As filed with the Securities and Exchange Commission on April 24, 2018

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. 160

 

x

 

 

 

 

 


 

 

 

 

 

 

 

and/or

 

 

 

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

 

x

 

 

 

 

 

Amendment No. 163

 

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)

 

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

 

Michael V. Wible

Thompson Hine LLP

41 S. High Street,
Suite 1700

Columbus, Ohio 43215

(Address of Agent for Service)

 

With Copies to:

Jennifer Hankins
Citi Fund Services Ohio, Inc.
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, 2018) pursuant to paragraph (b)

 

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

 

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

 

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

 

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

 

If appropriate, check the following box:

 

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

 

 

 



 

 

PROSPECTUS
Boston Trust Asset Management Fund (BTBFX)
Boston Trust Equity Fund (BTEFX)
Boston Trust Midcap Fund (BTMFX)
Boston Trust SMID Cap Fund (BTSMX)
Boston Trust Small Cap Fund (BOSOX)
Walden Asset Management Fund (WSBFX)
Walden Equity Fund (WSEFX)
Walden Midcap Fund (WAMFX)
Walden SMID Cap Fund (WASMX)
Walden Small Cap Fund (WASOX)
Walden International Equity Fund (WIEFX)

 

Prospectus dated May 1, 2018

 

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

 



 

Table of Contents

 

Fund Summary

1

Boston Trust Asset Management Fund

3

Boston Trust Equity Fund

5

Boston Trust Midcap Fund

7

Boston Trust SMID Cap Fund

9

Boston Trust Small Cap Fund

11

Walden Asset Management Fund

13

Walden Equity Fund

15

Walden Midcap Fund

17

Walden SMID Cap Fund

19

Walden Small Cap Fund

21

Walden International Equity Fund

 

 

More About Investment Objectives, Strategies and Risks

23

Investment Process

23

Buy Discipline

23

Sell Discipline

27

Temporary Defense Program

27

Investment Risks

29

Disclosure of Portfolio Holdings

29

Environmental, Social and Governance Guidelines

29

Active Ownership Guildines

 

 

Shareholder Information

30

Pricing of Fund Shares

30

Purchasing and Adding to Your Shares

32

Selling Your Shares

33

Exchanging Your Shares

34

Dividends, Distributions and Taxes

 

 

Fund Management

35

The Investment Adviser

36

Portfolio Managers

36

The Distributor and Administrator

 

 

Financial Highlights

38

Boston Trust Asset Management Fund

39

Boston Trust Equity Fund

40

Boston Trust Midcap Fund

41

Boston Trust SMID Cap Fund

42

Boston Trust Small Cap Fund

43

Walden Asset Management Fund

44

Walden Equity Fund

45

Walden Midcap Fund

46

Walden SMID Cap Fund

47

Walden Small Cap Fund

48

Walden International Equity Fund

 



 

 May 1, 2018

 

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

 

0.17

%

Total Annual Fund Operating Expenses

 

0.92

%

 

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

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

 

 

 

 

 

 

 

 

$

94

 

$

293

 

$

509

 

$

1,131

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 6.96% 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 Fund’s 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 “Adviser’s”) assessment of the economic and market outlook and the relative attractiveness of stocks, bonds, and money market instruments. “Assets” means net assets, plus the amount of borrowing for investment purposes. 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 Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of the Adviser or Boston Trust & Investment Management Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are the main risks of investing in the Fund.

 

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

 

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

 

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

 

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

 

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

 

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.

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

www.btim.com

www.waldenassetmgmt.com

 

1



 

 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

 

3Q2009

 

4Q2008

 

8.56%

 

(9.61)%

 

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (1.26)%.

 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

1

 

5

 

10

 

Inception

 

(as of December 31, 2017)

 

Year

 

Years

 

Years

 

(12/1/95)

 

Boston Trust Asset Management Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

16.23

%

10.87

%

7.19

%

8.16

%

After Taxes on Distributions

 

15.56

%

9.90

%

6.47

%

7.15

%

After Taxes on Distributions and Sale of Fund Shares

 

9.73

%

8.52

%

5.68

%

6.56

%

S&P 500 ®  Index (reflects no deduction for fees, expenses or taxes)

 

21.83

%

15.79

%

8.50

%

8.99

%

Bloomberg Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)

 

4.00

%

2.13

%

4.08

%

5.19

%

Citigroup 90-Day U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes)

 

0.84

%

0.24

%

0.34

%

2.28

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

Portfolio Manager:

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

2



 

 May 1, 2018

 

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

 

0.18

%

Total Annual Fund Operating Expenses

 

0.93

%

 

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

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

95

 

$

296

 

$

515

 

$

1,143

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 9.00% 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 Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of Boston Trust Investment Management, Inc. (the “Adviser”) or Boston Trust & Investment Management Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are the main risks of investing in the Fund.

 

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

 

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

 

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

 

Management Risk: The Adviser’s 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 Adviser’s 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 Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

2Q2009

 

4Q2008

14.14%

 

(18.50)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (1.40)%.

 

3



 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

1

 

5

 

10

 

Inception

 

(as of December 31, 2017)

 

Year

 

Years

 

Years

 

(10/1/03)

 

Boston Trust Equity Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

20.67

%

13.33

%

7.74

%

8.65

%

After Taxes on Distributions

 

19.94

%

12.28

%

7.16

%

8.12

%

After Taxes on Distributions and Sale of Fund Shares

 

12.30

%

10.53

%

6.21

%

7.17

%

S&P 500 ®  Index (reflects no deduction for fees, expenses or taxes)

 

21.83

%

15.79

%

8.50

%

9.24

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

Portfolio Manager:

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

4



 

May 1, 2018

 

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 (“mid 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 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 Recoupment(1)

 

0.02

%

Other Operating Expenses

 

0.23

%

Total Annual Fund Operating Expenses

 

1.00

%

 


(1)          Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through May 1, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

314

 

$

544

 

$

1,203

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 23.22% 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 of mid cap 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 mid cap 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, 2017, the market capitalization range of the Russell Midcap ®  Index was between $1.1 billion and $62.5 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 Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s 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 Adviser’s 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 Adviser’s judgment will produce the desired results.

 

5



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

2Q2009

 

4Q2008

18.26%

 

(21.85)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (0.23)%.

 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

 

 

10

 

Inception

 

(as of December 31, 2017)

 

1 Year

 

5 Years

 

Years

 

(9/24/07)

 

Boston Trust Midcap Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

20.01

%

14.07

%

9.46

%

9.50

%

After Taxes on Distributions

 

18.23

%

12.64

%

8.60

%

8.65

%

After Taxes on Distributions and

 

 

 

 

 

 

 

 

 

Sale of Fund Shares

 

12.78

%

11.10

%

7.66

%

7.71

%

Russell Midcap ®  Index (reflects no deduction for fees, expenses or taxes)

 

18.52

%

14.96

%

9.11

%

8.59

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

6



 

 May 1, 2018

 

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 capitalization (“smid 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 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

 

0.29

%

Total Annual Fund Operating Expenses

 

1.04

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.29

)%

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% of its average daily net assets through May 1, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

77

 

$

302

 

$

546

 

$

1,245

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 37.44% 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 domestic equity securities of 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 TM  Index at the time of purchase. The size of companies in the Russell 2500 TM  Index may change with market conditions. In addition, changes to the composition of the Russell 2500 TM  Index can change the market capitalization range of the companies included in the index. As of December 31, 2017, the market capitalization range of the Russell 2500 TM  Index was between $22.7 million and $21.7 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 Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of the Adviser or Boston Trust & Investment Management Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Below are the main risks of investing in the Fund.

 

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

 

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

 

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

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

7



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

1Q2012

 

3Q2015

11.12%

 

(9.16)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was 0.38%.

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

 

 

Inception

 

(as of December 31, 2017)

 

1 Year

 

5 Years

 

(11/30/11)

 

Boston Trust SMID Cap Fund

 

 

 

 

 

 

 

Before Taxes

 

18.39

%

13.55

%

12.90

%

After Taxes on Distributions

 

18.02

%

12.12

%

11.68

%

After Taxes on Distributions and Sale of Fund Shares

 

10.58

%

10.56

%

10.19

%

Russell 2500 TM  Index (reflects no deduction for fees, expenses or taxes)

 

16.81

%

14.33

%

14.74

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

8



 

 

 

 May 1, 2018

 

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

 

0.27

%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

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 Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 23.78% 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 of 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, 2017, the market capitalization range of the Russell 2000 ®  Index was between $22.7 million and $9.4 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 Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s shares, can fluctuate — at times dramatically.

 

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

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

9



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

2Q2009

 

4Q2008

20.53%

 

(21.72)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (1.43)%.

 

Average Annual Total Returns
(as of December 31, 2017)

 

1
Year

 

5
Years

 

10
Years

 

Since
Inception
(12/31/94)

 

Boston Trust Small Cap Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

12.26

%

11.76

%

8.66

%

11.05

%

After Taxes on Distributions

 

10.00

%

9.50

%

7.22

%

N/A

 

After Taxes on Distributions and Sale of Fund Shares

 

8.76

%

8.96

%

6.79

%

N/A

 

Russell 2000 ®  Index (reflects no deduction for fees, expenses or taxes)

 

14.65

%

14.12

%

8.71

%

9.68

%

 

After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a shareholder’s tax situation and may differ from those shown. The after-tax returns are not relevant if you hold your Fund shares in tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRA”). 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 Fund’s distributions are taxable as ordinary income and/or capital gains, except when your investment is in an IRA, 401(k) or other tax-advantaged investment plan. Such tax deferred arrangements may be taxed later upon withdrawal of monies from these arrangements.

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

10



 

 

 May 1, 2018

 

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

 

0.28

%

Total Annual Fund Operating Expenses

 

1.03

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.03

)%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

325

 

$

566

 

$

1,257

 

 

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 Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 8.40% 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 Fund’s 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 Adviser’s assessment of the economic and market outlook and the relative attractiveness of stocks, bonds and money market instruments. “Assets” means net assets, plus the amount of borrowing for investment purposes. 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 Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s shares, can fluctuate — at times dramatically.

 

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

 

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

 

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

 

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.

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.  

 

ESG Criteria Risk: Because the Fund’s 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.

 

11



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

1Q2012

 

4Q2008

9.29%

 

(12.90)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (0.84)%.

 

Average Annual Total Returns
(as of December 31, 2017)

 

1
Year

 

5
Years

 

10
Years

 

Since
Inception
(6/18/99)

 

Walden Asset Management Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

14.88

%

10.33

%

6.14

%

5.45

%

After Taxes on Distributions

 

14.39

%

9.56

%

5.58

%

4.88

%

After Taxes on Distributions and Sale of Fund Shares

 

8.82

%

8.10

%

4.83

%

4.33

%

S&P 500 ®  Index (reflects no deduction for fees, expenses or taxes)

 

21.83

%

15.79

%

8.50

%

5.79

%

Bloomberg Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)

 

4.00

%

2.13

%

4.08

%

5.09

%

Citigroup 90-Day U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes)

 

0.84

%

0.24

%

0.34

%

1.75

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

Portfolio Manager:

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

12



 

 

 

 May 1, 2018

 

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

 

0.32

%

Total Annual Fund Operating Expenses

 

1.07

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.07

)%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

 

 

 

 

 

 

 

 

$

102

 

$

333

 

$

583

 

$

1,299

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 9.88% 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 Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s shares, can fluctuate — at times dramatically.

 

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

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

ESG Criteria Risk: Because the Fund’s 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.

 

13



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

3Q2009

 

4Q2008

14.02%

 

(21.00)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (0.74)%.

 

Average Annual Total Returns
(as of December 31, 2017)

 

1
Year

 

5
Years

 

10
Years

 

Since
Inception
(6/18/99)

 

Walden Equity Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

20.77

%

13.97

%

8.02

%

6.46

%

After Taxes on Distributions

 

19.35

%

12.80

%

7.36

%

5.98

%

After Taxes on Distributions and Sale of Fund Shares

 

12.91

%

11.05

%

6.43

%

5.31

%

S&P 500 ®  Index (reflects no deduction for fees, expenses or taxes)

 

21.83

%

15.79

%

8.50

%

5.79

%

 

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

 

Portfolio Management

 

Investment Adviser:

 

Boston Trust Investment Management, Inc.

Portfolio Manager:

 

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

14



 

 

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 (“mid 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 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

 

0.26

%

Total Annual Fund Operating Expenses

 

1.01

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.01

)%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

321

 

$

557

 

$

1,235

 

 

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 Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 24.85% 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 domestic equity securities of mid cap 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 mid cap 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, 2017, the market capitalization range of the Russell Midcap ®  Index was between $1.1 billion and $62.5 billion.

 

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s 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 Adviser’s 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 Adviser’s judgment will produce the desired results.

 

ESG Criteria Risk: Because the Fund’s 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.

 

15



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

1Q2012

 

3Q2015

13.14%

 

(5.87)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (0.35)%.

 

Average Annual Total Returns
(as of December 31, 2017)

 

1 Year

 

5 Years

 

Since
Inception
(8/1/11)

 

Walden Midcap Fund

 

 

 

 

 

 

 

Before Taxes

 

19.62

%

13.95

%

12.14

%

After Taxes on Distributions

 

18.69

%

12.98

%

11.38

%

After Taxes on Distributions and Sale of Fund Shares

 

11.86

%

11.07

%

9.74

%

Russell Midcap ®  Index (reflects no deduction for fees, expenses or taxes)

 

18.52

%

14.96

%

13.43

%

 

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

 

Portfolio Management

 

Investment Adviser:

 

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

16



 

 

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 capitalization (“smid 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 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

 

0.33

%

Total Annual Fund Operating Expenses

 

1.08

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.08

)%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

336

 

$

588

 

$

1,310

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 31.92% 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 domestic equity securities of 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 TM  Index at the time of purchase. The size of companies in the Russell 2500 TM  Index may change with market conditions. In addition, changes to the composition of the Russell 2500 TM  Index can change the market capitalization range of the companies included in the index. As of December 31, 2017, the market capitalization range of the Russell 2500 TM  Index was between $22.7 million and $21.7 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at time of purchase.

 

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

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

 

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

 

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

 

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

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

ESG Criteria Risk: Because the Fund’s 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.

 

17



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

1Q2013

 

3Q2015

9.71%

 

(9.05)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was 0.30%.

 

Average Annual Total Returns
(as of December 31, 2017)

 

1
Year

 

5
Years

 

Since
Inception
(6/28/12)

 

Walden SMID Cap Fund

 

 

 

 

 

 

 

Before Taxes

 

16.94

%

13.08

%

13.85

%

After Taxes on Distributions

 

16.29

%

11.88

%

12.75

%

After Taxes on Distributions and Sale of Fund Shares

 

10.07

%

10.15

%

10.89

%

Russell 2500 TM  Index (reflects no deduction for fees, expenses or taxes)

 

16.81

%

14.33

%

15.27

%

 

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

 

Portfolio Management

 

Investment Adviser:

 

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

18



 

 

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

 

0.28

%

Total Annual Fund Operating Expenses

 

1.03

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.03

)%

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, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

325

 

$

566

 

$

1,257

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 27.16% 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 of 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, 2017, the market capitalization range of the Russell 2000 ®  Index was between $22.7 million and $9.4 billion.

 

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

All investments carry a certain amount of risk and the Fund cannot guarantee that it will achieve its investment objective. The value of the Fund’s investments will fluctuate with market conditions and interest rates and the value of your investment in the Fund will also vary. You could lose money on your investment in the Fund, or the Fund could underperform other investments. Investments in the Fund are not deposits of 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 Fund’s shares, can fluctuate — at times dramatically.

 

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

 

Management Risk: The Adviser’s 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 Adviser’s judgment will produce the desired results.

 

ESG Criteria Risk: Because the Fund’s 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.

 

19



 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

2Q2009

 

3Q2011

21.55%

 

(19.74)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (1.55)%.

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

 

 

Inception

 

(as of December 31, 2017)

 

1 Year

 

5 Years

 

(10/24/08)

 

Walden Small Cap Fund

 

 

 

 

 

 

 

Before Taxes

 

11.50

%

11.64

%

14.19

%

After Taxes on Distributions

 

9.98

%

9.52

%

12.64

%

After Taxes on Distributions and Sale of Fund Shares

 

7.73

%

8.90

%

11.57

%

Russell 2000 ®  Index (reflects no deduction for fees, expenses or taxes)

 

14.65

%

14.12

%

15.33

%

 

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 shareholder’s tax situation and may differ from those shown. The after-tax returns are not relevant if you hold your Fund shares in tax-deferred arrangements, such as 401(k) plans or individual retirement accounts (“IRA”).

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

20



 

 

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

 

0.56

%

Total Annual Fund Operating Expenses

 

1.31

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.16

)%

Total Annual Fund Operating Expenses After Fee

 

 

 

Waiver and/or Expense Reimbursement

 

1.15

%

 


(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 1.15% of its average daily net assets through May 1, 2019 (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 Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

117

 

$

399

 

$

703

 

$

1,565

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2017, the Fund’s portfolio turnover rate was 10.16% 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 large and middle capitalization companies located in developed countries. Equity securities, including ordinary shares, are also known as common stock. 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, 2017, the range of the Russell Developed ex-US Large Cap Index would encompass firms with market capitalizations from $13.1 million to $281.3 billion. “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 Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Fund is subject to screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.

 

Principal Investment Risks

 

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

 

Market Risk: Market risk refers to the risk related to investments in securities in general and the daily fluctuations in the securities markets. Equity Risk: The value of the equity securities held by the Fund, and thus the value of a Fund’s shares, can fluctuate — at times dramatically.

 

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 Fund’s assets. The Adviser may allocate the Fund’s investments so as to under-emphasize or over-emphasize investments under the wrong market conditions, in which case the Fund’s value may be adversely affected.

 

21



 

ESG Criteria Risk: Because the Fund’s 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 Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The Fund’s past performance is not 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:

1Q2017

 

4Q2016

6.21%

 

(2.97)%

 

For the period January 1, 2018 through March 31, 2018, the aggregate (non-annualized) total return for the Fund was (1.45)%.

