchase price, the difference being income to the Funds, or the purchase and repurchase prices may be the same, with interest at a stated rate due to the Funds together with the repurchase price on repurchase. In either case, the income to the Funds is unrelated to the interest rate on the security itself. Such repurchase agreements will be made only with banks with assets of $500 million or more that are insured by the Federal Deposit Insurance Corporation or with Government securities dealers recognized by the Federal Reserve Board and registered as broker-dealers with the Securities and Exchange Commission (“SEC”) or exempt from such registration. The Funds will enter generally into repurchase agreements of short durations, from overnight to one week, although the underlying securities generally have longer maturities. The Funds may not enter into a repurchase agreement with more than seven days to maturity if, as a result, more than 5% of the value of the Funds’ net assets would be invested in illiquid securities including such repurchase agreements.

For purposes of the 1940 Act, a repurchase agreement is deemed to be a loan from the Funds to the seller of the U.S. Government security subject to the repurchase agreement. In the event of the insolvency or default of the seller, the Funds could encounter delays and incur costs before being able to sell the security. Delays may involve loss of interest or a decline in price of the U.S. Government security. As with any unsecured debt instrument purchased for the Funds, the Investment Adviser seeks to minimize the risk of loss through repurchase agreements by analyzing the creditworthiness of the obligor, in this case the seller of the U.S. Government security.

There is also the risk that the seller may fail to repurchase the security. However, the Funds will always receive as collateral for any repurchase agreement to which it is a party securities acceptable to it, the market value of which is equal to at least 100% of the amount invested by the Funds plus accrued interest, and the Funds will make payment against such securities only upon physical delivery or evidence of book entry transfer to the account of its Custodian. If the market value of the U.S. Government security subject to the repurchase agreement becomes less than the repurchase price

(including interest), the Funds will direct the seller of the U.S. Government security to deliver additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price. It is possible that the Funds will be unsuccessful in seeking to impose on the seller a contractual obligation to deliver additional securities.

WHEN-ISSUED SECURITIES. The Funds are authorized to purchase securities on a “when-issued” basis. The price of such securities, which may be expressed in yield terms, is fixed at the time the commitment to purchase is made, but delivery and payment for the when-issued securities take place at a later date. Normally, the settlement date occurs within one month of the purchase; during the period between purchase and settlement, no payment is made by the Funds to the issuer and no interest accrues to the Funds. To the extent that assets of the Funds are held in cash pending the settlement of a purchase of securities, the Funds would earn no income; however, it is the Funds’ intention to be fully invested to the extent practicable and subject to the policies stated above. While when-issued securities may be sold prior to the settlement date, any purchase of such securities would be made with the purpose of actually acquiring them unless a sale appears desirable for investment reasons. At the time the Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the value of the security in determining its net asset value. The market value of the when-issued securities may be more or less than the purchase price. The Funds do not believe that its net asset value or income will be affected adversely by its purchase of securities on a when-issued basis. The Funds will designate liquid securities equal in value to commitments for when-issued securities. Such segregated assets either will mature or, if necessary, be sold on or before the settlement date.

FOREIGN SECURITIES. Each Fund may invest up to 15% of its assets in foreign securities. Foreign investments can involve significant risks in addition to the risks inherent in U.S. investments. The value of securities denominated in or indexed to foreign currencies, and of dividends and interest from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices on some foreign markets can be highly volatile. Many foreign countries lack uniform accounting and disclosure standards comparable to those applicable to U.S. companies, and it may be more difficult to obtain reliable information regarding an issuer’s financial condition and operations. In addition, the costs of foreign investing, including withholding taxes, brokerage commissions, and custodial costs, generally are higher than for U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers, brokers, and securities markets may be subject to less government supervision. Foreign securities trading practices, including those involving the release of assets in advance of payment, may involve increased risks in the event of a failed trade or the insolvency of a broker-dealer, and may involve substantial delays. It also may be difficult to enforce legal rights in foreign countries.

Investing abroad also involves different political and economic risks. Foreign investments may be affected by actions of foreign governments adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets, confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars, or other government intervention. There may be a greater possibility of default by foreign governments or foreign government-sponsored enterprises. Investments in foreign countries also involve a risk of local political, economic, or social instability, military action or unrest, or adverse diplomatic developments. There can be no assurance that the Adviser will be able to anticipate these potential events and/or counter their impacts on a Fund’s share price.

Securities of foreign issuers may be held by the Funds in the form of American Depositary Receipts and European Depositary Receipts (“ADRs” and “EDRs”). These are certificates evidencing ownership of shares of a foreign-based issuer held in trust by a bank or similar financial institution. Designed for use in U.S. and European securities markets, respectively, ADRs and EDRs are alternatives to the purchase of the underlying securities in their national market and currencies. For more information, see “Depositary Receipts”.

Each Fund may invest without regard to the 15% limitation in securities of foreign issuers which are listed and traded on a domestic national securities exchange.

DEBT SECURITIES AND RATINGS. Ratings of debt securities represent the rating agencies’ (as described below) opinions regarding their quality, are not a guarantee of quality and may be reduced after a Fund has acquired the security.

If a security’s rating is reduced while it is held by the Funds, the Adviser will consider whether the Funds should

continue to hold the security, but the Funds are not required to dispose of it. Credit ratings attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations in market value. Also, rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial conditions may be better or worse than the rating indicates.

The Funds reserve the right to invest up to 20% of their assets in securities rated lower than BBB- by Standard & Poor’s Ratings Group (“S&P”) or lower than Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), but rated at least B- by S&P or B3 by Moody’s (or, in either case, if unrated, deemed by the Adviser to be of comparable quality). Lower-rated securities generally offer a higher current yield than that available for higher grade issues. However, lower-rated securities involve higher risks, in that they are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes, or perceived changes, in the financial condition of the issuers and to price fluctuations in response to changes in interest rates. During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress which could affect adversely their ability to make payments of interest and principal and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically, but such higher yields did not reflect the value of the income stream that holders of such securities expected, but rather, the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers’ financial restructuring or default. There can be no assurance that such declines will not recur. The market for lower-rated debt issues generally is smaller and less active than that for higher quality securities, which may limit the Funds’ ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of lower-rated securities, especially in a smaller and less actively-traded market.

Lower-rated debt obligations also present risks based on payment expectations. If an issuer calls the obligation for redemption, the Funds may have to replace the security with a lower-yielding security, resulting in a decreased return to investors. Also, because the principal value of bonds moves inversely with movements in interest rates, in the event of rising interest rates, the value of the securities held by the Funds may decline proportionately more than funds consisting of higher-rated securities. If the Funds experience unexpected net redemptions, they may be forced to sell their higher-rated bonds, resulting in a decline in the overall credit quality of the securities held by the Funds and increasing the exposure of the Funds to the risks of lower-rated securities. Investments in zero-coupon bonds may be more speculative and subject to greater fluctuations in value due to changes in interest rates than bonds that pay interest currently.

GOVERNMENT SECURITIES. Obligations of certain agencies and instrumentalities of the U.S. government, such as the Government National Mortgage Association (“Ginnie Mae”) and the Export-Import Bank, are supported by the full faith and credit of the U.S. Treasury; others, such as the Federal National Mortgage Association (“Fannie Mae”), are supported by the right of the issuer to borrow from the Treasury; others are supported by the discretionary authority of the U.S. government to purchase the agency’s obligations; and still others, such as the Federal Farm Credit Banks and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) are supported only by the credit of the instrumentality. No assurance can be given that the U.S. government would provide financial support to U.S. government-sponsored agencies or instrumentalities if it is not obligated to do so by law. On September 7, 2008, the U.S. Treasury Department and the Federal Housing Finance Authority (the “FHFA”) announced that Fannie Mae and Freddie Mac had been placed into conservatorship, a statutory process designed to stabilize a troubled institution with the objective of returning the entity to normal business operations. The U.S. Treasury Department and the FHFA at the same time established a secured lending facility and a Secured Stock Purchase Agreement with both Fannie Mae and Freddie Mac to ensure that each entity had the ability to fulfill its financial obligations. The FHFA announced that it does not anticipate any disruption in pattern of payments or ongoing business operations of Fannie Mae or Freddie Mac.

OPTIONS AND FUTURES CONTRACTS. To the extent consistent with its investment objectives and policies, each Fund may purchase and write call and put options on securities, securities indexes and on foreign currencies and enter into futures contracts and use options on futures contracts, to the extent of up to 5% of its assets. The Funds will engage in futures contracts and related options only for hedging purposes and will not engage in such transactions for speculation or leverage.

Transactions in options on securities and on indexes involve certain risks. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets,

causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

There can be no assurance that a liquid market will exist when the Funds seek to close out an option position. If the Funds were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option would expire worthless. If the Funds were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, the Funds forgo, during the option’s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.

If trading were suspended in an option purchased by the Funds, the Funds would not be able to close out the option. If restrictions on exercise were imposed, the Funds might be unable to exercise an option it had purchased. Except to the extent that a call option on an index written by the Funds is covered by an option on the same index purchased by the Funds, movements in the index may result in a loss to the Funds; such losses might be mitigated or exacerbated by changes in the value of the Funds’ securities during the period the option was outstanding.

Use of futures contracts and options thereon also involves certain risks. The variable degree of correlation between price movements of futures contracts and price movements in the related portfolio positions of the Funds creates the possibility that losses on the hedging instrument may be greater than gains in the value of the Fund’s position. Also, futures and options markets may not be liquid in all circumstances and certain over the counter options may have no markets. As a result, in certain markets, the Funds might not be able to close out a transaction at all or without incurring losses. Although the use of options and futures transactions for hedging should minimize the risk of loss due to a decline in the value of the hedged position, at the same time they tend to limit any potential gain which might result from an increase in the value of such position. If losses were to result from the use of such transactions, they could reduce net asset value and possibly income. The Funds may use these techniques to hedge against changes in interest rates or securities prices or as part of its overall investment strategy. The Funds will segregate liquid assets (or, as permitted by applicable regulation, enter into certain offsetting positions) to cover its obligations under options and futures contracts to avoid leveraging of the Funds.

ILLIQUID AND RESTRICTED SECURITIES. The Funds may not invest more than 5% of its net assets in illiquid securities, including (i) securities for which there is no readily available market; (ii) securities the disposition of which would be subject to legal restrictions (so-called “restricted securities”); and (iii) repurchase agreements having more than seven days to maturity. A considerable period of time may elapse between the Funds’ decision to dispose of such securities and the time when the Funds are able to dispose of them, during which time the value of the securities could decline. Securities which meet the requirements of Securities Act Rule 144A are restricted, but may be determined to be liquid by the Trustees, based on an evaluation of the applicable trading markets.

CONVERTIBLE SECURITIES. Convertible securities include fixed income securities that may be exchanged or converted into a predetermined number of shares of the issuer’s underlying common stock at the option of the holder during a specified period. Convertible securities may take the form of convertible preferred stock, convertible bonds or debentures, units consisting of “usable” bonds and warrants or a combination of the features of several of these securities. Convertible securities are senior to common stocks in an issuer’s capital structure, but are usually subordinated to similar non-convertible securities. While providing a fixed-income stream (generally higher in yield than the income derivable from common stock but lower than that afforded by a similar nonconvertible security), a convertible security also gives an investor the opportunity, through its conversion feature, to participate in the capital appreciation of the issuing company depending upon a market price advance in the convertible security’s underlying common stock.

CLOSED-END INVESTMENT COMPANIES. Each Fund may invest in closed-end investment companies. Shares of closed-end funds are typically offered to the public in a one-time initial public offering by a group of underwriters who retain a spread or underwriting commission of between 4% or 6% of the initial public offering price. Such securities are then listed for trading on the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers Automated Quotation System (commonly known as “NASDAQ”) and, in some cases, may be traded in other over-the-counter markets. Because the shares of closed-end funds cannot be redeemed upon demand to the issuer like the shares of an open-end investment company (such as each Fund), investors seek to buy and sell shares of closed-end funds in the secondary market.

Each Fund generally will purchase shares of closed-end funds only in the secondary market. Each Fund will incur normal brokerage costs on such purchases similar to the expenses each Fund would incur for the purchase of securities of any other type of issuer in the secondary market. Each Fund may, however, also purchase securities of a closed-end fund in an initial public offering when, in the opinion of the Adviser, based on a consideration of the nature of the closed-end Fund’s proposed investments, the prevailing market conditions and the level of demand for such securities, they represent an attractive opportunity for growth of capital. The initial offering price typically will include a dealer spread, which may be higher than the applicable brokerage cost if each Fund purchased such securities in the secondary market.

The shares of many closed-end funds, after their initial public offering, frequently trade at a price per share that is less than the net asset value per share, the difference representing the “market discount” of such shares. This market discount may be due in part to the investment objective of long-term appreciation, which is sought by many closed-end funds, as well as to the fact that the shares of closed-end funds are not redeemable by the holder upon demand to the issuer at the next determined net asset value, but rather, are subject to supply and demand in the secondary market. A relative lack of secondary market purchasers of closed-end fund shares also may contribute to such shares trading at a discount to their net asset value.

A closed end fund in which a Fund invests may issue auction preferred shares (“APS”). The dividend rate for the APS normally is set through an auction process. In the auction, holders of APS may indicate the dividend rate at which they would be willing to hold or sell their APS or purchase additional APS. The auction also provides liquidity for the sale of APS. A Fund may not be able to sell its APS at an auction if the auction fails. An auction fails if there are more APS offered for sale than there are buyers. A closed end fund may not be obligated to purchase APS in an auction or otherwise, nor may the closed end fund be required to redeem APS in the event of a failed auction. As a result, a Fund’s investment in APS may be illiquid. In addition, if the Fund buys APS or elects to retain APS without specifying a dividend rate below which it would not wish to buy or continue to hold those APS, the Fund could receive a lower rate of return on its APS than the market rate.

Each Fund may invest in shares of closed-end funds that are trading at a discount to net asset value or at a premium to net asset value. There can be no assurance that the market discount on shares of any closed-end fund purchased by each Fund will ever decrease. In fact, it is possible that this market discount may increase and each Fund may suffer realized or unrealized capital losses due to further decline in the market price of the securities of such closed-end funds, thereby adversely affecting the net asset value of each Fund’s shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by each Fund at a premium will continue to trade at a premium or that the premium will not decrease subsequent to a purchase of such shares by each Fund.

Closed-end funds may issue senior securities (including preferred stock and debt obligations) for the purpose of leveraging the closed-end Fund’s common shares in an attempt to enhance the current return to such closed-end Fund’s common shareholders. Each Fund’s investment in the common shares of closed-end funds that are financially leveraged may create an opportunity for greater total return on its investment, but at the same time may be expected to exhibit more volatility in market price and net asset value than an investment in shares of investment companies without a leveraged capital structure.

DEPOSITARY RECEIPTS. Sponsored and unsponsored American Depositary Receipts (“ADRs”), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in sponsored form, are designed for use in U.S. securities markets. A sponsoring company provides financial information to the bank and may subsidize administration of the ADR. Unsponsored ADRs may be created by a broker-dealer or depository bank without the participation of the foreign issuer. Holders of these ADRs generally bear all the costs of the ADR facility, whereas foreign issuers typically bear certain costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Unsponsored ADRs may carry more risk than sponsored ADRs because of the absence of financial information provided by the underlying company. Many of the risks described below regarding foreign securities apply to investments in ADRs.

INVESTMENT COMPANY SECURITIES. Each Fund may invest in the securities of other investment companies, including those described under “Closed-End Investment Companies”, to the extent that such an investment would be consistent with the requirements of the 1940 Act and each Fund’s investment objectives. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another

investment company, each Fund becomes a shareholder of that investment company. As a result, each Fund’s shareholders indirectly will bear each Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses each Fund’s shareholders directly bear in connection with each Fund’s own operations.

Except as described below, the 1940 Act currently requires that, as determined immediately after a purchase is made, (i) not more than 5% of the value of a fund’s total assets will be invested in the securities of any one investment company, (ii) not more than 10% of the value of its total assets will be invested in the aggregate in securities of investment companies as a group and (iii) not more than 3% of the outstanding voting stock of any one investment company will be owned by a fund.

Under Rule 12d1-1 under the 1940 Act, however, a Fund may invest in affiliated and unaffiliated money market funds without limit subject to the acquiring Fund’s investment policies and restrictions and the conditions of the rule. Pursuant to Rule 12d1-2 under the 1940 Act, funds of funds that previously were permitted only to invest in affiliated funds, government securities and short-term paper are now permitted under certain circumstances to invest in: (1) unaffiliated investment companies (subject to certain limits), (2) other types of securities (such as stocks, bonds and other securities) not issued by an investment company that are consistent with the fund’s investment policies and (3) affiliated or unaffiliated money market funds as part of “cash sweep” arrangements. One consequence of these new rules is that any fund, whether or not previously designated as a fund of funds, may invest without limit in affiliated funds if the acquisition is consistent with the investment policies of the fund and the restrictions of the rules. A Fund investing in affiliated funds under these new rules could not invest in a Fund that did not have a policy prohibiting it from investing in shares of other funds in reliance on Section 12(d)(1)(F) and (G) of the 1940 Act.

PREFERRED STOCK. Preferred stocks are securities that have characteristics of both common stocks and corporate bonds. Preferred stocks may receive dividends but payment is not guaranteed as with a bond. These securities may be undervalued because of a lack of analyst coverage resulting in a high dividend yield or yield to maturity. The risks of preferred stocks are a lack of voting rights and the Adviser may incorrectly analyze the security, resulting in a loss to each Fund. Furthermore, preferred stock dividends are not guaranteed and management can elect to forego the preferred dividend, resulting in a loss to each Fund.

RIGHTS. Rights are usually granted to existing shareholders of a corporation to subscribe to shares of a new issue of common stock before it is issued to the public. The right entitles its holder to buy common stock at a specified price. Rights have similar features to warrants, except that the life of a right is typically much shorter, usually a few weeks. The Adviser believes rights may become underpriced if they are sold without regard to value and if analysts do not include them in their research. The risk in investing in rights is that the Adviser might miscalculate their value resulting in a loss to each Fund. Another risk is the underlying common stock may not reach the Adviser’s anticipated price within the life of the right.

WARRANTS. Warrants are securities that are usually issued with a bond or preferred stock but may trade separately in the market. A warrant allows its holder to purchase a specified amount of common stock at a specified price for a specified time. The risk in investing in warrants is the Adviser might miscalculate their value, resulting in a loss to each Fund. Another risk is the warrants will not realize their value because the underlying common stock does reach the Adviser’s anticipated price within the life of the warrant.

INVESTMENT RESTRICTIONS

The following policies and investment restrictions have been adopted by each Fund and (unless otherwise noted) are fundamental and cannot be changed without the affirmative vote of a majority of the Funds’ outstanding voting securities as defined in the 1940 Act. The Funds may not:

1. Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, or (b) through the entry into a repurchase agreement.

2. (a) Borrow money, except from banks for temporary or emergency purposes. Any such borrowing will be made only if immediately thereafter there is an asset coverage of at least 300% of all borrowings.

(b) Mortgage, pledge or hypothecate any of its assets except in connection with any such borrowings.

3. Purchase securities on margin, participate on a joint or joint and several basis in any securities trading account, or underwrite securities. (The Funds are not precluded from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities.)

4. Purchase or sell real estate, commodities or commodity contracts (other than futures transactions for the purposes and under the conditions described in the prospectus and in this SAI).

5. Invest 25% or more of the market value of its assets in the securities of companies engaged in any one industry. (This restriction does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities.)

6. Issue senior securities, as defined in the 1940 Act, except that this restriction shall not be deemed to prohibit a Fund from (a) making any permitted borrowings, mortgages or pledges, or (b) entering into options, futures, forward or repurchase transactions.

7. Purchase the securities of any issuer, if as a result more than 5% of the total assets of the Funds would be invested in the securities of that issuer, other than obligations of the U.S. Government, its agencies or instrumentalities, provided that up to 25% of the value of the Funds’ assets may be invested without regard to this limitation.

The Funds observe the following policies, which are not deemed fundamental and which may be changed without shareholder vote. The Funds may not:

1. Purchase any security if as a result the Funds would then hold more than 10% of any class of securities of an issuer (taking all common stock issues of an issuer as a single class, all preferred stock issues as a single class, and all debt issues as a single class) or more than 10% of the outstanding voting securities of a single issuer.

2. Invest in any issuer for purposes of exercising control or management.

3. Invest in securities of other investment companies which would result in the Funds owning more than 3% of the outstanding voting securities of any one such investment company, Funds owning securities of another investment company having an aggregate value in excess of 5% of the value of the Fund’s total assets, or Funds owning securities of investment companies in the aggregate which would exceed 10% of the value of the Funds’ total assets, except as permitted by the Investment Company Act of 1940 and the rules thereunder.

4. Invest, in the aggregate, more than 5% of its net assets in securities with legal or contractual restrictions on resale, securities which are not readily marketable and repurchase agreements with more than seven days to maturity.

5. Invest more than 15% of its assets in securities of foreign issuers (including American Depositary Receipts with respect to foreign issuers, but excluding securities of foreign issuers listed and traded on a domestic national securities exchange).

6. Invest in securities issued by any affiliate of the Adviser. If a percentage restriction described in the Prospectus or this Statement of Additional Information is adhered to at the time of investment, a subsequent increase or decrease in a percentage resulting from a change in the values of assets will not constitute a violation of that restriction, except for the policies regarding borrowing and illiquid securities or as otherwise specifically noted.

Portfolio Turnover

The portfolio turnover rate for the Funds is calculated by dividing the lesser of the Funds’ purchases or sales of portfolio securities for the year by the monthly average value of the portfolio securities. The calculation excludes all securities whose remaining maturities at the time of acquisition were one year or less.

The portfolio turnover rate may vary greatly from year to year, as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates generally will result in higher

transaction costs, including brokerage commissions, to the Funds and may result in additional tax consequences to the Funds’ Shareholders. Portfolio turnover will not be a limiting factor in making investment decisions.

NET ASSET VALUE

As indicated in the Prospectus, the net asset value of the Funds is determined once daily as of the close of public trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for trading. The New York Stock Exchange will not open inobservance of the following holidays: New Year’s Day, Martin Luther King, Jr.’s Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving, and Christmas. The Funds do not expect to determine the net asset value of their shares on any day when the Exchange is not open for trading, even if there is sufficient trading in portfolio securities on such days to materially affect the net asset value per share.

Investments in securities for which market quotations are readily available are valued based upon their current available prices in the principal market in which such securities are normally traded. Unlisted securities for which market quotations are readily available are valued at such market value. Securities and other assets for which quotations (i) are not readily available, or (ii) in the opinion of the Adviser, do not reflect fair value, or if an event occurs after the close of trading on the exchange or market on which they security is principally traded (but prior to the time the net asset value is calculated) that materially affects fair value, are valued at their fair value as determined in good faith under consistently applied procedures established by and under the general supervision of the Trustees of the Trust. Short-term securities (i.e., with maturities of 60 days or less) are valued at either amortized cost or original cost plus accrued interest, which approximates current value.

Among the factors that will be considered, if they apply, in valuing portfolio securities held by a Fund are the existence of restrictions upon the sale of the security by the Fund, the absence of a market for the security, the extent of any discount in acquiring the security, the estimated time during which the security will not be freely marketable, the expenses of registering or otherwise qualifying the security for public sale, underwriting commissions if underwriting would be required to effect a sale, the current yields on comparable securities for debt obligations traded independently of any equity equivalent, changes in the financial condition and prospects of the issuer, and any other factors affecting fair value. In making valuations, opinions of counsel may be relied upon as to whether or not securities are restricted securities and as to the legal requirements for public sale.

The Trust may use a pricing service to value certain portfolio securities where the prices provided are believed to reflect the fair market value of such securities. A pricing service would normally consider such factors as yield, risk, quality, maturity, type of issue, trading characteristics, special circumstances and other factors it deems relevant in determining valuations of normal institutional trading units of debt securities and would not rely exclusively on quoted prices. Certain instruments, for which pricing services used for the Funds do not provide prices, may be valued by the Trust using methodologies similar to those used by pricing services, where such methodologies are believed to reflect fair value of the subject security. The methods used by the pricing service and the Funds and the valuations so established will be reviewed by the Trust under the general supervision of the Trust’s Board of Trustees. Several pricing services are available, one or more of which may be used by the Adviser from time to time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of each of the Funds are sold on a continuous basis by BHIL Distributors, Inc. (“BHIL”), and BHIL has agreed to use appropriate efforts to solicit all purchase orders. In addition to purchasing Shares directly from the Fund, Shares may be purchased through procedures established by BHIL in connection with the requirements of accounts at the Adviser or the Adviser’s affiliated entities (collectively, “Entities”). Customers purchasing Shares of the Funds may include officers, directors, or employees of the Adviser or the Entities.

The Trust may suspend the right of redemption or postpone the date of payment for Shares during any period when (a) trading on the NYSE is restricted by applicable rules and regulations of the Commission, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the Commission has by order permitted such suspension, or (d) an emergency exists as a result of which (i) disposal by the Trust of securities owned by it is not reasonably practical, or (ii) it is not reasonably practical for the Trust to determine the fair value of its net assets.

