As filed with the Securities and Exchange Commission on April 18, 2017
Securities Act No. 33-44964
Investment Company Act File No. 811-06526
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |
x |
Pre-Effective Amendment No. |
o |
Post-Effective Amendment No. 158 |
x |
and/or |
|
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |
x |
Amendment No. 161 |
x |
THE BOSTON TRUST & WALDEN FUNDS
(Exact Name of Registrant as Specified in Charter)
4400 Easton Commons, Suite 200, Columbus, Ohio 43219
(Address of Principal Executive Offices)
Registrants 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.
4400 Easton Commons, Suite 200
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 (May 1, 2017) 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 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 Fund (WASMX)
Walden Small Cap Fund (WASOX)
Walden International Equity Fund (WIEFX)
Prospectus dated May 1, 2017
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
May 1, 2017
Boston Trust Asset Management Fund |
Fund Summary |
Investment Goals
The Boston Trust Asset Management 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 |
|
0.20 |
% |
Total Annual Fund Operating Expenses |
|
0.95 |
% |
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 Funds 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 |
|
||||
$ |
97 |
|
$ |
303 |
|
$ |
525 |
|
$ |
1,166 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 8.42% of the average value of its portfolio.
Principal Investment Strategies
The Fund will invest in a diversified portfolio of stocks, bonds and money market instruments, with at least 20% of the Funds assets invested in each of the following categories: (i) domestic and foreign equity securities, such as common stock and (ii) fixed-income securities, such as U.S. government and agency securities, corporate bonds, money market funds, and cash. 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 Boston Trust Investment Management, Inc.s (the Advisers) 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. The Fund will purchase fixed income securities that are primarily rated investment grade. The Fund may invest up to 25% of its assets in foreign equity and fixed income securities.
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 Funds 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 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 Funds 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 Funds fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value as rates increase. Given the historically low interest rate environment, risks associated with rising interest rates are heightened. Securities with greater interest rate sensitivity, and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value.
Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in a Funds portfolio.
Government Risk: The U.S. governments 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 Funds shares are guaranteed or that the price of the Funds shares will not fluctuate.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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: |
3Q 2009 |
|
4Q 2008 |
8.56% |
|
(9.61)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 3.70%.
|
|
|
|
|
|
|
|
Since |
|
Average Annual Total Returns |
|
1 |
|
5 |
|
10 |
|
Inception |
|
(as of December 31, 2016) |
|
Year |
|
Years |
|
Years |
|
(12/1/95) |
|
Boston Trust Asset Management Fund |
|
|
|
|
|
|
|
|
|
Before Taxes |
|
9.59 |
% |
9.67 |
% |
6.86 |
% |
7.79 |
% |
After Taxes on Distributions |
|
8.31 |
% |
8.78 |
% |
6.13 |
% |
6.77 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
6.48 |
% |
7.63 |
% |
5.46 |
% |
6.23 |
% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
11.96 |
% |
14.66 |
% |
6.95 |
% |
8.41 |
% |
Bloomberg Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
|
3.05 |
% |
2.29 |
% |
4.40 |
% |
5.25 |
% |
Citigroup 90-Day U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes) |
|
0.27 |
% |
0.09 |
% |
0.73 |
% |
2.35 |
% |
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 shareholders 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, Since 1995 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
May 1, 2017
Boston Trust Equity Fund |
Fund Summary |
Investment Goals
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 |
|
0.21 |
% |
Total Annual Fund Operating Expenses |
|
0.96 |
% |
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 Funds 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 |
|
||||
$ |
98 |
|
$ |
306 |
|
$ |
531 |
|
$ |
1,178 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 6.65% of the average value of its portfolio.
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 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 the Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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: |
2Q 2009 |
|
4Q 2008 |
14.14% |
|
(18.50)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 4.53%.
Average Annual Total Returns
|
|
1
|
|
5
|
|
10
|
|
Since
|
|
Boston Trust Equity Fund |
|
|
|
|
|
|
|
|
|
Before Taxes |
|
12.01 |
% |
11.71 |
% |
7.08 |
% |
7.79 |
% |
After Taxes on Distributions |
|
10.33 |
% |
10.76 |
% |
6.52 |
% |
7.28 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
8.18 |
% |
9.31 |
% |
5.71 |
% |
6.43 |
% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
11.96 |
% |
14.66 |
% |
6.95 |
% |
8.35 |
% |
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 shareholders 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, Since 2003 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker- Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
|
May 1, 2017 |
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 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 |
|
0.27 |
% |
Total Annual Fund Operating Expenses |
|
1.02 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.02 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
1 0 Years |
|
||||
$ |
102 |
|
$ |
323 |
|
$ |
561 |
|
$ |
1,246 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 14.53% of the average value of its portfolio.
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. Equity securities include common 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. The size of companies in the Russell Midcap ® Index may change with market conditions. In addition, changes to the composition of the Russell Midcap ® Index can change the market capitalization range of the companies included in the index. As of December 31, 2016, the market capitalization range of the Russell Midcap ® Index was between $239.0 million and $57.5 billion.
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 Funds 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 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 the Funds shares, can fluctuate at times dramatically.
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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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: |
2Q 2009 |
|
4Q 2008 |
18.26% |
|
(21.85)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 5.02%.
Average Annual Total Returns
|
|
1 Year |
|
5 Years |
|
Since
|
|
Boston Trust Midcap Fund |
|
|
|
|
|
|
|
Before Taxes |
|
12.13 |
% |
12.19 |
% |
8.42 |
% |
After Taxes on Distributions |
|
10.40 |
% |
11.02 |
% |
7.66 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
8.32 |
% |
9.69 |
% |
6.81 |
% |
Russell Midcap ® Index (reflects no deduction for fees, expenses or taxes) |
|
13.80 |
% |
14.72 |
% |
7.57 |
% |
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 shareholders 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. |
Lead Portfolio Manager: |
Stephen Amyouny, CFA, Since 2007 |
Portfolio Managers: |
Belinda Cavazos, CFA, Since 2017 |
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
|
May 1, 2017 |
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 and middle (smid) 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 |
|
0.86 |
% |
Total Annual Fund Operating Expenses |
|
1 .61 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.86 |
)% |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
|
0.75 |
% |
(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 0.75% (1.00% prior to June 1, 2015) of its average daily net assets through May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
||||
$ |
77 |
|
$ |
424 |
|
$ |
795 |
|
$ |
1,838 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 22.69% of the average value of the portfolio.
Principal Investment Strategies
The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities of domestic small and mid cap companies. Equity securities include common stock. 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 and 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 December 31, 2016, the market capitalization range of the Russell 2500 ® Index was between $21.0 million and $18.72 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at time of purchase.
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 Funds 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 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 Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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: |
1Q 2012 |
|
3Q 2015 |
11.12% |
|
(9.16)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 4.53%.
Average Annual Total Returns
|
|
1 Year |
|
5 Years |
|
Since
|
|
Boston Trust SMID Cap Fund |
|
|
|
|
|
|
|
Before Taxes |
|
20.16 |
% |
12.10 |
% |
11.85 |
% |
After Taxes on Distributions |
|
18.40 |
% |
10.70 |
% |
10.48 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
12.76 |
% |
9.52 |
% |
9.32 |
% |
Russell 2500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
17.59 |
% |
14.54 |
% |
14.33 |
% |
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 shareholders 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. |
Lead Portfolio Manager: |
Kenneth Scott, CFA, since 2011 |
Portfolio Managers: |
Belinda Cavazos, CFA, Since 2017 |
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
1,000,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
|
|
May 1, 2017 |
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 (small cap) 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 |
|
0.31 |
% |
Total Annual Fund Operating Expenses |
|
1.06 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.06 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
$ |
331 |
|
$ |
579 |
|
$ |
1,289 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 51.92% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities of domestic small cap companies. Equity securities include common stock. 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. The size of companies in the Russell 2000 ® Index may change with market conditions. In addition, changes to the composition of the Russell 2000 ® Index can change the market capitalization range of the companies included in the index. As of December 31, 2016, the market capitalization range of the Russell 2000 ® Index was between $21.0 million and $15.1 billion.
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 Funds 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 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 the Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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: |
2Q 2009 |
|
4Q 2008 |
20.53% |
|
(21.72)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 2.02%.
|
|
|
|
|
|
|
|
Since |
|
Average Annual Total Returns |
|
1 |
|
5 |
|
10 |
|
Inception |
|
(as of December 31, 2016) |
|
Year |
|
Years |
|
Years |
|
(12/31/94) |
|
Boston Trust Small Cap Fund |
|
|
|
|
|
|
|
|
|
Before Taxes |
|
23.29 |
% |
11.85 |
% |
8.55 |
% |
11.00 |
% |
After Taxes on Distributions |
|
22.42 |
% |
9.88 |
% |
7.25 |
% |
N/A |
|
After Taxes on Distributions and Sale of Fund Shares |
|
13.93 |
% |
9.15 |
% |
6.77 |
% |
N/A |
|
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes) |
|
21.31 |
% |
14.46 |
% |
7.07 |
% |
9.46 |
% |
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 shareholders 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). After-tax returns for the periods prior to December 16, 2005, the time the Fund became a registered investment company, are not required to be presented.
Portfolio Management
Investment Adviser: |
|
Boston Trust Investment Management, Inc. |
Lead Portfolio Manager: |
|
Kenneth Scott, CFA, Since 2005 |
Portfolio Managers: |
|
Belinda Cavazos, CFA, Since 2017 |
|
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
May 1, 2017
Walden Asset Management Fund |
|
Fund Summary |
Investment Goals
The Walden Asset Management 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 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 |
|
0.30 |
% |
Total Annual Fund Operating Expenses |
|
1.05 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.05 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
$ |
329 |
|
$ |
575 |
|
$ |
1,278 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 10.18% of the average value of its portfolio.
Principal Investment Strategies
The Fund will invest in a diversified portfolio of stocks, bonds and money market instruments, with at least 20% of the Funds assets invested in each of the following categories: (i) domestic and foreign equity securities, such as common stock and (ii) fixed-income securities, such as U.S. government and agency securities, corporate bonds, money market funds, and cash. 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 Advisers 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. The Fund will purchase fixed income securities that are primarily rated investment grade. The Fund may invest up to 25% of its assets in foreign equity and fixed income securities.
The Walden Asset Management Fund incorporates 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), a division 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 engagement to encourage stronger corporate responsibility and accountability.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In each of the five 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 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 the Funds 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 Funds fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value as rates increase. Given the historically low interest rate environment, risks associated with rising interest rates are heightened. Securities with greater interest rate sensitivity, and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value.
Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in the Funds portfolio.
Government Risk: The U.S. governments 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 Funds shares are guaranteed or that the price of the Funds shares will not fluctuate.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
1Q 2012 |
|
4Q 2008 |
9.29% |
|
(12.90)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 3.56%.
|
|
|
|
|
|
|
|
Since |
|
Average Annual Total Returns |
|
1 |
|
5 |
|
10 |
|
Inception |
|
(as of December 31, 2016) |
|
Year |
|
Years |
|
Years |
|
(6/18/99) |
|
Walden Asset Management Fund |
|
|
|
|
|
|
|
|
|
Before Taxes |
|
9.08 |
% |
9.17 |
% |
5.68 |
% |
4.94 |
% |
After Taxes on Distributions |
|
8.31 |
% |
8.46 |
% |
5.09 |
% |
4.36 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
5.77 |
% |
7.23 |
% |
4.49 |
% |
3.89 |
% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
11.96 |
% |
14.66 |
% |
6.95 |
% |
4.94 |
% |
Bloomberg Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) |
|
3.05 |
% |
2.29 |
% |
4.40 |
% |
5.15 |
% |
Citigroup 90-Day U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes) |
|
0.27 |
% |
0.09 |
% |
0.73 |
% |
1.81 |
% |
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 shareholders 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: |
|
William H. Apfel, CFA, Since 2012 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
May 1, 2017
Walden Equity Fund |
|
Fund Summary |
Investment Goals
The Walden 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 |
|
0.34 |
% |
Total Annual Fund Operating Expenses |
|
1.09 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.09 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
1 0 Years |
|
||||
$ |
102 |
|
$ |
338 |
|
$ |
592 |
|
$ |
1,321 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 9.94% of the average value of its portfolio.
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 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.
The Walden Equity Fund incorporates 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), a division 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 engagement to encourage stronger corporate responsibility and accountability.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In each of the five 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 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 the Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
3Q 2009 |
|
4Q 2008 |
14.02% |
|
(21.00)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 4.89%.
Average Annual Total Returns
|
|
1
|
|
5
|
|
10
|
|
Since
|
|
Walden Equity Fund |
|
|
|
|
|
|
|
|
|
Before Taxes |
|
11.80 |
% |
12.10 |
% |
7.14 |
% |
5.70 |
% |
After Taxes on Distributions |
|
10.94 |
% |
11.18 |
% |
6.56 |
% |
5.26 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
7.40 |
% |
9.6 1 |
% |
5.75 |
% |
4.66 |
% |
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
11.96 |
% |
14.66 |
% |
6.95 |
% |
4.94 |
% |
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 shareholders 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: |
|
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 & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
May 1, 2017
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-1) Fees |
|
None |
|
Other Expenses |
|
0.29 |
% |
Total Annual Fund Operating Expenses |
|
1.04 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.04 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
$ |
327 |
|
$ |
570 |
|
$ |
1,267 |
|
PortfolioTurnover: 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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 12.59% of the average value of the portfolio.
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. Equity securities include common 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. The size of companies in the Russell Midcap ® Index may change with market conditions. In addition, changes to the composition of the Russell Midcap ® Index can change the market capitalization range of the companies included in the index. As of December 31, 2016, the market capitalization range of the Russell Midcap ® Index was between $239.0 million and $57.5 billion.
The Walden Midcap Fund incorporates 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 the portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (Walden), a division 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 engagement to encourage stronger corporate responsibility and accountability.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In each of the five 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 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 the Funds shares, can fluctuate at times dramatically.
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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
1Q 2012 |
|
3Q 2015 |
13.14% |
|
(5.87)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 4.97%.
Average Annual Total Returns
|
|
1 Year |
|
5 Years |
|
Since
|
|
Walden Midcap Fund |
|
|
|
|
|
|
|
Before Taxes |
|
12.13 |
% |
12.13 |
% |
10.82 |
% |
After Taxes on Distributions |
|
10.87 |
% |
11.33 |
% |
10.08 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
7.94 |
% |
9.65 |
% |
8.60 |
% |
Russell Midcap ® Index (reflects no deduction for fees, expenses or taxes) |
|
13.80 |
% |
14.72 |
% |
12.51 |
% |
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 shareholders 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. |
Lead Portfolio Manager: |
|
Stephen Amyouny, CFA, Since 2011 |
Portfolio Managers: |
|
Belinda Cavazos, CFA, Since 2017 |
|
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
May 1, 2017
Walden SMID Cap Fund |
|
Fund Summary |
Investment Goals
The Walden SMID Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small and middle (smid) 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 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 |
|
0.37 |
% |
Total Annual Fund Operating Expenses |
|
1 .12 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.12 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
$ |
344 |
|
$ |
605 |
|
$ |
1,352 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 20.85% of the average value of the portfolio.
Principal Investment Strategies
The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities. Equity securities include common stock of domestic small and mid cap companies. Equity securities include common stock. 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 and 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 December 31, 2016, the market capitalization range of the Russell 2500 ® Index was between $21.0 million and $18.7 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at time of purchase.
The Walden SMID Cap Fund incorporates 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), a division 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 engagement to encourage stronger corporate responsibility and accountability.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In each of the five 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 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 Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
1Q 2013 |
|
3Q 2015 |
9.71% |
|
(9.05)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 4.38%.
Average Annual Total Returns
|
|
1 Year |
|
Since
|
|
Walden SMID Cap Fund |
|
|
|
|
|
Before Taxes |
|
20.11 |
% |
13.18 |
% |
After Taxes on Distributions |
|
18.53 |
% |
11.98 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
12.47 |
% |
10.25 |
% |
Russell 2500 ® Index (reflects no deduction for fees, expenses or taxes) |
|
17.59 |
% |
14.92 |
% |
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 shareholders 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. |
Lead Portfolio Manager: |
|
Kenneth Scott, CFA, since 2012 |
Portfolio Managers: |
|
Belinda Cavazos, CFA, Since 2017 |
|
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker- Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
|
|
|
May 1, 2017 |
Walden Small Cap Fund |
Fund Summary |
Investment Goals
The Walden Small Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization (small cap) 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 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 |
|
0.31 |
% |
Total Annual Fund Operating Expenses |
|
1.06 |
% |
Fee Waiver and/or Expense Reimbursement(1) |
|
(0.06 |
)% |
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 May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
$ |
331 |
|
$ |
579 |
|
$ |
1,289 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 14.71% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities of domestic small cap companies. Equity securities include common stock. 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. The size of companies in the Russell 2000 ® Index may change with market conditions. In addition, changes to the composition of the Russell 2000 ® Index can change the market capitalization range of the companies included in the index. As of December 31, 2016, the market capitalization range of the Russell 2000 ® Index was between $21.0 million and $15.1 billion.
The Walden Small Cap Fund incorporates 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), a division 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 engagement to encourage stronger corporate responsibility and accountability.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In each of the five 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
All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Funds 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 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 the Funds 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.
Management Risk: The Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
2Q 2009 |
|
3Q 2011 |
21.55% |
|
(19.74)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 1 .79%.
|
|
|
|
|
|
Since |
|
Average Annual Total Returns |
|
|
|
|
|
Inception |
|
(as of December 31, 2016) |
|
1 Year |
|
5 Years |
|
(10/24/08) |
|
Walden Small Cap Fund |
|
|
|
|
|
|
|
Before Taxes |
|
23.96 |
% |
11.94 |
% |
14.52 |
% |
After Taxes on Distributions |
|
22.86 |
% |
10.03 |
% |
12.97 |
% |
After Taxes on Distributions and Sale of Fund Shares |
|
14.50 |
% |
9.29 |
% |
11.82 |
% |
Russell 2000 ® Index (reflects no deduction for fees, expenses or taxes) |
|
21.31 |
% |
14.46 |
% |
15.42 |
% |
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 shareholders 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. |
Lead Portfolio Manager: |
Kenneth Scott, CFA, Since 2008 |
Portfolio Managers: |
Belinda Cavazos, CFA, Since 2017 |
|
Richard Q. Williams, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
100,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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 Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
|
|
|
May 1, 2017 |
Walden International Equity Fund |
Fund Summary |
Investment Goals
The Walden International Equity Fund seeks long-term capital growth through an actively managed portfolio of equities of international 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 International 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(1) |
|
1.11 |
% |
Total Annual Fund Operating Expenses |
|
1.86 |
% |
Fee Waiver and/or Expense Reimbursement(2) |
|
(0.71 |
)% |
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement |
|
1.15 |
% |
(1) Other expenses are based on estimated amounts for the Funds first fiscal period.
(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 1.15% of its average daily net assets through May 1, 2018 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, 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 and expenses reimbursed within three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. 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.
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 Funds 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 |
|
||||
$ |
117 |
|
$ |
516 |
|
$ |
940 |
|
$ |
2,122 |
|
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 Funds performance. For the fiscal period April 1, 2016 through December 31, 2016, the Funds portfolio turnover rate was 4.90% of the average value of its portfolio.
Principal Investment Strategies
The Fund invests primarily in a diversified portfolio of equity securities of large and middle capitalization companies located in developed countries. Under normal market conditions, the Fund will invest a majority of its assets in non-U.S. securities. The Fund expects to purchase securities of companies whose market capitalization at the time of purchase are encompassed by the range of an index which is a proxy for the international developed markets. Market capitalization ranges may vary from country to country. As of December 31, 2016, the range of the MSCI World ex-USA Index would encompass firms with market capitalizations from $1.2 billion to $230.7 billion. The Fund is broadly diversified across countries, economic sectors, and currencies. Under normal circumstances, at least 80% of the Funds assets will be invested in equity securities, including ordinary shares (also known as common stocks). 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 Walden International Equity Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in investment selection and portfolio management. In selecting stocks, Walden Asset Management (Walden), a division of the Adviser, favors investment in companies it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. Proxy voting policies and practices reflect ESG considerations as a means to strengthen portfolio company ESG performance and accountability. Shareholder engagement may also be utilized.
Walden researches, evaluates and seeks to promote corporate responsibility in five areas: products and services; workplace conditions; community impact; environmental impact; and corporate governance. In each of the five areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate better practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.
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 Funds 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 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 Funds shares, can fluctuate at times dramatically.
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.
Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse political, regulatory, social and economic developments and differing auditing and legal standards.
Currency Risk: A decline in the value of a foreign currency versus the U.S. dollar reduces the value in U.S. dollars of investments denominated in that foreign currency and can result in a loss to the Fund.
Management Risk: The ability of the Fund to meet its investment objective is directly related to the allocation of the Funds assets. The Adviser may allocate the Funds investments so as to under-emphasize or over-emphasize investments under the wrong market conditions, in which case the Funds value may be adversely affected.
ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, therefore, the Fund may forgo some market opportunities available to funds that do not use these criteria.
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 Funds performance from year to year and by showing how the Funds average annual total returns over time compare with those of a broad measure of market performance. Of course, the Funds 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.waldenassetmgmt.com or by calling 1-800-282-8782, extension 7050.
Average Total Returns (Years ended December 31)
Best quarter: |
|
Worst quarter: |
3Q 2016 |
|
4Q 2016 |
4.37% |
|
(2.97)% |
For the period January 1, 2017 through March 31, 2017, the aggregate (non-annualized) total return for the Fund was 6.21%.
|
|
|
|
Since |
|
Average Annual Total Returns |
|
|
|
Inception |
|
(as of December 31, 2016) |
|
1 Year |
|
(6/9/15) |
|
Walden International Equity Fund |
|
|
|
|
|
Before Taxes |
|
0.52 |
% |
(2.91 |
)% |
After Taxes on Distributions |
|
0.09 |
% |
(3.23 |
)% |
After Taxes on Distributions and Sale of Fund Shares |
|
0.64 |
% |
(2.21 |
)% |
MSCI World ex-USA Index (net) (reflects deduction for withholding taxes) |
|
2.75 |
% |
(3.50 |
)% |
Russell Developed ex-US Large Cap Index (net) (reflects deduction for withholding taxes) |
|
2.42 |
% |
(3.52 |
)% |
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 shareholders 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. |
Lead Portfolio Manager: |
William Apfel, CFA, Since 2015 |
Portfolio Managers: |
Nathaniel J. Riley, CFA, Since 2017 |
|
David A. Sandell, CFA, Since 2017 |
Buying and Selling Fund Shares
Minimum Initial Investment: |
|
$ |
1,000,000 |
|
Minimum Additional Investment: |
|
$ |
1,000 |
|
To Place Orders:
Boston Trust & Walden 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, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108), or by telephone (1-800-282-8782, ext 7050). You can pay for shares by check or wire transfer.
Dividends, Capital Gains and Taxes
The Funds 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 Payments to Broker-Dealers and Other Financial Intermediaries
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 intermediarys web site for more information.
More About Investment Objectives, Strategies And Risks
INVESTMENT OBJECTIVES AND STRATEGIES
A hallmark of the Advisers investment approach, applicable to all Boston Trust and Walden Funds, is the emphasis on high quality securities, profitability and sustainability. The Adviser believes that ESG factors are an appropriate and material part of a comprehensive analysis of long term investment prospects.
Boston Trust Asset Management Fund
Investment Objective
The Boston Trust Asset Management Fund seeks long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.
Policies and Strategies
Consistent with the Funds investment objective, the Fund:
· maintains an actively managed portfolio of stocks, bonds and money market instruments
· will generally invest at least 20% of its assets in each category: (i) fixed-income securities and (ii) domestic and foreign equity securities.
· will invest in one or more of the following types of equity securities: common stocks, 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, money market funds, cash and accrued income
· 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 a portion of its assets in fixed-income securities that are considered non-investment grade, such as those rated BB or lower by Standard & Poors
· 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 in preferred stocks, securities convertible or exchangeable into common stocks, and warrants
· may invest in taxable municipal bonds
· may invest in multilateral agencies
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
Boston Trust Equity Fund
Investment Objective
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 Funds investment objective, the Fund:
· will invest primarily (at least 80% of its assets) in domestic equity securities under normal circumstances
· will invest in one or more of the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
Boston Trust Midcap Fund
Investment Objective
The Boston Trust Midcap Fund seeks long-term capital growth through an actively managed portfolio of stocks of middle capitalization (midcap) companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of equity securities of domestic 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 December 31, 2016, the market capitalization range of the Russell Midcap ® Index was between $239.0 million and $57.5 billion.
Consistent with the Funds 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
· will invest in one or more of the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks, and warrants.
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
Boston Trust SMID Cap Fund
Investment Objective
The Boston Trust SMID Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small and middle (smid) capitalization companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of domestic small and mid cap companies. For these purposes, the Adviser defines small and mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 ® Index at the time of purchase. As of December 31, 2016, the market capitalization range of the Russell 2500 ® Index was between $239.0 million and $57.5 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at the time of purchase. The Fund also may invest in foreign securities.
Consistent with the Funds investment objective, the Fund:
· invests in domestic equity securities of small and mid cap companies
· will invest in the following types of equity securities: common stocks, and any rights to purchase common stocks.
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks, and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
See the section entitled Investment Process for the Boston Trust SMID Cap and Walden SMID Cap Funds.
Boston Trust Small Cap Fund
Investment Objective
The Boston Trust Small Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization (small cap) companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of domestic 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 December 31, 2016, the market capitalization range of the Russell 2000 ® Index was between $21.0 million and $15.1 billion.
Consistent with the Funds investment objective, the Fund:
· invests in domestic equity securities of small cap companies
· will invest in one or more of the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
See the section entitled Investment Process for the Boston Trust Small Cap and Walden Small Cap Funds.
Walden Asset Management Fund
Investment Objective
The Walden Asset Management Fund seeks long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.
Policies and Strategies
Consistent with the Funds investment objective, the Fund:
· maintains an actively managed portfolio of stocks, bonds and money market instruments
· will invest at least 20% of its assets in each category: (i) fixed-income securities and (ii) domestic and foreign equity securities.
· will invest in one or more of the following types of equity securities: common stocks, 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, money market funds, cash and accrued income
· 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 a portion of its assets in fixed-income securities that are considered non-investment grade, such as those rated BB or lower by Standard & Poors
· 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 in preferred stocks, securities convertible or exchangeable into common stocks and warrants
· 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
· may invest in taxable municipal bonds
· may invest in multilateral strategies
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
Walden Equity Fund
Investment Objective
The Walden Equity Fund seeks long-term growth of capital through an actively managed portfolio of stocks.
Policies and Strategies
Consistent with the Funds investment objective, the Fund:
· will invest primarily (at least 80% of its assets) in domestic equity securities under normal circumstances
· will invest in one or more of the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
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 Funds investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of equity securities of domestic 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 December 31, 2016, the market capitalization range of the Russell Midcap ® Index was between $239.0 million and $57.5 billion.
Consistent with the Funds investment objective, the Fund:
· invests substantially all, but in no event less then 80%, of its assets in domestic equity securities of midcap companies under normal circumstances
· will invest in one or more of the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
Walden SMID Cap Fund
Investment Objective
The Walden SMID Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small and middle (smid) capitalization companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of domestic small and mid cap companies. For these purposes, the Adviser defines small and mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 ® Index at the time of purchase. As of December 31, 2016, the market capitalization range of the Russell 2500 ® Index was between $21 million and $18.72 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at time of purchase. The Fund also may invest in foreign securities.
Consistent with the Funds investment objective, the Fund:
· invests in domestic equity securities of small and mid cap companies
· will invest in the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
See the section entitled Investment Process for the Boston Trust SMID Cap and Walden SMID Cap Funds.
Walden Small Cap Fund
Investment Objective
The Walden Small Cap Fund seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of domestic 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 December 31, 2016, the market capitalization range of the Russell 2000 ® Index was between $21.0 million and $15.1 billion.
Consistent with the Funds investment objective, the Fund:
· invests in domestic equity securities of small cap companies
· will invest in the following types of equity securities: common stocks, and any rights to purchase common stocks
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
· may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants
The Adviser seeks to invest in reasonably valued stocks of higher quality companies with sustainable business models. 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 considers reasonably valued stocks to be those for which expected future growth is comparable or favorable to growth rates implied by its valuation. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Fund will also purchase securities that do not meet all criteria, but that the Adviser determines to be suitable to include in the Fund.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys 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 security that it believes offers a better investment opportunity.
See section entitled Investment Process for the Boston Trust Small Cap and Walden Small Cap Funds.
Walden International Equity Fund
Investment Objective
The Walden International Equity Fund seeks long-term capital growth through an actively managed portfolio of equities of international companies.
Policies and Strategies
The Adviser pursues the Funds investment objective by investing primarily in a diversified portfolio of equity securities of companies of large and middle capitalization located in developed countries. The Fund seeks competitive, long-term returns relative to its benchmark; the Adviser believes that the high quality companies in which the Fund seeks to invest should provide the Fund with lower volatility of returns. Consistent with the Funds investment objective, the Fund:
· under normal market conditions, will invest a majority of its assets in non-U.S. securities
· under normal circumstances, will invest at least 80% of its assets in equity securities. Shareholders will be given 60 days advance notice of any change to this policy
· may invest in ordinary shares (also known as common stock)
· will invest in middle capitalization companies. In international markets, capitalization ranges vary by country; as a result, a company that is categorized as a middle capitalization company in one country may be considered a large capitalization company in another country
While not part of its principal investment strategy, the Fund also:
· may invest in one or more of the following types of equity securities: sponsored and unsponsored American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), preferred stocks, securities convertible or exchangeable into common stocks, warrants, and any rights to purchase common stocks. Only those convertible securities that are in the money or immediately convertible to common stock are considered equity securities
· may invest in companies in emerging market countries
· 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 cash, cash equivalents, repurchase agreements and money market funds for liquidity and cash management purposes
· may invest in other investment companies including other investment companies that do not meet ESG guidelines.
· may invest in depository receipts, preferred stock, securities convertible or exchangeable into common stock, warrants and rights to purchase common stock.
The Adviser may sell a security for numerous reasons. A security may be sold due to a change in the companys fundamentals or if the Adviser believes the security is no longer reasonably valued. Investments may also be sold if the Adviser identifies another industry, sector or security that it believes offers a better investment opportunity, or is appropriate in the context of portfolio construction guidelines. Additionally, the Adviser may sell a portfolio holding should it no longer meet the Funds ESG guidelines.
Investment Process for the Boston Trust SMID Cap and Walden SMID Cap Funds
Each Funds investment process focuses on security selection and portfolio construction. The Advisers goal is to construct a diversified portfolio of reasonable valued stocks of higher quality SMID cap companies with sustainable business models.
The Adviser seeks to identify companies that are higher quality in terms of their financial and business characteristics. The Adviser considers higher quality companies to be those judged to have financial stability, effective capital management and financial statements that reflect economic success. The Adviser uses qualitative and quantitative consideration.
Security Selection:
The Adviser uses a quantitative assessment to narrow the universe of U.S. stocks with market capitalizations representative of the SMID cap market, to a high quality opportunity subset. The quantitative assessment seeks to identify companies that exhibit above average financial quality relative to sector peers over market cycles in terms of profitability and cash generation, stability, balance sheet sustainability, growth, and earnings quality.
Stocks in the high quality opportunity set undergo a comprehensive qualitative assessment by the Adviser that focuses on affirming financial quality, evaluating the companys business model sustainability, and assessing valuation.
Quality The Adviser examines and reconciles a companys financial statements with a focus on strong and stable returns on capital, cash flow generation, effective and disciplined capital management, prudent capital structure, and determines whether financial statements reflect economic reality.
Business Model Sustainability The Adviser seeks to identify companies with sustainable business models, including a mechanism to sustain success into the future. The Adviser favors market leaders with a distinct product or service and a strong competitive position. The Adviser also assesses the materiality of environmental, social, and governance factors.
V aluation The Adviser seeks to identify a more reasonably valued subset of stocks from the high quality opportunity set utilizing a set of proprietary quantitative tools and qualitative judgment to evaluate a stocks current valuation relative to its fundamentals, history, peers, and prospects. The Adviser seeks to avoid companies that cannot be reasonably expected to grow at the rate of growth implied by their current stock price.
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 Funds generally maintain economic sector weights comparable to those of the SMID cap Russell 2500® Index.
· Each Fund will generally hold between 85 and 125 positions. The Adviser will generally trim portfolio holding weights as they exceed 3% of a Funds 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 for the trailing twelve months.
· 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 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 Funds cash position to be higher or lower
Please see the Section entitled The Walden Funds - Environmental, Social & Governance Guidelines.
Investment Process for the Boston Trust Small Cap and Walden Small Cap Funds
Each Funds investment process focuses on security selection and portfolio construction. The Advisers goal is to construct a diversified portfolio of reasonably valued stocks of higher quality, small cap companies with sustainable business models.
The Adviser seeks to identify companies that are higher quality in terms of their financial and business characteristics. The Adviser considers higher quality companies to be those judged to have financial stability, effective capital management and financial statements that reflect economic success. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration.
Security Selection:
The Adviser uses a quantitative assessment to narrow the universe of U.S. stocks with market capitalizations representative of the small cap market, to a high quality opportunity subset. The quantitative assessment seeks to identify companies that exhibit above average financial quality relative to sector peers over market cycles in terms of profitability and cash generation, stability, balance sheet sustainability, growth, and earnings quality.
Stocks in the high quality opportunity set undergo a comprehensive qualitative assessment by the Adviser that focuses on affirming financial quality, evaluating the companys business model sustainability, and assessing valuation.
Quality The Adviser examines and reconciles a companys financial statements with a focus on strong and stable returns on capital, cash flow generation, effective and disciplined capital management, prudent capital structure, and determines whether financial statements reflect economic reality.
Business Model Sustainability The Adviser seeks to identify companies with sustainable business models, including a mechanism to sustain success into the future. The Adviser favors market leaders with a distinct product or service and a strong competitive position. The Adviser also assesses the materiality of environmental, social, and governance factors.
V aluation The Adviser seeks to identify a more reasonably valued subset of stocks from the high quality opportunity set utilizing a set of proprietary quantitative tools and qualitative judgment to evaluate a stocks current valuation relative to its fundamentals, history, peers, and prospects. The Adviser seeks to avoid companies that cannot be reasonably expected to grow at the rate of growth implied by their current stock price.
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 Funds generally maintain economic sector weights comparable to those of the small cap Russell 2000® Index.
· Each Fund will generally hold between 85 and 125 positions. The Adviser will generally trim portfolio holding weights as they exceed 3% of a Funds 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 for the trailing twelve months.
· 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 Funds cash position to be higher or lower.
Please see the Section entitled The Walden Funds - Environmental, Social & Governance Guidelines.
Investment Process for Walden International Equity Fund
The Funds investment process focuses on security selection and portfolio construction. Drawing from a universe of international developed markets, the Adviser will invest in a diversified set of companies that are viewed as higher quality and meet the Funds ESG and portfolio construction guidelines.
Security Selection
Security selection is guided by a dual focus on quality and ESG guidelines:
Quality The Adviser seeks to identify and invest in companies that exhibit higher quality business and financial characteristics. The Adviser considers higher quality companies to be those judged to have financial stability, effective capital management, and financial statements that reflect economic success. The Adviser uses qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. Using both quantitative and qualitative assessments, the Adviser seeks to highlight firms for investment primarily on the basis of business stability, profitability, balance sheet sustainability, accounting practices, and growth opportunities. The goal is to identify companies that exhibit a quality profile judged by the Adviser to be desirable relative to the universe and each companys sector and country peers.
Environmental, Social & Governance Guidelines The Walden International Equity Fund incorporates environmental, social and governance (ESG) guidelines in connection with the selection and management of portfolio holdings. Walden votes proxies consistent with the objectives of the Fund, and may also pursue other shareholder engagement strategies.
Please see the Section entitled The Walden Funds - Environmental, Social & Governance Guidelines.
Portfolio Construction
The portfolio construction process seeks to adhere to the following guidelines:
· The Funds primary consideration is investing in higher quality companies that meet Waldens established environmental, social, and governance (ESG) guidelines.
· The Funds investments, in aggregate, possess portfolio characteristics (e.g. earnings variability, profitability, financial leverage, growth, etc.) the Adviser judges to be superior to those of international developed markets.
· The Fund is broadly diversified across economic sectors, countries, and currencies with weightings generally comparable to those of the international developed markets.
· The Funds holdings, in aggregate, will have valuation characteristics that are, in the Advisers judgment, comparable or better than those of an international developed market proxy.
· The Fund will generally hold between 100 and 150 securities.
· The 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 Funds cash position to be higher or lower.
The Funds sell discipline is driven by portfolio construction guidelines and a number of other factors, including deterioration in fundamentals, quality, or ESG performance, and valuation.
TEMPORARY DEFENSIVE POSITION
In the event that the Adviser determines that market conditions are not suitable for a Funds typical investments, the Adviser may, for temporary defensive purposes during such unusual market conditions, invest all or any portion of a Funds assets in money market instruments. In such a situations, a Fund may not achieve its stated investment objective.
INvESTMENT RISkS
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 some or all of 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds 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 Funds investments decreases. Given the historically low interest rate environment, risks associated with rising interest rates are heightened. Securities with greater interest rate sensitivity, and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value.
· Credit Risk: Credit risk refers to the risk related to the credit quality of the issuer of a security held in a Funds portfolio. The Funds could lose money if the issuer of a security is unable to meet its financial obligations or the markets perception of the issuer not being able to meet those increases.
· Midcap Company 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. The size of middle capitalization companies varies by country.
· Small Cap Company 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 Company 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 Advisers judgments about the attractiveness, value and potential appreciation of a particular asset class or individual security in which the Fund invests may prove to be incorrect and there is no guarantee that the Advisers judgment will produce the desired results.
· Foreign 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, regulatory, 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 Funds performance to fluctuate more than if it held only U.S. securities. The Funds investments in foreign securities may also be subject to foreign withholding and/or other taxes, which would decrease the Funds yield on those securities.
· Government Risk: The U.S. governments 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.
· Currency Risk: The value of foreign currencies relative to the U.S. dollar fluctuates in response to market, economic, political, regulatory, geopolitical or other conditions. There is the risk that the value of such assets and/or the value of any distributions from such assets may decrease if the currency in which such assets are priced or in which they make distributions falls in relation to the value of the U.S. dollar. Some emerging markets countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. The Fund is not required to hedge its foreign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent the Fund does not hedge its foreign currency risk, or the hedges are ineffective, the value of the Funds assets and income could be adversely affected by currency exchange rate movements.
· ESG Criteria Risk: Because the Funds criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.
The Funds may invest in particular types of securities enough though such investments are not part of its principal investment strategy. The risks of investing in these securities include:
· Emerging Market Investment Risk: The risks associated with foreign securities are magnified in emerging markets, which may be more volatile and less liquid than developed countries. Emerging markets may face greater social, economic, regulatory and political uncertainties. The Funds investments in emerging market securities may also be subject to foreign withholding and/ or other taxes, which would decrease the Funds yield on those securities.
· Depositary Receipt Risk: The Fund may invest in sponsored and unsponsored American Depositary Receipts (ADRs), Global Depositary Receipts (GDRs) and European Depositary Receipts (EDRs), which are receipts issued by a bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. The underlying shares of depositary receipts are held in trust by a custodian bank or similar financial institution in the issuers home country. Depositary receipts are alternatives to directly purchasing the underlying foreign securities in their national markets and currencies. A sponsoring company provides financial information to the bank and may subsidize administration of the ADR, EDR or GDR. Unsponsored ADRs, EDRs and GDRs may be created by a broker-dealer or depository bank without the participation of the foreign issuer. Holders of these unsponsored depositary receipts generally bear all the costs of the ADR, EDR or GDR facility, whereas foreign issuers typically bear certain costs in a sponsored depositary receipt. The bank or trust company depositary of an unsponsored depositary receipt may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. Unsponsored depositary receipts may carry more risk than sponsored depositary receipts 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, EDRs and GDRs.
· 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 Funds direct fees and expenses.
· Junk Bond Risk. (The Boston Asset Management Fund and the Walden Asset Management 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 issuers 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. Based on various measures such as dealer inventories and average trade size, the high yield market has become less liquid at the same time as it has grown and has become more concentrated in the largest investors. During future periods of market stress, liquidity conditions in the high yield market may be worse than prior periods of market stress.
· 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.
· Preferred Stock Risk. The Funds may invest in preferred stocks. The value of preferred stocks will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of preferred stock. Preferred stocks are also subject to credit risk, which is the possibility that an issuer of preferred stock will fail to make its dividend payments. Preferred stock prices tend to move more slowly upwards than common stock prices.
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 Funds 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 Fund, Walden Small Cap Fund and Walden International Equity Fund (the Walden Funds) incorporate 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 engagement, 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. Walden may pursue shareholder engagement to encourage companies held in the Funds to strengthen ESG performance, transparency and accountability.
Walden researches, evaluates and seeks to promote more sustainable ESG policies and practices in five areas: products and services, workplace conditions, community impact, environmental impact, and corporate governance. In doing so, Walden recognizes 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. 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 Advisers 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 whose primary business activities are, on balance, inherently harmful to society or the natural environment. 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, employment, facility siting 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 engagement strategies to encourage more sustainable business policies and practices, and increased transparency. 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 as a Fund decides whether to hold or sell the company. Waldens shareholder engagement strategies include:
· 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 transparency and reporting on climate change, corporate responsibility, and governance reforms that increase director accountability.
· Dialogue with Companies: Walden often initiates or participates in dialogues with management of companies held by the Walden Funds. Through telephone calls, written communication, and meetings with executives, the Walden Funds press portfolio companies to address issues of concern.
· Shareholder Resolutions: Walden may address ESG concerns 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, Walden has used the proxy resolution process to improve corporate policies and practices on issues such as: board composition and structure (gender and racial diversity, independent oversight, or annual election of directors); executive compensation; political spending and lobbying; transparency; climate change; energy exploration and production; diversity disclosure and nondiscrimination policies; supply chain 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. However, due to varying country requirements and logistical considerations, Walden does not anticipate filing many shareholder resolutions at non-U.S. based companies.
· 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, as U.S. financial services industry reform was a major public policy focus, Walden helped lead a successful investor campaign calling for Say on Pay as a means to increase corporate accountability on executive compensation. In 2013, Walden supported the Environmental Protection Agencys proposed Carbon Pollution Standard for New Power Plants and also encouraged reduction in carbon pollution from existing power plants.
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.