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

Inception

 

(as of December 31, 2017)

 

1 Year

 

(6/9/15)

 

Walden International Equity Fund

 

 

 

 

 

Before Taxes

 

19.92

%

5.44

%

After Taxes on Distributions

 

19.68

%

5.14

%

After Taxes on Distributions and Sale of Fund Shares

 

11.64

%

4.19

%

MSCI World ex-USA Index (net) (reflects deduction for withholding taxes)

 

24.21

%

6.50

%

Russell Developed ex-US Large Cap Index (net) (reflects deduction for withholding taxes)

 

24.85

%

6.70

%

 

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

 

Portfolio Management

 

Investment Adviser:

Boston Trust Investment Management, Inc.

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

 

Potential Conflicts of Interest — 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 intermediary’s web site for more information.

 

22



 

More About Investment Objectives, Strategies And Risks

 

INVESTMENT PROCESS

 

The Adviser employs a consistent investment approach across the Boston Trust and Walden Funds as it seeks to meet each Fund’s objective. The Adviser’s strategy consists of constructing actively managed, broadly diversified portfolios of reasonably valued securities of higher quality companies and issuers. The Boston Trust and Walden Funds are subject to environmental, social, and governance (ESG) guidelines. Please see “Environmental, Social, and Governance (ESG) Guidelines” for more information.

 

The Adviser’s investment process for all Funds includes Security Selection and Portfolio Construction. The Adviser also manages Asset Allocation for the Boston Trust Asset Management Fund and Walden Asset Management Fund, which hold stocks, bonds, and money market instruments.

 

Asset Allocation

 

Asset allocation is frequently the most important determinant of total portfolio return and return variability. Using quantitative and qualitative inputs, the Adviser forecasts potential asset class returns over a range of domestic and global economic scenarios. The Adviser then manages asset allocation in the applicable Asset Management Funds with the objective of achieving a prudent risk-return profile.

 

Security Selection  

 

Buy Discipline

 

Equity: Through a comprehensive research process, the Adviser seeks to identify and invest in stocks of higher quality companies at reasonable prices. Higher quality companies are those judged to have strong and stable returns on capital and cash flow generation, effective and disciplined capital management, prudent capital structure, and financial statements that indicate economic success. High quality companies generally have more sustainable business models. Among the indicators of business models judged to be more sustainable are distinct products or services, strong competitive position, and market leadership. The Adviser also evaluates a company’s environmental, social, and governance (ESG) performance and assesses its materiality with respect to a range of possible financial outcomes. The Adviser assesses valuation relative to fundamentals, history, peers, and prospects, and seeks to avoid investments in companies that cannot be reasonably expected to grow at the rate of growth implied by their stock prices.

 

Fixed Income: Fixed income holdings are generally those issued by either the US government and its agencies, or investment-grade securities of higher quality US corporations. The Adviser seeks to add value through duration management, yield curve strategies, segment composition, and individual security selection.

 

Sell Discipline

 

The Adviser regularly monitors the Funds’ holdings, evaluating new information relative to the original investment thesis. The Adviser may sell a security when circumstances prompting the initial investment have changed significantly, including the company’s fundamentals, valuation, or ESG performance, or when the Adviser determines that there are more attractive alternatives.

 

Portfolio Construction:

 

Each Fund’s portfolio is constructed in accordance with its own investment objective; however, all Funds adhere to the following guidelines:

 

·              Each Fund’s equity holdings are broadly diversified across economic sectors, and when applicable, geographies;

 

·              In the aggregate, each Fund’s equity holdings have financial characteristics the Adviser judges to be higher quality than its investment universe;

 

·              In the aggregate, each Fund’s equity holdings have valuation characteristics the Adviser judges to be comparable or more attractive than its investment universe.

 

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 Fund’s 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

 

·              may invest up to 25% of its assets in foreign equity and fixed income securities

 

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 & Poor’s

 

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

 

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

 

·              may invest in other investment companies

 

·              may invest in preferred stocks, securities convertible or exchangeable into common stocks, and warrants

 

·              may invest in taxable municipal bonds

 

·              may invest in securities of multilateral agencies

 

23



 

Boston Trust Equity Fund

 

Investment Objective

 

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

 

Policies and Strategies

 

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

 

·              will invest primarily (at least 80% of its assets) in 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

 

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 (“mid cap”) companies.

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of domestic equity securities of mid cap companies. For these purposes, the Adviser defines mid cap issuers as those with market capitalizations within the range encompassed by the Russell Midcap ®  Index at the time of purchase. As of December 31, 2017, the market capitalization range of the Russell Midcap ®  Index was between $1.1 billion and $62.5 billion.

 

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

 

·              invests in domestic equity securities of mid 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.

 

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 capitalization (“smid cap”) companies.

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of domestic equity securities of 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 TM  Index at the time of purchase. As of December 31, 2017, the market capitalization range of the Russell 2500 TM  Index was between $22.7 million and $21.7 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at the time of purchase.

 

Consistent with the Fund’s 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

 

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 Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of domestic equity securities of small cap companies. For these purposes, the

 

24



 

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, 2017, the market capitalization range of the Russell 2000 ®  Index was between $22.7 million and $9.4 billion.  

 

Consistent with the Fund’s 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

 

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 Fund’s 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

 

·              may invest up to 25% of its assets in foreign equity and fixed income securities  

 

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 & Poor’s

 

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

 

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

 

·              may invest in other investment companies

 

·              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 securities of multilateral agencies  

 

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 Fund’s 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

 

Walden Midcap Fund

 

Investment Objective

 

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

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of domestic equity securities of mid cap companies. For these purposes, the Adviser defines mid cap issuers as those with market capitalizations within the range encompassed to the Russell Midcap ®  Index at the time of purchase. As of December 31, 2017, the market capitalization range of the Russell Midcap ®  Index was between $1.1 billion and $62.5 billion.

 

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

 

·              invests in domestic equity securities of mid cap companies

 

25



 

·              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

 

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 capitalization (“smid cap”) companies.

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of domestic equity securities of 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 TM  Index at the time of purchase. As of December 31, 2017, the market capitalization range of the Russell 2500 TM  Index was between $22.7 million and $21.7 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at time of purchase.

 

Consistent with the Fund’s 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 or securities convertible or exchangeable into common stocks and warrants

 

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 (“small cap”) companies.

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of 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, 2017, the market capitalization range of the Russell 2000 ®  Index was between $22.7 million and $9.4 billion.

 

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

 

·              invests in domestic equity securities of small cap companies

 

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

 

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 Fund’s investment objective by investing primarily in a diversified portfolio of equity securities of companies of large and middle capitalization located in developed countries.

 

Consistent with the Fund’s 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.

 

·              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

 

26



 

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 securities of 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 preferred stock, securities convertible or exchangeable into common stock, warrants and rights to purchase common stock.

 

TEMPORARY DEFENSIVE POSITION

 

In the event that the Adviser determines that market conditions are not suitable for a Fund’s typical investments, the Adviser may, for temporary defensive purposes, invest all or any portion of a Fund’s assets in money market instruments. In such 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 Fund’s investment portfolio, national and international economic conditions and general market conditions.

 

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

 

·              Interest Rate Risk: Interest rate risk refers to the risk that the value of a Fund’s fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value. If rates increase, the value of the Fund’s fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund’s investments decreases. 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 Fund’s portfolio. The Funds could lose money if the issuer of a security is unable to meet its financial obligations or the market’s perception of the issuer not being able to meet those increases.

 

·              Small and 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 Adviser’s 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 Adviser’s 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 Fund’s performance to fluctuate more than if it held only

 

27



 

U.S. securities. The Fund’s investments in foreign securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund’s yield on those securities.

 

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

 

·              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 Fund’s assets and income could be adversely affected by currency exchange rate movements.

 

·              ESG Criteria Risk: Because the Fund’s 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 even 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 Fund’s investments in emerging market securities may also be subject to foreign withholding and/ or other taxes, which would decrease the Fund’s 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 issuer’s 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 Fund’s direct fees and expenses.

 

·              Junk Bond Risk: Non-investment grade bonds, also known as high yield securities provide greater income and opportunity for gain, but entail greater risk of loss of principal. High yield securities are predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. These investments may be issued by companies which are highly leveraged, less creditworthy or financially distressed. Although these investments generally provide a higher yield than higher-rated debt securities, the high degree of risk involved in these investments can result in substantial or total losses. The market for high yield securities is generally less active than the market for higher quality securities and the market price of these securities can change suddenly and unexpectedly. 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, or its Walden division (“Walden”), and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

28



 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

A complete list of each Fund’s portfolio holdings is publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q and on a monthly basis 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).

 

ENVIRONMENTAL, SOCIAL & GOVERNANCE (ESG) GUIDELINES

 

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for all the Boston Trust and Walden Funds. Since 1975, Walden, a sustainable, responsible, and impact investment and research practice, has been a leader in helping portfolio managers integrate environmental, social, and governance considerations into the investment process and engage in active ownership policies and strategies. Walden provides research and analysis to support the Adviser.

 

The Walden Funds are subject to screening criteria. Prior to portfolio construction, the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence, market share, and severity. These restrictions preclude the Walden Funds from investing in companies with significant involvement in:

 

·              Alcohol production

·              Coal mining

·              Factory farming

·              Gaming

·              Handguns

·              Nuclear power fuel cycle

·              Prison operations

·              Tobacco manufacturing

·              Weapons systems

 

The Adviser also evaluates the overall performance of each company, relative to ESG guidelines, assessing its impact on stakeholders, performance over time (relative to peers and established goals), and transparency. Five broad areas encompass the Adviser’s ESG analysis: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Walden Funds may avoid companies it judges to have substandard performance in one or more of these areas.

 

ACTIVE OWNERSHIP GUIDELINES

 

The Adviser utilizes active ownership to encourage more sustainable business practices and greater ESG transparency. Active ownership strategies include:

 

·              Proxy Voting: The Funds’ proxy voting policies and guidelines generally support greater corporate accountability and improved policies and performance on key ESG parameters.

 

·              Company Engagement: Boston Trust and Walden, on behalf of the Funds, may actively pursue company dialogues and shareholder resolutions to encourage more sustainable business practices. Areas of focus include climate change, workplace policies and practices, workforce and board diversity, corporate governance practices, and ESG disclosure.

 

·              Public Policy: Public policy advocacy complements company-specific engagement efforts and broadens the scope of Fund shareholders’ impact.

 

The Adviser has sole discretion regarding the interpretation and implementation of the Funds’ ESG and active ownership guidelines. The Funds’ guidelines are subject to change without shareholder approval. Additionally, the Funds may occasionally hold a security that does not meet these guidelines for the primary purpose of company engagement. Such holdings will be limited to a maximum of 1% of total assets.

 

29



 

Shareholder Information

 

PRICING OF FUND SHARES

 

How NAV is Calculated

 

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

 

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

 

NA V =

 

TOTAL ASSETS – LIABILITIES

NUMBER OF SHARES OUTSTANDING

 

 

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

 

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

 

Valuing Fund Assets

 

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

 

PURCHASING AND ADDING TO YOUR SHARES

 

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

 

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

 

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

 

The minimum initial investment in 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 NA V per share of the Fund next determined after a purchase order is received. Investors may purchase shares of the Funds by check or wire, as described below.

 

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

 

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

 

Frequent Trading Policy

 

Frequent trading into and out of a Fund can have adverse consequences for that Fund and for long-term shareholders in the Fund. The Funds believe that frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders;

 

30



 

(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 as 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”,

 

31



 

“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 shareholder’s 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, by check or electronic transfer, within seven (7) days after your request is received. The Funds typically expect to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will be used in regular and stressed market conditions.

 

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.

 

32



 

·     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 Fund’s net assets). If either Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to your shares. 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 and Boston Trust SMID Cap 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 and Boston Trust SMID Cap 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.

 

33



 

DIVIDENDS, DISTRIBUTIONS AND TAXES

 

Dividends and Distributions

 

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

 

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

 

Taxes

 

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

 

Distributions. Dividends 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 Fund’s NAV per share. Therefore, if you buy shares after the Fund has experienced capital appreciation but before the record date of a distribution of those gains, you may pay the full price for the shares and then effectively receive a portion of the purchase price back as a taxable distribution. This is commonly known as “buying a dividend.”

 

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

 

Foreign shareholders may be subject to special withholding requirements.

 

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 Fund’s 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 backup withholding is required, the current amount is 24% 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.

 

34



 

May 1, 2018

 

Fund Management

 

The Investment Adviser

 

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

 

The Adviser makes the day-to-day investment decisions for the Funds. In addition, the Adviser continuously reviews, supervises and administers each Fund’s investment program. For these advisory services, each of the Funds pays the Adviser an investment advisory fee based on the Fund’s average daily net assets. Each of the Funds, other than the Boston Trust Asset Management Fund pays the Adviser investment advisory fees equaling 0.75% of its average daily net assets. The Boston Trust Asset Management Fund pays the Adviser an investment advisory fee equalling 0.75% of the first $500 million of average daily net assets and 0.50% of average daily net assets in excess of $500 million. The Adviser received investment advisory fees from each Fund equaling 0.75% of each Fund’s average daily net assets during the fiscal period ended December 31, 2017.

 

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 Operating 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, 2019 and is exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles). Each Fund has agreed to repay the Adviser for amounts waived or reimbursed by the Adviser provided that such repayment does not cause a Fund’s Total Fund Operating Expenses to exceed 1.00%, 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, 2017.

 

35



 

Portfolio Managers

 

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

 

Boston Trust Asset Management Fund and Boston Trust Equity Fund:

 

Domenic Colasacco, CFA

 

Mr. Colasacco is a Portfolio Manager at the Adviser. He is also Chairman at the Adviser’s 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.

Walden Asset Management Fund, Walden Equity Fund and Walden International Equity Fund:

 

William H. Apfel, CFA

 

Mr. Apfel, a Portfolio Manager at the Adviser, serves as Chief Investment Officer at the Adviser’s parent company, where he has worked since 1989. Mr. Apfel earned his B.A. from Binghamton University, M.A. from Georgetown University and Ph.D from Brown University. Mr.Apfel holds the Chartered Financial Analyst ®  designation, and is a member of the CFA Society Boston and the CFA Institute.

Boston Trust Midcap Fund and Walden Midcap Fund:

 

Stephen Amyouny, CFA

 

Mr. Amyouny, a Portfolio Manager at the Adviser responsible for the mid cap 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. Mr. Amyouny has a BA in Economics from Tufts University, as well as an MBA from Boston University. He holds the Chartered Financial Analyst ®  designation and is a member of the CFA Society Boston and the CFA Institute.

Boston Trust Small Cap Fund, Boston Trust SMID Cap Fund, Walden SMID Cap Fund and Walden Small

Cap Fund:

 

Kenneth Scott, CFA

 

Mr. Scott is a Portfolio Manager at the Adviser responsible for the small and SMID cap strategy. Mr. Scott also performs securities research and analysis for the firm. He joined Boston Trust & Investment Management Company, parent company to the Adviser, in 1999. Mr. Scott earned a BA degree (cum laude) and a MS degree at Boston College. He holds the Chartered Financial Analyst ®  designation, and is a member of the CFA Society Boston and the CFA Institute.

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

 

Ms. Cavazos is a Portfolio Manager at the Adviser. She joined the Adviser’s 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.

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

 

Mr. Williams is a Portfolio Manager at the Adviser. He joined the Adviser’s 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.

Walden International Equity Fund:

 

Nathaniel J. Riley, CFA

 

Mr. Riley is a Portfolio Manager at the Adviser. He joined the Adviser’s 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 at the Adviser. He joined the Adviser’s 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

 

Foreside Financial Services, 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.

 

36



 

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 NA V ; 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.

 

37



 

Financial Highlights

 

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

 

Boston Trust Asset Management Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

41.33

 

$

40.92

 

$

41.80

 

$

40.03

 

$

36.08

 

$

33.71

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.49

 

0.35

 

0.55

 

0.50

 

0.44

 

0.51

 

Net realized and unrealized gains from investment transactions

 

6.22

 

2.18

 

0.92

 

2.77

 

4.28

 

2.41

 

Total from investment activities

 

6.71

 

2.53

 

1.47

 

3.27

 

4.72

 

2.92

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.49

)

(0.46

)

(0.57

)

(0.47

)

(0.44

)

(0.51

)

Net realized gains from investments

 

(0.67

)

(1.66

)

(1.78

)

(1.03

)

(0.33

)

(0.04

)

Total dividends

 

(1.16

)

(2.12

)

(2.35

)

(1.50

)

(0.77

)

(0.55

)

Net Asset Value, End of Period

 

$

46.88

 

$

41.33

 

$

40.92

 

$

41.80

 

$

40.03

 

$

36.08

 

Total Return

 

16.23

%

6.19

%(a)

3.65

%

8.21

%

13.13

%

8.77

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

496,710

 

$

403,969

 

$

354,405

 

$

353,851

 

$

340,963

 

$

288,673

 

Ratio of net expenses to average net assets

 

0.92

%

0.95

%(b)

0.94

%

0.92

%

0.92

%

0.96

%

Ratio of net investment income to average net assets

 

1.13

%

1.15

%(b)

1.32

%

1.19

%

1.17

%

1.51

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets

 

0.92

%

0.95

%(b)

0.94

%

0.93

%

0.93

%

0.96

%

Portfolio turnover rate

 

6.96

%

8.42

%(a)

11.64

%

17.74

%

8.94

%

7.43

%

 


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

(b) Annualized for periods less than one year.