MANAGEMENT OF THE TRUST

THE BOARD OF TRUSTEES

The Board of Trustees has general oversight responsibility with respect to the business and affairs of the Trust and the Funds. The Board has engaged service providers to manage and/or administer the day-to-day operations of the Funds and is responsible for overseeing such service providers. The Board is currently composed of four Trustees, three of whom are not an “interested persons” of the Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. The Chairman of the Board is an Independent Trustee. The Chairman’s responsibilities include, among other things, scheduling Board meetings, setting and prioritizing Board meeting agendas, serving as a point person for the exchange of information between management and the Board of Trustees, coordinating communications among the Trustees, and ensuring that the Board receives reports from management on essential matters.

INTERESTED TRUSTEES

NAME, ADDRESS AND AGE	POSITION(S) HELD WITH THE FUNDS	TERM OF OFFICE* AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS	NUMBER OF FUNDS IN FUND COMPLEX** OVERSEEN BY TRUSTEE	OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS

Lucia B. Santini One Beacon Street, 33 rd Floor Boston, MA 02108 Date of Birth: 10/2/1958	Trustee and President	Indefinite; Since May 2011	Managing Director, Boston Trust Investment Management, Inc., February, 2001 to present; Senior Vice President and Senior Portfolio Manager, Boston Trust & Investment Management Company (bank trust company), November 1993 to present.	9	None

* Trustees and officers hold their positions until resignation or removal.

** The “Fund Complex” consists of The Boston Trust and Walden Funds.

Ms. Santini is considered an “interested person” of the Trust as defined in the 1940 Act due to her employment with Boston Trust Investment Management, Inc., the Funds’ investment adviser.

INDEPENDENT TRUSTEES

NAME, ADDRESS AND AGE	POSITION(S) HELD WITH THE FUNDS	TERM OF OFFICE* AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS	NUMBER OF FUNDS IN FUND COMPLEX** OVERSEEN BY TRUSTEE	OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING THE PAST FIVE YEARS

Diane E. Armstrong 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 7/2/1964	Trustee	Indefinite; Since November 2004	Managing Director of Financial Planning Services, WealthStone (financial planning firm), July, 2008 to present. Principal of King, Dodson Armstrong Financial Advisors, Inc. August, 2003 to July, 2008. Director of Financial Planning, Hamilton Capital Management. April, 2000 to August, 2003.	9	None

Michael M. Van Buskirk 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 2/22/1947	Trustee and Chairman of the Board	Indefinite; Trustee since January, 1992. Chairman since January, 2006.	President and Chief Executive Officer, Ohio Bankers League. May, 1991 to present.	9	Advisers Investment Trust

James H. Woodward 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 11/24/1939	Trustee	Indefinite; Since February, 2006	Chancellor Emeritus, University of North Carolina at Charlotte, August, 2005 to present. Chancellor, North Carolina State University, June, 2009 to April, 2010. Chancellor, University of North Carolina at Charlotte. July, 1989 to July, 2005.	9	None

* Trustees hold their position until their resignation or removal.

** The “Fund Complex” consists of The Boston Trust and Walden Funds.

OFFICERS WHO ARE NOT TRUSTEES

NAME, ADDRESS AND AGE	POSITION(S) HELD WITH THE FUNDS	TERM OF OFFICE* AND LENGTH OF TIME SERVED	PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS

Jennifer Ellis One Beacon Street, 33 rd Floor Boston, MA 02108 Date of Birth: 7/29/1972	Treasurer	Indefinite; Since May, 2011	Chief Financial Officer/Treasurer, Boston Trust & Investment Management Company, May 2011 to present; Finance Director, Bain Capital, June 2008 to May 2010; Vice-President of Finance, Vesbridge Partners, June 2004 to June 2008

Curtis Barnes 100 Summer Street Boston, MA 02110 Date of Birth: 9/24/1953	Secretary	Indefinite; Since May, 2007	Senior Vice President, Citi Fund Services Ohio, Inc. (formerly BISYS Fund Services Ohio, Inc.), August, 2007 to present; Vice President, BISYS Fund Services Ohio, Inc., July, 2004 to July, 2007.

Eric B. Phipps 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 6/20/1971	Chief Compliance Officer	Indefinite; Since February, 2006	Vice President, Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.) June, 2006 to present. Staff Accountant, United States Securities and Exchange Commission October, 2004 to May, 2006. Director of Compliance, BISYS Fund Services Ohio, Inc., December, 1995 to October, 2004.

* Officers hold their positions until a successor has been duly elected and qualified.

Each Trustee is nominated to serve on the Board of Trustees based on their particular experiences, qualifications, attributes and skills. The characteristics that led the Board to conclude that each of the Trustees should continue to serve as a Trustee of the Trust are discussed below.

Michael M. Van Buskirk. Mr. Van Buskirk has been a Trustee since the 1992 and has served as Chairman of the Board of Trustees since 2006. Mr. Van Buskirk is the Chairman and Chief Executive Officer of the Ohio Bankers League, a financial trade association. Mr. Van Buskirk formerly was a senior executive of a major financial services company. Mr. Van Buskirk’s has deep knowledge of the Trust and its service providers, the creation and distribution of financial products and the regulatory framework under with the Trust operates.

Diane E. Armstrong. Ms. Armstrong is the Chairwomen of the Trust’s Audit Committee and is the Director of Financial Planning for WealthStone, a wealth management and financial planning firm. Ms. Armstrong has served on the Board of Trustees since 2004 and is Chairwomen of the Trust’s Audit Committee. Ms. Armstrong brings investment, auditing, budgeting and financial reporting skills to the Board of Trustees and her investment management background provides important insights into the needs of Fund shareholders.

Lucia B. Santini. Ms. Santini was appointed to the Board of Trustees in 2011 and serves as President of the Trust. Ms. Santini has been a Managing Director of Boston Trust Investment Management, Inc., the Funds’ Adviser, since 2001 and Senior Vice President and Senior Portfolio Manager of Boston Trust & Investment Management Company, the parent of the Adviser, since 1993. Ms. Santini brings operational, investment management and marketing knowledge to the Board of Trustees.

James H. Woodward. Mr. Woodward has served on the Board of Trustees since 2006 and is Chairman of the Trust’s Nominating Committee. Mr. Woodward is the Chancellor Emeritus of both North Carolina State University and the University of North Carolina at Charlotte. His strategic planning, organizational and leadership skills help the Board set long-term goals for the Funds and establish processes for overseeing Trust policies and procedures.

BOARD COMMITTEES

The Board has established an Audit Committee, Nominating Committee and Valuation Committee to assist it in performing its oversight function. The Audit Committee, composed entirely of Independent Trustees, oversees the Trust’s accounting and financial reporting policies and practices and the quality and objectivity of the Trust’s financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trust’s internal accounting and control structure, its auditing function and its financial reporting process, (ii) selecting and recommending to the full Board of Trustees the appointment of auditors for the Trust, (iii) reviewing audit plans, fees, and other material arrangements with respect to the engagement of auditors, including the performance of permissible non-audit services; (iv) reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities and (v) monitoring the auditor’s independence. The Audit Committee met two times during the last fiscal year. The Nominating Committee, also comprised of all of the Independent Trustees, evaluates the qualifications of candidates and makes nominations for independent trustee membership on the Board. The Nominating Committee does not consider nominees recommended by shareholders. During the last fiscal year, the Nominating Committee held no meetings. The purpose of the Valuation Committee, which is comprised of at least two Trustees at all times, one of whom must be an Independent Trustee, is to oversee the implementation of the Trust’s valuation procedures and to make fair value determinations on behalf of the Board as specified in the valuation procedures. The Valuation Committee meets as necessary. The Board has determined that leadership by an Independent Trustee and a committee structure that is led by Independent Trustees is appropriate for the Trust and allows the Board to effectively and efficiently evaluate issues that impact the Trust as a whole as well as issues that are unique to each Fund.

RISK OVERSIGHT

Mutual funds face a number of risks, including investment risk, compliance risk and valuation risk. The Board oversees management of the Funds’ risks directly and through its committees. While day-to-day risk management responsibilities rest with the Trust’s Chief Compliance Officer, investment adviser and other service providers, the Board monitors and tracks risk by:

1. Receiving and reviewing quarterly and ad hoc reports related to the performance and operations of the Funds;

2. Reviewing and approving, as applicable, the compliance policies and procedures of the Trust, including the Trust’s valuation policies and transaction procedures;

3. Periodically meeting with portfolio management to review investment strategies, techniques and the processes used to manage related risks;

4. Meeting with representatives of key service providers, including the Fund’s investment adviser, administrator, transfer agent and independent registered public accounting firm to discuss the activities of the Funds;

5. Engaging the services of the Chief Compliance Officer of the Trust to test the compliance procedures of the Trust and its service providers;

6. Receiving and reviewing reports from the Trust’s independent registered public accounting firm regarding the Fund’s financial condition and the Trust’s internal controls

7. Receiving reports from the investment adviser’s Chief Compliance Officer and the Trust’s Anti-Money Laundering Compliance Officer; and

8. Receiving and reviewing an annual written report prepared by the Trust’s Chief Compliance Officer reviewing the adequacy of the Trust’s compliance policies and procedures and the effectiveness of their implementation.

The Board has concluded that its general oversight of the investment adviser and other service providers as implemented through the reporting and monitoring process outlined above allows the Board to effectively administer its risk oversight function.

OWNERSHIP OF SECURITIES

As of June 30, 2012, the Trust’s Trustees and officers, as a group, owned less than 1% of each Fund’s outstanding Shares.

For the year ended December 31, 2011, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:

INTERESTED TRUSTEES

NAME OF TRUSTEE	DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS	AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES*

Lucia B. Santini	Over $100,000	Over $100,000

INDEPENDENT TRUSTEES

NAME OF TRUSTEE	DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS	AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES*

Diane E. Armstrong	None	None

Michael M. Van Buskirk	Over $100,000	Over $100,000

James H. Woodward	$0 - $10,000	$0 - $10,000

* “Family of Investment Companies” means The Boston Trust and Walden Funds.

The Officers of the Trust (other than the Chief Compliance Officer) receive no compensation directly from the Trust for performing the duties of their offices. Citi Fund Services Ohio, Inc. (“Citi”) receives fees from the Funds for acting as administrator and sub-transfer agent and for providing certain fund accounting services. Messrs. Barnes and Phipps are employees of Citi.

Trustees of the Trust not affiliated with Citi or the Adviser receive from the Trust, effective as of December 5, 2008, the following fees: a quarterly retainer fee of $2,000 per quarter; a regular meeting fee of $1,000 per meeting; a special in-person meeting fee of $1,000; a telephonic meeting fee of $500; and a $500 per meeting fee for all other committee meetings. Trustees are also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Trustees who are affiliated with Citi do not receive compensation from the Trust.

For the fiscal year ended March 31, 2012 the Trustees received the following compensation from the Trust and from certain other investment companies (if applicable) that have the same investment adviser as the Funds or an investment adviser that is an affiliated person of the Trust’s investment adviser:

NAME OF TRUSTEE	AGGREGATE COMPENSATION FROM THE FUNDS		PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF FUNDS EXPENSES		ESTIMATED ANNUAL BENEFITS UPON RETIREMENT		TOTAL COMPENSATION FROM THE FUND AND FUND COMPLEX PAID TO THE TRESTEES*

Diane E. Armstrong	$	12,000	$	0	$	0	$	12,000

Lucia B. Santini**	$	0	$	0	$	0	$	0

Michael M. Van Buskirk	$	12,000	$	0	$	0	$	12,000

James H. Woodward	$	12,000	$	0	$	0	$	12,000

* The “Fund Complex” consists of The Boston Trust and Walden Funds.

** Ms. Santini was appointed to the Board on May 19, 2011. As an interested Trustee, Ms. Santini receives no compensation.

INVESTMENT ADVISER

Investment advisory and management services are provided to the Funds by Boston Trust Investment Management, Inc. (the “Adviser”), pursuant to an Investment Advisory Agreement dated as of September 30, 2004, as amended. The Adviser is a wholly-owned subsidiary of Boston Trust & Investment Management Company, a Massachusetts chartered banking and trust company (“Boston Trust”), which in turn is a wholly-owned subsidiary of BTIM Corporation, a bank holding company organized as a Delaware corporation. Under the terms of the Investment Advisory Agreement, the Adviser has agreed to provide investment advisory services as described in the Prospectus of the Funds. For the services provided and expenses assumed pursuant to the Investment Advisory Agreement, each Fund pays the Adviser a fee, computed daily and paid monthly, at the following annual rates: Boston Trust Investment Fund 0.75% of average daily net assets; Boston Trust Equity Fund 0.75% of average daily net assets; Boston Trust Small Cap Fund 0.75% of average daily net assets; Boston Trust Midcap Fund 0.75% of average daily net assets; Boston Trust SMID Cap Fund 0.75% of average daily net assets; Walden Investment Fund 0.75% of average daily net assets; Walden Equity Fund 0.75% of average daily net assets; Walden Midcap Fund 0.75% of average daily net assets; Walden SMID Cap Innovations Fund 0.75% of average daily net assets and Walden Small Cap Fund 0.75% of average daily net assets.

The Investment Advisory Agreement for each Fund continues year to year for successive annual periods if, as to each Fund, such continuance is approved at least annually by the Trust’s Board of Trustees or by vote of a majority of the outstanding Shares of the relevant Fund (as defined in the Funds’ Prospectus), and a majority of the Trustees who are not parties to the Investment Advisory Agreement or interested persons (as defined in the 1940 Act) of any party to the Investment Advisory Agreement by votes cast in person at a meeting called for such purpose. The Investment Advisory Agreement is terminable as to the Funds at any time on 60 days’ written notice without penalty by the Trustees, by vote of a majority of the outstanding Shares of that Fund, or by the Adviser. The Investment Advisory Agreement also terminates automatically in the event of any assignment, as defined in the 1940 Act, or for reasons as set forth in the Agreement.

The Investment Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of the Investment Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard by the Adviser of its duties and obligations thereunder.

For each of the past three fiscal years ending March 31, the Funds paid the Adviser investment advisory fees pursuant to the terms of the Investment Advisory Agreement and the Adviser waived and/or reimbursed investment advisory fees pursuant to the terms of an expense limitation agreement in effect with respect to each of the Funds as follows:

FUND		2010			2011			2012
Boston Trust Asset Management Fund	Advisory Fees Paid	$	1,315,294		$	1,558,874	**	$	1,847,873	***
	Waived and/Reimbursed	$	44,935		$	0		$	0

Boston Trust Equity Fund	Advisory Fees Paid	$	360,054		$	415,918		$	479,132	****
	Waived and/Reimbursed	$	26,106		$	13,866		$	0

Boston Trust Midcap Fund	Advisory Fees Paid	$	85,663		$	151,132		$	199,657
	Waived and/Reimbursed	$	29,358		$	27,687		$	33,899

Boston Trust Small Cap Fund	Advisory Fees Paid	$	642,565		$	1,381,352		$	2,096,847
	Waived and/Reimbursed	$	72,080		$	105,195		$	60,584

Boston Trust SMID Cap Fund	Advisory Fees Paid	$	0	*	$	0	*	$	7,496
	Waived and/Reimbursed	$	0	*	$	0	*	$	11,533

Walden Asset Management Fund	Advisory Fees Paid	$	261,765		$	326,088		$	379,758
	Waived and/Reimbursed	$	38,125		$	32,028		$	33,900

Walden Equity Fund	Advisory Fees Paid	$	457,536		$	584,290		$	702,014
	Waived and/Reimbursed	$	63,210		$	51,177		$	26,043

Walden Midcap Fund	Advisory Fees Paid	$	0	*	$	0	*	$	48,078
	Waived and/Reimbursed	$	0	*	$	0	*	$	18,288

Walden Small Cap Innovations Fund	Advisory Fees Paid	$	91,255		$	228,601		$	406,952
	Waived and/Reimbursed	$	75,530		$	61,924		$	45,712

Walden SMID Cap Innovations Fund	Advisory Fees Paid	$	0	*	$	0	*	$	0	*
	Waived and/Reimbursed	$	0	*	$	0	*	$	0	*

*		The Fund had not commenced operations as of this period.
**		Includes $17,016 recoupment of amounts previously waived and/or reimbursed
***		Includes $80,412 recoupment of amounts previously waived and/or reimbursed
****		Includes $6,335 recoupment of amounts previously waived and/or reimbursed

As of March 31, 2012, the Adviser may recoup $4,171, $39,972, $90,944, $11,533, $237,860, $104,054, $140,430, $18,288 and $183,166 from the Funds as follows:

Funds	Amount		Expires	Funds	Amount		Expires
Boston Trust Asset Management Fund	$	4,171	2013	Walden Asset Management Fund	$	38,125	2013

Boston Trust Equity Fund	26,106		2013		32,028		2014
	13,866		2014		33,900		2015

Boston Trust Midcap Fund	29,358		2013	Walden Equity Fund	63,210		2013
	27,687		2014		51,177		2014
	33,899		2015		26,043		2015

Boston Trust SMID Cap Fund	11,533		2015	Walden Mid Cap Fund	18,288		2015

Boston Trust Small Cap Fund	72,080		2013	Walden Small Cap Innovations Fund	75,530		2013
	105,195		2014		61,924		2014
	60,584		2015		45,712		2015

PORTFOLIO MANAGER INFORMATION

Domenic Colasacco serves as Portfolio Manager for both the Boston Trust Asset Management Fund and the Boston Trust Equity Fund. Kenneth Scott serves as Portfolio Manager for the Boston Trust Small Cap Fund, the Boston Trust SMID Cap Fund, the Walden Small Cap Innovations Fund and the Walden SMID Cap Innovations Fund. William H. Apfel serves as Portfolio Manager for the Walden Asset Management Fund and the Walden Equity Fund and Stephen Amyouny serves as Portfolio Manager for the Boston Trust Midcap Fund. Stephen Franco serves as Portfolio Manager for both the Boston Trust SMID Cap Fund and the Walden SMID Cap Innovations Fund. Heidi Vanni serves as Portfolio Manager for both the Boston Trust SMID Cap Fund and the Walden SMID Cap Innovations Fund. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of March 31, 2012:

PORTFOLIO MANAGER	OTHER REGISTERED INVESTMENT COMPANY ACCOUNTS	ASSETS MANAGED ($ MILLIONS)		OTHER POOLED INVESTMENT VEHICLE ACCOUNTS	ASSETS MANAGED ($ MILLIONS)		OTHER ACCOUNTS *	ASSETS MANAGED ($ MILLIONS)
DOMENIC COLASACCO	0	$	0	2	$	410.8	198	$	1,065.0
KENNETH SCOTT	2	$	195.0	2	$	34.4	78	$	922.7
STEPHEN AMYOUNY	0	$	0	1	$	5.0	94	$	672.2
WILLIAM H. APFEL	0	$	0	2	$	241.0	83	$	771.4
STEPHEN FRANCO	0	$	0	0	$	0	27	$	239.7
HEIDI VANNI	0	$	0	0	$	0	19	$	55.6

The majority of these other accounts are invested in one of the other pooled investment vehicles listed above.

The Adviser has no performance-based accounts.

Portfolio managers at the Adviser may manage accounts for multiple clients. Portfolio managers at the Adviser make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. The management of multiple accounts may result in a portfolio manager

devoting unequal time and attention to the management of each account. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, the Adviser may take action with respect to one account that may differ from the timing or nature of action taken, with respect to another account. Accordingly, the performance of each account managed by a portfolio manager will vary.

The compensation of the portfolio managers varies with the general success of the Adviser as a firm and its affiliates. Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Adviser and its affiliates for the given time period. The portfolio managers’ compensation is not linked to any specific factors, such as a Fund’s performance or asset level.

The Adviser’s compensation structure is designed to recognize cumulative contribution to its investment policies and process, and client service. Compensation incentives align portfolio manager interests with the long-term interest of clients. Short-term, return based incentives, which may encourage undesirable risk are not employed. Returns and portfolios are monitored for consistency with investment policy parameters.

The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, which it believes address the potential conflicts associated with managing multiple accounts for multiple clients.

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of March 31, 2012 is as follows:

PORTFOLIO MANAGER		DOLLAR RANGE OF EQUITY SECURITIES BENEFICIALLY OWNED
DOMENIC COLASACCO	Boston Trust Asset Management Fund	Over $1,000,000
	Boston Trust Equity Fund	$500,001 - $1,000,000

KENNETH SCOTT	Boston Trust Small Cap Fund	$10,001 - $50,000
	Boston Trust SMID Cap Fund	$10,001 - $50,000
	Walden Small Cap Innovations Fund	$10,001 - $50,000

STEPHEN AMYOUNY	Boston Trust Midcap Fund	$100,0001 - $500,000
	Walden Midcap Fund	$0

WILLIAM APFEL	Walden Equity Fund	Over $1,000,000
	Walden Asset Management Fund	$0

STEPHEN FRANCO	Boston Trust SMID Cap Fund	$50,001 - $500,000

HEIDI VANNI	Boston Trust SMID Cap Fund	$0

Code of Ethics

The Boston Trust & Walden Funds and the Adviser have each adopted a Code of Ethics, pursuant to Rule 17j-1 under the Investment Company Act of 1940, applicable to securities trading practices of its personnel. Each Code permits covered personnel to trade in securities in which a Fund may invest, subject to certain restrictions and reporting requirements.

Portfolio Transactions

References to the Adviser with respect to portfolio transactions include its affiliate, Boston Trust & Investment Management Company. Pursuant to the Investment Advisory Agreement with respect to the Funds, the Adviser determines, subject to the general supervision of the Board of Trustees of the Trust and in accordance with the Funds’ investment objectives and restrictions, which securities are to be purchased and sold by the Funds, and which brokers are to be eligible to execute such Funds’ portfolio transactions.

Purchases from underwriters of portfolio securities generally include a commission or concession paid by the issuer to the underwriter, and purchases from dealers serving as market makers may include the spread between the bid and asked price.

Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Trust, where possible, will deal directly with dealers who make a market in the securities involved except in those circumstances where better price and execution are available elsewhere.

Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment and in a manner deemed fair and reasonable to Shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Adviser may receive orders for transactions on behalf of the Funds. The Adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing the Funds’ brokerage transactions which are in excess of the amount of commission another broker would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of that particular transaction or in terms of all of the accounts over which it exercises investment discretion. Any such research and other statistical and factual information provided by brokers to the Funds or to the Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser under its respective agreement regarding management of the Funds. The cost, value and specific application of such information are indeterminable and hence are not practicably allocable among the Funds and other clients of the Adviser who may indirectly benefit from the availability of such information. Similarly, the Funds may indirectly benefit from information made available as a result of transactions effected for such other clients. Under the Investment Advisory Agreement, the Adviser is permitted to pay higher brokerage commissions for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934. In the event the Adviser does follow such a practice, it will do so on a basis which is fair and equitable to the Trust and the Funds. For each of the past three fiscal years ending March 31, the Funds paid commissions to firms that provide brokerage and research services to the Funds as follows:

FUND		2010			2011			2012
Boston Trust Asset Management Fund	Commissions	$	16,675		$	35,102		$	24,096
	Aggregate Portfolio Transactions	$	41,930,064		$	49,444,056		$	34,683,380

Boston Trust Equity Fund	Commissions	$	5,605		$	11,890		$	10,378
	Aggregate Portfolio Transactions	$	18,779,350		$	17,647,735		$	15,091,981

Boston Trust Midcap Fund	Commissions	$	1,094		$	8,395		$	7,185
	Aggregate Portfolio Transactions	$	9,184,019		$	12,741,803		$	10,618,861

Boston Trust Small Cap Fund	Commissions	$	52,441		$	65,663		$	176,214
	Aggregate Portfolio Transactions	$	112,837,419		$	217,016,255		$	223,506,544

Boston Trust SMID Cap Fund	Commissions	$	0	*	$	0	*	$	1,195
	Aggregate Portfolio Transactions	$	0	*	$	0	*	$	3,852,311

Walden Asset Management Fund	Commissions	$	5,849		$	10,997		$	10,032
	Aggregate Portfolio Transactions	$	15,908,937		$	17,918,542		$	18,851,856

Walden Equity Fund	Commissions	$	9,650		$	22,781		$	17,048
	Aggregate Portfolio Transactions	$	36,335,552		$	28,265,432		$	25,254,830

Walden Midcap Fund	Commissions	$	0	*	$	0	*	$	8,051
	Aggregate Portfolio Transactions	$	0	*	$	0	*	$	13,471,774

Walden Small Cap Innovations Fund	Commissions	$	5,878		$	6,940		$	33,936
	Aggregate Portfolio Transactions	$	15,925,158		$	38,816,000		$	36,206,119

Walden SMID Cap Innovations Fund	Commissions	$	0	*	$	0	*	$	0	*
	Aggregate Portfolio Transactions	$	0	*	$	0	*	$	0	*

The Fund had not commenced operations as of this period.

The Adviser may not give consideration to sales of shares of the Funds as a factor in the selection of brokers-dealers to execute portfolio transactions. However, the Adviser may place portfolio transactions with brokers or dealers that promote or sell the Funds’ shares so long as such selection is based on the quality of the broker’s execution and not on its sales efforts.

