As filed with the Securities and Exchange Commission on April 23, 2020

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. 169

x


 

and/or

 

 

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

x

 

 

Amendment No. 172

x

 


 

BOSTON TRUST WALDEN FUNDS

(Exact Name of Registrant as Specified in Charter)

 

One Beacon Street, Boston, MA 02108

(Address of Principal Executive Offices)

 

Registrant’s Telephone Number: 1-800-282-8782

 


 

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, 2020) 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 Walden Small Cap Fund (BOSOX)

(formerly, “Boston Trust Small Cap Fund”)

Walden Balanced Fund (WSBFX)

(formerly, “Walden Asset Management Fund”)

Walden Equity Fund (WSEFX)

Walden Midcap Fund (WAMFX)

Walden SMID Cap Fund (WASMX)

Walden International Equity Fund (WIEFX)

 

Prospectus dated May 1, 2020

 

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.

 

The Securities and Exchange Commission will permit funds to deliver shareholder reports electronically beginning January 1, 2021. At that time, Boston Trust Walden Funds (formerly, “The Boston Trust & Walden Funds”) will send a notice, either by mail or email, each time a Fund’s updated report is available on its website (www.bostontrustwalden.com). Investors enrolled in electronic delivery will receive the notice by email, with links to the updated report. Investors who are not enrolled in electronic delivery by January 1, 2021 will receive notice in the mail. All investors who prefer to receive shareholder reports in paper may, at any time, choose that option free of charge by calling your broker dealer or other financial intermediary, or by calling the Funds at (800) 282-8782, ext. 7050.

 


 

Table of Contents

 

Fund Summary

1

Boston Trust Asset Management Fund

4

Boston Trust Equity Fund

6

Boston Trust Midcap Fund

8

Boston Trust SMID Cap Fund

10

Boston Trust Walden Small Cap Fund (formerly, “Boston Trust Small Cap Fund”)

13

Walden Balanced Fund (formerly, “Walden Asset Management Fund”)

16

Walden Equity Fund

18

Walden Midcap Fund

20

Walden SMID Cap Fund

22

Walden International Equity Fund

 

 

More About Investment Objectives, Strategies and Risks

25

Investment Process

25

Buy Discipline

25

Sell Discipline

30

Temporary Defensive Position

30

Investment Risks

32

Disclosure of Portfolio Holdings

32

Environmental, Social and Governance (ESG) Guidelines

32

Active Ownership Guidelines

 

 

Shareholder Information

33

Pricing of Fund Shares

33

Purchasing and Adding to Your Shares

35

Selling Your Shares

37

Exchanging Your Shares

37

Dividends, Distributions and Taxes

 

 

Fund Management

39

The Investment Adviser

40

Portfolio Managers

40

The Distributor and Administrator

41

Cybersecurity Risk

 

 

Financial Highlights

42

Boston Trust Asset Management Fund

43

Boston Trust Equity Fund

44

Boston Trust Midcap Fund

45

Boston Trust SMID Cap Fund

46

Boston Trust Walden Small Cap Fund (formerly, “Boston Trust Small Cap Fund”)

47

Walden Balanced Fund (formerly, “Walden Asset Management Fund”)

48

Walden Equity Fund

49

Walden Midcap Fund

50

Walden SMID Cap Fund

51

Walden International Equity Fund

 


 

 

 

May 1, 2020

 

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

 

0.73

%

Distribution (Rule 12b-1) Fees

 

None

 

Other Expenses

 

0.17

%

Total Annual Fund Operating Expenses

 

0.90

%

 

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

 

$

92

 

$

287

 

$

498

 

$

1,108

 

 

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, 2019, the Fund’s portfolio turnover rate was 5.76% 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 Walden Inc.’s (formerly, “Boston Trust Investment Management, Inc.”) (the “Adviser”) 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles —information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. The Adviser encourages portfolio companies to improve their ESG performance and transparency through shareholder engagement. Engagement strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

 

1

www.bostontrustwalden.com

 


 

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 Walden Company (formerly, “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. Interest rates remain low by historical standards and may rise.

 

Consequently the 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.

 

LIBOR Risk: Instruments in which the Fund invests may pay interest based on the London Interbank Offered Rate (“LIBOR”). The use of LIBOR is scheduled to be phase out by the end of 2021. Currently, no official replacement rate has been identified. It remains uncertain how the change from LIBOR will be implemented and the effects such change will have on the Fund, issuers of instruments in which the Fund invests and financial markets generally.