 

38



 

Boston Trust Equity Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

20.09

 

$

19.70

 

$

20.66

 

$

19.67

 

$

16.85

 

$

15.54

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.23

 

0.16

 

0.23

 

0.19

 

0.19

 

0.20

 

Net realized and unrealized gains from investment transactions

 

3.92

 

1.58

 

0.27

 

1.38

 

2.81

 

1.30

 

Total from investment activities

 

4.15

 

1.74

 

0.50

 

1.57

 

3.00

 

1.50

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.23

)

(0.20

)

(0.24

)

(0.19

)

(0.18

)

(0.19

)

Net realized gains from investments

 

(0.38

)

(1.15

)

(1.22

)

(0.39

)

 

 

Total dividends

 

(0.61

)

(1.35

)

(1.46

)

(0.58

)

(0.18

)

(0.19

)

Net Asset Value, End of Period

 

$

23.63

 

$

20.09

 

$

19.70

 

$

20.66

 

$

19.67

 

$

16.85

 

Total Return

 

20.67

%

8.82

%(a)

2.59

%

8.01

%

17.84

%

9.76

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

134,006

 

$

118,824

 

$

110,831

 

$

110,664

 

$

98,408

 

$

81,154

 

Ratio of net expenses to average net assets

 

0.93

%

0.96

%(b)

0.95

%

0.94

%

0.94

%

1.00

%

Ratio of net investment income to average net assets

 

1.02

%

1.01

%(b)

1.14

%

0.96

%

1.05

%

1.28

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

0.93

%

0.96

%(b)

0.96

%

0.95

%

0.96

%

1.01

%

Portfolio turnover rate

 

9.00

%

6.65

%(a)

18.04

%

19.49

%

6.29

%

5.69

%

 


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, 2013 through December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

39



 

Boston Trust Midcap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

15.34

 

$

15.29

 

$

16.12

 

$

15.03

 

$

13.08

 

$

12.34

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.08

 

0.12

 

0.09

 

0.05

 

0.04

 

0.08

 

Net realized and unrealized gains from investment transactions

 

2.98

 

1.01

 

0.05

 

1.82

 

2.30

 

1.01

 

Total from investment activities

 

3.06

 

1.13

 

0.14

 

1.87

 

2.34

 

1.09

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.08

)

(0.13

)

(0.09

)

(0.05

)

(0.04

)

(0.08

)

Net realized gains from investments

 

(1.06

)

(0.95

)

(0.88

)

(0.73

)

(0.35

)

(0.27

)

Total dividends

 

(1.14

)

(1.08

)

(0.97

)

(0.78

)

(0.39

)

(0.35

)

Net Asset Value, End of Period

 

$

17.26

 

$

15.34

 

$

15.29

 

$

16.12

 

$

15.03

 

$

13.08

 

Total Return

 

20.01

%

7.29

%(a)

1.07

%

12.65

%

18.02

%

9.20

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

61,548

 

$

50,495

 

$

47,941

 

$

47,682

 

$

41,793

 

$

34,875

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.46

%

0.99

%(b)

0.58

%

0.34

%

0.30

%

0.68

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

0.98

%

1.02

%(b)

1.03

%

1.02

%

1.01

%

1.08

%

Portfolio turnover rate

 

23.22

%

14.53

%(a)

21.02

%

15.76

%

16.09

%

16.44

%

 


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

(b)  Annualized for periods less than one year.

(c)  During the periods, certain fees were reduced or recouped by the investment adviser. If such fee reductions/recoupments had not occurred, the ratio would have been as indicated.

 

40



 

Boston Trust SMID Cap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

13.48

 

$

12.49

 

$

13.72

 

$

13.49

 

$

12.05

 

$

11.09

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income/(loss)

 

0.07

 

0.13

 

0.06

 

0.01

 

(0.01

)

0.04

 

Net realized and unrealized gains (losses) from investment transactions

 

2.41

 

1.72

 

(0.41

)

0.97

 

2.40

 

1.05

 

Total from investment activities

 

2.48

 

1.85

 

(0.35

)

0.98

 

2.39

 

1.09

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.08

)

(0.15

)

(0.04

)

 

 

(0.05

)

Net realized gains from investments

 

(0.09

)

(0.71

)

(0.84

)

(0.75

)

(0.95

)

(0.08

)

Total dividends

 

(0.17

)

(0.86

)

(0.88

)

(0.75

)

(0.95

)

(0.13

)

Net Asset Value, End of Period

 

$

15.79

 

$

13.48

 

$

12.49

 

$

13.72

 

$

13.49

 

$

12.05

 

Total Return

 

18.39

%

14.67

%(a)

(2.34

)%

7.69

%

20.05

%

10.00

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

56,443

 

$

6,510

 

$

5,589

 

$

5,386

 

$

4,808

 

$

4,719

 

Ratio of net expenses to average net assets

 

0.75

%

0.75

%(b)

0.79

%(c)

1.00

%

1.00

%

1.00

%

Ratio of net investment income/(loss) to average net assets

 

0.85

%

1.31

%(b)

0.49

%

0.09

%

(0.06

)%

0.37

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(d)

 

1.04

%

1.61

%(b)

1.73

%

1.73

%

1.59

%

2.02

%

Portfolio turnover rate

 

37.44

%

22.69

%(a)

50.15

%

33.07

%

35.97

%

33.83

%

 


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)  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.

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

 

41



 

Boston Trust Small Cap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

14.33

 

$

12.74

 

$

15.20

 

$

15.73

 

$

14.25

 

$

13.24

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.07

 

0.12

 

0.06

 

0.03

 

 

0.05

 

Net realized and unrealized gains (losses) from investment transactions

 

1.67

 

1.92

 

(0.25

)

0.51

 

2.66

 

1.43

 

Total from investment activities

 

1.74

 

2.04

 

(0.19

)

0.54

 

2.66

 

1.48

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.08

)

(0.14

)

(0.06

)

(0.01

)

 

(0.05

)

Net realized gains from investments

 

(1.26

)

(0.31

)

(2.21

)

(1.06

)

(1.18

)

(0.42

)

Total dividends

 

(1.34

)

(0.45

)

(2.27

)

(1.07

)

(1.18

)

(0.47

)

Net Asset Value, End of Period

 

$

14.73

 

$

14.33

 

$

12.74

 

$

15.20

 

$

15.73

 

$

14.25

 

Total Return

 

12.26

%

15.94

%(a)

(0.52

)%

3.81

%

18.74

%

11.61

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

366,113

 

$

327,593

 

$

338,656

 

$

439,681

 

$

536,292

 

$

502,789

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.46

%

1.21

%(b)

0.44

%

0.17

%

0.02

%

0.38

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

1.02

%

1.06

%(b)

1.08

%

1.05

%

1.07

%

0.99

%

Portfolio turnover rate

 

23.78

%

51.92

%(a)

37.42

%

28.62

%

34.50

%

33.34

%

 


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, certain fees were reduced or recouped by the investment adviser. If such fee reductions/recoupments had not occurred, the ratio would have been as indicated.

 

42



 

Walden Asset Management Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

15.74

 

$

15.32

 

$

15.96

 

$

15.17

 

$

13.53

 

$

12.82

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.18

 

0.13

 

0.20

 

0.17

 

0.13

 

0.15

 

Net realized and unrealized gains from investment transactions

 

2.16

 

0.77

 

0.27

 

0.89

 

1.72

 

0.71

 

Total from investment activities

 

2.34

 

0.90

 

0.47

 

1.06

 

1.85

 

0.86

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.18

)

(0.17

)

(0.21

)

(0.16

)

(0.13

)

(0.15

)

Net realized gains from investments

 

(0.14

)

(0.31

)

(0.90

)

(0.11

)

(0.08

)

 

Total dividends

 

(0.32

)

(0.48

)

(1.11

)

(0.27

)

(0.21

)

(0.15

)

Net Asset Value, End of Period

 

$

17.76

 

$

15.74

 

$

15.32

 

$

15.96

 

$

15.17

 

$

13.53

 

Total Return

 

14.88

%

5.87

%(a)

3.10

%

7.00

%

13.73

%

6.83

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

121,356

 

$

101,126

 

$

86,891

 

$

84,499

 

$

79,168

 

$

64,728

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

1.08

%

1.13

%(b)

1.29

%

1.06

%

0.95

%

1.25

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

1.03

%

1.05

%(b)

1.06

%

1.04

%

1.05

%

1.10

%

Portfolio turnover rate

 

8.40

%

10.18

%(a)

15.56

%

21.62

%

6.50

%

15.93

%

 


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, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

43



 

Walden Equity Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

18.82

 

$

17.88

 

$

18.55

 

$

18.19

 

$

15.41

 

$

14.39

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.20

 

0.14

 

0.23

 

0.18

 

0.16

 

0.16

 

Net realized and unrealized gains from investment transactions

 

3.70

 

1.44

 

0.29

 

1.29

 

2.86

 

1.01

 

Total from investment activities

 

3.90

 

1.58

 

0.52

 

1.47

 

3.02

 

1.17

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.20

)

(0.18

)

(0.24

)

(0.18

)

(0.15

)

(0.15

)

Net realized gains from investments

 

(0.91

)

(0.46

)

(0.95

)

(0.93

)

(0.09

)

 

Total dividends

 

(1.11

)

(0.64

)

(1.19

)

(1.11

)

(0.24

)

(0.15

)

Net Asset Value, End of Period

 

$

21.61

 

$

18.82

 

$

17.88

 

$

18.55

 

$

18.19

 

$

15.41

 

Total Return

 

20.77

%

8.80

%(a)

2.92

%

8.13

%

19.66

%

8.27

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

197,439

 

$

181,830

 

$

164,566

 

$

157,499

 

$

151,879

 

$

130,698

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.93

%

1.00

%(b)

1.21

%

0.95

%

0.95

%

1.22

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

1.07

%

1.09

%(b)

1.10

%

1.09

%

1.08

%

1.14

%

Portfolio turnover rate

 

9.88

%

9.94

%(a)

17.78

%

21.31

%

12.33

%

10.34

%

 


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, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

44



 

Walden Midcap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

14.90

 

$

14.57

 

$

15.18

 

$

14.06

 

$

12.06

 

$

11.11

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.07

 

0.11

 

0.09

 

0.05

 

0.04

 

0.06

 

Net realized and unrealized gains from investment transactions

 

2.85

 

0.97

 

0.07

 

1.65

 

2.08

 

0.95

 

Total from investment activities

 

2.92

 

1.08

 

0.16

 

1.70

 

2.12

 

1.01

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.08

)

(0.12

)

(0.08

)

(0.05

)

(0.03

)

(0.06

)

Net realized gains from investments

 

(0.50

)

(0.63

)

(0.69

)

(0.53

)

(0.09

)

 

Total dividends

 

(0.58

)

(0.75

)

(0.77

)

(0.58

)

(0.12

)

(0.06

)

Net Asset Value, End of Period

 

$

17.24

 

$

14.90

 

$

14.57

 

$

15.18

 

$

14.06

 

$

12.06

 

Total Return

 

19.62

%

7.36

%(a)

1.27

%

12.25

%

17.65

%

9.12

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

46,562

 

$

39,059

 

$

35,543

 

$

34,959

 

$

30,577

 

$

24,390

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.45

%

0.97

%(b)

0.59

%

0.35

%

0.30

%

0.58

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

1.01

%

1.04

%(b)

1.07

%

1.04

%

1.04

%

1.23

%

Portfolio turnover rate

 

24.85

%

12.59

%(a)

20.10

%

16.06

%

14.86

%

12.32

%

 


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, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

45



 

Financial Highlights

 

Walden SMID Cap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the
year ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

Period
June 28,
2012(d)
through
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

14.60

 

$

13.40

 

$

14.70

 

$

13.97

 

$

12.09

 

$

10.00

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income/(loss)

 

0.07

 

0.12

 

0.04

 

0.01

 

(0.01

)

0.03

 

Net realized and unrealized gains (losses) from investment transactions

 

2.40

 

1.87

 

(0.44

)

1.03

 

2.38

 

2.09

 

Total from investment activities

 

2.47

 

1.99

 

(0.40

)

1.04

 

2.37

 

2.12

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.09

)

(0.14

)

(0.02

)

(0.01

)

 

(0.03

)

Net realized gains from investments

 

(0.29

)

(0.65

)

(0.88

)

(0.30

)

(0.49

)

 

Total dividends

 

(0.38

)

(0.79

)

(0.90

)

(0.31

)

(0.49

)

(0.03

)

Net Asset Value, End of Period

 

$

16.69

 

$

14.60

 

$

13.40

 

$

14.70

 

$

13.97

 

$

12.09

 

Total Return

 

16.94

%

14.73

%(a)

(2.47

)%

7.60

%

19.68

%

21.28

%(a)

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

45,632

 

$

38,128

 

$

32,452

 

$

28,369

 

$

25,780

 

$

20,458

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%(b)

Ratio of net investment income/(loss) to average net assets

 

0.48

%

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 adviser) to average net assets(c)

 

1.08

%

1.12

%(b)

1.15

%

1.12

%

1.12

%

1.60

%(b)

Portfolio turnover rate

 

31.92

%

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, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

(d)          Commencement of operations on June 28, 2012.

 

46



 

Walden Small Cap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year
ended
December 31,
2017

 

For the nine
months
ended
December 31,
2016

 

For the year
ended
March 31,
2016

 

For the year
ended
March 31,
2015

 

For the year
ended
March 31,
2014

 

For the year
ended
March 31,
2013

 

Net Asset Value, Beginning of Period

 

$

18.46

 

$

16.45

 

$

19.66

 

$

20.43

 

$

18.48

 

$

16.92

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.09

 

0.16

 

0.08

 

0.04

 

0.01

 

0.07

 

Net realized and unrealized gains (losses) from investment transactions

 

2.02

 

2.58

 

(0.38

)

0.66

 

3.42

 

1.93

 

Total from investment activities

 

2.11

 

2.74

 

(0.30

)

0.70

 

3.43

 

2.00

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.10

)

(0.17

)

(0.07

)

(0.02

)

 

(0.07

)

Net realized gains from investments

 

(1.06

)

(0.56

)

(2.84

)

(1.45

)

(1.48

)

(0.37

)

Total dividends

 

(1.16

)

(0.73

)

(2.91

)

(1.47

)

(1.48

)

(0.44

)

Net Asset Value, End of Period

 

$

19.41

 

$

18.46

 

$

16.45

 

$

19.66

 

$

20.43

 

$

18.48

 

Total Return

 

11.50

%

16.57

%(a)

(0.80

)%

3.86

%

18.58

%

12.05

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

98,143

 

$

85,199

 

$

69,754

 

$

87,740

 

$

103,791

 

$

95,233

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%(b)

1.00

%

1.00

%

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.47

%

1.14

%(b)

0.45

%

0.17

%

0.03

%

0.40

%

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(c)

 

1.03

%

1.06

%(b)

1.06

%

1.01

%

1.05

%

1.09

%

Portfolio turnover rate

 

27.16

%

14.71

%(a)

38.05

%

28.74

%

36.60

%

31.98

%

 


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, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

47



 

Walden International Equity Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

For the year ended
December 31, 2017

 

For the
nine months ended
December 31, 2016

 

For the period
June 9, 2015(a)
through
March 31, 2016

 

Net Asset Value, Beginning of Period

 

$

9.34

 

$

9.45

 

$

10.00

 

Investment Activities:

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

Net investment income

 

0.13

 

0.12

 

0.08

 

Net realized and unrealized gains/(losses) from investment transactions

 

1.73

 

(0.06

)

(0.59

)

Total from investment activities

 

1.86

 

0.06

 

(0.51

)

Dividends:

 

 

 

 

 

 

 

Net investment income

 

(0.13

)

(0.17

)

(0.04

)

Net realized gains from investments

 

 

 

 

Total dividends

 

(0.13

)

(0.17

)

(0.04

)

Net Asset Value, End of Period

 

$

11.07

 

$

9.34 $

 

9.45

 

Total Return

 

19.92

%

0.62

%(b)

(5.09

)%(b)

Ratios/Supplemental Data:

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

41,234

 

$

14,713

 

$

12,786

 

Ratio of net expenses to average net assets

 

1.15

%

1.15

%(c)

1.15

%(c)

Ratio of net investment income to average net assets

 

1.57

%

1.87

%(c)

1.22

%(c)

Ratio of expenses (before fee reductions or recoupment of fees previously reimbursed by the investment adviser) to average net assets(d)

 

1.31

%

1.86

%(c)

2.21

%(c)

Portfolio turnover rate

 

10.16

%

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 certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

48



 

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

 

Annual/Semi-Annual Reports:

 

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

 

Statement of Additional Information (SAI):

 

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

 

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

 

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

 

By mail:

 

Securities and Exchange Commission

Public Reference Section

Washington, D.C. 20549-1520

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

 

On the EDGAR database via the Internet:

 

www.sec.gov

 

By electronic request:

 

publicinfo@sec.gov

 

Investment Company Act File No. 811-06526.

BTWPU 06/18

 



 

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, 2018

 

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

 

11

Portfolio Turnover

 

12

 

 

 

NET ASSET VALUE

 

13

Additional Purchase and Redemption Information

 

13

 

 

 

MANAGEMENT OF THE TRUST

 

14

The Board of Trustees

 

14

Interested Trustees

 

14

Independent Trustees

 

15

Officers Who Are Not Trustees

 

15

Board Committees

 

16

Risk Oversight

 

16

Ownership Of Securities

 

17

Interested Trustees

 

17

Investment Adviser

 

18

Portfolio Manager Information

 

19

Code of Ethics

 

21

Portfolio Transactions

 

21

Administrator and Fund Accounting Services

 

23

Distributor

 

24

Custodian

 

24

Transfer Agency Services

 

25

Shareholder Services Agreements

 

25

Payment of Additional Cash Compensation

 

25

Independent Registered Public Accounting Firm

 

26

Legal Counsel

 

26

 

 

 

ADDITIONAL INFORMATION

 

27

Description Of Shares

 

27

Control Persons & Principal Holders Of Securities

 

27

Vote Of A Majority Of The Outstanding Shares

 

30

Additional Tax Information

 

30

Yields And Total Returns

 

33

Performance Comparisons

 

35

Proxy Voting

 

36

Disclosure of Fund Portfolio Holdings

 

36

 

 

 

MISCELLANEOUS

 

38

 

 

 

FINANCIAL STATEMENTS

 

39

 



 

STATEMENT OF ADDITIONAL INFORMATION

 

THE BOSTON TRUST & WALDEN FUNDS

 

The Boston Trust & Walden Funds (the “Trust”) is an open-end investment management company which currently offers its shares in separate series. The Trust was organized as a Massachusetts business trust on January 8, 1992. Prior to August 1, 2011, the Trust was known as The Coventry Group. Overall responsibility for the management of the Funds is vested in the Board of Trustees. Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held, and will vote in the aggregate and not by series except as otherwise expressly required by law. An annual or special meeting of shareholders to conduct necessary business is not required by the Trust’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) or other authority, except under certain circumstances. Absent such circumstance, the Trust does not intend to hold annual or special meetings. This Statement of Additional Information deals with 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 Moody’s, or, if unrated, of comparable quality as determined by the Adviser.