Except as otherwise disclosed to the shareholders of the Funds and, as permitted by applicable laws, rules and regulations, the Trust will not, on behalf of the Funds, execute portfolio transactions through, acquire portfolio securities issued by, make savings deposits in, or enter into repurchase or reverse repurchase agreements with the Adviser or its affiliates, and will not give preference to the Adviser’s correspondents with respect to such transactions, securities, savings deposits, repurchase agreements, and reverse repurchase agreements.

Investment decisions for each Fund are made independently from those for the other Funds, other funds of the Trust or any other investment company or account managed by the Adviser, but may be contemporaneous. Any such other fund, investment company or account may also invest in the same securities as the Trust on behalf of the Funds. When a purchase or sale of the same security is made at substantially the same time on behalf of a Fund and another fund of the Trust managed by the Adviser, investment company or account, the transaction will be averaged as to price and available investments will be allocated as to amount in a manner which the Adviser believes to be equitable to the Fund and such other fund, investment company or account. In some instances, this investment procedure may affect adversely the price paid or received by a Fund or the size of the position obtained by a Fund. To the extent permitted by law, the Adviser may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for the other Funds or for other investment companies or accounts in order to obtain best execution. As provided by the Investment Advisory Agreement, in making investment recommendations for the Funds, the Adviser will not inquire nor take into consideration whether an issuer of securities proposed for purchase or sale by the Trust is a customer of the Adviser, any of its subsidiaries or affiliates and, in dealing with its customers, the Adviser, its subsidiaries and affiliates will not inquire or take into consideration whether securities of such customers are held by the Funds or any other fund of the Trust.

For each of the past three fiscal years ending March 31, the Funds paid brokerage commissions as follows:

FUND	2010			2011			2012
Boston Trust Asset Management Fund	$	48,825		$	40,619		$	24,098
Boston Trust Equity Fund	$	21,290		$	14,673		$	10,380
Boston Trust Midcap Fund	$	9,806		$	10,180		$	7,154
Boston Trust Small Cap Fund	$	147,184		$	208,538		$	176,442
Boston Trust SMID Cap Fund	$	0	*	$	0	*	$	1,916
Walden Asset Management Fund	$	17,497		$	14,714		$	10,033
Walden Equity Fund	$	37,750		$	25,338		$	17,050
Walden Midcap Fund	$	0	*	$	0	*	$	8,051
Walden Small Cap Innovations Fund	$	20,874		$	33,672		$	34,089
Walden SMID Cap Innovations Fund	$	0	*	$	0	*	$	0	*

* The Fund had not commenced operations as of this period.

Administrator and Fund Accounting Services

Citi serves as administrator (the “Administrator”) to the Funds pursuant to a Management and Administration Agreement dated as of March 23, 1999 (the “Administration Agreement”). Prior to its acquisition by Citigroup on August 1, 2007, the Administrator was known as BISYS Fund Services Ohio, Inc. The Administrator assists in supervising all operations of the Funds.

Under the Administration Agreement, the Administrator has agreed to maintain office facilities; furnish statistical and research data, clerical, certain bookkeeping services and stationery and office supplies; prepare the periodic reports to the Commission on Form N-SAR or any replacement forms therefore; compile data for, assist the Trust or its designee in the preparation of, and file all of the Funds’ federal and state tax returns and required tax filings other than those required to be made by the Funds’ custodian and Transfer Agent; prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; assist to the extent requested by the Trust with the Trust’s preparation of its Annual and Semi-Annual Reports to Shareholders and its Registration Statement (on Form N-1A or any replacement therefor); compile data for, prepare and file timely Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and records of each Fund, including calculation of daily

expense accruals; and generally assist in all aspects of the Funds’ operations. Under the Administration Agreement, the Administrator may delegate all or any part of its responsibilities thereunder.

The Administrator receives a tiered fee from the Trust for its services as Administrator pursuant to an Administration Agreement. The fee is calculated daily and paid periodically at an annual rate of up to 0.15% of the Funds’ average daily net assets on the first $250 million in Trust assets, 0.13% on Trust assets in excess of $250 million and up to $500 million, 0.11% on Trust assets in excess of $500 million and up to $750 million and 0.09% on Trust assets in excess of $750 million.

For each of the past three fiscal years ending March 31, the Funds paid the Administrator total Administration Fees as follows:

FUND		2010			2011			2012
Boston Trust Asset Management Fund	Administrative Fees Paid	$	357,090		$	422,609		$	453,899
	Administrative Fees Voluntarily Waived	$	102,094		$	136,554		$	154,412

Boston Trust Equity Fund	Administrative Fees Paid	$	99,456		$	115,179		$	121,376
	Administrative Fees Voluntarily Waived	$	28,005		$	36,462		$	41,273

Boston Trust Midcap Fund	Administrative Fees Paid	$	26,472		$	44,410		$	51,301
	Administrative Fees Voluntarily Waived	$	6,693		$	13,302		$	17,468

Boston Trust Small Cap Fund	Administrative Fees Paid	$	175,409		$	373,124		$	536,687
	Administrative Fees Voluntarily Waived	$	50,265		$	121,777		$	182,005

Boston Trust SMID Cap Fund	Administrative Fees Paid	$	0	*	$	0	*	$	1,755
	Administrative Fees Voluntarily Waived	$	0	*	$	0	*	$	521

Walden Asset Management Fund	Administrative Fees Paid	$	76,293		$	93,388		$	97,401
	Administrative Fees Voluntarily Waived	$	20,319		$	28,564		$	33,082

Walden Equity Fund	Administrative Fees Paid	$	125,690		$	160,000		$	180,184
	Administrative Fees Voluntarily Waived	$	35,525		$	51,264		$	61,254

Walden Midcap Fund	Administrative Fees Paid	$	0	*	$	0	*	$	11,874
	Administrative Fees Voluntarily Waived	$	0	*	$	0	*	$	3,794

Walden Small Cap Innovations Fund	Administrative Fees Paid	$	28,578		$	65,793		$	103,944
	Administrative Fees Voluntarily Waived	$	7,141		$	20,187		$	35,071

Walden SMID Cap Innovations Fund	Administrative Fees Paid	$	0	*	$	0	*	$	0	*
	Administrative Fees Voluntarily Waived	$	0	*	$	0	*	$	0	*

* The Fund had not commenced operations as of this period.

The Administration Agreement is renewed automatically for successive one-year terms, unless written notice not to renew is given by the non-renewing party to the other party at least 60 days prior to the expiration of the then-current term. The Administration Agreement is terminable with respect to a particular Fund only upon mutual agreement of the parties to the Administration Agreement and for cause (as defined in the Administration Agreement) by the party alleging cause, on not less than 60 days’ notice by the Trust’s Board of Trustees or by the Administrator.

The Administration Agreement provides that the Administrator shall not be liable for any error of judgment or mistake of law or any loss suffered by any Fund in connection with the matters to which the Administration Agreement relates, except a loss resulting from willful misfeasance, bad faith, or negligence in the performance of its duties, or from the reckless disregard by the Administrator of its obligations and duties thereunder.

In addition, Citi provides certain fund accounting services to the Funds pursuant to a Fund Accounting Agreement dated as of March 23, 1999. Under such Agreement, Citi maintains the accounting books and records for the Funds, including journals containing an itemized daily record of all purchases and sales of portfolio securities, all receipts and disbursements of cash and all other debits and credits, general and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, and other required separate ledger accounts; maintains a monthly trial balance of all ledger accounts; performs certain accounting services for the Funds, including calculation of the net asset value per share, calculation of the dividend and capital gain distributions, if any, and of yield, reconciliation of cash movements with the Funds’ custodian, affirmation to the Funds’ custodian of all portfolio trades and cash settlements, verification and reconciliation with the Funds’ custodian of all daily trade activity; provides certain reports; obtains dealer quotations, prices from a pricing service or matrix prices on all portfolio securities in order to mark the portfolio to the market; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for each Fund.

Distributor

BHIL serves as agent for each of the Funds in the distribution of its Shares pursuant to an Underwriting Agreement dated as of August 1, 2012 (the “Underwriting Agreement”). Unless otherwise terminated, the Underwriting Agreement will continue in effect for successive annual periods if, as to each Fund, such continuance is approved at least annually by (i) by the Trust’s Board of Trustees or by the vote of a majority of the outstanding shares of that Fund, and (ii) by the vote of a majority of the Trustees of the Funds who are not parties to the Underwriting Agreement or interested persons (as defined in the 1940 Act) of any party to the Underwriting Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Underwriting Agreement may be terminated in the event of any assignment, as defined in the 1940 Act.

In its capacity as distributor, BHIL enters into selling agreements with intermediaries that solicit orders for the sale of Shares, advertises and pays the costs of advertising, office space and the personnel involved in such activities. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Funds’ shares. BHIL receives an annual base fee of $17,500 under the Underwriting Agreement, plus per item fees for sales literature review and dealer set-up. The Trust compensates the Distributor for the review and maintenance of the Trust’s website and reimburses the Distributor for out-of-pocket expenses.

Custodian

Boston Trust & Investment Management Company, One Beacon Street, Boston, Massachusetts 02108 (the “Custodian”), serves as the Funds’ custodian pursuant to the Custody Agreement dated as of December 8, 2005. The Custodian’s responsibilities include safeguarding and controlling the Funds’ cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on the Funds’ investments. The Custodian is an affiliate of the Funds and it receives fees for the custodial services it provides.

Transfer Agency Services

Boston Trust & Investment Management Company serves as transfer agent and dividend disbursing agent (the “Transfer Agent”) for all of the Funds pursuant to the Transfer Agency Agreement dated as of March 23, 1999. Pursuant to such Transfer Agency Agreement, the Transfer Agent, among other things, performs the following services in connection with each Fund’s shareholders of record: maintenance of shareholder records for each of the Fund’s shareholders of record; processing shareholder purchase and redemption orders; processing transfers and exchanges of shares of the Funds on the shareholder files and records; processing dividend payments and reinvestments; and assistance in the mailing of shareholder reports and proxy solicitation materials. For such services the Transfer Agent receives a fee based on the number of shareholders of record. Citi serves as sub-transfer agent for NSCC clearing arrangements under a Sub-Transfer Agency Agreement dated February 24, 2010.

Shareholder Services Agreements

The Fund has authorized certain financial intermediaries to accept purchase and redemption orders on their behalf. The Fund will be deemed to have received a purchase or redemption order when a financial intermediary or its designee accepts the order. These orders will be priced at the NAV next calculated after the order is accepted.

The Funds are entitled to enter into Shareholder Services Agreements pursuant to which the Funds are authorized to make payments to certain entities which may include investment advisers, banks, trust companies and other types of organizations (“Authorized Service Providers”) for providing administrative services with respect to shares of the Funds attributable to or held in the name of the Authorized Service Provider for its clients or other parties with whom they have a servicing relationship. Under the terms of each Shareholder Services Agreement, a Fund is authorized to pay an Authorized Service Provider (which include affiliates of the Funds) a shareholder services fee which may be based on the average daily net asset value of the shares of the Fund attributable to or held in the name of the Authorized Service Provider for providing certain administrative services to Fund shareholders with whom the Authorized Service Provider has a servicing relationship, on a fixed dollar amount for each account serviced by the Authorized Service Provider, or some combination of each of those methods of calculation. Among the types of shareholder services that may be compensated under the Agreements are: (1) answering customer inquiries of a general nature regarding the Funds; (2) responding to customer inquiries and requests regarding statements of additional information, reports, notices, proxies and proxy statements, and other Fund documents; (3) delivering prospectuses and annual and semi-annual reports to beneficial owners of Fund shares; (4) assisting the Funds in establishing and maintaining shareholder accounts and records; (5) assisting customers in changing account options, account designations and account addresses; (6) sub-accounting for all Fund share transactions at the shareholder level; (7) crediting distributions from the Funds to shareholder accounts; (8) determining amounts to be reinvested in the Funds; and (9) providing such other administrative services as may be reasonably requested and which are deemed necessary and beneficial to the shareholders of the Funds.

PAYMENT OF ADDITIONAL CASH COMPENSATION

On occasion, the Adviser may make payments out of its resources and legitimate profits, which may include profits the Adviser derives from investment advisory fees paid by the Fund, to financial intermediaries as incentives to market the Fund, to cooperate with the Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the payments to financial intermediaries as discussed in above. The payments are made pursuant to agreements between financial intermediaries and the Adviser and do not affect the price investors pay to purchase shares of a Fund, the amount a Fund will receive as proceeds from such sales and other the expenses paid by a Fund.

Additional cash compensation payments may be used to pay financial intermediaries for: (a) transaction support, including any one-time charges for establishing access to Fund shares on particular trading systems (known as “platform access fees”); (b) program support, such as expenses related to including the Fund in retirement programs, fee-based advisory or wrap fee programs, fund supermarkets, bank or trust company products, and/or insurance programs (e.g., individual or group annuity contracts); (c) placement by a financial intermediary on its offered, preferred, or recommended fund list; (d) marketing support, such as providing representatives of the Adviser access to sales meetings, sales representatives and management representatives; (e) firm support, such as business planning assistance, advertising, and assistance with educating sales personnel about the Fund and shareholder financial planning needs; (f) providing shareholder and administrative services; and (g) providing other distribution-related or asset retention services.

Additional cash compensation payments generally are structured as basis point payments on positions held or, in the case of platform access fees, fixed dollar amounts.

The Adviser and its affiliates also may pay non-cash compensation to financial intermediaries and their representatives in the form of (a) occasional gifts; (b) occasional meals, tickets or other entertainment; and/or (c) sponsorship support of regional or national conferences or seminars. Such non-cash compensation will be made subject to applicable law.

Independent Registered Public Accounting Firm

The independent registered public accounting firm of Cohen Fund Audit Services, Ltd., 800 Westpoint Parkway, Suite 1100, Westlake, Ohio 44145, has been selected as the independent accountants for the Funds for their current fiscal year. The independent registered public accounting firm performs an annual audit of the Funds’ financial statements and provides other related services. Reports of their activities are provided to the Trust’s Board of Trustees.

Legal Counsel

Thompson Hine LLP, 41 South High Street, Suite 1700, Columbus, Ohio 43215, is counsel to the Trust.

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES

The Funds are a Massachusetts business trust organized on January 8, 1992. The Trust’s Declaration of Trust is on file with the Secretary of State of Massachusetts. The Declaration of Trust authorizes the Board of Trustees to issue an unlimited number of shares, which are shares of beneficial interest, with a par value of $0.01 per share. The Funds consists of several funds organized as separate series of shares. The Trust’s Declaration of Trust authorizes the Board of Trustees to divide or redivide any unissued shares of the Trust into one or more additional series by setting or changing in any one or more respects their respective preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption.

Shares have no subscription or preemptive rights and only such conversion or exchange rights as the Board of Trustees may grant in its discretion. When issued for payment as described in the Prospectus and this Statement of Additional Information, the Shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Trust, shareholders of a fund are entitled to receive the assets available for distribution belonging to that fund, and a proportionate distribution, based upon the relative asset values of the respective Funds, of any general assets not belonging to any particular Fund which are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter required to be submitted to the holders of the outstanding voting securities of an investment company such as the Funds shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each Fund affected by the matter. For purposes of determining whether the approval of a majority of the outstanding shares of the Fund will be required in connection with a matter, the Funds will be deemed to be affected by a matter unless it is clear that the interests of each Fund in the matter are identical, or that the matter does not affect any interest of the Funds. Under Rule 18f-2, the approval of an investment advisory agreement or any change in investment policy would be acted effectively upon with respect to the Funds only if approved by a majority of the outstanding shares of the Funds. However, Rule 18f-2 also provides that the approval of principal underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Trust voting without regard to series.

Under Massachusetts law, shareholders, under certain circumstances, could be held personally liable for the obligations of the Trust. However, the Declaration of Trust disclaims liability of the Shareholders, Trustees or officers of the Trust for acts or obligations of the Trust, which are binding only on the assets and property of the Trust, and requires that notice of the disclaimer be given in each contract or obligation entered into or executed by the Trust or the Trustees. The Declaration of Trust provides for indemnification out of Trust property for all loss and expense of any shareholder held personally liable for the obligations of the Trust. The risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Trust itself would be unable to meet its obligations, and thus should be considered remote.

Control Persons and Principal Holders of Securities

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. Ms. Santini is a Senior Vice President and Senior Portfolio Manager of Boston Trust & Investment Management Company (the “Bank”), which has discretionary voting and investment authority over Fund shares held in client discretionary accounts. Ms. Santini also owns over 10% of the outstanding shares of BTIM, Inc., the holding company for the Bank. As a result, Ms. Santini and/or the Bank may be deemed to have control over certain Funds.

The following tables set forth information concerning such persons that, to the knowledge of the Trust’s Board of Trustees, owned, of record or beneficially, at least five percent of a Fund’s Shares as of June 30, 2012:

Fund	Name and Address	Percent Ownership		Nature of Ownership

Boston Trust Asset Management Fund	Boston Trust & Investment Management Co.	93.18	%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust Equity Fund	Boston Trust & Investment Management Co.	99.21	%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust Midcap Fund	Boston Trust & Investment Management Co.	98.39	%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust SMID Cap Fund	Boston Trust & Investment Management Co.	59.61	%	Record
	One Beacon Street
	Boston, MA 02108

	Wells Fargo Bank N.A	24.81	%	Record
	1525 West W.T. Harris Blvd
	Charlotte, NC 28262-1151

	SEI Private Trust Company	15.39	%	Record
	One Freedom Valley Drive
	Oaks, PA 19456

Boston Trust Small Cap Fund	National Financial Services	16.54	%	Record
	200 Liberty Street, 5 th Floor
	1 World Financial
	New York, NY 10281

	Wells Fargo Bank N.A	12.26	%	Record
	1525 West W.T. Harris Blvd
	Charlotte, NC 28262-1151

	Boston Trust & Investment Management Co.	11.84	%	Record
	One Beacon Street
	Boston, MA 02108

	Charles Schwab & Co., Inc.	11.72	%	Record
	101 Montgomery Street
	San Francisco, CA 94104

	Fidelity Investments	5.40	%	Record
	100 Magellan Way
	Covington, KY 41015-1987

Walden Asset Management Fund	Boston Trust & Investment Management Co.	71.54	%	Record
	One Beacon Street
	Boston, MA 02108

	JP Morgan Chase Bank	24.84	%	Record
	4 NY Plaza
	New York, NY 10004

Walden Equity Fund	JP Morgan Chase Bank	28.54	%	Record
	4 NY Plaza
	New York, NY 10004

	Charles Schwab & Co., Inc.	27.04	%	Record
	101 Montgomery Street
	San Francisco, CA 94104

	Boston Trust & Investment Management Co.	26.87	%	Record
	One Beacon Street
	Boston, MA 02108

Walden Midcap Fund	Boston Trust & Investment Management Co.	98.93	%	Record
	One Beacon Street
	Boston, MA 02108

Walden Small Cap Innovations Fund	Boston Trust & Investment Management Co.	36.83	%	Record
	One Beacon Street
	Boston, MA 02108

	Charles Schwab & Co., Inc.	26.30	%	Record
	101 Montgomery Street
	San Francisco, CA 94104

Walden SMID Cap Innovations Fund	Boston Trust & Investment Management Co.	100.00	%	Record
	One Beacon Street
	Boston, MA 02108

The Trustees and officers, as a group, owned less than 1% of the Fund’s outstanding shares.

Vote Of A Majority Of The Outstanding Shares

As used in the Prospectus and this Statement of Additional Information, a “vote of a majority of the outstanding Shares” of the Funds means the affirmative vote, at a meeting of Shareholders duly called, of the lesser of (a) 67% or more of the votes of Shareholders of that Fund present at a meeting at which the holders of more than 50% of the votes attributable to Shareholders of record of that Fund are represented in person or by proxy, or (b) the holders of more than 50% of the outstanding votes of Shareholders of that Fund.

Additional Tax Information

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Funds and the purchase, ownership, and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation that may be relevant to Shareholders in light of their particular circumstances. This discussion is based upon present provisions of the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change, which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences of the purchase, ownership, or disposition of the Funds’ shares, as well as the tax consequences arising under the laws of any state, foreign country, or other taxing jurisdiction.

Each of the Funds is treated as a separate entity for federal income tax purposes and intends each year to qualify and elect to be treated as a “regulated investment company” under the Code, for so long as such qualification is in the best interest of that Fund’s shareholders. To qualify as a regulated investment company, each Fund must, among other things:

diversify its investments within certain prescribed limits; derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities, or currencies; and, distribute to its Shareholders at least 90% of its investment company taxable income for the year. In general, the Funds’ investment company taxable income will be its taxable income subject to certain adjustments and excluding the excess of any net long-term capital gain for the taxable year over the net short-term capital loss, if any, for such year.

A non-deductible 4% excise tax is imposed on regulated investment companies that do not distribute in each calendar year (regardless of whether they otherwise have a non-calendar taxable year) an amount equal to 98% of their ordinary income for the calendar year plus 98.2% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. If distributions during a calendar year were less than the required amount, the Funds would be subject to a non-deductible excise tax equal to 4% of the deficiency.

Although the Funds expect to qualify as a “regulated investment company” and thus to be relieved of all or substantially all of their federal income tax liability, depending upon the extent of their activities in states and localities in which their offices are maintained, in which their agents or independent contractors are located, or in which they are otherwise deemed to be conducting business, the Funds may be subject to the tax laws of such states or localities. In addition, if for any taxable year the Funds do not qualify for the special tax treatment afforded regulated investment companies, all of their taxable income will be subject to federal tax at regular corporate rates (without any deduction for distributions to their Shareholders). In such event, dividend distributions would be taxable to Shareholders to the extent of earnings and profits, and would be eligible for the dividends received deduction for corporations.

It is expected that each Fund will distribute annually to Shareholders all or substantially all of the Fund’s net ordinary income and net realized capital gains and that such distributed net ordinary income and distributed net realized capital gains will be taxable income to Shareholders for federal income tax purposes, even if paid in additional Shares of the Fund and not in cash.

The excess of net long-term capital gains over short-term capital losses realized and distributed by the Funds and designated as capital gain dividends, whether paid in cash or reinvested in Fund shares, will be taxable to Shareholders. The Code generally provides through 2011 for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and on certain qualifying dividend income. The rate reductions do not apply to corporate taxpayers. Each Fund will be able to separately designate distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions resulting from a Fund’s investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States which satisfy certain other requirements. Passive foreign investment company are not treated as “qualified foreign corporations.” Foreign tax credits associated with dividends from “qualified foreign corporations” will be limited to reflect the reduced U.S. tax on those dividends.

Foreign taxes may be imposed on the Funds by foreign countries with respect to its income from foreign securities, if any. It is expected that, because less than 50% in value of each Fund’s total assets at the end of its fiscal year will be invested in stocks or securities of foreign corporations, none of the Funds will be entitled under the Code to pass through to its Shareholders their pro rata share of the foreign taxes paid by the Funds. Any such taxes will be taken as a deduction by the Funds.

The Funds may be required by federal law to withhold and remit to the U.S. Treasury 28% of taxable dividends, if any, and capital gain distributions to any Shareholder, and the proceeds of redemption or the values of any exchanges of Shares of the Funds by the Shareholder, if such Shareholder (1) fails to furnish the Trust with a correct taxpayer identification number, (2) under-reports dividend or interest income, or (3) fails to certify to the Trust that he or she is not subject to such withholding. An individual’s taxpayer identification number is his or her Social Security number.

Information as to the Federal income tax status of all distributions will be mailed annually to each Shareholder.

CAPITAL LOSS CARRYFORWARDS. As of March 31, 2012, the following Funds had net capital loss carryforwards, which are available to offset future realized gains. To the extent these carryforwards are used to offset future gains, it is probable that the amounts offset will not be distributed to shareholders.

Pre-enactment capital loss carryforwards subject to expiration:

Fund	Amount		Expires
Boston Trust Asset Management Fund (formerly, Boston Trust Balanced Fund)	$	1,026,752	2018
Boston Trust Equity Fund	215,735		2017
Boston Trust Equity Fund	2,441,640		2018
Walden Asset Management Fund (formerly, Walden Balanced Fund)	458,864		2018
Walden Equity Fund	2,727,725		2018

Post-enactment capital loss carryforwards not subject to expiration:

Fund	Short-Term Amount		Long Term Amount
Walden Midcap Fund	$	34,617	$	—

Net short-term or long-term capital losses realized in the tax years beginning after April 1, 2012 will be applied as capital loss realized in the following tax year before application to any capital loss carryovers from tax years ending on or before March 31, 2011 as summarized in the above schedule.

MARKET DISCOUNT. If any of the Funds purchases a debt security at a price lower than the stated redemption price of such debt security, the excess of the stated redemption price over the purchase price is “market discount”. If the amount of market discount is more than a de minimis amount, a portion of such market discount must be included as ordinary income (not capital gain) by the Funds in each taxable year in which the Funds own an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to the portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for each day the debt security is held by the Funds at a constant rate over the time remaining to the debt security’s maturity or, at the election of the Funds, at a constant yield to maturity which takes into account the semi-annual compounding of interest. Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the “accrued market discount.”