 

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 Fund’s 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. The departure of one or more countries from the European Union may have significant political and financial consequences for global markets.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

3Q2011

10.75%

 

(9.19)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (15.19)%.

 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

1

 

5

 

10

 

Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(12/1/95)

 

Boston Trust Asset Management Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

25.81

%

9.60

%

10.28

%

8.41

%

After Taxes on Distributions

 

25.53

%

8.67

%

9.59

%

7.43

%

After Taxes on Distributions and Sale of Fund Shares

 

15.47

%

7.41

%

8.34

%

6.82

%

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

 

31.49

%

11.70

%

13.56

%

9.25

%

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

 

9.71

%

3.23

%

3.96

%

5.14

%

FTSE 3 Month U.S. Treasury Bill Index (reflects no deduction for fees, expenses or taxes)

 

2.25

%

1.05

%

0.56

%

2.26

%

 

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”).

 

2


 

Portfolio Management

 

Investment Adviser:

Boston Trust Walden Inc.

Lead Portfolio Manager:

Domenic Colasacco, CFA, Since 1995

Co-Portfolio Managers:

Amy Crandall Kaser, CFP®, Since 2019

 

Jason T. O’Connell, CFA, CAIA, CFP®, Since 2019

 

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 Walden 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.

 

3


 

May 1, 2020

 

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

 

0.16

%

Total Annual Fund Operating Expenses

 

0.91

%

 

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

 

$

93

 

$

290

 

$

504

 

$

1,120

 

 

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, 2019, the Fund’s portfolio turnover rate was 2.61% 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.

 

Boston Trust Walden Inc. (formerly “Boston Trust Investment Management, Inc.”) (the “Adviser”) evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. The Adviser encourages portfolio companies to improve their ESG performance and transparency through shareholder engagement. Engagement strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “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.bostontrustwalden. com or by calling 1-800-282-8782, extension 7050.

 

4


 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

3Q2011

13.03%

 

(14.21)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (20.00)%.

 

Average Annual Total Returns

 

1

 

5

 

10

 

Since
Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(10/1/03)

 

Boston Trust Equity Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

31.74

%

11.35

%

12.32

%

9.21

%

After Taxes on Distributions

 

31.45

%

10.37

%

11.68

%

8.70

%

After Taxes on Distributions and Sale of Fund Shares

 

18.99

%

8.79

%

10.14

%

7.70

%

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

 

31.49

%

11.70

%

13.56

%

9.59

%

 

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 Walden Inc.

Lead Portfolio Manager:

Domenic Colasacco, CFA, Since 2003

Co-Portfolio Managers:

Amy Crandall Kaser, CFP®, Since 2019

 

Jason T. O’Connell, CFA, CAIA, CFP®, Since 2019

 

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 Walden 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.

 

5


 

May 1, 2020

 

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

 

0.29

%

Total Annual Fund Operating Expenses

 

1.04

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.04

)%

Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement

 

1.00

%

 


(1)         Boston Trust Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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

 

$

327

 

$

570

 

$

1,267

 

 

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, 2019, the Fund’s portfolio turnover rate was 18.46% 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 and any rights to purchase 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, Boston Trust Walden Inc. (formerly, “Boston Trust Investment Management, Inc.”) (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, 2019, the market capitalization range of the Russell Midcap® Index was between $346.8 million and $79.0 billion. However, the Fund generally excludes securities with market capitalization less than $2 billion 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles–information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. The Adviser encourages portfolio companies to improve their ESG performance and transparency through shareholder engagement. Engagement strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “Boston Trust & Walden 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.

 

6


 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

3Q2010

 

3Q2011

14.21%

 

(17.41)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (24.25)%.

 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

1

 

5

 

10

 

Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(9/24/07)

 

Boston Trust Midcap Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

28.59

%

10.77

%

13.38

%

9.82

%

After Taxes on Distributions

 

27.45

%

9.30

%

12.27

%

8.91

%

After Taxes on Distributions and Sale of Fund Shares

 

17.67

%

8.27

%

10.99

%

8.00

%

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

 

30.54

%

9.33

%

13.19

%

8.65

%

 

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 Walden Inc.