Shareholder Information
PRICING OF FUND SHARES
How NA v 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 Funds 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
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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 Years 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 days 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 Funds 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 Advisers 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 Funds assets at their fair value according to policies approved and periodically reviewed by the Funds 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 Funds 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. Foreign markets in which a Fund buys securities may be open on days the U.S. markets are closed, causing the funds NAV to change even though the Fund is closed. In addition, securities trading on foreign markets present time zone arbitrage opportunities when events effecting portfolio security values occur after the close of the foreign market, but prior to the close of the U.S. market. Fair valuation of a Funds 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 Funds 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 good order before 4:00 p.m. Eastern Time. These orders will be priced based on the Funds 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 Years 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 each Fund, except the Boston Trust SMID Cap Fund and the Walden International Equity Fund, is $100,000. The minimum initial investment in the Boston Trust SMID Cap Fund and the Walden International Equity Fund is $1,000,000. Subsequent investments in all Funds 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, travelers 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 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 fees or 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
Each Fund, other than the Boston Trust SMID Cap Fund, has adopted a plan under which it may enter into a Shareholder Services Agreement pursuant to which the 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 Fund 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.
Foreign Investors
Each Fund will only accept new account applications and additional purchases of Fund shares from an established shareholder account that (1) reflects a residential address for an individual (or the principal place of business for an entity) located within the U.S. or its territories; or (2) reflects a U.S. military address; and (3) in every case, is associated with a valid U.S. taxpayer identification number.
Through Investment Representatives
You may purchase shares of a Fund through an investment representative, such a broker-dealer, bank or other financial institution that purchases shares for its customers. To purchase shares, contact your investment representative. Your investment representative may charge a transaction fee to purchase shares.
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 SMID Cap Fund, Boston Trust Small Cap Fund, Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Fund, Walden Small Cap Fund or Walden International Equity Fund as applicable.
3. Mail to: Boston Trust & Walden 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 and the Transfer Agent reserve the right to require signature guarantees for the non-financial transactions. The Funds accept 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 the shareholders name
· 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 redemption request that is in good 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.
Through Investment Representatives
You may redeem shares of a Fund through an investment representative. Contact your investment representative for their requirements and procedure. Your investment representative may charge a transaction fee to redeem shares.
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 & Walden 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 & Walden 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.
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 Funds make every effort to insure that telephone redemptions are only made by authorized shareholders. 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.
Redemptions 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 Funds 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. If you receive securities when redeeming your account, the securities will be subject to market fluctuation and you may incur tax and brokerage charges if the securities are sold.
Closing of Small Accounts
If your account value falls below $50,000 ($500,000 for the Walden International Equity Fund) due to redemption activity, the Fund may ask you to increase your balance. If it is still below $50,000 ($500,000 for the Walden International Equity Fund) 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.
EXCHANGING 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 & Walden 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 everyones 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 generally 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.
Individual taxpayers are subject to a maximum federal income tax rate of 20% 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 federal income tax rate of 20%; (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 Funds 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.
The Fund may be subject to foreign taxes or tax withholding on dividends, interest, and some capital gains from foreign holdings. You, as a shareholder, may qualify for a deduction or offsetting credit under U.S. tax law for your portion of the Funds foreign tax obligation provided you meet certain conditions as required by the Internal Revenue Service.
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 20%. 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 current amount is 28% of any distributions or proceeds paid. You should be aware that a Fund may be fined 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.
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 Funds 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 period ended December 31, 2016.
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, except the Boston Trust SMID Cap Fund and the Walden International Equity Fund, to 1.00% of its average daily net assets. The Adviser has contractually agreed to reduce the amount of advisory fees it receives from the Boston Trust SMID Cap Fund and the Walden International Equity Fund, and/or reimburse the Boston Trust SMID Cap Fund and the Walden International Equity Fund, to the extent necessary to limit Total Fund Operations Expenses of the Boston Trust SMID Cap Fund to 0.75% of its average daily net assets and the Walden International Equity Fund to 1.15% of its average daily net assets. The Funds agreement is effective through May 1, 2018 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 Funds Total Fund Operating Expenses to exceed 1.00%, or in the case of the Boston Trust SMID Cap Fund 0.75% and the Walden International Equity Fund 1.15%, of its average daily net assets and the repayment is made within three fiscal years following the fiscal year in which the expenses occurred.
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 each Fund, is provided in the Funds Annual Report to Shareholders for the fiscal period ended December 31, 2016.
ESG Research and Shareholder Engagement
Walden, an affiliate of the Adviser, performs ESG research and shareholder engagement, 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, Walden SMID Cap Fund, the Walden Small Cap Fund and the Walden International Equity Fund. Walden uses an in-house research and engagement team to implement these Funds socially responsive investment criteria and shareholder engagement initiatives. Since 1975, Walden has been a leader in socially responsive investing.
Portfolio Managers
The following individuals serve as portfolio managers for the Funds and are primarily responsible for the day-to-day management of each Funds portfolio:
Boston Trust Asset Management Fund and Boston Trust Equity Fund:
Domenic Colasacco, CFA |
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Mr. Colasacco is a portfolio manager of the Adviser. He is also chairman of the Advisers parent company, Boston Trust & Investment Management Company. He earned B.S. and M.B.A. degrees from Babson College. He holds the Chartered Financial Analyst ® designation, and is a member of the CFA Society Boston and the CFA Institute. |
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Walden Asset Management Fund, Walden Equity Fund and Walden International Equity Fund:
William H. Apfel, CFA |
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Mr. Apfel, a portfolio manager at the Adviser, serves as chief investment officer at the Advisers 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. Mr. Apfel is a holder of the Chartered Financial Analyst (CFA) designation and a member of the Boston Security Analysts Society. |
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Boston Trust Midcap Fund and Walden Midcap Fund:
Stephen Amyouny, CFA |
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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 is director of equity research for Boston Trust & Investment Management Company. 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. |
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Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Walden SMID Cap Fund and Walden Small Cap Fund:
Kenneth Scott, CFA |
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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. |
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Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Boston Trust Midcap Fund, Walden Small Cap Fund, Walden SMID Cap Fund, Walden Midcap Fund:
Belinda Cavazos, CFA |
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Ms. Cavazos is a Portfolio Manager of the Adviser. She joined the Advisers parent company, Boston Trust & Investment Management Company, in 2013. She earned a BA from Yale University and an MBA from the Stanford Graduate School of Business. She holds the Chartered Financial Analyst ® designation, and is a member of the CFA Society Boston and the CFA Institute. |
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Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Boston Trust Midcap Fund, Walden Small Cap Fund, Walden SMID Cap Fund, Walden Midcap Fund:
Richard Q. Williams, CFA |
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Mr. Williams is a Portfolio Manager of the Adviser. He joined the Advisers parent company, Boston Trust & Investment Management Company, in 2013. He earned a BA from Williams College, an MSc from the London School of Economics, and an MBA from the Tuck School of Business at Dartmouth. He holds the Chartered Financial Analyst ® designation, and is a member of the CFA Society Boston and the CFA Institute. |
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Walden International Equity Fund:
Nathaniel J. Riley, CFA |
|
Mr. Riley is a Portfolio Manager of the Adviser. He joined the Advisers parent company, Boston Trust & Investment Management Company, in 2010. He earned a BA from Dartmouth College and an MBA from the University of Chicago Booth School of Business. He holds the Chartered Financial Analyst ® designation, and is a member of the CFA Society Boston and the CFA Institute. |
|
|
|
Walden International Equity Fund:
David A. Sandell, CFA |
|
Mr. Sandell is a Portfolio Manager of the Adviser. He joined the Advisers parent company, Boston Trust & Investment Management Company, in 2013. He earned a BA from Washington University in St. Louis. He holds the Chartered Financial Analyst ® designation, and is a member of the CFA Society Boston and the CFA Institute. |
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, LLC, Three Canal Plaza, Suite 100, Portland, Maine 04101, is the Funds distributor and Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, OH 43219 is the Funds administrator.
Cybersecurity Risk
The computer systems, networks and devices used by the Funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Funds and their service providers, systems, networks, or devices potentially can be breached. The Funds and their shareholders could be negatively impacted as a result of a cybersecurity breach.
Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Funds business operations, potentially resulting in financial losses; interference with the Funds ability to calculate their NAV; impediments to trading; the inability of the Funds, the Advisor, and other service providers to transact business; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs; as well as the inadvertent release of confidential information.
Similar adverse consequences could result from cybersecurity breaches affecting issuers of securities in which the Funds invest; counterparties with which the Funds engage in transactions; governmental and other regulatory authorities; exchange and other financial market operators, banks, brokers, dealers, insurance companies, and other financial institutions (including financial intermediaries and service providers for the Funds shareholders); and other parties. In addition, substantial costs may be incurred by these entities in order to prevent any cybersecurity breaches in the future.
Financial Highlights
The financial highlights table is intended to help you understand each Funds 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 has been audited by Cohen & Company, Ltd., an independent registered public accounting firm, whose report, along with each Funds financial statements, are included in the annual report of the Funds, which is available upon request.
Boston Trust Asset Management Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
40.92 |
|
$ |
41.80 |
|
$ |
40.03 |
|
$ |
36.08 |
|
$ |
33.71 |
|
$ |
31.56 |
|
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.35 |
|
0.55 |
|
0.50 |
|
0.44 |
|
0.51 |
|
0.43 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
2.18 |
|
0.92 |
|
2.77 |
|
4.28 |
|
2.41 |
|
2.17 |
|
||||||
Total from investment activities |
|
2.53 |
|
1.47 |
|
3.27 |
|
4.72 |
|
2.92 |
|
2.60 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.46 |
) |
(0.57 |
) |
(0.47 |
) |
(0.44 |
) |
(0.51 |
) |
(0.45 |
) |
||||||
Net realized gains from investments |
|
(1.66 |
) |
(1.78 |
) |
(1.03 |
) |
(0.33 |
) |
(0.04 |
) |
|
|
||||||
Total dividends |
|
(2.12 |
) |
(2.35 |
) |
(1.50 |
) |
(0.77 |
) |
(0.55 |
) |
(0.45 |
) |
||||||
Net Asset value, End of Period |
|
$ |
41.33 |
|
$ |
40.92 |
|
$ |
41.80 |
|
$ |
40.03 |
|
$ |
36.08 |
|
$ |
33.71 |
|
Total Return |
|
6.19 |
%(a) |
3.65 |
% |
8.21 |
% |
13.13 |
% |
8.77 |
% |
8.36 |
% |
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
403,969 |
|
$ |
354,405 |
|
$ |
353,851 |
|
$ |
340,963 |
|
$ |
288,673 |
|
$ |
257,031 |
|
Ratio of net expenses to average net assets |
|
0.95 |
%(b) |
0.94 |
% |
0.92 |
% |
0.92 |
% |
0.96 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.15 |
%(b) |
1.32 |
% |
1.19 |
% |
1.17 |
% |
1.51 |
% |
1.40 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets |
|
0.95 |
%(b) |
0.94 |
% |
0.93 |
% |
0.93 |
% |
0.96 |
% |
1.07 |
% |
||||||
Portfolio turnover rate |
|
8.42 |
%(a) |
11.64 |
% |
17.74 |
% |
8.94 |
% |
7.43 |
% |
18.70 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
Boston Trust Equity Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
19.70 |
|
$ |
20.66 |
|
$ |
19.67 |
|
$ |
16.85 |
|
$ |
15.54 |
|
$ |
14.46 |
|
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.16 |
|
0.23 |
|
0.19 |
|
0.19 |
|
0.20 |
|
0.13 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
1.58 |
|
0.27 |
|
1.38 |
|
2.81 |
|
1.30 |
|
1.08 |
|
||||||
Total from investment activities |
|
1.74 |
|
0.50 |
|
1.57 |
|
3.00 |
|
1.50 |
|
1.21 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.20 |
) |
(0.24 |
) |
(0.19 |
) |
(0.18 |
) |
(0.19 |
) |
(0.13 |
) |
||||||
Net realized gains from investments |
|
(1.15 |
) |
(1.22 |
) |
(0.39 |
) |
|
|
|
|
|
|
||||||
Total dividends |
|
(1.35 |
) |
(1.46 |
) |
(0.58 |
) |
(0.18 |
) |
(0.19 |
) |
(0.13 |
) |
||||||
Net Asset value, End of Period |
|
$ |
20.09 |
|
$ |
19.70 |
|
$ |
20.66 |
|
$ |
19.67 |
|
$ |
16.85 |
|
$ |
15.54 |
|
Total Return |
|
8.82 |
%(a) |
2.59 |
% |
8.01 |
% |
17.84 |
% |
9.76 |
% |
8.50 |
% |
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
118,824 |
|
$ |
110,831 |
|
$ |
110,664 |
|
$ |
98,408 |
|
$ |
81,154 |
|
$ |
69,574 |
|
Ratio of net expenses to average net assets |
|
0.96 |
%(b) |
0.95 |
% |
0.94 |
% |
0.94 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.01 |
%(b) |
1.14 |
% |
0.96 |
% |
1.05 |
% |
1.28 |
% |
0.96 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
0.96 |
%(b) |
0.96 |
% |
0.95 |
% |
0.96 |
% |
1.01 |
% |
1.07 |
% |
||||||
Portfolio turnover rate |
|
6.65 |
%(a) |
18.04 |
% |
19.49 |
% |
6.29 |
% |
5.69 |
% |
10.80 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Boston Trust Midcap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
15.29 |
|
$ |
16.12 |
|
$ |
15.03 |
|
$ |
13.08 |
|
$ |
12.34 |
|
$ |
11.96 |
|
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.12 |
|
0.09 |
|
0.05 |
|
0.04 |
|
0.08 |
|
0.03 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
1.01 |
|
0.05 |
|
1.82 |
|
2.30 |
|
1.01 |
|
0.78 |
|
||||||
Total from investment activities |
|
1.13 |
|
0.14 |
|
1.87 |
|
2.34 |
|
1.09 |
|
0.81 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.13 |
) |
(0.09 |
) |
(0.05 |
) |
(0.04 |
) |
(0.08 |
) |
(0.03 |
) |
||||||
Net realized gains from investments |
|
(0.95 |
) |
(0.88 |
) |
(0.73 |
) |
(0.35 |
) |
(0.27 |
) |
(0.40 |
) |
||||||
Total dividends |
|
(1.08 |
) |
(0.97 |
) |
(0.78 |
) |
(0.39 |
) |
(0.35 |
) |
(0.43 |
) |
||||||
Net Asset value, End of Period |
|
$ |
15.34 |
|
$ |
15.29 |
|
$ |
16.12 |
|
$ |
15.03 |
|
$ |
13.08 |
|
$ |
12.34 |
|
Total Return |
|
7.29 |
%(a) |
1.07 |
% |
12.65 |
% |
18.02 |
% |
9.20 |
% |
7.24 |
% |
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
50,495 |
|
$ |
47,941 |
|
$ |
47,682 |
|
$ |
41,793 |
|
$ |
34,875 |
|
$ |
29,224 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
0.99 |
%(b) |
0.58 |
% |
0.34 |
% |
0.30 |
% |
0.68 |
% |
0.30 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.02 |
%(b) |
1.03 |
% |
1.02 |
% |
1.01 |
% |
1.08 |
% |
1.19 |
% |
||||||
Portfolio turnover rate |
|
14.53 |
%(a) |
21.02 |
% |
15.76 |
% |
16.09 |
% |
16.44 |
% |
19.01 |
% |
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Boston Trust SMID Cap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
Period
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
12.49 |
|
$ |
13.72 |
|
$ |
13.49 |
|
$ |
12.05 |
|
$ |
11.09 |
|
$ |
10.00 |
|
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.13 |
|
0.06 |
|
0.01 |
|
(0.01 |
) |
0.04 |
|
|
|
||||||
Net realized and unrealized gains (losses) from investment transactions |
|
1.72 |
|
(0.41 |
) |
0.97 |
|
2.40 |
|
1.05 |
|
1.09 |
|
||||||
Total from investment activities |
|
1.85 |
|
(0.35 |
) |
0.98 |
|
2.39 |
|
1.09 |
|
1.09 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.15 |
) |
(0.04 |
) |
|
|
|
|
(0.05 |
) |
|
|
||||||
Net realized gains from investments |
|
(0.71 |
) |
(0.84 |
) |
(0.75 |
) |
(0.95 |
) |
(0.08 |
) |
|
|
||||||
Total dividends |
|
(0.86 |
) |
(0.88 |
) |
(0.75 |
) |
(0.95 |
) |
(0.13 |
) |
|
|
||||||
Net Asset value, End of Period |
|
$ |
13.48 |
|
$ |
12.49 |
|
$ |
13.72 |
|
$ |
13.49 |
|
$ |
12.05 |
|
$ |
11.09 |
|
Total Return |
|
14.67 |
%(a) |
(2.34 |
)% |
7.69 |
% |
20.05 |
% |
10.00 |
% |
10.96 |
%(a) |
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
6,510 |
|
$ |
5,589 |
|
$ |
5,386 |
|
$ |
4,808 |
|
$ |
4,719 |
|
$ |
3,605 |
|
Ratio of net expenses to average net assets |
|
0.75 |
%(b) |
0.79 |
%(d) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
%(b) |
||||||
Ratio of net investment income to average net assets |
|
1.31 |
%(b) |
0.49 |
% |
0.09 |
% |
(0.06 |
)% |
0.37 |
% |
0.03 |
%(b) |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.61 |
%(b) |
1.73 |
% |
1.73 |
% |
1.59 |
% |
2.02 |
% |
2.18 |
%(b) |
||||||
Portfolio turnover rate |
|
22.69 |
%(a) |
50.15 |
% |
33.07 |
% |
35.97 |
% |
33.83 |
% |
12.14 |
%(a) |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
(d) The net expense ratio shown for the period represents the blended ratio of the current expense limit in effect as of June 1, 2015 and the higher expense limit in effect prior to that date.
(e) Commencement of operations on November 30, 2011.
Boston Trust Small Cap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
12.74 |
|
$ |
15.20 |
|
$ |
15.73 |
|
$ |
14.25 |
|
$ |
13.24 |
|
$ |
14.00 |
|
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.12 |
|
0.06 |
|
0.03 |
|
|
|
0.05 |
|
0.01 |
|
||||||
Net realized and unrealized gains (losses) from investment transactions |
|
1.92 |
|
(0.25 |
) |
0.51 |
|
2.66 |
|
1.43 |
|
0.20 |
|
||||||
Total from investment activities |
|
2.04 |
|
(0.19 |
) |
0.54 |
|
2.66 |
|
1.48 |
|
0.21 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.14 |
) |
(0.06 |
) |
(0.01 |
) |
|
|
(0.05 |
) |
(0.01 |
) |
||||||
Net realized gains from investments |
|
(0.31 |
) |
(2.21 |
) |
(1.06 |
) |
(1.18 |
) |
(0.42 |
) |
(0.96 |
) |
||||||
Total dividends |
|
(0.45 |
) |
(2.27 |
) |
(1.07 |
) |
(1.18 |
) |
(0.47 |
) |
(0.97 |
) |
||||||
Net Asset value, End of Period |
|
$ |
14.33 |
|
$ |
12.74 |
|
$ |
15.20 |
|
$ |
15.73 |
|
$ |
14.25 |
|
$ |
13.24 |
|
Total Return |
|
15.94 |
%(a) |
(0.52 |
)% |
3.81 |
% |
18.74 |
% |
11.61 |
% |
2.35 |
% |
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
327,593 |
|
$ |
338,656 |
|
$ |
439,681 |
|
$ |
536,292 |
|
$ |
502,789 |
|
$ |
328,009 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.21 |
%(b) |
0.44 |
% |
0.17 |
% |
0.02 |
% |
0.38 |
% |
0.05 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.06 |
%(b) |
1.08 |
% |
1.05 |
% |
1.07 |
% |
0.99 |
% |
1.09 |
% |
||||||
Portfolio turnover rate |
|
51.92 |
%(a) |
37.42 |
% |
28.62 |
% |
34.50 |
% |
33.34 |
% |
30.99 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Walden Asset Management Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, Beginning of Period |
|
$ |
15.32 |
|
$ |
15.96 |
|
$ |
15.17 |
|
$ |
13.53 |
|
$ |
12.82 |
|
$ |
12.07 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.13 |
|
0.20 |
|
0.17 |
|
0.13 |
|
0.15 |
|
0.12 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
0.77 |
|
0.27 |
|
0.89 |
|
1.72 |
|
0.71 |
|
0.75 |
|
||||||
Total from investment activities |
|
0.90 |
|
0.47 |
|
1.06 |
|
1.85 |
|
0.86 |
|
0.87 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.17 |
) |
(0.21 |
) |
(0.16 |
) |
(0.13 |
) |
(0.15 |
) |
(0.12 |
) |
||||||
Net realized gains from investments |
|
(0.31 |
) |
(0.90 |
) |
(0.11 |
) |
(0.08 |
) |
|
|
|
|
||||||
Total dividends |
|
(0.48 |
) |
(1.1 1 |
) |
(0.27 |
) |
(0.21 |
) |
(0.15 |
) |
(0.12 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, End of Period |
|
$ |
15.74 |
|
$ |
15.32 |
|
$ |
15.96 |
|
$ |
15.17 |
|
$ |
13.53 |
|
$ |
12.82 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Return |
|
5.87 |
%(a) |
3.10 |
% |
7.00 |
% |
13.73 |
% |
6.83 |
% |
7.35 |
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000s) |
|
$ |
101,126 |
|
$ |
86,891 |
|
$ |
84,499 |
|
$ |
79,168 |
|
$ |
64,728 |
|
$ |
57,080 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.13 |
%(b) |
1.29 |
% |
1.06 |
% |
0.95 |
% |
1.25 |
% |
1.04 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.05 |
%(b) |
1.06 |
% |
1.04 |
% |
1.05 |
% |
1.10 |
% |
1.13 |
% |
||||||
Portfolio turnover rate |
|
10.18 |
%(a) |
15.56 |
% |
21.62 |
% |
6.50 |
% |
15.93 |
% |
24.56 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Walden Equity Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, Beginning of Period |
|
$ |
17.88 |
|
$ |
18.55 |
|
$ |
18.19 |
|
$ |
15.41 |
|
$ |
14.39 |
|
$ |
13.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.14 |
|
0.23 |
|
0.18 |
|
0.16 |
|
0.16 |
|
0.13 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
1.44 |
|
0.29 |
|
1.29 |
|
2.86 |
|
1.01 |
|
1.06 |
|
||||||
Total from investment activities |
|
1.58 |
|
0.52 |
|
1.47 |
|
3.02 |
|
1.17 |
|
1.19 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.18 |
) |
(0.24 |
) |
(0.18 |
) |
(0.15 |
) |
(0.15 |
) |
(0.12 |
) |
||||||
Net realized gains from investments |
|
(0.46 |
) |
(0.95 |
) |
(0.93 |
) |
(0.09 |
) |
|
|
|
|
||||||
Total dividends |
|
(0.64 |
) |
(1.19 |
) |
(1.11 |
) |
(0.24 |
) |
(0.15 |
) |
(0.12 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, End of Period |
|
$ |
18.82 |
|
$ |
17.88 |
|
$ |
18.55 |
|
$ |
18.19 |
|
$ |
15.41 |
|
$ |
14.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Return |
|
8.80 |
%(a) |
2.92 |
% |
8.13 |
% |
19.66 |
% |
8.27 |
% |
9.06 |
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
181,830 |
|
$ |
164,566 |
|
$ |
157,499 |
|
$ |
151,879 |
|
$ |
130,698 |
|
$ |
104,206 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.00 |
%(b) |
1.21 |
% |
0.95 |
% |
0.95 |
% |
1.22 |
% |
0.97 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.09 |
%(b) |
1.10 |
% |
1.09 |
% |
1.08 |
% |
1.14 |
% |
1.09 |
% |
||||||
Portfolio turnover rate |
|
9.94 |
%(a) |
17.78 |
% |
21.31 |
% |
12.33 |
% |
10.34 |
% |
11.06 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Walden Midcap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
Period
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, Beginning of Period |
|
$ |
14.57 |
|
$ |
15.18 |
|
$ |
14.06 |
|
$ |
12.06 |
|
$ |
11.11 |
|
$ |
10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.11 |
|
0.09 |
|
0.05 |
|
0.04 |
|
0.06 |
|
0.02 |
|
||||||
Net realized and unrealized gains from investment transactions |
|
0.97 |
|
0.07 |
|
1.65 |
|
2.08 |
|
0.95 |
|
1.11 |
|
||||||
Total from investment activities |
|
1.08 |
|
0.16 |
|
1.70 |
|
2.12 |
|
1.01 |
|
1.13 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.12 |
) |
(0.08 |
) |
(0.05 |
) |
(0.03 |
) |
(0.06 |
) |
(0.02 |
) |
||||||
Net realized gains from investments |
|
(0.63 |
) |
(0.69 |
) |
(0.53 |
) |
(0.09 |
) |
|
|
|
|
||||||
Total dividends |
|
(0.75 |
) |
(0.77 |
) |
(0.58 |
) |
(0.12 |
) |
(0.06 |
) |
(0.02 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
n et Asset value, End of Period |
|
$ |
14.90 |
|
$ |
14.57 |
|
$ |
15.18 |
|
$ |
14.06 |
|
$ |
12.06 |
|
$ |
11.11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Return |
|
7.36 |
%(a) |
1.27 |
% |
12.25 |
% |
17.65 |
% |
9.12 |
% |
11.33 |
%(a) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
39,059 |
|
$ |
35,543 |
|
$ |
34,959 |
|
$ |
30,577 |
|
$ |
24,390 |
|
$ |
14,213 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
%(b) |
||||||
Ratio of net investment income to average net assets |
|
0.97 |
%(b) |
0.59 |
% |
0.35 |
% |
0.30 |
% |
0.58 |
% |
0.34 |
%(b) |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.04 |
%(b) |
1.07 |
% |
1.04 |
% |
1.04 |
% |
1.23 |
% |
1.34 |
%(b) |
||||||
Portfolio turnover rate |
|
12.59 |
%(a) |
20.10 |
% |
16.06 |
% |
14.86 |
% |
12.32 |
% |
8.43 |
%(a) |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
(d) Commencement of operations on August 1, 2011.
Walden SMID Cap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
Period
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
n et Asset value, Beginning of Period |
|
$ |
13.40 |
|
$ |
14.70 |
|
$ |
13.97 |
|
$ |
12.09 |
|
$ |
10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.12 |
|
0.04 |
|
0.01 |
|
(0.01 |
) |
0.03 |
|
|||||
Net realized and unrealized gains (losses) from investment transactions |
|
1.87 |
|
(0.44 |
) |
1.03 |
|
2.38 |
|
2.09 |
|
|||||
Total from investment activities |
|
1.99 |
|
(0.40 |
) |
1.04 |
|
2.37 |
|
2.12 |
|
|||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
(0.14 |
) |
(0.02 |
) |
(0.01 |
) |
|
|
(0.03 |
) |
|||||
Net realized gains from investments |
|
(0.65 |
) |
(0.88 |
) |
(0.30 |
) |
(0.49 |
) |
|
|
|||||
Total dividends |
|
(0.79 |
) |
(0.90 |
) |
(0.31 |
) |
(0.49 |
) |
(0.03 |
) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
n et Asset value, End of Period |
|
$ |
14.60 |
|
$ |
13.40 |
|
$ |
14.70 |
|
$ |
13.97 |
|
$ |
12.09 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total Return |
|
14.73 |
%(a) |
(2.47 |
)% |
7.60 |
% |
19.68 |
% |
21.28 |
%(a) |
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net assets at end of period (000s) |
|
$ |
38,128 |
|
$ |
32,452 |
|
$ |
28,369 |
|
$ |
25,780 |
|
$ |
20,458 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
%(b) |
|||||
Ratio of net investment income to average net assets |
|
1.12 |
%(b) |
0.30 |
% |
0.08 |
% |
(0.05 |
)% |
0.43 |
%(b) |
|||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.12 |
%(b) |
1.15 |
% |
1.12 |
% |
1.12 |
% |
1.60 |
%(b) |
|||||
Portfolio turnover rate |
|
20.85 |
%(a) |
43.24 |
% |
33.61 |
% |
51.57 |
% |
13.31 |
%(a) |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Walden Small Cap Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the nine
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
For the year
|
|
||||||
Net Asset value, Beginning of Period |
|
$ |
16.45 |
|
$ |
19.66 |
|
$ |
20.43 |
|
$ |
18.48 |
|
$ |
16.92 |
|
$ |
17.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment Activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
0.16 |
|
0.08 |
|
0.04 |
|
0.01 |
|
0.07 |
|
0.01 |
|
||||||
Net realized and unrealized gains (losses) from investment transactions |
|
2.58 |
|
(0.38 |
) |
0.66 |
|
3.42 |
|
1.93 |
|
0.27 |
|
||||||
Total from investment activities |
|
2.74 |
|
(0.30 |
) |
0.70 |
|
3.43 |
|
2.00 |
|
0.28 |
|
||||||
Dividends: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investment income |
|
(0.17 |
) |
(0.07 |
) |
(0.02 |
) |
|
|
(0.07 |
) |
(0.02 |
) |
||||||
Net realized gains from investments |
|
(0.56 |
) |
(2.84 |
) |
(1.45 |
) |
(1.48 |
) |
(0.37 |
) |
(0.98 |
) |
||||||
Total dividends |
|
(0.73 |
) |
(2.91 |
) |
(1.47 |
) |
(1.48 |
) |
(0.44 |
) |
(1.00 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net Asset value, End of Period |
|
$ |
18.46 |
|
$ |
16.45 |
|
$ |
19.66 |
|
$ |
20.43 |
|
$ |
18.48 |
|
$ |
16.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Return |
|
16.57 |
%(a) |
(0.80 |
)% |
3.86 |
% |
18.58 |
% |
12.05 |
% |
2.28 |
% |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net assets at end of period (000s) |
|
$ |
85,199 |
|
$ |
69,754 |
|
$ |
87,740 |
|
$ |
103,791 |
|
$ |
95,233 |
|
$ |
69,544 |
|
Ratio of net expenses to average net assets |
|
1.00 |
%(b) |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
1.00 |
% |
||||||
Ratio of net investment income to average net assets |
|
1.14 |
%(b) |
0.45 |
% |
0.17 |
% |
0.03 |
% |
0.40 |
% |
0.06 |
% |
||||||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(c) |
|
1.06 |
%(b) |
1.06 |
% |
1.01 |
% |
1.05 |
% |
1.09 |
% |
1.15 |
% |
||||||
Portfolio turnover rate |
|
14.71 |
%(a) |
38.05 |
% |
28.74 |
% |
36.60 |
% |
31.98 |
% |
24.62 |
% |
Amounts designated as are $0 or have been rounded to $0.
(a) Not annualized for periods less than one year.
(b) Annualized for periods less than one year.
(c) During the periods ending March 31, 2012 through March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
Walden International Equity Fund
Selected data for a share outstanding throughout the periods indicated.
|
|
For the
|
|
For the period
|
|
||
Net Asset value, Beginning of Period |
|
$ |
9.45 |
|
$ |
10.00 |
|
|
|
|
|
|
|
||
Investment Activities: |
|
|
|
|
|
||
Operations: |
|
|
|
|
|
||
Net investment income |
|
0.12 |
|
0.08 |
|
||
Net realized and unrealized (losses) from investment transactions |
|
(0.06 |
) |
(0.59 |
) |
||
Total from investment activities |
|
0.06 |
|
(0.51 |
) |
||
Dividends: |
|
|
|
|
|
||
Net investment income |
|
(0.17 |
) |
(0.04 |
) |
||
Net realized gains from investments |
|
|
|
|
|
||
Total dividends |
|
(0.17 |
) |
(0.04 |
) |
||
|
|
|
|
|
|
||
Net Asset value, End of Period |
|
$ |
9.34 |
|
$ |
9.45 |
|
|
|
|
|
|
|
||
Total Return |
|
0.62 |
%(b) |
(5.09 |
)%(b) |
||
|
|
|
|
|
|
||
Ratios/Supplemental Data: |
|
|
|
|
|
||
Net assets at end of period (000s) |
|
$ |
14,713 |
|
$ |
12,786 |
|
Ratio of net expenses to average net assets |
|
1.15 |
%(c) |
1.15 |
%(c) |
||
Ratio of net investment income to average net assets |
|
1.87 |
%(c) |
1.22 |
%(c) |
||
Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment advisor) to average net assets(d) |
|
1.86 |
%(c) |
2.21 |
%(c) |
||
Portfolio turnover rate |
|
4.90 |
%(b) |
5.11 |
%(b) |
Amounts designated as are $0 or have been rounded to $0.
(a) Commencement of operations on June 9, 2015.
(b) Not annualized for periods less than one year.
(c) Annualized for periods less than one year.
(d) During the periods ending March 31, 2016 and December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.
For more information about the Funds, the following documents are available without charge upon request:
Annual/Semi-Annual Reports:
Each Funds 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 Funds 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 & Walden 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 SECs 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 Internet:
www.sec.gov
By electronic request:
publicinfo@sec.gov
Investment Company Act File No. 811-06526. |
BTWPU 06/17 |
THE BOSTON TRUST & WALDEN FUNDS
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 FUND (WASMX)
WALDEN SMALL CAP FUND (WASOX)
WALDEN INTERNATIONAL EQUITY FUND (WIEFX)
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2017
This Statement of Additional Information is not a prospectus but should be read in conjunction with the prospectus for Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Fund, Walden Small Cap Fund and Walden International Equity 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 Prospectus. Copies of the Prospectus 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 |
10 |
Portfolio Turnover |
12 |
|
|
NET ASSET VALUE |
12 |
Additional Purchase and Redemption Information |
13 |
|
|
MANAGEMENT OF THE TRUST |
14 |
Trustees and Officers |
17 |
Investment Adviser |
19 |
Portfolio Manager Information |
21 |
Code of Ethics |
22 |
Portfolio Transactions |
22 |
Administrator and Fund Accounting Services |
25 |
Distributor |
27 |
Custodian |
27 |
Transfer Agency Services |
28 |
Independent Registered Public Accounting Firm |
29 |
Legal Counsel |
29 |
|
|
ADDITIONAL INFORMATION |
30 |
Description Of Shares |
30 |
Control Persons & Principal Holders Of Securities |
28 |
Vote Of A Majority Of The Outstanding Shares |
34 |
Additional Tax Information |
34 |
Yields And Total Returns |
37 |
Performance Comparisons |
39 |
Proxy Voting |
40 |
Disclosure of Fund Portfolio Holdings |
40 |
|
|
MISCELLANEOUS |
41 |
|
|
FINANCIAL STATEMENTS |
41 |
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 Trusts 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 eleven series: Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Fund, Walden Small Cap Fund, and Walden International Equity 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 Moodys, 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. 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 (See CURRENCY RISK). 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 issuers financial condition and operations. Foreign branches of U.S. banks and foreign banks are not regulated by U.S. banking authorities and may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks. In addition, foreign banks generally are not bound by accounting, auditing, and financial reporting standards comparable to those applicable to U.S. banks. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on foreign investments as compared to dividends and interest paid to a Fund by domestic companies .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. The settlement periods for foreign securities and instruments are often longer than those for securities or obligations of U.S. issuers or instruments denominated in U.S. dollars. Delayed settlement may affect the liquidity of a Funds holdings. Certain types of securities and other instruments are not traded delivery versus payment in certain markets (e.g., government bonds in Russia) meaning that a Fund may deliver securities or instruments before payment is received from the counterparty. In such markets, the Fund may not receive timely payment for securities or other instruments it has delivered and may be subject to increased risk that the counterparty will fail to make payments when due or default completely. 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 Funds 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.
The Boston Trust Asset Management Fund and the Walden Asset Management Fund each may invest up to 25% of their assets in foreign securities and Walden International Equity Fund may invest a majority of its assets in non-U.S. securities. Each other Fund may invest up to 15% of its assets in foreign securities. Each Fund may invest without regard to the these limitation in securities of foreign issuers which are listed and traded on a domestic national securities exchange.
CURRENCY RISK. Foreign securities may be denominated in foreign currencies, although foreign issuers may also issue securities denominated in U.S. dollars. The value of a Funds investments denominated in foreign currencies and any funds held in foreign currencies will be affected by changes in currency exchange rates, the relative strength of those currencies and the U.S. dollar, and exchange-control regulations. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. The exchange rates between the U.S. dollar and other currencies are determined by the forces of supply and demand in foreign exchange markets. Accordingly, the ability of a Fund that invests in foreign securities as part of its principal investment strategy to achieve its investment objective may depend, to a certain extent, on exchange rate movements. In addition, while the volume of transactions effected on foreign stock exchanges has increased in recent years, in most cases it remains appreciably below that of domestic securities exchanges. Accordingly, a Funds foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities of U.S. companies. In buying and selling securities on foreign exchanges, purchasers normally pay fixed commissions that are generally higher than the negotiated commissions charged in the U.S. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers located in foreign countries than in the U.S.
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 securitys 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 issuers current financial conditions may be better or worse than the rating indicates.
HIGH YIELD SECURITIES. The Funds reserve the right to invest up to 20% of their assets in securities rated lower than BBB- by Standard & Poors Ratings Group (S&P) or lower than Baa3 by Moodys Investors Service, Inc. (Moodys), but rated at least B- by S&P or B3 by Moodys (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 agencys 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 options 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 Funds 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 issuers 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 issuers 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 securitys 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 Funds 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 Funds 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 Funds 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 Funds common shares in an attempt to enhance the current return to such closed-end Funds common shareholders. Each Funds 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.
INTERFUND LENDING. Pursuant to an exemptive order issued by the SEC, each Fund, other than the Boston Trust Small Cap Fund, may directly lend to and borrow money from each other for temporary purposes in accordance with the terms and conditions of the exemptive order. The Funds seek to enter into a master interfund lending agreement (Interfund Lending Agreement) with each other that would permit each Fund to lend money direct to and borrow directly from other Funds through a credit facility for temporary purposes (an Interfund Loan). The proposed credit facility is expected both to reduce the Funds potential borrowing costs and enhance the ability of the lending Funds to earn higher rates of interest on their short-term lendings than would otherwise be available to them.
It is anticipated that the proposed credit facility would provide a borrowing Fund with savings at times when the cash position of the borrowing Fund is insufficient to meet temporary cash requirements. A Fund may also use the proposed credit facility when a sale of securities fails due to circumstances beyond the Funds control, such as a delay in the delivery of cash to the Funds custodian or improper delivery instructions by the broker effecting the transaction. Sales fails may present a cash shortfall if the Fund has undertaken to purchase a security using the proceeds from securities sold. Alternatively, the Fund would fail on its intended purchase due to lack of funds from the previous sale, resulting in additional cost to the Fund. Use of the proposed credit facility under these circumstances would enable the Fund to have access to potential immediate short-term liquidity.
While bank borrowings generally could supply needed cash to cover unanticipated redemptions and sales fails, the borrowing Funds would incur commitment fees and/or other charges involved in obtaining bank loans. Under the proposed credit facility, a borrowing Fund would pay lower interest rates than those that would be payable under short-term loans offered by banks. In addition, Funds making short-term cash loans directly to other Funds would earn interest at a rate higher than they otherwise could obtain from investing their cash in repurchase agreements or money market funds. Thus, the proposed credit facility is expected to benefit both borrowing and lending Funds.
The interest rate to be charged to the Funds on any Interfund Loan (the Interfund Loan Rate) would be the average of: (i) the Money Market Rate, as defined below; and (ii) the Bank Loan Rate, as defined below. The Money Market Rate for any day would be equal to the highest yield available to a lending Fund from investment in a registered investment company that is a government money market fund (as such term is defined in Rule 2a-7 promulgated under the Act). The Bank Loan Rate for any day would be calculated by the Interfund Lending Committee, as defined below, each day an Interfund Loan is made according to a formula established by each Funds Trustees, as applicable, intended to approximate the lowest interest rate at which bank short-term loans would be available to the Funds.
Certain members of the Advisers fund administration personnel (the Interfund Lending Committee) will administer the credit facility. No portfolio manager of any Fund will serve as a member of the Interfund Lending Committee. The proposed credit facility would be available to any Fund. On any day on which a Fund intends to borrow money, the Interfund Lending Committee would make an Interfund Loan from a lending Fund to a borrowing Fund only if the Interfund Loan Rate is: (i) more favorable to the lending Fund than the Money Market Rate and, if applicable, the yield of any money market fund in which the lending Fund could otherwise invest, and (ii) more favorable to the borrowing Fund than the Bank Loan Rate.
A Fund may make an unsecured borrowing through the proposed credit facility if its outstanding borrowings from all sources immediately after the interfund borrowing total 10% or less of its total assets, provided that if the Fund has a secured loan outstanding from any other lender, including but not limited to another Fund, the Funds interfund borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Funds total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the proposed credit facility only on a secured basis. A Fund may not borrow through the proposed credit facility or from any other source if its total outstanding borrowings immediately after such borrowing would be more than 33 1/3% of its total assets.
No Fund may lend to another Fund through the proposed credit facility if the loan would cause the lending Funds aggregate outstanding loans through the proposed credit facility to exceed 15% of the lending Funds current net assets at the time of the loan. A Funds Interfund Loans to any one Fund shall not exceed 5% of the lending Funds net assets. The duration of Interfund Loans will be limited to the time required to obtain cash sufficient to repay such Interfund Loan, through either the sale of portfolio securities or the net sales of the Funds shares, but in no event more than seven days. Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this condition.
The limitations described above and the additional terms and conditions of the exemptive order are intended to minimize the risks associated with Interfund Loans for the borrowing fund and the lending fund. However, these limitations and conditions do not eliminate all risk that occurs when one fund borrows money from another fund.
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 Funds 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 Funds shareholders indirectly will bear each Funds proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses each Funds shareholders directly bear in connection with each Funds 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 funds 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 Funds 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 funds 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 Advisers 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 Advisers anticipated price within the life of the warrant.
INVESTMENT RESTRICTIONS
The following policies and investment restrictions have been adopted by the Funds and (unless otherwise noted) are fundamental and cannot be changed without the affirmative vote of a majority of each Funds outstanding voting securities as defined in the 1940 Act.
None of the Funds, excluding the Boston Trust Small Cap Fund, may:
1. Lend any security or make any other loan if, as a result, more than 33 1/3% of its total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments.
2. Borrow money, except that the Fund may borrow money (a) from a bank or from another fund of the Trust, provided that immediately after such borrowing, the aggregate amount of all borrowings does not exceed 33 1/3% of the Funds total assets (including the amount borrowed) less liabilities (other than borrowings), or (b) from a bank or other person for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Funds total assets at the time the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase agreements.
The Boston Trust Small Cap Fund may not:
1. Make loans to others, except (a) through the purchase of debt securities, (b) by investing in repurchase agreements and (c) by loaning portfolio securities.
2. Borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of a Funds total assets at the time the borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase agreements.
None of the Funds may:
1. Underwrite securities of other issuers, except to the extent that a Fund may be deemed an underwriter under the Securities Act of 1933 by virtue of disposing of portfolio securities or when selling its own shares.
2. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate. This limitation also does not preclude a Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate, including real estate investment trusts.