ORIGINAL ISSUE DISCOUNT. Certain debt securities acquired by the Funds may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price at which a security was issued and its stated redemption price at maturity. Although no cash income on account of such discount is actually received by the Funds, original issue discount that accrues on a debt security in a given year generally is treated for federal income tax purposes as interest and, therefore, such income would be subject to the distribution requirements applicable to regulated investment companies. Some debt securities may be purchased by the Funds at a discount that exceeds the original issue discount on such debt securities, if any. This additional discount represents market discount for federal income tax purposes (see above).

OPTIONS, FUTURES AND FORWARD CONTRACTS. Any regulated futures contracts and certain options (namely, nonequity options and dealer equity options) in which the Funds may invest may be “section 1256 contracts.” Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by the Funds at the end of each taxable year (and on certain other dates prescribed in the Code) are “marked to market” with the result that unrealized gains or losses are treated as though they were realized.

Transactions in options, futures and forward contracts undertaken by the Funds may result in “straddles” for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Funds, and losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition,

certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Funds may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.

Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to the Funds are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Funds, which is taxed as ordinary income when distributed to Shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to Shareholders as ordinary income or long-term capital gain may be increased or decreased substantially as compared to a fund that did not engage in such transactions.

CONSTRUCTIVE SALES. Under certain circumstance, the Funds may recognize gain from the constructive sale of an appreciated financial position. If the Funds enter into certain transactions in property while holding substantially identical property, the Funds would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon the Funds’ holding period in the property. Loss from a constructive sale would be recognized when the property was subsequently disposed of, and its character would depend on the Fund’s holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions closed in the 90-day period ending with the 30th day after the close of the taxable year, if certain conditions are met.

SECTION 988 GAINS OR LOSSES. Gains or losses attributable to fluctuations in exchange rates which occur between the time the Funds accrue income or other receivables or accrue expenses or other liabilities denominated in a foreign currency and the time the Funds actually collects such receivables or pays such liabilities generally are treated as ordinary income or ordinary loss. Similarly, on disposition of some investments, including debt securities and certain forward contracts denominated in a foreign currency, gains or losses attributable to fluctuations in the value of the foreign currency between the acquisition and disposition of the position also are treated as ordinary gain or loss. These gains and losses, referred to under the Code as “section 988” gains or losses, increase or decrease the amount of the Funds’ investment company taxable income available to be distributed to its Shareholders as ordinary income. If section 988 losses exceed other investment company taxable income during a taxable year, the Funds would not be able to make any ordinary dividend distributions, or distributions made before the losses were realized would be recharacterized as a return of capital to Shareholders, rather than as an ordinary dividend, reducing each Shareholder’s basis in his or her Fund shares.

PASSIVE FOREIGN INVESTMENT COMPANIES. The Funds may invest in shares of foreign corporations that may be classified under the Code as passive foreign investment companies (“PFICs”). In general, a foreign corporation is classified as a PFIC if at least one-half of its assets constitute investment-type assets, or 75% or more of its gross income is investment-type income. If the Funds receive a so-called “excess distribution” with respect to PFIC stock, the Funds themselves may be subject to a tax on a portion of the excess distribution, whether or not the corresponding income is distributed by the Funds to Shareholders. In general, under the PFIC rules, an excess distribution is treated as having been realized ratably over the period during which the Funds held the PFIC shares. The Funds will themselves be subject to tax on the portion, if any, of an excess distribution that is so allocated to prior Fund taxable years and an interest factor will be added to the tax, as if the tax had been payable in such prior taxable years. Certain distributions from a PFIC as well as gain from the sale of PFIC shares are treated as excess distributions. Excess distributions are characterized as ordinary income even though, absent application of the PFIC rules, certain excess distributions might have been classified as capital gain.

The Funds may be eligible to elect alternative tax treatment with respect to PFIC shares. Under an election that currently is available in some circumstances, the Funds would be required to include in their gross income their share of the earnings of a PFIC on a current basis, regardless of whether distributions were received from the PFIC in a given year. If this election were made, the special rules, discussed above, relating to the taxation of excess distributions, would not apply. In addition, another election would involve marking to market the Funds’ PFIC shares at the end of each taxable year, with the result that unrealized gains would be treated as though they were realized and reported as ordinary income. Any mark-to-market losses and any loss from an actual disposition of PFIC shares would be deductible as ordinary losses to the extent of any net mark-to-market gains included in income in prior years.

YIELDS AND TOTAL RETURNS

YIELD CALCULATIONS. Yields on each Fund’s Shares are computed by dividing the net investment income per share (as described below) earned by the Fund during a 30-day (or one month) period by the maximum offering price per share on the last day of the period and annualizing the result on a semi-annual basis by adding one to the quotient, raising the sum to the power of six, subtracting one from the result and then doubling the difference. The net investment income per share of a Fund earned during the period is based on the average daily number of Shares of that Fund outstanding during the period entitled to receive dividends and includes dividends and interest earned during the period minus expenses accrued for the period, net of reimbursements. This calculation can be expressed as follows:

a - b

Yield = 2 [(cd + 1)exp(6) - 1]

Where:	a = dividends and interest earned during the period.
	b = expenses accrued for the period (net of reimbursements).
	c = the average daily number of Shares outstanding during the period that were entitled to receive dividends.
	d = maximum offering price per Share on the last day of the period.

For the purpose of determining net investment income earned during the period (variable “a” in the formula), dividend income on equity securities held by a Fund is recognized by accruing 1/360 of the stated dividend rate of the security each day that the security is held by the Fund. Interest earned on any debt obligations held by the Fund is calculated by computing the yield to maturity of each obligation held by the Fund based on the market value of the obligation (including actual accrued interest) at the close of business on the last Business Day of each month, or, with respect to obligations purchased during the month, the purchase price (plus actual accrued interest) and dividing the result by 360 and multiplying the quotient by the market value of the obligation (including actual accrued interest) in order to determine the interest income on the obligation for each day of the subsequent month that the obligation is held by the Fund. For purposes of this calculation, it is assumed that each month contains 30 days. The maturity of an obligation with a call provision is the next call date on which the obligation reasonably may be expected to be called or, if none, the maturity date. With respect to debt obligations purchased at a discount or premium, the formula generally calls for amortization of the discount or premium. The amortization schedule will be adjusted monthly to reflect changes in the market values of such debt obligations.

Undeclared earned income will be subtracted from the net asset value per share (variable “d” in the formula). Undeclared earned income is the net investment income which, at the end of the base period, has not been declared as a dividend, but is reasonably expected to be and is declared as a dividend shortly thereafter.

During any given 30-day period, the Adviser and the Administrator may voluntarily waive all or a portion of their fees with respect to a Fund. Such waiver would cause the yield of a Fund to be higher than it would otherwise be in the absence of such a waiver.

TOTAL RETURN CALCULATIONS. Average annual total return is a measure of the change in value of an investment in a Fund over the period covered, which assumes any dividends or capital gains distributions are reinvested in Shares of that Fund immediately rather than paid to the investor in cash. A Fund computes the average annual total return by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment. This is done by dividing the ending redeemable value of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:

Average Annual
Total Return	= [(ERV/P)exp(1/n)-1]

Where: ERV		=	ending redeemable value at the end of the period covered by the computation of a hypothetical $1,000 payment made at the beginning of the period.
	P	=	hypothetical initial payment of $1,000.
	n	=	period covered by the computation, expressed in terms of years.

The Funds compute their aggregate total return by determining the aggregate compounded rate of return during specified periods that likewise equate the initial amount invested to the ending redeemable value of such investment. The formula for calculating aggregate total return is as follows:

Aggregate Total Return = [(ERV/P)-1]

ERV		=	ending redeemable value at the end of the period covered by the computation of a hypothetical $1,000 payment made at the beginning of the period.
P		=	hypothetical initial payment of $1,000.

The calculations of average annual total return and aggregate total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment dates during the period. The ending redeemable value (variable “ERV” in each formula) is determined by assuming complete redemption of the hypothetical investment and the deduction of all nonrecurring charges at the end of the period covered by the computations.

The Funds compute their average annual total return after taxes on distributions by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment after taxes on fund distributions but not after taxes on redemptions. This is done by dividing the ending redeemable value after taxes on fund distributions of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:

Average Annual Total Return After Taxes

(after taxes on distributions) = [(ATV(D)/P)exp(1/n)-1]

Where:	P	= a hypothetical initial payment of $1,000.
	n	= number of years.
	ATV(D)	= ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of such periods after taxes on fund distributions but not after taxes on redemption.

The Funds compute their average annual total return after taxes on distributions and redemptions by determining the average annual compounded rates of return during specified periods that equate the initial amount invested to the ending redeemable value of such investment after taxes on fund distributions and redemptions. This is done by dividing the ending redeemable value after taxes on fund distributions and redemptions of a hypothetical $1,000 initial payment by $1,000 and raising the quotient to a power equal to one divided by the number of years (or fractional portion thereof) covered by the computation and subtracting one from the result. This calculation can be expressed as follows:

Average Annual Total Return After Taxes

(after taxes on distributions and redemptions) = [(ATV(DR)/P)exp 1/n -1]

Where:	P	= a hypothetical initial payment of $1,000.
	n	= number of years.
	ATV(DR)	= ending value of a hypothetical $1,000 payment made at the beginning of the 1-, 5-, or 10-year periods at the end of such periods, after taxes on fund distributions and redemption.

Performance of Predecessor Collective Investment Fund. The Boston Trust Small Cap Fund commenced operations on December 16, 2005, subsequent to the transfer of assets from a collective investment fund (“Collective Fund”) operated by the Adviser with substantially similar investment objectives, policies and guidelines. The performance data for the Boston Trust Small Cap Fund includes the performance of the Collective Fund for periods prior to the Boston Trust Small Cap Fund’s commencement of operations as adjusted to reflect the expenses of the Fund.

PERFORMANCE COMPARISONS

Investors may analyze the performance of the Funds by comparing them to the performance of other mutual funds or mutual fund portfolios with comparable investment objectives and policies through various mutual fund or market indices such as those prepared by Dow Jones & Co., Inc. and Standard & Poor’s Corporation and to data prepared by Lipper Analytical Services, Inc., a widely recognized independent service which monitors the performance of mutual funds. Comparisons may also be made to indices or data published in Money Magazine, Forbes, Barron’s, The Wall Street Journal, Morningstar, Inc., Ibbotson Associates, CDA/Wiesenberger, The New York Times, Business Week, USA Today and local periodicals. In addition to performance information, general information about these Funds that appears in a publication such as those mentioned above may be included in advertisements, sales literature and reports to shareholders. The Funds may also include in advertisements and reports to shareholders information discussing the performance of the Adviser in comparison to other investment advisers.

From time to time, the Trust may include the following types of information in advertisements, supplemental sales literature and reports to Shareholders: (1) discussions of general economic or financial principles (such as the effects of inflation, the power of compounding and the benefits of dollar cost averaging); (2) discussions of general economic trends; (3) presentations of statistical data to supplement such discussions; (4) descriptions of past or anticipated portfolio holdings for one or more of the Funds within the Trust; (5) descriptions of investment strategies for one or more of such Funds; (6) descriptions or comparisons of various investment products, which may or may not include the Funds; (7) comparisons of investment products (including the Funds) with relevant market or industry indices or other appropriate benchmarks; (8) discussions of fund rankings or ratings by recognized rating organizations; and (9) testimonials describing the experience of persons that have invested in one or more of the Funds. The Trust may also include calculations, such as hypothetical compounding examples, which describe hypothetical investment results in such communications. Such performance

examples must state clearly that they are based on an express set of assumptions and are not indicative of the performance of any Fund.

Current yields or total return will fluctuate from time to time and may not be representative of future results. Accordingly, a Fund’s yield or total return may not provide for comparison with bank deposits or other investments that pay a fixed return for a stated period of time. Yield and total return are functions of a Fund’s quality, composition and maturity, as well as expenses allocated to such Fund.

PROXY VOTING

The Board of Trustees of the Trust has adopted proxy voting policies and procedures (the “Group Policy”), pursuant to which the Trustees have delegated proxy voting responsibility to the Adviser and adopted the Adviser’s proxy voting policies and procedures (the “Policy”) which are described below. The Trustees will review each Fund’s proxy voting records from time to time and will annually consider approving the Policy for the upcoming year. In the event that a conflict of interest arises between a Fund’s Shareholders and the Adviser or any of its affiliates or any affiliate of the Fund, the Adviser will generally refrain from voting the proxies related to the companies giving rise to such conflict until it consults with the Board of Trustees. A Committee of the Board with responsibility for proxy oversight will instruct the Adviser on the appropriate course of action.

The Policy is designed to promote accountability of a company’s management to its shareholders and to align the interests of management with those of shareholders. The Adviser generally reviews each matter on a case-by-case basis in order to make a determination of how to vote in a manner that best serves the interests of Fund shareholders. The Adviser may abstain from voting from time to time where it determines that the costs associated with voting a proxy outweigh the benefits derived from exercising the right to vote. In addition, the Adviser will monitor situations that may result in a conflict of interest between a Fund’s shareholders and the Adviser or any of its affiliates or any affiliate of the Fund by maintaining a list of significant existing and prospective corporate clients. Information on how the Funds voted proxies relating to portfolio securities during the 12 month period ended June 30th each year is available (1) without charge, upon request, by calling 1-800-282-8782, ext. 7050, (2) on the Funds’ Form N-PX on the Securities and Exchange Commission’s website at http://www.sec.gov., or (3) on the Funds’ website at www.btim.com.

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

The Board of Trustees has adopted policies and procedures for the public and nonpublic disclosure of the Funds’ portfolio securities. A complete list of the Funds’ portfolio holdings is made publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q and on the Funds’ website at www.btim.com. As a general matter, in order to protect the confidentiality of the Funds’ portfolio holdings, no information concerning the portfolio holdings of the Funds may be disclosed to any unaffiliated third party except: (1) to service providers that require such information in the course of performing their duties (such as the Funds’ custodian, fund accountants, investment adviser, administrator, independent public accountants, attorneys, officers and trustees and each of their respective affiliates and advisors) and are subject to a duty of confidentiality; (2) in marketing materials, provided that the information regarding the portfolio holdings contained therein is at least fifteen days old; or (3) pursuant to certain enumerated exceptions that serve a legitimate business purpose. These exceptions include: (1) disclosure of portfolio holdings only after such information has been publicly disclosed, and (2) to third-party vendors, such as Morningstar Investment Services, Inc. and Lipper Analytical Services that (a) agree to not distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling the Funds before the portfolio holdings or results of the analysis become publicly available; and (b) sign a written confidentiality agreement, or where the Board of Trustees has determined that the polices of the recipient are adequate to protect the information that is disclosed. The confidentiality agreement must provide, among other things, that the recipient of the portfolio holdings information agrees to limit access to the portfolio information to its employees (and agents) who, on a need to know basis, are (1) authorized to have access to the portfolio holdings information and (2) subject to confidentiality obligations, including duties not to trade on non-public information, no less restrictive than the confidentiality obligations contained in the confidentiality agreement. Such disclosures must be authorized by the President or Chief Compliance Officer of the Adviser and shall be reported periodically to the Board.

Neither the Funds nor the Adviser may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any exceptions to the policies and

procedures may only be made by the consent of a majority of the Board of Trustees upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Any amendments to these policies and procedures must be approved and adopted by the Board of Trustees. The Board may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio holdings information beyond those found in the policies and procedures, as necessary.

MISCELLANEOUS

Individual Trustees are generally elected by the Shareholders and, subject to removal by the vote of two-thirds of the Board of Trustees, serve for a term lasting until the next meeting of shareholders at which Trustees are elected. Such meetings are not required to be held at any specific intervals.

The Trust is registered with the Commission as an investment management company. Such registration does not involve supervision by the Commission of the management or policies of the Trust.

The Prospectus and this Statement of Additional Information are not an offering of the securities herein described in any state in which such offering may not lawfully be made. No salesperson, dealer, or other person is authorized to give any information or make any representation other than those contained in the Prospectus and this Statement of Additional Information.

FINANCIAL STATEMENTS

The financial statements of each Fund appearing in the Funds’ Annual Report to Shareholders for the fiscal year or period ended March 31, 2012 have been audited by Cohen Fund Audit Services, Ltd., the Funds’ independent registered public accounting firm, and are incorporated by reference herein.

PART C

OTHER INFORMATION

ITEM 28. EXHIBITS

	(a)(1)		Declaration of Trust(1)
	(a)(2)		Establishment and Designation of Series of Shares (Boston Trust Balanced Fund, Boston Trust Equity Fund, Walden Balanced Fund, and Walden Equity Fund(3)
	(a)(3)		Establishment and Designation of Series of Shares (Boston Trust Small Cap Fund) (8)
	(a)(4)		Establishment and Designation of Series of Shares (Boston Trust Midcap Fund)(10)
	(a)(5)		Establishment and Designation of Series of Shares (Walden Small Cap Innovations Fund)(12)
	(a)(6)		Establishment and Designation of Series of Shares (Walden Midcap Fund)(16)
	(a)(7)		Establishment and Designation of Series of Shares (Boston Trust SMID Cap Fund and Walden Small Cap Innovations Fund)(19)
	(b)(1)		By-Laws(2)
	(c)		Certificates for Shares are not issued. Articles IV, V, VI and VII of the Declaration of Trust, previously filed as Exhibit (a) hereto, define rights of holders of Shares (1)
	(d)(1)		Investment Advisory Agreement between Registrant and Boston Trust Investment Management, Inc.(7)
	(d)(2)		Amended Schedule A to the Investment Advisory Agreement dated May 19, 2011 (17)
	(d)(3)		Amended Schedule A to the Investment Advisory Agreement dated August 12, 2011 (19)
	(d)(4)		Amendment to the Investment Advisory Agreement dated May 24, 2012 is filed herewith
	(e)(1)		Underwriting Agreement between Registrant and BHIL Distributors, Inc. dated August 1, 2012 is filed herewith
	(f)		Not Applicable
	(g)(1)		Custody Agreement between Registrant and Boston Trust & Investment Management Company (formerly United States Trust Company of Boston)(3)
	(g)(2)		Amended Schedule A to the Custody Agreement dated May 19, 2011 (17)
	(g)(3)		Amended Schedule A to the Custody Agreement dated August 12, 2011 (19)
	(g)(4)		Amendment to the Custody Agreement dated May 24, 2012 is filed herewith.
	(h)(1)		Administration Agreement between the Registrant and BISYS Fund Services(3)
	(h)(2)		Amendment to the Administration Agreement dated May 19, 2011(17)
	(h)(3)		Amendment to the Administration Agreement dated August 12, 2011(19)
	(h)(4)		Amendment to the Administration Agreement dated March 1, 2012 is filed herewith
	(h)(5)		Fund Accounting Agreement between the Registrant and BISYS Fund Services(3)
	(h)(6)		Amended Schedule A to Fund Accounting Agreement dated May 19, 2011(16)
	(h)(7)		Amendment to the Fund Accounting Agreement dated August 1, 2011(19)
	(h)(8)		Amendment to the Fund Accounting Agreement dated August 12, 2011(19)
	(h)(9)		Transfer Agency Agreement between the Registrant and United States Trust Company of Boston Management Company(8)
	(h)(10)		Schedule A to Transfer Agency Agreement dated May 19, 2011(17)

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	(h)(11)		Schedule A to Transfer Agency Agreement dated August 12, 2011 (19)
	(h)(12)		Amendment to the Transfer Agency Agreement dated May 24, 2012 is filed herewith
	(h)(13)		Amended and Restated Sub-Transfer Agency Agreement between Registrant, Boston Trust & Investment Management, Inc. and Citi Fund Services Ohio, Inc.(15)
	(h)(14)		Amendment to Sub-Transfer Agency Agreement dated July 26, 2010(16)
	(h)(15)		Amendment to Sub-Transfer Agency Agreement dated December 21, 2011(16)
	(h)(16)		Amendment to Sub-Transfer Agency Agreement dated May 19, 2011(17)
	(h)(17)		Amendment to Sub-Transfer Agency Agreement dated April 2, 2012 is filed herewith
	(h)(18)		Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc.(13)
	(h)(19)		Amended Schedule A to the Expense Limitation Agreement dated August 12, 2011(19)
	(h)(20)		Amendment to the Expense Limitation Agreement dated May 24, 2012 is filed herewith
	(h)(21)		Compliance Services Agreement between Registrant and Citi Fund Services Ohio, Inc.(10)
	(h)(22)		Amendment to Compliance Services Agreement(19)
	(i)		Opinion and Consent of Counsel is filed herewith
	(j)		Consent of Independent Registered Public Accounting Firm - Cohen Fund Audit Services, Ltd. is filed herewith
	(k)		Not Applicable
	(l)		Not Applicable
	(m)		Not Applicable
	(n)		Not Applicable
	(o)		Not Applicable
	(p)(1)(i)		Code of Ethics of Registrant(6)
	(p)(2)		Code of Ethics of BHIL Distributors, Inc. is filed herewith.
	(p)(3)		Code of Ethics of Boston Trust Investment Management, Inc.(14)
	(p)(4)		The Boston Trust & Walden Funds Supplemental Code of Ethics for Citi Fund Services Ohio, Inc. employees is filed herewith.
	(q)(1)		Powers of Attorney(9)

(1)		Filed with initial Registration Statement on January 8, 1992 and incorporated by reference herein.
(2)		Filed with Post-Effective Amendment No. 2 on September 4, 1992 and incorporated by reference herein.
(3)		Filed with Post-Effective Amendment No. 51 on June 18, 1999 and incorporated by reference herein.
(4)		Filed with Post-Effective Amendment No. 71 on June 30, 2000.
(5)		Filed with Post-Effective Amendment No. 93 on August 1, 2002.
(6)		Filed with Post-Effective Amendment No. 103 filed July 28, 2004.
(7)		Filed with Post-Effective Amendment No. 111 filed on August 1, 2005.
(8)		Filed with Post-Effective Amendment No. 118 on December 16, 2005.
(9)		Filed with Post-Effective Amendment No. 126 on July 27, 2007.
(10)		Filed with Post-Effective Amendment No. 129 on September 21, 2007.
(11)		Filed with Post-Effective Amendment No. 132 filed on July 24, 2008.
(12)		Filed with Post-Effective Amendment No. 133 filed on August 19, 2008.
(13)		Filed with Post-Effective Amendment No. 134 filed July 29, 2009.

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(14)		Filed with Post-Effective Amendment No. 135 filed May 20, 2010.
(15)		Filed with Post-Effective Amendment No. 136 filed July 27, 2010.
(16)		Filed with Post-Effective Amendment No. 137 filed May 18, 2011.
(17)		Filed with Post-Effective Amendment No. 138 filed July 27, 2011.
(18)		Filed with Post-Effective Amendment No. 139 filed August 15, 2011.
(19)		Filed with Post-Effective Amendment No. 140 filed September 8, 2011

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

Not applicable.

ITEM 30. INDEMNIFICATION

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

SECTION 4.3. MANDATORY INDEMNIFICATION.

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

(b) below:

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

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

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

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

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

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

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

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

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

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

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

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

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

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

ITEM 32. PRINCIPAL UNDERWRITER

(a) BHIL Distributors, Inc. (“BHIL ”) acts as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

Diamond Hill Funds

Performance Funds

Praxis Funds

Cook & Bynum Funds

Advisers Investment Trust

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(b) Below are the Officers and Directors of BHIL:

NAME	PRINCIPAL BUSINESS ADDRESS	POSITION WITH UNDERWRITER	POSITION WITH REGISTRANT
Scott A. Englehart	4041 N. High Street	President	None
	Suite 402
	Columbus, OH 43214

James F. Laird, Jr.	4041 N. High Street	Chief Financial Officer,
	Suite 402	Secretary, Treasurer and	None
	Columbus, OH 43214	Director

Dina A. Tantra	4041 N. High Street	Chief Compliance Officer
	Suite 402		None
	Columbus, OH 43214

ITEM 33. LOCATION OF ACCOUNTS AND RECORDS

(a) The accounts, books, and other documents required to be maintained by Registrant pursuant to Section 31(a)of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of Boston Trust Investment Management, Inc., One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as investment adviser); Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to its functions as administrator), BHIL Distributors, Inc., 4041 N. High Street, Suite 402, Columbus, Ohio 43214 (records relating to its role as distributor) and United States Trust Company of Boston, One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as custodian and transfer agent).

ITEM 34. MANAGEMENT SERVICES

Not Applicable.

ITEM 35. UNDERWRITER

None

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this registration statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston in the Commonwealth of Massachusetts on the 20th day of July, 2012.