Lead Portfolio Manager:

Stephen Amyouny, CFA, Since 2007

Co-Portfolio Managers:

Richard Q. Williams, CFA, Since 2017

 

Mark Zagata, CFA, Since 2020

 

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 Walden 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.

 

7


 

 

 

 

May 1, 2020

 

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

 

0.20

%

Total Annual Fund Operating Expenses

 

0.95

%

Fee Waiver and/or Expense Reimbursement(1)

 

(0.20

)%

Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement

 

0.75

%

 


(1)         Boston Trust Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/ reimbursement period only. 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

 

$

283

 

$

506

 

$

1,148

 

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, 2019, the Fund’s portfolio turnover rate was 24.08% 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 and any rights to purchase 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, Boston Trust Walden Inc. (formerly, “Boston Trust Investment Management, Inc.”) (the “Adviser”) defines small and mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500TM Index at the time of purchase. The size of companies in the Russell 2500TM Index may change with market conditions. In addition, changes to the composition of the Russell 2500TM Index can change the market capitalization range of the companies included in the index. As of December 31, 2019, the market capitalization range of the Russell 2500TM Index was between $15.7 million and $27.2 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles —information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency.  The Adviser encourages portfolio companies to improve their ESG performance and transparency through shareholder engagement. Engagement strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “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  

 

www.bostontrustwalden.com

 

8


 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

4Q2018

13.94%

 

(13.81)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (25.42)%.

 

Average Annual Total Returns
(as of December 31, 2019)

 

1 Year

 

5 Years

 

Since 
Inception
(11/30/11)

 

Boston Trust SMID Cap Fund

 

 

 

 

 

 

 

Before Taxes

 

26.74

%

10.66

%

12.01

%

After Taxes on Distributions

 

25.67

%

9.62

%

10.92

%

After Taxes on Distributions and Sale of Fund Shares

 

16.52

%

8.22

%

9.57

%

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

 

27.77

%

8.93

%

12.83

%

 

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 Walden Inc.

Lead Portfolio Manager:

Kenneth Scott, CFA, Since 2011

Co-Portfolio Managers:

Richard Q. Williams, CFA, Since 2017

 

Leanne Moore, Since 2020

 

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 Walden 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.

 

9


 

 

 

May 1, 2020

 

Boston Trust Walden Small Cap Fund

Fund Summary

 

Investment Goals

 

The Boston Trust Walden Small Cap Fund (formerly, “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 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 Fee

 

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 Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/ reimbursement period only. 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, 2019, the Fund’s portfolio turnover rate was 23.23% 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 and any rights to purchase 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, Boston Trust Walden Inc. (formerly, “Boston Trust Investment Management, Inc.”) (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, 2019, the market capitalization range of the Russell 2000® Index was between $15.7 million and $27.2 billion.

 

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles— information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product–e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

www.bostontrustwalden.com

 

10


 

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 Walden Company (formerly, “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.

 

Performance

 

The bar chart and performance table below illustrate the variability of the returns of the Fund, which provides some indication of the risks of investing in the Fund by showing changes in the Fund’s performance from year to year and by showing how the Fund’s average annual total returns over time compare with those of a broad measure of market performance. The quoted performance for the Fund reflects the performance of a collective investment fund (the “Collective Fund”) that was previously managed with full investment authority by the parent company of the Adviser prior to the establishment of the Fund on December 16, 2005. The assets of the Collective Fund were converted into assets of the Fund upon the establishment of the Fund. The performance of the Collective Fund has been restated to reflect the net expenses (after applicable fee waivers and expense reimbursements) of the Fund for its initial year of investment operations. The Collective Fund was not registered under the Investment Company Act of 1940 (the “1940 Act”) and therefore not subject to certain investment restrictions imposed by the 1940 Act. If the Collective Fund had been registered under the 1940 Act, its performance may have been adversely affected. 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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

4Q2010

 

3Q2011

16.42%

 

(19.91)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (25.98)%.

 

Average Annual Total Returns

 

1

 

5

 

10

 

Since
Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(12/31/94)

 

Boston Trust Walden Small Cap Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

29.88

%

10.23

%

11.64

%

11.01

%

After Taxes on Distributions

 

27.96

%

7.78

%

9.67

%

N/A

 

After Taxes on Distributions

 

 

 

 

 

 

 

 

 

and Sale of Fund Shares

 

19.00

%

7.65

%

9.18

%

N/A

 

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

 

25.52

%

8.23

%

11.83

%

9.35

%

 

After-tax returns are calculated using the highest historical individual federal marginal income tax rate and do not reflect the impact of state and local taxes. Actual after-tax returns depend on a 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.