3. Purchase or sell commodities or commodity contracts except as may be permitted by the Investment Company Act of 1940, as amended, or unless acquired as a result of ownership of securities or other investments. This limitation does not preclude a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments, including derivatives related to physical commodities; or purchasing or selling securities or other instruments backed by commodities; or purchasing or selling securities of companies that are engaged in a commodities business or have a significant portion of their assets in commodities.
4. Invest more than 25% of the value of its net assets in the securities of companies engaged in any particular industry or group of industries, except as permitted by the SEC. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or repurchase agreements secured thereby.
5. Will not issue senior securities. This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by a Fund, provided that the Funds engagement in such activities is consistent with or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.
6. 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 Funds 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); provided, however, that the Boston Trust Asset Management Fund and the Walden Asset Management Fund each may invest up to 25% of their assets in foreign securities and Walden International Equity Fund may invest a majority of its assets in non-U.S. securities.
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.
7. The Funds may not sell securities short or purchase securities on margin, This limitation does not preclude a Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities or depositing or paying initial or variation margin in connection with financial futures contracts, related options transactions or other permissible investments.
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 Years Day, Martin Luther King, Jr. 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) may be 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 Trusts 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 distributed on a continuous basis by BHIL Distributors, LLC (BHIL). In addition to purchasing shares directly from the Fund, shares may be purchased through financial intermediaries in connection with the requirements of accounts at the Adviser or the Advisers 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 Trustees also have engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Adviser or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. 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 Board is currently composed of five 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 Chairmans 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. The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the Funds Chief Compliance Officer at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure.
INTERESTED TRUSTEES
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OTHER |
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NUMBER OF |
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DIRECTORSHIPS |
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FUNDS IN |
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HELD BY |
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TERM OF |
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PRINCIPAL |
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FUND |
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TRUSTEE |
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POSITION(S) |
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OFFICE* AND |
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OCCUPATION(S) |
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COMPLEX** |
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DURING THE |
NAME, ADDRESS AND |
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HELD WITH |
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LENGTH OF |
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DURING PAST |
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OVERSEEN |
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PAST FIVE |
DATE OF BIRTH |
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THE FUNDS |
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TIME SERVED |
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FIVE YEARS |
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BY TRUSTEE |
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YEARS |
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Lucia B. Santini
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Trustee and President |
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Indefinite; Since June, 2011 |
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President, Boston Trust Investment Management, Inc., January, 2017 to present, Managing Director, February, 2001 to December 31, 2016; Managing Director and Senior Portfolio Manager, Boston Trust & Investment Management Company (bank trust company), November, 1993 to present. |
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11 |
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None |
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Heidi Soumerai
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Trustee |
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Indefinite, Since May, 2013 |
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Managing Director and Director of ESG Research, Boston Trust & Investment Management Company, August 2004 - present; Research Analyst, Boston Trust & Investment Management, January, 1985 to present |
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11 |
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None |
* Trustees and officers hold their positions until resignation or removal.
** The Fund Complex consists of The Boston Trust and Walden Funds.
Ms. Santini and Ms. Soumerai are considered interested persons of the Trust as defined in the 1940 Act due to their employment with Boston Trust Investment Management, Inc., the Funds investment adviser.
INDEPENDENT TRUSTEES
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NUMBER OF |
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FUNDS IN |
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OTHER |
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FUND |
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DIRECTORSHIPS |
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POSITION(S) |
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TERM OF OFFICE* |
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COMPLEX** |
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HELD BY TRUSTEE |
NAME, ADDRESS AND DATE |
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HELD WITH |
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AND LENGTH OF |
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PRINCIPAL OCCUPATION(S) |
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OVERSEEN |
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DURING THE PAST |
OF BIRTH |
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THE FUNDS |
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TIME SERVED |
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DURING PAST FIVE YEARS |
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BY TRUSTEE |
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FIVE YEARS |
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Diane E. Armstrong
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Trustee |
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Indefinite; Since February, 2005 |
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President, Armstrong Financial Services (financial planning firm), November, 2012 to present; Managing Director of Financial Planning Services, WealthStone (financial planning firm), July, 2008 to November, 2012. |
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11 |
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None |
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Elizabeth E. McGeveran
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Trustee |
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Indefinite, Since April 2016 |
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Director of Impact Investing, The McKnight Foundation, September, 2014 to present; Senior Vice President, Governance & Sustainable Investment, F&C Asset Management plc, October 1999 to April 2013. |
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11 |
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None |
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Michael M. Van Buskirk
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Trustee and Chairman of the Board |
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Indefinite; Trustee since January, 1992. Chairman since
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Retired since 2014. President and Chief Executive Officer, Ohio Bankers League. May, 1991 to December 2013. |
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11 |
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Advisers Investment Trust (2011 Present) (Chairman of the Board) |
* 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
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POSITION(S)
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TERM OF OFFICE* AND
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PRINCIPAL OCCUPATION(S) DURING PAST FIVE
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Jennifer Ellis
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Treasurer |
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Indefinite;
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Director of Finance/Treasurer, Boston Trust & Investment Management Company, May, 2011 to present |
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Curtis Barnes
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Secretary |
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Indefinite;
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Senior Vice President, Citi Fund Services Ohio, Inc., August, 2007 to present. |
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Charles Booth
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Chief Compliance Officer |
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Indefinite;
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Director, Citi Fund Services Ohio, Inc., May, 2007 to present. |
* 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, and formerly served as senior executive of a major financial services company. Mr. Van Buskirk has deep knowledge of the Trust and its service providers, the creation and distribution of financial products and the regulatory framework under which the Trust operates.
Diane E. Armstrong. Ms. Armstrong is the President of Armstrong Financial Services, a financial planning firm. Ms. Armstrong has served on the Board of Trustees since 2005 and is Chairwoman of the Trusts 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 elected by shareholders on May 24, 2013. She also serves as President of the Trust. Ms. Santini has been a President of Boston Trust Investment Management, Inc., the Funds Adviser, since January 2017; she was previously a Managing Director of the Adviser from 2001 to December 31, 2016; 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.
Elizabeth E. McGeveran. Ms. McGeveran was appointed to the Board of Trustees in 2016 and elected by shareholders on July 7, 2016. She is the Chairwoman of the Nominating Committee. Since 2014, Ms. McGeveran has served as the Director of Impact Investing for The McKnight Foundation, where she is responsible for investing in businesses and funds that are building the low-carbon economy, improving the water quality of the Mississippi River, and contributing to a thriving, sustainable Minnesota. From 1999 until 2013, she served as Senior Vice President, Governance & Sustainable Investment, for F&C Asset Management plc, a London-based, $150-billion asset manager.
Heidi Soumerai . Ms. Soumerai was elected to the Board of Trustees on May 24, 2013. Ms. Soumerai is a Managing Director and Director of ESG Research for Boston Trust & Investment Management Company, the parent company of the Adviser, and a member of the Board of Directors of Boston Trust. As the firms director of ESG research, she oversees the evaluation of existing and potential securities relative to environmental, social and governance (ESG) factors. Ms. Soumerai has extensive portfolio management experience, including extensive social investing knowledge.
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 Trusts accounting and financial reporting policies and practices and the quality and objectivity of the Trusts financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trusts 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 auditors key personnel involved in the foregoing activities and (v) monitoring the auditors 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 one meeting. 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 Trusts 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 Trusts 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 Trusts 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 Funds 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 Trusts independent registered public accounting firm regarding the Funds financial condition and the Trusts internal controls
7. Receiving reports from the investment advisers Chief Compliance Officer and the Trusts Anti-Money Laundering Compliance Officer; and
8. Receiving and reviewing an annual written report prepared by the Trusts Chief Compliance Officer reviewing the adequacy of the Trusts 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 March 29, 2017, the Trusts Trustees and officers, as a group, owned less than 1% of each Funds outstanding Shares.
For the year ended December 31, 2016, 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
|
|
AGGREGATE DOLLAR RANGE OF
|
|
|
|
|
|
Lucia B. Santini |
|
BTBFX over $100,000
|
|
over $100,000 |
|
|
|
|
|
Heidi Soumerai |
|
BTBFX over $100,000
|
|
over $100,000 |
|
|
|
|
|
Diane E. Armstrong |
|
BTBFX $50,001-$100,000 |
|
$50,001-$100,000 |
|
|
|
|
|
Elizabeth E. McGeveran |
|
None |
|
None |
|
|
|
|
|
Michael M. VanBuskirk |
|
BTBFX over $100,000
|
|
over $100,000 |
* 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 for providing certain fund accounting and compliance services. The Chief Compliance Officer receives compensation from Citi derived indirectly from fees paid by the Fund under a Compliance Services Agreement dated June 30, 2016. Messrs, Barnes and Booth are employees of Citi.
Trustees of the Trust not affiliated with Citi or the Adviser receive from the Trust, effective as of January 1, 2017, the following fees: a quarterly retainer fee of $2,800 per quarter; a regular meeting fee of $3,500 per meeting; a telephonic meeting fee of $500; and a $500 per meeting fee for all other committee meetings. The Chairman of the Board of Trustees receives an additional $1,300 per board meeting and the Chairwoman of the Audit Committee receives an additional $400 per Audit Committee meeting. 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 period ended December 31, 2016 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 Trusts investment adviser:
|
|
AGGREGATE |
|
PENSION OR |
|
|
|
TOTAL COMPENSATION |
|
||||
|
|
COMPENSATION |
|
RETIREMENT BENEFITS |
|
ESTIMATED ANNUAL |
|
FROM THE FUND AND |
|
||||
|
|
FROM THE |
|
ACCRUED AS PART OF |
|
BENEFITS UPON |
|
FUND COMPLEX PAID |
|
||||
NAME OF TRUSTEE |
|
FUNDS |
|
FUNDS EXPENSES |
|
RETIREMENT |
|
TO THE TRUSTEES* |
|
||||
Diane E. Armstrong |
|
$ |
16,800 |
|
$ |
0 |
|
$ |
0 |
|
$ |
16,800 |
|
Lucia B. Santini** |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
Michael M. Van Buskirk |
|
$ |
20,400 |
|
$ |
0 |
|
$ |
0 |
|
$ |
20,400 |
|
James H. Woodward*** |
|
$ |
16,800 |
|
$ |
0 |
|
$ |
0 |
|
$ |
16,800 |
|
Elizabeth E. McGeveran**** |
|
$ |
16,800 |
|
$ |
0 |
|
$ |
0 |
|
$ |
16,800 |
|
* The Fund Complex consists of The Boston Trust and Walden Funds.
** Ms. Santini was appointed to the Board on May 19, 2011 and elected by shareholders on May 24, 2013. As an interested Trustee, Ms. Santini received no compensation.
*** Mr. Woodward retired from the Board effective December 31, 2016.
**** Ms. McGeveran was appointed to the Board on December 3, 2015 and elected by shareholders on July 18, 2016.
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 Asset Management 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 Asset Management Fund 0.75% of average daily net assets; Walden Equity Fund 0.75% of average daily net assets; Walden Midcap Fund 0.75% of average daily net assets; Walden SMID Cap Fund 0.75% of average daily net assets, Walden Small Cap Fund 0.75% of average daily net assets; and Walden International Equity Fund 0.75% of average daily net assets.
The Investment Advisory Agreement with respect to each Fund continues year to year for successive annual periods if, as to each Fund, such continuance is approved at least annually by the Trusts 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 periods ended March 31, 2015, March 31, 2016, and December 31, 2016, 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 |
|
|
|
3/31/2015 |
|
3/31/2016 |
|
12/31/2016 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust Asset Management Fund |
|
Advisory Fees Paid |
|
$ |
2,600,904 |
|
$ |
2,636,952 |
|
$ |
2,140,804 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Equity Fund |
|
Advisory Fees Paid |
|
$ |
791,354 |
|
$ |
815,501 |
|
$ |
647,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Midcap Fund |
|
Advisory Fees Paid |
|
$ |
328,016 |
|
$ |
348,938 |
|
$ |
278,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
1,824 |
|
$ |
8,884 |
|
$ |
6,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust SMID Cap Fund |
|
Advisory Fees Paid |
|
$ |
36,195 |
|
$ |
40,124 |
|
$ |
33,089 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
29,670 |
|
$ |
44,650 |
|
$ |
37,894 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Small Cap Fund |
|
Advisory Fees Paid |
|
$ |
3,565,992 |
|
$ |
2,838,811 |
|
$ |
2,070,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
213,139 |
|
$ |
297,469 |
|
$ |
157,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Asset Management Fund |
|
Advisory Fees Paid |
|
$ |
614,044 |
|
$ |
623,054 |
|
$ |
525,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
25,881 |
|
$ |
40,670 |
|
$ |
34,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Equity Fund |
|
Advisory Fees Paid |
|
$ |
1,140,337 |
|
$ |
1,129,528 |
|
$ |
990,520 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
124,593 |
|
$ |
151,560 |
|
$ |
124,204 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Midcap Fund |
|
Advisory Fees Paid |
|
$ |
240,191 |
|
$ |
256,751 |
|
$ |
208,488 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
7,376 |
|
$ |
17,571 |
|
$ |
12,415 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden SMID Cap Fund |
|
Advisory Fees Paid |
|
$ |
196,889 |
|
$ |
213,832 |
|
$ |
191,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
25,541 |
|
$ |
37,277 |
|
$ |
31,322 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Small Cap Fund |
|
Advisory Fees Paid |
|
$ |
699,514 |
|
$ |
570,604 |
|
$ |
430,421 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
2,313 |
|
$ |
42,280 |
|
$ |
36,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden International Equity Fund |
|
Advisory Fees Paid |
|
$ |
0 |
* |
$ |
59,958 |
|
$ |
76,968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Waived and/Reimbursed |
|
$ |
0 |
* |
$ |
85,178 |
|
$ |
73,099 |
|
* The Fund had not commenced operations as of this period.
As of December 31, 2016, the Adviser may recoup $17,267, $136,145, $1,023,541, $129,555, $514,332, $44,505, $117,839, $130,735 and $158,277 for the Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Fund, Walden Small Cap Fund and Walden International Equity Fund, respectively, as follows:
Funds |
|
Amount |
|
Expires |
|
|
Boston Trust Midcap Fund |
|
$ |
4 |
|
3/31/2017 |
|
|
|
1,824 |
|
3/31/2018 |
|
|
|
|
8,884 |
|
3/31/2019 |
|
|
|
|
6,555 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Boston Trust SMID Cap Fund |
|
23,931 |
|
3/31/2017 |
|
|
|
|
29,670 |
|
3/31/2018 |
|
|
|
|
44,650 |
|
3/31/2019 |
|
|
|
|
37,894 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Boston Trust Small Cap Fund |
|
355,171 |
|
3/31/2017 |
|
|
|
|
213,139 |
|
3/31/2018 |
|
|
|
|
297,469 |
|
3/31/2019 |
|
|
|
|
157,762 |
|
12/31/2019 |
|
|
Funds |
|
Amount |
|
Expires |
|
|
Walden Asset Management Fund |
|
$ |
28,632 |
|
3/31/2017 |
|
|
|
25,881 |
|
3/31/2018 |
|
|
|
|
40,670 |
|
3/31/2019 |
|
|
|
|
34,372 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Walden Equity Fund |
|
113,975 |
|
3/31/2017 |
|
|
|
|
124,593 |
|
3/31/2018 |
|
|
|
|
151,560 |
|
3/31/2019 |
|
|
|
|
124,204 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Walden Midcap Fund |
|
7,143 |
|
3/31/2017 |
|
|
|
|
7,376 |
|
3/31/2018 |
|
|
|
|
17,571 |
|
3/31/2019 |
|
|
|
|
12,415 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Walden SMID Cap Fund |
|
23,699 |
|
3/31/2017 |
|
|
|
|
25,541 |
|
3/31/2018 |
|
|
|
|
37,277 |
|
3/31/2019 |
|
|
|
|
31,322 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Walden Small Cap Fund |
|
49,312 |
|
3/31/2017 |
|
|
|
|
2,313 |
|
3/31/2018 |
|
|
|
|
42,280 |
|
3/31/2019 |
|
|
|
|
36,830 |
|
12/31/2019 |
|
|
|
|
|
|
|
|
|
Walden International Equity Fund |
|
85,178 |
|
3/31/2019 |
|
|
|
|
73,099 |
|
12/31/2019 |
|
|
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 Lead Portfolio Manager for the Boston Trust Small Cap Fund, the Boston Trust SMID Cap Fund, the Walden Small Cap Fund and the Walden SMID Cap Fund. William H. Apfel serves as Portfolio Manager for the Walden Asset Management Fund and Walden Equity Fund, and Lead Portfolio Manager for the Walden International Equity Fund. Stephen Amyouny serves as Lead Portfolio Manager for the Boston Trust Midcap Fund and the Walden Midcap Fund. Belinda Cavazos serves as Portfolio Manager for the Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Midcap Fund, Walden SMID Cap Fund and Walden Small Cap Fund. Nathaniel J. Riley serves as Portfolio Manager for the Walden International Equity Fund. Richard Q. Williams serves as Portfolio Manager for the Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Small Cap Fund, Walden Midcap Fund, Walden SMID Cap Fund and Walden Small Cap Fund. David A. Sandell serves as Portfolio Manager for the Walden International Equity 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 December 31, 2016:
|
|
OTHER |
|
|
|
OTHER |
|
|
|
|
|
|
|
|||
|
|
REGISTERED |
|
|
|
POOLED |
|
|
|
|
|
|
|
|||
|
|
INVESTMENT |
|
ASSETS |
|
INVESTMENT |
|
ASSETS |
|
OTHER |
|
|
|
|||
|
|
COMPANY |
|
MANAGED |
|
VEHICLE |
|
MANAGED |
|
ACCOUNTS |
|
ASSETS MANAGED |
|
|||
PORTFOLIO MANAGER |
|
ACCOUNTS |
|
($ MILLIONS) |
|
ACCOUNTS |
|
($ MILLIONS) |
|
* |
|
($ MILLIONS) |
|
|||
DOMENIC COLASACCO |
|
0 |
|
$ |
0 |
|
2 |
|
$ |
430.0 |
|
170 |
|
$ |
1,382.8 |
|
KENNETH SCOTT |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
25 |
|
$ |
1,245.9 |
|
|
STEPHEN AMYOUNY |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
79 |
|
$ |
1,128.3 |
|
|
WILLIAM H. APFEL |
|
0 |
|
$ |
0 |
|
1 |
|
$ |
265.7 |
|
72 |
|
$ |
1,180.6 |
|
BELINDA CAVAZOS |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
32 |
|
$ |
165.6 |
|
|
RICHARD Q. WILLIAMS |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
16 |
|
$ |
261.8 |
|
|
DAVID A. SANDELL |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
29 |
|
$ |
59.1 |
|
|
NATHANIEL J. RILEY |
|
0 |
|
$ |
0 |
|
0 |
|
|
|
0 |
|
$ |
0 |
|
* 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 managers 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 including an annual bonus, profit sharing and stock ownership. The portfolio managers also receive benefits including health insurance and education assistance. The portfolio managers compensation is not linked to any specific factors, such as a Funds performance or asset level.
The Advisers 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 December 31, 2016 is as follows:
PORTFOLIO MANAGER |
|
|
|
DOLLAR RANGE OF EQUITY SECURITIES
|
DOMENIC COLASACCO |
|
Boston Trust Asset Management Fund |
|
Over $1,000,000 |
|
|
Boston Trust Equity Fund |
|
Over $1,000,000 |
|
|
|
|
|
KENNETH SCOTT |
|
Boston Trust SMID Cap Fund |
|
$10,001-$50,000 |
|
|
Boston Trust Small Cap Fund |
|
$10,001-$50,000 |
|
|
Walden SMID Cap Fund |
|
$50,001-$100,000 |
|
|
Walden Small Cap Fund |
|
$10,001-$50,000 |
|
|
|
|
|
STEPHEN AMYOUNY |
|
Boston Trust Midcap Fund |
|
$100,001-$500,000 |
|
|
Walden Midcap Fund |
|
$50,001-$100,000 |
|
|
|
|
|
WILLIAM APFEL |
|
Walden Equity Fund |
|
Over $1,000,000 |
|
|
Walden Asset Management Fund |
|
$0 |
|
|
Walden International Equity Fund |
|
$100,001-$500,000 |
|
|
|
|
|
RICHARD WILLIAMS |
|
Boston Trust Small Cap Fund |
|
$0 |
|
|
Boston Trust Midcap Fund |
|
$0 |
|
|
Walden Small Cap Fund |
|
$0 |
|
|
Walden Midcap Fund |
|
$0 |
|
|
|
|
|
BELINDA CAVAZOS |
|
Boston Trust SMID Cap Fund |
|
$0 |
|
|
Walden SMID Cap Fund |
|
$0 |
|
|
|
|
|
NATHANIEL RILEY |
|
Walden International Equity Fund |
|
$10,001-$50,000 |
|
|
|
|
|
DAVID SANDELL |
|
Walden International Equity Fund |
|
$50,001-$100,000 |
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 periods ended March 31, 2015, March 31, 2016 and December 31, 2016, the Funds paid commissions to firms that provide brokerage and research services to the Funds as follows:
FUND |
|
|
|
3/31/2015 |
|
3/31/2016 |
|
12/31/2016 |
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||
Boston Trust Asset Management Fund |
|
Commissions |
|
$ |
27,867 |
|
$ |
19,421 |
|
$ |
12,999 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
80,008,003 |
|
$ |
63,129,899 |
|
$ |
45,279,617 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust Equity Fund |
|
Commissions |
|
$ |
12,808 |
|
$ |
10,275 |
|
$ |
4,813 |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
40,786,933 |
|
$ |
|
34,452,335 |
|
$ |
|
15,188,160 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust Midcap Fund |
|
Commissions |
|
$ |
|
6,018 |
|
$ |
|
7,029 |
|
$ |
|
5,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
13,948,088 |
|
$ |
|
19,669,627 |
|
$ |
|
14,646,579 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust SMID Cap Fund |
|
Commissions |
|
$ |
|
1,882 |
|
$ |
|
2,688 |
|
$ |
|
1,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
3,323,372 |
|
$ |
|
5,550,877 |
|
$ |
|
2,746,084 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust Small Cap Fund |
|
Commissions |
|
$ |
|
213,261 |
|
$ |
|
180,772 |
|
$ |
|
117,708 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
380,437,147 |
|
$ |
|
352,055,601 |
|
$ |
|
429,270,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden Asset Management Fund |
|
Commissions |
|
$ |
|
8,646 |
|
$ |
|
6,484 |
|
$ |
|
4,599 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
22,072,827 |
|
$ |
|
17,515,779 |
|
$ |
|
15,103,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden Equity Fund |
|
Commissions |
|
$ |
|
28,325 |
|
$ |
|
19,925 |
|
$ |
|
10,996 |
|
|
|
Aggregate Portfolio Transactions |
|
$ |
|
64,683,409 |
|
$ |
|
52,786,992 |
|
$ |
|
36,073,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden Midcap Fund |
|
Commissions |
|
$ |
|
4,795 |
|
$ |
|
5,298 |
|
$ |
|
3,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
10,467,330 |
|
$ |
|
14,401,112 |
|
$ |
|
10,255,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden SMID Cap Fund |
|
Commissions |
|
$ |
|
10,070 |
|
$ |
|
12,762 |
|
$ |
|
6,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
18,253,702 |
|
$ |
|
27,178,932 |
|
$ |
|
15,742,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden Small Cap Fund |
|
Commissions |
|
$ |
|
41,871 |
|
$ |
|
38,702 |
|
$ |
|
14,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
76,870,141 |
|
$ |
|
69,796,837 |
|
$ |
|
25,730,792 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Walden International Equity Fund |
|
Commissions |
|
$ |
|
0 |
* |
$ |
|
13,782 |
|
$ |
|
3,447 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
Aggregate Portfolio Transactions |
|
$ |
|
0 |
* |
$ |
|
13,980,837 |
|
$ |
|
3,463,827 |
|
* 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 brokers 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 Advisers 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 periods ended March 31, 2015, March 31, 2016 and December 31, 2016, the Funds paid brokerage commissions as follows:
FUND |
|
3/31/2015 |
|
3/31/2016 |
|
12/31/2016 |
|
|||
Boston Trust Asset Management Fund |
|
$ |
27,867 |
|
$ |
19,421 |
|
$ |
12,999 |
|
Boston Trust Equity Fund |
|
$ |
12,808 |
|
$ |
10,275 |
|
$ |
4,813 |
|
Boston Trust Midcap Fund |
|
$ |
6,018 |
|
$ |
7,029 |
|
$ |
5,220 |
|
Boston Trust SMID Cap Fund |
|
$ |
1,882 |
|
$ |
2,688 |
|
$ |
1,142 |
|
Boston Trust Small Cap Fund |
|
$ |
213,261 |
|
$ |
180,772 |
|
$ |
117,708 |
|
Walden Asset Management Fund |
|
$ |
8,646 |
|
$ |
6,484 |
|
$ |
4,599 |
|
Walden Equity Fund |
|
$ |
28,325 |
|
$ |
19,925 |
|
$ |
10,996 |
|
Walden Midcap Fund |
|
$ |
4,795 |
|
$ |
5,298 |
|
$ |
3,686 |
|
Walden SMID Cap Fund |
|
$ |
10,070 |
|
$ |
12,762 |
|
$ |
6,774 |
|
Walden Small Cap Fund |
|
$ |
48,871 |
|
$ |
38,702 |
|
$ |
14,267 |
|
Walden International Equity Fund |
|
$ |
0 |
* |
$ |
13,782 |
|
$ |
3,447 |
|
* 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 Services Agreement dated as of June 30, 2016 (the Services Agreement).
Under the Services 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 Trusts counsel; assist to the extent requested by the Trust with the Trusts 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 Services 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 the Services Agreement. The services fee is calculated daily and paid periodically at an annual rate of up to 0.03% of the Funds aggregate net assets on the first $1 billion in Trust assets, 0.02% on Trust aggregate net assets in excess of $1 billion and up to $1.5 billion, and 0.01% on Trust aggregate net asset in excess of $1.5 billion. In addition, the Administrator will receive $59,500 per Fund per year for Fund administration services and $7,500 per Fund per year for Regulatory Administration and Board Book services.
Prior to June 30, 2016, the Administrator received a tiered fee from the Trust for its services as Administrator pursuant to an Administration Agreement dated March 23, 1999 (Administration Fee). The Administration Fee was calculated daily and paid periodically at an annual rate of up to 0.15% of the Funds aggregate net assets on the first $250 million in Trust assets, 0.13% on Trust aggregate net assets in excess of $250 million and up to $500 million, 0.11% on Trust aggregate net assets in excess of $500 million and up to $750 million, 0.09% on Trust aggregate net assets in excess of $750 million and 0.05% on Trust aggregate net assets in excess of $1 billion.
For each of the past three fiscal periods ended March 31, 2015, March 31, 2016 and December 31, 2016, the Funds paid the Administrator a total of Administration Fees and Services Fees as follows:
FUND |
|
|
|
3/31/2015 |
|
3/31/2016 |
|
12/31/2016 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Boston Trust Asset Management Fund |
|
Administrative Fees Paid |
|
$ |
352,460 |
|
$ |
372,298 |
|
$ |
293,148 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Equity Fund |
|
Administrative Fees Paid |
|
$ |
107,235 |
|
$ |
115,143 |
|
$ |
87,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Midcap Fund |
|
Administrative Fees Paid |
|
$ |
44,460 |
|
$ |
49,256 |
|
$ |
38,451 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust SMID Cap Fund |
|
Administrative Fees Paid |
|
$ |
4,905 |
|
$ |
5,667 |
|
$ |
4,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Small Cap Fund |
|
Administrative Fees Paid |
|
$ |
483,381 |
|
$ |
399,684 |
|
$ |
283,364 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Asset Management Fund |
|
Administrative Fees Paid |
|
$ |
83,224 |
|
$ |
88,001 |
|
$ |
72,183 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Equity Fund |
|
Administrative Fees Paid |
|
$ |
154,537 |
|
$ |
159,535 |
|
$ |
134,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Midcap Fund |
|
Administrative Fees Paid |
|
$ |
32,564 |
|
$ |
36,247 |
|
$ |
28,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden SMID Cap Fund |
|
Administrative Fees Paid |
|
$ |
26,718 |
|
$ |
30,216 |
|
$ |
26,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Small Cap Fund |
|
Administrative Fees Paid |
|
$ |
94,763 |
|
$ |
80,368 |
|
$ |
59,574 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0 |
|
$ |
0 |
|
$ |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden International Equity Fund |
|
Administrative Fees Paid |
|
$ |
0 |
* |
$ |
8,574 |
|
$ |
12,820 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Administrative Fees Voluntarily Waived |
|
$ |
0* |
|
$ |
0 |
|
$ |
0 |
|
* The Fund had not commenced operations as of this period.
In addition, Citi provides certain fund accounting services to the Funds pursuant to the Services Agreement dated as of June 30, 2016. 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.
The Services 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 Services Agreement is terminable with respect to a particular Fund only upon mutual agreement of the parties to the Services Agreement and for cause (as defined in the Services Agreement) by the party alleging cause, on not less than 60 days notice by the Trusts Board of Trustees or by the Administrator.
The Services 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 Services 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.
Distributor
BHIL serves as the principal underwriter for each of the Funds in the distribution of its Shares pursuant to a Distribution Agreement dated August 12, 2016, (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 Trusts 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.
BHIL may enter into agreements with selected broker-dealers, bank or financial intermediaries for distribution of shares of the Funds. BHIL has no obligation to sell any specific quantity of the Funds shares. BHIL and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust. BHIL does not receive compensation from the Fund for its distribution services. The Advisor pays BHIL a fee for certain distribution-related services.
Custodian
Boston Trust & Investment Management Company, One Beacon Street, Boston, Massachusetts 02108 serves as the custodian for the 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 Small Cap Fund and Walden SMID Cap Fund pursuant to the Custody Agreement dated as of December 8, 2005.
Citibank, serves as the custodian for the Walden International Equity Fund pursuant to a Global Custody Services Agreement. Each custodian is responsible for safeguarding and controlling the respective Funds cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on appropriate Funds investments.
Boston Trust & Investment Management Company is an affiliate of the Funds and it receives fees for the custodial services it provides. Citibank is also compensated for its services.
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 Funds shareholders of record: maintenance of shareholder records for each of the Funds 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 an annual fee from each Fund. FIS Investor Services, LLC, serves as the Trusts sub-transfer agent.
Shareholder Services Agreements
Each 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.
Each Fund, except the Boston Trust SMID Cap Fund, has adopted a plan under which it may 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 Advisers 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 & Company, Ltd., 1350 Euclid Ave., Suite 800, Cleveland, OH 44115, 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 Trusts 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 Trusts 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 Trusts 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 Funds 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 , 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., a subsidiary of Boston Trust & Investment Management Company . As a result, Ms. Santini and/or the Boston Trust & Investment Management Company may be deemed to have control over certain Funds.
The following tables set forth information concerning such persons that, to the knowledge of the Trusts Board of Trustees, owned, of record or beneficially, at least five percent of a Funds Shares as of March 31, 2017:
Fund |
|
Name and Address |
|
Percent
|
|
Nature of
|
|
Boston Trust Asset Management Fund |
|
Capinco c/o US Bank N.A. |
|
76.72 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
8.37 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services Corp. |
|
7.90 |
% |
Record |
|
|
|
2 Destiny Way WF4C |
|
|
|
|
|
|
|
Westlake, TX 76262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Equity Fund |
|
Capinco c/o US Bank N.A. |
|
68.92 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
15.35 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Washington & Co. c/o US Bank N.A. |
|
9.29 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
UBS Financial Services Inc. |
|
5.21 |
% |
Record |
|
|
|
1000 Harbor Blvd, 7th Floor |
|
|
|
|
|
|
|
Weehawken, NJ 07086 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Midcap Fund |
|
Capinco c/o US Bank N.A. |
|
77.16 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
12.75 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust SMID Cap Fund |
|
Capinco c/o US Bank N.A. |
|
56.24 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
Fund |
|
Name and Address |
|
Percent
|
|
Nature of
|
|
Boston Trust SMID Cap Fund |
|
SEI Private Trust Co . |
|
16.56 |
% |
Record |
|
|
|
One Freedom Valley Drive |
|
|
|
|
|
|
|
Oaks, PA 19456 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank N.A |
|
10.16 |
% |
Record |
|
|
|
PO Box 1533 |
|
|
|
|
|
|
|
Minneapolis, MN 55480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
9.10 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Boston Trust Small Cap Fund |
|
National Financial Services |
|
24.13 |
% |
Record |
|
|
|
499 Washington Blvd. |
|
|
|
|
|
|
|
Jersey City, NJ 07310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Investments |
|
20.70 |
% |
Record |
|
|
|
100 Magellan Way |
|
|
|
|
|
|
|
Covington, KY 41015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank N.A |
|
17.37 |
% |
Record |
|
|
|
PO Box 1533 |
|
|
|
|
|
|
|
Minneapolis, MN 55480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capinco c/o US Bank N.A. |
|
14.62 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc. |
|
8.83 |
% |
Record |
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
San Francisco, CA 94104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Asset Management Fund |
|
Capinco c/o US Bank N.A. |
|
49.72 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TIAA-CREF Co. |
|
16.59 |
% |
Record |
|
|
|
211 North Broadway, Suite 1000 |
|
|
|
|
|
|
|
St Louis, MO 63102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services |
|
12.93 |
% |
Record |
|
|
|
499 Washington Blvd. |
|
|
|
|
|
|
|
Jersey City, NJ 07310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
10.32 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Equity Fund |
|
Capinco c/o US Bank N.A. |
|
25.70 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
Fund |
|
Name and Address |
|
Percent
|
|
Nature of
|
|
Walden Equity Fund |
|
TIAA-CREF Co. |
|
20.07 |
% |
Record |
|
|
|
211 North Broadway, Suite 1000 |
|
|
|
|
|
|
|
St Louis, MO 63102 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc. |
|
19.83 |
% |
Record |
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
San Francisco, CA 94104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services |
|
14.51 |
% |
Record |
|
|
|
499 Washington Blvd. |
|
|
|
|
|
|
|
Jersey City, NJ 07310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Midcap Fund |
|
Capinco c/o US Bank N.A. |
|
84.78 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Band & Co. c/o US Bank N.A. |
|
6.78 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden SMID Cap Fund |
|
Capinco c/o US Bank N.A. |
|
42.08 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Merrill Lynch |
|
20.23 |
% |
Record |
|
|
|
4800 Deer Lake Drive E |
|
|
|
|
|
|
|
Jacksonville, FL 32246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc. |
|
8.42 |
% |
Record |
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
San Francisco, CA 94104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden Small Cap Fund |
|
Capinco c/o US Bank N.A. |
|
36.48 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles Schwab & Co., Inc. |
|
18.46 |
% |
Record |
|
|
|
101 Montgomery Street |
|
|
|
|
|
|
|
San Francisco, CA 94104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerlach Co. LLLC |
|
9.85 |
% |
Record |
|
|
|
3800 Citigroup Center, Building B3-14 |
|
|
|
|
|
|
|
Tampa, FL 33610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Financial Services |
|
6.64 |
% |
Record |
|
|
|
499 Washington Blvd. |
|
|
|
|
|
|
|
Jersey City, NJ 07310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Walden International Equity Fund |
|
Capinco c/o US Bank N.A. |
|
54.35 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
Fund |
|
Name and Address |
|
Percent
|
|
Nature of
|
|
Walden International Equity Fund |
|
Band & Co. c/o US Bank N.A. |
|
32.90 |
% |
Record |
|
|
|
PO Box 1787 |
|
|
|
|
|
|
|
Milwaukee, WI 53201 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wells Fargo Bank N.A |
|
6.66 |
% |
Record |
|
|
|
PO Box 1533 |
|
|
|
|
|
|
|
Minneapolis, MN 55480 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The New Hillman Co . |
|
5.66 |
% |
Record |
|
|
|
275 7Th Avenue 9th Floor |
|
|
|
|
|
|
|
New York, NY 10001 |
|
|
|
|
|
The Trustees and officers, as a group, owned less than 1% of the Funds 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 Funds 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 Funds 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. Under current law, capital gain dividends recognized by a non-corporate shareholder generally will be taxed at a maximum income tax rate of 20%. Capital gains of corporate shareholders are taxed at the same rate as ordinary income.. 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 Funds 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. Because the Funds are not expected to qualify for pass-through treatment, any such taxes will be taken as a deduction by those 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 individuals taxpayer identification number is his or her Social Security number.
For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax generally will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that any such persons modified adjusted gross income (in the case of an individual) or adjusted gross income (in the case of an estate or trust) exceeds certain threshold amounts.
Information as to the Federal income tax status of all distributions will be mailed annually to each Shareholder.
FATCA. Payments to a shareholder that is either a foreign financial institution (FFI) or a non-financial entity (NFFE) within the meaning of the Foreign Account Tax Compliance Ace (FATCA) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund after June 30, 2014 and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2016. FATCA withholding tax generally can be avoided: (a) by and FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by and NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, report information relating to them. A Fund may disclose the information that it received from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documents concerning its status under FATCA.
CAPITAL LOSS CARRYFORWARDS. CLCFs subject to expiration are applied as short-term capital loss regardless of whether the originating capital loss was short-term or long-term. CLCFs that are not subject to expiration
must be utilized before those that are subject to expiration. The Board does not intend to authorize a distribution of any realized gain for the Fund until any applicable CLCF has been offset or expires.
As of the end of the tax year ended December 31, 2016, the Funds do not have any capital loss carry forwards (CLCFs).
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 securitys 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 Funds 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 Shareholders 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 Funds 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. |
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b = expenses accrued for the period (net of reimbursements). |
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c = the average daily number of Shares outstanding during the period that were entitled to receive dividends. |
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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. |
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P |
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= hypothetical initial payment of $1,000. |
n |
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= 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 |
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= 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. |
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n |
= number of years. |
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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. |
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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 Funds 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 & Poors 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, Barrons, 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 Funds 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 Funds 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 Advisers proxy voting policies and procedures (the Policy) which are described below. The Trustees will review each Funds 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 Funds 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 companys 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 Funds 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 Commissions 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. The Adviser may make Fund holdings available more frequently than quarterly 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; 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, (2) in response to requests for proposals (RFPs) from consultants or potential clients that request holdings information as of a certain date and for certain periods that may be more frequent than the parameters set out above, provided such requests are on a one-time basis and do not result in continued receipt of data, and such information is provided subject to the confidentiality conditions discussed below and the data is used for legitimate business purposes; and (3) 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.
The Adviser may disclose any views, opinions, judgement, advice or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Fund that occurred after the most recent release of portfolio information to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure doses not effectively result in the disclosure of the complete portfolio holdings of any Fund and (3) such information does not constitute material non-public information. Such disclosure 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 period ended December 31, 2016 have been audited by Cohen & Company, Ltd., the Funds independent registered public accounting firm, and are incorporated herein by reference.
PART C
OTHER INFORMATION
ITEM 28. EXHIBITS
(a)(1) |
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Declaration of Trust (1) |
(a)(2) |
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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) |
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Establishment and Designation of Series of Shares (Boston Trust Small Cap Fund) (8) |
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(a)(4) |
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Establishment and Designation of Series of Shares (Boston Trust Midcap Fund) (10) |
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(a)(5) |
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Establishment and Designation of Series of Shares (Walden Small Cap Innovations Fund) (12) |
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(a)(6) |
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Establishment and Designation of Series of Shares (Walden Midcap Fund) (16) |
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(a)(7) |
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Establishment and Designation of Series of Shares (Boston Trust SMID Cap Fund and Walden Small Cap Innovations Fund) (19) |
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(a)(8) |
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Establishment and Designation of Series of Shares (Walden International Equity Fund) (21) |
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(b)(1) |
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By-Laws (2) |
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(c) |
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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) |
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Investment Advisory Agreement between Registrant and Boston Trust Investment Management, Inc.(7) |
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(d)(2) |
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Amendment to the Investment Advisory Agreement dated May 24, 2012 (20) |
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(d)(3) |
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Amendment to Investment Advisory Agreement dated June 9, 2015 (24) |
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(e)(1) |
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Distribution Agreement between Registrant and BHIL Distributors, LLC dated as of August 12, 2016 is filed herewith. |
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(e)(2) |
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Novation of Distribution Agreement dated as of February 28, 2017 is filed herewith |
(f) |
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Not Applicable |
(g)(1) |
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Custody Agreement between Registrant and Boston Trust & Investment Management Company (formerly United States Trust Company of Boston) (3) |
(g)(2) |
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Amended Schedule A to the Custody Agreement dated August 12, 2011 (19) |
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(g)(3) |
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Amendment to the Custody Agreement dated May 24, 2012 (20) |
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(g)(4) |
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Global Custodial Services Agreement between the Registrant and Citibank, N.A. dated June 9, 2015 (23) |
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(g)(5) |
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Amendment to the Custody Agreement dated March 16, 2016 (24) |
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(h)(1) |
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Services Agreement between the Registrant and Citi Fund Services Ohio, Inc. effective as of June 30, 2016 is filed herewith |
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(h)(2) |
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Transfer Agency Agreement between the Registrant and United States Trust Company of Boston Management Company (8) |
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(h)(3) |
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Amendment to the Transfer Agency Agreement dated May 24, 2012 (20) |
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(h)(4) |
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Amended Schedule A to the Transfer Agency Agreement filed herewith |
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(h)(5) |
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Amended and Restated Sub-Transfer Agency Agreement between Registrant, Boston Trust & Investment Management, Inc. and Citi Fund Services Ohio, Inc.(15) |
(h)(6) |
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Amendment to Amended and Restated Sub-Transfer Agency Agreement dated May 20, 2015 (evidencing assignment to SunGard Investor Services, LLC) (23) |
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(h)(7) |
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Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc. is filed herewith |
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(h)(8) |
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Compliance Services Agreement between Registrant and Citi Fund Services Ohio, Inc. dated as of June 30, 2016 is filed herewith |
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(h)(9) |
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Amended Shareholder Servicing Plan (23) |
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(i)(1) |
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Opinion of Counsel (22) |
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(i)(2) |
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Consent of Counsel is filed herewith |
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(j) |
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Consent of Independent Registered Public Accounting Firm Cohen and Company, Ltd. is filed herewith |
(k) |
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Not Applicable |
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(l) |
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Not Applicable |
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(m) |
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Not Applicable |
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(n) |
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Not Applicable |
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(o) |
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Not Applicable |
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(p)(1)(i) |
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Code of Ethics of Registrant (6) |
(p)(1)(ii) |
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Supplemental Code of Ethics of Registrant is filed herewith |
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(p)(2) |
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Code of Ethics of BHIL Distributors, LLC is filed herewith |
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(p)(3) |
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Code of Ethics of Boston Trust Investment Management, Inc. is filed herewith |
(q)(1) |
|
Powers of Attorney (9) |
(q)(2) |
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Power of Attorney for Ms. McGeveran is filed herewith |
(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 and incorporated by reference herein.
(5) Filed with Post-Effective Amendment No. 93 on August 1, 2002 and incorporated by reference herein.