THE BOSTON TRUST & WALDEN FUNDS

By:	/s/ Lucia Santini
	Lucia Santini
	President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

SIGNATURE		TITLE	DATE

/s/ Diane E. Armstrong		Trustee	July 20, 2012
Diane E. Armstrong*

/s/ Michael M. Van Buskirk		Trustee	July 20, 2012
Michael M. Van Buskirk*

/s/ James H. Woodward		Trustee	July 20, 2012
James H. Woodward*

/s/ Lucia Santini		Trustee and President	July 20, 2012
Lucia Santini		Principal Executive Officer

/s/ Jennifer Ellis		Treasurer	July 20, 2012
Jennifer Ellis*		Principal Financial and Accounting Officer

By:	/s/ Michael V. Wible
	Michael V. Wible, as attorney-in-fact

* Pursuant to power of attorney

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Exhibit Index

Exhibits

(d)(4)		Amendment to the Investment Advisory Agreement

(e)(1)		Underwriting Agreement between Registrant and BHIL Distributors, Inc.

(g)(4)		Amendment to the Custody Agreement

(h)(4)		Amendment to the Administration Agreement

(h)(12)		Amendment to the Transfer Agency Agreement

(h)(17)		Amendment to Sub-Transfer Agency Agreement

(h)(20)		Amendment to the Expense Limitation Agreement

(i)		Opinion and Consent of Counsel

(j)		Consent of Independent Registered Public Accounting Firm

(p)(2)		Code of Ethics of BHIL Distributors, Inc.

(p)(4)		The Boston Trust & Walden Funds Supplemental Code of Ethics for Citi Fund Services Ohio, Inc. employees.

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Exhibit 99.B(d)(4)

AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

AMENDMENT made as of May 24, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust Investment Management, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Investment Adviser”), to that certain Investment Advisory Agreement, dated September 30, 2004, as amended, between the Trust and the Investment Adviser. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS , the parties wish to update the Agreement to reflect the Trust’s name change;

NOW, THEREFORE , in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and the Investment Adviser hereby agree as follows:

1. Name Change.

The Trust has changed its name to “The Boston Trust & Walden Funds” and all references in the Agreement to “The Coventry Group” shall mean “The Boston Trust & Walden Funds.”

2. Miscellaneous.

(a) This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

(b) Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[signatures on following page]

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

		THE BOSTON TRUST & WALDEN FUNDS

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	President


		BOSTON TRUST INVESTMENT MANAGEMENT, INC.

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	Managing Director

Exhibit 99.B(e)(1)

UNDERWRITING AGREEMENT

This Agreement made as of August 1, 2012 by and between The Boston Trust & Walden Funds (the “Trust”), a Massachusetts business trust and an open-end registered investment company, BHIL Distributors, Inc. , an Ohio corporation (“Underwriter”) and Boston Trust Investment Management, Inc., a Massachusetts corporation (the “Investment Adviser”).

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Act”); and

WHEREAS, Underwriter is a broker-dealer registered with the Securities and Exchange Commission (“SEC”) and a member of the Financial Industry Regulatory Authority (“FINRA”); and

WHEREAS, Investment Adviser is a registered investment adviser with the SEC; and

WHEREAS, the Trust and Underwriter are desirous of entering into an agreement providing for the distribution by Underwriter of shares of beneficial interest (the “Shares”) of each of those series of the Trust as reflected on Schedule A (the “Series”) and Investment Adviser is willing to pay Underwriter for its services provided under this Agreement;

NOW, THEREFORE, in consideration of the promises and agreements of the parties contained herein, the parties agree as follows:

1. Appointment.

(a) The Trust appoints Underwriter as its exclusive agent for the distribution of the Shares, and Underwriter hereby accepts such appointment under the terms of this Agreement. While this Agreement is in force, the Trust shall not sell any Shares except on the terms set forth in this Agreement. Notwithstanding any other provision hereof, the Trust may terminate, suspend or withdraw the offering of Shares whenever, in its sole discretion, it deems such action to be desirable.

(b) Underwriter may engage in such activities as the parties deem appropriate in connection with the promotion and sale of the Shares, including those activities listed on Schedule B attached hereto, which may be amended from time to time. Notwithstanding anything else in this Agreement, or on Schedule B, Underwriter shall provide the Adviser with notice of dealers who have requested agreements with the Funds as soon as is reasonably practical. Underwriter shall have no obligation to make any payments to any third parties, whether as financing of commissions, sales concessions or similar payments; finder’s fees; compensation; or otherwise, unless: (i) Underwriter has received a corresponding payment from the Trust as described in Section

7 of this Agreement, from the Trust’s investment adviser or from another source as may be permitted by applicable law, and (ii) such corresponding payment has been approved by the Trust’s Board of Trustees.

(c) In its capacity as distributor of the Shares, all activities of the Underwriter and its officers, agents, and employees shall comply with all applicable laws, rules and regulations, including, without limitation, the Act, all applicable rules and regulations promulgated by the SEC thereunder, and all applicable rules and regulations adopted by any securities association registered under the Securities Exchange Act of 1934. During the term of this Agreement, Underwriter shall maintain its legal status as a distributor and shall comply with applicable laws, rules and regulations, including those of FINRA applicable to it. Underwriter shall review written advertisements and sales literature for compliance with FINRA requirements.

2. Sale and Repurchase of Shares.

(a) Underwriter will have the right, as agent for the Trust, to enter into dealer agreements with responsible financial intermediaries, and to sell Shares to such financial intermediaries against orders therefore at the public offering price (as defined in subparagraph 2(d) hereof) stated in the Trust’s effective Registration Statement on Form N-1A under the Securities Act of 1933, as amended, including the then-current prospectus, summary prospectus, if applicable, and statement of additional information (the “Registration Statement”). Upon receipt of an order to purchase Shares from a dealer with whom Underwriter has a dealer agreement, Underwriter will promptly cause such order to be filled by the Trust.

(b) Underwriter will also have the right, as an agent for the Trust, to sell such Shares to the public against orders thereof at the public offering price.

(c) Underwriter will also have the right to take, as agent for the Trust, all actions which, in Underwriter’s judgment, are necessary to carry into effect the distribution of the Shares

(d) The public offering price for the Shares of each Series shall be the respective net asset value of the Shares of the Series then in effect, plus any applicable sales charge determined in the manner set forth in the Registration Statement or as permitted by the Act and the rules and regulations of the SEC promulgated thereunder. In no event shall any applicable sales charge exceed the maximum sales charge permitted by FINRA Rules.

(e) The net asset value of the Shares of each Series shall be determined in the manner provided in the Registration Statement, and when determined shall be applicable to transactions as provided for in the Registration Statement. The net asset value of the Shares of each Series shall be calculated by the Trust or by another entity on behalf of the Trust. Underwriter shall have no duty to inquire into or liability for the accuracy of the net asset value per share as calculated.

(f) On every sale, the Trust shall receive the applicable net asset value of the Shares promptly, but in no event later than the third business day following the date on which Underwriter shall have received an order for the purchase of the Shares.

(g) Upon receipt of purchase instructions, Underwriter will transmit such instructions to the Trust or its transfer agent for registration of the Shares purchased.

(h) Nothing in this Agreement shall prevent Underwriter or any affiliated person (as defined in the Act) of Underwriter from acting as underwriter or distributor for any other person, firm or corporation (including other investment companies) or in any way limit or restrict Underwriter or any such affiliated person from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting; provided, however, that Underwriter expressly represents that it will undertake no activities which, in its judgment, will adversely affect the performance of its obligations to the Trust under this Agreement.

(i) Underwriter, as agent of and for the account of the Trust, may repurchase the Shares at such prices and upon such terms and conditions as shall be specified in the Registration Statement.

3. Sale of Shares by the Trust.

The Trust reserves the right to issue any Shares at any time directly to the holders of the Shares (“Shareholders”), to sell Shares to its Shareholders or to any other persons at not less than net asset value and to issue Shares in exchange for shares of any corporation or trust.

4. Basis of Sale of Shares.

Underwriter does not agree to sell any specific number of Shares. Underwriter, as agent for the Trust, undertakes to sell Shares on a best-efforts basis only against orders therefore.

5. FINRA Rules, etc.

(a) Underwriter will conform to FINRA Rules and the securities laws of any jurisdiction in which it sells, directly or indirectly, any Shares.

(b) Underwriter will require each dealer with whom Underwriter has a dealer agreement to conform to the applicable provisions hereof and the Registration Statement with respect to the public offering price of the Shares, and neither Underwriter nor any such dealers shall withhold the placing of purchase orders so as to make a profit thereby.

(c) Underwriter agrees to furnish to the Trust sufficient copies of any agreements, plans or other materials, including marketing and promotional materials, it

intends to use in connection with any sales of Shares in adequate time for the Trust to file them with the proper authorities.

(d) Underwriter, at its own expense, will qualify as a dealer or broker, or otherwise, under all applicable state or federal laws required in order that Shares may be sold in such States as may be mutually agreed upon by the parties.

(e) Underwriter shall not make, or permit any representative, broker or dealer to make, in connection with any sale or solicitation of a sale of the Shares, any representations concerning the Shares except those contained in the Registration Statement, covering the Shares, in shareholder reports and any other documents required to be delivered to Shareholders (“Fund Documents”) and in printed information covering the Shares approved by the Trust as information supplemental to such Registration Statement. Copies of the then-effective prospectus, summary prospectus and statement of additional information, shareholder reports and any such printed supplemental information will be supplied by the Trust or its designee to Underwriter in reasonable quantities upon request in either electronic or paper format as mutually agreed upon.

(f) Trust agrees to use its best efforts to maintain its registration as a diversified open-end management investment company under the Act, to register and maintain registration of its Shares under the Securities Act of 1933, to qualify such Shares with the appropriate states and to comply with applicable laws, rules and regulations applicable to it.

(g) Trust and Investment Adviser acknowledge that Underwriter is a wholly-owned subsidiary of a publicly-held company, as described in Schedule C, and agrees to abide by the requirements of Rule 12d3-1 of the Act prohibiting Trust from acquiring shares of the Underwriter or its affiliates.

6. Records and Documents to be Supplied by Trust.

The Trust shall furnish to Underwriter copies of all information, financial statements and other documents which Underwriter may reasonably request for use in connection with the distribution of the Shares, and this shall include, but shall not be limited to, one copy, upon request by Underwriter, of all financial statements prepared for the Trust by independent public accountants.

7. Fees and Expenses.

For performing its services under this Agreement, Underwriter will receive an annual fee, paid monthly, as applicable, either through front-end sales load, 12b-1 fees or fees paid from the Investment Adviser pursuant to Schedule D.

The Trust or Investment Adviser shall promptly reimburse Underwriter for any expenses which are to be paid by the Trust in accordance with the following paragraph. In the performance of its obligations under this Agreement, Underwriter will

pay only the costs incurred in qualifying as a broker or dealer under state and federal laws and in establishing and maintaining its relationships with the dealers selling the Shares. All other costs in connection with the offering of the Shares will be paid in accordance with agreements between the Trust, Underwriter, Investment Adviser and/or the Trust’s Administrator as permitted by applicable law, including the Act and rules and regulations promulgated thereunder. These cost include, but are not limited to, licensing fees, filing fees, travel and such others expenses as may be incurred by Underwriter on behalf of the Trust.

8. Indemnification of the Trust and Investment Adviser.

Underwriter agrees to indemnify and hold harmless the Trust, Investment Adviser and each person who has been, is, or may hereafter be a trustee, director, officer, employee, shareholder or control person of the Trust (“Trust/Investment Adviser Indemnitees”) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and any reasonable counsel fees) reasonably incurred by Trust/Investment Adviser Indemnitees in connection with any claim or in connection with any action, suit or proceeding (“Claims”) to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Trust-related advertisement or sales literature, or upon the omission or alleged omission to state a material fact in such materials necessary to make the statements therein not misleading, which untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust by the Underwriter or any agent or employee of Underwriter or any other person for whose acts Underwriter is responsible, for use in the Registration Statement or in corresponding statements made in any advertisement or sales literature, unless such statement or omission was made in reliance upon written information furnished by the Trust; (b) the willful misfeasance, bad faith or negligence of the Underwriter in the performance of its obligations under this Agreement, or the Underwriter ’s reckless disregard of its obligations under this Agreement; (c) the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder; (d) Underwriter’s failure to exercise reasonable care and diligence with respect to its services, if any, rendered in connection with investment, reinvestment, automatic withdrawal and other plans for Shares; or (e) the material breach by the Underwriter of any provision of this Agreement; provided, however, that the Underwriter’s agreement to indemnify the Trust/Investment Adviser Indemnitees pursuant to this Paragraph 8 shall not be construed to cover any Claims (A) arising out of or based upon the willful misfeasance, bad faith or negligence of the Trust in the performance of its obligations under this Agreement or the Trust’s or Investment Adviser’s reckless disregard of its obligations under this Agreement; or (B) arising out of or based upon the Trust’s or Investment Adviser’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder. The term “expenses” for purposes of Paragraphs 8 and 9 includes amounts paid in satisfaction of judgments or in settlements which are made with the indemnifying party’s consent. The

foregoing rights of indemnification shall be in addition to any other rights to which the Trust, the Investment Adviser or each such person may be entitled as a matter of law.

In the event of a Claim for which the Trust/Investment Adviser Indemnitees may be entitled to indemnification hereunder, the Trust or Investment Adviser shall fully and promptly advise the Underwriter in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Underwriter’s indemnification obligations under this Agreement except to the extent that the Underwriter is materially prejudiced thereby. The Underwriter will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Underwriter and approved by the Trust or Investment Adviser, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Underwriter’s part, the Trust or Investment Adviser shall have the right to participate in the defense. In the event the Underwriter elects to assume the defense of any such suit and retain counsel of good standing so approved by the Trust or Investment Adviser, the Trust/Investment Adviser Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Underwriter does not elect to assume the defense of any such suit or in case the Trust or Investment Adviser reasonably withholds approval of counsel chosen by the Underwriter, the Underwriter will reimburse the Trust/Investment Adviser Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered under this Paragraph 8. The Underwriter’s indemnification agreement contained in this Paragraph 8 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Trust/Investment Adviser Indemnitees, and shall survive the delivery of any Shares.

9. Indemnification of Underwriter

The Trust and Investment Adviser agree to indemnify and hold harmless each person who has been, is, or may hereafter be a director, officer, employee, shareholder or control person of Underwriter (“Underwriter Indemnitees”) against any loss, damage or expense (including the reasonable costs of investigating or defending any claim, action, suit or proceeding and any reasonable counsel fees) reasonably incurred by Underwriter Indemnitees in connection with any claim or in connection with any action, suit or proceeding (“Claims”) to which any of them may be a party, which arises out of or is alleged to arise out of or is based upon: (a) the Underwriting acting under direction of the Trust; (b) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of the National Securities Clearing Corporation (or any successor or other entity performing similar functions) (“NSCC”) and performing transaction on behalf of the Trust (including but not limited to payments made by Underwriter on behalf of the Trust or “as of” transactions authorized by the Trust); (c) the Underwriter or any subsidiary or affiliate of the Underwriter entering into selling agreements, dealer agreements, participation agreements, NSCC Trust SERV or Networking agreements or similar agreements (collectively, “Dealer Agreements”) with financial intermediaries on behalf

of the Trust; (d) the Underwriter or any subsidiary or affiliate of the Underwriter acting as a member of FINRA and interacting with FINRA on behalf of the Trust; (e) any of the following: (i) any untrue statement, or alleged untrue statement, of a material fact contained in any Registration Statement, (ii) any omission, or alleged omission, to state a material fact required to be stated in any Registration Statement or necessary to make the statements therein not misleading, or (iii) any untrue statement, or alleged untrue statement, of a material fact in any Trust-related advertisement or sales literature, or any omission, or alleged omission, to state a material fact required to be stated therein to make the statements therein not misleading, in either case notwithstanding the exercise of reasonable care in the preparation or review thereof by the Underwriter; (f) the material breach by the Trust or Investment Adviser of any provision of this Agreement; provided, however, that the Trust and Investment Adviser’s agreement to indemnify the Underwriter Indemnitees pursuant to this Paragraph 9 shall not be construed to cover any Claims (A) pursuant to subsection (e) above to the extent such untrue statement, alleged untrue statement, omission, or alleged omission, was furnished in writing, or omitted from the relevant writing furnished, as the case may be, to the Trust or Investment Adviser by the Underwriter for use in the Registration Statement or in corresponding statements made in the prospectus, advertisement or sales literature; (B) arising out of or based upon the willful misfeasance, bad faith or negligence, including clerical errors and mechanical failures, on the part of the Underwriter in the performance of Underwriter’s duties or from the reckless disregard by Underwriter of Underwriter’s obligations and duties under this Agreement, or (C) arising out of or based upon the Underwriter’s failure to comply with laws, rules and regulations applicable to it in connection with its activities hereunder, for all of which exceptions Underwriter shall be liable to the Trust and Investment Adviser.

In the event of a Claim for which the Underwriter Indemnitees may be entitled to indemnification hereunder, the Underwriter shall fully and promptly advise the Trust and Investment Adviser in writing of all pertinent facts concerning such Claim, but failure to do so in good faith shall not affect the Trust and Investment Adviser’s indemnification obligations under this Agreement except to the extent that the Trust and Investment Adviser are materially prejudiced thereby. The Trust and Investment Adviser will be entitled to assume the defense of any suit brought to enforce any such Claim if such defense shall be conducted by counsel of good standing chosen by the Trust and Investment Adviser and approved by the Underwriter, which approval shall not be unreasonably withheld. In the event any such suit is not based solely on an alleged untrue statement, omission, or wrongful act on the Trust and Investment Adviser’s part, the Underwriter shall have the right to participate in the defense. In the event the Trust and Investment Adviser elect to assume the defense of any such suit and retain counsel of good standing so approved by the Underwriter, the Underwriter Indemnitees in such suit shall bear the fees and expenses of any additional counsel retained by any of them, but in any case where the Trust and Investment Adviser do not elect to assume the defense of any such suit or in case the Underwriter reasonably withholds approval of counsel chosen by the Trust and Investment Adviser, the Trust and Investment Adviser will reimburse the Underwriter Indemnitees named as defendants in such suit, for the reasonable fees and expenses of any counsel retained by them to the extent related to a Claim covered

under this Paragraph 9. The Trust and Investment Adviser’s indemnification agreement contained in this Paragraph 9 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter Indemnitees, and shall survive the delivery of any Shares.

10. Termination and Amendment of this Agreement.

This Agreement shall automatically terminate, without payment of any penalty, in the event of its assignment. This Agreement may be amended only if such amendment is approved (i) by Underwriter and (ii) either by action of the Board of Trustees of the Trust, including a majority of the Trustees of the Trust who are not “interested persons” of the Trust or of Underwriter as that term is defined in the Investment Company Act of 1940 (“Independent Trustees”) or by the affirmative vote of a majority of the outstanding Shares of the Trust and (iii) Investment Adviser.

Either the Trust, the Investment Adviser or Underwriter may at any time terminate this Agreement on sixty (60) days written notice delivered or mailed, postage prepaid, to the other party.

11. Effective Period of this Agreement.

This Agreement shall take effect upon its execution and shall remain in full force and effect for an initial two (2) year-period from the date of this Agreement (unless terminated automatically as set forth in Paragraph 10), and from year to year thereafter, subject to annual approval (i) by a majority of the Board of Trustees of the Trust, including a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such renewal or (ii) by a vote of a majority of the outstanding Shares of the Trust.

12. New Series

The terms and provisions of this Agreement shall become automatically applicable to any additional series of the Trust established during the initial or renewal term of this Agreement, as outlined on Schedule A.

13. Successor Investment Trust.

Unless this Agreement has been terminated in accordance with Paragraph 10, the terms and provision of this Agreement shall become automatically applicable to any investment company which is a successor to the Trust as a result of reorganization, recapitalization or change of domicile.

14. Anti-Money Laundering Compliance .

(a) The Underwriter and the Trust each acknowledges that it is a financial institution subject to the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require, among other things, that financial institutions adopt compliance programs to guard against money laundering. Each represents and warrants to the other that it is in compliance with and will continue to comply with the AML Acts and applicable regulations in all relevant respects. The Underwriter shall also provide written notice to each person or entity with which it entered an agreement prior to the date hereof with respect to sale of the Trust’s Shares, such notice informing such person of anti-money laundering compliance obligations applicable to financial institutions under applicable laws and, consequently, under applicable contractual provisions requiring compliance with laws.

(b) The Underwriter shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Underwriter with any dealer that is authorized to effect transactions in Shares of the Trust.

(c) Each of Underwriter and the Trust agrees that it will take such further steps, and cooperate with the other as may be reasonably necessary, to facilitate compliance with the AML Acts, including but not limited to the provision of copies of its written procedures, policies and controls related thereto (“AML Operations”). Underwriter undertakes that it will grant to the Trust, the Trust’s Anti-Money Laundering Officer and regulatory agencies, reasonable access to copies of Underwriter’s AML Operations, books and records pertaining to the Trust only. It is expressly understood and agreed that the Trust and the Trust’s compliance officer shall have no access to any of Underwriter’s AML Operations, books or records pertaining to other clients of Underwriter.

15. Limitation of Liability.

It is expressly agreed that the obligation of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust. The execution and delivery of this Agreement have been authorized by the Trustees of the Trust and signed by an officer of the Trust, acting as such, and neither such authorization by such 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 any of them personally, but shall bind only the trust property of the Trust.

16. Severability.

In the event any provision of this Agreement is determined to be void or unenforceable, such determination shall not affect the remainder of this Agreement, which shall continue to be in force.

17. Questions of Interpretation.

(a) This Agreement shall be governed by the laws of the State of Ohio.

(b) Any question of interpretation of any term of provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Act shall be resolved by reference to such term or provision of the Act and to interpretation thereof, if any, by the United States courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Securities and Exchange Commission issued pursuant to said Act. In addition, where the effect of a requirement of the Act, reflected in any provision of this Agreement is revised by rule, regulation or order of the SEC, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

18. Notices.

Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Trust and Investment Adviser for this purpose shall be the address listed on the signature block below and that the address of Underwriter for this purpose shall be 4041 N. High Street, Suite 402, Columbus, OH 43214.

19. Privacy and Confidentiality

Each party hereto agrees that any Nonpublic Personal Information, as the term is defined in Securities and Exchange Commission Regulation S-P (“Reg. S-P”), that may be disclosed by a party hereunder to the other party hereunder is disclosed for the specific purpose of permitting the other party to perform the services set forth in this Agreement, and contemplates that such information may be disclosed to and from the Trust’s designees pursuant to terms of written agreements and, as permitted, under agreements with dealers who have a written agreement with Underwriter as well; provided however that the parties represent that any such written agreements contain specific representations about safeguards and compliance policies and procedures implemented under Reg S-P. Each party agrees that, with respect to such information, it will comply with Reg. S-P and any other applicable regulations and that it will not disclose any Non-Public Personal Information received in connection with this Agreement to any other party, except to the extent required to carry out the services set forth in this Agreement or as otherwise permitted by law. This section shall survive the termination of this Agreement.

20. Counterparts.

This Agreement may be executed in one or more counterparts, and by the parties hereto on separate counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument.

IN WITNESS WHEREOF, the Trust, Investment Adviser and Underwriter have each caused this Agreement to be signed in duplicate on their behalf, all as of the day and year first above written.

THE BOSTON TRUST & WALDEN FUNDS


/s/ Lucia Santini
Name:	Lucia Santini
Title:	President
Trust Address:		One Beacon Street
		Boston, MA 02108


BHIL Distributors, Inc.


/s/ Scott Englehart
Name:	Scott A. Englehart
Title:	President


BOSTON TRUST INVESTMENT MANAGEMENT, INC.


/s/ Lucia Santini
Name:	Lucia Santini
Title:	Director
Investment Adviser Address:			One Beacon Street
			Boston, MA 02108

Schedule A

List of Funds

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

Boston Trust Balanced Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Midcap Fund

Walden Small Cap Innovations Fund

Walden SMID Cap Innovations Fund

Effective as of: August 1, 2012

Schedule B

In exchange for the fees described in Paragraph 7, Underwriter shall perform the following services:

1. Solicit and deliver orders for sale of Shares;

2. Undertake advertising and promotion of Shares as it believes reasonable in connection with solicitation of Shares;

3. Compensate dealers for activities described under the Dealer Agreement to sell Shares.

4. Dealer due diligence, in accordance with Underwriter’s policies and procedures

5. Advertising and marketing review, and related filing with FINRA if applicable

Schedule C

Corporate Structure

As referenced in Section 5 (g), Underwriter, BHIL Distributors, Inc., is a wholly-owned subsidiary of Diamond Hill Investment Group, Inc. Diamond Hill Investment Group, Inc. is a public company trading under the NASDAQ symbol DHIL and may be included in certain market capitalization-based equity indices used to track the stock market. For more information on Diamond Hill, visit www.diamond-hill.com.

Trust and Investment Adviser acknowledge that Underwriter is a wholly-owned subsidiary of a publicly-held company, as described in Schedule B, and agrees to abide by the requirements of Rule 12d3-1 of the Act prohibiting Trust from acquiring shares of the Underwriter or its affiliates.

	Acknowledgement by Trust:


	/s/ Lucia Santini
	Name:	Lucia Santini
	Title:	President


	Acknowledgement by Investment Adviser:


	/s/ Lucia Santini
	Name:	Lucia Santini
	Title:	Managing Director


	As of the Effective Date of the Agreement

Schedule D

(Effective August 1, 2012)

This Schedule D shall apply to the Shares of the Funds in the Trust and any other series that may be started in the future as outlined on Schedule A and amended from time to time.