 

11


 

Portfolio Management

 

Investment Adviser:

Boston Trust Walden Inc.

Lead Portfolio Manager:

Kenneth Scott, CFA, Since 2005

Co-Portfolio Managers:

Richard Q. Williams, CFA, Since 2017

 

Leanne Moore, Since 2020

 

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 Walden 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, 2020

 

Walden Balanced Fund

Fund Summary

 

Investment Goals

 

The Walden Balanced Fund (formerly, “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 Balanced 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

 

0.27

%

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 Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/reimbursement period only. 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, 2019, the Fund’s portfolio turnover rate was 12.99% 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 25% of the Fund’s assets invested in each of the following categories: (i) fixed-income securities, such as U.S. government and agency securities, corporate bonds, money market funds, and cash and (ii) domestic and foreign equity securities, such as common stock. 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 Walden Inc.’s (formerly “Boston Trust Investment Management, Inc.”) (the “Adviser”), 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product—e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “Boston Trust & Investment Management Company”) and are not

 

www.bostontrustwalden.com

 

13


 

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. Interest rates remain low by historical standards and may rise. Consequently, the 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.

 

LIBOR Risk: Instruments in which the Fund invests may pay interest based on the London Interbank Offered Rate (“LIBOR”). The use of LIBOR is scheduled to be phase out by the end of 2021. Currently, no official replacement rate has been identified. It remains uncertain how the change from LIBOR will be implemented and the effects such change will have on the Fund, issuers of instruments in which the Fund invests and financial markets generally.

 

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.

 

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. The departure of one or more countries from the European Union may have significant political financial consequences for global markets.

 

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 Fund’s shares will not fluctuate.

 

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.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

3Q2011

9.67%

 

(10.24)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (14.16)%.

 

 

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

1

 

5

 

10

 

Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(6/18/99)

 

Before Taxes

 

23.70

%

8.71

%

9.42

%

5.90

%

After Taxes on Distributions

 

23.22

%

7.91

%

8.88

%

5.34

%

After Taxes on Distributions and Sale of Fund Shares

 

14.36

%

6.72

%

7.64

%

4.73

%

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

 

31.49

%

11.70

%

13.56

%

6.40

%

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

 

9.71

%

3.23

%

3.96

%

5.03

%

FTSE 3 Month

 

 

 

 

 

 

 

 

 

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

 

2.25

%

1.05

%

0.56

%

1.78

%

 

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”).

 

14


 

Portfolio Management

 

Investment Adviser:

 

Boston Trust Walden 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 Walden 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.

 

15


 

 

May 1, 2020

 

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 Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/ reimbursement period only. 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, 2019, the Fund’s portfolio turnover rate was 10.57% 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.

 

Boston Trust Walden Inc. (formerly “Boston Trust Investment Management, Inc.”) (the “Adviser”) evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product—e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “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.

 

www.bostontrustwalden.com

 

16


 

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.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

3Q2011

13.48%

 

(14.46)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (20.63)%.

 

Average Annual Total Returns

 

1

 

5

 

10

 

Since
Inception

 

(as of December 31, 2019)

 

Year

 

Years

 

Years

 

(6/18/99)

 

Walden Equity Fund

 

 

 

 

 

 

 

 

 

Before Taxes

 

32.30

%

11.62

%

12.55

%

7.13

%

After Taxes on Distributions

 

31.35

%

10.58

%

11.78

%

6.63

%

After Taxes on Distributions and Sale of Fund Shares

 

19.76

%

9.03

%

10.32

%

5.91

%

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

 

31.49

%

11.70

%

13.56

%

6.40

%

 

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 Walden 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 Walden 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.