 

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

 

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

 

There is also the risk that the seller may fail to repurchase the security. However, the Funds will always receive as collateral for any repurchase agreement to which it is a party securities acceptable to it, the market value of which is equal to at least 100% of the amount invested by the Funds plus accrued interest, and the Funds will make payment against such securities only upon physical delivery or evidence of book entry transfer to the account of its Custodian. If the market value of the U.S. Government security subject to the repurchase agreement becomes less than the repurchase price (including interest), the Funds will direct the seller of the U.S. Government security to deliver additional securities so that the market value of all securities subject to the repurchase agreement will equal or exceed the repurchase price. It is possible that the Funds will be unsuccessful in seeking to impose on the seller a contractual obligation to deliver additional securities.

 

3



 

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 issuer’s 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 Fund’s 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 Fund’s share price.

 

Securities of foreign issuers may be held by the Funds in the form of American Depositary Receipts and European Depositary Receipts (“ADRs” and “EDRs”). These are certificates evidencing ownership of shares of a foreign-based issuer held in trust by a bank or similar financial institution. Designed for use in U.S. and European securities markets, respectively, ADRs and EDRs are alternatives to the purchase of the underlying securities in their national market and currencies. For more information, see “Depositary Receipts”. Certain Funds may invest in securities of multilateral agencies, which are international institutions with governmental membership which invest all or a significant part of their activities in favor of development and aid recipient countries.

 

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 in foreign securities in a non-principal manner. Each Fund may invest without regard to the limitation in securities of foreign issuers which are listed and traded on a U.S. national securities exchange.

 

4



 

EMERGING MARKET SECURITIES. The risks described above, including the risks of nationalization or expropriation of assets, typically are increased in connection with investments in “emerging markets.” For example, political and economic structures in these countries may be in their infancy and developing rapidly, and such countries may lack the social, political and economic stability characteristic of more developed countries (including amplified risk of war and terrorism). Certain of these countries have in the past failed to recognize private property rights and have at times nationalized and expropriated the assets of private companies. Investments in emerging markets may be considered speculative. The currencies of certain emerging market countries have experienced devaluations relative to the U.S. dollar, and future devaluations may adversely affect the value of assets denominated in such currencies. In addition, currency hedging techniques may be unavailable in certain emerging market countries. Many emerging market countries have experienced substantial, and in some periods extremely high, rates of inflation or deflation for many years, and future inflation may adversely affect the economies and securities markets of such countries. In addition, unanticipated political or social developments may affect the value of investments in emerging markets and the availability of additional investments in these markets. Any change in the leadership or politics of emerging market countries, or the countries that exercise a significant influence over those countries, may halt the expansion of or reverse the liberalization of foreign investment policies now occurring and adversely affect existing investment opportunities. The small size, limited trading volume and relative inexperience of the securities markets in these countries may make investments in securities traded in emerging markets illiquid and more volatile than investments in securities traded in more developed countries. For example, limited market size may cause prices to be unduly influenced by traders who control large positions. In addition, a Fund may be required to establish special custodial or other arrangements before making investments in securities traded in emerging markets. There may be little financial or accounting information available with respect to issuers of emerging market securities, and it may be difficult as a result to assess the value of prospects of an investment in such securities. The risk also exists that an emergency situation may arise in one or more emerging markets as a result of which trading of securities may cease or may be substantially curtailed and prices for a Fund’s securities in such markets may not be readily available. A Fund may suspend redemption of its shares for any period during which an emergency exists, as determined by the SEC. Accordingly, if a Fund believes that appropriate circumstances exist, it may apply to the SEC for a determination that an emergency is present. During the period commencing from a Fund’s identification of such condition until the date of the SEC action, a Fund’s securities in the affected markets will be valued at fair value determined in good faith by or under the direction of the Board.

 

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

 

HIGH YIELD SECURITIES. Certain Funds reserve the right to invest up to 20% of their assets in securities rated lower than BBB- by Standard & Poor’s Ratings Group (“S&P”) or lower than Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), but rated at least B- by S&P or B3 by Moody’s (or, in either case, if unrated, deemed by the Adviser to be of comparable quality). Lower-rated securities generally offer a higher current yield than that available for higher grade issues. However, lower-rated securities involve higher risks, in that they are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes, or perceived changes, in the financial

 

5



 

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.

 

MUNICIPAL OBLIGATIONS. Certain Funds may invest in municipal securities. Municipal securities are obligations, typically bonds and notes, issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies, authorities and instrumentalities, the interest on which, in the opinion of the issuer’s bond counsel at the time of issuance, is both exempt from federal income tax and not treated as a preference item for individuals for purposes of the federal alternative minimum tax. Generally, municipal securities are issued by governmental entities to obtain funds for various public purposes, such as the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses and the extension of loans to other public institutions and facilities. Municipal securities may include fixed, variable, or floating rate obligations. Municipal securities may be purchased on a when-issued or delayed-delivery basis (including refunding contracts). The prices and yields on municipal securities are subject to change from time to time and depend upon a variety of factors, including general money market conditions, the financial condition of the issuer (or other entities whose financial resources are supporting the municipal security), general conditions in the market for tax-exempt obligations, the size of a particular offering, the maturity of the obligation and the rating(s) of the issue. There are variations in the quality of municipal securities, both within a particular category of municipal securities and between categories. Current information about the financial condition of an issuer of tax-exempt bonds or notes usually is not as extensive as that which is made available by corporations whose securities are publicly traded. An issuer’s obligations under its municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by federal or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal obligations may be materially adversely affected by litigation or other conditions. Moreover, changes in the financial health of a municipality or other issuer, or an insurer of municipalities, may make it difficult to pay interest and principal when due and may affect the overall municipal securities market. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on tax-exempt bonds, and similar proposals may be introduced in the future. The U.S. Supreme Court has held that Congress has the constitutional authority to enact such legislation. It is not possible to determine what effect the adoption of such proposals could have on the availability of tax-exempt bonds for investment by a Fund and the value of its portfolio. Proposals also may be introduced before state legislatures that would affect the state tax treatment of municipal securities. If such proposals were enacted, the availability of municipal securities and their value would be affected. The ratings of NRSROs represent their opinions as to the quality of municipal securities. In this regard, it should be emphasized that the ratings of any NRSRO are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase by a Fund, an issue of municipal securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. The Adviser will consider such an event in determining whether the Fund should continue to hold the obligation. Subsequent to its purchase by a Fund, an issue of rated municipal obligations may cease to be rated or its rating may be reduced below the minimum required for purchase by the

 

6



 

Fund. Neither event will require the sale of such municipal obligations by the Fund. To the extent that the ratings given by Moody’s or S&P for municipal obligations may change as a result of changes in such organizations or their rating systems, the Fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies contained in the Prospectus and this SAI.

 

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

 

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

 

Transactions in options on securities and on indexes involve certain risks. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.

 

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

 

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

 

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

 

ILLIQUID AND RESTRICTED SECURITIES. The Funds may not invest more than 5% of its net assets in illiquid securities, including (i) securities for which there is no readily available market; (ii) securities the disposition of which would be subject to legal restrictions (so-called “restricted securities”); and (iii) repurchase agreements having more than seven days to maturity. A considerable period of time may elapse between the Funds’ decision to dispose of such securities and the time

 

7



 

when the Funds are able to dispose of them, during which time the value of the securities could decline. Securities which meet the requirements of Securities Act Rule 144A are restricted, but may be determined to be liquid by the Trustees, based on an evaluation of the applicable trading markets.

 

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

 

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 entered into a master interfund lending agreement (“Interfund Lending Agreement”) with each other that permits each Fund to lend money directly to and borrow directly from other Funds through a credit facility for temporary purposes (an “Interfund Loan”). The credit facility is intended both to reduce the Funds’ 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.

 

The intention of the credit facility is to 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 credit facility when a sale of securities “fails” due to circumstances beyond the Fund’s control, such as a delay in the delivery of cash to the Fund’s 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 credit facility under these circumstances potentially enables the Fund to have access to 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 credit facility, a borrowing Fund will pay lower interest rates than those that will be payable under short-term loans offered by banks. In addition, Funds making short-term cash loans directly to other Funds will earn interest at a rate higher than they otherwise could obtain from investing their cash in repurchase agreements or money market funds. Thus, the 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”) will be the average of: (i) the “Repo Rate,” as defined below; and (ii) the “Bank Loan Rate,” as defined below. The Repo Rate for any day is equal to the highest or best rate available (after giving effect to factors such as the credit quality of the counterparty) to a lending Fund from investment in overnight repurchase agreements with counterparties approved by the Fund or the Adviser. The Bank Loan Rate for any day is calculated by the Interfund Lending Committee, as defined below, each day an Interfund Loan is made according to a formula established by each Fund’s 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 Adviser’s fund administration personnel (the “Interfund Lending Committee”) administer the credit facility. No portfolio manager of any Fund may serve as a member of the Interfund Lending Committee. The credit facility is available to any Fund other than the Boston Trust Small Cap Fund. On any day on which a Fund intends to borrow

 

8



 

money, the Interfund Lending Committee makes 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 Repo 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 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 source, including but not limited to another Fund, the Fund’s 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 Fund’s total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the credit facility only on a secured basis. A Fund may not borrow through the 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 credit facility if the loan would cause the lending Fund’s aggregate outstanding loans through the credit facility to exceed 15% of the lending Fund’s current net assets at the time of the loan. A Fund’s Interfund Loans to any one Fund shall not exceed 5% of the lending Fund’s 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 Fund’s 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 open-end and closed-end investment companies and exchange traded funds (“ETFs”), to the extent that such an investment would be consistent with the requirements of the 1940 Act and each Fund’s investment objectives. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, each Fund becomes a shareholder of that investment company. As a result, each Fund’s shareholders indirectly will bear each Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses each Fund’s shareholders directly bear in connection with each Fund’s own operations.

 

ETFs are typically not actively managed. Rather, an ETF’s objective is to track the performance of a specified index. Therefore, securities may be purchased, retained and sold by ETFs at times when an actively managed trust would not do so. As a result, the Fund may have a greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of the securities that are heavily weighted in the index than would be the case if the ETF were not fully invested in such securities. Because of this, an ETF’s price can be volatile. In addition, the results of an ETF will not match the performance of the specified index due to reductions in the ETF’s performance attributable to transaction and other expenses, including fees paid by the ETF to service providers.

 

The 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 the Fund will ever decrease. In fact, it is possible that this market discount may increase and the 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 the Fund’s shares. Similarly, there can be no assurance that any shares of a closed-end fund purchased by the 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 the Fund. Also, there may be a limited secondary market for shares of closed-end funds.

 

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

 

Shares of closed-end funds and ETFs (except, in the case of ETFs, for “aggregation units” of 50,000 shares) are not individually redeemable, but are traded on securities exchanges. The prices of such shares are based upon, but not necessarily

 

9



 

identical to, the value of the securities held by the issuer. There is no assurance that the requirements of the securities exchange necessary to maintain the listing of shares of any closed-end fund or ETF will continue to be met.

 

Some of the countries in which the Fund may invest, may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may be permitted only through foreign government-approved or -authorized investment vehicles, which may include other investment companies. These funds may also invest in other investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. Under the 1940 Act, the Fund may invest up to 10% of its assets in shares of investment companies and up to 5% of its assets in any one investment company as long as the Fund does not own more than 3% of the voting stock of any one investment company, unless the Fund relies on certain rules under the 1940 Act, to invest in companies in excess of these limits or has an order from the U.S. Securities and Exchange Commission permitting it to do so. As a shareholder of another investment company, the Fund would bear, along with other shareholders, its pro rata portion of the other investment company’s expenses, including advisory fees. Those expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations.

 

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

 

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

 

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

 

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

 

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

 

10



 

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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s 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 Fund’s engagement in such activities is consistent with or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder

 

11



 

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 Fund’s total assets, or Funds owning securities of investment companies in the aggregate which would exceed 10% of the value of the Funds’ total assets, except as permitted by the Investment Company Act of 1940 and the rules thereunder.

 

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

 

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

 

12



 

NET ASSET VALUE

 

As indicated in the Prospectus, the net asset value of the Funds is determined once daily as of the close of public trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) on each day that the Exchange is open for trading. The New York Stock Exchange will not open inobservance of the following holidays: New Year’s Day, Martin Luther King, Jr. 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 Trust’s Board of Trustees. Several pricing services are available, one or more of which may be used by the Adviser from time to time.

 

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

 

Shares of each of the Funds are distributed on a continuous basis by Foreside Financial Services, LLC (“Foreside”). 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 Adviser’s affiliated entities (collectively, “Entities”). Customers purchasing shares of the Funds may include officers, directors, or employees of the Adviser or the Entities.

 

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

 

13



 

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 Chairman’s responsibilities include, among other things, scheduling Board meetings, setting and prioritizing Board meeting agendas, serving as a point person for the exchange of information between management and the Board of Trustees, coordinating communications among the Trustees, and ensuring that the Board receives reports from management on essential matters. 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

 

 

 

 

 

 

 

 

 

 

 

OTHER

 

 

 

 

 

 

 

 

NUMBER OF

 

DIRECTORSHIPS

 

 

 

 

 

 

 

 

FUNDS IN

 

HELD BY

 

 

 

 

TERM OF OFFICE*

 

PRINCIPAL

 

FUND

 

TRUSTEE

 

 

POSITION(S)

 

AND

 

OCCUPATION(S)

 

COMPLEX**

 

DURING THE

NAME, ADDRESS AND

 

HELD WITH

 

LENGTH OF TIME

 

DURING PAST FIVE

 

OVERSEEN

 

PAST FIVE

YEAR OF BIRTH

 

THE FUNDS

 

SERVED

 

YEARS

 

BY TRUSTEE

 

YEARS

 

 

 

 

 

 

 

 

 

 

 

Lucia B. Santini
One Beacon Street,
33
rd  Floor
Boston, MA 02108
Year of Birth: 1958

 

Trustee and President

 

Indefinite; Since June, 2011

 

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.

 

11

 

None

 

 

 

 

 

 

 

 

 

 

 

Heidi Soumerai
One Beacon Street,
33
rd  Floor
Boston, MA 02108
Year of Birth: 1957

 

Trustee

 

Indefinite, Since May, 2013

 

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.

 

11

 

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.

 

14



 

INDEPENDENT TRUSTEES

 

 

 

 

 

 

 

 

 

NUMBER OF

 

 

 

 

 

 

 

 

 

 

FUNDS IN

 

OTHER

 

 

 

 

 

 

 

 

FUND

 

DIRECTORSHIPS

 

 

POSITION(S)

 

TERM OF OFFICE*

 

 

 

COMPLEX**

 

HELD BY TRUSTEE

NAME, ADDRESS AND

 

HELD WITH

 

AND LENGTH OF

 

PRINCIPAL OCCUPATION(S)

 

OVERSEEN

 

DURING THE PAST

YEAR OF BIRTH

 

THE FUNDS

 

TIME SERVED

 

DURING PAST FIVE YEARS

 

BY TRUSTEE

 

FIVE YEARS

 

 

 

 

 

 

 

 

 

 

 

Diane E. Armstrong
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
Year of Birth: 1964

 

Trustee

 

Indefinite; Since February, 2005

 

Advisor, Investment Partners (financial planning firm), January 2018 to present; President, Armstrong Financial Services (financial planning firm), November, 2012 to present.

 

11

 

None

 

 

 

 

 

 

 

 

 

 

 

Elizabeth E. McGeveran
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
Year of Birth: 1971

 

Trustee

 

Indefinite, Since April 2016

 

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.

 

11

 

None

 

 

 

 

 

 

 

 

 

 

 

Michael M. Van Buskirk
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
Year of Birth: 1947

 

Trustee and Chairman of the Board

 

Indefinite; Trustee since January, 1992. Chairman since January, 2006.

 

Retired since 2014. President and Chief Executive Officer, Ohio Bankers League. May, 1991 to December 2013.

 

11

 

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

 

 

 

POSITION(S)

 

 

 

 

NAME, ADDRESS AND

 

HELD WITH

 

TERM OF OFFICE* AND

 

PRINCIPAL OCCUPATION(S) DURING PAST FIVE

YEAR OF BIRTH

 

THE FUNDS

 

LENGTH OF TIME SERVED

 

YEARS

 

 

 

 

 

 

 

Jennifer Ellis
One Beacon Street, 33rd Floor
Boston, MA 02108
Year of Birth: 1972

 

Treasurer

 

Indefinite; Since May, 2011

 

Director of Finance/Treasurer, Boston Trust & Investment Management Company, May, 2011 to present.

 

 

 

 

 

 

 

Curtis Barnes
800 Boylston Street, 24th Floor
Boston, MA 02199
Year of Birth: 1953

 

Secretary

 

Indefinite; Since May, 2007

 

Senior Vice President, Citi Fund Services Ohio, Inc., August, 2007 to present.

 

 

 

 

 

 

 

Amy E. Siefer
4400 Easton Commons, Suite 200
Columbus, Ohio 43219
Year of Birth: 1977

 

Chief Compliance Officer and AML Officer

 

Indefinite; Since February, 2018

 

Vice President, Citi Fund Services Ohio, Inc., May 2012 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 was 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 Trust’s Audit Committee. Ms.