(6) Filed with Post-Effective Amendment No. 103 filed July 28, 2004 and incorporated by reference herein.
(7) Filed with Post-Effective Amendment No. 111 filed on August 1, 2005 and incorporated by reference herein.
(8) Filed with Post-Effective Amendment No. 118 on December 16, 2005 and incorporated by reference herein.
(9) Filed with Post-Effective Amendment No. 126 on July 27, 2007 and incorporated by reference herein.
(10) Filed with Post-Effective Amendment No. 129 on September 21, 2007 and incorporated by reference herein.
(11) Filed with Post-Effective Amendment No. 132 filed on July 24, 2008 and incorporated by reference herein.
(12) Filed with Post-Effective Amendment No. 133 filed on August 19, 2008 and incorporated by reference herein.
(13) Filed with Post-Effective Amendment No. 134 filed July 29, 2009 and incorporated by reference herein.
(14) Filed with Post-Effective Amendment No. 135 filed May 20, 2010 and incorporated by reference herein.
(15) Filed with Post-Effective Amendment No. 136 filed July 27, 2010 and incorporated by reference herein.
(16) Filed with Post-Effective Amendment No. 137 filed May 18, 2011 and incorporated by reference herein.
(17) Filed with Post-Effective Amendment No. 138 filed July 27, 2011 and incorporated by reference herein.
(18) Filed with Post-Effective Amendment No. 139 filed August 15, 2011 and incorporated by reference herein.
(19) Filed with Post-Effective Amendment No. 140 filed September 8, 2011 and incorporated by reference herein.
(20) Filed with Post-Effective Amendment No. 143 filed July 27, 2012 and incorporated by reference herein.
(21) Filed with Post-Effective Amendment No. 145 filed May 15, 2013 and incorporated by reference herein.
(22) Filed with Post-Effective Amendment No. 149 filed September 27, 2013 and incorporated by reference herein.
(23) Filed with Post-Effective Amendment No. 153 filed August 1, 2015 and incorporated by reference herein.
(24) Filed with Post-Effective Amendment No. 155 filed May 31, 2016 and incorporated by reference herein.
ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
Not applicable.
ITEM 30. INDEMNIFICATION
Article IV of the Registrants 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.
(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, LLC (BHIL) acts as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended, in addition to the Registrant.
Diamond Hill Funds
Praxis Funds
Cook & Bynum Funds
Advisers Investment Trust
(b) Below are the Officers and Directors of BHIL:
|
|
PRINCIPAL BUSINESS |
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POSITION WITH |
|
POSITION WITH |
NAME |
|
ADDRESS |
|
UNDERWRITER |
|
REGISTRANT |
Richard J. Berthy |
|
Three Canal Plaza, Suite 100 |
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President |
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None |
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|
Portland, ME 04101 |
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Weston Sommers |
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Three Canal Plaza, Suite 100 |
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Financial and Operations |
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None |
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|
Portland, ME 04101 |
|
Principal |
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|
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|
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Mark A. Fairbanks |
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Three Canal Plaza, Suite 100 |
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Vice President |
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None |
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|
Portland, ME 04101 |
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|
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|
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|
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|
|
Susan K Moscaritolo |
|
Three Canal Plaza, Suite 100 |
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Vice President and Chief |
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None |
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|
Portland, ME 04101 |
|
Compliance Officer |
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|
|
|
|
|
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|
|
Jennifer K. DiValerio |
|
Three Canal Plaza, Suite 100 |
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Vice President |
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None |
|
|
Portland, ME 04101 |
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|
|
|
|
|
|
|
|
|
|
Jennifer E. Hoopes |
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Three Canal Plaza, Suite 100 |
|
Secretary |
|
None |
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|
Portland, ME 04101 |
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|
(c) Not Applicable
ITEM 33. LOCATION OF ACCOUNTS AND RECORDS
(a) The accounts, books, and other documents required to be maintained by Registrant pursuant to Section 31(a)of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of Boston Trust Investment Management, Inc., One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as investment adviser); Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219 (records relating to its functions as administrator), BHIL Distributors, LLC.,Three Canal Plaza, Suite 100, Portland, ME 04101 (records relating to its role as distributor) and Boston Trust & Investment Management Company, One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as custodian and transfer agent).
ITEM 34. MANAGEMENT SERVICES
Not Applicable.
ITEM 35. UNDERWRITER
None
SIGNATURES
Pursuant to the requirements of the Securities Act and the Investment Company Act, the Registrant certifies that it meets all of the requirements for effectiveness of this registration statement under Rule 485(b) under the Securities Act 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 17 th day of April, 2017.
THE BOSTON TRUST & WALDEN FUNDS
By: |
/s/ Lucia Santini |
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|
Lucia Santini |
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|
President |
|
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
SIGNATURE |
|
TITLE |
|
DATE |
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/s/ Diane E. Armstrong |
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Trustee |
|
April 17, 2017 |
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Diane E. Armstrong* |
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/s/ Michael M. Van Buskirk |
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Trustee |
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April 17, 2017 |
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Michael M. Van Buskirk* |
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/s/ Elizabeth E. McGeveran |
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Trustee |
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April 17, 2017 |
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Elizabeth E. McGeveran* |
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|
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/s/ Lucia B. Santini |
|
Trustee and President |
|
April 17, 2017 |
|
Lucia B. Santini |
|
Principal Executive Officer |
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|
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|
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/s/ Heidi Soumerai |
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Trustee |
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April 17, 2017 |
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Heidi Soumerai |
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|
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/s/ Jennifer Ellis |
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Treasurer |
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April 17, 2017 |
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Jennifer Ellis* |
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Principal Financial and Accounting Officer |
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By: |
/s/ Michael V. Wible |
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Michael V. Wible, as attorney-in-fact |
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* Pursuant to power of attorney
Exhibit Index
Exhibits |
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|
|
|
|
(e)(1) |
|
Distribution Agreement |
(e)(2) |
|
Novation of Distribution Agreement |
(i)(2) |
|
Consent of counsel |
(j) |
|
Consent of Independent Registered Public Accounting Firm |
(h)(1) |
|
Services Agreement |
(h)(4) |
|
Amended Schedule to Transfer Agency Agreement |
(h)(7) |
|
Expense Limitation Agreement |
(h)(8) |
|
Compliance Services Agreement |
(p)(1)(ii) |
|
Supplemental Code of Ethics of Registrant |
(p)(2) |
|
Code of Ethics BHIL Distributors, LLC |
(p)(3) |
|
Code of Ethics of Boston Trust Investment Management, Inc. |
(q)(2) |
|
Power of Attorney |
Exhibit-99.B(e)(1)
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made and entered into as of this 12 th day of August, 2016 by and between , The Boston Trust & Walden Funds (the Client) and BHIL Distributors, LLC, a Delaware limited liability company (the Distributor).
WHEREAS, the Client is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company, and is authorized to issue shares of beneficial interest (Shares) in separate series, with each such series representing interests in a separate portfolio of securities and other assets;
WHEREAS, the Client desires to retain the Distributor as principal underwriter in connection with the offering of the Shares of each series listed on Exhibit A hereto (as amended from time to time) (each a Fund and collectively the Funds);
WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member of the Financial Industry Regulatory Authority (FINRA);
WHEREAS, this Agreement has been approved by a vote of the Clients board of trustees (the Board) and its disinterested trustees in conformity with Section 15(c) of the 1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter for the Client on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1. Appointment of Distributor . The Client hereby appoints the Distributor as its exclusive agent for the sale and distribution of Shares of the Funds, on the terms and conditions set forth in this Agreement, and the Distributor hereby accepts such exclusive appointment and agrees to perform the services and duties set forth in this Agreement.
2. Services and Duties of the Distributor .
A. The Distributor agrees to act as agent of the Client for distribution of the Shares of the Funds, upon the terms and at the current offering price (plus sales charge, if any) described in the Prospectus. As used in this Agreement, the term Prospectus shall mean each current prospectus, including the statement of additional information, as amended or supplemented, relating to any of the Funds and included in the currently effective registration statement(s) or post-effective amendment(s) thereto (the Registration Statement) of the Client under the Securities Act of 1933 (the 1933 Act) and the 1940 Act.
B. During the continuous public offering of Shares of the Funds, the Distributor shall use commercially reasonable efforts to distribute the Shares. All orders for Shares shall be made through financial intermediaries or directly to the applicable Fund or its designated agent. Such purchase orders shall be deemed effective at the time and in the manner set forth in the Prospectus. The Client or its designated agent will confirm orders and subscriptions upon receipt, will make appropriate book entries and, upon receipt of payment therefor, will issue the appropriate number of Shares in uncertificated form.
C. The Distributor shall maintain membership with the NSCC and any other similar successor organization to sponsor a participant number for the Funds so as to enable the Shares to be traded through FundSERV. The Distributor shall not be responsible for any operational matters associated with FundSERV or Networking transactions.
D. The Distributor acknowledges and agrees that it is not authorized to provide any information or make any representations regarding the Funds other than as contained in the Prospectus and any sales literature and advertising materials specifically approved by the Client.
E. The Distributor agrees to review all proposed advertising materials and sales literature for compliance with applicable laws and regulations, and shall file with appropriate regulators those advertising materials and sales literature it believes are in compliance with such laws and regulations. The Distributor agrees to furnish to the Client any comments provided by regulators with respect to such materials.
F. The Client agrees to redeem or repurchase Shares tendered by shareholders of the Funds in accordance with the Clients obligations in the Prospectus and the Registration Statement. The Client reserves the right to suspend such repurchase right upon written notice to the Distributor.
G. The Distributor may, in its discretion, and shall, at the request of the Client, enter into agreements with such qualified broker-dealers and other financial intermediaries as it may select, in order that such broker-dealers and other intermediaries also may sell Shares of the Funds. The form of any dealer agreement shall be approved by the Client. The Distributor shall not be obligated to make any payments to any broker-dealers, other financial intermediaries or other third parties, unless (i) The Distributor has received a corresponding payment from the applicable Funds plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act (Plan) and (ii) such corresponding payment has been approved by the Clients Board. The Distributor shall include in the forms of agreement with selling broker-dealers a provision for the forfeiture by them of any sales charge or discount with respect to Shares sold by them and redeemed, repurchased or tendered for redemption within seven business days after the date of confirmation of such purchases.
H. The Distributor shall devote its best efforts to effect sales of Shares of the Funds but shall not be obligated to sell any certain number of Shares.
I. The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of 12b-1 payments received by the Distributor, if any.
J. The Distributor may enter into agreements (Subcontracts) with qualified third parties to carry out some or all of the Distributors obligations under this Agreement, with the prior written consent of the Client, such consent not to be unreasonably withheld; provided that execution of a Subcontract shall not relieve the Distributor of any of its responsibilities hereunder.
K. The services furnished by the Distributor hereunder are not to be deemed exclusive and the Distributor shall be free to furnish similar services to others so long as its services under this Agreement are not impaired thereby.
3. Representations, Warranties and Covenants of the Client .
A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(i) it is duly organized and in good standing under the laws of its jurisdiction of incorporation/organization and is registered as an open-end management investment company under the 1940 Act;
(ii) this Agreement has been duly authorized, executed and delivered by the Client and, when executed and delivered, will constitute a valid and legally binding obligation of the Client, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws/operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement;
(iv) the Shares are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable;
(v) the Registration Statement and Prospectus included therein have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder, as applicable;
(vi) the Registration Statement and Prospectus and any advertising materials and sales literature prepared by the Client or its agent do not and shall not contain any
untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects; and
(vii) the Client owns, possesses, licenses or has other rights to use all patents, patent applications, trademarks and service marks, trademark and service mark registrations, trade names, copyrights, licenses, inventions, trade secrets, technology, know-how and other intellectual property (collectively, Intellectual Property) necessary for or used in the conduct of the Clients business and for the offer, issuance, distribution and sale of the Fund Shares in accordance with the terms of the Prospectus and this Agreement, and such Intellectual Property does not and will not breach or infringe the terms of any Intellectual Property owned, held or licensed by any third party.
B. The Client shall take, or cause to be taken, all necessary action to register the Shares under the federal and all applicable state securities laws and to maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Client authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares.
C. The Client agrees to advise the Distributor promptly in writing:
(i) of any material correspondence or other communication by the Securities and Exchange Commission (SEC) or its staff relating to the Funds, including requests by the SEC for amendments to the Registration Statement or Prospectus;
(ii) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose;
(iii) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading;
(iv) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus which may from time to time be filed with the SEC;
(v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise or to suspend the redemption of Shares of any Fund at any time as permitted by the 1940 Act or the rules of the SEC; and
(vi) of the commencement of any litigation or proceedings against the Client or any of its officers or trustees in connection with the issue and sale of any of the Shares.
D. The Client shall file such reports and other documents as may be required under applicable federal and state laws and regulations, including state blue sky laws, and shall notify the Distributor in writing of the states in which the Shares may be sold and of any changes to such information.
E. The Client agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.
F. The Client shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares. In addition, the Client shall keep the Distributor fully informed of its affairs and shall provide to the Distributor from time to time copies of all information, financial statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including, without limitation, certified copies of any financial statements prepared for the Client by its independent public accountants and such reasonable number of copies of the most current Prospectus, statement of additional information and annual and interim reports to shareholders as the Distributor may request. The Client shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Client represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.
G. The Client shall provide, and cause each other agent or service provider to the Client, including the Clients transfer agent and investment adviser, to provide, to Distributor in a timely and accurate manner all such information (and in such reasonable medium) that the Distributor may reasonably request that may be necessary for the Distributor to perform its duties under this Agreement.
H. The Client shall not file any amendment to the Registration Statement or Prospectus that amends any provision therein which pertains to Distributor, the distribution of the Shares or the applicable sales loads or public offering price without giving Distributor reasonable advance notice thereof; provided, however, that nothing contained in this Agreement shall in any way limit the Clients right to file at any time such amendments to the Registration Statement or Prospectus, of whatever character, as the Client may deem advisable, such right being in all respects absolute and unconditional.
I. The Client has adopted policies and procedures pursuant to Title V of the Gramm-Leach-Bliley Act, as may be modified from time to time. In this regard, the Client (and relevant agents) shall have in place and maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent the unauthorized access to or use of, records and information relating to the Client and the owners of the Shares.
4. Representations, Warranties and Covenants of the Distributor .
A. The Distributor hereby represents and warrants to the Client, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:
(i) it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder;
(ii) this Agreement has been duly authorized, executed and delivered by the Distributor and, when executed and delivered, will constitute a valid and legally binding obligation of the Distributor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties;
(iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, operating agreement or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; and
(iv) it is registered as a broker-dealer under the 1934 Act and is a member in good standing of FINRA.
B. In connection with all matters relating to this Agreement, the Distributor will comply with the applicable requirements of the 1933 Act, the 1934 Act, the 1940 Act, the regulations of FINRA and all other applicable federal or state laws and regulations.
C. The Distributor shall promptly notify the Client of the commencement of any litigation or proceedings against the Distributor or any of its managers, officers or trustees in connection with the issue and sale of any of the Shares.
5. Compensation .
A. In consideration of the Distributors services in connection with the distribution of Shares of each Fund and Class thereof, the Distributor shall receive the compensation set forth in Exhibit B.
B. Except as specified in Section 5A, the Distributor shall be entitled to no compensation or reimbursement of expenses for services provided by the Distributor pursuant to this Agreement. The Distributor may receive compensation from [name of Adviser] (Adviser) related to its services hereunder or for additional services all as may be agreed to between the Adviser and the Distributor.
6. Expenses .
A. The Client or the Adviser shall bear all costs and expenses in connection with registration of the Shares with the SEC and the applicable states, as well as all costs and expenses in connection with the offering of the Shares and communications with shareholders of its Funds, including but not limited to (i) fees and disbursements of its counsel and independent public accountants; (ii) costs and expenses of the preparation, filing, printing and mailing of Registration Statements and Prospectuses and amendments thereto, as well as related advertising and sales literature, (iii) costs and expenses of the preparation, printing and mailing of annual and interim reports, proxy materials and other communications to shareholders of the Funds; and (iv) fees required in connection with the offer and sale of Shares in such jurisdictions as shall be selected by the Client pursuant to Section 3(D) hereof.
B. The Distributor shall bear the expenses of registration or qualification of the Distributor as a dealer or broker under federal or state laws and the expenses of continuing such registration or qualification. The Distributor does not assume responsibility for any expenses not expressly assumed hereunder.
7. Indemnification .
A. The Client shall indemnify, defend and hold the Distributor, its affiliates and each of their respective members, managers, trustees, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the 1933 Act (collectively, the Distributor Indemnitees), free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, Losses) that any Distributor Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or relating to (i) the Distributor serving as distributor of the Funds pursuant to this Agreement; (ii) the Clients breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (iii) the Clients failure to comply with any applicable securities laws or regulations; or (iv) any claim that the Registration Statement, Prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Client (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the 1933 Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Funds are sold, provided, however, that the Clients obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, Prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Client or its counsel by the Distributor in writing and acknowledging the purpose of its use. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Client or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.
The Clients agreement to indemnify the Distributor Indemnitees with respect to any action is expressly conditioned upon the Client being notified of such action or claim of loss brought against any Distributor Indemnitee, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon such Distributor Indemnitee, unless the failure to give notice does not prejudice the Client. Such notification shall be given by letter or by telegram addressed to the Clients President, but the failure so to notify the Client of any such action shall not relieve the Client from any liability which the Client may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, or alleged omission, otherwise than on account of the Clients indemnity agreement contained in this Section 7(A).
B. The Client shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Client elects to assume the defense, such defense shall be conducted by counsel chosen by the Client and approved by the Distributor, which approval shall not be unreasonably withheld. In the event the Client elects to assume the defense of any such suit and retain such counsel, the Distributor Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Client does not elect to assume the defense of any such suit, or in case the Distributor does not, in the exercise of reasonable judgment, approve of counsel chosen by the Client or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Client and the Distributor Indemnitee(s), the Client will reimburse the Distributor Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by Distributor and them. The Clients indemnification agreement contained in Sections 7(A) and 7(B) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Distributor Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This agreement of indemnity will inure exclusively to the Distributors benefit, to the benefit of each Distributor Indemnitee.
C. The Client shall advance attorneys fees and other expenses incurred by a Distributor Indemnitee in defending any claim, demand, action or suit which is the subject of a claim for indemnification pursuant to this Section 7 to the maximum extent permissible under applicable law.
D. The Distributor shall indemnify, defend and hold the Client, its affiliates, and each of their respective trustees, officers, employees, representatives, and any person who controls or previously controlled the Client within the meaning of Section 15 of the 1933 Act (collectively, the Client Indemnitees), free and harmless from and against any and all Losses that any Client Indemnitee may incur under the 1933 Act, the 1934 Act, the 1940 Act, any other statute (including Blue Sky laws) or any rule or regulation thereunder, or under common law or otherwise, arising out of or based upon (i) the Distributors breach of any of its obligations, representations, warranties or covenants contained in this Agreement; (ii) the Distributors failure to comply with any applicable securities laws or regulations; or (iii) any claim that the Registration Statement, Prospectus, sales literature and advertising materials or other information
filed or made public by the Client (as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements not misleading, insofar as such statement or omission was made in reliance upon, and in conformity with, information furnished to the Client by the Distributor in writing. In no event shall anything contained herein be so construed as to protect the Client against any liability to the Distributor to which the Client would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under this Agreement or by reason of its reckless disregard of its obligations under this Agreement.
The Distributors agreement to indemnify the Client Indemnitees is expressly conditioned upon the Distributors being notified of any action or claim of loss brought against a Client Indemnitee, such notification to be given by letter or telegram addressed to the Distributors President, within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Client Indemnitee, unless the failure to give notice does not prejudice the Distributor. The failure so to notify the Distributor of any such action shall not relieve the Distributor from any liability which the Distributor may have to the person against whom such action is brought by reason of any such untrue, or alleged untrue, statement or omission, otherwise than on account of the Distributors indemnity agreement contained in this Section 7(D).
E. The Distributor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such Losses, but if the Distributor elects to assume the defense, such defense shall be conducted by counsel chosen by the Distributor and approved by the Client Indemnitee, which approval shall not be unreasonably withheld. In the event the Distributor elects to assume the defense of any such suit and retain such counsel, the Client Indemnitee(s) in such suit shall bear the fees and expenses of any additional counsel retained by them. If the Distributor does not elect to assume the defense of any such suit, or in case the Client does not, in the exercise of reasonable judgment, approve of counsel chosen by the Distributor or, if under prevailing law or legal codes of ethics, the same counsel cannot effectively represent the interests of both the Distributor and the Client Indemnitee(s), the Distributor will reimburse the Client Indemnitee(s) in such suit, for the fees and expenses of any counsel retained by the Client and them. The Distributors indemnification agreement contained in Sections 7(D) and (E) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Client Indemnitee(s), and shall survive the delivery of any Shares and the termination of this Agreement. This Agreement of indemnity will inure exclusively to the Clients benefit, to the benefit of each Client Indemnitee.
F. No person shall be obligated to provide indemnification under this Section 6 if such indemnification would be impermissible under the 1940 Act, the 1933 Act, the 1934 Act or the rules of the FINRA; provided, however, in such event indemnification shall be provided under this Section 7 to the maximum extent so permissible.
8. Limitations on Damages . Neither Party shall be liable for any consequential, special or indirect losses or damages suffered by the other Party, whether or not the likelihood of such losses or damages was known by the Party.
9. Force Majeure . Neither Party shall be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including, without limitation, Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster); action or inaction of civil or military authority; acts of foreign enemies; war; terrorism; riot; insurrection; sabotage; epidemics; labor disputes; civil commotion; or interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; provided, however, that in each specific case such circumstance shall be beyond the reasonable control of the party seeking to apply this force majeure clause.
10. Duration and Termination .
A. This Agreement shall become effective with respect to each Fund listed on Exhibit A hereof as of the date hereof and, with respect to each Fund not in existence on that date, on the date an amendment to Exhibit A to this Agreement relating to that Fund is executed. Unless sooner terminated as provided herein, this Agreement shall continue in effect for two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue automatically in effect as to each Fund for successive one-year periods, provided such continuance is specifically approved at least annually by (i) the Clients Board or (ii) the vote of a majority of the outstanding voting securities of a Fund, in accordance with Section 15 of the 1940 Act.
B. Notwithstanding the foregoing, this Agreement may be terminated, without the payment of any penalty, with respect to a particular Fund (i) through a failure to renew this Agreement at the end of a term or (ii) upon mutual consent of the parties. Further, this Agreement may be terminated upon no less than 60 days written notice, by either the Client through a vote of a majority of the members of the Board who are not interested persons, as that term is defined in the 1940 Act, and have no direct or indirect financial interest in the operation of this Agreement or by vote of a majority of the outstanding voting securities of a Fund, or by the Distributor.
C. This Agreement will automatically terminate (1) in the event of its assignment or (2) if the Distributor ceases to be registered as a broker-dealer with the SEC.
11. Anti-Money Laundering Compliance .
A. Each of Distributor and Client 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.
B. The Distributor shall include specific contractual provisions regarding anti-money laundering compliance obligations in agreements entered into by the Distributor with any broker-dealer or other financial intermediary that is authorized to effect transactions in Shares of the Funds.
C. Each of Distributor and Client 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). Distributor undertakes that it will grant to the Client, the Clients anti-money laundering compliance officer and appropriate regulatory agencies, reasonable access to copies of Distributors AML Operations, and related books and records to the extent they pertain to the Distributors services hereunder. It is expressly understood and agreed that the Client and the Clients compliance officer shall have no access to any of Distributors AML Operations, books or records pertaining to other clients or services of Distributor.
12. Privacy . In accordance with Regulation S-P, the Distributor will not disclose any non-public personal information, as defined in Regulation S-P, received from the Client or any Fund regarding any Fund shareholder; provided, however, that the Distributor may disclose such information to any party as necessary in the ordinary course of business to carry out the purposes for which such information was disclosed to the Distributor. The Distributor shall have in place and 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 and customers of the Funds.
The Client represents to the Distributor that it has adopted a Statement of its privacy policies and practices as required by Securities and Exchange Commission Regulation S-P and agrees to provide to the Distributor a copy of that statement annually. The Distributor agrees to use reasonable precautions to protect, and prevent the unintentional disclosure of, such non-public personal information.
13. Confidentiality . During the term of this Agreement, the Distributor and the Client may have access to confidential information relating to such matters as either partys business, trade secrets, systems, procedures, manuals, products, contracts, personnel, and clients. As used in this Agreement, Confidential Information means information belonging to the Distributor or the Client which is of value to such party and the disclosure of which could result in a competitive or other disadvantage to either party, including, without limitation, financial information, business practices and policies, know-how, trade secrets, market or sales information or plans, customer lists, business plans, and all provisions of this Agreement. Confidential Information does not include: (i) information that was known to the receiving Party before receipt thereof from or on behalf of the Disclosing Party; (ii) information that is disclosed to the Receiving Party by a third person who has a right to make such disclosure without any obligation of confidentiality to the Party seeking to enforce its rights under this Section; (iii) information that is or becomes generally known in the trade without violation of this Agreement
by the Receiving Party; or (iv) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Partys information.
Each party will protect the others Confidential Information with at least the same degree of care it uses with respect to its own Confidential Information, and will not use the other partys Confidential Information other than in connection with its obligations hereunder. Notwithstanding the foregoing, a party may disclose the others Confidential Information if (i) required by law, regulation or legal process or if requested by any agency with jurisdiction over the Distributor or Client; (ii) it is advised by counsel that it may incur liability for failure to make such disclosure; (iii) requested to by the other party; provided that in the event of (i) or (ii) the disclosing party shall give the other party reasonable prior notice of such disclosure to the extent reasonably practicable and cooperate with the other party (at such other partys expense) in any efforts to prevent such disclosure.
14. Notices . Any notice required or permitted to be given by any party to the others shall be in writing and shall be deemed to have been given on the date delivered personally or by courier service or 3 days after sent by registered or certified mail, postage prepaid, return receipt requested or on the date sent and confirmed received by facsimile transmission to the other partys address as set forth below:
Notices to the Distributor shall be sent to:
BHIL Distributors, LLC
Attn: Legal Department
Three Canal Plaza, Suite 100
Portland, Maine 04101
Fax: (207) 553-7151
notices to the Client shall be sent to:
One Beacon Street
Boston, MA 02108
15. Modifications . The terms of this Agreement shall not be waived, altered, modified, amended or supplemented in any manner whatsoever except by a written instrument signed by the Distributor and the Client. If required under the 1940 Act, any such amendment must be approved by the Clients Board, including a majority of the Clients Board who are not interested persons, as such term is defined in the 1940 Act, of any party to this Agreement, by vote cast in person at a meeting for the purpose of voting on such amendment.
16. Governing Law . This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.
17. Entire Agreement . This Agreement constitutes the entire agreement between the Parties hereto and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
18. Survival . The provisions of Sections 5, 6, 7, 8, 13 and 14 of this Agreement shall survive any termination of this Agreement.
19. Limitation of Liability to Trust Property . It is expressly agreed that the obligations of the Client hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Client personally, but bind only the property of the Client, as provided in the Declaration of Trust. The execution and delivery of this Agreement have been authorized by the trustees of the Client and signed by officers of the Client, acting as such, and such authorization by such trustees nor such execution and delivery by such officers 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 property of the Client. A copy of the Agreement and Declaration of Trust is on file with the Secretary of the State of Ohio.
20. Miscellaneous . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. Any provision of this Agreement which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors.
21. Counterparts . This Agreement may be executed by the Parties hereto in any number of counterparts, and all of the counterparts taken together shall be deemed to constitute one and the same document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by a duly authorized officer on one or more counterparts as of the date first above written.
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BHIL DISTRIBUTORS, LLC |
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By: |
/s/ Mark Fairbanks |
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The Boston Trust & Walden Funds |
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By: |
/s/ Lucia Santini |
EXHIBIT A
Fund Names
This Exhibit A shall apply to the Shares of the Funds in the Trust as listed below and any other series that may be started in the future, as reflected by amendment to this list:
Boston Trust Asset Management Fund (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 Small Cap Fund
Walden SMID Cap Fund
Walden International Equity Fund
EXHIBIT B
Compensation
Not Applicable
Exhibit 99.B(e)(2)
Distribution Agreement
THIS DISTRIBUTION AGREEMENT (Agreement) is by and between BHIL Distributors, LLC (the Distributor) and The Boston Trust & Walden Funds (Fund Company).
WHEREAS, a majority of the interests of Foreside Financial Group, LLC, the indirect parent of the Distributor are being sold to LM Foreside Holdings LLC (the Transaction).
Effective as of the closing of the Transaction, the Fund Company, on behalf of each series thereof (each a Fund and collectively, the Funds), and the Distributor hereby enter into this Agreement on terms identical to those of the Distribution Agreement between the parties effective as of August 12, 2016 (the Existing Agreement) except as noted below. Capitalized terms used herein without definition have the meanings given them in the Existing Agreement.
Unless sooner terminated as provided herein, this Agreement shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Funds board of trustees or (ii) by a vote of a majority (as defined in the Investment Company Act of 1940 Act, as amended (1940 Act) and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, provided that in either event the continuance is also approved by a majority of the trustees who are not parties to this Agreement and who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days written notice, by the Funds board of trustees, by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Funds, or by Distributor. This Agreement may be terminated with respect to one or more Funds, or with respect to the entire Fund Company. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder).
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the closing date of the Transaction.
BHIL DISTRIBUTORS, LLC |
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THE BOSTON TRUST & WALDEN FUNDS |
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By: |
/s/ Richard J. Berthy |
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By: |
/s/ Lucia Santini |
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Richard J. Berthy, President |
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Name: Lucia Santini |
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Title: President |
Exhibit-99.B(i)(2)
April 13, 2017
The Boston Trust & Walden Funds
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
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. 148 to the Registration Statement for The Boson Trust & Walden Funds (the Legal Opinion). We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 158 to the Registration Statement (the Amendment), and consent to all references to us in the Amendment.
Very truly yours, |
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/s/ Thompson Hine LLP |
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Thompson Hine LLP |
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Exhibit-99.B(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 27, 2017, relating to the financial statements and financial highlights of The Boston Trust & Walden Funds for the period ended December 31, 2016, and to the references to our firm under the headings Financial Highlights in the Prospectus and Independent Registered Public Accounting Firm and Financial Statements in the Statement of Additional Information.
Cohen & Company, Ltd.
Cleveland, Ohio
April 13, 2017
Exhibit 99.B(h)(1)
SERVICES AGREEMENT
THE BOSTON TRUST & WALDEN FUNDS
and
CITI FUND SERVICES OHIO, INC.
TABLE OF CONTENTS
1. |
DEFINITIONS |
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2. |
SERVICES AND RELATED TERMS AND CONDITIONS |
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3. |
INSTRUCTIONS |
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4. |
COMPLIANCE WITH LAWS; ADVICE |
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5. |
COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY |
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6. |
SCOPE OF RESPONSIBILITY |
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7. |
INDEMNITY |
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8. |
FEES AND EXPENSES |
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9. |
REPRESENTATIONS |
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10. |
TERM AND TERMINATION |
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11. |
GOVERNING LAW AND ARBITRATION |
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12. |
MISCELLANEOUS |
Schedule 1 |
Definitions |
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Schedule 2 |
Services |
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Schedule 3 |
Dependencies |
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Schedule 4 |
Fees and Expenses |
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Schedule 5 |
List of Funds |
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Schedule 6 |
Cut Off Times |
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Schedule 7 |
Market and Reference Data |
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Schedule 8 |
Service Level Standards |
THIS SERVICES AGREEMENT is made on June 30, 2016 (the Effective Date ), by and between The Boston Trust & Walden Funds, a Massachusetts business trust (the Client ) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the Service Provider and, with the Client, the Parties ).
1. DEFINITIONS
Schedule 1 contains capitalized terms that have the meanings set forth therein. Other capitalized terms used but not defined in Schedule 1 will have the meanings set forth herein.
2. SERVICES AND RELATED TERMS AND CONDITIONS
(A) Services . The Services are described in Schedule 2 (the Services Schedule ). The Service Provider will perform the Services in accordance with and subject to the terms of this Agreement for the funds listed on Schedule 5 (the Funds ) starting on the Effective Date and ending on the final day of the Term. The Services will be provided only on Business Days, and any functions or duties normally scheduled to be performed on any day that is not a Business Day will be performed on, and as of, the next Business Day.
(B) Service Changes . The Service Provider will be obliged to perform only those Services set forth in the Services Schedule. The Service Provider will not be obliged to change the Services unless it has agreed to do so pursuant to an amendment to the Services Schedule. The Service Provider will reasonably accommodate requests to change the Services that the Service Provider determines in good faith to be non-material taking into account the effort and costs required to effect the requested change; the Client recognizes that isolated requests for changes or adjustments, when combined with other such requests, may in the aggregate have a material effect. Any change to the Services agreed by the Service Provider (a Service Change ) will be set forth in an amendment to the Services Schedule signed by both Parties; each such amendment will specify (i) the timeline and dependencies, and the parties respective obligations, for implementing the Service Change and (ii) any implementation or additional ongoing fees and expenses that may be required to effect such Service Change. The foregoing process is the Change Control Process .
(C) Provision of Information; Cooperation . In order to permit the Service Provider to provide the Services, the Client agrees to provide, and to cause each other agent or current or immediately preceding service provider to the Client to provide, to the Service Provider the information (and in such reasonable medium) that the Service Provider may reasonably request in connection with the Services and this Agreement, including, without limitation, any Organic Documents, Offering Documents and Policies and Procedures of the Client and any amendments thereto. Client requests to make a material change to the Services necessitated by a change to the Clients Organic Documents, Offering Documents or such Policies and Procedures or a change in applicable Law will be effective only upon execution by the parties of an amendment to the Services Schedule, as contemplated by the Change Control Process.
(D) Dependencies . Without prejudice to Section 6(B), the Service Provider will not be liable to the Client or any other Person for any failure to provide any Service in the following circumstances: (i) if any Dependency set forth in Schedule 3 is not met through no fault of the Service Provider; (ii) if the failure is at the written request or with the written consent of an Authorized Person; (iii) if any Law to which the Service Provider is subject prohibits or limits the performance of the Services; and/or (iv) if the failure results from a Force Majeure Event. However, Service Provider shall have in place a demonstrably rigorous and commercially reasonable business continuation plan structured to address and significantly mitigate the impacts of Force Majeure and shall use commercially reasonable efforts to implement the business continuation plan and to mitigate the impacts of force Majeure.
Notwithstanding the foregoing, the Service Provider will nevertheless use reasonable efforts to provide the Services while any of the circumstances specified in this Section 2(D) subsist. For purposes hereof, Force Majeure Event means any event due to any cause beyond the reasonable control of the Service Provider or,
as applicable, any Administrative Support Provider, such as unavailability of communications systems or pricing information, sabotage, fire, flood, explosion, acts of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war or acts of government, or suspension or disruption of any relevant stock exchange or securities clearance system or market. The Service Provider will use reasonable efforts to minimize the adverse effects to the Client of any Force Majeure Event. If either party is delayed by Force Majeure , said party shall provide reasonable notice that there will be delay or non-delivery of reports or services. Such delay shall cease as soon as practicable and written notification of same shall be provided. Client reserves the right, at its own expense, to obtain or purchase services from the best available source during the time of Force Majeure , and the Service Provider shall have no recourse against the Client. Notwithstanding the foregoing, or the provisions of Section 10, and without prejudice to any claims that Client may have against the Service Provider, Client may terminate this Agreement with immediate effect, without penalty, if Service Provider is unable to provide the Services contemplated by this Agreement for 10 business days due to a Force Majeure Event.
(E) Information and Data Sources; Liability for Third Parties . For purposes of this Agreement:
(i) as between the Client and the Service Provider, the Client is responsible for the accuracy and completeness of (A) the information contained in the Organic Documents, Offering Documents and any Policies and Procedures submitted to the Service Provider pursuant to Section 2(C) above and (B) any data submitted to the Service Provider for processing by the Client or its employees, agents and subcontractors (other than the Service Provider), general and limited partners (if any) and predecessor service providers, including information and data submitted by (1) any investment adviser providing services or acting for the benefit of the Client ( Investment Advisers ) or (2) any intermediaries or distributors, or their agents, acting for the benefit of the Client or its Customers ( Intermediaries ). The Service Provider may charge the Client for additional work required to re-process any such incorrect data at its standard hourly rates or as set forth in the Fee Schedule;
(ii) Subject to Sections 2(D) and 6, the Service Provider is responsible for the accuracy and completeness of any data prepared and/or produced by the Service Provider or its employees, agents or subcontractors (other than Non-Discretionary Subcontractors);
(iii) the Service Provider will not be responsible for the errors or failures to act of, or the inaccuracy of any data supplied by, (A) securities pricing services, (B) clearance or settlement systems, (C) custodians that hold the assets of the Client or its Customers ( Custodians ), (D) any Persons specified in Section (E)(i) above, (E) any Persons who possess information about Client or its Customers reasonably necessary for the Service Provider to provide the Services and with whom the Service Provider is required to engage or contract in order to receive such information, including, without limitation, agents of Investment Advisers, Intermediaries, or Custodians; and (F) third parties engaged by the Service Provider at the request of the Client to provide services to or for the benefit of the Client or its Customers ( Non-Discretionary Subcontractors ), and such Persons will not be considered agents or subcontractors of the Service Provider for purposes of this Agreement; and
(iv) the Service Provider is permitted to appoint agents and subcontractors to perform any of the duties of the Service Provider under this Agreement ( Administrative Support Providers ). The Service Provider will use reasonable care in the selection and continued appointment of Administrative Support Providers.
(F) Other Services and Activities . The Client acknowledges that Service Provider and its affiliates may provide services, including administration, advisory, banking and lending, broker dealer and other financial services, to other Persons. Because the Service Provider may be prohibited under applicable Law or contractually from disclosing to the Client any fact or thing that may come to the knowledge of the Service Provider or such affiliates in the course of providing such services, neither the Service Provider nor such affiliates will be required or expected under this Agreement to do so. Subject to compliance with its confidentiality
obligations hereunder, the Service Provider may acquire, hold or deal with, for its own account or for the account of other Persons, any shares or securities in which the Client is authorized to invest (for itself or its Customers), and the Service Provider will not be required to account to the Client for any profit arising therefrom.
(G) Service Standards. The Service Provider shall perform the Services in accordance with the standards set forth in Schedule 8 and Section 6. For the avoidance of doubt, the standards set forth in Schedule 8 are intended by the parties to help ensure service quality.
3. INSTRUCTIONS
(A) Medium of Transmission . Instructions may be transmitted manually or through any electronic medium, as agreed by the Parties or, absent such agreement, consistent with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction in which the Service Provider performs services under this Agreement.
(B) Security Procedures . The Client will comply with reasonable security procedures designed by the Service Provider to verify the origination of Instructions (the Security Procedures ). The Service Providers sole obligation will be to comply with what is contained in the Security Procedures to establish the identity or authority of any Authorized Person to send any Instruction. The Service Provider is not responsible for errors or omissions made by the Client or resulting from fraud or the duplication of any Instruction by the Client. The Service Provider may act on an Instruction if it reasonably believes it contains sufficient information.
(C) Requests for Instructions . The Service Provider may request Instructions from an Authorized Person and may refuse to act if such refusal is permitted by this Agreement or otherwise reasonable under the circumstances, including when the Service Provider reasonably doubts the contents, authorization, origination or compliance with any Security Procedures or applicable Law of an Instruction, and will promptly notify the Client of its decision.
(D) Reliance . The Service Provider may rely on the authority of each Authorized Person until the Service Provider has received notice acceptable to it of any change from the Client or any other Authorized Person and the Service Provider has had a reasonable time to act (after which time it may rely on the change). The Service Provider may assume that any Instruction does not conflict with any Law or the Organic Documents or Offering Documents applicable to the Client.
(E) Cut Off Times . The Service Provider is only obligated to act on Instructions received prior to applicable cut-off times listed in Schedule 6 . Instructions are to be given in the English language unless the Service Provider otherwise agrees in writing.
(F) Deemed Delivery Unless shown to have been received earlier, such notice, instruction or other instrument shall be deemed to have been delivered, in the case of personal delivery, at the time it is left at the premises of the party, in the case of a registered letter at the expiration of five (5) business days after posting and, in the case of fax or electronic means, immediately on dispatch; provided that, if any document is sent by fax or electronic means outside normal business hours, it shall be deemed to have been received at the next time after delivery when normal business hours commence. Evidence that the notice, instruction, or other instrument was properly addressed, stamped, and put into the post shall be conclusive evidence of posting. In proving the service of notice sent by fax or electronic means it shall be sufficient to prove that the fax or electronic communication was properly transmitted.
4. COMPLIANCE WITH LAWS; ADVICE
(A) Compliance . The Service Provider will comply in all material respects with all Laws that it is subject to. The Client will comply in all material respects with all Laws applicable to the subject matter of the Services and the Clients receipt of the Services. Nothing in this Agreement will oblige either Party to take any action
that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.
(B) No Fiduciary etc . The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the Funds independent accountants or auditors.
(C) Laws Applicable to the Client . Except as specifically set forth in the Services Schedule, the Service Provider assumes no responsibility for compliance by the Client with any Laws applicable to the Client; and, notwithstanding any other provision of this Agreement to the contrary, the Service Provider assumes no responsibility for compliance by the Client or the Service Provider with the Laws of any jurisdiction other than those governing this Agreement.
(D) Advice of Experts . About any matter related to the Services, the Service Provider may seek advice from counsel or independent accountants of its own choosing (who may provide such services to either Party). Any costs related to such advice from external counsel or independent accountants will be borne by the Client Notwithstanding the above, Service Provider may not incur expenses exceeding $2,500 without the prior written authorization of the Client, provided that such authorization shall not be required if Service Provider intends to pay for such advice itself. The Service Provider will not be liable if it relies on advice of reputable counsel or independent accountants.
5. COMMUNICATIONS; RECORDS AND ACCESS; CONFIDENTIALITY; PUBLICITY
(A) Communications and Statements. Communications, notices and invoices from the Service Provider may be sent or made available by electronic form and not in hard copy. The Client will notify the Service Provider promptly in writing of anything incorrect in an invoice or periodic accounting or other report (a Report ) within sixty (60) days from the date on which the Report is sent or made available to the Client. Reports to which the Client has not objected within this time period will be deemed accepted by the Client, unless an error in such Report is found during an audit of a Fund.
(B) Records and Access. Subject to applicable Law, the Service Provider will allow the Client and its independent public accountants, agents or regulators reasonable access to those records of the Client maintained by the Service Provider and relating to the Services ( Client Records ) as are reasonably requested by the Client in connection with an examination or internal audit of the books and records pertaining to the affairs of the Client, and will seek to obtain such access from each agent or subcontractor of the Service Provider that maintains Client Records. Service Provider shall retain such records for a rolling six year period up to the termination date, with any period following the termination date covered by Section 10(c)(ii). At no additional cost other than reimbursement of Service Providers out of pocket expenses, these records, including materials generated under the Agreement shall be subject at all reasonable time to inspection, review, or audit by Client, and its independent public accountants, agents or regulators authorized by law, rule, regulation, or agreement. Upon termination of this Agreement, the Service Provider may retain archival copies of Client Records.