 

17


 

May 1, 2020

 

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

 

0.25

%

Total Annual Fund Operating Expenses

 

1.00

%

 

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

 

1 Year

 

3 Years

 

5 Years

 

10 Years

 

$

102

 

$

318

 

$

552

 

$

1,225

 

 

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. For the fiscal year ended December 31, 2019, the Fund’s portfolio turnover rate was 23.17% 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 and any rights to purchase 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, Boston Trust Walden Inc. (formerly, “Boston Trust Investment Management, Inc.”) (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 March 31, 2020, the market capitalization range of the Russell Midcap® Index was between $346.8 million and $79.0 billion. However, the Fund generally excludes securities with market capitalization less than $2 billion 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product—e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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 Walden Company (formerly, “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.

 

18


 

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.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

4Q2018

14.13%

 

(12.19)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (24.05)%.

 

 

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

 

 

Inception

 

(as of December 31, 2019)

 

1 Year

 

5 Years

 

(8/1/11)

 

Walden Midcap Fund

 

 

 

 

 

 

 

Before Taxes

 

28.38

%

10.58

%

11.93

%

After Taxes on Distributions

 

26.43

%

9.21

%

10.95

%

After Taxes on Distributions and Sale of Fund Shares

 

18.14

%

8.18

%

9.65

%

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

 

30.54

%

9.33

%

12.34

%

 

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 Walden Inc.

Lead Portfolio Manager:

Stephen Amyouny, CFA, Since 2011

 

Co-Portfolio Managers:

Richard Q. Williams, CFA, Since 2017

 

Mark Zagata, CFA, Since 2020

 

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 Walden 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.

 

19


 

May 1, 2020

 

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

 

0.32

%

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 Walden 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, 2021 (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 years of the date on which the expense reduction or reimbursement 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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/ reimbursement period only. 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, 2019, the Fund’s portfolio turnover rate was 29.75% 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 and any rights to purchase 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, Boston Trust Walden Inc. (formerly, “Boston Trust Investment Management, Inc.”) (the “Adviser”) defines small and mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500TM Index at the time of purchase. The size of companies in the Russell 2500TM Index may change with market conditions. In addition, changes to the composition of the Russell 2500TM Index can change the market capitalization range of the companies included in the index. As of December 31, 2019, the market capitalization range of the Russell 2500TM Index was between $15.7 million and $27.2 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 Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product—e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

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

 

20


 

deposits of the Adviser or Boston Trust Walden Company (formerly, “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.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

4Q2018

13.96%

 

(13.71)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (25.03)%.

 

Average Annual Total Returns

 

 

 

 

 

Since
Inception

 

(as of December 31, 2019)

 

1 Year

 

5 Years

 

(6/28/12)

 

Walden SMID Cap Fund

 

 

 

 

 

 

 

Before Taxes

 

26.12

%

10.28

%

12.57

%

After Taxes on Distributions

 

24.60

%

9.05

%

11.44

%

After Taxes on Distributions and Sale of Fund Shares

 

16.51

%

7.92

%

10.00

%

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

 

27.77

%

8.93

%

13.07

%

 

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 Walden Inc.

Lead Portfolio Manager:

Kenneth Scott, CFA, Since 2012

 

Co-Portfolio Managers:

 Richard Q. Williams, CFA, Since 2017

 

Leanne Moore, Since 2020

 

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 Walden 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.

 

21


 

 

May 1, 2020

 

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

 

 

 

Recoupment(1)

 

0.02

%

Other Operating Expenses

 

0.27

%

Total Annual Fund Operating Expenses

 

1.04

%

 


(1)         Under the terms of an expense limitation agreement with the Fund, Boston Trust Walden Inc. (the “Adviser”) may seek recoupment of fees waived and expenses reimbursed within three years of the date on which the expense reduction or reimbursement if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses.

 

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. The Example reflects the fee waiver and expense reimbursement for the duration of the waiver/ reimbursement period only. 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

 

$

106

 

$

327

 

$

565

 

$

1,250

 

 

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, 2019, the Fund’s portfolio turnover rate was 10.70% 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 March 31, 2020, the range of the MSCI World ex-USA Index (net) would encompass firms with market capitalizations from $2.2 billion to $322 billion. “Assets” means net assets, plus the amount of borrowing or investment purposes. Shareholders will be given 60 days advance notice of any change to this policy.

 

Boston Trust Walden Inc. (formerly “Boston Trust Investment Management, Inc.”) (the “Adviser”) evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles—information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. 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 (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and severity (how proximate is the product or service to the undesirable product—e.g., minor electronic input to a weapon system). Examples of products and services are found on page 33 of the Prospectus in the second paragraph under the heading “Environmental, Social & Governance Guidelines.” The Adviser also exercises its full discretion in evaluating 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. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy.