 

15



 

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 the 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 firm’s 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 Trust’s accounting and financial reporting policies and practices and the quality and objectivity of the Trust’s financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trust’s internal accounting and control structure, its auditing function and its financial reporting process, (ii) selecting and recommending to the full Board of Trustees the appointment of auditors for the Trust, (iii) reviewing audit plans, fees, and other material arrangements with respect to the engagement of auditors, including the performance of permissible non-audit services; (iv) reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities and (v) monitoring the auditor’s independence. The Audit Committee met two times during the last fiscal year. The Nominating Committee, also comprised of all of the Independent Trustees, evaluates the qualifications of candidates and makes nominations for independent trustee membership on the Board. The Nominating Committee does not consider nominees recommended by shareholders. During the last fiscal year, the Nominating Committee held 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 Trust’s valuation procedures and to make fair value determinations on behalf of the Board as specified in the valuation procedures. The Valuation Committee meets as necessary. The Board has determined that leadership by an Independent Trustee and a committee structure that is led by Independent Trustees is appropriate for the Trust and allows the Board to effectively and efficiently evaluate issues that impact the Trust as a whole as well as issues that are unique to each Fund.

 

RISK OVERSIGHT

 

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

 

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

 

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

 

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

 

16



 

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

 

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

 

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

 

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

 

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

 

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

 

OWNERSHIP OF SECURITIES

 

As of March 30, 2018, the Trust’s Trustees and officers, as a group, owned less than 1% of each Fund’s outstanding Shares.

 

For the year ended December 31, 2017, 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

 

 

 

 

 

AGGREGATE DOLLAR RANGE OF

 

 

 

 

 

EQUITY SECURITIES IN ALL

 

 

 

 

 

REGISTERED INVESTMENT COMPANIES

 

 

 

DOLLAR RANGE OF EQUITY

 

OVERSEEN BY TRUSTEES IN FAMILY OF

 

NAME OF TRUSTEE

 

SECURITIES IN THE FUNDS

 

INVESTMENT COMPANIES*

 

Lucia B. Santini

 

BTBFX — over $100,000

 

 

 

 

 

WSEFX — over $100,000

 

over $100,000

 

 

 

WIEFX — over $100,000

 

 

 

 

 

 

 

 

 

Heidi Soumerai

 

BTBFX — over $100,000

 

 

 

 

 

WAMFX — $10,001-$50,000

 

 

 

 

 

WASOX — $50,001-$100,00

 

over $100,000

 

 

 

WSEFX — over $100,000

 

 

 

 

 

 

 

 

 

Diane E. Armstrong

 

BTBFX — $50,001-$100,000

 

$50,001-$100,000

 

 

 

 

 

 

 

Elizabeth E. McGeveran

 

None

 

None

 

 

 

 

 

 

 

Michael M. VanBuskirk

 

BTBFX — $50,001-$100,000

 

 

 

 

 

BTMFX — over $100,000

 

 

 

 

 

BOSOX — over $100,000

 

over $100,000

 

 

 

WASMX — $50,001-$100,00

 

 

 

 

 

WIEFX — $50,001-$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 Funds under a Compliance Services Agreement dated June 30, 2016. Mr. Barnes and Ms. Siefer are employees of Citi.

 

17



 

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 $1,000; and a $500 per meeting fee for all other committee meetings, unless such committee meeting occurs on the same day as a regular board meeting. 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 year ended December 31, 2017 the Trustees received the following compensation from the Trust and from certain other investment companies (if applicable) that have the same investment adviser as the Funds or an investment adviser that is an affiliated person of the Trust’s investment adviser:

 

 

 

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

 

$

26,000

 

$

0

 

$

0

 

$

26,000

 

Lucia B. Santini**

 

$

0

 

$

0

 

$

0

 

$

0

 

Michael M. Van Buskirk

 

$

30,400

 

$

0

 

$

0

 

$

30,400

 

Heidi Soumerai**

 

$

0

 

$

0

 

$

0

 

$

0

 

Elizabeth E. McGeveran

 

$

25,200

 

$

0

 

$

0

 

$

25,200

 

 


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

**           As interested Trustees, Ms. Santini and Ms. Soumerai received no compensation.

 

INVESTMENT ADVISER

 

Investment advisory and management services are provided to the Funds by Boston Trust Investment Management, Inc. (the “Adviser”), pursuant to an Investment Advisory Agreement dated as of September 30, 2004, as amended. The Adviser is a wholly-owned subsidiary of Boston Trust & Investment Management Company, a Massachusetts chartered banking and trust company (“Boston Trust”), which in turn is a wholly-owned subsidiary of BTIM Corporation, a 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:

 

Fund

 

Investment Advisory Fee

Boston Trust Asset Management Fund

 

0.75% of the first $500 million of average daily net assets and 0.50% of average daily net assets in excess of $500 million

Boston Trust Equity Fund

 

0.75% of average daily net assets

Boston Trust Midcap Fund

 

0.75% of average daily net assets

Boston Trust SMID Cap Fund

 

0.75% of average daily net assets

Boston Trust Small Cap Fund

 

0.75% of average daily net assets

Walden 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

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

 

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

 

18



 

For each of the past three fiscal periods ended March 31, 2016, December 31, 2016, and December 31, 2017, 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

 

 

 

3/31/2016

 

12/31/2016

 

12/31/2017

 

Boston Trust Asset Management Fund

 

Advisory Fees Paid

 

$

2,636,952

 

$

2,140,804

 

$

3,349,764

 

 

 

Waived and/Reimbursed

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Equity Fund

 

Advisory Fees Paid

 

$

815,501

 

$

647,553

 

$

954,561

 

 

 

Waived and/Reimbursed

 

$

0

 

$

0

 

$

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Midcap Fund

 

Advisory Fees Paid

 

$

348,938

 

$

278,551

 

$

419,370

 

 

 

Waived and/Reimbursed or (Recoupment of Previously Waived Fees)

 

$

8,884

 

$

6,555

 

$

(9,182

)

 

 

 

 

 

 

 

 

 

 

Boston Trust SMID Cap Fund

 

Advisory Fees Paid

 

$

40,124

 

$

33,089

 

$

222,729

 

 

 

Waived and/Reimbursed

 

$

44,650

 

$

37,894

 

$

87,452

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Small Cap Fund

 

Advisory Fees Paid

 

$

2,838,811

 

$

2,070,534

 

$

2,600,013

 

 

 

Waived and/Reimbursed

 

$

297,469

 

$

157,762

 

$

58,104

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Asset Management Fund

 

Advisory Fees Paid

 

$

623,054

 

$

525,922

 

$

838,075

 

 

 

Waived and/Reimbursed

 

$

40,670

 

$

34,372

 

$

28,580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Equity Fund

 

Advisory Fees Paid

 

$

1,129,528

 

$

990,520

 

$

1,403,605

 

 

 

Waived and/Reimbursed

 

$

151,560

 

$

124,204

 

$

138,810

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Midcap Fund

 

Advisory Fees Paid

 

$

256,751

 

$

208,488

 

$

320,491

 

 

 

Waived and/Reimbursed

 

$

17,571

 

$

12,415

 

$

4,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden SMID Cap Fund

 

Advisory Fees Paid

 

$

213,832

 

$

191,576

 

$

315,162

 

 

 

Waived and/Reimbursed

 

$

37,277

 

$

31,322

 

$

33,179

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Small Cap Fund

 

Advisory Fees Paid

 

$

570,604

 

$

430,421

 

$

653,633

 

 

 

Waived and/Reimbursed

 

$

42,280

 

$

36,830

 

$

26,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden International Equity Fund

 

Advisory Fees Paid

 

$

59,958

 

$

76,968

 

$

222,425

 

 

 

Waived and/Reimbursed

 

$

85,178

 

$

73,099

 

$

47,374

 

 

As of December 31, 2017, the Adviser may recoup $8,081, $199,666, $726,474, $129,503, $539,167, $41,372, $127,319, $108,385 and $205,651 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

 

$

1,526

 

3/31/2019

 

 

 

6,555

 

12/31/2019

 

 

 

 

 

 

 

Boston Trust SMID Cap Fund

 

29,670

 

3/31/2018

 

 

 

44,650

 

3/31/2019

 

 

 

37,894

 

12/31/2019

 

 

 

87,452

 

12/31/2020

 

 

 

 

 

 

 

Boston Trust Small Cap Fund

 

213,139

 

3/31/2018

 

 

 

297,469

 

3/31/2019

 

 

 

157,762

 

12/31/2019

 

 

 

58,104

 

12/31/2020

 

 

Funds

 

Amount

 

Expires

 

Walden Asset Management Fund

 

$

25,881

 

3/31/2018

 

 

 

40,670

 

3/31/2019

 

 

 

34,372

 

12/31/2019

 

 

 

28,580

 

12/31/2020

 

 

 

 

 

 

 

Walden Equity Fund

 

124,593

 

3/31/2018

 

 

 

151,560

 

3/31/2019

 

 

 

124,204

 

12/31/2019

 

 

 

138,810

 

12/31/2020

 

 

 

 

 

 

 

Walden Midcap Fund

 

7,376

 

3/31/2018

 

 

 

17,571

 

3/31/2019

 

 

 

12,415

 

12/31/2019

 

 

 

4,010

 

12/31/2020

 

 

 

 

 

 

 

Walden SMID Cap Fund

 

25,541

 

3/31/2018

 

 

 

37,277

 

3/31/2019

 

 

 

31,322

 

12/31/2019

 

 

 

33,179

 

12/31/2020

 

 

 

 

 

 

 

Walden Small Cap Fund

 

2,313

 

3/31/2018

 

 

 

42,280

 

3/31/2019

 

 

 

36,830

 

12/31/2019

 

 

 

26,962

 

12/31/2020

 

 

 

 

 

 

 

Walden International Equity Fund

 

85,178

 

3/31/2019

 

 

 

73,099

 

12/31/2019

 

 

 

47,374

 

12/31/2020

 

 

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

 

19



 

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, 2017:

 

 

 

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

 

$

430.1

 

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 manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Adviser and its affiliates for the given time period 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 Fund’s performance or asset level.

 

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

 

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

 

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of December 31, 2017 is as follows:

 

 

 

 

 

DOLLAR RANGE OF EQUITY SECURITIES

PORTFOLIO MANAGER

 

 

 

BENEFICIALLY OWNED

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

 

$100,001-$500,000

 

 

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 Midcap Fund

 

$0

 

 

Boston Trust SMID Cap Fund

 

$0

 

 

Boston Trust Small Cap Fund

 

$0

 

 

Walden Midcap Fund

 

$0

 

 

Walden SMID Cap Fund

 

$0

 

 

Walden Small Cap Fund

 

$0

 

 

 

 

 

BELINDA CAVAZOS

 

Boston Trust Midcap Fund

 

$0

 

 

Boston Trust SMID Cap Fund

 

$0

 

 

Boston Trust Small Cap Fund

 

$0

 

 

Walden Midcap Fund

 

$0

 

 

Walden SMID Cap Fund

 

$0

 

 

Walden Small Cap Fund

 

$0

 

 

 

 

 

NATHANIEL RILEY

 

Walden International Equity Fund

 

$50,001-$100,000

 

 

 

 

 

DAVID SANDELL

 

Walden International Equity Fund

 

$10,001-$50,000

 

20



 

CODE OF ETHICS

 

The Trust and the Adviser have each adopted a code of ethics under Rule 17j-1 of the 1940 Act. These codes of ethics permit, subject to certain conditions, personnel of each of those entities to invest in securities that may be purchased or held by the Fund. The Distributor relies on the principal underwriters exception under Rule 17j-1(c)(3), specifically where the Distributor is not affiliated with the Trust or the Adviser, and no officer, director or general partner of the Distributor serves as an officer, director or general partner of the Trust of the Adviser.

 

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

 

21



 

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, 2016, December 31, 2016, and December 31, 2017 the Funds paid commissions to firms that provide brokerage and research services to the Funds as follows:

 

FUND

 

 

 

3/31/2016

 

12/31/2016

 

12/31/2017

 

Boston Trust Asset Management Fund

 

Commissions

 

$

19,421

 

$

12,999

 

$

18,732

 

 

 

Aggregate Portfolio Transactions

 

$

63,129,899

 

$

45,279,617

 

$

70,153,668

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Equity Fund

 

Commissions

 

$

10,275

 

$

4,813

 

$

5,683

 

 

 

Aggregate Portfolio Transactions

 

$

34,452,335

 

$

15,188,160

 

$

23,914,483

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Midcap Fund

 

Commissions

 

$

7,029

 

$

5,220

 

$

7,998

 

 

 

Aggregate Portfolio Transactions

 

$

19,669,627

 

$

14,646,579

 

$

25,503,085

 

 

 

 

 

 

 

 

 

 

 

Boston Trust SMID Cap Fund

 

Commissions

 

$

2,688

 

$

1,142

 

$

22,196

 

 

 

Aggregate Portfolio Transactions

 

$

5,550,877

 

$

2,746,084

 

$

65,142,237

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Small Cap Fund

 

Commissions

 

$

180,772

 

$

117,708

 

$

73,223

 

 

 

Aggregate Portfolio Transactions

 

$

352,055,601

 

$

429,270,418

 

$

165,686,129

 

 

 

 

 

 

 

 

 

 

 

Walden Asset Management Fund

 

Commissions

 

$

6,484

 

$

4,599

 

$

5,007

 

 

 

Aggregate Portfolio Transactions

 

$

17,515,779

 

$

15,103,892

 

$

17,437,938

 

 

 

 

 

 

 

 

 

 

 

Walden Equity Fund

 

Commissions

 

$

19,925

 

$

10,996

 

$

14,439

 

 

 

Aggregate Portfolio Transactions

 

$

52,786,992

 

$

36,073,026

 

$

53,808,834

 

 

 

 

 

 

 

 

 

 

 

Walden Midcap Fund

 

Commissions

 

$

5,298

 

$

3,686

 

$

6,349

 

 

 

Aggregate Portfolio Transactions

 

$

14,401,112

 

$

10,255,694

 

$

20,151,053

 

 

 

 

 

 

 

 

 

 

 

Walden SMID Cap Fund

 

Commissions

 

$

12,762

 

$

6,774

 

$

10,685

 

 

 

Aggregate Portfolio Transactions

 

$

27,178,932

 

$

15,742,429

 

$

27,013,404

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions

 

$

38,702

 

$

14,267

 

$

21,919

 

Walden Small Cap Fund

 

Aggregate Portfolio Transactions

 

$

69,796,837

 

$

25,730,792

 

$

50,518,543

 

 

 

 

 

 

 

 

 

 

 

Walden International Equity Fund

 

Commissions

 

$

13,782

 

$

3,447

 

$

26,586

 

 

 

Aggregate Portfolio Transactions

 

$

13,980,837

 

$

3,463,827

 

$

27,015,129

 

 

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

 

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

 

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

 

22



 

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, 2016, December 31, 2016, and December 31, 2017 the Funds paid brokerage commissions as follows:

 

FUND

 

3/31/2016

 

12/31/2016

 

12/31/2017

 

Boston Trust Asset Management Fund

 

$

19,421

 

$

12,999

 

$

18,732

 

Boston Trust Equity Fund

 

$

10,275

 

$

4,813

 

$

5,683

 

Boston Trust Midcap Fund

 

$

7,029

 

$

5,220

 

$

7,998

 

Boston Trust SMID Cap Fund

 

$

2,688

 

$

1,142

 

$

22,196

 

Boston Trust Small Cap Fund

 

$

180,772

 

$

117,708

 

$

73,223

 

Walden Asset Management Fund

 

$

6,484

 

$

4,599

 

$

5,007

 

Walden Equity Fund

 

$

19,925

 

$

10,996

 

$

14,439

 

Walden Midcap Fund

 

$

5,298

 

$

3,686

 

$

6,349

 

Walden SMID Cap Fund

 

$

12,762

 

$

6,774

 

$

10,685

 

Walden Small Cap Fund

 

$

38,702

 

$

14,267

 

$

21,919

 

Walden International Equity Fund

 

$

13,782

 

$

3,447

 

$

26,586

 

 

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 Forms N-PORT, N-CEN, N-CSR, N-LIQUID or any replacement forms therefore; compile data for, assist the Trust or its designee in the preparation of, and file all of the Funds’ federal and state tax returns and required tax filings other than those required to be made by the Funds’ custodian and Transfer Agent; prepare compliance filings pursuant to state securities laws with the advice of the Trust’s counsel; assist to the extent requested by the Trust with the Trust’s preparation of its Annual and Semi-Annual Reports to Shareholders and its Registration Statement (on Form N-1A or any replacement therefor); compile data for, prepare and file timely Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and records of each Fund, including calculation of daily expense accruals; and generally assist in all aspects of the Funds’ operations. Under the 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, 2016, December 31, 2016, and December 31, 2017, the Funds paid the Administrator a total of Administration Fees and Services Fees as follows:

 

FUND

 

3/31/2016

 

12/31/2016

 

12/31/2017

 

Boston Trust Asset Management Fund

 

$

372,298

 

$

293,148

 

$

360,797

 

Boston Trust Equity Fund

 

$

115,143

 

$

87,925

 

$

103,494

 

Boston Trust Midcap Fund

 

$

49,256

 

$

38,451

 

$

45,282

 

Boston Trust SMID Cap Fund

 

$

5,667

 

$

4,715

 

$

21,510

 

Boston Trust Small Cap Fund

 

$

399,684

 

$

283,364

 

$

290,494

 

Walden Asset Management Fund

 

$

88,001

 

$

72,183

 

$

90,371

 

Walden Equity Fund

 

$

159,535

 

$

134,772

 

$

152,710

 

Walden Midcap Fund

 

$

36,247

 

$

28,555

 

$

34,641

 

Walden SMID Cap Fund

 

$

30,216

 

$

26,502

 

$

33,939

 

Walden Small Cap Fund

 

$

80,368

 

$

59,574

 

$

71,084

 

Walden International Equity Fund

 

$

8,574

 

$

12,820

 

$

22,748

 

 

23



 

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 Trust’s 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

 

Foreside serves as the principal underwriter for each of the Funds in the distribution of its Shares pursuant to a Distribution Agreement dated May 31, 2017 (the “Underwriting Agreement”). Unless otherwise terminated, the Underwriting Agreement will continue in effect for successive annual periods if, as to each Fund, such continuance is approved at least annually by (i) by the Trust’s Board of Trustees or by the vote of a majority of the outstanding shares of that Fund, and (ii) by the vote of a majority of the Trustees of the Funds who are not parties to the Underwriting Agreement or interested persons (as defined in the 1940 Act) of any party to the Underwriting Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Underwriting Agreement may be terminated in the event of any assignment, as defined in the 1940 Act.