(C) Confidentiality . The Service Provider will maintain reasonable controls consistent with, and shall treat, all Confidential Information related to the Client as confidential. The Client, on behalf of itself and on behalf of its employees, agents, subcontractors and Customers, authorizes the transfer or disclosure of any Confidential Information relating to the Client to and between the branches, subsidiaries, representative offices, affiliates and Administrative Support Providers of the Service Provider and third parties selected by any of them, wherever situated, for confidential use in connection with the provision of the Services (including for data processing, statistical and risk analysis purposes), and further acknowledges that any such branch, subsidiary, representative office, affiliate, agent or third party may transfer or disclose any such information (i) to the applicable Customer and the Customers accountants, (ii) to the Clients Investment Advisers, Intermediaries, Custodians and other service providers, (iii) to the Clients tax authorities and
applicable regulators incident to the delivery of any tax filing or reporting services provided under this Agreement, and (iv) as required by any Governmental Authority or pursuant to applicable Law.
(D) Proprietary Information .
(i) The Client acknowledges that the databases, computer programs, screen formats, report formats, interactive design techniques, and documentation manuals maintained by the Service Provider and/or its affiliates or Administrative Support Provider constitute copyrighted, trade secret, or other proprietary information (collectively, Proprietary Information ) of substantial value to the Service Provider or each such third party. The Client agrees to treat all Proprietary Information as proprietary to the Service Provider or such third parties and further agrees that it will not divulge any Proprietary Information or Confidential Information related to Citigroup Organization to any Person or organization or use such information for any purpose, except to receive the Services or as may be specifically permitted under this Agreement or as required under applicable Law. Subject to applicable Law, the Client will treat the terms of this Agreement, including any Fee Schedule, as Confidential Information. Notwithstanding the foregoing, Client may divulge any such Proprietary Information to its agents, accountants, attorneys or auditors.
(ii) Without limitation of the obligations of the Service Provider under Section 5(C), the Service Provider acknowledges that any Customer list and all information related to Customers furnished to or maintained by the Service Provider in connection with this Agreement (collectively, Customer Data ), the unique investment methods utilized by a Client ( Investment Methods ) and the identities of the portfolio holdings at any time and from time to time of the Client ( Portfolio Data ) constitute proprietary information of substantial value to the Client. The Service Provider agrees to treat, and to require its employees and Administrative Support Providers to treat, all Customer Data, Investment Methods and Portfolio Data as proprietary to the Client and further agrees that it will not divulge any Customer Data, Investment Methods or Portfolio Data to any Person or organization without the Clients written consent, except as may be specifically permitted under this Agreement. Service Provider agrees to promptly notify Client of any breach resulting in the unauthorized disclosure of Customer Data to any third party.
(E) Market or Reference Data . The Client acknowledges that Market or Reference Data sourced from Market or Reference Data Vendors may be subject to various conditions, disclaimers and restrictions imposed on the Service Provider and persons who use or access such Market or Reference Data through the Service Provider, including the Client. Accordingly, the Client acknowledges and agrees with the Service Provider, and for the benefit of such Market or Reference Data Vendors, as follows:
(i) Although the Service Provider shall use reasonable efforts to cause Market or Reference Data Vendors to provide the Service Provider with Market or Reference Data for distribution to the Client, the provision of Market or Reference Data by the Service Provider to the Client is contingent on the continued effectiveness of the applicable underlying license agreement(s) between the Service Provider and the applicable Market or Reference Data Vendors (each an Underlying License Agreement ) and compliance by the Client with the terms of this Agreement.
(ii) To the extent practicable, the Service Provider shall provide reasonable advance written notice to the Client (which may be in the form of a hyperlink to a web site) of (i) if the use of Market or Reference Data Vendor is specifically requested by the Client, the termination of the Underlying License Agreement with respect thereto, or (ii) any conditions or restrictions, in addition those set forth in this clause 10(E) and in Schedule 7 of this Agreement, from time to time applicable to the Clients use of Market or Reference Data imposed by any Market or Reference Data Vendors ( Market or Reference Data Conditions ). Market or Reference Data Conditions may include the requirement that the Client enter into an agreement with a Market or Reference Data Vendor. The Client hereby accepts the Market or Reference Data Conditions set forth in this Agreement (including Schedule 7 hereto). Until the Client delivers written notice that it does not accept Market or Reference Data Conditions that are
set out in Schedule 7 , the Client shall be deemed to have accepted such Market or Reference Data Conditions about which it has been notified, provided that acceptance of a requirement that the Client enter into an agreement with a Market or Reference Data Vendor shall be deemed to occur only when the Client enters into such an agreement. Upon rejection by Client of any Market or Reference Data Conditions, the Client shall promptly cease using the applicable Market or Reference Data. Upon receipt of notice of termination of an Underlying License Agreement, the Client shall cease using the applicable Market or Reference Data.
(iii) The termination of an Underlying License Agreement or of the Clients rights to use Market or Reference Data may adversely affect the Services, and in such event any Service Provider obligation to provide such Market or Reference Data (or related data or reports) as part of the Services shall be terminated. In such event, the Parties shall work cooperatively and in good faith to implement alternative sources for Market or Reference Data, subject to the Change Control Process.
(iv) Market or Reference Data Vendors make no warranties, express or implied, as to merchantability, accuracy, fitness for purpose, availability, completeness, timeliness or sequencing, or any other matter, in respect of Market or Reference Data used by the Service Provider to provide the Services, and neither does the Service Provider.
(v) Market or Reference Data Vendors shall have no liability whatsoever to the Client in respect of Market or Reference Data used by the Service Provider to provide the Services.
(vi) No copyright or any other intellectual property rights in the Market or Reference Data used or provided by the Service Provider to provide the Services are transferred to the Client.
(vii) The Client shall not use Market or Reference Data for any illegal purpose or in any manner not specifically authorized by this Agreement.
(viii) The Client is only entitled to use or disseminate Market or Reference Data provided to it by the Service Provider as set out in Schedule 7 . Except as specifically permitted in Schedule 7 , the Client shall not, and shall ensure that its Affiliates and its or their officers, employees and Agents shall not (i) use the Market or Reference Data for any other purpose, or (ii) publish, disclose, distribute, give access to, broadcast, use or offer the Market or Reference Data to any third party. The foregoing limited rights to use Market or Reference Data shall terminate automatically upon any termination of this Agreement.
(F) Use of Name . Without the written consent of the Client, the Service Provider may use the name of the Client only (A) to sign any necessary letters or other documents for and on behalf of the Client incident to the delivery of the Services and (B) in client lists used for marketing purposes. Subject to the foregoing, neither Party will publicly display the name, trade mark or service mark of the other without the prior written approval of the other, nor will the Client display that of the Service Provider or any subsidiary of the Service Provider without prior written approval from the Service Provider or the subsidiary concerned or as required under applicable Law.
(G) Communications to Customers . Without the written approval of the Service Provider, the Client will not use the name of the Service Provider or describe the Services or the terms or conditions of this Agreement in any communication or document intended for distribution to any Customer in connection with the offering or sale by the Client of securities, products or services (an Offering Document ); nor will the Client amend any such references to the Service Provider or the terms or conditions of this Agreement in any Offering Document that has been previously approved by the Service Provider without the Service Providers written approval. The Service Provider will not unreasonably withhold, condition or delay any of the foregoing requested approvals. If the Services include the distribution by the Service Provider of notices or statements to Customers, the Service Provider may, upon advance notice to the Client, include reasonable notices describing those terms of this Agreement relating to the Service Provider and its liability and the limitations
thereon; if Customer notices are not sent by the Service Provider but rather by the Client or some other Person, the Client will reasonably cooperate with any request by Service Provider to include such notices.
(H) Privacy . Service Provider shall provide Client with such information as is reasonably requested by the Client or its Auditor to enable the Client or its Auditor to satisfy itself of Service Providers compliance with its obligations under this Section 5 of this Agreement. Notwithstanding the forgoing sentence, nothing in this paragraph shall have the effect of requiring Service Provider, its Affiliates, or Administrative Support Providers to provide information that may cause it to breach its confidentiality obligations to third parties or its respective internal data security and confidentiality policies and procedures.
Each party shall provide such information and assistance to the other party as the other party may reasonably require to enable the other party to comply with the rights of Data Subjects, or with information or information notices served by any state or federal regulator provided, that the Service Provider may charge fees and expenses related to any such requests.
(I) Due Diligence of Service Provider. Service Provider shall provide information including but not limited to its Business Continuity Program, its internal control environment, information security program, staffing and senior management changes sufficient for Client to meets its obligations to perform sufficient Service Provider Oversight required by its primary federal regulator. Additionally, Service Provider will provide a copy of the most recent independent examination of controls report designed to demonstrate reliability and trust in its services to current and potential customers (such examinations in the past may have been an SSAE audit, a Service Organization Control SOC report).
6. SCOPE OF RESPONSIBILITY.
(A) Standard of Care. The Service Provider will perform its obligations with reasonable care as determined in accordance with the standards and practices of professionals for hire providing services similar to the Services in the jurisdiction(s) in which the Service Provider performs services under this Agreement (the Standard of Care ). The Service Provider will cause each Administrative Support Provider to perform with reasonable care as determined in accordance with such standards.
(B) Responsibility for Losses . In determining whether Service Provider has breached the Standard of Care in the performance of its obligations in any given situation, the obligations imposed on Service Provider under this Agreement, the timeliness of performance (as well as any related dependencies and exculpatory provisions) and the relevant facts and circumstances shall be taken in consideration. Notwithstanding any other provision of this Agreement to the contrary, Service Provider shall only be liable to the Client for any Damages arising out of or relating to the performance or non-performance by Service Provider of its duties under this Agreement solely to the extent caused by its own negligence, fraud, or willful misconduct or that of an Administrative Support Provider.
(C) Limitations on Liability.
(i) The Service Provider is responsible for the performance of only those duties as are expressly set forth herein and in the Services Schedule. The Service Provider will have no implied duties or obligations. Each Party shall mitigate damages for which the other Party may become responsible hereunder.
(ii) The Client understands and agrees that (i) the obligations and duties of the Service Provider will be performed only by the Service Provider and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Service Provider) and (ii) the rights of the Client with respect to the Service Provider extend only to the Service Provider and, except as provided by applicable Law, do not extend to any other member of the Citigroup Organization.
(iii) Except as provided in this Agreement with regard to Administrative Support Providers, the Service Provider is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any Investment Advisers, Custodians, Intermediaries, Non-Discretionary Subcontractors or any other Person described in Section 2(E)(iii).
(iv) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE CLIENT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. SERVICE PROVIDER DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
(v) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of Service Provider to the Client for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed two times the total amount of compensation paid to Service Provider under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.
(D) MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES.
EXCEPT FOR ANY LIQUIDATED DAMAGES AGREED BY THE PARTIES RELATED TO AN UNEXCUSED TERMINATION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.
7. INDEMNITY .
(A) Indemnity by the Client . The Client will indemnify the Service Provider, its affiliates and its and their respective officers, directors, employees and representatives (each, an Indemnitee ) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Service Provider or such person in any action or proceeding between the Service Provider and the Client or between the Service Provider and any third party arising from or in connection with the performance of this Agreement (each referred to as a Loss ), imposed on, incurred by, or asserted against the Service Provider in connection with or arising out of the following:
(i) this Agreement, except any Loss resulting from the willful misconduct, fraud or negligence of the Service Provider or any Administrative Support Provider, in each case in connection with the Services; or
(ii) any alleged untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider specifically for use in the Offering Document.
(B) Indemnity by the Service Provider The Service Provider will indemnify the Client, its affiliates and its and their respective officers, directors, employees and representatives (each, an Indemnitee ) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Client or such person in any action or proceeding between the Client any third party arising from or in connection with the performance of this Agreement (each referred to as a Loss ), imposed on, incurred by, or asserted against the Client in connection with or arising out of the Service Providers (or any Administrative Support Providers) willful misconduct, fraud, or negligence in the provision of services under the Agreement.
(C) Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which a party may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Indemnitor of such assertion, and will keep the Indemnitor advised with respect to all developments concerning such claim. The Indemnitor will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Indemnitor may be required to indemnify it except with the Indemnitees prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section 7(A) hereof, in the event the Indemnitee has not secured such consent the Indemnitor will have no obligation to indemnify the Indemnitee.
8. FEES AND EXPENSES
(A) Fee Schedule . The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the Services in accordance with the terms of Schedule 4 (the Fee Schedule ), together with any other amounts payable to the Service Provider under this Agreement. For the avoidance of doubt, the Service Provider will not be responsible for the fees or expenses of, and the Client will reimburse the Service Provider for any advances or payments made by the Service Provider for the benefit of the Client incident to the proper performance of the Services to, any Investment Manager, Custodian, Non-Discretionary Subcontractor, Intermediary or any other Person listed or described in the Fee Schedule.
(B) Taxes . The Service Provider shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Client or any Customer, excluding taxes, if any, assessed against the Service Provider related to its income or assets. The foregoing clause is subject to any more detailed provisions related to sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes related to the Services or this Agreement set forth in the Fee Schedule (if any).
9. REPRESENTATIONS
(A) General. The Client and the Service Provider each represents at the date this Agreement is entered into and any Service is used or provided that:
(i) It is duly organized and in good standing in every jurisdiction where it is required so to be;
(ii) It has the power and authority to sign and to perform its obligations under this Agreement;
(iii) This Agreement is duly authorized and signed and is its legal, valid and binding obligation, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties generally;
(iv) Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;
(v) Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and
(vi) Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.
(vii) The Service Providers representations and warranties in relation to clauses 9(A)(ii), 9(A)(iv), and 9 (A)(vi) above, as relevant to the provision by Service Provider of Market or Reference Data under this Agreement, are subject to clause 5(E) of this Agreement.
(B) Client . The Client also represents as of the date this Agreement is executed by Client and any later date that a Service is used or provided that:
(i) Where it acts as an agent on behalf of any of its own Customers, whether or not expressly identified to the Service Provider from time to time, any such Customers will not be customers or indirect customers of the Service Provider;
(ii) It has not relied on any oral or written representation made by the Service Provider or any person on its behalf other than those contained in this Agreement;
(iii) Clients decision to retain the Service Provider is not conditioned on or influenced by the amount of assets that any affiliate of the Service Provider or any customers of the Service Provider or such affiliates may from time to time invest in or through the Client;
(iv) It has the power and authority to sign and perform its obligations under the Agreement; and
(v) This Agreement has been presented to, reviewed and approved by the Board of Directors or Trustees of the Funds.
(C) Service Provider . The Service Provider also represents at the date this Agreement is entered into and any Service is used or provided:
(i) it has commercially reasonable data security and business continuity controls and plans; and
(ii) it has access to the necessary facilities, equipment, and personnel to perform its duties and obligations under this Agreement.
(iii) The USA PATRIOT Act and regulations administered by the U.S. Department of Treasurys Office of Foreign Assets Control (OFAC) require certain financial institutions to adopt an anti-money laundering program to prevent and detect money laundering and terrorist financing. The Service Provider hereby certifies and agrees to certify annually in writing, or upon request, that it is materially compliant with all applicable requirements of the USA PATRIOT Act.
10. TERM AND TERMINATION
(A) Term . This Agreement will begin on the Effective Date and have an initial term ending on December 31, 2018 (the Initial Term ). Thereafter, unless otherwise terminated pursuant to Section 10(B), this Agreement shall be renewed automatically for successive one year periods ( Rollover Periods ).
(B) Termination. Subject to Section 10(C):
(i) In the event that Service Provider fails to meet the service standards set forth in Appendix A of Schedule 2 for two consecutive quarters, Client shall have the right, exercisable over the next thirty
(30) days, to terminate this Agreement upon ninety (90) days written notice to Service Provider. Any failure to meet the standard due to a circumstance outside of Service Providers control (as set forth in the Agreement) shall not be deemed a failure by Service Provider to meet its standard.
(ii) Either Party may terminate this Agreement with or without cause, by provision of a written notice of non-renewal provided at least 90 days prior to the end of the Initial Term or any Rollover Period (which notice of non-renewal will cause this Agreement to terminate as of the end of the Initial Term or such Rollover Period, as applicable).
(iii) Either Party may terminate this Agreement with cause on at least thirty (30) days written notice to the other Party if the other party has materially breached any of its obligations hereunder; provided , however , that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the breaching Party has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the other Party is insolvent or has submitted a voluntary petition for administration.
(iv) This Agreement may be further terminated by either party immediately in the event of:
(a) the winding up of or the appointment of an examiner or receiver or liquidator to the other party or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or
(b) the other party no longer being permitted or able to perform its obligations under this Agreement pursuant to applicable law or regulation.
(C) Termination-related Obligations. Related to termination of this Agreement:
(i) If the Client has terminated this Agreement without cause during the Initial Term or any Rollover Period, the Client will make a one-time cash payment to Service Provider as liquidated damages for such default, an amount equal to the balance that would be due Service Provider for its services under this Agreement during the lesser of (x) the balance of the Initial Term or any applicable Rollover Period, as the case may be, or (y) 12 months, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by Service Provider for each month would be based upon the average fees payable to Service Provider monthly during the 12 months before the date of the event that triggers such payment ( Liquidated Damages ). In the event that the Client is, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Service Provider pursuant to this Agreement, the liquidated damages provision set forth above will apply, and will be adjusted ratably if any of the events described above is partial. Any liquidated damages amount payable to Service Provider will be payable on or before the date of the event that triggers the payment obligation. Inasmuch as a default by Client will cause substantial damages to Service Provider and because of the difficulty of estimating the damages that will result, the Parties agree that the Liquidated Damages is a reasonable forecast of probable actual loss to Service Provider and that this sum is agreed to as liquidated damages and not as a penalty.
(ii) Upon notice of termination of this Agreement, for any reason whatsoever, Service Provider and Client agree to provide their committed cooperation to effect an orderly transition of Service Providers duties and responsibilities hereunder to a new service provider selected by the Client or to the Client as soon as reasonably practicable, and for a period not to exceed one hundred eighty (180) days (the Transition Period ). Further, Service Provider agrees to provide access to the Clients data and to facilitate the transfer of Clients data to a new service provider or to the Client.
During the Transition Period all terms and conditions of this Agreement including Section 2(B) shall continue to be in full force and effect. Such cooperation shall include the development and
implementation by the Parties of a conversion plan for the orderly migration of the Services. If such cooperation by Service Provider requires Service Provider to use resources in addition to the resources then regularly used in the performance of the Services, then the Client(s) shall pay Service Provider for such additional resources at commercially reasonable rates unless termination of the Agreement was the result of Service Providers breach of the Agreement.
Upon termination, the Service Provider will, at the expense and direction of the Client, transfer to the Client or any successor service provider(s) to the Client copies of all Client Records, subject to the payment by the Client of unpaid and undisputed amounts due to the Service Provider hereunder, including any Liquidated Damages. If by the termination date the Client has not given Instructions to deliver the Client Records, the Service Provider will keep the Client Records for up to six months until the Client provides Instructions to deliver the Client Records, provided that the Service Provider will be entitled to receive from the Client then-standard fees for maintaining the Client Records, including costs associated with administration of the records. Service Provider shall be entitled to destroy the Client Records if: (a) Client has not given Instructions to deliver the Client Records at the end of six months after termination or (b) if Client has not paid fees for maintaining such Client Records within thirty days of notice of such unpaid fees. The Service Provider will provide no other services to or for the benefit of the Client or any successor service provider in connection with the termination or expiration of this Agreement unless specifically agreed in writing by the Service Provider or as set forth in the Services Schedule .
(D) Surviving Terms. The rights and obligations contained in Sections 2(D), 2(E), 5(A), 5(C)-(G), 6-8, and 10-12 of this Agreement will survive the termination of this Agreement.
11. GOVERNING LAW AND ARBITRATION
(A) Governing Law. This Agreement will be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York.
(B) Arbitration. To the extent permitted by applicable law, each Party agrees that any controversy arising out of or relating to this Agreement or the Services provided hereunder, shall be resolved by arbitration conducted only at FINRA (even though neither party hereto may be a FINRA member). Should any dispute be arbitrated, judgment upon any award rendered by the arbitrators in such proceeding may be entered in any in, any state or federal court of competent jurisdiction located in the Borough of Manhattan, New York City.
(C) Sovereign Immunity. The Client and the Service Provider each irrevocably waives, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or similar grounds in respect of its obligations under this Agreement.
12. MISCELLANEOUS
(A) Entire Agreement; Amendments. This Agreement consists exclusively of this document together with any schedules and supersedes any prior agreement related to the subject matter hereof, whether oral or written, including the Administration Agreement between the Parties dated March 23, 1999 and the Fund Accounting Agreement between the Parties dated March 23, 1999. In case of inconsistency between the terms of this Agreement and the terms of any Schedule, appendix of exhibit hereto, the terms of this Agreement will prevail, provided that in the case of an inconsistency between this Agreement and the Service Schedule, the terms of the Service Schedule will prevail. Except as specified in this Agreement, this Agreement may only be modified by written agreement of the Client and the Service Provider.
(B) Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions will remain in full force and effect (as will that provision under any other law).
(C) Waiver of Rights. Subject to Section 5(A), no failure or delay of the Client or the Service Provider in exercising any right or remedy under this Agreement will constitute a waiver of that right. Any waiver of any right will be limited to the specific instance. The exclusion or omission of any provision or term from this Agreement will not be deemed to be a waiver of any right or remedy the Client or the Service Provider may have under applicable law.
(D) Recordings. The Client and the Service Provider consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.
(E) Assignment. No party may assign any of its rights or obligations under this Agreement without the others prior written consent, which consent will not be unreasonably withheld or delayed; provided that the Service Provider may make such assignment to a branch, subsidiary or affiliate.
(F) Headings . Titles to Sections of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.
(G) Counterparts . This Agreement may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.
(H) Third Party Beneficiaries or Joint Venture . There are no third party beneficiaries to this Agreement. This Agreement does not create a joint venture or partnership between the Parties.
(I) Certain Communications . The Client hereby acknowledges that it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner and accepts the risk that such delivery means may expose such information to disclosure through media and hardware that are not within the control of the Service Provider during the delivery process.
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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.
Citi Fund Services Ohio, Inc. |
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The Boston Trust & Walden Funds |
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/s/ Jay Martin |
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By: |
/s/ Lucia Santini |
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Name: Jay Martin |
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Name: Lucia Santini |
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Title: President |
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Title: President |
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Date: 1/26/2017 |
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Date: 1/25/2017 |
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Schedule 1 to Services Agreement
Definitions
Administrative Support Provider has the meaning set forth in Section 2(E)(iv) of the Agreement.
affiliate means, with respect to any Person, any other Person that is controlled by, controls, or is under common control with such Person; for purposes hereof, control of a Person means (i) ownership of, or possession of the right to vote, more than 25% of the outstanding voting equity of that person or (ii) the right to control the appointment of the board of directors, management or executive officers of that person. Notwithstanding the foregoing, the U.S. Government shall not be deemed to be an affiliate of Service Provider.
Business Day means any day on which the NYSE is open for business.
Agreement means the Service Agreement to which this Schedule 1 is attached and any appendices and schedules attached hereto, in each case as they may be amended from time to time.
Authorized Person means the Client or any Person authorized by the Client to act on its behalf in the performance of any act, discretion or duty under the Agreement (including, for the avoidance of doubt, any officer or employee of such Person) in a notice reasonably acceptable to the Service Provider.
Change Control Process has the meaning set forth in Section 2(B) of the Agreement.
Citigroup Organization means Citigroup, Inc. and any company or other entity of which Citigroup, Inc. is directly or indirectly a shareholder or owner. For purposes of this Agreement, each branch of Citibank, N.A. will be a separate member of the Citigroup Organization.
Client Records has the meaning set forth in Section 5(B) of the Agreement.
Client has the meaning set forth in the preamble to this Agreement and includes successors-in-interest; unless the context will require otherwise.
Confidential Information includes all tangible and intangible information and materials being disclosed in connection with this Agreement by one of the Parties ( Disclosing Party ) to the other Party ( Receiving Party ), in any form or medium (and without regard to whether the information is owned by a Party or by a third party), that satisfy at least one of the following criteria:
(i) information related to the Disclosing Partys, its affiliates or its third party licensors or vendors trade secrets, customers, business plans, strategies, forecasts or forecast assumptions, operations, methods of doing business, records, finances, assets, Proprietary Information, technology, software, systems data or other proprietary or confidential business or technical information;
(ii) information designated as confidential in writing by the Disclosing Party or information that the Receiving Party should reasonably know to be information that is of a confidential or proprietary nature; or
(iii) any information derived from, or developed by reference to or use of, any information described in the preceding clauses (i) and (ii).
provided , however , that, notwithstanding the foregoing, the following will not be considered Confidential Information: (A) information that is disclosed to the Receiving Party without any obligation of confidentiality by a third person who has a right to make such disclosure; (B) information that is or becomes publicly known without violation of this Agreement by the Receiving Party; or (C) information that is independently developed by the Receiving Party or its employees or affiliates without reference to the Disclosing Partys information.
Custodian has the meaning set forth in Section 2(E)(iii) of the Agreement.
Customer Data has the meaning set forth in Section 5(D)(ii) of the Agreement.
Customer means any Person to whom the Client sells, directly or indirectly, securities, products or services the sale or servicing of which are supported by the Services provided under the Agreement.
Data Subject means a natural person who is identified, or who can be identified directly or indirectly, in particular by reference to an identification number or to one or more factors specific to his or her physical, psychological, mental, economic, cultural, or social identity, or, if different, the meaning given to this term or nearest equivalent term under applicable local data protection or data privacy law with respect to such natural persons. For the purpose of this Agreement, Data Subjects may be the Client, Client Affiliate, the Service Provider, their personnel, related parties, customers of the Client, suppliers, payment remitters, payment beneficiaries or other persons.
Dependencies has the meaning set forth in Schedule 3 to the Agreement.
Effective Date means the date first set forth on page 1 of the Agreement.
Fee Schedule means Schedule 4 to the Agreement.
Force Majeure Event has the meaning set forth in Section 2(D) of the Agreement.
Fund has the meaning set forth in Section 2(A) of the Agreement.
Governmental Authority means any regulatory agency, court, other governmental body or self-regulatory agency with jurisdiction over a Party.
Indemnitee has the meaning set forth in Section 7(A) of the Agreement
Initial Term has the meaning set forth in Section 10(A) of the Agreement.
Instructions means any and all instructions (including approvals, consents and notices) received by the Service Provider from, or reasonably believed by the Service Provider to be from, any Authorized Person, including any instructions communicated through any manual or electronic medium or system agreed between the Client and the Service Provider.
Intermediary has the meaning set forth in Section 2(E)(i) of the Agreement.
Investment Adviser has the meaning set forth in Section 2(E)(i) of the Agreement.
Investment Methods has the meaning set forth in Section 5(D)(ii) of the Agreement.
Laws means any statutes, rules and regulations of any governmental authority and applicable judicial or regulatory interpretations thereof.
Liquidated Damages has the meaning set forth in Section 10(C)(i) of the Agreement.
Loss has the meaning set forth in Section 7 of the Agreement.
Market or Reference Data means valuation, pricing, market and other information, including corporate action data.
Market or Reference Data Conditions has the meaning set forth in Section 5(E)(ii) of the Agreement.
Market or Reference Data Vendors means providers of Market Data, which may include Affiliates of the Service Provider.
Non-Discretionary Subcontractors has the meaning set forth in Section 2(E)(iii) of the Agreement.
Offering Document has the meaning set forth in Section 5(F) of the Agreement.
Organic Documents means, for any incorporated or unincorporated entity, the documents pursuant to which the entity was formed as a legal entity, as such documents may be amended from time to time.
Parties means the Client and the Service Provider.
Person means any natural person or incorporated or unincorporated entity.
Policies and Procedures means the written policies and procedures of the Client in any way related to the Services, including any such policies and procedures contained in the Organic Documents and the Offering Documents.
Portfolio Data has the meaning set forth in Section 5(D)(ii) of the Agreement.
Proprietary Information has the meaning set forth in Section 5(D)(i) of the Agreement.
Report has the meaning set forth in Section 5(A) of the Agreement.
Rollover Periods has the meaning set forth in Section 10(A) of the Agreement.
Security Procedures has the meaning set forth in Section 3(B) of the Agreement.
Service Change has the meaning set forth in Section 2(B) of the Agreement.
Service Provider has the meaning set forth in the preamble to this Agreement and includes successors-in-interest.
Services Schedule means Schedule 2 to the Agreement.
Services means the services set forth in Schedule 2 to the Agreement.
Standard of Care has the meaning set forth in Section 6(A) of the Agreement.
Term means the period between the Effective Date and the date this Agreement is terminated.
Transition Period has the meaning set forth in Section 10(C)(ii) of the Agreement.
Underlying License Agreement has the meaning set forth in Section 5(E)(i) of the Agreement.
Schedule 2 to Services Agreement Services
Appendix A Fund Administration Services
Service Provider shall provide the Services listed on this Schedule 2 to the Client and any series thereof listed on Schedule 5 (each, a Fund), subject to the terms and conditions of the Agreement (including the Schedules).
I. Services
1. Registration Statements, Financial Statements, Proxy Statements and other SEC Filings :
(a) Prepare for review and approval by the Client and counsel to the Client ( Fund Counsel ) drafts of: (i) the annual update to the Clients registration statement on Form N-1A with respect to existing Funds, and (ii) as requested by the Client or Fund Counsel, other amendments to the Clients registration statement and supplements to its prospectus and statement of additional information reflecting developments from time to time with respect to existing Funds. Subject to approval by the Client and Fund Counsel, file any of the foregoing with the Securities and Exchange Commission (the SEC ).
(b) For each Fund, prepare for review and approval of the Client drafts of (i) the annual report to Shareholders and (ii) the semi-annual report. Subject to review and approval by the Client, file the final versions thereof on Form N-CSR with the SEC.
(c) Prepare and file the Funds Form N-SAR and file all required notices pursuant to Rule 24f-2.
(d) Assist with the layout and printing of prospectuses and the Funds semi-annual and annual reports to Shareholders.
(e) Coordinate the printing and distribution of proxy materials for meetings of shareholders; coordinate the record holder research and tabulation process relating to proxies; subject to review and approval by the Client and Fund Counsel, file proxy statements and related solicitation materials with the SEC; prepare draft scripts for and attend the Shareholder meetings and record the minutes of the meetings.
(f) Coordinate gathering of proxy voting information pertaining to proxy votes on Fund holdings and coordinate the drafting and filing of the Funds proxy voting records (as approved by the Investment Adviser) on Form N-PX.
(g) Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year.
2. Certain Operational Matters
(a) Calculate contractual Fund expenses and make disbursements for the Funds, including trustee and vendor fees and compensation. Disbursements shall be subject to review and approval of an Authorized Person and shall be made only out of the assets of the applicable Fund.
(b) At the request of, and subject to the review and approval by the Client and Fund Counsel, prepare drafts of fund-related plans, policies and procedures or amendment thereto for existing Funds.
(c) Assist the Clients transfer agent with respect to the payment of dividends and other distributions to Shareholders that have been approved by the Client.
(d) Calculate performance data of the Funds for dissemination to (i) the Client, including the Board, (ii) up to fifteen (15) information services covering the investment company industry and (iii) other parties, as requested by the Client and agreed to by Service Provider.
(e) Assist the Client in obtaining and maintaining fidelity bonds and directors and officers/errors and omissions insurance policies for the Client in accordance with applicable Investment Company Act of 1940, as amended (the 1940 Act ) rules and file such fidelity bonds and any applicable, related notices with the SEC.
(f) Maintain corporate records on behalf of the Client, including minute books, and the Charter/Declaration of Trust of the Client and By-Laws of the Client.
(g) Assist the Client in developing appropriate portfolio compliance procedures for each Fund, and provide compliance monitoring services with respect to such procedures as reasonably requested by the Client, provided that such compliance must be determinable by reference to the Funds accounting records.
(h) Assist the Client and Fund Counsel in responding to routine regulatory examinations or investigations.
(i) Assist the Client with Board meetings by (i) coordinating Board book preparation, production and distribution, (ii) subject to review and approval by the Client and Fund Counsel, preparing Board agendas, resolutions and minutes, (iii) assisting the Board by gathering industry and Fund information related to annual contract renewals and approval of fund-related plans, policies and procedures, (iv) attending Board meetings and recording the minutes and (v) performing such other Board meeting functions as agreed from time to time.
(j) Assist in the preparation and distribution of Trustee/Officer Questionnaires; assist in the review of completed Questionnaires.
(k) Monitor wash sales annually.
(l) Prepare informational schedules for use by the Clients auditors in connection with such auditors preparation of the Clients tax returns
(m) Coordinate with independent auditors concerning the Clients regular annual audit.
3. Compliance Services
(a) Assist the Client with the maintenance of written compliance policies and procedures (the Fund Compliance Program) which, in the aggregate, shall be deemed by the Clients Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the Applicable Securities Laws), as required under Rule 38a-1 under the 1940 Act.
(b) Assist the Clients Chief Compliance Officer (the CCO) in the preparation and evaluation of the results of annual reviews of the compliance policies and procedures of the service providers to the Client as provided in Rule 38a-1 (Service Providers).
(c) Provide support services to the CCO, including support for conducting an annual review of the Fund Compliance Program.
(d) Assist the CCO in developing standards for reports to the Board by Service Provider and other service providers to the Client
(e) Assist the CCO in developing standards for reports to the Board by the CCO.
(f) Assist the CCO in preparing or providing documentation for the Board to make findings and conduct reviews pertaining to the Fund Compliance Program and compliance programs and related policies and procedures of service providers.
(g) Perform risk-based testing and reporting of the compliance policies and procedures of each service (other than the Compliance Services) provided to the Client by Service Provider pursuant to this Agreement, taking into account reasonable requests from the CCO to the extent practicable.
(h) Provide copies of any compliance policies and procedures and any amendments thereto relating to Service Provider as the Client or the CCO may reasonably request in connection with the Fund Compliance Program.
(i) Provide information reasonably requested by the CCO or the Board in connection with the Boards determination regarding the adequacy and effectiveness of the compliance policies and procedures of Service Provider.
4. Provision of Certain Officers
Subject to the other terms and conditions of this Services Schedule and the Agreement, Service Provider shall make individuals available to serve as Secretary and/or Assistant Secretary of the Client (to serve only in ministerial or administrative capacities relevant to the Services). The Board shall have discretion to appoint, or to determine not to appoint or to terminate the services of, such individuals, in its sole and absolute discretion.
5. Performance Reporting Services
From time to time, upon request of the Client, provide performance reporting services (Performance Reporting Services) consisting of one or more of the following:
(a) Creation of templates for the Managements Discussion of Fund Performance (MDFP) section of the annual or semi-annual report;
(b) Creation of templates for, and typesetting of, the annual and semi-annual reports, including the financial statements;
(c) Population of the templates with data obtained from third parties, and coordination with third parties responsible for the review of the MDFP; and
(d) Coordination with the print vendor for final printing of the annual and semi-annual reports; and
(e) Creation of templates for, and preparation of reports to the Clients Board.
II. Notes and Conditions Related to Fund Administration Services
1. Service Provider shall have no obligation to make available individuals to serve as officers of the Client ( Officers ) unless specifically set forth in this Services Schedule or another agreement.
2. Notwithstanding any other provision of the Agreement to the contrary, if Service Provider has agreed to make individuals available to serve as Officers, the Client acknowledges and agrees that such individuals, when acting as Officers, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.
3. If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds.
4. The Clients Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officers service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Funds and the nature of their investment portfolio and other relevant factors.
5. Any Officer may resign for any reason. Service Provider shall have no obligation to endeavor to make available another individual to act in any such capacity, if
(a) the Clients Organic Documents do not, or no longer, contain the indemnity described above or the Client has not secured or maintained the insurance policy described above;
(b) the Officer determines, in good faith, that the Client
(i) has failed to secure and retain the services of reputable counsel or independent auditors;
(ii) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any applicable securities laws as defined in Rule 38a-1 under the 1940 Act; or
(c) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client.
6. The Client shall promptly notify the Service Provider of any issue, matter or event that would be reasonably likely to result in any claim by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws.
7. With respect to any document to be filed with the SEC, the Client shall be responsible for all expenses associated with causing such document to be converted into an EDGAR format prior to filing, as well as all associated filing and other fees and expenses.
8. If requested by the Client with respect to a fiscal period during which Service Provider served as financial administrator, Service Provider will provide a sub-certification pertaining to Service Providers services consistent with the requirements of the Sarbanes-Oxley Act of 2002.
Schedule 2 to Services Agreement Services
Appendix B Fund Accounting Services
I. Services
1. Record Maintenance
Maintain the following books and records of each Fund pursuant to Rule 31a-1 (the Rule) under the 1940 Act:
(a) Journals containing an itemized daily record in detail of all purchases and sales of securities, all receipts and disbursements of cash and all other debits and credits, as required by subsection (b)(1) of the Rule.
(b) General and auxiliary ledgers reflecting all asset, liability, reserve, capital, income and expense accounts, including interest accrued and interest received, as required by subsection (b)(2)(i) of the Rule.
(c) Separate ledger accounts required by subsection (b)(2)(ii) and (iii) of the Rule.
(d) A monthly trial balance of all ledger accounts (except shareholder accounts) as required by subsection (b)(8) of the Rule.
2. Accounting Services
Perform the following accounting services for each Fund:
(a) Allocate income and expense and calculate the net asset value per share (NAV) of each class of shares offered by each Fund in accordance with the relevant provisions of the applicable Prospectus of each Fund and applicable regulations under the 1940 Act.
(b) Apply securities pricing information as required or authorized under the terms of the valuation policies and procedures of the Client ( Valuation Procedures ), including (A) pricing information from independent pricing services, with respect to securities for which market quotations are readily available, (B) if applicable to a particular Fund or Funds, fair value pricing information or adjustment factors from independent fair value pricing services or other vendors approved by the Client (collectively, Fair Value Information Vendors ) with respect to securities for which market quotations are not readily available, for which a significant event has occurred following the close of the relevant market but prior to the Funds pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Funds investment adviser or other designee, as approved by the Board. The Client instructs and authorizes Service Provider to provide information pertaining to the Funds investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder. The Client acknowledges that while Service Providers services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.
(c) Coordinate the preparation of reports that are prepared or provided by Fair Value Information Vendors which help the Client to monitor and evaluate its use of fair value pricing information under its Valuation Procedures.
(d) Verify and reconcile with the Funds custodian all daily trade activity.
(e) Compute, as appropriate, each Funds net income and capital gains, dividend payables, dividend factors, 7-day yields, 7-day effective yields, 30-day yields, and weighted average portfolio maturity; (and other yields or standard or non-standard performance information as mutually agreed).
(f) Review daily the net asset value calculation and dividend factor (if any) for each Fund prior to release to shareholders, check and confirm the net asset values and dividend factors for reasonableness and deviations, and distribute net asset values and yields to NASDAQ; and as agreed, in certain cases, to newspapers.
(g) If applicable, report to the Client the periodic market pricing of securities in any money market funds, with the comparison to the amortized cost basis.
(h) Determine and report unrealized appreciation and depreciation on securities held in variable net asset value funds.
(i) Amortize premiums and accrete discounts on fixed income securities purchased at a price other than face value, in accordance with the Generally Accepted Accounting Principles of the United States or any successor principles.
(j) Update fund accounting system to reflect rate changes, as received from a Funds investment adviser or a third party vendor, on variable interest rate instruments.
(k) Post Fund transactions to appropriate categories.
(l) Accrue expenses of each Fund according to instructions received from the Clients Administrator, and submit changes to accruals and expense items to authorized officers of the Client (who are not Service Provider employees) for review and approval.
(m) Determine the outstanding receivables and payables for all (1) security trades, (2) Fund share transactions and (3) income and expense accounts.
(n) Provide accounting reports in connection with the Clients regular annual audit, and other audits and examinations by regulatory agencies.
(o) Provide such periodic reports as the parties shall agree upon, as set forth in a separate schedule.
(p) Assist the Client in identifying instances where market prices are not readily available, or are unreliable, each as set forth within parameters included in the Clients Valuation Procedures.
3. Financial Statements and Regulatory Filings
Perform the following services related to the financial statements and related regulatory filing obligations for each Fund:
(a) Provide monthly a hard copy of the pre-programmed reports for unaudited financial statements described below, upon request of the Client. The unaudited financial statements will include the following items:
(i) Unaudited Statement of Assets and Liabilities,
(ii) Unaudited Statement of Operations, and
(iii) Unaudited Statement of Changes in Net Assets.
Any modifications requested to the above pre-programmed reports will require additional programming at an additional cost to be mutually agreed;
(b) Provide accounting information for the following: (in compliance with Reg. S-X, as applicable):
(i) federal and state income tax returns and federal excise tax returns;
(ii) the Clients semi-annual reports with the SEC on Form N-SAR and Form N-CSR;
(iii) the Clients schedules of investments for filing with the SEC on Form N-Q;
(iv) the Clients annual and semi-annual shareholder reports and quarterly Board meetings;
(v) registration statements on Form N-1A and other filings relating to the registration of shares;
(vi) reports related to Service Providers monitoring of each Funds status as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, as amended;
(vii) annual audit by the Clients auditors; and
(viii) examinations performed by the SEC.
(c) Calculate turnover and expense ratio.
(d) Prepare schedule of Capital Gains and Losses.
(e) Provide daily cash report.
(f) Maintain and report security positions and transactions in accounting system.
(g) Prepare Broker Commission Report.
(h) Monitor expense limitations.
(i) Provide unrealized gain/loss report.
II. Notes and Conditions Related to Fund Accounting Services
1. Subject to the provisions of Sections 2 and 6 of the Agreement, Service Providers liability with respect to NAV Differences (as defined below) shall be as follows:
(a) During each NAV Error Period (as defined below) resulting from a NAV Difference that is at least $0.01 but that is less than 1/2 of 1%, Service Provider shall reimburse each applicable Fund for any net losses to the Fund; and
(b) During each NAV Error Period resulting from a NAV Difference that is at least 1/2 of 1%, Service Provider shall reimburse each applicable Fund on its own behalf and on behalf of each shareholder of such Fund for any losses experienced by the Fund or any Fund shareholder, as applicable; provided , that Service Providers reimbursement responsibility shall not exceed the lesser of (i) the net loss that the Fund incurs or (ii) the costs to the Fund of reprocessing the shareholder transactions during the NAV Error Period; provided , further , however , that Service Provider shall not be responsible for reimbursing reprocessing costs with respect to any shareholder that experiences an aggregate loss during any NAV Error Period of less than $25.