Fees to be paid to BHIL:

		·	Distributor & Statutory Underwriter Fees:
				·	Base Fee:	$17,500	$
				·	Variable Expenses
No charge to transition existing Dealer Agreements
	Dealer Agreement Set-up					$100/ Agreement
	Sales Literature Review					$ 75/ Item Reviewed
	Annual web review & Maintenance					$600/year

				·	Additional Funds applied after effective date of this schedule will trigger good faith negotiation of additional fees.

		·	Out of Pocket Expenses:

					Printing & Postage, Bank Charges, FINRA, federal, state and other Regulatory Registrations, Filings and Related Fees (including rep. licensing, sales literature and financial/gross income expenses), Travel to Client Board Meetings, NSCC Fees, Record Retention and reasonable allocation of judgments, fines or reasonable costs incurred by Underwriter for investigations, litigation or remediation attributable to actions taken by Trust or its agents in contravention of applicable laws, regulatory requirements or internal policies.

The fees shall be paid in monthly installments within thirty days of receipt of invoice.

Exhibit 99.B(g)(4)

AMENDMENT TO

CUSTODY AGREEMENT

AMENDMENT made as of May 24, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust & Investment Management Company (formerly, United States Trust Company), a Massachusetts chartered banking and trust company (“Custodian”), to that certain Custody Agreement, dated as of March 23, 1999, as amended, between the Trust and the Custodian. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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

1. Name Change.

The Trust has changed its name to ‘The Boston Trust & Walden Funds” and Custodian has changed its name to “Boston Trust & Investment Management Company”. Therefore, all references in the Agreement to “The Coventry Group” shall mean “The Boston Trust & Walden Funds.” and all references to “United States Trust Company of Boston” shall mean “Boston Trust & Investment Management Company”.

2. Miscellaneous.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

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

		THE BOSTON TRUST & WALDEN FUNDS

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	President


		BOSTON TRUST INVESTMENT MANAGEMENT, INC.

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	Managing Director

Exhibit 99.B(h)(4)

AMENDMENT TO

ADMINISTRATION AGREEMENT

AMENDMENT made as of the 1 st day of March, 2012 and effective as of the dates set forth below, between The Boston Trust & Walden Funds (formerly known as The Coventry Group), a Massachusetts business trust (the “Trust”) and Citi Fund Services Ohio, Inc., an Ohio corporation, formerly known as BISYS Fund Services Ohio, Inc. (“Citi” or the “Administrator”), to that certain Administration Agreement, dated March 23, 1999, between the Trust and Citi (as in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, pursuant to the Agreement, Citi performs certain administration services for each of the investment portfolios (each a “Portfolio” and collectively the “Portfolios”) of the Trust known as the Boston Trust/Walden Funds as now in existence and advised by Boston Trust Investment Management, Inc. (formerly known as United States Trust Company of Boston);

WHEREAS, the Agreement provides that Citi may perform such other services for the Trust or the Portfolios as are mutually agreed upon by the parties from time to time, for amounts that are mutually agreed upon by the parties;

WHEREAS, Citi and the Trust wish to enter into this Amendment to the Agreement in order to provide for performance reporting services and to amend certain other terms of the Agreement, including without limitation, the fees and the term;

NOW, THEREFORE, in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and Citi hereby agree as follows:

1. Amendments.

(a) Effective March 14, 2001, Article 2 of the Agreement shall be amended by adding the following prior to the last paragraph thereof:

“(s) From time to time, upon request of the Trust, provide performance reporting services (“Performance Reporting Services”) consisting of one or more of the following:

(i) Creation of templates for the Management’s Discussion of Fund Performance (“MDFP”) section of the annual or semi-annual report;

(ii) Creation of templates for, and typesetting of, the annual and semi-annual reports, including the financial statements;

(iii) Population of the templates with data obtained from third parties, and coordination with third parties responsible for the review of the MDFP;

(iv) Coordination with the print vendor for final printing of the annual and semi reports;

(v) Creation of templates for, and preparation of reports to the Trust’s Board; and

(vi) Creation of templates for, and typesetting of, the statutory and summary prospectuses.”

(b) Effective March 23, 1999, Article 2 of the Agreement shall be amended by adding the following prior to the last paragraph thereof:

“(t) Provide administrative services for Board meetings by (i) coordinating Board book preparation, production and distribution, (ii) preparing the relevant sections of the Board materials required to be prepared or provided by Citi, (iii) assist with gathering special materials related to annual contract renewals and approval of fund-related plans, policies and procedures, and (iv) confirming amounts to be paid as Trustees’ compensation.”

“(t) Provide administrative services for Board meetings by (i) coordinating Board book preparation, production and distribution, (ii) subject to review and approval by the Trust and its counsel, preparing Board agendas, resolutions and minutes, (iii) preparing the relevant sections of the Board materials required to be prepared or provided by Citi, (iv) assist with gathering special materials related to annual contract renewals and approval of fund-related plans, policies and procedures, (v) confirming amounts to be paid as Trustees’ compensation and (vi) performing such other Board meeting functions as agreed from time to time, including the preparation of certain memoranda and presentation materials that are appropriately within the scope of Citi’s duties hereunder.”

(d) Effective June 1, 2010, Article 3(B) of the Agreement shall be amended by adding the following to the end of the only sentence thereof:

“and all printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to Board meeting materials.”

(e) Effective June 1, 2010, the following is added as Article 15 and Article 16 of the Agreement:

“Article 15. Privacy

Nonpublic personal financial information relating to consumers or customers of the Trust provided by, or at the direction of the Trust to Administrator, or collected or retained by Administrator in the course of performing its duties as service agent, shall be considered confidential information. Administrator shall

not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of Administrator involved in servicing the Trust except at the direction of the Trust or as required or permitted by law (including Applicable AML Laws). Administrator represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Administrator. The Trust represents to Administrator that it has adopted a Statement of its privacy policies and practices as required by the SEC’s Regulation S-P and agrees to provide Administrator with a copy of that statement annually.

Article 16. Miscellaneous

(a) Paragraph headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(b) This Agreement constitutes the complete agreement of the parties as to the subject matter covered by this Agreement, and supersedes all prior negotiations, understandings and agreements bearing upon the subject matter covered herein.

(c) If any part, term or provisions of this Agreement is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Agreement did not contain such part, term or provision.”

(f) Notwithstanding anything in this Amendment or the Agreement (including any prior amendments thereto) to the contrary, effective as of March 23, 1999, Schedule A of the Agreement shall be amended by:

(i) under the heading “Fees”, deleting “.20% of each Portfolio’s average daily net assets” and replacing with:

“0.15% of the first $250 million in aggregate net assets (measure monthly) of all Portfolios, plus

0.13% of the aggregate net assets (measure monthly) of all Portfolios in excess of $250 million and up to $500 million, plus

0.11% of the aggregate net assets (measured monthly) of all Portfolios in excess of $500 million and up to $750 million, plus

0.09% of the aggregate net assets (measured monthly) of all Portfolios in excess of $750 million.”

(g) Effective as of March 14, 2001, Schedule A of the Agreement shall be amended by:

(i) inserting prior to the heading “Terms”:

“As compensation for the Performance Reporting Services provided from time to time, the Trust shall pay the fees and rates agreed upon at the time a request is made for such Performance Reporting Services. Administrator shall provide the Trust with a proposal approximately six (6) weeks prior to the end of the Trust’s fiscal year, and the Trust shall advise Administrator of the Trust’s acceptance of such proposal within two (2) weeks of submission thereof. A quote shall be provided upon request and shall be based upon the following schedule of fees:

Monthly Performance Reports (Marketing Slicks)			$350—$1,000 (defined by content)
Quarterly Performance Reports (Marketing Slicks)			$350 per page

Creative Direction and Design
Creation/Design of Cover Artwork	$500.00	Flat fee

Creation/Design of Book Style	$1,000.00	Flat fee

Editorial Services

Freelance writing services can be acquired to write the Chairman’s Letter, Shareholder Letter and Management’s Discussion of Fund Performance sections. These services are supplied by freelance writers and their fees are in addition to Administrator’s fees. These fees are listed below:

Preparation of Chairman’s Letter/Shareholder Letter — Interview with Chairman (or other officer) -Topics include performance, strategy, outlook, news. Fee includes one draft letter (estimated 1300 to 1700 words) and one set of revisions per client comments.		$1,250.00

Preparation of Management’s Discussion of Fund Performance - Interview with Fund Manager via telephone or email. Fee includes one draft fund write up (estimated 425 words) and one set of revisions per client comments. Amount quoted is per Portfolio.		$425.00

Board Book Graphics Materials - Composition Charges
Production Designer Project Management fee				$135 per hour
New Set Page (From Supplied File Copy)
Convert and Develop Graphic Format For Graphical
Representation of Tabular Pages				$75 per page
New Set Page (from supplied file copy) Text Pages				$25 per page

New Chart (from supplied file copy)

$90 per chart

Coordination Charges

The Coordination charges include the following services: Coordination with all Administrator internal and external contacts (Citi Research and Financial Administration, Investment Adviser and/or portfolio managers to provide all required research data; Distributor Compliance to ensure FINRA-related review, approval and filing (if necessary); Fund Counsel; Portfolio independent registered public accounting firm); all editorial services and coordination with the print vendor to verify that the client-requested stylistic criteria has been met.

Chairman’s/Shareholder Letter and 1 Portfolio	$3,000	Flat fee
Each additional Portfolio	$500	Per Portfolio

Typesetting - Initial Composition
New set page (from disk)	$45.00	per page
New set page (from hardcopy)	$45.00	per page
Quick Turnaround (QTA)/Rush Charges	$15.00	per page in addition to new set charge
Quick Turnaround (QTA)/Rush Charges Graphs	$20.00	per page in addition to new set charge

Creation/Design of Cover Artwork			$500 Flat fee
Creation/Design of Book Style			$1,000 Flat fee

Typesetting - Initial Composition of Fiscal Reports and Annual Updates
Annual/Semi Report - Composition Charges
Prospectus - Composition Charges
Citi provides two options for production of Fiscal and Annual Reports:
Option 1: Unlimited alterations to your report (see below for price list).
Option 2: . Charge for alteration cycles to your report (see below for price list).
Full estimates based on page count can be provided upon request.
Option 1 - Initial Composition
Typesetting includes setup and unlimited alteration cycles			$90 per page (pg)
Option 1 - Charting
New Chart includes setup and unlimited alteration cycles			$65 per chart
Option 2 - Initial Composition
New set page (Using Existing Style Pages) includes 1 alteration cycle			$45 pg
Typesetting - Alteration Cycle (Service Price List)
Standard Turn (24 hours Light Edits)			$25 pg
Standard Turn (24 hours Medium Edits)			$25 pg
Standard Turn (24 hours Heavy Edits)			$30 pg
Same Day Turn (4 - 8 hours Light Edits)			$30 pg
Same Day Turn (4 - 8 hours Medium Edits)			$30 pg
Same Day Turn (4 - 8 hours Heavy Edits)			$35 pg
Same Day Turn (under 4 hours Light Edits)			$35 pg
Same Day Turn (under 4 hours Medium Edits)			$35 pg
Same Day Turn (under 4 hours Heavy Edits)			$40 pg
Option 2 - Charting

New set chart		$65 chart
Charting - Alteration Cycle (Service Price List)
Standard Turn (24 hours Light Edits)		$25 chart
Standard Turn (24 hours Medium Edits)		$25 chart
Standard Turn (24 hours Heavy Edits)		$25 chart
Same Day Turn (4 - 8 hours Light Edits)		$27 chart
Same Day Turn (4 - 8 hours Medium Edits)		$27 chart
Same Day Turn (4 - 8 hours Heavy Edits)		$27 chart
Same Day Turn (under 4 hours Light Edits)		$30 chart
Same Day Turn (under 4 hours Medium Edits)		$30 chart
Same Day Turn (under 4 hours Heavy Edits)		$30 chart
Ancillary Items Included At No Additional Fee
Blacklining edits		N/C
Electronic Bookproofs		N/C
PDF generation for additional rounds of proofs from typesetting department.		N/C
E-Mail distribution of each round of proofs from typesetting department		N/C
Blacklining edits		N/C

Rush/QTA charges:

Citi charges these as a ‘per page’ premium that is added onto whatever the normal charge for an action would have been. Only pages, which are specifically requested for ‘Rush’ turn, are billed as such.

Alterations:

Citi’s standard alterations (“alt”) turn cycles are stated as 24 hrs. For normal sized documents, the expectation is that alterations received by close of-business will be completed and proofed by the following day. For same-day alts, Citi does differentiate along specific windows of time. If same-day alterations are requested, ‘Rush’ page premiums will apply, and those alterations will be completed as quickly as possible. Typically within 1-2 hrs.

The out of pocket expenses and miscellaneous services fees and charges provided for under this Agreement are not included in the above fees and shall also be payable to Administrator in accordance with the provisions of this Agreement.”; and

(ii) deleting “June 1, 2001” under the heading “Term” and replacing with “March 1, 2013.”

(h) Effective as of March 1, 2012, all versions of Schedule A are deleted and replaced with the attached Schedule A.

2. Representations and Warranties.

(a) The Trust represents (i) that it has full power and authority to enter into and perform this Amendment, (ii) that this Amendment, and all information relating thereto has been presented to and reviewed by the Board of Trustees of the Trust (the “Board”), and (iii) that the Board has approved this Amendment.

(b) Citi represents that it has full power and authority to enter into and perform this Amendment.

3. Miscellaneous .

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

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

	THE BOSTON TRUST & WALDEN FUNDS


	By:

	Name:

	Title:


	CITI FUND SERVICES OHIO, INC.


	By:

	Name:

	Title:

SCHEDULE A

TO THE ADMINISTRATION AGREEMENT

BETWEEN

THE BOSTON TRUST & WALDEN FUNDS

AND

CITI FUND SERVICES OHIO, INC.

Effective March 1, 2012

This Agreement shall apply to all Boston Trust/Walden Fund Portfolios of The Boston Trust & Walden Funds advised by Boston Trust Investment Management, Inc., either now or hereafter created (individually, the “Portfolio”, and collectively, the “Portfolios”). The current Portfolios of the Trust advised by Boston Trust Investment Management, Inc. are set forth below:

Boston Trust Balanced Fund

Boston Trust Equity Fund

Boston Trust Small Cap Fund

Boston Trust Midcap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Small Cap Innovations Fund

Boston Trust SMID Cap Fund

Walden Midcap Fund

Walden SMID Cap Innovations Fund*

*Portfolio has yet to commence operations.

Fees: Pursuant to Article 4, in consideration of services rendered and expenses assumed pursuant to this Agreement and pursuant to the Fund Accounting Agreement executed between the Trust and CITI FUND SERVICES OHIO, INC. with respect to fund accounting services to be provided by CITI FUND SERVICES OHIO, INC. to portfolios of The Boston Trust & Walden Funds, the Trust will pay the Administrator on the first business day of each month, or at such time(s) as the Administrator shall request and the parties hereto shall agree, a fee computed daily at the annual rate of:

0.15% of the first $250 million in aggregate net assets (measure monthly) of all Portfolios, plus

0.13% of the aggregate net assets (measure monthly) of all Portfolios in excess of $250 million and up to $500 million, plus

0.11% of the aggregate net assets (measured monthly) of all Portfolios in excess of $500 million and up to $750 million, plus

0.09% of the aggregate net assets (measured monthly) of all Portfolios in excess of $750 million.

The fee for the period from the day of the month this Agreement is entered into until the end of that month shall be prorated according to the proportion which such period bears to the full monthly period. Upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be prorated according to the proportion which such period bears to the full monthly period and shall be payable upon the date of termination of this Agreement.

For purposes of determining the fees payable to the Administrator, the value of the net assets of a particular Portfolio shall be computed in the manner described in the Trust’s Declaration of Trust or Articles of Incorporation or in the Prospectus or Statement of Additional Information respecting that Portfolio as from time to time is in effect for the computation of the value of such net assets in connection with the determination of the liquidating value of the shares of such Portfolio.

The parties hereby confirm that the fees payable hereunder shall be applied to each Portfolio as a whole, and not to separate classes of shares within the Portfolios.

The fee payable by the Trust hereunder shall be allocated to each Portfolio based upon its pro rata share of the total fee payable hereunder. Such fee as is attributable to each Portfolio shall be a separate (and not joint or joint and several) obligation of each such Portfolio. The Administrator may agree, from time to time, to waive any fees payable under this Agreement. Such waiver shall be at the Administrator’s sole discretion.

As compensation for the Performance Reporting Services provided from time to time, the Trust shall pay the fees and rates agreed upon at the time a request is made for such Performance Reporting Services. Administrator shall provide the Trust with a proposal approximately six (6) weeks prior to the end of the Trust’s fiscal year, and the Trust shall advise Administrator of the Trust’s acceptance of such proposal within two (2) weeks of submission thereof. A quote shall be provided upon request and shall be based upon the following schedule of fees:

Monthly Performance Reports (Marketing Slicks)			$350—$1,000 (defined by content)
Quarterly Performance Reports (Marketing Slicks)			$350 per page

Creative Direction and Design
Creation/Design of Cover Artwork	$500.00	Flat fee

Creation/Design of Book Style	$1,000.00	Flat fee

Editorial Services

Preparation of Chairman’s Letter/Shareholder Letter — Interview with Chairman (or other officer) -Topics include performance, strategy, outlook, news. Fee includes one draft letter (estimated 1300 to 1700 words) and one set of revisions per client comments.	$1,250.00

Preparation of Management’s Discussion of Fund Performance - Interview with Portfolio Manager via telephone or email. Fee includes one draft fund write up (estimated 425 words) and one set of revisions per client comments. Amount quoted is per Portfolio.	$425.00

Board Book Graphics Materials - Composition Charges
Production Designer Project Management fee		$135 per hour
New Set Page (From Supplied File Copy)
Convert and Develop Graphic Format For Graphical
Representation of Tabular Pages		$75 per page
New Set Page (from supplied file copy) Text Pages		$25 per page
New Chart (from supplied file copy)		$90 per chart

Coordination Charges

Chairman’s/Shareholder Letter and 1 Portfolio	$3,000	Flat fee
Each additional Portfolio	$500	Per Portfolio

Typesetting - Initial Composition
New set page (from disk)	$45.00	per page
New set page (from hardcopy)	$45.00	per page
Quick Turnaround (QTA)/Rush Charges	$15.00	per page in addition to new set charge
Quick Turnaround (QTA)/Rush Charges Graphs	$20.00	per page in addition to new set charge

Creation/Design of Cover Artwork			$500 Flat fee
Creation/Design of Book Style			$1,000 Flat fee

Typesetting - Initial Composition of Fiscal Reports and Annual Updates

Annual/Semi Report - Composition Charges

Prospectus - Composition Charges

Citi provides two options for production of Fiscal and Annual Reports:

Option 1: Unlimited alterations to your report (see below for price list).
Option 2: . Charge for alteration cycles to your report (see below for price list).
Full estimates based on page count can be provided upon request.
Option 1 - Initial Composition
Typesetting includes setup and unlimited alteration cycles		$90 per page (pg)
Option 1 - Charting
New Chart includes setup and unlimited alteration cycles		$65 per chart
Option 2 - Initial Composition
New set page (Using Existing Style Pages) includes 1 alteration cycle		$45 pg
Typesetting - Alteration Cycle (Service Price List)
Standard Turn (24 hours Light Edits)		$25 pg
Standard Turn (24 hours Medium Edits)		$25 pg
Standard Turn (24 hours Heavy Edits)		$30 pg
Same Day Turn (4 - 8 hours Light Edits)		$30 pg
Same Day Turn (4 - 8 hours Medium Edits)		$30 pg
Same Day Turn (4 - 8 hours Heavy Edits)		$35 pg
Same Day Turn (under 4 hours Light Edits)		$35 pg
Same Day Turn (under 4 hours Medium Edits)		$35 pg
Same Day Turn (under 4 hours Heavy Edits)		$40 pg
Option 2 - Charting
New set chart		$65 chart
Charting - Alterat ion Cycle (Service Price List)
Standard Turn (24 hours Light Edits)		$25 chart
Standard Turn (24 hours Medium Edits)		$25 chart
Standard Turn (24 hours Heavy Edits)		$25 chart
Same Day Turn (4 - 8 hours Light Edits)		$27 chart
Same Day Turn (4 - 8 hours Medium Edits)		$27 chart
Same Day Turn (4 - 8 hours Heavy Edits)		$27 chart
Same Day Turn (under 4 hours Light Edits)		$30 chart
Same Day Turn (under 4 hours Medium Edits)		$30 chart
Same Day Turn (under 4 hours Heavy Edits)		$30 chart
Ancillary Items Included At No Additional Fee
Blacklining edits		N/C
Electronic Bookproofs		N/C
PDF generation for additional rounds of proofs from typesetting department.		N/C
E-Mail distribution of each round of proofs from typesetting department		N/C
Blacklining edits		N/C

Rush/QTA charges:

Alterations:

Term:

Pursuant to Article 7, the term of this Agreement shall commence on date of the contract and shall remain in effect through March 1, 2013 (“Initial Term”). Thereafter, unless otherwise terminated as provided herein, this Agreement shall be renewed automatically for successive one-year periods (“Rollover Periods”). This Agreement may be terminated without penalty (i) by provision of a notice of nonrenewal in the manner set forth below, (ii) by mutual agreement of the parties or (iii) for “cause,” as defined below, upon the provision of 60 days advance written notice by the party alleging cause. Written notice of nonrenewal must be provided at least 60 days prior to the end of the Initial Term or any Rollover Period, as the case may be.

For purposes of this Agreement, “cause” shall mean (a) a material breach of this Agreement that has not been remedied for thirty (30) days following written notice of such breach from the non-breaching party; (b) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of some substantive shortcoming in its business practices with respect to the Portfolios; or ( c) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors.

Notwithstanding the foregoing, after such termination for so long as the Administrator, with the written consent of the Trust, in fact continues to perform any one or more of the services contemplated by this Agreement or any schedule or exhibit hereto, the provisions of this Agreement, including without limitation the provisions dealing with indemnification, shall continue in full force and effect. Compensation due the Administrator and unpaid by the Trust upon such termination shall be immediately due and payable upon and notwithstanding such termination. The Administrator shall be entitled to collect from the Trust, in addition to the compensation described in this Schedule A, the amount of all of the Administrator’s cash disbursements for services in connection with the Administrator’s activities in effecting such termination, including without limitation, the delivery to the Trust and/or its designees of the Trust’s property, records, instruments and documents.

If, for any reason other than (i) nonrenewal, (ii) mutual agreement of the parties, (iii) “cause,” as defined above, or (iv) the termination of a Portfolio’s operations for legitimate economic reasons (e.g., diminished asset size), the Administrator is replaced as administrator, or if a third party is added to perform all or a part of the services provided by the Administrator under this Agreement (excluding any subadministrator appointed by the Administrator as provided in Article 7 hereof), then the Trust shall make a one-time cash payment, in consideration of the fee structure and services to be provided under this Agreement, and not as a penalty, to the Administrator equal to

the balance due the Administrator for the lesser of: (i) the remainder of the then-current term of this Agreement or (ii) the next twelve (12) months of the then-current term of this Agreement, assuming for purposes of calculation of the payment that such balance shall be based upon the average amount of the Trust’s assets for the twelve months prior to the date the Administrator is replaced or a third party is added.

In the event the Trust is merged into another legal entity in part or in whole pursuant to any form of business reorganization or is liquidated in part or in whole prior to the expiration of the then-current term of this Agreement, the parties acknowledge and agree that the liquidated damages provision set forth above shall be applicable in those instances in which the Administrator is not retained to provide administration services consistent with this Agreement. The one-time cash payment referenced above shall be due and payable on the day prior to the first day in which the Administrator is replaced or a third party is added.

Exhibit 99.B(h)(12)

AMENDMENT TO

TRANSFER AGENCY AGREEMENT

AMENDMENT made as of May 24, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust & Investment Management Company (formerly, United States Trust Company of Boston), a Massachusetts chartered banking and trust company (“Transfer Agent”), to that certain Transfer Agency Agreement, dated as of March 23, 1999, as amended, between the Trust and the Transfer Agent. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

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

1. Name Change.

The Trust has changed its name to ‘The Boston Trust & Walden Funds” and Transfer Agent has changed its name to “Boston Trust & Investment Management Company”. Therefore, all references in the Agreement to “The Coventry Group” shall mean “The Boston Trust & Walden Funds.” and all references to “United States Trust Company of Boston” shall mean “Boston Trust & Investment Management Company”.

2. Miscellaneous.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[signatures on following page]

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

		THE BOSTON TRUST & WALDEN FUNDS

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	President


		BOSTON TRUST INVESTMENT MANAGEMENT, INC.