 

Foreside may enter into agreements with selected broker-dealers, banks or other financial intermediaries for distribution of shares of the Funds. Foreside has no obligation to sell any specific quantity of the Funds’ shares. Foreside and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Trust. Foreside does not receive compensation from the Fund for its distribution services. The Adviser pays Foreside 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 Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on appropriate Fund’s 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.

 

24



 

TRANSFER AGENCY SERVICES

 

Boston Trust & Investment Management Company serves as transfer agent and dividend disbursing agent (the “Transfer Agent”) for all of the Funds pursuant to the Transfer Agency Agreement dated as of March 23, 1999. Pursuant to such Transfer Agency Agreement, the Transfer Agent, among other things, performs the following services in connection with each Fund’s shareholders of record: maintenance of shareholder records for each of the Fund’s shareholders of record; processing shareholder purchase and redemption orders; processing transfers and exchanges of shares of the Funds on the shareholder files and records; processing dividend payments and reinvestments; and assistance in the mailing of shareholder reports and proxy solicitation materials. For such services the Transfer Agent receives an annual fee from each Fund. FIS Investor Services, LLC, serves as the Trust’s 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 Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the payments to financial intermediaries as discussed in above. The payments are made pursuant to agreements between financial intermediaries and the Adviser and do not affect the price investors pay to purchase shares of a Fund, the amount a Fund will receive as proceeds from such sales and other the expenses paid by a Fund.

 

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

 

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

 

25



 

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 Trust’s Board of Trustees.

 

LEGAL COUNSEL

 

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

 

26



 

ADDITIONAL INFORMATION

 

DESCRIPTION OF SHARES

 

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

 

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

 

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

 

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

 

CONTROL OF PERSONS & PRINICPAL HOLDERS OF SECURITIES

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. Ms. Santini is a Senior Vice President and Senior Portfolio Manager of Boston Trust & Investment Management Company, 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 Trust’s Board of Trustees, owned, of record or beneficially, at least five percent of a Fund’s Shares as of March 30, 2018:

 

 

 

 

 

Percent

 

Nature of

 

Fund

 

Name and Address

 

Ownership

 

Ownership

 

Boston Trust Asset Management Fund

 

Capinco c/o US Bank N.A.

 

75.81

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

27



 

 

 

 

 

Percent

 

Nature of

 

Fund

 

Name and Address

 

Ownership

 

Ownership

 

Boston Trust Asset Management Fund

 

Band & Co. c/o US Bank N.A.

 

8.64

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Financial Services Corp.

 

7.92

%

Record

 

 

 

2 Destiny Way

 

 

 

 

 

 

 

Westlake, TX 76262

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Equity Fund

 

Capinco c/o US Bank N.A.

 

62.90

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

21.81

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Washington & Co. c/o US Bank N.A.

 

8.66

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UBS Financial Services Inc.

 

5.42

%

Record

 

 

 

c/o Central Deposit/Mutual Funds

 

 

 

 

 

 

 

1000 Harbor Blvd 7th Fl

 

 

 

 

 

 

 

Weehawken NJ 07086

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Midcap Fund

 

Capinco c/o US Bank N.A.

 

75.59

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

13.91

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Washington & Co. c/o US Bank N.A.

 

5.00

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust SMID Cap Fund

 

Fidelity Investments

 

53.71

%

Record

 

 

 

100 Magellan Way

 

 

 

 

 

 

 

Covington, KY 41015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEI Private Trust Co.

 

24.26

%

Record

 

 

 

c/o Mellon Bank

 

 

 

 

 

 

 

One Freedom Valley Dr

 

 

 

 

 

 

 

Oaks, PA 19456

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIAA-CREF Co.

 

9.75

%

Record

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

 

 

St Louis, MO 63102-2733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o US Bank N.A.

 

8.11

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

Boston Trust Small Cap Fund

 

Fidelity Investments

 

26.63

%

Record

 

 

 

100 Magellan Way

 

 

 

 

 

 

 

Covington, KY 41015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Bank N.A.

 

21.72

%

Record

 

 

 

PO Box 1533

 

 

 

 

 

 

 

Minneapolis, MN 55480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o US Bank N.A.

 

18.79

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

 

 

211, Main Street

 

6.88

%

Record

 

 

 

San Francisco, CA 94105

 

 

 

 

 

 

28



 

 

 

 

 

Percent

 

Nature of

 

Fund

 

Name and Address

 

Ownership

 

Ownership

 

Boston Trust Small Cap Fund

 

Blue Cross & Blue Shield of MA Inc.

 

6.17

%

Record

 

 

 

101 Huntington Avenue Suite 1300

 

 

 

 

 

 

 

Boston, MA 02199-7611

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blue Cross & Blue Shield MA HMO Blue

 

6.17

%

Record

 

 

 

101 Huntington Avenue Suite 1300

 

 

 

 

 

 

 

Boston, MA 02199-7611

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Asset Management Fund

 

Capinco c/o US Bank N.A.

 

47.27

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Financial Services LLC

 

15.47

%

Record

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

 

 

Jersey City, NJ 07310

 

 

 

 

 

 

 

 

 

15.39

%

Record

 

 

 

TIAA-CREF Co.

 

 

 

 

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

 

 

St Louis Mo 63102-2733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

10.83

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Equity Fund

 

Capinco c/o US Bank N.A.

 

26.98

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TIAA-CREF Co.

 

19.88

%

Record

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

 

 

St Louis, MO 63102-2733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

National Financial Services LLC

 

16.73

%

Record

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

 

 

Jersey City, NJ 07310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

12.29

%

Record

 

 

 

211 Main Street

 

 

 

 

 

 

 

San Francisco, CA 94105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SEI Private Trust Co.

 

5.81

%

Record

 

 

 

c/o Mellon Bank

 

 

 

 

 

 

 

One Freedom Valley Dr

 

 

 

 

 

 

 

Oaks, PA 19456

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Midcap Fund

 

Capinco c/o US Bank N.A.

 

83.40

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

6.81

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden SMID Cap Fund

 

Capinco c/o US Bank N.A.

 

44.79

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

12.01

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

10.71

%

Record

 

 

 

211, MAin Street

 

 

 

 

 

 

 

San Francisco, CA 94105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Merrill Lynch, Pierce, Fenner & Smith

 

6.51

%

Record

 

 

 

Attn: Compensation Team

 

 

 

 

 

 

 

4800 Deer Lake Dr E Fl 2

 

 

 

 

 

 

 

Jacksonville, FL 32246-6484

 

 

 

 

 

 

29



 

 

 

 

 

Percent

 

Nature of

 

Fund

 

Name and Address

 

Ownership

 

Ownership

 

Walden SMID Cap Fund

 

National Financial Services LLC

 

5.66

%

Record

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

 

 

Jersey City, NJ 07310

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Small Cap Fund

 

Capinco c/o US Bank N.A.

 

33.84

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden Small Cap Fund

 

Charles Schwab & Co., Inc.

 

13.65

%

Record

 

 

 

211 Main Street

 

 

 

 

 

 

 

San Francisco, CA 94105

 

 

 

 

 

 

 

 

 

10.72

%

Record

 

 

 

SEI Private Trust Co.

 

 

 

 

 

 

 

c/o Mellon Bank

 

 

 

 

 

 

 

One Freedom Valley Dr

 

 

 

 

 

 

 

Oaks, PA 19456

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gerlach Co. LLC

 

9.00

%

Record

 

 

 

3800 Citigroup Center

 

 

 

 

 

 

 

Building B3-14

 

 

 

 

 

 

 

Tampa, FL 33610

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden International Equity Fund

 

Capinco c/o US Bank N.A.

 

56.04

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Band & Co. c/o US Bank N.A.

 

28.28

%

Record

 

 

 

PO Box 1787

 

 

 

 

 

 

 

Milwaukee, WI 53201

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wells Fargo Bank N.A.

 

5.36

%

Record

 

 

 

PO Box 1533

 

 

 

 

 

 

 

Minneapolis, MN 55480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The New Hillman Co.

 

5.31

%

Record

 

 

 

275 7Th Avenue 9Th Floor

 

 

 

 

 

 

 

c/o Amalgamated Bank

 

 

 

 

 

 

 

New York, NY 10001

 

 

 

 

 

 

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

 

VOTE OF A MAJORITY OF THE OUTSTANDING SHARES

 

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

 

ADDITIONAL TAX INFORMATION

 

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

 

Each of the Funds is treated as a separate entity for federal income tax purposes and intends each year to qualify and elect to be treated as a “regulated investment company” under the Code, for so long as such qualification is in the best interest of that Fund’s shareholders. To qualify as a regulated investment company, each Fund must, among other things: diversify its investments within certain prescribed limits; derive at least 90% of its gross income from dividends, interest, payments with

 

30



 

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.

 

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 may 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 may be eligible for the dividends received deduction for corporations.

 

It is expected that each Fund will distribute annually to Shareholders all or substantially all of the Fund’s net ordinary income and realized net capital gains and that such distributed net ordinary income and distributed realized net 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 federal 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 Fund’s investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from certain 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 a Fund 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 24% of taxable dividends, if any, and capital gain distributions to any Shareholder, and the proceeds of redemption or the values of any exchanges of Shares of the Funds by the Shareholder, if such Shareholder (1) fails to furnish the Trust with a correct taxpayer identification number, (2) under-reports dividend or interest income, or (3) fails to certify to the Trust that he or she is not subject to such withholding. An individual’s taxpayer identification number is his or her Social Security number.

 

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 person’s “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

 

31



 

nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares paid by the Fund after December 31, 2018. 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. Net capital loss carry forwards (“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 its tax year ended December 31, 2017, the Fund has net CLCFs not subject to expiration as summarized in the table below. 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.

 

Fund

 

Short Term

 

Long Term

 

Total

 

Walden International Equity Fund

 

$

4,202

 

$

216,417

 

$

220,619

 

 

During the year ended December 31, 2017, the following Funds utilized capital loss carryforwards to offset realized capital gains:

 

Fund

 

Amount

 

Walden International Equity Fund

 

$

58,201

 

 

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

 

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

 

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

 

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

 

32



 

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

 

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

 

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

 

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

 

YIELDS AND TOTAL RETURNS

 

YIELD CALCULATIONS. Yields on each Fund’s Shares are computed by dividing the net investment income per share (as described below) earned by the Fund during a 30-day (or one month) period by the maximum offering price per

 

33



 

share on the last day of the period and annualizing the result on a semi-annual basis by adding one to the quotient, raising the sum to the power of six, subtracting one from the result and then doubling the difference. The net investment income per share of a Fund earned during the period is based on the average daily number of Shares of that Fund outstanding during the period entitled to receive dividends and includes dividends and interest earned during the period minus expenses accrued for the period, net of reimbursements. This calculation can be expressed as follows:

 

a - b

Yield = 2 [(cd + 1)exp(6) - 1]

 

Where:          a = dividends and interest earned during the period.

b = expenses accrued for the period (net of reimbursements).

c = the average daily number of Shares outstanding during the period that were entitled to receive dividends.

d = maximum offering price per Share on the last day of the period.

 

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

 

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

 

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

 

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

 

Average Annual

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

 

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

P                           = hypothetical initial payment of $1,000.

n                           = period covered by the computation, expressed in terms of years.

 

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

 

34



 

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

 

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

P                           = hypothetical initial payment of $1,000.

 

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

 

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

 

Average Annual Total Return After Taxes

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

 

Where:          P                                  = a hypothetical initial payment of $1,000.

n                                  = number of years.

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

 

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

 

Average Annual Total Return After Taxes

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

 

Where:          P                                  = a hypothetical initial payment of $1,000.

n                                  = number of years.

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

 

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

 

PERFORMANCE COMPARISONS

 

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

 

35



 

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

 

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

 

PROXY VOTING

 

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

 

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

 

DISCLOSURE OF FUND PORTFOLIO HOLDINGS

 

The Board of Trustees has adopted policies and procedures for the public and nonpublic disclosure of the Funds’ portfolio securities. A complete list of the Funds’ portfolio holdings is made publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-Q. 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

 

36



 

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.

 

37



 

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.

 

38



 

FINANCIAL STATEMENTS

 

The financial statements of each Fund appearing in the Funds’ Annual Report to Shareholders for the fiscal period ended December 31, 2017 have been audited by Cohen & Company, Ltd., the Funds’ independent registered public accounting firm, and are incorporated herein by reference.

 

39



 

PART C

 

OTHER INFORMATION

 

ITEM 28. EXHIBITS

 

(a)(1)

 

Declaration of Trust (1)

 

 

 

(a)(2)

 

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

 

 

 

(a)(3)

 

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

 

 

 

(a)(4)

 

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

 

 

 

(a)(5)

 

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

 

 

 

(a)(6)

 

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

 

 

 

(a)(7)

 

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

 

 

 

(a)(8)

 

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

 

 

 

(a)(9)

 

Redesignation of Shares (Walden Small Cap Fund and Walden SMID Cap Fund) is filed herewith.

 

 

 

(b)(1)

 

By-Laws (2)

 

 

 

(c)

 

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

 

 

 

(d)(1)

 

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

 

 

 

(d)(2)

 

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

 

 

 

(d)(3)

 

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

 

 

 

(d)(4)

 

Amendment to Investment Advisory Agreement dated March 1, 2018 is filed herewith.

 

 

 

(e)(1)

 

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

 

 

 

(e)(2)

 

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

 

 

 

(f)

 

Not Applicable

 

 

 

(g)(1)

 

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

 

 

 

(g)(2)

 

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

 

 

 

(g)(3)

 

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

 

 

 

(g)(4)

 

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

 

 

 

(g)(5)

 

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

 

 

 

(h)(1)

 

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

 

 

 

(h)(2)

 

Amendment to the Services Agreement effective as of June 1, 2018 is filed herewith.

 

 

 

(h)(3)

 

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

 

 

 

(h)(4)

 

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

 

 

 

(h)(5)

 

Amended Schedule A to the Transfer Agency Agreement (18)

 

C- 1



 

(h)(6)

 

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

 

 

 

(h)(7)

 

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

 

 

 

(h)(8)

 

Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc. (18)

 

 

 

(h)(9)

 

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

 

 

 

(h)(10)

 

Amended Shareholder Servicing Plan (16)

 

 

 

(i)(1)

 

Opinion of Counsel (15)

 

 

 

(i)(2)

 

Consent of Counsel is filed herewith

 

 

 

(j)

 

Consent of Independent Registered Public Accounting Firm — Cohen and Company, Ltd. is filed herewith.

 

 

 

(k)

 

Not Applicable

 

 

 

(l)

 

Not Applicable

 

 

 

(m)

 

Not Applicable

 

 

 

(n)

 

Not Applicable

 

 

 

(o)

 

Not Applicable

 

 

 

(p)(1)(i)

 

Code of Ethics of Registrant (4)

 

 

 

(p)(1)(ii)

 

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

 

 

 

(p)(2)

 

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

 

 

 

(p)(3)

 

Code of Ethics of Boston Trust Investment Management, Inc. is filed herewith.

 

 

 

(q)(1)

 

Powers of Attorney (7)

 

 

 

(q)(2)

 

Power of Attorney for Ms. McGeveran (18)

 


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

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

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

(4)                                            Filed with Post-Effective Amendment No. 103 filed July 28, 2004 and incorporated by reference herein.

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

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

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

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

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

(10)                                     Filed with Post-Effective Amendment No. 136 filed July 27, 2010 and incorporated by reference herein.

(11)                                     Filed with Post-Effective Amendment No. 137 filed May 18, 2011 and incorporated by reference herein.

(12)                                     Filed with Post-Effective Amendment No. 140 filed September 8, 2011 and incorporated by reference herein.

(13)                                     Filed with Post-Effective Amendment No. 143 filed July 27, 2012 and incorporated by reference herein.

(14)                                     Filed with Post-Effective Amendment No. 145 filed May 17, 2013 and incorporated by reference herein.

(15)                                     Filed with Post-Effective Amendment No. 149 filed September 27, 2013 and incorporated by reference herein.

(16)                                     Filed with Post-Effective Amendment No. 153 filed July 28, 2015 and incorporated by reference herein.

(17)                                     Filed with Post-Effective Amendment No. 155 filed May 31, 2016 and incorporated by reference herein.

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

 

C- 2



 

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

Not applicable.

 

ITEM 30.                                            INDEMNIFICATION

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

 

SECTION 4.3. MANDATORY INDEMNIFICATION.

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

(b)                                  below:

 

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

 

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

 

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

 

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

 

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

 

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

 

(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.

 

C- 3



 

(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)                                  Foreside Financial Services, LLC (“Foreside”) 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 Foreside:

 

NAME

 

PRINCIPAL BUSINESS
ADDRESS

 

POSITION WITH
UNDERWRITER

 

POSITION WITH REGISTRANT

Richard J. Berthy

 

Three Canal Plaza, Suite 100

 

President

 

None

 

 

Portland, ME 04101

 

 

 

 

 

C- 4



 

Weston Sommers

 

Three Canal Plaza, Suite 100

 

Financial and Operations Principal

 

None

 

 

Portland, ME 04101

 

 

 

 

 

 

 

 

 

 

 

Mark A. Fairbanks

 

Three Canal Plaza, Suite 100

 

Vice President

 

None

 

 

Portland, ME 04101

 

 

 

 

 

 

 

 

 

 

 

Susan K Moscaritolo

 

Three Canal Plaza, Suite 100

 

Vice President and Chief

 

None

 

 

Portland, ME 04101

 

Compliance Officer

 

 

 

 

 

 

 

 

 

Jennifer K. DiValerio

 

Three Canal Plaza, Suite 100

 

Vice President

 

None

 

 

Portland, ME 04101

 

 

 

 

 

 

 

 

 

 

 

Jennifer E. Hoopes

 

Three Canal Plaza, Suite 100

 

Secretary

 

None

 

 

Portland, ME 04101

 

 

 

 

 

(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), Foreside Financial Services, 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

 

C- 5



 

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 18th day of April, 2018.