For purposes of this Section II.1: (A) the NAV Difference means the difference between the NAV at which a shareholder purchase or redemption should have been effected ( Recalculated NAV ) and the NAV at which the purchase or redemption was effected divided by Recalculated NAV; (B) NAV Error Period means any Fund business day or series of two or more consecutive Fund business days during which an NAV Difference of $0.01 or more exists; (C) NAV Differences and any Service Provider liability therefrom are to be calculated each time a Funds (or Class) NAV is calculated; (D) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error, Fund (or Class) losses and gains shall be netted; and (E) in calculating any amount for which Service Provider would otherwise be liable under this Agreement for a particular NAV error that continues for a period covering more than one NAV determination, Fund (or Class) losses and gains for the period shall be netted.
2. The Client acknowledges and agrees that although Service Providers services related to fair value pricing are intended to assist the Client and its Board in its obligations to price and monitor pricing of Fund investments, Service Provider is not responsible for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.
Schedule 3 to Services Agreement
Dependencies
The Service Providers delivery of the Services is dependent upon:
(A) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing information and, as applicable, Instructions to the Service Provider promptly, accurately and in agreed formats and by agreed media.
(B) The Client and its employees, agents, subcontractors and predecessor service providers cooperating where reasonably required with the Service Provider.
(C) The communications systems operated by the Client and third parties (other than Administrative Support Providers) in respect of activities that interface with the Services remaining fully operational.
(D) The authority, accuracy, truth and completeness of any information or data provided by the Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) that is reasonably requested by the Service Provider or is otherwise provided to the Service Provider by Persons for whom the Service Provider is not responsible under the Agreement.
(E) The Client and its employees, agents, subcontractors and predecessor service providers (including Investment Advisors, Custodian and Intermediaries) providing the Service Provider with any reasonable assistance and cooperation requested by the Service Provider in connection with the management and resolution of discrepancies requiring escalation between the Parties.
(F) The Client informing the Service Provider on a timely basis of any modification to, or replacement of, any agreement to which it is a party that is relevant to the provision of the Services.
(G) The Client and any third parties that are not the agents or employees of the Service Provider meeting their respective responsibilities, as set forth in the Agreement and, with respect to such third parties, as listed in the Services Schedule or agreed by the Client or such third parties from time to time, including applicable cut-off times.
Schedule 4 to Services Agreement
Fee Schedule
1. FEES
The Client shall pay the following fees to Service Provider as compensation for the Services rendered hereunder. All fees shall be aggregated and paid monthly.
a. Asset-Based Fee
The Client shall pay Service Provider:
[ ] basis points of the first $[ ] billion in aggregate net assets of all Funds, plus
[ ] basis points of the next $[ ] million of the aggregate net assets of all Funds, plus
[ ] basis points of the aggregate net assets of all Funds in excess of $[ ] billion.
There will be a minimum annual fee of $[ ] per fund.
Asset based fees will be applied to the total Assets Under Management ( AUM ) of all funds and allocated to each fund on a pro rata basis as a percentage of total AUM. A monthly fee minimum of $[ ] (based on the stated annual minimum of $[ ]) will be attributable to each fund. The greater of the Fund minimum or the individual Funds pro rata allocation of the asset based fees is to be applied each month when calculating the total fees due. The total fees due will then be allocated to each fund on a pro rata basis as a percentage of total AUM
There will be an annual fee of $[ ] for each share class above one in a Fund.
There will be an annual fee of $[ ] per Sleeve above one in a Fund. Sleeve is defined as a true multi managed account or any additional accounts used for performance tracking purposes outside of a true multi managed account(. i.e., cash sleeves/transition accounts).
b. Fair Value Support Services Fee
The Client shall pay Service Provider $[ ] per Fund per year for Fair Value Support Services. (The Annual Fee is to be billed in equal monthly installments). Fair Value Support Services charges will commence when a Fund has utilized such Service.
The foregoing fees do not include out of pocket costs. Service Provider shall also be reimbursed by the Client for the actual costs charged by Fair Value Information Vendors with respect to the provision of fair value pricing information to Service Provider for use in valuing the portfolio holdings of a specific Fund or Funds.
c. Fund Administration Fee
The Client shall pay Service Provider $[ ] per Fund per year for Fund Administration Services and $[ ] per Fund per year for Regulatory Administration/Board Book services.
d. Compliance Services Fee
The Client shall pay Service Provider $[ ] per year for the provision of the compliance services as well as the services provided under the separate CCO Agreement between the Parties. In addition, the Client agrees to reimburse the Service Provider for all of its actual out-of-pocket expenses reasonably incurred in providing the services under the separate CCO Agreement between the Parties.
e. Performance Reporting Services Fee
As compensation for the Performance Reporting Services provided from time to time, the Client shall pay the fees and rates agreed upon at the time a request is made for such Performance Reporting Services. Service Provider shall provide the Client with a proposal approximately six (6) weeks prior to the end of the Clients fiscal year, and the Client shall advise Service Provider of the Clients acceptance of such proposal within two (2) weeks of submission thereof. A quote shall be provided upon request and shall be based upon the following schedule of fees:
Typesetting - Initial Composition |
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New set page (from disk) |
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$[ ] |
per page |
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New set page (from hardcopy) |
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$[ ] |
per page |
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Quick Turnaround (QTA)/Rush Charges |
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$[ ] |
per page in addition to new set charge |
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Quick Turnaround (QTA)/Rush Charges Graphs |
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$[ ] |
per page in addition to new set charge |
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Creation/Design of Cover Artwork |
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$[ ] Flat fee |
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Creation/Design of Book Style |
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$[ ] Flat fee |
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Typesetting - Initial Composition of Fiscal Reports and Annual Updates |
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Annual/Semi Report - Composition Charges |
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Prospectus - Composition Charges |
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Service Provider provides two options for production of Fiscal and Annual Reports: |
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Option 1: Unlimited alterations to your report (see below for price list). |
|
|
|||
Option 2: Charge for alteration cycles to your report (see below for price list). |
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|||
Full estimates based on page count can be provided upon request. |
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|||
Option 1 - Initial Composition |
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|||
Typesetting includes setup and unlimited alteration cycles |
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$[ ] per page (pg) |
|||
Option 1 - Charting |
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|||
New Chart includes setup and unlimited alteration cycles |
|
$[ ] per chart |
|||
Option 2 - Initial Composition |
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|||
New set page (Using Existing Style Pages) includes 1 alteration cycle |
|
$[ ] pg |
|||
Typesetting - Alteration Cycle (Service Price List) |
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|||
Standard Turn (24 hours Light Edits) |
|
$[ ] pg |
|||
Standard Turn (24 hours Medium Edits) |
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$[ ] pg |
|||
Standard Turn (24 hours Heavy Edits) |
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$[ ] pg |
|||
Same Day Turn (4 - 8 hours Light Edits) |
|
$[ ] pg |
|||
Same Day Turn (4 - 8 hours Medium Edits) |
|
$[ ] pg |
|||
Same Day Turn (4 - 8 hours Heavy Edits) |
|
$[ ] pg |
|||
Same Day Turn (under 4 hours Light Edits) |
|
$[ ] pg |
|||
Same Day Turn (under 4 hours Medium Edits) |
|
$[ ] pg |
|||
Same Day Turn (under 4 hours Heavy Edits) |
|
$[ ] pg |
|||
Option 2 - Charting |
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|||
New set chart |
|
$[ ] chart |
|||
Charting - Alteration Cycle (Service Price List) |
|
|
|||
Standard Turn (24 hours Light Edits) |
|
$[ ] chart |
|||
Standard Turn (24 hours Medium Edits) |
|
$[ ] chart |
|||
Standard Turn (24 hours Heavy Edits) |
|
$[ ] chart |
|||
Same Day Turn (4 - 8 hours Light Edits) |
|
$[ ] chart |
|||
Same Day Turn (4 - 8 hours Medium Edits) |
|
$[ ] chart |
|||
Same Day Turn (4 - 8 hours Heavy Edits) |
|
$[ ] chart |
|||
Same Day Turn (under 4 hours Light Edits) |
|
$[ ] chart |
|||
Same Day Turn (under 4 hours Medium Edits) |
|
$[ ] chart |
|||
Same Day Turn (under 4 hours Heavy Edits) |
|
$[ ] chart |
|||
Ancillary Items Included At No Additional Fee |
|
|
|||
Blacklining edits |
|
[ ] |
|||
Electronic Bookproofs |
|
[ ] |
|||
PDF generation for additional rounds of proofs from typesetting department |
|
[ ] |
|||
E-Mail distribution of each round of proofs from typesetting department |
|
[ ] |
|||
Blacklining edits |
|
[ ] |
|||
Rush/QTA charges:
Service Provider 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:
Service Providers 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, Service Provider 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.
2. Out-of-Pocket Expenses and Miscellaneous Charges
In addition to the above fees, Service Provider shall be entitled to receive payment for the following out-of-pocket expenses and miscellaneous charges:
A. Reimbursement of Expenses . Client shall reimburse Service Provider for its out-of-pocket expenses reasonably incurred in providing Services (upon reasonable request, not to occur too frequently, Service Provider shall provide invoices or other documentation evidencing such expenses), including, but not limited to:
(i) All freight and other delivery and bonding charges incurred by Service Provider in delivering materials to and from the Client and in delivering all materials to Unitholders;
(ii) All direct telephone, telephone transmission, and telecopy or other electronic transmission and remote system access expenses incurred by Service Provider in communication with the Client or the Clients investment adviser or custodian, dealers, or others as required for Service Provider to perform the Services;
(iii) The cost of obtaining security and issuer information;
(iv) The cost of CD-ROM, computer disks, microfilm, or microfiche, and storage of records or other materials and data;
(v) Costs of postage, bank services, couriers, stock computer paper, statements, labels, envelopes, reports, notices, or other form of printed material (including the cost of preparing and printing all printed material) which shall be required by Service Provider for the performance of the services to be provided hereunder, including print production charges incurred;
(vi) All copy charges;
(vii) Any expenses Service Provider shall incur at the written direction of the Client or a duly authorized officer of the Client;
(viii) All systems-related expenses associated with the provision of special reports;
(ix) NSCC charges and Depository Trust & Clearing Corporation charges
(x) The cost of tax data services;
(xi) 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
(xii) Any additional expenses reasonably incurred by Service Provider in the performance of its duties and obligations under this Agreement.
B. Miscellaneous Service Fees and Charges . In addition to the amounts set forth in paragraphs (1) and 2(A) above, Service Provider shall be entitled to receive the following amounts from the Client:
(i) A fee for managing and overseeing the report, print and mail functions performed by Service Providers third-party vendors, not to exceed $[ ] 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 $[ ] per hour;
(ii) System development fees, billed at the rate of $[ ] per hour, as requested and pre-approved by the Client, and all systems-related expenses, agreed in advance, associated with the provision of special reports and services pursuant to any of the Schedules hereto;
(iii) Fees for development of custom interfaces pre-approved by the Client, billed at the rate of $[ ] per hour;
(iv) Ad hoc reporting fees pre-approved by the Client, billed at the rate of $[ ] per hour;
(v) Expenses associated with the tracking of as-of trades, billed at the rate of $[ ] per hour, as approved by the Client;
(vi) Charges for the pricing information obtained from third party vendors for use in pricing the securities and other investments of the Funds portfolio;
(vii) Expenses associated with Service Providers anti-fraud procedures as it pertains to new account review;
(viii) The Clients portion of SAS 70 (or any similar report) expenses, to the extent applicable;
(ix) Check and payment processing fees; and
(x) Costs of rating agency services.
3. Annual Fee Increase :
Commencing on December 1, 2016 and annually thereafter, the Parties agree to negotiate in good faith regarding whether Service Provider may annually increase the fixed fees and other fees expressed as stated dollar amounts in this Agreement by: (a) the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled All Services Less Rent of Shelter or a similar index should such index no longer be published,
Schedule 5 to Services Agreement
List of Funds
Boston Trust Asset Management Fund
Boston Trust Equity Fund
Boston Trust Small Cap Fund
Boston Trust Midcap Fund
Boston Trust SMID Cap Fund
Walden Asset Management Fund
Walden Equity Fund
Walden Midcap Fund
Walden SMID Cap Fund
Walden Small Cap Fund
Walden International Equity Fund
Schedule 6 to Services Agreement
Cut Off Times
Instructions must be received prior to 4:00 p.m., ET on a Business Day in order to be processed on that same Business Day. Otherwise the Instruction will be processed on the next Business Day.
Schedule 7 to Services Agreement
Certain Market and Reference Data Conditions* and Permitted Uses
1. Market or Reference Data Conditions Imposed by Bloomberg Finance L.P. :
Bloomberg Finance L.P. ( Bloomberg ) requires the following conditions for use of any of its Market or Reference Data:
Service Data means data received from Bloomberg, including without limitation, valuation, pricing, market and other information, including corporate action data.
Third-Party Data Providers means all third-party sources of data included in the Service Data.
Client represents, covenants, and warrants that:
a. Subject to subsection 1(b) below, Client will use the Service Data internally only and will not use Service Data provided by Service Provider for any purpose independent of the Licensee Services (as defined below);
Licensee Services consist of:
· Record-Keeping and Registration
· Transaction Processing and Settlement
· Position Reporting
· Net Asset Value (NAV) Calculations and NAV Reporting; and/or,
· Correspondent Banking
b. Client may include a limited amount of Service Data (i) in fund performance reports sent to its clients relating to their actual investments and to its prospective clients, (ii) in prospectuses and marketing materials, and (iii) in order to fulfill a legal or regulatory requirement. No other external distribution of Service Data is permitted;
c. Client will permit Third-Party Data Providers, and Bloomberg and its affiliates on behalf of or at the request of such Third-Party Data Providers, reasonable access to audit Clients use of Service Data sourced from such Third Party Data Providers;
d. Client consents to the inclusion of Bloomberg and its affiliates as third-party beneficiaries to the Services Agreement;
e. Client acknowledges that Bloomberg has no liability or responsibility to Client relating to Clients receipt or use of Service Data or Licensee Services;
f. If Client is located in Australia, Client represents that it is a wholesale client within the meaning of s761G or s761GA of the Australian Corporations Act;
g. Client Use of Subadvisor: If Client has engaged a Subadvisor to help manage certain of its funds, then Client may distribute Service Data received from Service Provider to such Subadvisor; provided, however, that Client further represents, warrants, and covenants that:
i. Clients Subadvisor will use the Service Data solely to verify the NAV calculation and not for any other purpose other than as described under subsection 1(b) above; and,
ii. Client will enter into a written agreement with Subadvisor which requires the Subadvisor to agree to:
1. Subsection 1(g)(i) above acknowledging use of Service Data solely to verify NAV calculations and for other purposes described in subsection 1(b) above;
2. Subsection 1(c) above granting Third-Party Data Providers and Bloomberg the right to audit Clients use of Service Data;
3. Subsection 1(d) above including Bloomberg and its affiliates as third-party beneficiaries to the written agreement between Client and its Subadvisor; and,
4. Subsection 1(e) above acknowledging that Bloomberg has no liability relating to Subadvisors use of the Service Data.
h. As a condition of receiving the Service Data, Client shall comply with any terms or conditions relating to the use of the Service Data from time to time provided it by Bloomberg or Service Provider.
2. Market or Reference Data Conditions Imposed by Various Exchanges:
TERMS CONCERNING MARKET DATA USE
The exchanges allowing Citi to provide Market Data to you (Exchanges) require Citi to advise you of these terms applicable to your receipt and use of Market Data:
DEFINITIONS
Citi Parties means Citigroup Global Markets Inc and its affiliates and their respective directors, officers, employees and agents.
Market Data means financial information or other data provided by an Exchange, provided to you by a Citi Party. Market Data may include, but is not limited to, real time or delayed prices, opening and closing prices and ranges, high-low prices, settlement prices, estimated and actual volume information, bids or offers and the applicable sizes and numbers of such bids or offers.
1. SCOPE
1.1 An Exchange may, in its discretion, (i) direct Citi to terminate your receipt of Market Data for any or no reason with or without notice; and (ii) require you to enter into an agreement with it directly as a condition of your receipt of the Market Data.
1.2 An Exchange may specify other terms or limitations applicable to your use of the Market Data (including Exchange policies (the Policies)) and you shall comply with such terms and limitations.
1.3 An Exchange may amend these terms and the Policies, without notice, from time to time.
2. PROPRIETARY RIGHTS
2.1 The Market Data constitutes valuable confidential information that is the exclusive proprietary property of the applicable Exchange. You have no rights with respect to the Market Data other than as set forth herein.
2.2 You shall not delete or obscure any copyright notice or proprietary notice contained within the Market Data or any report or publication containing Market Data.
3. USAGE RESTRICTIONS
3.1 You may use the Market Data only for your internal business activities, unless the applicable Exchange otherwise expressly agrees or the Policies permit otherwise.
3.2 You may not, unless the applicable Exchange otherwise expressly agrees or the Policies permit otherwise:
(a) redistribute, sell, license, disclose, retransmit or otherwise provide ( Distribute ) Market Data, or permit Market Data to be Distributed, internally or externally, in any format, by electronic or other means;
(b) use the Market Data to create data derived from, or based on, the Market Data; or
(c) use or permit any other person to have access to and/or use Market Data for any illegal purpose.
4. REPORTING AND AUDIT
4.1 Upon Citis or an Exchanges request, you must provide information demonstrating that your use of the Market Data complies with these terms.
4.2 You will cooperate with an Exchange and permit reasonable access to your premises to conduct a requested audit or review of your use of Market Data.
4.3 You shall maintain records relating to your use of the Market Data.
5. NO WARRANTIES
5.1 The Citi Parties and the Exchanges (and their respective members, shareholders, directors, officers, employees or agents, holding companies, affiliates and/or subsidiaries) do not make any representations or warranties concerning the availability, timeliness, sequence, completeness, utility, accuracy or reliability of the Market Data or any other matter.
5.2 Market Data is for information purposes only and is not intended as an offer or solicitation with respect to the purchase or sale of any security or commodity.
6. LIABILITY
6.1 Use of any Market Data other than as permitted by these terms, or any other breach or threatened breach of these terms, could cause irreparable injury to the Exchanges for which money damages would be an inadequate remedy. Accordingly, you acknowledge and agree that each Exchange shall be entitled to specific performance and injunctive and other equitable relief from the breach or threatened breach of such terms (including, without limitation, disclosure or threatened disclosure of Market Data) in addition to and not in limitation of any other legal or equitable remedies.
6.2 You represent and warrant that you will not bring any claim or commence any proceedings against the Citi Parties or any Exchange in connection with your receipt of Market Data.
7. LIABILITY; INDEMNIFICATION
7.1 THE CITI PARTIES AND THE EXCHANGES AND THEIR RESPECTIVE MEMBERS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY LOSSES, DAMAGES (INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES), CLAIMS, PENALTIES, COSTS OR EXPENSES (INCLUDING LOST PROFITS) ARISING OUT OF OR RELATING IN ANY WAY TO THE MARKET DATA OR YOUR USE OF THE MARKET DATA,
DUE TO ANY CAUSE WHATSOEVER, INCLUDING NEGLIGENCE. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, THE CITI PARTIES AND THE EXCHANGES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE IN ANY EVENT, INCLUDING NEGLIGENCE, FOR ANY AMOUNT EXCEEDING THE LESSER OF (i) THE ACTUAL AMOUNT OF LOSS OR DAMAGE OR (ii) THE AMOUNT OF THE MONTHLY FEE PAID BY YOU FOR THE MARKET DATA.
7.2 You shall, at your sole expense, defend, indemnify and hold harmless the Citi Parties and the Exchanges from and against any and all losses, damages, liabilities, judgments, awards, fines, penalties, settlements, costs or other expenses (including reasonable legal costs, attorneys fees and disbursements), whether direct or indirect arising out of your use of Market Data.
3. Permitted Uses Pursuant to Section 5(E)(viii) of the Agreement : With respect to the Market or Reference Data of other Market or Reference Data Vendors, you may use the Market Data only for your internal business activities, unless the applicable Exchange otherwise expressly agrees or the Policies permit otherwise.
* The conditions set forth in this Schedule 7 are not exhaustive, and Service Provider reserves the right to notify Client about other Market and Reference Data Conditions, as contemplated by clause 5(E)(ii) of this Agreement.
Schedule 8 to Services Agreement
Service Level Standards
Attachment(s) shall mean the attachment(s) attached to this schedule.
Required Service Level has the meaning given to it in the relevant Service Level Standard.
Service Level means the prevailing performance standard for a particular obligation as specified in the relevant Service Level Standard.
Service Level Report has the meaning given to it in this paragraph 1.6 of this schedule.
Service Level Standard means the service level standards that relate from time to time to a particular Service Line.
Service Line means each discrete service area, as detailed in the Attachment to this schedule.
Service Period means a monthly service period or a quarterly service period (meaning one calendar month or quarter, as applicable) with the first commencing on the Effective Date and ending on completion of the first full calendar month or quarter (as applicable) following the Effective Date.
1. General
1.1. All capitalized terms used in this Schedule 8 shall have the meaning set out in Schedule 1 of the Agreement or as set out in this Schedule 8.
1.2. The Service Provider will provide the Service Descriptions in respect of the relevant service areas for each Service Line, as specified in the Service Level Standard.
1.3. The Client will provide or procure the provision of the Dependencies in respect of the relevant service areas for each Service Line specified in the Service Level Standard. The Clients Dependencies will constitute Dependencies under the Agreement in addition to those listed in Schedule 3 of this Agreement.
1.4. To the extent that a Service Level Standard in respect of a Service Line is not set out below, that Service Level Standard shall be agreed in writing by the parties in good faith during completion of the Implementation Plan for the relevant Service Line.
1.5. The Service Provider shall monitor the performance of the Services against the applicable Service Levels and report to the Client in respect of the performance of the Services against the Service Levels in a monthly report detailing its performance ( Service Level Report ).
1.6. If at any time, the Client identifies any discrepancy between the Service Providers measurement of performance of the Service Levels, and the Clients measurement of performance of the Service Levels, the reasons for any discrepancy will be discussed and resolved between the parties.
1.7. The Client will be given reasonable assistance by the Service Provider in connection with any request by the Client to verify the performance data used to calculate the Overall Score from time to time.
Service Level Standards
Attachment
Service Line Fund Accounting
Service Description |
|
Specific Dependencies |
|
Service Level Standard |
|
Any Special Measurement
|
NAV Calculation Accuracy |
|
N/A |
|
99% per quarter based on ICI guidelines |
|
N/A |
|
|
|
|
|
|
|
NASDAQ Reporting Accuracy |
|
N/A |
|
98% per quarter |
|
N/A |
|
|
|
|
|
|
|
Communication of NAV error |
|
N/A |
|
On the date of discovery |
|
N/A |
|
|
|
|
|
|
|
Delivery of Reports reflecting Position Reconciliation Breaks Daily |
|
N/A |
|
95% per quarter by end of business next business day |
|
N/A |
Exhibit 99.B(h)(4)
Dated as of:
June 9, 2015
Schedule A
To the
Transfer Agency Agreement
between
The Boston Trust & Walden Funds
and
Boston Trust & Investment Management Company
Name of Fund
Boston Trust Asset Management Fund
Boston Trust Equity Fund
Boston Trust Midcap Fund
Boston Trust SMID Cap Fund
Boston Trust Small Cap Fund
Walden Asset Management Fund
Walden Equity Fund
Walden Midcap Fund
Walden SMID Cap Innovations Fund
Walden Small Cap Innovations Fund
Walden International Equity Fund
THE BOSTON TRUST & WALDEN |
|
BOSTON TRUST & INVESTMENT |
||
FUNDS (f/k/a The Coventry Group) |
|
MANAGEMENT COMPANY |
||
|
|
(f/k/a United States Trust Company of |
||
|
|
Boston) |
||
|
|
|
||
By: |
/s/ Lucia Santini |
|
By: |
/s/ Lucia Santini |
|
|
|
|
|
Name: |
Lucia Santini |
|
Name: |
Lucia Santini |
|
|
|
|
|
Title: |
President |
|
Title: |
Managing Director |
Exhibit 99.B(h)(7)
EXPENSE LIMITATION AGREEMENT
THIS AGREEMENT , dated as of February 28, 2017, is made and entered into by and between The Boston Trust & Walden Funds, a Massachusetts business trust (the Trust), on behalf of the investment series set forth on Schedule A attached hereto (the Fund), and Boston Trust Investment Management, Inc.(the Adviser).
WHEREAS , the Adviser has been appointed the investment adviser of Fund pursuant to an Investment Advisory Agreement between the Trust and the Adviser dated September 30, 2014 (the Advisory Agreement); and
WHEREAS , the Trust and the Adviser desire to enter into the arrangements described herein relating to certain expenses of the Fund;
NOW, THEREFORE , the Trust and the Adviser hereby agree as follows:
1. The Adviser agrees, subject to Section 2 hereof, to reduce the fees payable to it under the Advisory Agreement (but not below zero) and/or reimburse other expenses of the Fund, to the extent necessary to limit the total operating expenses of each class of shares of the Fund (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted principles) (Operating Expenses)), to the amount of the Maximum Operating Expense Limit applicable to each class of each Fund as set forth across from the name of each respective class of the Fund on the attached Schedule A.
2. Each Fund agrees to pay to the Adviser the amount of fees (including any amounts foregone through limitation or reimbursed pursuant to Section 1 hereof) that, but for Section 1 hereof, would have been payable by the Fund to the Adviser pursuant to the Advisory Agreement or which have been reimbursed in accordance with Section 1 (the Deferred Fees), subject to the limitations provided in this Section. Such repayment shall be made monthly, but only if the operating expenses of the Fund (exclusive of Operating Expenses), without regard to such repayment, are at an annual rate (as a percentage of the average daily net assets of the Fund) equal to or less than the Maximum Operating Expense Limit for each respective class of shares of the Fund, as set forth on Schedule A. Furthermore, the amount of Deferred Fees paid by a Fund in any month shall be limited so that the sum of (a) the amount of such payment and (b) the other operating expenses of the Fund (exclusive of Operating Expenses) do not exceed the above-referenced Maximum Operating Expense Limit for such Fund.
Deferred Fees are subject to full or partial repayment by a Fund within the three fiscal years following the fiscal year in which the expenses occurred if the Fund is able to make the repayment without exceeding its current Maximum Operating Expense Limit or the Maximum Operating Expense Limit in place at the time of the initial waiver and/or reimbursement. In no event will a Fund be obligated to pay any fees waived or deferred by the Adviser with respect to any other series of the Trust.
3. This Agreement shall automatically renew effective May 1 of each year, until such time as the Adviser provides written notice of non-renewal to the Trust. Such annual renewal will have the effect of extending this Agreement for an additional one-year term. Any notice of non-renewal of this Agreement shall be prospective only, and shall not affect the Advisers or the Trusts existing obligations under this Agreement.
4. A copy of the Agreement and Declaration of Trust establishing the Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this Agreement is executed by the Trust on behalf of the Fund by an officer of the Trust as an officer and not individually and that the obligations of or arising out of this Agreement are not binding upon any of the Trustees, officers or shareholders individually but are binding only upon the assets and property belonging to the Fund.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
THE BOSTON TRUST & WALDEN FUNDS |
|
BOSTON TRUST INVESTMENT MANAGEMENT, INC. |
||
|
|
|
||
By: |
/s/ Lucia Santini |
|
By: |
/s/ Lucia Santini |
|
|
|
|
|
Name: |
Lucia Santini |
|
Name: |
Lucia Santini |
|
|
|
|
|
Title: |
President |
|
Title: |
President |
SCHEDULE A
to the Expense Limitation Agreement
Between The Boston Trust & Walden Funds and
Boston Trust Investment Management, Inc.
OPERATING EXPENSE LIMITS
Fund Name and Share Class |
|
Maximum Operating Expense Limit* |
|
Boston Trust Asset Management Fund |
|
1.00 |
% |
Boston Trust Equity Fund |
|
1.00 |
% |
Boston Trust Midcap Fund |
|
1.00 |
% |
Boston Trust SMID Cap Fund |
|
0.75 |
% |
Boston Trust Small Cap Fund |
|
1.00 |
% |
Walden Asset Management Fund |
|
1.00 |
% |
Walden Equity Fund |
|
1.00 |
% |
Walden Midcap Fund |
|
1.00 |
% |
Walden SMID Cap Fund |
|
1.00 |
% |
Walden Small Cap Fund |
|
1.00 |
% |
Walden International Equity Fund |
|
1.15 |
% |
THE BOSTON TRUST & WALDEN FUNDS (f/k/a The Coventry Group) |
|
BOSTON TRUST INVESTMENT MANAGEMENT, INC. |
||
|
|
|
||
By: |
/s/ Lucia Santini |
|
By: |
/s/ Lucia Santini |
|
|
|
|
|
Name: |
Lucia Santini |
|
Name: |
Lucia Santini |
|
|
|
|
|
|
|
|
|
|
Title: |
President |
|
Title: |
President |
* Expressed as a percentage of the Funds average daily net assets.
Exhibit 99.B(h)(8)
CCO AGREEMENT
THE BOSTON TRUST & WALDEN FUNDS
and
CITI FUND SERVICES OHIO, INC.
TABLE OF CONTENTS
1. DEFINITIONS
2. PROVISION OF CERTAIN OFFICERS AND RELATED TERMS AND CONDITIONS
3. SCOPE OF RESPONSIBILITY
4. INDEMNITY
5. FEES AND EXPENSES
6. REPRESENTATIONS
7. TERM AND TERMINATION
8. GOVERNING LAW AND ARBITRATION
9. MISCELLANEOUS
Schedule 1 Fees
THIS CCO AGREEMENT is made on June, 30, 2016 (the Effective Date ), by and between The Boston Trust & Walden Funds, a Massachusetts business trust (the Client ) and Citi Fund Services Ohio, Inc., an Ohio corporation with its primary place of business at 3435 Stelzer Road, Columbus, Ohio 43219 (the Service Provider and, with the Client, the Parties ).
1. DEFINITIONS
Capitalized terms used but not defined in this Agreement shall have the meanings set forth in that certain Services Agreement between the Client and the Service Provider of even date herewith (the Primary Agreement ).
2. PROVISION OF CERTAIN OFFICERS AND RELATED TERMS AND CONDITIONS
(A) Provision of Individual to Serve as Certain Officer. Subject to the other terms and conditions of this Agreement, the Service Provider shall make an individual available to serve as the Clients Chief Compliance Officer ( CCO ).
The Service Provider will not be obliged to perform any other service under this Agreement.
(B) Discretion to Appoint and Remove the Officer; Client Control of the Officer . The Board shall have the sole and absolute discretion to appoint, or to determine not to appoint or to terminate, the services of, any person made available by the Service Provider to serve as an Officer pursuant to Section 2(A). Notwithstanding any other provision of this Agreement or the Primary Agreement to the contrary, the Client acknowledges and agrees that such individuals, when acting as an Officer, are not employees or agents of Service Provider and Service Provider shall not be responsible for their actions or omissions.
(C) Other Terms and Conditions Related to the Officer .
(i) Individuals that Service Provider makes available as Officers need not be employees or agents of Service Provider and may be independent contractors or employees or agents of a third party.
(ii) If Service Provider can no longer secure the services of, or has decided to sever its relationship with, an individual that is currently serving as an Officer, the Client may secure such service directly in any manner deemed appropriate by the Client. If this does not occur, Service Providers only obligation shall be to use reasonable efforts to make another individual available to serve in the same capacity as such an Officer.
(iii) In connection with Service Providers obligation to make an individual available to serve as an Officer, Service Provider shall pay a level of total compensation to such person that is consistent with Service Providers compensation of employees having similar duties, similar seniority, and working at the same or similar geographical location, and Service Provider shall not be required to pay compensation in any greater amount.
(iv) If any employee of Service Provider acts as an Officer of the Client, any such relationship shall be subject to the internal policies of Service Provider concerning the activities of its employees and their service as officers of funds; if such policies prohibit any such employee from acting as an Officer of the Client, Service Providers only obligation shall be to use reasonable efforts to make a non-employee available to serve in the same capacity as such an Officer.
(D) Provision of Information to Officers; Cooperation . In order to permit the Officers to act in the offices to which they have been appointed, the Client agrees to provide, and to cause each other agent or current or immediately preceding service provider to the Client (including Investment Advisers, Intermediaries and Custodians) to provide, to the Officers the information that the Officers may reasonably request in connection
with their respective offices, including, without limitation, any Organic Documents, Offering Documents and Policies and Procedures of the Client (including, as applicable, the Funds compliance program (the Fund Compliance Program) and the SOX disclosure controls and procedures) and any amendments thereto. Client shall also make available, as reasonably requested by the Officers and at the expense of the Client, (i) the opportunity to consult with and seek instructions from the Board and (ii) the opportunity to seek advice from the Clients counsel and independent public accountants.
(E) Notices of Claims . The Client shall promptly notify the Service Provider of any claim, or issue, matter or event that would be reasonably likely to result in any claim, by the Client, one or more Client shareholder(s) or any third party which involves an allegation that any Officer failed to exercise his or her obligations to the Client in a manner consistent with applicable laws.
(F) Indemnification of Officers; Insurance . The Clients Organic Documents and/or resolutions of its Board shall contain mandatory indemnification provisions that are applicable to all Officers made available by Service Provider, that are designed and intended to have the effect of fully indemnifying such officers and holding each harmless with respect to any claims, liabilities and costs arising out of or relating to such Officers service in good faith in a manner reasonably believed to be in the best interests of the Client, except to the extent such Officer would otherwise be liable to the Client or to its security holders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. In addition, the Client shall secure insurance coverage from a reputable insurance company for all Officers under a directors and officers liability policy that is consistent with standards in the mutual fund industry taking into account the size of the Client and each series thereof (each, a Fund ) and the nature of their investment portfolio and other relevant factors.
(G) Resignation of Officers . Any Officer may resign for any reason. Service Provider may terminate this Agreement for cause pursuant to Section 7(B)(ii), and shall have no obligation to endeavor to make available another individual to act as an Officer, if
(i) the Clients governing documents do not, or no longer, contain the indemnity described in Section 2(F) or the Client has not secured or maintained the insurance policy described in Section 2(F);
(ii) the Officer determines, in good faith, that the Client
(a) has failed (I) to establish, maintain and implement a reasonable Fund Compliance Program or (II) to secure the reasonable cooperation of those service providers to the Client or third parties (including Investment Advisers and Intermediaries) that are not affiliated with Service Provider with respect to the Fund Compliance Program, notwithstanding, if such an Officer is the Clients CCO, the reasonable efforts of the CCO;
(b) has failed (I) to establish, maintain and implement reasonable written policies and procedures related to the due diligence obligations of certifying officers under the Sarbanes Oxley Act of 2002 ( SOX disclosure controls and procedures ) or (II) to secure the reasonable cooperation of those Fund Service Providers that are not affiliated with Service Provider with respect to the SOX disclosure controls and procedures;
(c) has failed to secure and retain the services of reputable counsel or independent auditors; or
(d) has violated, or is likely to violate or be deemed by any applicable Governmental Authority to have violated, any applicable Law, including any applicable securities Laws; or
(iii) The Officer, or Service Provider, has suffered a claim from a third party, or been threatened with such a claim, related to or arising out of the fact that the Officer was an officer of the Client.
Effective immediately upon the termination or expiration of the Primary Agreement, the Officers shall be deemed to have resigned their respective offices, with no requirement to deliver a resignation notice to the Client and no requirement by the Client to deliver a termination notice.
(H) Compliance with Laws; No Fiduciary . The Client will comply in all material respects with all Laws applicable to the Client, including Laws related to the establishment and maintenance by the Client of a Fund Compliance Program and SOX disclosure controls and procedures. The Service Provider assumes no responsibility under this Agreement for compliance by the Client with any Laws applicable to the Client. The Service Provider is not, under this Agreement, (i) acting as, and is not required to take any action that would require licensing or registration as, a fiduciary, an investment adviser, a certified public accountant, or a broker or dealer; or (ii) providing investment, legal or tax advice to the Client or any other Person or acting as the Funds independent accountants or auditors. Nothing in this Agreement will oblige either Party to take any action that will breach any Law applicable to such Party, or to omit to take an action if such omission will breach any such Law.
(I) Other Services and Activities . The Client acknowledges that Service Provider and its affiliates may provide services, including administration, advisory, banking and lending, broker dealer and other financial services, to other Persons. Because the Service Provider may be prohibited under applicable Law or contractually from disclosing to the Client any fact or thing that may come to the knowledge of the Service Provider or such affiliates in the course of providing such services, neither the Service Provider nor such affiliates will be required or expected under this Agreement to do so. Subject to compliance with its confidentiality obligations under the Primary Agreement, the Service Provider may acquire, hold or deal with, for its own account or for the account of other Persons, any shares or securities in which the Client is authorized to invest (for itself or its Customers), and the Service Provider will not be required to account to the Client for any profit arising therefrom.
3. SCOPE OF RESPONSIBILITY.
(A) Standard of Care. The Service Provider will exercise reasonable care in selecting an individual to be considered by the Board for appointment as an Officer. The Service Provider shall have no other obligation under this Agreement with respect to the Officers.
(B) Responsibility for Losses . Notwithstanding any other provision of this Agreement to the contrary (including Section 3(A)), (i) the Service Provider will not be liable to the Client for any damages or losses save for those resulting from the gross negligence of the Service Provider in selecting an individual to be considered by the Board for appointment as an Officer, and (ii) the Service Providers liability will be subject to the limitations set forth below.
(C) Limitations on Liability.
(i) The Service Provider is responsible only for those duties as are expressly set forth in Section 2(A) and 2(C). The Service Provider will have no implied duties or obligations. Each Party shall mitigate damages for which the other Party may become responsible hereunder.
(ii) The Client understands and agrees that (i) the obligations and duties of the Service Provider will be performed only by the Service Provider and are not obligations or duties of any other member of the Citigroup Organization (including any branch or office of the Service Provider) and (ii) the rights of the Client with respect to the Service Provider extend only to the Service Provider and, except as provided by applicable Law, do not extend to any other member of the Citigroup Organization.
(iii) The Service Provider is not responsible for the acts, omissions, defaults or insolvency of any third party including, but not limited to, any Investment Advisers, Custodians, Intermediaries, Non-Discretionary Subcontractors or any other Person described in Section 2(E)(iii) of the Primary Agreement.
(iv) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, MADE TO THE CLIENT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE), OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES PROVIDED UNDER THIS AGREEMENT. SERVICE PROVIDER DISCLAIMS ANY WARRANTY OF TITLE OR NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT.
(v) Notwithstanding anything in this Agreement to the contrary, the cumulative liability of Service Provider to the Client for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever (including but not limited to those arising out of or related to this Agreement), and regardless of the form of action or legal theory, shall not exceed the total amount of compensation paid to Service Provider under this Agreement during the twelve (12) months immediately before the date on which the alleged damages were claimed to have been incurred.
(D) MUTUAL EXCLUSION OF CONSEQUENTIAL DAMAGES.
UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR SPECIAL OR PUNITIVE DAMAGES, OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, BUSINESS, REVENUE OR ANTICIPATED SAVINGS, IN RELATION TO THIS AGREEMENT, WHETHER OR NOT THE RELEVANT LOSS WAS FORESEEABLE, OR THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR THAT SUCH LOSS WAS IN CONTEMPLATION OF THE OTHER PARTY.
4. INDEMNITY .
(A) Indemnity by the Client . The Client will indemnify the Service Provider, its affiliates and its and their respective officers, directors, employees and representatives (each, an Indemnitee ) for, and will defend and hold each Indemnitee harmless from, all losses, costs, damages and expenses (including reasonable legal fees) incurred by the Service Provider or such person in any action or proceeding between the Service Provider and the Client or between the Service Provider and any third party arising from or in connection with the performance of this Agreement (each referred to as a Loss ), imposed on, incurred by, or asserted against the Service Provider in connection with or arising out of the following:
(i) this Agreement, except any Loss resulting from the gross negligence of the Service Provider, in each case in connection with the selection by the Service Provider of an individual to be considered by the Board for appointment as an Officer; or
(ii) any alleged untrue statement of a material fact contained in any Offering Document of the Client or arising out of or based upon any alleged omission to state a material fact required to be stated in any Offering Document or necessary to make the statements in any Offering Document not misleading, unless such statement or omission was made in reliance upon, and in conformity with, information furnished in writing to the Client by the Service Provider specifically for use in the Offering Document.
(B) Notification, Participation; Indemnitor Consent. Upon the assertion of a claim for which the Client may be required to indemnify any Indemnitee, the Indemnitee must promptly notify the Client of such assertion, and will keep the Client advised with respect to all developments concerning such claim. The Client will have the option to participate with the Indemnitee in the defense of such claim or to defend against said claim in its own name or in the name of the Indemnitee. The Indemnitee shall in no case confess any claim or make any compromise in any case in which the Client may be required to indemnify it except with the Clients prior written consent, which shall not be unreasonably withheld, conditioned or delayed; notwithstanding Section
7(A) hereof, in the event the Indemnitee has not secured such consent the Client will have no obligation to indemnify the Indemnitee.
5. FEES AND EXPENSES
(A) Fee Schedule . The Client will pay all fees, expenses, charges and obligations incurred from time to time in relation to the services provided hereunder in accordance with the terms of Schedule 1 to this Agreement (the Fee Schedule ), together with any other amounts payable to the Service Provider under this Agreement.
(B) Expenses . In addition to paying the fees set forth in the Fee Schedule, the Client agrees to reimburse the Service Provider for all of its actual out-of-pocket expenses reasonably incurred in providing services under this Agreement, including but not limited to the following:
(i) All out of pocket costs incurred in connection with the provision of Officers to the Company under this Agreement, including travel costs for attending Board meetings, conducting due diligence on the Clients Investment Advisers, Custodian, Intermediaries and other service providers (other than the Service Provider), and attending training conferences and seminars (plus the costs of training); and
(ii) If applicable initially or from time to time thereafter, upon the approval of the Client, costs to recruit a CCO.
In addition, in the event that the Service Provider is requested or authorized by the Client, or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process, to produce documents or personnel with respect to services provided by the Service Provider to the Client or any Fund under this Agreement, the Client will, so long as the Service Provider is not the subject of the investigation or proceeding in which the information is sought, pay the Service Provider for its professional time (at its standard billing rates) and reimburse the Service Provider for its out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such requests or requirements.
(C) Taxes . The Service Provider shall not be liable for any taxes, assessments or governmental charges that may be levied or assessed on any basis whatsoever in connection with the Client or any Customer, excluding taxes, if any, assessed against the Service Provider related to its income or assets. The foregoing clause is subject to any more detailed provisions related to sales, use, excise, value-added, gross receipts, services, consumption and other similar transaction taxes related to the services provided hereunder or this Agreement set forth in the Fee Schedule (if any).