 

www.bostontrustwalden.com

 

22


 

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 Walden Company (formerly, “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. The departure of one or more countries from the European Union may have significant political and financial consequences for global markets.

 

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.

 

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.bostontrustwalden.com or by calling 1-800-282-8782, extension 7050.

 

Average Total Returns (Years ended December 31)

 

 

Best quarter:

 

Worst quarter:

1Q2019

 

4Q2018

9.00%

 

(11.22)%

 

For the period January 1, 2020 through March 31, 2020, the aggregate (non-annualized) total return for the Fund was (18.45)%.

 

 

 

 

 

Since

 

Average Annual Total Returns

 

 

 

Inception

 

(as of December 31, 2019)

 

1 Year

 

(6/9/15)

 

Walden International Equity Fund

 

 

 

 

 

Before Taxes

 

20.62

%

4.84

%

After Taxes on Distributions

 

20.14

%

4.54

%

After Taxes on Distributions and Sale of Fund Shares

 

12.54

%

3.78

%

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

 

22.49

%

4.76

%

FTSE All World Developed ex-US Index

 

22.63

%

5.61

%

 

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”).

 

23


 

Portfolio Management

 

Investment Adviser:

 

Boston Trust Walden Inc.

Lead Portfolio Manager:

 

William Apfel, CFA, Since 2015

 

 

Co-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 Walden 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 Walden 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.

 

24


 

 

More About Investment Objectives, Strategies And Risks

 

INVESTMENT PROCESS

 

The Adviser employs a consistent investment approach across Boston Trust Walden Funds (formerly, “The Boston Trust & Walden Funds”) (the “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. Boston Trust 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 Balanced Fund, (formerly, “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. Higher 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 ESG performance and incorporates its determination of potential financial materiality related to such performance under various economic and business scenarios. 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 various avenues of active management, including: duration management (judgments relating to the sensitivity of bonds to changes in interest rates), yield curve strategies (judgments regarding the future shape of the yield curve, and differential of short vs. long-term interest rates), segment composition (judgments related to the interest rate spread or premium afforded to various segments of the fixed income investment universe, including government, government agency, and corporate bonds), 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. Returns on equity and invested capital, levels of free cash flow and profit margins, and financial leverage are among the financial considerations the Adviser utilizes to determine a company’s quality profile. Higher quality financial characteristics refers to the transparency, consistency, accuracy and integrity over time of the financial statements;

·      In the aggregate, each Fund’s equity holdings have valuation characteristics the Adviser judges to be comparable or more attractive than its investment universe. Key valuation metrics considered may include absolute or relative price to earnings ratio, free cash flow yield, and price to sales ratio.

 

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

·      generally invests at least 20% of its assets in each category:(i) fixed-income securities and (ii) domestic and foreign equity securities

·      invests 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

·      purchases fixed income securities that are primarily investment grade

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

 

www.bostontrustwalden.com

 

25


 

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

 

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:

 

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

·      invests 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, 2019, the market capitalization range of the Russell Midcap® Index was between $346.8 million and $79.0 billion. However, the Fund generally excludes securities with market capitalization less than $2 billion at time of purchase.

 

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

 

·      invests in domestic equity securities of mid cap companies

·      invests 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 smid cap companies. For these purposes, the Adviser defines smid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500TM Index at the time of purchase. As of December 31, 2019, the market capitalization range of the Russell 2500TM Index was between $15.7 million and $27.2 billion. However, the Fund generally excludes securities with market capitalizations less than $500 million at the time of purchase.

 

26


 

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

 

·      invests in domestic equity securities of smid companies

·      invests 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 Walden Small Cap Fund  

(formerly, “Boston Trust Small Cap Fund”)  

 

Investment Objective

 

The Boston Trust 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, 2019, the market capitalization range of the Russell 2000® Index was between $15.7 million and $27.2 billion.