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

By:

/s/ Lucia Santini

 

 

Lucia Santini

 

President

 

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

 

SIGNATURE

 

TITLE

 

DATE

 

 

 

 

 

/s/ Diane E. Armstrong

 

Trustee

 

April 18, 2018

Diane E. Armstrong*

 

 

 

 

 

 

 

 

 

/s/ Michael M. Van Buskirk

 

Trustee

 

April 18, 2018

Michael M. Van Buskirk*

 

 

 

 

 

 

 

 

 

/s/ Elizabeth E. McGeveran

 

Trustee

 

April 18, 2018

Elizabeth E. McGeveran*

 

 

 

 

 

 

 

 

 

/s/ Lucia B. Santini

 

Trustee and President

 

April 18, 2018

Lucia B. Santini

 

Principal Executive Officer

 

 

 

 

 

 

 

/s/ Heidi Soumerai

 

Trustee

 

April 18, 2018

Heidi Soumerai

 

 

 

 

 

 

 

 

 

/s/ Jennifer Ellis

 

Treasurer

 

April 18, 2018

Jennifer Ellis*

 

Principal Financial and Accounting Officer

 

 

 

 

 

 

 

By:

/s/ Michael V. Wible

 

 

 

 

 

Michael V. Wible, as attorney-in-fact

 

 

 

 

 

* Pursuant to power of attorney

 

C- 6



 

Exhibit Index

 

Exhibits

 

 

 

 

 

 

 

(a)(9)

 

Redesignation of Shares

 

(d)(3)

 

Amendment to Investment Advisory Agreement

 

(h)(2)

 

Amendment to Services Agreement

 

(i)(2)

 

Consent of counsel

 

(j)

 

Consent of Independent Registered Public Accounting Firm

 

(p)(1)(ii)

 

(Second) Code of Ethics

 

(p)(3)

 

Code of Ethics of Boston Trust Investment Management, Inc.

 

C- 7


Exhibit (9)(a)

 

THE BOSTON TRUST & WALDEN FUNDS

 

Re-designation of Series

 

RESOLVED, that pursuant to Section 5.11 of the Declaration of Trust of The Boston Trust & Walden Funds (the “Trust”) dated January 8, 1992 (“Declaration”), effective August 1, 2016, the Walden SMID Cap Innovations Fund shall be re-designated as the “Walden SMID Cap Fund” and the Walden Small Cap Innovations Fund shall be re-designated as the “Walden Small Cap Fund”.

 

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

 

IN WITNESS WHEREOF, the undersigned have executed this instrument this 19th day of June, 2017.

 

/s/ Diane E. Armstrong

 

/s/ Michael M. Van Buskirk

Diane E. Armstrong

 

Michael M. Van Buskirk

 

 

 

/s/ Heidi Soumerai

 

/s/ Lucia B. Santini

Heidi Soumerai

 

Lucia B. Santini

 

 

 

/s/ Elizabeth E. McGeveran

 

 

Elizabeth E. McGeveran

 

 

 


Exhibit (d)(3)

 

AMENDMENT TO

INVESTMENT ADVISORY AGREEMENT

 

AMENDMENT made as of March 1, 2018, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business Trust (the “Trust) and Boston Trust Investment Management, Inc., a corporation organized under the laws of the Commonwealth of Massachusetts (the “Investment Adviser”), to that certain Investment Advisory Agreement, dated September 30, 2004, as amended, between the Trust and the Investment Adviser. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS , the parties wish to update the Agreement to reflect changes in Schedule A;

 

NOW, THEREFORE , in consideration of the mutual covenants and promises hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and the Investment Adviser hereby agree as follows:

 

1.             Schedule A to the Investment Advisory Agreement, attached hereto, is amended to include a breakpoint for the Boston Trust Asset Management Fund.

 

2.             Miscellaneous.

 

(a)           This Amendment supplements and amends the Agreement. The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

 

(b)           Each reference to the Agreement in the Agreement (as it existed prior to this Amendment) and in every other agreement, contract or instrument to which the parties are bound, shall hereafter be construed as a reference to the Agreement as amended by this Amendment. Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect. No amendment or modification to this Amendment shall be valid unless made in writing and executed by both parties hereto.

 

(c)           Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

 

(d)           This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

1



 

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

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

 

 

By:

/s/Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

President

 

 

 

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

 

 

 

By:

/s/Lucia Santini

 

 

 

 

Name:

Lucia Santini

 

 

 

 

Title:

Managing Director

 

 

Dated: February 27, 2018

 

2



 

Effective:  March 1, 2018

 

SCHEDULE A

TO THE

INVESTMENT ADVISORY AGREEMENT

BETWEEN

THE BOSTON TRUST & WALDEN FUNDS

AND

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

Name of Fund

 

Compensation

 

 

 

Boston Trust Asset Management Fund

 

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

 

 

 

Boston Trust Equity Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Midcap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust SMID Cap Fund

 

0.75% of average daily net assets

 

 

 

Boston Trust Small Cap Fund

 

0.75% of average daily net assets

 

 

 

Walden 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

 

 

 

Walden International Equity Fund

 

0.75% of average daily net assets

 

THE BOSTON TRUST & WALDEN FUNDS

BOSTON TRUST INVESTMENT

(f/k/a The Coventry Group)

MANAGEMENT, INC.

 

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

 

 

 

 

 

Name:

Lucia Santini

 

Name:

Lucia Santini

 

 

 

 

 

Title:

President

 

Title:

Managing Director

 

3


Exhibit (h)(2)

 

AMENDMENT TO THE

SERVICES AGREEMENT

 

THIS AMENDMENT made as of June 1, 2018 (“ Amendment ”) to that certain Services Agreement dated as of June 30, 2016  (“ Agreement ”), by and between Boston Trust & Walden Funds (“ Client ”) and Citi Fund Services Ohio, Inc. (“ Service Provider ” and, with the Client, referred to herein individually as “ Party ” and collectively as “ Parties ”).  All capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.  This Amendment shall be effective as of June 1, 2018 (anticipated compliance date for Forms N-CEN and N-PORT) or, if such date is extended by the U.S. Securities and Exchange Commission (“ SEC ”), the compliance date as identified by the SEC as it pertains to the Client.

 

WHEREAS, the Service Provider performs certain administrative and accounting services; and

 

WHEREAS, the Parties now wish to amend the Agreement pursuant to this Amendment to account for providing services related to SEC Forms N-CEN and N-PORT.

 

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

 

1.                                       Services Schedule (Schedule 2)

 

Schedule 2 of the Agreement is deleted and replaced with the Schedule 2 attached hereto.

 

2.                                       Fee Schedule (Schedule 4)

 

Schedule 4 of the Agreement is deleted and replaced with the Schedule 4 attached hereto.

 

3.                                       Representations and Warranties .

 

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

 

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

 

4.                                       Miscellaneous .

 

(a)          This Amendment supplements and amends the Agreement.  The provisions set forth in this Amendment supersede all prior negotiations, understandings and agreements bearing upon the subject matter covered herein, including any conflicting provisions of the Agreement or any provisions of the Agreement that directly cover or indirectly bear upon matters covered under this Amendment.

 

1



 

(b)          Each reference to the Agreement in the Agreement and in every other agreement, contract or instrument to which the Parties are bound, shall hereafter be construed as a reference to the Agreement as separately amended by this Amendment.  Except as provided in this Amendment, the provisions of the Agreement remain in full force and effect.  No amendment or modification to this Amendment shall be valid unless made in writing and executed by each Party hereto.

 

(c)           Paragraph headings in this Amendment are included for convenience only and are not to be used to construe or interpret this Amendment.

 

(d)          This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.

 

*                                          *                                          *                                          *                                          *

 

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

 

Boston Trust & Walden Funds

 

Citi Fund Services Ohio, Inc.

 

 

 

By:

 

/s/Lucia Santini

 

By:

/s/Jay Martin

 

 

 

 

 

 

Name:

 

Lucia Santini

 

Name:

Jay Martin

 

 

 

 

 

 

Title:

 

President

 

Title:

President

 

 

 

 

 

 

Date:

 

February 27, 2018

 

Date:

February 27, 2018

 

2



 

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

 

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

 

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

 

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

 

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

 

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

 

(g)                       Prepare and file holdings reports on Form N-Q with the SEC, as required at the end of the first and third fiscal quarters of each year, effective through the period ending March 31, 2019.

 

(h)                      Prepare and file holdings reports on Form N-PORT with the SEC, as required at the end of each month, effective for the period beginning June 1, 2018.

 

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

 

3



 

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

 

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

 

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

 

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

 

(h)                      Assist the Client 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 Client’s auditors in connection with such auditor’s preparation of the Client’s tax returns

 

(m)                  Coordinate with independent auditors concerning the Client’s 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 Client’s Board to be reasonably designed to prevent the Client from violating the provisions of the Federal securities laws applicable to the Client (the “Applicable Securities Laws”), as required under Rule 38a-1 under the 1940 Act.

 

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

 

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

 

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

 

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

 

4



 

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

 

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

 

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

 

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

 

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 Management’s 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 Client’s 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.

 

5



 

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

 

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

 

(b)                      the Officer determines, in good faith, that the Client —

 

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

 

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

 

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

 

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 Provider’s services consistent with the requirements of the Sarbanes-Oxley Act of 2002.

 

6



 

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 Fund’s pricing time, or which are otherwise required to be made subject to a fair value determination under the Valuation Procedures, and (C) prices obtained from each Fund’s investment adviser or other designee, as approved by the Board.  The Client instructs and authorizes Service Provider to provide information pertaining to the Funds’ investments to Fair Value Information Vendors in connection with the fair value determinations made under the Valuation Procedures and other legitimate purposes related to the services to be provided hereunder.  The Client acknowledges that while Service Provider’s services related to fair value pricing are intended to assist the Client and the Board in its obligations to price and monitor pricing of Fund investments, Service Provider does not assume responsibility for the accuracy or appropriateness of pricing information or methodologies, including any fair value pricing information or adjustment factors.

 

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

 

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

 

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

 

7



 

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

 

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

 

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

 

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

 

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

 

(k)                      Post Fund transactions to appropriate categories.

 

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

 

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

 

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

 

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

 

(iii)                    the Client’s quarterly schedules of investment for filing with the SEC on Form N-Q, effective through the period ending March 31, 2019;

 

(iv)                   the Client’s monthly schedules of investments for filing with the SEC on Form N-PORT, effective for the period beginning June 1, 2018;

 

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

 

8



 

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

 

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

 

(viii)             annual audit by the Client’s auditors; and

 

(ix)       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 Provider’s liability with respect to NAV Differences (as defined below) shall be as follows:

 

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

 

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

 

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

 

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

 

9



 

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 $1 billion in aggregate net assets of all Funds, plus

 

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

 

[] basis points of the aggregate net assets of all Funds in excess of $1.5 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 Fund’s  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.

 

10



 

FORM N-PORT

 

Tier

 

Description

 

Annual Fee
(per Fund)

 

Tier 1

 

All Fund of Funds and Equity Funds holding < 50 securities

 

$

[  ]

 

Tier 2

 

Fixed Income Funds* holding 0-499 securities and Equity Funds holding 50-499 securities

 

$

[  ]

 

Tier 3

 

All Fixed Income and Equity Funds holding > 500 securities

 

$

[  ]

 

 

Sleeve Fee:

 

An additional fee will apply per sleeve

 

$

[  ]

 

 


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

 

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

 

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 Client’s fiscal year, and the Client shall advise Service Provider of the Client’s acceptance of such proposal within two (2) weeks of submission thereof.  A quote shall be provided upon request and shall be based upon the following schedule of fees:

 

Monthly Performance Reports (Marketing Slicks)

 

$[ ]—$[ ] (defined by content)

Quarterly Performance Reports (Marketing Slicks)

 

$[ ] per page

 

Creative Direction and Design

 

 

Creation/Design of Cover Artwork

 

$[ ]

Flat fee

Creation/Design of Book Style

 

$[ ]

Flat fee

 

Editorial Services

 

Freelance writing services can be acquired to write the Chairman’s Letter, Shareholder Letter and Management’s Discussion of Fund Performance sections.  These services are supplied by freelance writers and their fees are in addition to Service Provider’s fees.  These fees are listed below:

 

Preparation of Chairman’s Letter/Shareholder Letter — Interview with Chairman (or other officer) -Topics include performance, strategy, outlook, news. Fee includes one draft letter (estimated 1300 to 1700 words) and one set of revisions per client comments.

 

$[ ]

 

 

 

Preparation of Management’s Discussion of Fund Performance - Interview with Fund Manager via telephone or email. Fee includes one draft fund write up (estimated 425 words)

 

$[ ]

 

11



 

and one set of revisions per client comments.

 

 

Amount quoted is per Portfolio.

 

 

 

 

 

Board Book Graphics Materials - Composition Charges
Production Designer Project Management fee

 

$[ ] per hour

New Set Page (From Supplied File Copy)

 

 

Convert and Develop Graphic Format For Graphical

 

 

Representation of Tabular Pages

 

$[ ] per page

New Set Page (from supplied file copy) Text Pages

 

$[ ] per page

New Chart (from supplied file copy)

 

$[ ] per chart

 

Coordination Charges

 

The Coordination charges include the following services:  Coordination with all Service Provider internal and external contacts (Service Provider Research and Financial Administration, Investment Adviser and/or portfolio managers to provide all required research data; Distributor Compliance to ensure FINRA-related review, approval and filing (if necessary); Fund Counsel; Portfolio independent registered public accounting firm); all editorial services and coordination with the print vendor to verify that the client-requested stylistic criteria has been met.

 

Chairman’s/Shareholder Letter and 1 Portfolio

 

$[ ]

 

Flat fee

Each additional Portfolio

 

$[ ]

 

Per Portfolio

 

 

 

 

 

Typesetting - Initial Composition

 

 

 

 

New set page (from disk)

 

$[ ]

 

per page

New set page (from hardcopy)

 

$[ ]

 

per page

Quick Turnaround (QTA)/Rush Charges

 

$[ ]

 

per page in addition to new set charge

Quick Turnaround (QTA)/Rush Charges Graphs

 

$[ ]

 

per page in addition to new set charge

 

Creation/Design of Cover Artwork

 

$[ ] Flat fee

Creation/Design of Book Style

 

$[ ] Flat fee

 

Typesetting - Initial Composition of Fiscal Reports and Annual Updates

 

 

Annual/Semi Report - Composition Charges

 

 

Prospectus - Composition Charges

 

 

Service Provider provides two options for production of Fiscal and Annual Reports:

 

 

Option 1: Unlimited alterations to your report (see below for price list).

 

 

Option 2: Charge for alteration cycles to your report (see below for price list).

 

 

Full estimates based on page count can be provided upon request.

 

 

Option 1 - Initial Composition

 

 

Typesetting includes setup and unlimited alteration cycles

 

$[ ] per page (pg)

Option 1 - Charting

 

 

New Chart includes setup and unlimited alteration cycles

 

$[ ] per chart

Option 2 - Initial Composition

 

 

New set page (Using Existing Style Pages) includes 1 alteration cycle

 

$[ ] pg

Typesetting - Alteration Cycle (Service Price List)

 

 

Standard Turn (24 hours Light Edits)

 

$[ ] pg

Standard Turn (24 hours Medium Edits)

 

$[ ] pg

Standard Turn (24 hours Heavy Edits)

 

$[ ] 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

 

12



 

Option 2 - Charting

 

 

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 Provider’s standard alterations (“alt”) turn cycles are stated as 24 hrs. For normal sized documents, the expectation is that alterations received by close of-business will be completed and proofed by the following day. For same-day alts, 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 Client’s 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;

 

13



 

(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 Provider’s third-party vendors, not to exceed $.04 per page for statements and $.03 per page for confirmations; fees for pre-approved programming in connection with creating or changing the forms of statements, billed at the rate of $150 per hour;

(ii)                                 System development fees, billed at the rate of $150 per hour, as requested and pre-approved by the 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 $150 per hour;

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

(v)                                Expenses associated with the tracking of “as-of trades”, billed at the rate of $50 per hour, as approved by the Client;

(vi)                             Charges for the pricing information obtained from third party vendors for use in pricing the securities and other investments of the Fund’s portfolio;

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

(viii)                       The Client’s 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.

 

14


Exhibit (i)(2)

 

 

April 16, 2018

 

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. 149 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. 160 to the Registration Statement (the “Amendment”), and consent to all references to us in the Amendment.

 

Very truly yours,

 

/s/ Thompson Hine LLP

 

Thompson Hine LLP

 

 


Exhibit (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, 2018, relating to the financial statements and financial highlights of The Boston Trust & Walden Funds for the year ended December 31, 2017, 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.

 

/s/ Cohen & Company, Ltd.

 

Cohen & Company, Ltd.

 

Cleveland, Ohio

 

April 20, 2018

 

 


Exhibit (p)(1)(ii)

 

CITI FUND SERVICES OHIO, INC.

CODE OF ETHICS

JANUARY 1, 2018

 

I. INTRODUCTION

 

This Code of Ethics (the “Code”) sets forth the basic guidelines of ethical conduct for all Covered Persons, as hereinafter defined, of Citi Fund Services Ohio, Inc. (“Citi” or “Citi Fund Services”).  Compliance with the Code does not alleviate a Covered Person’s responsibilities under any other Citigroup policy or procedure, including, but not limited to, the Code of Conduct and the 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 Citigroup’s 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 other arrangement, he/she obtains from such securities benefits substantially

 

2018 Citi Fund Services Code of Ethics

 

1



 

equivalent to those of ownership. He/she should also consider himself/herself the beneficial owner of securities if he/she can vest or re-vest title in himself/herself now or in the future.