6. REPRESENTATIONS
(A) General. The Client and the Service Provider each represents at the date this Agreement is entered into and any Service is used or provided that:
(i) It is duly organized and in good standing in every jurisdiction where it is required so to be;
(ii) It has the power and authority to sign and to perform its obligations under this Agreement;
(iii) This Agreement is duly authorized and signed and is its legal, valid and binding obligation, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties generally;
(iv) Any consent, authorization or instruction required in connection with its execution and performance of this Agreement has been provided by any relevant third party;
(v) Any act required by any relevant governmental or other authority to be done in connection with its execution and performance of this Agreement has been or will be done (and will be renewed if necessary); and
(vi) Its performance of this Agreement will not violate or breach any applicable law, regulation, contract or other requirement.
(B) Client . The Client also represents at the date this Agreement is entered into and any Service is used or provided that:
(i) Where it acts as an agent on behalf of any of its own Customers, whether or not expressly identified to the Service Provider from time to time, any such Customers will not be customers or indirect customers of the Service Provider;
(ii) It has not relied on any oral or written representation made by the Service Provider or any person on its behalf other than those contained in this Agreement;
(iii) Clients decision to retain the Service Provider is not conditioned on or influenced by the amount of assets that any affiliate of the Service Provider or any customers of the Service Provider or such affiliates may from time to time invest in or through the Client; and
(iv) This Agreement has been presented to, reviewed and approved by each Funds Board.
7. TERM AND TERMINATION
(A) Term . This Agreement will begin on the Effective Date and shall continue until it is terminated by either Party as permitted in Section 7(B).
(B) Termination.
(i) Either Party may terminate this Agreement with or without cause, by provision of a written notice of (i) at least 30 days, in the case of notice from the Client to the Service Provider and (ii) at least 90 days, in the case of notice from the Service Provider to the Client.
(ii) Subject to Section 2(G), the Service Provider may terminate this Agreement with cause on at least thirty (30) days written notice to the Client if the Client has materially breached any of its obligations hereunder; provided , however , that (i) the termination notice will describe the breach; (ii) no such termination will be effective if, with respect to any breach that is capable of being cured prior to the date set forth in the termination notice, the Client has reasonably cured such breach; and (iii) subject to applicable Law, no such thirty (30) day notice period shall be required in the event the Client is insolvent or has submitted a voluntary petition for administration.
(iii) This Agreement may be further terminated by either Party immediately in the event of:
(a) the winding up of or the appointment of an examiner or receiver or liquidator to the other party or on the happening of a like event whether at the direction of an appropriate regulatory agency or court of competent jurisdiction or otherwise; or
(b) the other party no longer being permitted or able to perform its obligations under this Agreement pursuant to applicable law or regulation.
(iv) This Agreement shall terminate automatically, with no further action required by either Party, immediately upon the expiration or termination of the Primary Agreement.
(C) Surviving Terms. The rights and obligations contained in Sections 3-5 and 7-9 of this Agreement will survive the termination of this Agreement.
8. GOVERNING LAW AND ARBITRATION
(A) Governing Law. This Agreement will be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of New York.
(B) Arbitration. To the extent permitted by applicable law, each Party agrees that any controversy arising out of or relating to this Agreement or the services provided hereunder, shall be resolved by arbitration conducted only at FINRA (even though neither party hereto may be a FINRA member). Should any dispute be arbitrated, judgment upon any award rendered by the arbitrators in such proceeding may be entered in any in, any state or federal court of competent jurisdiction located in the Borough of Manhattan, New York City.
(C) Sovereign Immunity. The Client and the Service Provider each irrevocably waives, with respect to itself and its revenues and assets, all immunity on the grounds of sovereignty or similar grounds in respect of its obligations under this Agreement.
9. MISCELLANEOUS
(A) Entire Agreement; Amendments. This Agreement consists exclusively of this document together with any schedules and supersedes any prior agreement related to the subject matter hereof, whether oral or written, including the Compliance Services Agreement between the Parties dated September 27, 2004. In case of inconsistency between the terms of this Agreement and the terms of any Schedule, appendix of exhibit hereto, the terms of this Agreement will prevail. Except as specified in this Agreement, this Agreement may only be modified by written agreement of the Client and the Service Provider.
(B) Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable under any applicable law, the remaining provisions will remain in full force and effect (as will that provision under any other law).
(C) Waiver of Rights. No failure or delay of the Client or the Service Provider in exercising any right or remedy under this Agreement will constitute a waiver of that right. Any waiver of any right will be limited to the specific instance. The exclusion or omission of any provision or term from this Agreement will not be deemed to be a waiver of any right or remedy the Client or the Service Provider may have under applicable law.
(D) Recordings. The Client and the Service Provider consent to telephonic or electronic recordings for security and quality of service purposes and agree that either may produce telephonic or electronic recordings or computer records as evidence in any proceedings brought in connection with this Agreement.
(E) Assignment. No party may assign any of its rights or obligations under this Agreement without the others prior written consent, which consent will not be unreasonably withheld or delayed; provided that the Service Provider may make such assignment to a branch, subsidiary or affiliate.
(F) Headings . Titles to Sections of this Agreement are included for convenience of reference only and will be disregarded in construing the language contained in this Agreement.
(G) Counterparts . This Agreement may be executed in several counterparts, each of which will be an original, but all of which together will constitute one and the same agreement.
(J) Third Party Beneficiaries or Joint Venture . There are no third party beneficiaries to this Agreement. This Agreement does not create a joint venture or partnership between the Parties.
(K) Certain Communications . The Client hereby acknowledges that it has requested the delivery of Reports, Client Records and other information processed and/or maintained by the Service Provider hereunder in an unencrypted manner and accepts the risk that such delivery means may expose such information to
disclosure through media and hardware that are not within the control of the Service Provider during the delivery process.
IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized.
Citi Fund Services Ohio, Inc. |
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The Boston Trust & Walden Funds |
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/s/ Jay Martin |
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By: |
/s/ Lucia Santini |
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Name: Jay Martin |
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Name: Lucia Santini |
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Title: President |
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Title: President |
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Date: 1/26/17 |
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Date: 1/25/2017 |
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Exhibit 99.B(p)(1)(ii)
CITI FUND SERVICES, INC.
CITI FUND SERVICES OHIO, INC.
CODE OF ETHICS
JANUARY 1, 2017
I. INTRODUCTION
This Code of Ethics (the Code) sets forth the basic guidelines of ethical conduct for all Covered Persons, as hereinafter defined, of Citi Fund Services Ohio, Inc. (Citi or Citi Fund Services). Compliance with the Code does not alleviate a Covered Persons responsibilities under any other Citigroup policy or procedure, including, but not limited to, the Code of Conduct and the Employee Trading Policy. Specifically, this Code does not require pre-clearance of securities transactions for Covered Persons; however, most Citi Fund Services associates are still required to pre-clear securities transactions through the Employee Due Diligence (EmDD) website pursuant to Citigroups Employee Trading Policy. These and other documents are available through the citigroup.net portal (see list of policies, websites, and other contact information on Exhibit F).
The Code is intended to comply with the requirements of Rule 17j-1 under the Investment Company Act of 1940, as amended, (the 1940 Act). Rule 17j-1(b) generally makes it unlawful for an affiliated person of Citi in connection with the purchase or sale by such person of a security held or to be acquired (as hereinafter defined) by any such registered investment company, to:
(1) employ any device, scheme or artifice to defraud the Fund;
(2) make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they are made to the Fund, not misleading;
(3) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon the Fund; or
(4) engage in any manipulative practice with respect to the Fund.
II. DEFINITIONS
The following definitions are used for purposes of the Code.
Access Person is defined for purposes of this Code as all Covered Persons identified in Exhibit A. This Code covers certain Citi associates that are not otherwise deemed Access Persons by law.
Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically into (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.
Beneficial ownership of a security is defined under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, which provides that a Covered Person should consider himself/herself the beneficial owner of securities held by his/her spouse, his/her minor children, a relative who shares his/her home, or other persons, directly or indirectly, if by reason of any contract, understanding, relationship, agreement, or
2017 Citi Fund Services Code of Ethics
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 Citis core operations, and who are otherwise subject to Citigroups 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 companys securities.
Outside Party is any existing or prospective business source, such as an employee of a mutual funds 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 Persons spouse, minor children, or other relations residing in the Covered Persons 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 Persons position of trust and responsibility; and
(3) The duty to ensure that Covered Persons do not take inappropriate advantage of their position with Citi.
V. GIFTS AND ENTERTAINMENT STANDARD
All Covered Persons are subject to the ICG Gifts and Entertainment Standard which generally prohibits the provision or receipt of gifts by employees within GTS.
The ICG Gifts & Entertainment Standard is located at
https://policydirectory.citi.net/cpd/Lists/Policies/Compliance/Corporate%20Compliance/Citi-level%20policies/Gifts%20and%20Entertainment%20Policy.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,
including escalation to the impacted fund and to applicable regulatory agencies. All Citi associates are required to cooperate fully with the review and are required to comply with the Citi Fund Services Escalation Procedure in effect at the time of reporting.
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 employees 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.
Covered Persons who serve as Fund Officers for exchange traded funds and closed-end funds that trade on an exchange are subject to further trading restrictions regarding profits on sales of any such securities they have held for less than six months, pursuant to Section 16(b) of The Securities Exchange Act of 1934. It is the responsibility of these Covered Persons to comply with these additional requirements.
2. Initial and Annual Certifications
All Covered Persons shall be required to sign and submit to the Code Compliance Officer a certification, in the form of an electronic Exhibit B affirming that he/she has read and understands this Code to which he/she
is subject within ten (10) days following the commencement of their employment or otherwise becoming subject to this Code and at least annually within forty-five (45) days following the end of each calendar year. In addition, through the execution of Exhibit B, the Covered Person is certifying that he/she has complied with the requirements of this Code and has disclosed and reported all personal securities transactions that are required to be disclosed and reported by this Code.
B. Restrictions and Reporting Requirements for all Access Persons:
Each Access Person must refrain from engaging in a personal securities transaction when the Access Person knows, or in the ordinary course of fulfilling his/her duties would have reason to know, that at the time of the personal securities transaction a Fund has a pending buy or sell order in the same Covered Security.
1. Duplicate Brokerage confirmations and statements (1)
All Access Persons maintaining security accounts outside of a Citi in-house entity or Preferred Broker pursuant to a permissible exception to the 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. Citi in-house entities include Citi Personal Wealth Management, the private client branch of the Private Bank, the National Investor Center (formerly myFi) and International Personal Banking Investment branches. Preferred Brokers currently include, TD Ameritrade, Fidelity, and Charles Schwab. Compliance approval is required for all accounts maintained outside of Citi (including Preferred Broker Accounts). Effective June 13, 2014, Covered Persons with a pre-existing relationship with Morgan Stanley may continue to maintain existing accounts and establish new accounts with Morgan Stanley. All newly established Morgan Stanley relationships and accounts are generally prohibited unless approved by Compliance. Exemptions may be granted on a limited basis by contacting Compliance through the Outside Activities Unit (please see Exhibit F for contact information). Statements must be filed for all accounts containing Covered Securities (including accounts of other persons holding Covered Securities in which the Access Person has a beneficial ownership interest). Failure of a broker/dealer to send duplicate trade confirmations or account statements will not excuse a violation of this Section by an Access Person.
A sample letter instructing a broker/dealer firm to send duplicate trade confirmations and account statements to Citi is available from the Code Compliance Officer. A copy of the letter instructing the broker/dealer to provide duplicate trade confirmations and account statements to Citi must
(1) Covered Persons maintaining accounts through a Citi in-house entity or Preferred Broker, 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.
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-Citi in-house entity or non-Preferred Broker account from the Citigroup Outside Activities Unit to the Code Compliance Officer for signature and submission to the requesting broker/dealer. The supplying of this letter does not relieve the Citi associate of their responsibilities under the 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 an electronic Exhibit C with the Code Compliance Officer within ten (10) days of commencement of their employment or otherwise becoming subject to this Code and thereafter on an annual basis within forty-five (45) days after the end of each calendar year in accordance with procedures established by the Code Compliance Officer. Such report must be current as of a date not more than 45 days before the report is submitted.
3. Transaction/New Account Reports
All Access Persons must file a completed Transaction/New Account Report in the form of Exhibit D hereto with the Code Compliance Officer within thirty (30) days after opening an account or entering into any personal securities transaction with a broker-dealer (other than Citi in-house entities or Preferred Brokers), bank or transfer agent in which Covered Securities are recorded. This requirement does not fulfill any additional reporting requirements under the 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 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 and Shared Infrastructure Services all associates (includes Business Support Team, Business Systems Ops, Support Services, Server Support, Telecommunications, Technology, IST NAM Columbus Funds, Operations Control Tech Ohio, and Shared Services)
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 or exchange traded fund serviced by Citi
Accounting Support Group all associates
Fund Accounting all associates
Financial Administration all associates (includes Tax, Fund Compliance, and Fund Administration)
Fund Client Services all associates
Regulatory Administration all associates
As of January 1, 2017(2)
(2) The positions listed on this Exhibit A may be amended from time to time as required.
CITI CODE OF ETHICS
EXHIBIT B
(2017)
INITIAL AND ANNUAL CERTIFICATION
I hereby certify that I have read and thoroughly understand and agree to abide by the conditions set forth in the Citi Fund Services Code of Ethics (the Code). I further certify that, during the time of my affiliation with Citi, I will comply or have complied with the requirements of this Code and will disclose/report or have disclosed/reported all personal securities transactions required to be disclosed/reported by the Code.
If I am deemed to be an Access Person under this Code, I certify that I will comply or have complied with the Transaction/New Account Report requirements as detailed in the Code and submit herewith my Initial and/or Annual Holdings Report. I further certify that I have disclosed all accounts held by me and will direct or have directed each broker (excluding Citi in-house entities or a Preferred Broker), dealer, bank or transfer agent with whom I have an account or accounts to send to the Citi Code Compliance Officer duplicate copies of all confirmations and/or account statements relating to my account(s). I further certify that the Code Compliance Officer has been supplied with copies of all such letters of instruction.
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CITI CODE OF ETHICS
EXHIBIT C
2017
INITIAL AND ANNUAL HOLDINGS REPORT
Name and Address of |
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Discretionary |
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Broker, Dealer, Bank, |
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Account(3) |
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If New Account, |
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or Adviser(s) |
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(Yes or No) |
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Account Number(s) |
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Date Established |
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o Yes o No |
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o Yes o No |
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o Yes o No |
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o Yes o No |
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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 Citi in-house entities(4) or Preferred Brokers(5)), 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 a Citi in-house entity or Preferred Broker (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 clients prior knowledge or consent.
(4) Citi in-house entities include Citi Personal Wealth Management, the private client branch of the Private Bank, the National Investor Center (formerly myFi), and International Personal Banking Investment branches.
(5) Preferred Brokers currently include TD Ameritrade, Fidelity, and Charles Schwab. Morgan Stanley is, also, a Preferred Broker but only for those persons with relationships established prior to June 13, 2014.
INITIAL AND ANNUAL HOLDINGS REPORT
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Number of |
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Description |
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Covered |
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Principal Amount |
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Securities Held |
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CITI CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT
EXHIBIT D
(2017)
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
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and Date Established, If New) |
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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.
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CITI CODE OF ETHICS
EXHIBIT E
(2017)
ANNUAL CERTIFICATION OF ADEQUACY
CERTIFICATION TO THE FUNDS BOARDS OF
DIRECTORS/TRUSTEES
Citi Fund Services (Citi) requires that all directors, officers and associates of Citi (Covered Persons) certify, upon becoming subject to the Citi Code of Ethics (the Code) and annually thereafter, that they have read and thoroughly understand and agree to abide by the conditions set forth in the Code. If such Covered Persons are deemed to be Access Persons under the Code, they are required to submit Initial and Annual Holdings Reports. Access Persons must also submit Transaction Reports to the Code Compliance Officer, reporting all personal securities transactions in Covered Securities for all accounts in which the Access Person has any direct or indirect beneficial interest within thirty (30) days of entering into any such transactions. Access Persons must disclose all accounts and direct each of their brokers (excluding Citi in-house entities or Preferred Brokers), dealers, banks or transfer agents to send duplicate trade confirmations and statements of all such personal securities transactions directly to the Code Compliance Officer. The Code Compliance Officer will review each Access Persons 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 Citis Code and the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended.
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Michelle L. Brown |
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Code Compliance Officer |
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Citi Fund Services |
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ADDITIONAL POLICY LINKS AND CONTACT INFORMATION
EXHIBIT F
Citi Code of Conduct:
http://www.citigroup.com/citi/investor/data/codeconduct_en.pdf?ieNocache=807
Gifts & Entertainment Standard:
https://policydirectory.citi.net/cpd/Lists/Policies/Compliance/Corporate%20Compliance/Citi-level%20policies/Gifts%20and%20Entertainment%20Policy.pdf
Employee Personal Trading and Investment Policy for Citi Brokerage and Advisory Persons:
https://policydirectory.citi.net/cpd/Lists/Policies/Compliance/Corporate%20Compliance/Citi-level%20policies/Employee%20Trading%20Policy.pdf
Personal Trading Policy for Citi Access Persons:
https://policydirectory.citi.net/cpd/Lists/Policies/Compliance/Corporate%20Compliance/Citi-level%20policies/Personal%20Trading%20Policy%20and%20Standards.pdf
Prohibited Sales & Trading Activities Policy:
https://policydirectory.citi.net/cpd/Lists/Policies/ICG/Markets/Prohibited%20Sales%20and%20Trading%20Activities%20Policy.pdf
Outside Directorships and Business Interests Policy:
https://policydirectory.citi.net/cpd/Lists/Policies/Compliance/Corporate%20Compliance/Citi-level%20policies/Outside%20Directorships%20and%20Business%20Interests%20Policy.pdf
Outside Activities Unit North America Phone Number:
(866) 547-9144
Employee Due Diligence (EmDD)for Preclearance of Trades:
https://emdd.nj.ssmb.com/siteminderagent/forms/login.fcc?TYPE=33554433&REALMOID=06-a5acdbd6-890b-1018-9c73-84fb3af10000&GUID=&SMAUTHREASON=0&METHOD=GET&SMAGENTNAME=-SM-L53ycv7udBO%2f2IU8FIIyrhAFtBIF2MxlBgcWtx%2bA5yCRtbD%2btrWoSW24Ul7yj3PmBMApjoUKQfJsRFV%2fS4HmHOBNY5QrK1wp&TARGET=-SM-%2fEMDD%2f
Preclearance Hotline:
(866) 369-2074
Preclearance E-mail:
*CMPL US ETSG Surveillance
Citi Expense Management Policy:
https://policydirectory.citi.net/cpd/Lists/Policies/Finance/CEMP/Citi%20Expense%20Management%20Policy%20(CEMP).pdf
Exhibit 99.B(p)(2)
FORESIDE
CODE OF ETHICS
FORESIDE
CODE OF ETHICS
INTRODUCTION |
1 |
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1. |
STANDARDS OF PROFESSIONAL CONDUCT |
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(a) Fiduciary Duties |
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(b) Compliance with Laws |
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(c) Corporate Culture |
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(d) Professional Misconduct |
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(e) Disclosure of Conflicts |
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(f) Undue Influence |
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(g) Confidentiality and Protection of Material Nonpublic Information |
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(h) Personal Securities Transactions |
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(i) Gifts |
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(j) Service on Boards |
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(k) Prohibition Against Market Timing |
4 |
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2. |
WHO IS COVERED BY THIS CODE |
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PROHIBITED TRANSACTIONS |
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(a) Blackout Period |
5 |
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(b) Requirement for Pre-clearance |
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(c) Fund Officer Prohibition |
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REPORTING REQUIREMENTS OF ACCESS PERSONS |
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(a) Reporting |
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(b) Exceptions from Reporting Requirement of Section 4 |
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(c) Initial Holdings Reports |
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(d) Quarterly Transaction Reports |
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(e) New Account Opening; Quarterly New Account Report |
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(f) Annual Holdings Reports |
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(g) Alternative Reporting |
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(h) Report Qualification |
8 |
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(i) Providing Access to Account Information |
8 |
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(j) Confidentiality of Reports |
8 |
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5. |
ACKNOWLEDGMENT AND CERTIFICATION OF COMPLIANCE |
8 |
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REPORTING VIOLATIONS |
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TRAINING |
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REVIEW OFFICER |
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(a) Duties of Review Officer |
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(b) Potential Trade Conflict |
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(c) Required Records |
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(d) Post-Trade Review Process |
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(e) Submission to Fund Board |
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(f) Report to the Risk Committee |
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Appendix A - Foreside Companies |
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Appendix B - Definitions |
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Attachment A Access Person Acknowledgement |
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Attachment B Pre-Clearance Request Form |
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INTRODUCTION
This Code of Ethics (the Code) has been adopted by Foreside Financial Group, LLC (Foreside) and each of its direct or indirect wholly-owned subsidiaries as listed in Appendix A (each, a Company and collectively, the Companies). This Code pertains to the Companies distribution services to registered management investment companies or series thereof, as well as those funds for which certain employees of the Companies (or an affiliate thereof) serve as an officer or director of a registered investment company (Fund Officer) or have been designated an Access Person by the Review Officer(1) (each a Fund and as set forth in the List of Access Persons & Reportable Funds). This Code:
1. establishes standards of professional conduct;
2. establishes standards and procedures for the detection and prevention of activities by which persons having knowledge of the investments and investment intentions of a Fund may abuse their fiduciary duties to the Fund; and
3. addresses other types of conflict of interest situations.
Definitions of underlined terms are included in Appendix B.
Each Company, through its President, may impose internal sanctions should Access Persons of any Company (as identified on the List of Access Persons & Reportable Funds maintained by the Review Officer) violate these policies or procedures. A registered broker-dealer and its personnel may be subject to various regulatory sanctions, including censure, suspension, fines, expulsion or revocation of registration for violations of securities rules, industry regulations and the Companys internal policies and procedures. In addition, negative publicity associated with regulatory investigations and private lawsuits can negatively impact and severely damage business reputation.
Furthermore, failure to comply with this Code is a very serious matter and may result in internal disciplinary action being taken. Such action may include, among other things, warnings, reprimand, restrictions on activities and/or suspension or termination of employment. Violations also may result in referral to regulatory, civil or criminal authorities where appropriate.
Should Access Persons require additional information about this Code or have ethics-related questions, please contact the Review Officer, as defined under Section 8 below, directly.
(1) Each Company is adopting this Code pursuant to Rule 17j-1 with respect to certain funds that it distributes or for which an employee of the Company serves as a Fund Officer or has been designated as an Access Person. Pursuant to the exception noted under Rule 17j-1(c)(3), adopting and approving a Rule 17j-1 code of ethics with respect to a Fund, as well as the Codes administration, by a principal underwriter is not required unless:
· the principal underwriter is an affiliated person of the Fund or of the Funds adviser, or
· an officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Funds investment adviser.
A Fund Officer is permitted to report as an Access Person under this Code with respect to the Funds listed on the List of Access Persons & Reportable Funds maintained by the Review Officer.
1. STANDARDS OF PROFESSIONAL CONDUCT
Each Company forbids any Access Person from engaging in any conduct that is contrary to this Code. Furthermore, certain persons subject to the Code are also subject to other restrictions or requirements that affect their ability to open securities accounts, effect securities transactions, report securities transactions, maintain information and documents in a confidential manner and other matters relating to the proper discharge of their obligations to the Company or to a Fund.
Each Company has always held itself and its employees to the highest ethical standards. Although this Code is only one manifestation of those standards, compliance with its provisions is essential. Each Company adheres to the following standards of professional conduct, as well as those specific policies and procedures discussed throughout this Code:
(a) Fiduciary Duties . Each Company and its Access Persons are fiduciaries and at all times shall:
· act solely for the benefit of the Funds; and
· place each Funds interests above their own.
(b) Compliance with Laws . Access Persons shall maintain knowledge of and comply with all applicable federal and state securities laws, rules and regulations, and shall not knowingly participate or assist in any violation of such laws, rules or regulations.
It is unlawful for Access Persons to use any information concerning a security held or to be acquired by a Fund, or their ability to influence any investment decisions, for personal gain or in a manner detrimental to the interests of a Fund.
Access Persons shall not, directly or indirectly, in connection with the trading of a Funds shares or the purchase or sale of a security held or to be acquired by a Fund for which they are an Access Person:
(i) employ any device, scheme or artifice to defraud a Fund or engage in any manipulative practice with respect to a Fund;
(ii) make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon a Fund; or
(iv) engage in any manipulative practice with respect to securities, including price manipulation.
(c) Corporate Culture . Access Persons, through their words and actions, shall act with integrity, encourage honest and ethical conduct and adhere to a high standard of business ethics.
(d) Professional Misconduct . Access Persons shall not engage in any professional conduct involving dishonesty, fraud, deceit or misrepresentation, or commit any act that reflects adversely on their honesty, trustworthiness or professional competence. Access Persons shall not knowingly misrepresent, or cause others to misrepresent, facts about a Company to a Fund, a Funds shareholders, regulators or any member of the public. Disclosure in reports and documents should be fair and accurate.
(e) Disclosure of Conflicts . As a fiduciary, each Company and Access Person has an affirmative duty of care, loyalty, honesty and good faith to act in the best interests of a Fund. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any Fund. Access Persons must try to avoid situations that have even the appearance of conflict or impropriety.
This Code prohibits inappropriate favoritism of one Fund over another that would constitute a breach of fiduciary duty. Access Persons shall support an environment that fosters the ethical resolution of, and appropriate disclosure of, conflicts of interest, and shall comply with any prohibition on activities imposed by a Company if a conflict of interest exists. If any Access Person is (or becomes) aware of a personal interest that is, or might be, in conflict with the interest of a Fund, that Access Person must promptly disclose the situation or transaction and the nature of the conflict to the Review Officer for appropriate consideration.
(f) Undue Influence . Access Persons shall not cause or attempt to cause any Fund to purchase, sell or hold any security in a manner calculated to create any personal benefit to them or others whose accounts they hold a beneficial ownership interest (i.e., their spouse or domestic partner, minor children or relatives who reside in the Access Persons household) or over which they have direct or indirect influence or control.
(g) Confidentiality and Protection of Material Nonpublic Information. The term Material Nonpublic Information refers to information that is both material information and nonpublic information, and also may be referred to as Inside Information. Information is considered to be Nonpublic Information unless it has been publicly disclosed, for example, through public filing with a securities regulator, issuance of a press release or the issuance of a prospectus. The term Material Information has no specific definition, but, for the purposes of this Code, it shall refer to any information that might have an effect on the market for a security generally or any information that a reasonable person would consider important in a decision to buy, hold or sell a security. Examples of material nonpublic information may include, but are not limited to: sales results; earnings (or loss) estimates (including significant changes to previously released information); dividend actions; strategic plans; new products, discoveries or services; significant personnel changes; acquisition, merger and divestiture plans; liquidity issues; proposed securities offerings; major pending or threatened litigation or potential claims; restructurings and recapitalizations; and the negotiation or termination of major contracts or relationships.
Information concerning the identity of portfolio holdings and financial circumstances of a Fund is confidential. Access Persons are responsible for safeguarding such material nonpublic
information about a Fund, including portfolio recommendations and fund holdings. Except as required in the normal course of carrying out their business responsibilities and as permitted by a Funds policies and procedures, Access Persons shall not reveal information relating to the investment intentions or activities of any Fund, or securities that are being considered for purchase or sale on behalf of any Fund.
Access Persons in possession of material nonpublic information must maintain the confidentiality of such information, and each Company shall be bound by a Funds policies and procedures with regard to disclosure of an investment companys identity, affairs and portfolio holdings. The obligation to safeguard such Fund information would not preclude Access Persons from providing necessary information to, for example, persons providing services to a Company or a Funds account such as brokers, accountants, custodians and fund transfer agents, or in other circumstances when the Fund consents, as long as such disclosure conforms to the Funds portfolio holdings disclosure policies and procedures.
In any case, Access Persons shall not:
· trade based upon inside information, especially where Fund trades are likely to be pending or imminent; or
· use or share knowledge of any material nonpublic information of a Fund for personal gain or benefit or for the personal gain or benefit of others.
(h) Personal Securities Transactions . All personal securities transactions shall be conducted in such a manner as to be consistent with this Code and to avoid any actual or potential conflict of interest or any abuse of any Access Persons position of trust and responsibility.
(i) Gifts . Access Persons shall not accept or provide anything in excess of $100.00 (per individual per year) or any other preferential treatment, in each case as a gift, to or from any broker-dealer or other entity with which a Company or a Fund does business.
(j) Service on Boards . Access Persons shall not serve on the boards of trustees (or directors) of publicly traded companies, absent prior authorization based upon a determination by the Review Officer that the board service would be consistent with the interests of the Company, a Fund and its shareholders.
(k) Prohibition Against Market Timing . Access Persons shall not engage in market timing of shares of Reportable Funds (a list of which are provided in the List of Access Persons & Reportable Funds maintained by the Review Officer). For purposes of this section, an Access Persons trades shall be considered market timing if made in violation of any stated policy in the Funds prospectus.
2. WHO IS COVERED BY THIS CODE
All Access Persons, in each case only with respect to the Reportable Funds as listed on the List of Access Persons & Reportable Funds maintained by the Review Officer, shall abide by
this Code. Access Persons are required to comply with specific reporting requirements as set forth in Sections 3 and 4 of this Code.
3. PROHIBITED TRANSACTIONS
(a) Blackout Period . Access Persons shall not purchase or sell a Reportable Security in an account in their name, or in the name of others in which they hold a beneficial ownership interest or over which they have direct or indirect influence or control, if they had actual knowledge at the time of the transaction that, during the 24 hour period immediately preceding or following the transaction, the security was purchased or sold or was considered for purchase or sale by a Fund.
(b) Requirement for Pre-clearance . Access Persons must obtain prior written approval from the Review Officer before:
(i) directly or indirectly acquiring beneficial ownership in securities in an initial public offering for which no public market in the same or similar securities of the issue has previously existed;
(ii) directly or indirectly acquiring beneficial ownership in securities in a private placement; and
(iii) directly or indirectly purchasing, selling or acquiring shares of a Reportable Fund for which they are an Access Person.
All requests for pre-clearance of securities transactions must be submitted to the Review Officer for review using the Pre-Clearance Request Form, in the form of Attachment B .
In determining whether to pre-clear the transaction, the Review Officer shall consider, among other factors, whether such opportunity is being offered to the Access Person by virtue of his or her position with the Fund or would result in a conflict of interest. Other factors to be considered may include: discussion with the Access Person concerning the reason for the requested transaction and how he or she became aware of the investment; the Access Persons work role; the size and holding period of the proposed investment; the market capitalization of the issuer; the liquidity of the security; and other relevant factors. The Review Officer granting or denying the request must document the basis for the decision and notify the requesting person whether the trading request is approved or denied.
A pre-clearance request should not be submitted for a transaction that the requesting person does not intend to execute. Pre-clearance trading authorization is valid only from the time when approval is granted through the next business day. If the transaction is not executed within this period, an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days. With respect to any effected transaction, the Access Person must provide the Review Officer with a transaction report evidencing the transaction consistent with the reporting requirements of Section 4.
(c) Fund Officer Prohibition . No Fund Officer shall directly or indirectly seek to obtain information (other than that necessary to accomplish the functions of the office) from any
Fund portfolio manager regarding (i) the status of any pending securities transaction for a Fund or (ii) the merits of any securities transaction contemplated by the Fund Officer.
4. REPORTING REQUIREMENTS OF ACCESS PERSONS
(a) Reporting . Access Persons must report the information described in this Section with respect to transactions in any Reportable Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership . Access Persons must submit the appropriate reports to the Review Officer, unless they are otherwise required by a Fund, pursuant to a Code of Ethics adopted by the Fund, to report to the Fund or another entity.
(b) Exceptions from Reporting Requirement of Section 4 . Access Persons need not submit:
(i) any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;
(ii) a quarterly transaction report with respect to transactions effected pursuant to an automatic investment plan. However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be included in a quarterly transaction report;
(iii) a quarterly transaction report with respect to transactions effected which were non-volitional on the part of the Access Person, including acquisitions of Reportable Securities by gift or inheritance; or
(iv) a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Company holds in its records so long as the Company receives the confirmations or statements no later than thirty (30) days after the end of the applicable calendar quarter.
(c) Initial Holdings Reports . No later than ten (10) days after a person becomes an Access Person, the person must report the following information:
(i) the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the person has any direct or indirect beneficial ownership as of the date the person became an Access Person;
(ii) the name of any broker, dealer or bank with whom the person maintains an account in which any securities were held for the Access Persons direct or indirect benefit as of the date the person became an Access Person; and
(iii) the date that the report is submitted by the Access Person.
The information contained in the initial holdings report must be current as of a date no more than forty-five (45) days prior to the date the person becomes an Access Person.
(d) Quarterly Transaction Reports . No later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a quarterly transaction report which includes, at a minimum, the following information with respect to any transaction during the quarter in a
Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership:
(i) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Reportable Security involved;
(ii) the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
(iii) the price of the Reportable Security at which the transaction was effected;
(iv) the name of the broker, dealer or bank with or through which the transaction was effected; and
(v) the date that the report is submitted.
(e) New Account Opening; Quarterly New Account Report . Each Access Person shall provide written notice to the Review Officer prior to opening any new account with any entity through which a Reportable Securities (whether or not publicly traded) transaction may be effected for which the Access Person has direct or indirect beneficial ownership.
In addition, no later than thirty (30) days after the end of a calendar quarter, each Access Person must submit a Quarterly New Account Report with respect to any account established by such a person in which any Reportable Securities (whether or not publicly traded) were held during the quarter for the direct or indirect benefit of the Access Person. The Quarterly New Account Report shall cover, at a minimum, all accounts at a broker-dealer, bank or other institution opened during the quarter and provide the following information:
(1) the name of the broker, dealer or bank with whom the Access Person has established the account;
(2) the date the account was established; and
(3) the date that the report is submitted by the Access Person.
(f) Annual Holdings Reports . Annually, each Access Person must report the following information (which information must be current as of a date no more than forty-five (45) days before the report is submitted):
(i) the title, type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Reportable Security (whether or not publicly traded) in which the Access Person had any direct or indirect beneficial ownership;
(ii) the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities are held for the Access Persons direct or indirect benefit; and
(iii) the date that the report is submitted by the Access Person.
(g) Alternative Reporting . The submission to the Review Officer of duplicate broker trade confirmations and account statements on all securities transactions required to be reported under this Section shall satisfy the reporting requirements of Section 4. The annual
holdings report may be satisfied by confirming annually, in writing, the accuracy of the information delivered by, or on behalf of, the Access Person to the Review Officer and recording the date of the confirmation.
(h) Report Qualification . Any report may contain a statement that the report shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the Reportable Securities to which the report relates.
(i) Providing Access to Account Information . Access Persons will promptly:
(i) provide full access to a Fund, its agents and attorneys to any and all records and documents which a Fund considers relevant to any securities transactions or other matters subject to the Code;
(ii) cooperate with a Fund, or its agents and attorneys, in investigating any securities transactions or other matter subject to the Code;
(iii) provide a Fund, its agents and attorneys with an explanation (in writing if requested) of the facts and circumstances surrounding any securities transaction or other matter subject to the Code; and
(iv) promptly notify the Review Officer or such other individual as a Fund may direct, in writing, from time to time, of any incident of noncompliance with the Code by anyone subject to this Code.
(j) Confidentiality of Reports . Transaction and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of this Code or to comply with requests for information from regulatory or government agencies or law enforcement where applicable.
5. ACKNOWLEDGEMENT AND CERTIFICATION OF COMPLIANCE
Each Access Person is required to acknowledge in writing, initially and annually (in the form of Attachment A ), that the person has received, read and understands the Code (and in the case of any amendments thereto, shall similarly acknowledge such amendment) and recognizes that he or she is subject to the Code. Further, each such person is required to certify annually that he or she has:
· read, understood and complied with all the requirements of the Code;
· disclosed or reported all personal securities transactions pursuant to the requirements of the Code; and
· not engaged in any prohibited conduct.
If an Access Person is unable to make the above representations, he or she shall report any violations of this Code to the Review Officer.
6. REPORTING VIOLATIONS
Access Persons shall report any violations of this Code promptly to the Review Officer, unless the violations implicate the Review Officer, in which case the individual shall report the violations to the Managing Director of Risk & Corporate Compliance or Chief Executive Officer of Foreside, as appropriate. Such reports will be confidential, to the extent permitted by law, and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of this Code.
Reported violations of the Code will be investigated and appropriate actions will be taken. Types of reporting that are required include, but are not limited to:
· Noncompliance with applicable laws, rules and regulations;
· Fraud or illegal acts involving any aspect of the Companys business;
· Material misstatements in regulatory filings, internal books and records, Fund records or reports;
· Activity that is harmful to a Fund, including Fund shareholders; and
· Deviations from required controls and procedures that safeguard a Fund or a Company.
Access Persons should seek advice from the Review Officer with respect to any action or transaction that may violate this Code, and refrain from any action or transaction that might lead to the appearance of a violation. Access Persons should promptly report any apparent or suspected violations in addition to actual or known violations of this Code to the Review Officer.
7. TRAINING
Training with respect to the Code will occur periodically and all Access Persons are required to attend any training sessions or read any applicable materials. Training may include, among other things, (1) periodic orientation or training sessions with new and existing personnel to remind them of their obligations under the Code and/or (2) certifications that Access Persons have read and understood the Code, and require re-certification that they have re-read, understand and have complied with the Code.
8. REVIEW OFFICER
(a) Duties of Review Officer . The President of Foreside has been appointed by the President of each Company as the Review Officer to:
(i) review all securities transaction and holdings reports and maintain the names of persons responsible for reviewing these reports;
(ii) identify all persons of each Company who are Access Persons subject to this Code, promptly inform each Access Person of the requirements of this Code and provide them with a copy of the Code and any amendments;
(iii) compare, on a quarterly basis, all Reportable Securities transactions with each Funds completed portfolio transactions to determine whether a Code violation may have occurred;
(iv) maintain signed acknowledgments and certifications by each Access Person who is then subject to this Code, in the form of Attachment A ;
(v) inform all Access Persons of their requirements to obtain prior written approval from the Review Officer prior to directly or indirectly acquiring beneficial ownership of a security in any private placement, initial public offering or Reportable Fund;
(vi) ensure that Access Persons receive adequate training on the principles and procedures of this Code;
(vii) review, at least annually, the adequacy of this Code and the effectiveness of its implementation; and
(viii) submit a written report to a Funds Board and Foresides Risk Committee as described in Section 8(e) and (f), respectively.
The Managing Director of Risk & Corporate Compliance of Foreside shall review any reportable securities transactions of the Review Officer, and shall assume the responsibilities of the Review Officer in his or her absence. The Review Officer may delegate responsibilities described herein to an appropriate Foreside representative.
(b) Potential Trade Conflict . When there appears to be a Reportable Securities transaction that conflicts with the Code, the Review Officer shall request a written explanation from the Access Person with regard to the transaction. If, after post-trade review, it is determined that there has been a material violation of the Code, a report will be made by the Review Officer with a recommendation of appropriate action to be taken to the Risk Committee of Foreside, the President of each Company, where applicable, the Chief Compliance Officer of each Companys Broker-Dealer, where applicable, and a Funds Board of Trustees (or Directors), where applicable.
(c) Required Records . The Review Officer shall maintain and cause to be maintained:
(i) a copy of any code of ethics adopted by each Company that is in effect, or at any time within the past five (5) years was in effect, in an easily accessible place;
(ii) a record of any violation of any code of ethics, and of any action taken as a result of such violation, in an easily accessible place for at least five (5) years after the end of the fiscal year in which the last entry was made on any such report, the first two (2) years in an easily accessible place;
(iii) a copy of each holdings and transaction report (including duplicate confirmations and statements) made by anyone subject to this Code as required by Section 4 for at least five (5) years after the end of the fiscal year in which the report is made, the first two (2) years in an easily accessible place;
(iv) a record of all written acknowledgements and certifications by each Access Person who is currently, or within the past five (5) years was, an Access Person
(records must be kept for 5 years after individual ceases to be a Access Person under the Code);
(v) a list of all persons who are currently, or within the past five years were, required to make reports or who were responsible for reviewing these reports pursuant to any code of ethics adopted by each Company, in an easily accessible place;
(vi) a copy of each written report and certification required pursuant to Section 8(e) of this Code for at least five (5) years after the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place;
(vii) a record of any decision, and the reasons supporting the decision, approving the acquisition of securities by Access Persons under Section 3(b) of this Code, for at least five (5) years after the end of the fiscal year in which the approval is granted; and
(viii) a record of any decision, and the reasons supporting the decision, granting an Access Person a waiver from, or exception to, the Code for at least five (5) years after the end of the fiscal year in which the waiver is granted.
(d) Post-Trade Review Process . Following receipt of trade confirms and statements, transactions will be screened by the Review Officer (or his or her designee) for the following:
(i) same day trades : transactions by Access Persons occurring on the same day as the purchase or sale of the same security by a Fund for which they are an Access Person.
(ii) blackout period trades : transactions by Access Persons occurring within 24 hours before or after the time as the purchase or sale of the same security by a Fund for which they are an Access Person.
(iii) fraudulent conduct : transaction by Access Persons which, within the most recent fifteen (15) days, is or has been held by a Fund or is being or has been considered by a Fund for purchase by a Fund.
(iv) market timing of Reportable Funds : transactions by Access Persons that appear to be market timing of Reportable Funds.
(v) other activities : transactions which may give the appearance that an Access Person has executed transactions not in accordance with this Code or otherwise reflect patterns of abuse.
(e) Submission to Fund Board .
(i) The Review Officer shall, at a minimum, annually prepare a written report to the Board of Trustees (or Directors) of a Fund listed in the List of Access Persons & Reportable Funds maintained by the Review Officer that:
A. describes any issues under this Code or its procedures since the last report to the Trustees (or 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 each Company has adopted procedures reasonably necessary to prevent Access Persons from violating this Code.
(ii) The Review Officer shall ensure that this Code and any material amendments are submitted to the Board of Trustees (or Directors) for approval for those funds listed in the List of Access Persons & Reportable Funds maintained by the Review Officer.
(f) Report to the Risk Committee . The Review Officer shall prepare a written report to the Risk Committee of Foreside (and the President of each Company, where applicable, and the Chief Compliance Officer of each Companys Broker-Dealer, where applicable) regarding any material issues that arose during the year under the Code, including, but not limited to, material violations of and sanctions under the Code.