 

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

 

·      invests in domestic equity securities of small cap companies

·      invests 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

 

Prior Performance

 

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

 

Walden Balanced Fund

(formerly, “Walden Asset Management Fund”)

 

Investment Objective

 

The Walden Balanced 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

·      invests at least 25% of its assets in each category: (i) fixed-income securities and (ii) domestic and foreign equity securities

·      invests 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

·      purchase fixed income securities that are primarily investment grade

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

 

27


 

·      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:

 

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

·      invests 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 by the Russell Midcap® Index at the time of purchase. As of December 31, 2019, the market capitalization range of the Russell Midcap® Index was between $346.8 million and $79.0 billion. However, the Fund generally excludes securities with market capitalization less than $2 billion at time of purchase.

 

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

 

·      invests in domestic equity securities of mid cap companies

·      invests 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 smid cap companies. For these purposes, the Adviser defines smid issuers as those with market capitalizations within the range encompassed by the Russell 2500TM Index at the time of purchase. As of December 31, 2019, the market capitalization range of the Russell 2500TM Index was between $15.7 million and $27.2 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 smid companies

·      invests 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

 

28


 

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)

·      invests in mid cap companies. In international markets, capitalization ranges vary by country; as a result, a company that is categorized as a mid cap company in one country may be considered a large capitalization company in another country

 

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

 

·      may invest in one or more of the following types of equity securities: sponsored and unsponsored American Depositary Receipts, European Depositary Receipts, Global Depositary Receipts, 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

 

29


 

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, natural disasters, pandemics, political and social discord, and general market conditions. Natural or environmental disasters may be highly disruptive to economies and markets, adversely impacting individual companies, sectors, industries, markets, currencies, interest and inflation rates, credit ratings, investor sentiment, and other factors affecting the value of a Fund’s investments. Given the increasing interdependence among global economies and markets, conditions in one country, market, or region are increasingly likely to adversely affect markets, issuers, and/or foreign exchange rates in other countries, including the U.S. Any such events could have a significant adverse impact on the value of a Fund’s investments.

 

·      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. While interest rates have increased recently, they remain low by historical standards and may rise further. Consequently, the 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.

 

·      LIBOR Risk: Certain fixed income Instruments may pay interest at floating rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. Issuers may also obtain financing at floating rates based on LIBOR. In July 2017, the head of the United Kingdom Financial Conduct Authority announced the desire to phase out the use of LIBOR by the end of 2021. There is currently no definitive information regarding the future utilization of LIBOR or of any particular replacement rate. Abandonment of or modifications to LIBOR could have adverse impacts on newly issued financial instruments and existing financial instruments that reference LIBOR. The effect of a phase out of LIBOR on U.S. instruments in which a Fund may invest is currently unclear. While some instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate setting methodology, not all instruments may have such provisions, and there is significant uncertainty regarding the effectiveness of any such alternative methodologies. Abandonment of or modifications to LIBOR could lead to significant short-term and long-term uncertainty and market instability. It remains uncertain how such changes would be implemented and the effects such changes would have on a Fund, issuers of instruments in which a Fund invests and financial markets generally.

 

·      Small and Mid Cap Company Risk: Investments in small, smid and mid cap companies involve greater risks than investments in larger, more established companies. Small, smid and mid cap companies may experience higher growth rates and higher failure rates than do larger capitalization companies. In addition, small, smid and mid cap 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, smid and mid cap 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, smid and mid cap stocks may be less liquid, making it difficult for the Funds to buy and sell shares of smaller companies. Small, smid and mid cap 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, smid and mid cap 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 Funds invest may prove to be incorrect and there is no guarantee that the

 

30


 

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 a Fund’s performance to fluctuate more than if it held only U.S. securities. A 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. The departure of one or more countries from the European Union may have significant political and financial consequences of global markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.

 

·      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. The Funds are not required to hedge their foreign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent a 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 Screening Criteria Risk: Because the Funds’ criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.

 

The Funds may invest in particular types of securities 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 Funds’ investments in emerging market securities may also be subject to foreign withholding and/ or other taxes, which would decrease the Funds’ yield on those securities.