 

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

 

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

 

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

 

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

 

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

 

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

 

A “personal securities transaction” is considered to be a transaction in a Covered Security of which the Covered Person is deemed to have beneficial ownership. This includes, but is not limited to, transactions in accounts of the Covered Person’s spouse, minor children, or other relations residing in the Covered Person’s household, or accounts in which the Covered Person has discretionary investment control. Covered Persons engaged in personal securities transactions should not take inappropriate advantage of their position or of information obtained during the course of their association with Citi. For example, Transfer Agent employees may not

 

2



 

process transactions for their own account or influence others to effect improper transactions on their account or for the accounts of any direct family member. Additionally, Covered Persons should avoid situations that might compromise their judgment (e.g. the receipt of perquisites, gifts of more than de minimis value or unusual investment opportunities from persons doing or seeking to do business with Citi or the Funds).

 

III. RISKS OF NON-COMPLIANCE

 

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

 

IV. ETHICAL STANDARDS

 

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

 

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

 

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

 

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

 

V. GIFTS AND ENTERTAINMENT 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

 

3



 

associates are required to cooperate fully with the review and are required to comply with the Citi Fund Services Escalation Procedure in effect at the time of reporting.

 

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

 

VII. RESTRICTIONS AND PROCEDURES

 

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

 

A.             Restrictions and Procedures for all Covered Persons:

 

1. Prohibition Against Use of Material Inside Information

 

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

 

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

 

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

 

4



 

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

 

A sample letter instructing a broker/dealer firm to send duplicate trade confirmations and account statements to Citi is available from the Code Compliance Officer. A copy of the letter instructing the broker/dealer to provide duplicate trade confirmations and account statements to Citi must be sent to the Code Compliance Officer at the time of mailing. If a

 


(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.

 

5



 

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

 

6



 

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.

 

7



 

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

 

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, 2018(2)

 


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

 

8



 

CITI CODE OF ETHICS

EXHIBIT B

(2018)

INITIAL AND ANNUAL CERTIFICATION

 

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

 

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

 

 

 

Print or Type Name

 

 

 

 

 

Signature

 

 

 

 

 

Date

 

 

9



 

CITI CODE OF ETHICS

EXHIBIT C

2018

INITIAL AND ANNUAL HOLDINGS REPORT

 

Name and Address of

 

Discretionary

 

 

 

 

Broker, Dealer, Bank,

 

Account(3)

 

 

 

If New Account,

or Adviser(s)

 

(Yes or No)

 

Account Number(s)

 

Date Established

 

 

 

 

 

 

 

 

 

o Yes o No

 

 

 

 

 

 

 

 

 

 

 

 

 

o Yes o  No

 

 

 

 

 

 

 

 

 

 

 

 

 

o Yes o  No

 

 

 

 

 

 

 

 

 

 

 

 

 

o Yes o  No

 

 

 

 

 

Please check appropriate statement below:

 

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

 

o       I certify that I have directed each broker (excluding 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 client’s prior knowledge or consent.

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

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

 

10



 

CITI CODE OF ETHICS

EXHIBIT C (CONTINUED)

2018

INITIAL AND ANNUAL HOLDINGS REPORT

 

Security

 

Number of

 

 

Description

 

Covered

 

Principal Amount

(Symbol/CUSIP)

 

Securities Held

 

(for debt securities only)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Print or Type Name

 

 

 

 

 

Signature

 

 

 

Date

 

 

11



 

CITI CODE OF ETHICS -TRANSACTION/NEW ACCOUNT REPORT

EXHIBIT D

(2018)

 

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

 

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

 

Security

 

Trade

 

Number of

 

Per Share

 

Principal

 

Interest

 

Maturity

 

Name of Broker, Dealer,

 

 

Description

 

Date

 

Shares

 

Price

 

Amount

 

Rate

 

Rate

 

Transfer Agent or Bank

 

Bought (B) or Sold (S)

(Symbol/CUSIP)

 

 

 

 

 

 

 

(for debt security) (If Applicable) (If Applicable)

 

(and Account Number
and Date Established, If New)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

Print or Type Name

 

 

 

 

 

 

 

 

Signature

 

Date

 

12



 

CITI CODE OF ETHICS

EXHIBIT E

(2018)

ANNUAL CERTIFICATION OF ADEQUACY

CERTIFICATION TO THE FUNDS BOARDS OF

DIRECTORS/TRUSTEES

 

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

 

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

 

 

 

 

Michelle L. Brown

 

Date

Code Compliance Officer

 

 

Citi Fund Services

 

 

 

13



 

ADDITIONAL POLICY LINKS AND CONTACT INFORMATION

EXHIBIT F

 

Citi Code of Conduct:

 

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

 

Gifts & Entertainment Standard:

 

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

 

Employee Personal Trading and Investment Policy for Citi Brokerage and Advisory Persons:

 

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

 

Personal Trading Policy for Citi Access Persons:

 

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8804

 

Prohibited Sales & Trading Activities Policy:

 

https://policydirectory.citi.net/cpd/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-6930

 

Outside Directorships and Business Interests Policy:

 

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

 

Outside Activities Unit North America Phone Number:

 

(866) 547-9144

 

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

 

https://emdd.nj.ssmb.com/siteminderagent/forms/login.fcc?TYPE=33554433&REALMOID=06-46fc69d1-afe3-100e-9942-84fb3af10000&GUID=&SMAUTHREASON=0&METHOD=GET&SMAGENTNAME=-SM-JxyooCTvPz7WvqplYhoXPl%2f5Bzo5TJSODTVxvYrkvcRFuk4q6dUuKMrcHvMmVZ2nChv7hevHBYFFYOK%2fqad7HkhmOPXwebGR&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/_layouts/15/DocIdRedir.aspx?ID=CPDPROD-13-8293

 

Anti-Bribery and Corruption (AB&C) Policy:

 

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

 

Citi Policy Directory:

 

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

 

14


Exhibit (p)(3)

 

 

Boston Trust & Investment Management Company

Boston Trust Investment Management, Inc.

Joint Code of Ethics

February 14, 2017

 



 

Table of Contents

 

1. Introduction and Scope

1

2. Standards of Business Conduct

1

A. Compliance with Policy, Laws, and Regulations

1

i.

Market Manipulation

2

ii.

Records and Accounts

2

iii.

Dealings with Auditors and Regulators

2

iv.

Misrepresentation

2

v.

Disclosures

2

vi.

Illegal Activity

2

vii.

Responsibilities of Supervisors

2

B. Confidentiality

2

i.

Confidentiality of Investment Decisions

3

ii.

Electronic Data

3

iii.

Personnel Data

3

C. Duties to Clients

3

i.

Loyalty, Prudence, and Care

3

ii.

Fair Dealings

3

iii.

Suitability

3

iv.

Performance Presentation

4

v.

Diligence and Reasonable Basis

4

vi.

Communication with Clients and Prospective Clients

4

D. Employee Securities Reporting and Trading

4

i. Who is Covered — Access Persons, Family Members and Employees

4

ii. Covered Accounts

4

iii. Reporting Requirements Applicable to All Accounts

5

iv. Classification of Securities as Covered or Non-Covered

5

v. Initial and Annual Holdings Reports

5

vi. Monitoring of Personal Securities Transactions

6

vii. Access Person Trading Prohibition

6

viii.

Pre-Clearance Requirements

6

ix. Investment Professional Trading

7

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

7

xi.

Compliance Table

9

xii. Exceptions

9

D. Conflicts of Interest

10

i.

Disclosure of Conflicts

10

ii.

Self-dealing

10

iii.

Personal Business

10

iv.

Personal Use of Boston Trust Property

10

E. Gifts and Entertainment

10

ii.

Client Related Gifts

10

iv.

Vendor Related Gifts

11

E. Trading

12

Insider Trading and Misuse of Nonpublic Information

12

F. Outside Activities

12

i.

Outside Employment

12

ii.

Terminating Employment

12

iii.

Directorships of Profit-Making Companies

12

iv.

Civic Activities

13

v.

Political Activities

13

viii.

Compensation, Consulting Fees, and Honoraria

13

ix.

Fiduciary Appointments

14

 

i



 

x.

Reporting of Outside Affiliations

14

G.      Internal Compliance and Reporting (Whistleblower) Procedure

14

3. Administration and Enforcement of the Code

14

A. Employee Responsibility

14

i.

At Hiring

14

ii.

Periodically Thereafter

14

B. Responsibility for Approval

14

C. Responsibility for Administration

15

i.

Interpretation

15

ii.

Exceptions/Review

15

iii.

Recordkeeping

15

iv.

Annual Report to Board of Directors

15

v.

Reporting Violations

15

vi.

Sanctions

16

 

ii



 

Boston Trust & Investment Management Company

Boston Trust Investment Management, Inc.

Joint Code of Ethics Revised 5/10/2016

 

1.  Introduction and Scope

 

Boston Trust & Investment Management Company (“Boston Trust”) 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”) (collectively “Boston Trust”) is a wholly owned subsidiary of Boston Trust and a registered investment adviser under the Investment Adviser’s Act. BTIM advises the Boston Trust & Walden Funds (“Fund”), an open-end registered investment company and institutional accounts. 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 and BTIM, it is the formal expression of our commitment to ethical business conduct. The Code applies to all Employees and in certain circumstances to Directors (collectively “Employees”) of Boston Trust and BTIM. 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 Adviser’s Act, and Rule 17j-1 under the Investment Company Act.

 

Boston Trust’s 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 Trust’s 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 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.

 

Code of Ethics Revised February 14, 2017

 

1



 

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.  In the event of any conflict, employees must comply with the more strict law, rule, or regulation. Employees must not engage in conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.  Further, no Employee will knowingly violate any code of ethics of any professional organization of which he or she is a member.

 

i.       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.

 

ii.     Records and Accounts

 

Boston Trust’s records retention policies and procedures are developed in accordance with established law, including Rule 17j-1 and rule 204a-1 as applicable All transactions must be recorded accurately, completely, and truthfully.    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.

 

iii.    Dealings with Auditors and Regulators

 

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

 

iv.     Misrepresentation

 

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

 

v.      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.

 

vi.     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.

 

vii.   Responsibilities of Supervisors

 

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

 

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 individual’s employment or directorship with Boston Trust. The information

 


(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.

 

2



 

may be used only for legitimate Boston Trust purposes by authorized personnel and should be safeguarded at all times.  Exceptions to this standard can be made if the disclosure is required by law or if an Employee is providing information under the 240.21F-(1-17) promulgated in accordance with Section 21F of the Securities Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. 78u-6), entitled “Securities Whistleblower Incentives and Protection,” related to whistleblowers who provide the Commission with original information about violations of the federal securities laws.

 

i.       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.

 

ii.     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 Trust’s 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.

 

iii.    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.  Duties to Clients

 

i.       Loyalty, Prudence, and Care

 

Employees have a duty of loyalty to their clients and must act with reasonable care and exercise prudent judgement. Employees must act for the benefit of their clients and place their clients’ interests before their employers or their own interests.

 

ii.     Fair Dealings

 

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

 

iii.    Suitability

 

When advising clients, portfolio managers must:

 

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

 

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

 

3



 

iv.     Performance Presentation

 

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

 

v.      Diligence and Reasonable Basis

 

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

 

vi.     Communication with Clients and Prospective Clients

 

Employees have an obligation to disclose to clients and prospective clients the general principles of Boston Trust’s investment process as well as any significant limitations and risks associated with the process.

 

D.  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.

 

i. 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 Employee’s spouse, domestic partner or other relative who shares the Employee’s household (“Family Member”).

 

Note : Employees are required to provide Family Members  with a copy of the Boston Trust code of ethics.

 

ii. 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, Family Member including but not limited to:

 

a.               Personal investment accounts,

 

b.               Individual Retirement Accounts,

 

c.                401(k) and 403(b) plans

 

d.               Profit-Sharing Plans if the Employee exercises investment discretion

 

e.                UTMA Accounts and 529 Plans

 

2.               Any Account, holding Covered Securities in which an Access Person has a direct or indirect beneficial interest, including:

 

a.               trusts, including grantor trusts and trusts if the Employee or Family member is a Trustee or Executor and exercises investment discretion

 

b.               limited partnerships,

 

c.                Foundations established by the Employee or

 

d.               investment clubs.

 

4



 

iii. 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, every Employee must report the existence of all Accounts in his or her name or in a Family member’s name. See Section 5 below.

 

2.               Each Employee must notify the Risk Management Department immediately when he or 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 help monitor covered accounts. An Access Person 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.

 

iv. 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.               Third party mutual funds (funds not advised or sub-advised by BTIM),

 

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

 

v. Initial and Annual Holdings Reports

 

Federal regulations require Boston Trust to receive and monitor initial and annual holdings reports in accordance with defined requirements.  All Employees are required to submit the information specified below for themselves and their Family Member(s) upon employment and annually thereafter. i The initial holding report must reflect his or her and his or her Family Member’s 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’ and his or her Family Member(s) 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)

 

5



 

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.

 

vi. 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 an Access Person is not putting his or her own interest before that of Boston Trust Clients, (2) identify possible insider trading or front running, (3) identify conflicts of interest or the appearance of conflicts of interests created by an Access Person’s personal securities trading, and (4) verify that all accounts are properly recorded.

 

Boston Trust monitors 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 had any direct or indirect beneficial ownership as defined above; and

 

2.               Every account established by the Access Person in which any securities were held during the quarter for the direct or indirect benefit of the Access Person.

 

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.

 

vii.  Access Person Trading Prohibition

 

Effective upon delivery of this Code to an Access Person of Boston Trust 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.

 

viii. Pre-Clearance Requirements

 

Boston Trust requires each 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.

 

6



 

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 an Executive Committee member.  No Executive Committee member may approve his or 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 an Executive Committee member. No Executive Committee 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 is authorized to pre-clear bond purchases when the market value and the par value of the bond is greater than $100,000. No Executive Committee 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 is authorized to provide pre-clearance in the event of exigent circumstances. No Executive Committee 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. Individuals rarely have the opportunity to invest in these types of securities; an Access Person’s IPO purchase therefore raises questions as to whether the Access Person is misappropriating an investment opportunity that should first be offered to eligible Clients, 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, 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.

 

ix. Investment Professional Trading

 

Boston Trust 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, as well as the firms’ interest, before their own interest.  Investment transactions for Clients must have priority over investment transactions in Covered Accounts. As a general rule an Investment Professional may not generate personal securities transactions in Equity Securities on a day in which he or she has 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 are reviewed by the Executive Committee of the Board to ensure that Investment Professionals do not place their own interests before those of the Firm’s Clients.

 

x. 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 the 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.

 

7



 

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.

 

8



 

xi.    Compliance Table

 

Access persons (including Family Members) may find it helpful to refer to the following compliance table of Securities Reporting and Trading Restrictions.

 

Security Type

 

Covered
(Yes/No)

 

Account
required
to be 
disclosed?

 

Quarterly
Reporting

 

Trade
Confirms
required
to be sent 
to Bank
(MCO
Feed)

 

Trade Pre-
Clearance
(Yes/No)

 

Verifiable by
BT?

Stocks

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Stocks on the Small Cap and SMID Cap Approved Lists

 

Yes

 

Yes

 

Yes

 

Yes

 

*TRADING PROHIBITED Pre-clear to sell

 

Yes

U.S. Government securities, money market funds

 

No

 

Yes

 

No

 

No

 

No

 

Yes

Other fixed income securities (includes corp. agencies, municipals)

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes, If par value and MV of trade > $100K

 

Yes

Options/Derivatives of covered securities

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Initial Public Offering

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Private Placements of securities as defined by federal securities law

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

 

Yes

Proprietary Mutual Funds

 

Yes

 

Yes

 

Yes

 

Yes

 

No

 

Yes

Non-Proprietary Mutual funds

 

No

 

Yes

 

No

 

No

 

No

 

Yes

Exchange Traded Funds

 

Yes

 

Yes

 

Yes

 

Yes

 

No

 

Yes

 

xii. Exceptions

 

Exceptions to the Employee Personal Trading rules must be approved in writing by a member of the Executive Committee. In all circumstances, the interests of Clients must be placed above the personal financial interests of the Access Person.

 

9



 

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.

 

i.       Disclosure of Conflicts

 

Each Employee must disclose to the Director of Risk Management of Boston Trust and the Chief Compliance Officer of BTIM, 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.

 

ii.     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 Employee’s position with Boston Trust.

 

iii.    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.

 

iv.     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 Employee’s duties to Boston Trust.

 

E.  Gifts and Entertainment

 

i.       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

 

ii.     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:

 

10



 

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.

 

iii.    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.

 

iv.     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 vendor’s 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.

 

v.      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.

 

vi.    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

 

11



 

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 Boston Trust 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

 

i.       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.

 

ii.     Terminating Employment

 

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

 

iii.    Directorships of Profit-Making Companies

 

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

 

12



 

making company. The Chief Executive Officer shall receive approval from the Executive Committee of the Board.

 

iv.     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.

 

v.      Political Activities

 

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

 

vi.      Political Contributions by Covered Associates

 

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

 

vii.   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.

 

viii. 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,

 

13



 

public speaking appearances, instructing courses at educational institutions or banking schools, etc. may be retained by the Employee.

 

ix.    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.

 

x.      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 Boston Trust, 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 Boston Trust 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. 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 Employee’s responsibility to be familiar with the Code and to abide by the letter and spirit of the Code’s provisions and principles at all times.

 

i.       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.

 

ii.     Periodically Thereafter

 

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

 

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.

 

14



 

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.

 

i.       Interpretation

 

Requests for interpretation and questions regarding the applicability of the provisions of this Code should be addressed to the Director of Risk Management.

 

ii.     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.

 

iii.    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

 

iv.     Annual Report to Board of Directors

 

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

 

v.      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 Boston Trust 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.

 

15



 

vi.     Sanctions

 

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

 

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, 8/12/2015, 5/10/2016

 

Current Version Date: Revised

2/14/2017

Current Version Effective date:

2/14/2017

 

16