Adopted: |
May 1, 2009 |
Amended: |
October 14, 2009 (updated Appendix A ) |
Amended: |
September 29, 2011 (updated Appendix A ) |
Amended: |
March 15, 2012 (updated Appendix A ) |
Amended: |
April 4, 2012 (updated Appendix A ) |
Amended: |
July 5, 2012 (updated Appendix A ) |
Amended: |
November 30, 2012 (updated Appendix A ) |
Amended: |
December 24, 2013 (updated Appendix A ) |
Amended: |
March 26, 2014 |
Amended: |
July 11, 2014 (updated Appendix A ) |
Amended: |
June 10, 2015 (updated Appendix A ) |
Amended: |
October 16, 2015 (updated Appendix A ) |
Amended: |
December 30, 2015 |
FORESIDE
CODE OF ETHICS
APPENDIX A
FORESIDE COMPANIES
The following direct or indirect wholly-owned subsidiaries of Foreside Financial Group, LLC are subject to the Code of Ethics:
Arden Securities LLC*
Fairholme Distributors, LLC*
Foreside Consulting Services, LLC (f/k/a Foreside Alternative Investment Services, LLC)
Foreside Distribution Services, L.P.*
Foreside Distributors, LLC
Foreside Fund Officer Services, LLC (f/k/a Foreside Compliance Services, LLC)
Foreside Fund Services, LLC*
Foreside Funds Distributors LLC*
Foreside Global Services, LLC (f/k/a Fund Source US, LLC) *
Foreside Investment Services, LLC*
Foreside Management Services, LLC
Foreside Securities, LLC*
Foreside Services, Inc.
Funds Distributor, LLC*
IMST Distributors, LLC*
IVA Funds Distributors, LLC*
MGI Funds Distributors, LLC*
Northern Funds Distributors, LLC*
Orbis Investments (U.S.), LLC*
PNC Funds Distributor, LLC*
RidgeWorth Distributors LLC*
Sterling Capital Distributors, LLC*
* FINRA-registered broker-dealer
The companies listed on this Appendix A may be amended from time to time, as required.
FORESIDE
CODE OF ETHICS
APPENDIX B
DEFINITIONS
(a) Access Person :
(i)(1) of a Company means each director or officer of the Companies who in the ordinary course of business makes, participates in or obtains information regarding the purchase or sale of Reportable Securities for a Fund or whose functions or duties as part of the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Reportable Securities.
(ii)(2) of a Fund, whereby an employee or agent of a Company serves as an officer of a Fund ( Fund Officer ). Such Fund Officer is an Access Person of a Fund and is permitted to report under this Code unless otherwise required by a Funds Code of Ethics.
(iii)(3) of a Company includes anyone else specifically designated by the Review Officer.
(b) Beneficial Owner shall have the meaning as that set forth in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended, except that the determination of direct or indirect beneficial ownership shall apply to all Reportable Securities that an Access Person owns or acquires. A beneficial owner of a security is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest (the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities) in a security. An Access Person is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the Access Persons household.
(c) Indirect pecuniary interest in a security includes securities held by a persons immediate family sharing the same household. Immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships).
(d) Control means the power to exercise a controlling influence over the management or policies of an entity, unless this power is solely the result of an official position with the company. Ownership of 25% or more of a companys outstanding voting securities is presumed to give the holder thereof control over the company. This presumption may be rebutted by the Review Officer based upon the facts and circumstances of a given situation.
(e) Purchase or sale includes, among other things, the writing of an option to purchase or sell a Reportable Security.
(f) Reportable Fund (see List of Access Persons & Reportable Funds maintained by the Review Officer) means any fund that triggers the Companys compliance with a Rule 17j-1 Code of Ethics or any fund for which an employee or agent of the Company serves as a Fund Officer.
(g) Reportable Security means any security such as a stock, bond, future, investment contract or any other instrument that is considered a security under Section 2(a)(36) of the Investment Company Act of 1940, as amended, except:
(i) direct obligations of the Government of the United States;
(ii) bankers acceptances and bank certificates of deposits;
(iii) commercial paper and debt instruments with a maturity at issuance of less than 366 days and that are rated in one of the two highest rating categories by a nationally recognized statistical rating organization;
(iv) repurchase agreements covering any of the foregoing;
(v) shares issued by money market mutual funds;
(vi) shares of SEC registered open-end investment companies ( other than a Reportable Fund ); and
(vii) shares of unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.
Included in the definition of Reportable Security are:
· Shares of a Reportable Fund;
· Options on securities, on indexes, and on currencies;
· All kinds of limited partnerships;
· Foreign unit trusts, UCITs, SICAVs and foreign mutual funds; and
· Private investment funds, hedge funds and investment clubs.
(h) Security held or to be acquired by the Fund means
(i) any Reportable Security which, within the most recent fifteen (15) days (x) is or has been held by the applicable Fund or (y) is being or has been considered by the applicable Fund or its investment adviser for purchase by the applicable Fund; and
(ii) and any option to purchase or sell, and any security convertible into or exchangeable for, a Reportable Security.
FORESIDE
CODE OF ETHICS
ATTACHMENT A
ACCESS PERSON ACKNOWLEDGMENT
I understand that I am an Access Person subject to the Code of Ethics (the Code) adopted by each Company. I have read and understand the current Code, and will comply with it in all respects. In addition, I certify that I have complied with the requirements of the Code in that I have disclosed or reported all personal securities accounts and transactions required to be disclosed or reported pursuant to the requirements of the Code.
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Signature |
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Date |
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Printed Name |
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This form must be completed and returned to the Corporate Compliance Department:
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Foreside Financial Group, LLC |
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ATTN: Review Officer (or his or her designee) |
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Three Canal Plaza, Third Floor |
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Portland, ME 04101 |
Received By: |
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Date: |
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FORESIDE
CODE OF ETHICS
ATTACHMENT B
PRE-CLEARANCE REQUEST FORM
As an Access Person subject to the Code of Ethics (the Code) adopted by Foreside Financial Group, LLC (Foreside), I hereby request approval to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person. Pursuant to my request, I provide the following information concerning the security where applicable.
1. |
Name of security/investment: |
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2. |
Type of security/interest: |
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3. |
Name of brokerage firm/other entity: |
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4. |
Account number: |
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5. |
Type of transaction (buy/sell/other-specify): |
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6. |
Number of shares/interest: |
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7. |
Price of each security/interest: |
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8. |
Name of firm offering the investment opportunity: |
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9. |
Please describe how you became aware of this investment opportunity: |
I understand that it is a violation of the Code to purchase an initial public offering, private placement or shares of a Reportable Fund for which I am an Access Person without receiving prior written approval from Foresides Review Officer. I further understand that (i) any pre-clearance trading authorization is valid only from the time when approval is granted through the next business day and (ii) an explanation of why the pre-cleared transaction was not completed must be submitted to the Review Officer within five (5) days if the transaction is not executed within the period. I also agree to provide the Review Officer with a transaction report evidencing the pre-cleared transaction consistent with the reporting requirements of Section 4. of the Code.
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Print Name |
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Job Title |
Exhibit-99.B(p)(3)
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Boston Trust & Investment Management Company |
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Boston Trust Investment
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Boston Trust & Investment Management Company
Boston Trust Investment Management, Inc.
Joint Code of Ethics
August 12, 2015
Table of Contents |
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1. |
Introduction and Scope |
1 |
2. |
Standards of Business Conduct |
1 |
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A.Compliance with Policy, Laws, and Regulations |
1 |
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Market Manipulation |
2 |
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Records and Accounts |
2 |
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Dealings with Auditors and Regulators |
2 |
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Disclosures |
2 |
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Illegal Activity |
2 |
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B.Confidentiality |
2 |
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Confidentiality of Investment Decisions |
2 |
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Electronic Data |
3 |
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Personnel Data |
3 |
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C.Employee Securities Reporting and Trading |
3 |
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1. Who is Covered Access Persons, Family Members and Employees |
3 |
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2. Covered Accounts |
3 |
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3. Reporting Requirements Applicable to All Accounts |
4 |
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4. Classification of Securities as Covered or Non-Covered |
4 |
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5. Initial and Annual Holdings Reports |
4 |
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6. Monitoring of Personal Securities Transactions |
5 |
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7. Access Person Trading Prohibition |
5 |
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8. Pre-Clearance Requirements |
5 |
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8. Investment Professional Trading |
6 |
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9. Waiver of Pre-Clearance of Employee Personal Accounts and Transactions |
6 |
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Compliance Table |
7 |
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Exceptions |
8 |
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D.Conflicts of Interest |
8 |
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Disclosure of Conflicts |
8 |
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Personal Business |
8 |
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Gifts and Entertainment Client and Vendor Related |
8 |
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Bequests under Wills or Trusts |
Error! Bookmark not defined. |
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Self-dealing |
Error! Bookmark not defined. |
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Personal Use of Boston Trust Property |
Error! Bookmark not defined. |
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E.Trading |
10 |
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Insider Trading and Misuse of Nonpublic Information |
10 |
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F.Outside Activities |
10 |
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Outside Employment |
10 |
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Directorships of Profit-Making Companies |
10 |
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Civic Activities |
10 |
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Political Activities |
11 |
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Compensation, Consulting Fees, and Honoraria |
11 |
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Fiduciary Appointments |
11 |
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Reporting of Outside Affiliations |
11 |
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G.Internal Compliance and Reporting (Whistleblower) Procedure |
12 |
3. |
Administration and Enforcement of the Code |
12 |
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A.Employee Responsibility |
12 |
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At Hiring |
12 |
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Periodically Thereafter |
12 |
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B.Responsibility for Approval |
12 |
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C.Responsibility for Administration |
12 |
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Interpretation |
12 |
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Exceptions/Review |
12 |
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Recordkeeping |
13 |
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Annual Report to Board of Directors |
13 |
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Reporting Violations |
13 |
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Sanctions |
13 |
Boston Trust & Investment Management Company
Boston Trust Investment Management, Inc.
Joint Code of Ethics Revised 2/26/2014
1. Introduction and Scope
Boston Trust & Investment Management Company (Boston Trust or Bank) is a state chartered bank of the Commonwealth of Massachusetts providing trust and investment management services to individuals and institutions. Boston Trust Investment Management Inc. (BTIM or Adviser) is a wholly owned subsidiary of Boston Trust and a registered investment adviser under the Investment Advisers Act. The Adviser advises the Boston Trust & Walden Funds (Fund), an open-end registered investment company and certain institutional accounts who are required to contract with registered investment advisers. BTIM may also sub-advise open-end registered investment companies. All references to Client herein shall refer to the Clients of Boston Trust as well as BTIM including the Funds.
The Code of Ethics (the Code) reflects our long-standing policy of responsible and ethical business practices. Approved by the Boards of Directors of both Boston Trust & Investment Management Company and Boston Trust Investment Management, Inc., it is the formal expression of our commitment to ethical business conduct above minimum legal requirements. The Code applies to all Employees and certain Directors (collectively Employees) of Boston Trust & Investment Management Company and Boston Trust & Investment Management, Inc. (collectively Boston Trust). Each Employee is provided with a copy of the Code upon employment and annually thereafter and is expected to be familiar with its contents, to comply with it, and to keep it available for future reference. Questions regarding the interpretation or administration of the Code should be referred to the Director of Risk Management. The Boards of Directors, through the Chief Executive Officer and Director of Risk Management, are responsible for monitoring and enforcing the Code.
All references herein to the Director of Risk Management refer to the Director of Risk Management of Boston Trust and to the Chief Compliance Officer of BTIM.
It is the intention of Boston Trust to comply with the various regulations to which it may be subject including FDIC Part 344, Rule 204a-1 of the Investment Advisers Act, and Rule 17j-1 under the Investment Company Act.
Boston Trusts successful business operation depends not only on the competence and diligence of its Employees, but also upon its reputation for honesty, integrity, and independence in the conduct of its business affairs. This Code of Ethics identifies basic policy and standards concerning ethical conduct.
Underlying the Code are several guiding principles:
· We have a responsibility always to place the interests of Clients first, i.e., ahead of our own interests and those of Boston Trust.
· All information concerning security holdings and financial circumstances of Client is confidential.
· Independence in the investment decision-making process is paramount.
· Not only must we avoid any actual or potential conflict of interest, we must endeavor to avoid even the appearance of any conflict of interest.
2. Standards of Business Conduct
Banking, trust, and money management are businesses based on mutual trust and demand steadfast honesty in all affairs, both internal and external. Boston Trusts business is founded on faith, trust, and public confidence. To perpetuate these values requires that each Employee maintain high personal and professional standards.
A. Compliance with Policy, Laws, and Regulations
Each Boston Trust Employee is responsible for remaining in compliance with applicable policy, federal and state laws including federal securities laws(1), rules, and regulations (copies of which are available from the
(1) Federal securities laws means the Securities Act of 1933 , the Securities Exchange Act of 1934 , the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 , the Investment Advisers Act of 1940 , Title V of the Gramm-Leach-Bliley Act, any rules adopted by the
Code of Ethics Revised August 12, 2015
Director of Risk Management). When any policy, law, rule or regulation appears unclear or ambiguous, Employees must seek immediate assistance in determining the lawful and ethical action. Practices that violate any federal, state, or municipal law or regulation are forbidden. Further, no Employee will knowingly violate any code of ethics of any professional organization of which he or she is a member(2).
Market Manipulation
Transaction-based or information-based activity intended to disrupt the natural functioning of the securities markets is illegal and damaging to all market participants. Such activity by Employees is prohibited.
Records and Accounts
Boston Trust records are maintained in accordance with established law, including Rule 17j-1 and rule 204a-1 as applicable, and records retention policies and procedures. All transactions must be recorded accurately, completely, and truthfully, and transactions and records must be retained in an accessible form for an appropriate period of time. Efforts by any Employee to conceal or distort information will be considered unacceptable conduct. The falsification of any record, account, or document may result in immediate dismissal.
Dealings with Auditors and Regulators
Employees must cooperate fully with audits, examinations, and inspections conducted by internal staff, external auditing firms, or outside regulatory agencies. Questions raised by auditors or regulators must be responded to candidly, and no adverse information in response to a question may be knowingly concealed.
Disclosures
Employees will comply with all existing and future requirements for disclosures, including but not limited to the requirement that SEC Form ADV include a description of this Code and that the Code itself be made available to Clients on request.
Illegal Activity
No questionable or illegal act relative to Boston Trust business can be permitted, and any Employee having such knowledge must immediately bring the information to the attention of the Director of Risk Management.
B. Confidentiality
All corporate, Client, Employee, and vendor information (other than information that is public knowledge as a result of authorized disclosure) is considered to be confidential, privileged, and proprietary to Boston Trust at all times during and following an individuals employment or directorship with Boston Trust. The information may be used only for legitimate Boston Trust purposes by authorized personnel and should be safeguarded at all times.
Confidentiality of Investment Decisions
Employees may not reveal to any other person (except in the normal course of his or her duties on behalf of the Firm) any information about securities transactions of a Client or securities under consideration for purchase or sale by a Client. Individuals in possession of any material nonpublic information regarding a security are prohibited from buying or selling such securities or advising any other person to buy or sell such securities.
Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the Commission or the Department of the Treasury.
(2) A number of employees and directors of Boston Trust hold the CFA and/or CFP designation and are thereby also bound by the Code of Ethics of the respective governing body.
Electronic Data
A substantial amount of information concerning Boston Trust and its Clients is stored, processed, and transmitted via computer and telecommunications systems. Employees are required to comply with Boston Trusts information security policies, standards, and procedures including, but not limited to, the following:
· Employees must protect Client confidential information by not transmitting unencrypted Client account numbers or other personal identifying information electronically.
· Employees must protect their passwords or method of access to computer systems.
· Employees must not attempt to access any data, software, or documentation belonging to Boston Trust without proper authorization.
· Employees must not release to anyone any Employee identification or access cards issued by Boston Trust.
Personnel Data
Our confidentiality policy includes protecting the privacy of past and present Employees by maintaining the confidentiality of personnel information. All inquiries regarding past or present Employees should be referred to the Director of Human Resources.
C. Employee Securities Reporting and Trading
Securities transactions by Employees may adversely affect Boston Trust and its Clients by interfering with job responsibilities and creating real or apparent conflicts of interest. For these reasons, Boston Trust has adopted certain restrictions applicable to personal securities transactions for Access Persons as defined below.
1. Who is Covered Access Persons, Family Members and Employees
All Employees of Boston Trust are considered Access Persons.
Family Members for purposes of personal securities requirements, Access Persons are defined to also include a Boston Trust employees spouse, domestic partner or other relative (Family Member) who shares the Employees household.
Note : Employees are required to provide Family Members who qualify as Access Persons with a copy of the Boston Trust code of ethics.
2. Covered Accounts
The following types of accounts are covered by the Employee Personal Securities Program:
1. Investment accounts in the name of an Access Person, or in the name of an Access Persons spouse, domestic partner or other relative (Family Member) who shares the Access Persons household, including but not limited to:
a. Personal investment accounts,
b. Individual Retirement Accounts,
c. 401(k) plans
d. UTMA Accounts
e. 529 Accounts
2. Any Account, holding Covered Securities in which an Access Person has a direct or indirect beneficial interest, including trusts, limited partnerships, or investment clubs. Also included are Trusts if the Employee or Family member is a Trustee and exercises investment discretion for immediate family members.
3. Reporting Requirements Applicable to All Accounts
All Access Persons must provide the information described below unless he or she qualifies for a specific waiver. Account information must be submitted to the Risk Management Department in the format, manner and within the timelines set forth by the Director of Risk Management.
1. Upon initial employment, Employees must report the existence of all Accounts in their name or their Family members name. See Section 5 below.
2. Access Persons must notify the Risk Management Department immediately when he, she or a Family Member opens an Investment Account holding covered or non-covered securities.
3. Boston Trust utilizes an on-line data aggregator to monitor covered accounts. Access Persons may be required to close brokerage accounts if the on-line data aggregator is not able to receive automatic feeds from his or her brokerage firm.
4. Classification of Securities as Covered or Non-Covered
The following securities are classified as Non-Covered :
1. Obligations of the United States Government,
2. Money market instruments,
3. Mutual funds (not advised or sub-advised by Boston Trust),
4. Securities purchased as part of an automatic investment plan,
5. Exercise of stock options received related to employment compensation,
6. Investments in non-publicly traded companies such as family businesses
For purposes of clarification, any security not classified as Non-Covered is considered Covered including but not limited to:
1. Bonds issued by entities other than the United States Government (e.g., government agencies, municipalities, and corporations)
2. Equity securities
3. Any derivative instrument, including options on securities, indexes and currencies.
4. Exchange Traded Funds (ETFs) (but do not require pre-clearance)
5. BTIM Inc. advised mutual funds or any open-end registered investment company for which Boston Trust serves as a sub-adviser
5. Initial and Annual Holdings Reports
Federal regulations require Boston Trust and BTIM Inc. to receive and monitor initial and annual holdings reports in accordance with defined requirements. All Employees are required to submit information specified below in an Initial and thereafter Annual Holdings Report related to their investment accounts and the investment accounts of their Family Member Access person. The initial holding report must reflect his or her holdings in Covered Securities as of a date no more than 45 days prior to the date that he or she became an employee and must be received within 10 days of employment. The Annual Holdings Report must be submitted prior to January 31 st and must reflect the employees holdings of covered securities as of the immediately preceding December 31 st .
Initial and annual disclosure of holdings must include:
1. Title of each Investment Account (holding Covered and Non-Covered Securities)
2. A statement indicating if the account holds any Covered Security.
3. If the Accounts holds any covered security, the following additional information is required:
a. Holdings of each account
b. Number of shares and/or principal amount of each Covered Security
c. Name of any broker, dealer or bank with whom the Access Person maintains investment accounts
Boston Trust utilizes an on-line data aggregator to monitor Access Person accounts. Certification of the data, once available to Risk Management through the data aggregator, may be used in lieu of paper based reports. If an Access Person is not required to report any information on a Holdings Report because he or she has no Covered Securities or has been granted an exception to the holdings reporting requirements, he or she must certify to that within the required time frame.
6. Monitoring of Personal Securities Transactions
Boston Trust and BTIM Inc. monitor trading in Covered Securities and reserve the right to verify holdings in accounts holding non-covered securities. Monitoring is intended to: (1) insure that Access Persons are not putting their own interest before that of Boston Trust Clients, (2) identify possible insider trading or front running, and (3) to identify conflicts of interest or the appearance of conflicts of interests created by Access Person personal securities trading, and (4) to verify that all accounts are properly recorded.
It is the policy of Boston Trust to monitor trading in all securities except for securities classified as Non-Covered and Exchange Traded Funds.
Each Employee must submit a Quarterly Certification Form within 30 days after the end of the calendar quarter containing information about:
1. Every transaction in a Covered Security during the quarter in which the Access Person (including transactions of qualified Family Members) had any direct or indirect beneficial ownership as defined above and
2. Every account established by the Access Person (including qualified Family Member) in which any securities were held during the quarter for the direct or indirect benefit of the Access Person.
Boston Trust utilizes an on-line data aggregator to monitor Access Person accounts. If an Access Person is not required to report any information on a Holdings Report because he or she has no Covered Securities or has been granted an exception to the holdings reporting requirements, he or she must certify to that within the required time frame (30 days after the end of the calendar quarter).
The Director of Risk Management may grant limited exceptions to the use of the Data Aggregator in which case the Access Person will be required to arrange for duplicate copies of security confirmations and brokerage statements to be delivered directly to the Risk Management Department.
7. Access Person Trading Prohibition
It is the policy that, effective upon delivery of this Code to an Access Person of Boston Trust or BTIM Inc., trading in any security that is on the Small Cap or SMID Cap Approved List is prohibited. In the event an Access Person owns a security on the Small Cap or SMID Cap Approved Lists, it is permissible to continue to hold the security. Preclearance must be obtained prior to selling a security on the Small or SMID Cap Approved Lists.
8. Pre-Clearance Requirements
It is the policy of Boston Trust to require Access Person to pre-clear certain securities that pose increased risk of creating a conflict of interest or the appearance of a conflict of interest.
The following activities of Access Persons require pre-clearance:
1. Trading in an equity security requires pre-clearance. Pre-clearance is provided by obtaining prior written approval of a designated Board Member (Amyouny, Apfel or Scott). No Board member may approve his/her own trades.
2. Trading in a private placement, as defined by federal securities law, requires pre-clearance. Pre-clearance is provided by obtaining prior written approval of a designated Board Member (Amyouny, Apfel or Scott). No Board member may approve his/her own trades.
3. Trading, directly or indirectly, in a municipal or corporate bond when the market value and par value of the bond is greater than $100,000 requires pre-clearance. Any member of the Executive Committee (Apfel, Colasacco, Scott) is authorized to pre-clear bond purchases when the market value and the par value of the bond is greater than $100,000. No Board member may approve his/her own trades.
4. Trading, directly or indirectly in the Boston Trust & Walden Funds during a period when Employees have been advised that Employee trading in specified Boston Trust & Walden Funds has been prohibited requires pre-clearance. Any member of the Executive Committee (Apfel, Colasacco, Scott) is authorized to provide pre-clearance in the event of exigent circumstances. No Board member may approve his/her own trades.
5. Acquiring any equity security in an initial public offering (IPO) requires pre-clearance. Pre-clearance for the acquisition of an IPO must be obtained from a member of the Executive Committee (Apfel, Colasacco, Scott). Most individuals rarely have the opportunity to invest in these types of securities; an Access Persons IPO purchase therefore raises questions as to whether the Access Person is misappropriating an investment opportunity that should first be offered to eligible Clients, or whether a portfolio manager is receiving a personal benefit for directing Client business or brokerage.
6. Absent a compelling reason, and prior approval of a member of the Executive Committee (Apfel, Colasacco, Scott), Access Persons will not be permitted to engage in short-term trading (of less than 30 days duration). In the event the Employee fails to obtain a waiver from a member of the Executive Committee, any profits realized on prohibited short term trades may be required to be disgorged.
8. Investment Professional Trading
Portfolio Managers, Traders and Investment Analysts (Investment Professionals) have a duty of loyalty to Boston Trust Clients and must act for the benefit of Clients and place Clients interests before their own interest. Investment transactions for Clients must have priority over investment transactions in Covered Accounts. As a general rule Investment Professionals may not generate personal securities transactions in Equity Securities on a day in which they have executed a securities transactions in a Client account in the same (or a related) security until that order is executed or withdrawn.
Transactions by Investment Professionals will be reviewed by the Executive Committee of the Board to ensure that Investment Professionals are not placing their own interests before those of the Firms Clients.
9. Waiver of Pre-Clearance of Employee Personal Accounts and Transactions
Family members of Employees who are subject to this Code may also be subject to other codes of ethics under a federal securities law substantially similar to this Code. In the discretion of Director of Risk Management, Boston Trust may recognize compliance with another federal securities law compliant code of ethics as sufficient for meeting the Boston Trust requirements with respect to the Code. Boston Trust reserves the right to nullify this exception at any time.
The Director of Risk Management may waive the pre-clearance requirements, but not the quarterly transaction reporting of Family Members under the following circumstances:
1. The Director of Risk Management receives a copy of federal securities law compliant Code of Ethics to which the Family Member is subject.
2. The Employee and the Family Member certify that they have and will abide by the confidentiality provisions of the respective Codes.
3. The Family Member certifies that he or she will report any violations of the code of ethics to which he or she is subject.
4. The Director of Risk Management receives a quarterly or more frequent transaction report of the personal accounts of the Family Member.
Compliance Table
Access persons (including Family Members) may find it helpful to refer to the following compliance table of Securities Reporting and Trading Restrictions.
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Trade |
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Confirms |
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required |
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Account |
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to be sent |
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required |
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to Bank |
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Trade Pre- |
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Covered |
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to be |
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Quarterly |
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(MCO |
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Clearance |
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Verifiable |
Security Type |
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(Yes/No) |
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disclosed? |
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Reporting |
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Feed) |
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(Yes/No) |
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by BT? |
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Stocks |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Stocks on the Small Cap and SMID Cap Approved Lists |
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Yes |
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Yes |
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Yes |
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Yes |
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*TRADING PROHIBITED |
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Yes |
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Pre-clear to sell |
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U.S. Government securities, money market funds |
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No |
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Yes |
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No |
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No |
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No |
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Yes |
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Other fixed income securities (includes corp. agencies, municipals) |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes, If par value and MV of trade > $100K |
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Yes |
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Options/Derivatives of covered securities |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Initial Public Offering |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Private Placements of securities as defined by federal securities law |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Yes |
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Proprietary Mutual Funds |
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Yes |
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Yes |
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Yes |
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Yes |
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No |
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Yes |
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Non-Proprietary Mutual funds |
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No |
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Yes |
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No |
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No |
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No |
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Yes |
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Exchange Traded Funds |
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Yes |
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Yes |
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Yes |
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Yes |
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No |
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Yes |
Exceptions
Exceptions to the Employee Personal Trading rules must be approved in writing by a member of the Executive Committee of the Board of Directors. In all circumstances, the interests of Clients must be placed above the personal financial interests of the Employee.
D. Conflicts of Interest
Employees must avoid situations in which personal interests conflict with, or appear to conflict with, the interests of Boston Trust or its Clients. A possible conflict of interest exists whenever Employees or family members have an interest in an entity or matter that may influence a decision or cloud the judgment the Employee may have to exercise in the discharge of his or her responsibilities to Boston Trust or its Clients.
Disclosure of Conflicts
Each Employee must disclose to the Director of Risk Management and the Chief Compliance Officer of the Adviser, all matters of any kind that could reasonably be expected to interfere with his or her duty to Boston Trust, or with his or her ability to render unbiased and objective advice, or that could reasonably be expected to give the appearance of a conflict of interest. The Director of Risk Management shall report any potential or real conflicts to the Chief Executive Officer. The Chief Compliance Officer shall report any potential or real conflicts to the President of the Boston Trust and Walden Funds Registered Investment Company if applicable. Employees may not make any untrue statement of a material fact to a Client.
Self-dealing
Employees are prohibited from self-dealing or otherwise trading on their positions with Boston Trust or accepting from one doing or seeking to do business with Boston Trust a business opportunity not available to other persons or that is available because of the Employees position with Boston Trust.
Personal Business
Each Employee must manage his or her personal and business affairs so as to avoid situations that might lead to a conflict, or even the appearance of a conflict, between his or her interest and duty to Boston Trust and its Clients.
Personal Use of Boston Trust Property
Employees must exercise particular care in the use of Boston Trust systems, supplies, or other property. The use of such property for personal reasons is to be avoided, and in no event should such use interfere with the performance of any Employees duties to Boston Trust.
E. Gifts and Entertainment
Personal Entertainment and Gift Exclusion
The following are specifically exempted from the definition of gift under this Code:
1. Family or Personal Relationship receipt of a gift based on a family or personal relationship independent of Boston Trust relationship
2. Available to General Public receipt of a benefit available to the general public under the same conditions on which it is available to an Employee
3. Civic or Charitable Award - A civic or charitable organization award
Client Related Gifts
Employees are expected to provide impartial and courteous service to all Clients, without anticipation of any reward. To avoid even the implication of impropriety Employees are prohibited from accepting anything of value from Clients or prospective Clients unless it is specifically permitted below:
1. The acceptance of cash or cash equivalents (such as gift certificates or cards), stocks, bonds or other securities, promissory notes, or any similar from of monetary or financial gift, gratuity or award is absolutely prohibited. No exception may be granted to this provision.
2. Employees are prohibited from receiving gifts of more than de minimis value (less than $100) per year from a client.
3. Acceptance of tickets to theatre, professional sporting and other events of any value is prohibited without specific written approval of a member of the Executive Committee provided to the Director of Risk Management. Employees or their family members may not accept a bequest or legacy under a will or trust instrument of property or of interest in property of any kind from a Client unless the Client is a relative of the Employee or a person who has never dealt with the Employee as a representative of Boston Trust.
Retirement or Other Life Event Gifts
On occasion, an employee may receive a personal gift from a Client related to a life event such as a promotion, wedding, retirement, etc. which would exceed the general rule specified above. These gifts must be promptly reported and reviewed with a member of the Executive Committee for reasonableness, propriety and consistency with this policy. Such review and approval must be documented in writing and provided to the Director of Risk Management.
Vendor Related Gifts
To avoid even the appearance of a conflict of interest the following guidelines concerning receipt of gifts from vendors or prospective vendors must be followed:
1. Other than nominal gifts received from vendors or consultants including holiday food items, or items with the vendors logo and would be valued at $25 or less (e.g. pens, keychains, notepads), Employees must decline gifts, favors and other forms of consideration from person doing business with or hoping to do business with Boston Trust. Employees may attend business events sponsored by vendors, at no cost to Boston Trust, such as training, continuing education, seminars and the like.
2. The receipt of gifts from broker-dealers is prohibited. In furtherance of this policy, Boston Trust will periodically advise vendors of this policy. Boston Trust recognizes that during the holiday season, vendors will send unsolicited items of food. In this event, such gifts will be shared firm-wide.
Exception Approval
Employees of Boston Trust may accept gifts that do not comply with the above guidelines only upon written approval of a member of the Executive Committee. Decisions should be based on a legitimate business need and on a determination that the gift is not made or offered to influence business decisions. Documentation of approvals must be provided to the Risk Management Department.
Report of Gifts
Employees of Boston Trust are required to report to the Risk Management Department gifts received from clients and consultants other than nominal gifts received from vendors or consultants that includes a logo and would be valued at $25 or less (e.g. pens, keychains, or notepads). Gifts should be reported promptly upon receipt, preferably by the month end following receipt of the gift if at all practicable.
F. Entertainment
It is generally accepted business practice to provide entertainment to, or accept entertainment from, persons in connection with a current or prospective business relationship with Boston Trust or its Clients, provided the entertainment is not so lavish in nature that the employee would likely feel compelled to act in a manner inconsistent with the interests of Boston Trust or its Clients. Acceptance of meals, refreshments, or entertainment, all of reasonable value, in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions or to foster better business relations, provided that the expense would be
paid for by the bank as a reasonable business expense if not paid for by another party is acceptable. Accepting entertainment in the form of an occasional social, hospitality, charitable, sporting, entertainment, or leisure event; so long as the entertainment is neither so frequent nor so extensive as to raise any questions of propriety (for example, frequent or extravagant meals paid for by the same person) is acceptable only if the employee is accompanied by the person who has, or intends to have, a business relationship with Boston Trust. If the person paying for the item does not attend the event, the event constitutes a gift subject to the gift policy above.
E. Trading
Insider Trading and Misuse of Nonpublic Information
Federal law prohibits anyone in possession of material nonpublic information about any publicly traded company from using the information for personal gain or for the gain of others (including Clients). Each Employee is therefore prohibited from trading (either directly or through others), or recommending trading, in a security of a publicly traded company about which he or she has material nonpublic information whether acquired directly or via a tip from another. This prohibition also applies to Employees immediate families (spouse, domestic partner, children, and other relatives, by marriage or otherwise, sharing his or her household). Adherence to the Insider Information Policy of Boston Trust is required.
· Information is material for securities law purposes when the information is such that a substantial likelihood exists that a reasonable investor would consider it important in making investment decisions.
· Information is inside when it has not been publicly disseminated. Even though information has been released to the media, information is still considered inside until there has been sufficient time for the general dissemination of the information.
· Anyone in possession of material inside information must not trade in or recommend the purchase or sale of the securities concerned until the information is properly disclosed and disseminated to the public.
F. Outside Activities
Outside Employment
Employees of Boston Trust may not engage in outside employment that interferes, competes, or conflicts with the interests of Boston Trust or impairs their ability to meet regular job responsibilities. No Employee of Boston Trust may serve as an officer, director, employee or consultant of a firm engaged in the investment management business.
Directorships of Profit-Making Companies
Directorship appointments of an outside profit-making company may create a conflict of interest. Employees must obtain written approval from the Chief Executive Officer prior to accepting any directorship of a profit making company. The Chief Executive Officer shall receive approval from the Executive Committee of the Board.
Civic Activities
Boston Trust encourages Employees to be involved in civic and charitable activities within their communities. However, Employees must not engage in outside activities that interfere, compete, or conflict or potentially conflict with the interests of Boston Trust, or impair their ability to meet their regular responsibilities to Boston Trust.
Approval is not required to participate in or accept appointment as a trustee, director, or officer of a non-profit organization unless there is a Client relationship or some other potential conflict of interest between the organization and Boston Trust. If there is a Client relationship or other potential conflict of interest, obtain written approval of the Chief Executive Officer prior to accepting appointment as a trustee, director or officer. The Chief Executive Officer shall obtain written approval from a member of the Executive Committee.
Political Activities
Employees may participate in political activities on their own time and in accordance with their individual desires and political preferences. However, it must be clear at all times that an Employees participation is as an individual and not as a representative of Boston Trust. It is Boston Trusts policy not to make political contributions with Firm funds.
Political Contributions by Covered Associates
Rule 206(4)-5 of the Investment Advisers Act of 1940 prohibits an investment adviser from providing advisory services for compensation to a government Client for two years after the adviser or certain of its employees make a contribution to certain elected officials or candidates. The following are considered Covered Associates of the Firm: (i) the President of Boston Trust and BTIM; (ii) any person in charge of the following principal business units: Investment Management, Risk Management, Operations, Information Security, and Finance; (iii) all members of the Board of Directors of Boston Trust and BTIM; (iv) all members of the marketing department of Boston Trust; (v) all Portfolio Managers of the Firm; (vi) the Director of Shareholder Engagement, and (vii) any person who performs a policy-making function. The Director of Risk Management will maintain a list of Covered Associates.
With the exception of de minimus payments of $350 per state or local election, to candidates or elected officials for whom a Covered Associate is entitled to vote or $150 to candidates or elected officials for whom a Covered Associate is not entitled to vote, Covered Associates must pre-clear all political contributions (including those of a spouse or domestic partners) to ensure that Covered Associates do not make political contributions to officials of public entities for which Boston Trust provides or may provide investment management services. For purposes of this policy, primary and general elections are considered separate elections. A member of the Executive Committee of the Board of Directors, the Director of Risk Management or the Chief Compliance Officer is authorized to pre-clear political contributions.
Covered Associate Political Contributions Reporting
All Covered Associate must provide a quarterly (within thirty days of quarter-end) statement disclosing all political contributions made to elected officials or candidates for public office.
Compensation, Consulting Fees, and Honoraria
Employees who have received proper approval to serve as an officer, director, or employee of an outside organization or to engage in other outside employment may retain all compensation paid for such service unless the terms of the approval provide to the contrary. Honoraria received by an employee for publications, public speaking appearances, instructing courses at educational institutions or banking schools, etc. may be retained by the Employee.
Fiduciary Appointments
Employees may not accept appointments as executor, trustee, guardian, conservator, or other fiduciary or any appointment as consultant in connection with fiduciary matters related to a Client of Boston Trust, without prior approval from the Chief Executive Officer or, in the case of the Chief Executive Officer, the Executive Committee. Employees may, in their individual capacity, serve as a fiduciary, without compensation, for an account established by a Boston Trust colleague or a third party without approval of the Chief Executive Officer, however, such relationships must be disclosed by an Employee upon request.
Reporting of Outside Affiliations
Employees are required to respond fully and accurately to requests to disclose all outside affiliations.
G. Internal Compliance and Reporting (Whistleblower) Procedure
All Employees should report violations or potential violations of Federal and State securities laws to the Director of Risk Management or the Chief Executive Officer of the Bank, the Chief Compliance Officer of BTIM or the President of the Boston Trust and Walden Funds as soon as possible after they are discovered. If an Employee is unclear whether a situation is a violation of a Federal or State securities laws, he/she should report the item to the Director of Risk Management. The Director of Risk Management is responsible for analyzing any reported matter and determining, in consultation with other appropriate Bank or Advisor personnel, whether it is an actual securities law violation. The Director of Risk Management will escalate the matter, as appropriate. If the matter relates to the Boston Trust and Walden Funds, the Director of Risk Management or the President of the Boston Trust and Walden Funds Board will report the matter to the Chief Compliance Officer of the Funds.
Boston Trust is committed to prohibiting retaliation against those who report, oppose, or participate in the investigation of alleged wrongdoing in the workplace. It is the policy of Boston Trust and BTIM that retaliation will not be tolerated and retaliatory acts will lead to disciplinary action up to and including termination of employment.
3. Administration and Enforcement of the Code
A. Employee Responsibility
It is each Employees responsibility to be familiar with the Code and to abide by the letter and spirit of the Codes provisions and principles at all times.
At Hiring
Employees are provided a copy of the Code when they join Boston Trust. They are asked to review this document and to acknowledge their receipt and understanding of the Code by signing the Acknowledgement Page and returning it to the Director of Human Resources.
Periodically Thereafter
Annually, each Employee will be asked to acknowledge receipt and understanding of the Code. In addition, managers are encouraged to review the Code with Employees whenever they deem it appropriate.
B. Responsibility for Approval
The Boards of Directors of both Boston Trust & Investment Management Company and Boston Trust & Investment Management, Inc. are responsible for approving this Code of Ethics and any material changes.
C. Responsibility for Administration
The Boards of Directors, through the Chief Executive Officer and Director of Risk Management, are responsible for monitoring, interpreting, and enforcing the Code, as well as ensuring that the policies and procedures necessary to support adherence to the Code are in place.
Interpretation
Requests for interpretation and questions regarding the applicability of the provisions of this Code should be addressed to the Director of Risk Management.
Exceptions/Review
Those authorized to grant exceptions to policies stated in the Code are specified throughout this document. In the rare circumstance where an exception is warranted but the authorizing individual is not specified in this document, a member of the Executive Committee or the Director of Risk Management is authorized to provide exception approval. No individual may approve a personal security transaction in which he or she is involved personally. Under no circumstances may any Employee, regardless of rank, approve exceptions to the provisions of the Code in matters involving his or her own personal interest.
Recordkeeping
Records associated with this Code, including, but not limited to the following, will be maintained as required by federal regulations by the Director of Risk Management:
· Historical versions of the Code itself
· Acknowledgements of receipt of the Code
· Holdings and transactions reports
· Pre-clearance and exception approvals; and
· Reports of any violations and related outcomes
Annual Report to Board of Directors
The Director of Risk Management will make a report at least as often as annually to The Board of Directors of Boston Trust & Investment Management Company noting issues that have arisen concerning the Code, known violations, and sanctions since the date of the last report.
Reporting Violations
Personal honesty demands an atmosphere that fosters personal candor; maintaining that atmosphere is a high priority at Boston Trust. An Employee who has knowledge of an apparent violation of the Code, or of any questionable action affecting Boston Trust, must report his or her knowledge to the Director of Risk Management of the Bank or to the Chief Compliance Officer of BTIM. The act of reporting a questioned situation does not necessarily imply that a violation exists, but affords the opportunity for its review. These individuals are responsible for reviewing such matters and can do so without arousing suspicion or casting aspersions on the character and reputation of the person in question. By going directly to the Director of Risk Management or Chief Compliance Officer and explaining the circumstances of his or her suspicions, the Employee protects himself or herself and the reputation of any other person if it is determined that there has been a misunderstanding or that the transaction in question is not in violation of the Code. Such a report can be in writing or orally and may be made anonymously. The identity of an Employee who reports such information is confidential, and no reprisal will be taken against the Employee even if after an investigation the allegation is determined to be unfounded, provided such report is made in good faith.
Sanctions
Violation of the Code is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability that might be imposed by Federal or state regulatory agencies or courts.
SEC Compliance Dates: 1/7/2005 as revised 12/13/2006, 1/1/2008, 2/11/2009, 5/5/2009, 2/10/2010 and 2/8/2011, 2/8/12; 5/8/2013; 2/26/2014; 6/2/2014, 2/11/2015
Current Version Date: Revised 8/12/2015
Current Version Effective date: 8/12/2015
Exhibit-99.B(q)(2)
POWER OF ATTORNEY
WHEREAS , Boston Trust & Walden Funds (the Trust), a Massachusetts business trust organized under the laws of the Commonwealth of Massachusetts, periodically files amendments to its Registration Statement with the Securities and Exchange Commission under the provisions of the Securities Act of 1933 and the Investment Company Act of 1940, as amended; and
WHEREAS, the undersigned is the Trustee of the Trust.
NOW THEREFORE, the undersigned hereby constitutes and appoints Michael V. Wible and JoAnn M. Strasser as attorneys for her and in her name, place and stead, and in her office and capacity in the Trust, to execute and file any Amendment or Amendments to the Trusts Registration Statement, hereby giving and granting to said attorneys full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully to all intents and purposes as she might or could do if personally present at the doing thereof, hereby ratifying and confirming all that said attorneys may or shall lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 3rd day of June, 2016.
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/s/Elizabeth E. McGeveran |
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Elizabeth E. McGeveran |
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Trustee |
COMMONWEALTH OF MASSACHUSETTS |
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COUNTY OF |
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Before me, a Notary Public, in and for said county and state, personally appeared Elizabeth E. McGeveran, known to me to be the person described in and who executed the foregoing instrument, and who acknowledged to me that she executed and delivered the same for the purposes therein expressed.
WITNESS my hand and official seal this 3rd day of June, 2016.
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/s/Flannery Marjorie Clark |
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Notary Public |
[SEAL] |
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FLANNERY MARJORIE CLARK |
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Notary Public-Minnesota |
My commission expires: |
1/31/2021 |
My Commission Expires Jan 31, 2021 |
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