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	Managing Director

Exhibit 99.B(h)(17)

AMENDMENT TO

SUB-TRANSFER AGENCY AGREEMENT

AMENDMENT made as of April 2, 2012, by and among Boston Trust & Investment Management Company, a state chartered bank of the Commonwealth of Massachusetts (the “Company”), The Boston Trust & Walden Funds (formerly known as The Coventry Group), a Massachusetts business trust (the “Trust”) and Citi Fund Services Ohio, Inc., an Ohio corporation (“Citi”), to that certain Sub-Transfer Agency Agreement, as amended and restated on February 24, 2010, among the Company, the Trust and Citi (as amended and in effect on the date hereof, the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS, pursuant to the Agreement, Citi performs certain sub-transfer agency services for those series of the Trust listed on Schedule C attached hereto (each a “Fund” and collectively, the “Funds”);

WHEREAS, the parties wish to update Schedules A and B;

1. Schedule A .

Schedule A is replaced with the attached Schedule A.

2. Schedule B .

Schedule B is replaced with the attached Schedule B.

3. Schedule C .

Schedule C is replaced with the attached Schedule C.

4. Representations and Warranties.

(b) Citi represents that it has full power and authority to enter into and perform this Amendment.

5. Miscellaneous .

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

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

		THE BOSTON TRUST & WALDEN FUNDS


		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	President

		BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY


		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	SVP

		CITI FUND SERVICES OHIO, INC.


		By:	/s/ Bruce Treff

		Name:	Bruce Treff

		Title:	V.P.

SCHEDULE A

I. SERVICES

1. Shareholder Transactions

(a) Process shareholder purchase and redemption orders for NSCC transactions.

(b) For NSCC transactions, set up account information, including address, dividend option, taxpayer identification numbers and wire instructions.

(d) Issue periodic statements for shareholders.

(e) For NSCC transactions, process transfers and exchanges.

(f) Process dividend payments, including the purchase of new shares, through dividend reimbursement.

(g) Where applicable, process redemption fee as stated in the Fund Prospectus.

(h) For NSCC transactions, provide personnel to respond to telephone inquiries from shareholders and prospective shareholders.

2. Shareholder Information Services

(a) Provide mailing labels for distribution of financial reports, prospectuses, proxy statements or marketing material to current shareholders, upon request.

(b) Provide Company with remote access to Citi’s transfer agency system. Provide support to Company for the maintenance of shareholder records.

3. Compliance Reporting

(a) Provide reports to the Securities and Exchange Commission and the states in which the Fund is registered.

(b) Prepare and distribute appropriate Internal Revenue Service forms for corresponding Fund and shareholder income and capital gains.

4. Dealer/Load Processing (if applicable)

(a) Calculate fees due under 12b-1 plans for distribution and marketing expenses.

(b) Provide for payment of commission on direct shareholder purchases in a load fund.

5. Shareholder Account Maintenance

(a) Maintain all transfer agency system shareholder records for each account in the Trust.

(b) Issue customer statements on scheduled cycle, providing duplicate second and third party copies if required.

(d) Maintain account documentation files for each NSCC account referenced in Section 1 Shareholder Transactions above.

6. Blue Sky Services

(a) Prepare such reports, applications and documents (including reports regarding the sale and redemption of shares in the Trust as may be required in order to comply with Federal and state securities laws) to register the shares in the Trust (“ Shares ”) with state securities authorities, monitor the sale of Shares for compliance with state securities laws, and file with the appropriate state securities authorities the registration statements and reports for the Trust and the Shares and all amendments thereto, to register and keep effective the registration of the Trust and the Shares with state securities authorities to enable the Trust to make a continuous offering of its Shares.

(b) The Trust shall be responsible for identifying to Citi in writing those transactions and assets to be treated as exempt from reporting for each state and territory of the United States and for each foreign jurisdiction.

7. Anti-Money Laundering Services

In each case consistent with and as required or permitted by the written anti-money laundering program (“ AML Program ”) of the Trust:

(a) Monitor, identify and report shareholder transactions and identify and report suspicious activities that are required to be so identified and reported, and provide other required information to the SEC, the U.S. Treasury Department, the Internal Revenue Service or each agency’s designated agent.

(b) For NSCC transactions, place holds on transactions in shareholder accounts or freeze assets in shareholder accounts.

(c) Maintain records or other documentation related to shareholder accounts and transactions that are required to be prepared and maintained pursuant to the Trust’s AML Program, and make the same available the Trust, the individual appointed as the Trust’s anti-money laundering compliance officer (“ AML Compliance Officer ”), the Trust’s auditors and regulatory or law enforcement authorities.

(d) Review Shareholder names against lists of suspected terrorist and terrorist organizations supplied by various governmental organizations, such as the Office of Foreign Asset Control.

8. IRA Services

With respect to any Traditional IRA, Roth IRA, Coverdell Education Savings and SIMPLE IRA accounts offered by the Funds (collectively, “IRA Accounts”), Citi will perform the additional recordkeeping and administrative functions listed below.

a. Collect close-out and/or custodial fees when retirement plan assets are fully liquidated from accounts and disburse revenue in accordance with prospectus, IRA disclosure, and/or IRA custodial agreement language.

b. Collect custodial fees from the holder of the IRA Account (the “Account Holder”) who elect prepayment and disburse revenue in accordance with prospectus, IRA disclosure, and/or IRA custodial agreement language.

c. Coordinate and execute the annual IRA custodial fee event to collect fees from active retirement plan Account Holders via asset liquidation. Disburse revenue in accordance with prospectus, IRA disclosure, and/or IRA custodial agreement language.

d. Tracking, production, and filing to Account Holders and government entities of federal and state tax forms specific to retirement plan accounts (i.e. Forms 1099-R and 5498).

e. Maintain Form W-4P elections for federal and state withholding on retirement plan distributions for each retirement plan shareholder and perform withholding accordingly.

II. Notes and Conditions Related to Sub-Transfer Agency Services

1. The Trust shall establish in its name any bank accounts, including direct deposit account(s), settlement accounts, etc., necessary or appropriate for Citi to perform the sub-transfer agency services provided hereunder. The Trust shall also obtain overdraft (daylight and overnight) facilities and other services with respect to the accounts as it deems appropriate to effect shareholder, NSCC and custody settlement. The Trust grants Citi, as the Trust’s agent, the power and authority to facilitate the set-up of such accounts on behalf of the Trust with such bank or banks as are acceptable to the Trust. In addition, the Trust authorizes Citi, who may appoint its employees, to instruct the bank(s) and the Custodian regarding the movement of money into, out of and between the Trust’s accounts and shall provide such bank or banks with all instructions and authorizations necessary for Citi to effect such money movements.

2. Citi may require any or all of the following in connection with the original issue of Shares: (a) Instructions requesting the issuance, (b) evidence that the Board has authorized the issuance, (c) any required funds for the payment of any original issue tax applicable to such Shares, and (d) an opinion of the counsel to the Trust about the legality and validity of the issuance.

3. Shares shall be issued in accordance with the terms of a Fund’s or Class’ Prospectus after Company, Citi or its agent receives either of the following, in each case in good order and with such additional items or materials as may be required by the Trust’s Procedures, Citi’s operational procedures and/or Citi’s AML Program:

(i) (A) an instruction directing investment in a Fund or Class, (B) a check (other than a third party check) or a wire or other electronic payment in the

amount designated in the instruction and (C), in the case of an initial purchase, a completed account application; or

(ii) the information required for purchases pursuant to a selected dealer agreement, processing organization agreement, or a similar contract with a financial intermediary.

4. If the Trust fails to settle any trade of Shares (a “ settlement failure ”) transacted over the FundServ network maintained by the National Securities Clearing Corporation (“ NSCC ”), the Trust shall, prior to one hour before the next settlement of Shares, (i) notify Citi about the settlement failure and (ii) provide Citi with a description of the specific remedial and prospective actions proposed to be taken by the Trust in order to remedy such settlement failure and avoid any settlement failures in the future (a “ remediation plan ”). If (i) the Trust fails to notify Citi about a settlement failure on a timely basis and (ii) the Trust fails to deliver the remediation plan on a timely basis, or (iii) the remediation plan is inadequate (in Citi’s reasonable opinion), then, upon written notice to the Trust, Citi may terminate the performance of any NSCC services rendered to the Trust or Company hereunder immediately and without penalty.

5. If Citi is or, in Citi’s reasonable opinion, Citi may be subject to any disciplinary action by the NSCC, including, but not limited to fine or censure, expulsion, suspension, limitation of or restriction on activities, functions, and operations (collectively, an “ NSCC sanction ”) as a result of the activities of the Trust or its respective agents, then Citi may, in its sole discretion, demand, in writing, that the Trust provide Citi with adequate assurances specifying any remedial and prospective actions to be taken in order to remedy or avoid an NSCC sanction. If the Trust does not, within seven (7) days of such demand provide adequate assurances satisfactory to Citi in response to any NSCC sanction, then, upon written notice to the Trust, Citi may terminate the performance of any NSCC related services rendered to the Trust under this Agreement immediately and without penalty.

6. Notwithstanding the foregoing, Citi may terminate the performance of any NSCC related services rendered to the Trust under this Agreement immediately and without penalty upon written notice to the Trust if Citi is subject to more than one NSCC sanction by the NSCC during the term of this Agreement.

7. The Trust acknowledges and agrees that deviations requested by the Trust or Company from Citi’s written transfer agent compliance procedures (“ Exceptions ”) may involve operational and compliance risks, including a substantial risk of loss. Citi may in its sole discretion determine whether to permit an Exception. Exceptions must be requested in writing and shall be deemed to remain effective until the Trust revokes the Exception request in writing. Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi acts in good faith, Citi shall have no liability for any loss, liability, expenses or damages to the Trust, the Company or any Shareholder resulting from such an Exception.

8. Citi is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Trust with such bank or banks as are acceptable to the Trust, as may be necessary or appropriate from time to time in connection with the sub-transfer agency services to be performed hereunder. The Trust shall be deemed to be the customer of such bank or banks for purposes of such accounts and shall execute all requisite account opening documents in connection with such accounts. To the extent that the performance of such services hereunder shall require Citi to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes hereunder, the Trust shall provide such bank or banks with all instructions and authorizations necessary for Citi to effect such disbursements.

9. Trust represents and warrants that:

(a) (i) by virtue of its Charter, Shares that are redeemed by the Trust may be resold by the Trust and (ii) all Shares that are offered to the public are covered by an effective registration statement under the Securities Act of 1933, as amended and the 1940 Act.

(b) (i) The Trust has adopted the AML Program, which has been provided to Citi and the Trust’s AML Compliance Officer, (ii) the AML Program has been reasonably designed to facilitate Compliance by the Trust with applicable anti-money laundering Laws and regulations (collectively, the “ Applicable AML Laws ”) in all relevant respects, (iii) the AML Program and the designation of the AML Compliance Officer have been approved by the Board, (iv) the delegation of certain services thereunder to Citi, as provided in Schedule 2 of this Agreement, has been approved by the Board, and (v) the Trust will submit any material amendments to the AML Program to Citi for Citi’s review and consent prior to adoption.

10. Subject to its obligations herein with respect to “blue sky” filings, Citi shall have no obligation to take cognizance hereunder of laws relating to the sale of the Funds’ shares.

SCHEDULE B

FEES

In consideration of the Services rendered pursuant to this Agreement, Citi shall be paid the fees set forth below, on the first business day of each month, such other time(s) as the parties may agree, at the annual rates set forth below. (Before additional NSCC relationships can be added or changes to the operating structure can be instituted, a review and possible increase in fees will be required. The Company agrees that no relationships will be added or changes made without Citi’s prior consent):

ANNUAL FEE

The Annual Fee shall be $15,000 per CUSIP.

Out of Pocket Expenses and Miscellaneous Charges

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

A. Reimbursement of Expenses . The Company shall reimburse Citi for its out-of-pocket expenses reasonably incurred in providing Services, including, but not limited to:

(i)	All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Trust or Company and in delivering all materials to Shareholders;

(ii)	All direct telephone, telephone transmission, and telecopy or other electronic transmission and remote system access expenses incurred by Citi in communication with the Company, the Trust or the Trust’s investment adviser or custodian, dealers, or others as required for Citi to perform the Services;

(iii)	The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;

(iv)	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 Citi for the performance of the services to be provided hereunder, including print production charges incurred;

(v)	All copy charges;

(vi)	Any expenses Citi shall incur at the written direction of the Trust or a duly authorized officer of the Trust;

(vii)	All systems-related expenses associated with the provision of special reports;

(viii)	NSCC charges and Depository Trust & Clearing Corporation charges

(ix)	The cost of tax data services;

(x)	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

(xi)	Any additional expenses reasonably incurred by Citi in the performance of its duties and obligations under this Agreement as communicated to the Company.

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

(i)	A fee for managing and overseeing the report, print and mail functions performed by Citi’s third-party vendors, not to exceed $.04 per page for statements and $.03 per page for confirmations; fees for pre-approved programming in connection with creating or changing the forms of statements, billed at the rate of $150 per hour;

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

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

(iv)	Ad hoc reporting fees pre-approved by the Company, billed at the rate of $150 per hour;

(v)	Expenses associated with the tracking of “as-of trades”, billed at the rate of $50 per hour, as approved by the Company;

(vi)	Expenses associated with Citi’s anti-fraud procedures as it pertains to new account review;

(vii)	The Company’s portion of SAS 70 (or any similar report) expenses, to the extent applicable; and

(viii)	Check and payment processing fees, if applicable.

SCHEDULE C

Fund Name

Boston Trust Balanced Fund

Boston Trust Equity Fund

Boston Trust Small Cap Fund

Boston Trust Midcap Fund

Walden Balanced Fund

Walden Equity Fund

Walden Small Cap Innovations Fund

Boston Trust SMID Cap Fund

Walden Midcap Fund

Walden SMID Cap Innovations Fund*

*Portfolio has yet to commence operations.

Exhibit 99.B(h)(20)

AMENDMENT TO

EXPENSE LIMITATION AGREEMENT

AMENDMENT made as of May 24, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust Investment Management, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Investment Adviser”), to that certain Expense Limitation Agreement, dated March 13, 2009, as amended, between the Trust and the Investment Adviser. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

WHEREAS , the parties wish to update the Agreement to reflect the Trust’s name change;

1. Name Change.

The Trust has changed its name to “The Boston Trust & Walden Funds” and all references in the Agreement to “The Coventry Group” shall mean “The Boston Trust & Walden Funds.”

2. Miscellaneous.

(c) Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

(d) This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

[signatures on following page]

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

		THE BOSTON TRUST & WALDEN FUNDS

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	President


		BOSTON TRUST INVESTMENT MANAGEMENT, INC.

		By:	/s/ Lucia Santini

		Name:	Lucia Santini

		Title:	Managing Director

Exhibit 99.B(i)

July 25, 2012

The Boston Trust & Walden Funds

3435 Stelzer Road

Columbus, OH 43219

Re: Re: The 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. 140 to the Registration Statement for The Boson Trust & Walden Groups (the “Legal Opinion”). We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 143 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

Exhibit 99.B(j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent registered public accountants, we hereby consent to the use of our report incorporated by reference herein dated May 24, 2012 on the financial statements of The Boston Trust & Walden Funds (the “Funds”) as of March 31, 2012 and to the references to our firm in the Prospectus and the Statement of Additional Information in this Post-Effective Amendment to the Funds Registration Statement on Form N-1A.

Cohen Fund Audit Services, Ltd.

Westlake, Ohio

July 26, 2012

Exhibit 99.B(p)(2)

CODE OF ETHICS

BHIL DISTRIBUTORS, INC.

BEACON HILL FUND SERVICES, INC.

Effective: March 2009

Revised: March 2010

Reviewed: January 2011

Reviewed: January 2012

Although this Code of Ethics has been specifically designed in accordance with the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended, to govern the principal underwriter of investment companies, in general this Code of Ethics applies to the following entities and individuals:

BHIL Distributors, Inc. and all registered persons of the broker-dealer

Beacon Hill Fund Services, Inc. and its employees

References to the “Firm” and the “Distributor” shall apply broadly to all the legal entities encompassed under this Code of Ethics.

As of March 2010

Table of Contents

A. General Standards of Ethical Conduct	4
B. Standards of Conduct for Access Persons	5
C. Reporting	6
D. Compliance Officer Reviews	11
E. Sanctions	11
F. Miscellaneous	11
G. Definitions	12
Appendix A-1: Rule 17j-1 of the 1940 Act	13
Appendix A-2: NASD/FINRA Conduct Rule 3050	19
Appendix B: Certification of Receipt Form	20
Appendix C: Access Persons	21
Appendix D: List of Authorized Compliance Personnel	22
Appendix E: Letter to Request Duplicate Statements	23
Appendix F: Holdings Report Form	24
Appendix G: Quarterly Transaction Report Form	25
Appendix H: Waiver Letter Form	26

CODE OF ETHICS

The Firm, in its role as principal underwriter for mutual funds (the “Distributor”), has adopted this Code of Ethics effective upon FINRA approval in accordance with the provisions of Rule 17j-1 (“Rule 17j-1”) under the Investment Company Act of 1940, as amended (the “1940 Act”) and NASD Rule 3050 as regulated by the Financial Industry Regulatory Authority (“FINRA”). See Appendix A for a copy of Rule 17j-1 and NASD Rule 3050 for reference purposes.

Rule 17j-1 under the 1940 Act generally prohibits deceitful, fraudulent, misleading or manipulative practices with respect to purchases or sales of securities held or to be acquired by investment companies. While this Code is designed to prevent violations of Rule 17j-1, it is possible to comply with the terms of this Code and nevertheless violate the general prohibitions set forth in Rule 17j-1. Those persons subject to this Code should be familiar with Rule 17j-1 as well as this Code and, therefore, bear these general prohibitions in mind at all times. All persons subject to this Code shall be required to certify upon initial receipt of the Code as well as certify to compliance on an annual basis thereafter. See Appendix B for the certification form.

The Code covers the following general tenets: 1) Standards; 2) Reporting; and 3) Enforcement.

A. GENERAL STANDARDS OF ETHICAL CONDUCT

Directors, officers and other Access Persons (as defined in Rule 17j-1) have a duty at all times to place the interests of the investment companies (“Funds”) for which the Distributor acts as the principal underwriter ahead of their own interests. See Appendix C to see how to obtain specific information regarding Access Persons under this Code. There must be no conflict of interest, or appearance of conflict, between the self-interest of the individual and that of the Fund.

All personal securities transactions of these individuals must be conducted in compliance with this Code and applicable federal securities laws, in a manner that avoids any actual or potential conflict of interest or any abuse of the individual’s position of trust and responsibility to the Distributor and the Funds. Individuals subject to this Code may also be subject to other codes of ethics (e.g.; codes of affiliated investment advisers, funds, etc.). To the extent possible, individuals would be expected to comply with all applicable codes of ethics. Should any provisions of multiple codes be in conflict, individuals must raise concerns with appropriate compliance personnel. See Appendix D for a list of authorized compliance personnel for the Code.

All activities of these individuals also must be conducted in accordance

with the fundamental standard that they may not take any inappropriate advantage of their positions with the Distributor.

B. STANDARDS OF CONDUCT FOR ACCESS PERSONS

1. Prohibitions with respect to any Fund for which Distributor serves as principal underwriter

It is prohibited for Access Persons:

a. To employ any device, scheme or artifice to defraud the fund;

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

c. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

d. To engage in any manipulative practice with respect to the Fund.

2. Prohibitions regarding Purchases and Sales When a Fund Trade Is Pending

a. Prohibition

If an Access Person knows that an investment adviser, on behalf of any Fund, has placed a “buy” or “sell” order in a Covered Security on a particular day, the Access Person may not purchase or sell, directly or indirectly, the Covered Security or a Related Security on the same business day if:

the Access Person has any direct or indirect beneficial ownership in the Covered Security or a Related Security or the Access Person will acquire any direct or indirect beneficial ownership in the Covered Security or a Related Security by reason of the purchase.

b. Exceptions

This prohibition does not apply to:

· purchases or sales involving 500 or fewer shares of a Covered Security that is included in the Standard & Poor’s 500 based on individual and aggregate transactions

· purchases or sales effected in any account or security tied to an index (QQQ, SPIR, etc.) over which the Access Person has no direct or indirect influence or control

· purchases or sales that are non-volitional on the part of

the Access Person

· purchases that are part of an automatic dividend reinvestment plan

· sales that are part of an automatic withdrawal plan

· 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 the rights were acquired from the issuer

· sales of rights issued by an issuer pro rata to all holders of a class of its securities to the extent the rights were acquired from the issuer.

2. Pre-approval of Investments in IPOs and Limited Offerings

Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund’s investment adviser before directly or indirectly acquiring beneficial ownership in any securities in an Initial Public Offering or in a Limited Offering. Since the Distributor will not have access to trading information, the individual must obtain any pre-approvals from the Fund or investment adviser. Members of the home office staff located at 4041 N. High Street, Ste 402, Columbus, Ohio 43214 are prohibited from participating in IPOs and Limited Offerings.

3. Confidentiality

An Access Person may not reveal to any other person (except in the normal course of his or her duties on behalf of the Distributor) any information about securities transactions of a Fund or securities under consideration for purchase or sale by a Fund. Individuals in possession of any material nonpublic information regarding the Fund’s purchases or sales are prohibited from buying or selling such securities or advising any other person to buy or sell such securities.

C. REPORTING

For persons subject to the Code, there are three types of documents which will need to be provided to the Distributor, which are described below: 1) duplicate statements for brokerage accounts; 2) initial and annual holdings reports; and 3) quarterly transaction reports. Unless a person qualifies for a specific exception, documents must be submitted to the Compliance Office in the format, manner and within the timelines set forth by the Chief Compliance Officer.

1. Duplicate Statements

Upon initial registration with Distributor, each Access Person must complete a form indicating the existence of any brokerage account, and

supplement the information prior to the opening of any new account thereafter. Information will be required to be updated on an annual basis in accordance with Written Supervisory Procedures. Each Access Person must arrange for duplicate copies of periodic statements of his or her brokerage accounts to be sent to the Compliance Officer within the required reporting time periods. See Appendix E for form letter to request duplicate statements. An individual is not required to provide specific information about a brokerage account nor duplicate copies of periodic statements if the holdings and transactions are limited to registered investment companies; provided however that the individual completes the necessary forms indicating that he or she qualifies for this exception to the reporting requirement.

2. Holdings Reports

a. What Information Must Be Included in a Holdings Report?

Each Access Person must submit written and signed reports containing information about each Covered Security in which the Access Person had any direct or indirect beneficial ownership (“Holdings Reports”). See Appendix F for Brokerage Account Holdings Report form.

Each Holdings Report must include the following information:

· Title of each Covered security in which the Access Person had any direct or indirect beneficial ownership

· Number of shares and/or principal amount of each Covered Security in which the Access Person had any direct or indirect beneficial ownership

· Name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person and

· Date the Holdings Report is submitted by the Access Person

If an Access Person is not required to report any information on a Holdings Report or has an exception to the holdings reporting requirements, the Access Person must indicate to that effect on the holdings report form submitted to the Compliance Office no later than 10 days after he or she becomes an Access Person for the Initial Holdings Report and by no later than February 10 th of each year for the Annual Holdings Report.

b. When Must an Access Person Submit an Initial Holdings Report?

Each Access Person must submit to the Compliance Officer an Initial Holdings Report no later than 10 days after he or she becomes an Access Person. The information included in the Initial Holdings Report must reflect the Access Person’s holdings as of a date no more than 45 days prior to the date that he or she became an Access Person.

c. When Must an Access Person Submit Annual Holdings Reports?

Each Access Person must submit to the Compliance Officer an Annual Holdings Report no later than February 10th of each year. The information included in the Annual Holdings Report must reflect the Access Person’s holdings as of the immediately preceding December 31.

d. Are There Any Exceptions to These Holdings Reporting Requirements?

An Access Person does not have to include in his or her Initial and Annual Holdings Reports information about the following securities or accounts:

· Direct obligations of the government of the United States

· Bankers’ acceptances

· Bank certificates of deposit

· Commercial paper

· High quality short-term debt instruments including repurchase agreements

· Shares issued by open-end Funds

· Securities held in any account over which the Access Person has no direct or indirect influence or control and

· Transactions effected for any account over which the Access Person has no direct or indirect influence or control

Exceptions Based on Duplicate Statements

In addition, an Access Person does not have to submit an annual holding report if:

the report would duplicate information contained in brokerage account statements received by the Compliance Officer no later than 30 days after the end of the calendar year.

3. Quarterly Transaction Reports

a. What Information Must be Included in a Quarterly Transaction Report?

Each Access Person must submit a report through the Quarterly Certification Form (“Quarterly Transaction Report”) containing information about:

· Every transaction in a Covered Security during the quarter and in which the Access Person had any direct or indirect beneficial ownership and

· Every 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.

A Quarterly Transaction Report must include the following information:

· Date of each transaction in a Covered Security

· Title of the Covered Security

· Interest rate and maturity date of the Covered Security, if applicable

· Number of shares and/or principal amount of the Covered Security

· Nature of the transaction

· Price of the Covered Security at which the transaction was effected

· Name of the broker, dealer or bank with or through which the transaction was effected

· Name of the broker, dealer or bank with whom the Access Person established any new account

· Date the account was established and

· Date the Quarterly Transaction Report is submitted by the Access Person

If an Access Person has no transactions to report, or has an exception to the transaction reporting requirement, the Access Person must indicate to that effect on the Quarterly Certification form submitted to the Compliance Officer no later than 30 days after the end of the calendar quarter. See Appendix A for Quarterly Certification form.

b. When Must an Access Person Submit a Quarterly Transaction Report through a Quarterly Certification Form?

A Quarterly Certification Form must be submitted to the Compliance Officer no later than 30 days after the end of each calendar quarter.

c. Are There Any Exceptions to These Requirements?

Exceptions for Certain Securities and Accounts

An Access Person does not have to report transactions involving the following securities or accounts:

· Direct obligation of the government of the United States

· Bankers’ acceptances

· Bank certificates of deposit

· Commercial paper

· High quality short-term debt instruments including repurchase agreements

· Shares issued by open-end Funds

· Securities held in any account over which the access person has no direct or indirect influence or control and

· Transaction effected for any account over which the Access Person has no direct or indirect influence or control

· Transaction effected pursuant to an Automatic Investment Plan

Ex c eptions Based on Duplicate Statements

In addition, an Access Person does not have to make a Quarterly Transaction Report for a calendar quarter if:

the report would duplicate information contained in brokerage account statements received by the Compliance Officer no later than 30 days after the end of the calendar quarter. If broker trade confirmations do not contain all of the required information, the Access Person must include the missing information in a Quarterly Transaction Report. The Access Person must indicate to that effect on the Quarterly Transaction Report form submitted to the Compliance Officer no later than 30 days after the end of the calendar quarter.

As noted earlier, individuals subject to this Code may also be subject to other codes of ethics (e.g.; codes of affiliated investment advisers, funds, etc.) which may be more restrictive. To the extent possible, individuals would be expected to comply with all applicable codes of ethics. At the option of the Chief Compliance Officer, the Distributor may recognize compliance with another Rule 17j-1 compliant code of ethics as sufficient for meeting the Distributor requirements with respect to the Code. The Distributor reserves the right to receive reports on violations and/or brokerage account information, upon reasonable request. Distributor reserves the right to nullify this exception at any time and require quarterly brokerage account statements and strict compliance with the Distributor Code of Ethics immediately. See Appendix H for Temporary

Waiver Letter.

If an Access Person does not need to report quarterly transactions because of this exception, the Access Person must indicate that her or she qualifies for this exception on the Quarterly Transaction Report form submitted to the Compliance Officer no later than 30 days after the end of the calendar quarter.

D. COMPLIANCE OFFICER REVIEWS

In reviewing transactions, the Compliance Officer will take into account the various exceptions included in this Code. Before making a determination that an Access Person has violated this Code, the Compliance Officer will give the Access Person an opportunity to supply additional information about the transaction in question. The Chief Compliance Officer will provide periodic reporting to the Board of Directors.

E. SANCTIONS

A registered broker-dealer and its registered representatives may be subject to fines, expulsions, censures and sanctions for violations of this Code. Violations may result in reporting to federal authorities for criminal or civil prosecution. In addition, the Board of Directors of the Distributor may impose sanctions directly, or delegate its authority to specified management personnel to impose sanctions, on an Access Person for violations of this Code as it deems appropriate. Sanctions could include disgorgement of any profits realized by the Access Person as a result of the violation, a letter of consensus or suspension in the Access Person’s personnel file, or termination of the employment of the Access Person.

F. MISCELLANEOUS

All reports of securities transactions and any other information reported pursuant to this Code will be treated as confidential. Record retention will comply with the pre-determined record retention schedule adopted by the Distributor and as set forth in Rule 17j-1(f)(1) and FINRA requirements.

The Board of Directors of the Distributor will approve the initial Code and may from time to time adopt interpretations of this Code as it deems appropriate. The Chief Compliance Officer will review the Code annually and present all material changes to the Board for approval. The Board of Directors will empower such persons designated as authorized compliance personnel to enforce the Code.

To the extent that the Distributor is an affiliated person of the Fund or the Fund’s investment adviser, Distributor shall report issues under the Code and

provide an annual certification regarding its procedures in accordance with Rule 17j-1(c)(1) and (c)(2).

G. DEFINITIONS

To the extent that a term is specifically defined in Rule 17j-1 or otherwise in the 1940 Act, such definitions will apply to the code.

APPENDIX A-1

Investment Company Act of 1940

Rule 17j-1 — Personal Investment Activities of Investment Company Personnel

a. Definitions. For purposes of this section:

1. Access Person means:

i. (i) Any Advisory Person of a Fund or of a Fund’s investment adviser. If an investment adviser’s primary business is advising Funds or other advisory clients, all of the investment adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of a Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

A. If an investment adviser is primarily engaged in a business or businesses other than advising Funds or other advisory clients, the term Access Person means any director, officer, general partner or Advisory Person of the investment adviser who, with respect to any Fund, makes any recommendation, participates in the determination of which recommendation will be made, or whose principal function or duties relate to the determination of which recommendation will be made, or who, in connection with his or her duties, obtains any information concerning recommendations on Covered Securities being made by the investment adviser to any Fund.

B. An investment adviser is “primarily engaged in a business or businesses other than advising Funds or other advisory clients” if, for each of its most recent three fiscal years or for the period of time since its organization, whichever is less, the investment adviser derived, on an unconsolidated basis, more than 50 percent of its total sales and revenues and more than 50 percent of its income (or loss), before income taxes and extraordinary items, from the other business or businesses.

ii. Any director, officer or general partner of a principal underwriter who, in the ordinary course of business, makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by the Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

2. Advisory Person of a Fund or of a Fund’s investment adviser means:

i. Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment advisor) 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 a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

ii. Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

3. Control has the same meaning as in section 2(a)(9) of the Act.

4. Covered Security means a security as defined in section 2(a)(36) of the Act, except that it does not include:

i. Direct obligations of the Government of the United States;

ii. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

iii. Shares issued by open-end Funds.

5. Fund means an investment company registered under the Investment Company Act.

6. An Initial Public Offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

7. Investment Personnel of a Fund or of a Fund’s investment adviser means:

i. Any employee of the Fund or investment adviser (or of any company in a control relationship to the Fund or investment 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 the Fund.

ii. Any natural person who controls the Fund or investment adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

8. A Limited Offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to rule 504 , rule 505 , or rule 506 under the Securities Act of 1933.

9. Purchase or sale of a Covered Security includes, among other things, the writing of an option to purchase or sell a Covered Security.

10. Security Held or to be Acquired by a Fund means:

i. Any Covered Security which, within the most recent 15 days:

A. Is or has been held by the Fund; or

B. Is being or has been considered by the Fund or its investment adviser for purchase by the Fund; and

ii. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (a)(10)(i) of this section.

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

b. Unlawful Actions. It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

1. To employ any device, scheme or artifice to defraud the Fund;

2. To 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 to the Fund, in light of the circumstances under which they are made, not misleading;

3. To engage in any act, practice or course of business that operates or would operates as a fraud or deceit on the Fund; or

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

c. Code of Ethics.

1. Adoption and Approval of Code of Ethics.

i. Every Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and each investment adviser of and principal underwriter for the Fund, must adopt a written code of ethics containing provisions reasonably necessary to prevent its Access Persons from engaging in any conduct prohibited by paragraph (b) of this section.

ii. The board of directors of a Fund, including a majority of directors who are not interested persons, must approve the code of ethics of the Fund, the code of ethics of each investment adviser and principal underwriter of the Fund, and any material changes to these codes. The board must base its approval of a code and any material changes to the code on a determination that the code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by paragraph (b) of this section. Before approving a code of a Fund, investment adviser or principal underwriter or any amendment to the code, the board of directors must receive a certification from the Fund, investment adviser or principal underwriter that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Funds, investment adviser’s, or principal underwriter’s code of ethics. The Fund’s board must approve the code of an investment adviser or principal underwriter before initially retaining the services of the investment adviser or principal underwriter. The Fund’s board must approve a material change to a code no later than six months after adoption of the material change.

iii. If a Fund is a unit investment trust, the Fund’s principal underwriter or depositor must approve the Fund’s code of ethics, as required by paragraph (c)(1)(ii) of this section. If the Fund has more than one principal underwriter or depositor, the principal underwriters and depositors may designate, in writing, which principal underwriter or depositor must conduct the approval required by paragraph (c)(1)(ii) of this section, if they obtain written consent from the designated principal underwriter or depositor.

2. Administration of Code of Ethics.

i. The Fund, investment adviser and principal underwriter must use reasonable diligence and institute procedures reasonably necessary to prevent violations of its code of ethics.

ii. No less frequently than annually, every Fund (other than a unit investment trust) and its investment advisers and principal underwriters must furnish to the Fund’s board of directors, and the board of directors must consider, a written report that:

A. Describes any issues arising under the code of ethics or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the code or procedures and sanctions imposed in response to the material violations; and

B. Certifies that the Fund, investment adviser or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the code.

3. Exception for Principal Underwriters. The requirements of paragraphs (c)(1) and (c)(2) of this section do not apply to any principal underwriter unless:

i. The principal underwriter is an affiliated person of the Fund or of the Fund’s investment adviser; or

ii. An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser.

d. Reporting Requirements of Access Persons.

1. Reports Required. Unless excepted by paragraph (d)(2) of this section, every Access Person of a Fund (other than a money market fund or a Fund that does not invest in Covered Securities) and every Access Person of an investment adviser of or principal underwriter for the Fund, must report to that Fund, investment adviser or principal underwriter:

i. Initial Holdings Reports . No later than 10 days after the person becomes an Access Person (which information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person):

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 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.

ii. Quarterly Transaction Reports . No later than 30 days after the end of a calendar quarter, the following information:

A. With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

1. 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;

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

3. The price of the Covered Security at which the transaction was effected;

4. The name of the broker, dealer or bank with or through which the transaction was effected; and

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

B. With respect to any 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:

1. The name of t he broker, dealer or bank with whom the Access Person established the account;

2. The date the account was established; and

3. The date that t he report is submitted by the Access Person.

iii. Annual Holdings Reports . Annually, the following information (which information must be current as of a date no more than 45 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 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.

2. Exceptions from Reporting Requirements.

i. A person need not make a report under paragraph (d)(1) of this section with respect to transactions effected for, and Covered Securities held in, any account over which the person has no direct or indirect influence or control.

ii. A director of a Fund who is not an “interested person” of the Fund within the meaning of section 2(a)(19) of the Act, and who would be required to make a report solely by reason of being a Fund director, need not make:

A. An initial holdings report under paragraph (d)(1)(i) of this section and an annual holdings report under paragraph (d)(1)(iii) of this section; and

B. A quarterly transaction report under paragraph (d)(1)(ii) of this section, unless the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Covered Security, the Fund purchased or sold the Covered Security, or the Fund or its investment adviser considered purchasing or selling the Covered Security.

iii. An Access Person to a Fund’s principal underwriter need not make a report to the principal underwriter under paragraph (d)(1) of this section if:

A. The principal underwriter is not an affiliated person of the Fund (unless the Fund is a unit investment trust) or any investment adviser of the Fund; and

B. The principal underwriter has no officer, director or general partner who serves as an officer, director or general partner of the Fund or of any investment adviser of the Fund.

iv. An Access Person to an investment adviser need not make a separate report to the investment adviser under paragraph (d)(1) of this section to the extent the information in the report would duplicate information required to be recorded under under Rule 275.204-2(a)(13) of this chapter.

v. An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section if the report would duplicate information contained in broker trade confirmations or account statements received by the

Fund, investment adviser or principal underwriter with respect to the Access Person in the time period required by paragraph (d)(1)(ii), if all of the information required by that paragraph is contained in the broker trade confirmations or account statements, or in the records of the Fund, investment adviser or principal underwriter.

vi. An Access Person need not make a quarterly transaction report under paragraph (d)(1)(ii) of this section with respect to transactions effected pursuant to an Automatic Investment Plan.

3. Review of Reports. Each Fund, investment adviser and principal underwriter to which reports are required to be made by p aragraph (d)(1) of this section must institute procedures by which appropriate management or compliance personnel review these reports.

4. Notification of Reporting Obligation. Each Fund, investment adviser and principal underwriter to which reports are required to be made by paragraph (d)(1) of this section must identify all Access Persons who are required to make these reports and must inform those Access Persons of their reporting obligation.

5. Beneficial Ownership. For purposes of this section, beneficial ownership is interpreted in the same manner as it would be u nder Rule 16a-1(a)(2) of this chapter in determining whether a person is the beneficial owner of a security for purposes of section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Any report required by paragraph (d) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

e. Pre-approval of Investments in IPOs and Limited Offerings. Investment Personnel of a Fund or its investment adviser must obtain approval from the Fund or the Fund’s investment

1. Each Fund, investment adviser and principal underwriter that is required to adopt a code of ethics or to which reports are required to be made by Access Persons must, at its principal place of business, maintain records in the manner and to the extent set out in this paragraph (f), and must make these records available to the Commission or any representative of the Commission at any time and from time to time for reasonable periodic, special or other examination:

A. A copy of each code of ethics for the organization that is in effect, or at any time within the past five years was in effect, must be maintained in an easily accessible place;

B. A record of any violation of the code of ethics, and of any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs;

C. A copy of each report made by an Access Person as required by this section, including any information provided in lieu of the reports under paragraph (d)(2)(v) of this section, must be maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place;

D. A record of all persons, currently or within the past five years, who are or were required to make reports under paragraph (d) of this section, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place; and

E. A copy of each report required by paragraph (c)(2)(ii) of this section must be maintained 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.

2. A Fund or investment adviser must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by investment personnel of securities under paragraph (e) , for at least five years after the end of the fiscal year in which the approval is granted.

APPENDIX A-2

NASD/FINRA Conduct Rules

Rule 3050. Transactions for or by Associated Persons

(a) Determine Adverse Interest

A member (“executing member”) who knowingly executes a transaction for the purchase or sale of a security for the account of a person associated with another member (“employer member”), or for any account over which such associated person has discretionary authority, shall use reasonable diligence to determine that the execution of such transaction will not adversely affect the interests of the employer member.

(b) Obligations of Executing Member

Where an executing member knows that a person associated with an employer member has or will have a financial interest in, or discretionary authority over, any existing or proposed account carried by the executing member, the executing member shall:

(1) notify the employer member in writing, prior to the execution of a transaction for such account, of the executing member’s intention to open or maintain such an account;

(2) upon written request by the employer member, transmit duplicate copies of confirmations, statements, or other information with respect to such account; and

(3) notify the person associated with the employer member of the executing member’s intention to provide the notice and information required by subparagraphs (1) and (2).

A person associated with a member, prior to opening an account or placing an initial order for the purchase or sale of securities with another member, shall notify both the employer member and the executing member, in writing, of his or her association with the other member; provided, however, that if the account was established prior to the association of the person with the employer member, the associated person shall notify both members in writing promptly after becoming so associated.

(d) Obligations of Associated Persons Concerning an Account with a Notice-Registered Broker/Dealer, Investment Adviser, Bank, or Other Financial Institution

A person associated with a member who opens a securities account or places an order for the purchase or sale of securities with a broker/dealer that is registered pursuant to Section 15(b)(11) of the Act (“notice-registered broker/dealer”), a domestic or foreign investment adviser, bank, or other financial institution, except a member, shall:

(1) notify his or her employer member in writing, prior to the execution of any initial transactions, of the intention to open the account or place the order; and

(2) upon written request by the employer member, request in writing and assure that the notice-registered broker/dealer, investment adviser, bank, or other financial institution provides the employer member with duplicate copies of confirmations, statements, or other information concerning the account or order;

provided, however, that if an account subject to this paragraph (d) was established prior to a person’s association with a member, the person shall comply with this paragraph promptly after becoming so associated.

(e) Paragraphs (c) and (d) shall apply only to an account or order in which an associated person has a financial interest or with respect to which such person has discretionary authority.

(f) Exemption for Transactions in Investment Company Shares and Unit Investment Trusts

The provisions of this Rule shall not be applicable to transactions in unit investment trusts and variable contracts or redeemable securities of companies registered under the Investment Company Act of 1940, as amended, or to accounts which are limited to transactions in such securities.

APPENDIX B

Acknowledgement of Receipt and Compliance

Code of Ethics

Separate Initial, Quarterly and Annual Certification Forms are attached to the Written Supervisory Procedures

APPENDIX C

Access Persons

The Firm will maintain a separate list of Access Persons for the files, which will be updated periodically.

The entire list of Access Persons will not be included with the Code of Ethics during its general distribution. However, partial lists of Access Persons may be shared with certain persons upon request.

The Firm will notify any individual upon initial registration if she or he is deemed an Access Person for reporting purposes of the Code. Individuals must promptly notify the Chief Compliance Officer should their job functions change or they gain/lose access to trading information, at which point their status will be re-evaluated with respect to the Code.

Any registered representative of, the Firm. may contact the Chief Compliance Officer in order to determine if he or she is considered an Access Person for reporting purposes.

APPENDIX D

List of Authorized Compliance Personnel

The Chief Compliance Officer of the Principal Underwriter is Dina A. Tantra. In her absence, and with respect to the transactions of Dina A. Tantra, Scott Englehart will act as the Compliance Officer of the Principal Underwriter.

APPENDIX E

Letter to Request Duplicate Brokerage Account Statements

Date

Your Brokerage Company Name

ATTN: Your Broker’s Name

Address #1

Address #2

RE: Account “Number”

“Related Account Numbers”

Dear “Your Broker’s Name”:

In accordance with the policies of the broker dealer with whom I am registered, BHIL Distributors, Inc., please be advised that I am authorizing and directing you to provide them with copies of quarterly statements for the above accounts over which I have discretionary authority, until such time as I or the Compliance Manager of BHIL Distributors, Inc. notifies you otherwise. Duplicate copies of confirmations need NOT be provided. No reporting is required for positions in registered investment companies.

Duplicate statements should be mailed to:

BHIL Distributors, Inc.

ATTN: Compliance Manager

4041 N. High Street, Suit 402

Columbus OH 43214

I would greatly appreciate your attention to this request at your earliest convenience. If you have any questions, you may contact Christy Baker, the Compliance Manager for BHIL Distributors, Inc. at (614) 255-5547.

Sincerely,

cc: Christy Baker, Compliance Manager

APPENDIX F

Initial and Annual Holdings Report

Separate Initial and Annual Certification Forms are attached to the Written Supervisory Procedures

APPENDIX G

Quarterly Transaction Report

Separate Quarterly Certification Form is attached to the Written Supervisory Procedures

APPENDIX H

Temporary Waiver Letter for Code of Ethics Requirements

Date

Your Client Name

ATTN: Your Chief Compliance Officer’s Name

Address #1

RE: RR Name (“BHIL Registered Representative”)

Temporary Waiver of Specific Requirements to BHIL

Distributors, Inc. Code of Ethics

Dear “Your CCO’s Name”:

It has come to our understanding that the above named BHIL Registered Representative is subject to XXX Code of Ethics (“Outside Code”) as well as the Code of Ethics of BHIL Distributors, Inc. (“BHIL Code”). Under Section 3(c) of the BHIL Code, to the extent possible, individuals would be expected to comply with all applicable codes of ethics. At the option of the undersigned Chief Compliance Officer, BHIL Distributors, Inc. may recognize compliance with another code of ethics as sufficient for meeting BHIL Code requirements. BHIL Distributors, Inc. reserves the right to receive reports on violations and/or brokerage account information, upon reasonable request. BHIL Distributors, Inc. reserves the right to nullify this exception at any time and require quarterly brokerage account statements and strict compliance with the BHIL Code immediately.

Based on this letter, and until further notice, BHIL Registered Representative need not provide duplicate statements to our Compliance Office; provide however that BHIL Registered Representative complete the quarterly and annual reporting forms and indicate that he or she is complying with the Outside Code and has a temporary waiver letter from BHIL Distributors, Inc. on file.

Should BHIL Registered Representative fail to Comply with the Outside Code, please inform us immediately.

If you have any questions, you may contact Dina Tantra, the Chief Compliance Officer for BHIL Distributors, Inc. at (614) 255-5546.

Sincerely,

CC: Christy Baker, Compliance Manager

Scott Englehart, President

Exhibit 99.B(p)(4)

CITI FUND SERVICES, INC.

CITI FUND SERVICES OHIO, INC.

CITIGROUP FUND SERVICES, LLC

CODE OF ETHICS

JANUARY 1, 2012

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, Inc., Citi Fund Services Ohio, Inc., and Citigroup Fund Services, LLC (collectively, “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 Employee Trading Policy. These and other documents are available through the citigroup.net portal (see list 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.

“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 Employee Trading 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. For example, Transfer Agent employees may not process transactions for their own account or influence others to effect improper

transactions on their account or for the accounts of any direct family member. 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).

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 POLICY

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

The ICG Gifts & Entertainment Policy is located at http://www.citigroup.net/globalcompliance/docs/gift_policy.pdf.

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. 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.

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.

A. 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.

2. Initial and Annual Certifications

All Covered Persons shall be required to sign and submit to the Code Compliance Officer a written certification, in the form of Exhibit B hereto, 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.

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 Morgan Stanley Smith Barney or Citi Personal Wealth Management pursuant to a permissible exception to the Citigroup Employee Trading Policy are required to instruct their broker/dealer to file duplicate trade confirmations and account statements with the Code Compliance Officer at Citi. 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.

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-Morgan Stanley Smith Barney or non-Citi Personal Wealth Management 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 Citigroup Employee Trading Policy.

2. Initial and Annual Holdings Reports

All Access Persons must file a completed Initial and Annual Holdings Report, in the form of Exhibit C attached hereto, 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

(1) Covered Persons maintaining accounts through Morgan Stanley Smith Barney and Citi Personal Wealth Management, pursuant to the Citigroup Employee Trading Policy do not need to instruct his/her broker to deliver duplicate confirmations and statements to the Code Compliance Officer.

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 Morgan Stanley Smith Barney or Citi Personal Wealth Management), bank or transfer agent in which Covered Securities are recorded. This requirement does not fulfill any additional reporting requirements under the Citigroup Employee Trading 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

(2) whether any apparent violation of the reporting requirement set forth in Section VI.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 Managing 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.

CITI CODE OF ETHICS

EXHIBIT A

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

The following employees of Citi:

Business Systems — all associates

CCO Services — all associates

Citi In-Business Compliance and Risk — all associates

Client Implementation — all associates

Directors and Managing Directors

Directors/Officers of any mutual fund serviced by Citi

Enterprise Shared Services — all associates

Financial Administration — all associates

Fund Accounting — all associates

Fund Administration — all associates

Fund Client Services — all associates

Regulatory Administration — all associates

Shared Infrastructure Services — all associates

As of January 1, 2012(2)

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

CITI CODE OF ETHICS

EXHIBIT B

(2012)

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 Morgan Stanley Smith Barney and Citi Personal Wealth Management), 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

CITI CODE OF ETHICS

EXHIBIT C

(2012)

INITIAL AND ANNUAL HOLDINGS REPORT

Name and Address of	Discretionary
Broker, Dealer, Bank,	Account(3)		If New Account,
or Adviser(s)	(Yes or No)	Account Number(s)	Date Established

	o Yes o No

	o Yes o No

	o Yes o No

	o Yes o No

Please check appropriate statement below:

o 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).

o I certify that I have directed each broker (excluding Morgan Stanley Smith Barney and Citi Personal Wealth Management), 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).

o All of my accounts holding Covered Securities are with Morgan Stanley Smith Barney or Citi Personal Wealth Management (Please enter account information above).

o 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.

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


Print or Type Name


Signature


Date

CITI CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT

EXHIBIT D

(2012)

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

Name of Broker, Dealer,

Security

Principal

Interest

Maturity

Transfer Agent or Bank

Description

Trade

Number of

Per Share

Amount

Rate

(and Account Number

(Symbol/CUSIP)

Date

Shares

Price

(for debt security)

(If Applicable)

and Date Established, If New)

Bought (B) or Sold (S)

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

CITI CODE OF ETHICS

EXHIBIT E

(2012)

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 Morgan Stanley Smith Barney and Citi Personal Wealth Management), 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

ADDITIONAL POLICY LINKS AND CONTACT INFORMATION

EXHIBIT F

Citi Code of Conduct:

http://www.citigroup.com/citi/corporategovernance/codeconduct.htm

ICG Gifts & Entertainment Policy:

http://www.citigroup.net/globalcompliance/docs/gift_policy.pdf

Citi Employee Trading Policy:

http://globalconsumergroupuk.citigroup.net/vM2010/uploads/5262/etp_final.pdf

Outside Activities Policy:

http://www.citigroup.net/globalcompliance/docs/outsidedirectorships.pdf

Outside Activities Unit North America Phone Number:

(866) 547-9144

Employee Web Preclearance System (EWPS):

https://cgwpc.nj.ssmb.com

Preclearance Hotline:

(866) 369-2074

Citi Expense Management Policy:

http://www.citigroup.net/finance/policy/cemp.html

Anti-Bribery and Foreign Corrupt Practices Act (FCPA) Policy:

http://globalcompliance.nj.ssmb.com/data/compl/docs/fcpa_policy.pdf