 

·      Depositary Receipt Risk: A 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

 

31


 

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 Walden Inc. or Boston Trust Walden Company and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

A complete schedule of each Fund’s portfolio holdings is publicly available in Form N -CSR semiannual and annual shareholder reports, and after the first and third fiscal quarters in Form N-PORT. Information reported in N -CSR and N-PORT will be made publicly available within 60 days after the end of the respective fiscal quarter. The Fund’s shareholder reports and Form N-PORT filings are available on the SEC’s website. Additionally, a complete schedule of each Fund’s portfolio holdings is generally available on a monthly basis on the Funds’ website at www.bostontrustwalden.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 ESG factors as part of the investment decision-making process for all the Boston Trust Walden Funds. The Adviser considers financial materiality as it is understood in generally accepted accounting principles— information that would impact the judgment of an informed investor. The Adviser’s ESG analysis considers the range of impacts that ESG factors may have in future revenues, expenses, assets, liabilities and overall risk. Since 1975, the Adviser has been a leader in integrating environmental, social, and governance analysis into its investment process and engaging in active ownership.

 

The Walden Funds and the Boston Trust Walden Small Cap Fund 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. “Significant exposure” is not expressed as a numerical percentage or dollar value, but rather is a subjective determination made after considering a company’s revenue dependence, market share and leadership, and the specific nature of the product or services and its importance and proximity to the excluded areas. These restrictions preclude the Walden Funds and the Boston Trust Walden Small Cap Fund from purchasing 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 ESG performance of each company, assessing the impact on stakeholders, performance over time (relative to peers and established goals), and transparency. The Walden Funds and the Boston Trust Walden Small Cap Fund may avoid companies it judges to have substandard performance with respect to products and services, environmental impact, workplace conditions, community impacts, or corporate governance.

 

ACTIVE OWNERSHIP GUIDELINES

 

The Adviser utilizes active ownership of all the Boston Trust Walden Funds to encourage more sustainable business practices and greater ESG transparency. Active ownership strategies include proxy voting, dialogue with company management and sponsorship of shareholder resolutions, and public policy advocacy:

 

·      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 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 has experienced deteriorating ESG performance, such that it may no longer meet ESG guidelines, for the primary purpose of company engagement to address the issue of concern. Each of such engagement holdings will be limited to a maximum of 1% of a Fund’s total assets.

 

32


 

May 1, 2020

 

Shareholder Information

 

PRICING OF FUND SHARES

 

How NAV is Calculated

 

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

 

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

 

NAV =

TOTAL ASSETS – LIABILITIES
NUMBER OF SHARES OUTSTANDING

 

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

 

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

 

Valuing Fund Assets

 

Each Fund’s securities generally are valued at current market values using market quotations. Each Fund may use pricing services to determine market value. If market prices are not available or, in the Adviser’s opinion, market prices do not reflect fair value, or if an event occurs after the close of trading on the exchange or market on which the security is principally traded (but prior to the time the NAV is calculated) that materially affects fair value, the Adviser will value a Fund’s assets at their fair value according to policies approved and periodically reviewed by the Board of Trustees of Boston Trust Walden Funds. 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 a Fund’s NAV next computed after such order is received by the investment representative.  It is the responsibility of the investment representative to transmit properly completed purchase orders to the Fund in a timely manner. Any change in price due to the failure of a Fund to timely receive an order must be settled between the investor and the investment representative placing the order.

 

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

 

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

 

All purchases must be in U.S. dollars. A fee will be charged for any checks that do not clear. Third-party checks, starter checks, 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

 

www.bostontrustwalden.com

 

33


 

in the Fund. The Funds believe that frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Funds to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability. The Funds therefore discourage frequent purchase and redemptions by shareholders and they do not make any effort to accommodate this practice. To protect against such activity, the Board of Trustees has adopted policies and procedures that are intended to permit the Funds to curtail frequent or excessive short-term trading by shareholders. At the present time, the Funds do not impose limits on the frequency of purchases and redemptions, nor do they limit the number of exchanges into any of the Funds. The Funds reserve the right, however, to impose certain limitations at any time with respect to trading in shares of the Funds, including suspending or terminating trading privileges in Fund shares, for any investor whom the Funds believe has a history of abusive trading or whose trading, in the judgment of the Funds, has been or may be disruptive to the Funds. The Funds’ ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.

 

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

 

In accordance with Rule 22c-2 under the Investment Company Act of 1940, the Funds have entered into information sharing agreements with certain financial intermediaries. Under these agreements, a financial intermediary is obligated to furnish the Trust, upon its request, with information regarding customer trading activities in shares of the Funds and enforce Funds’ market-timing policy with respect to customers identified by the Funds as having engaged in market timing. When information regarding transactions in Fund shares is requested by the Trust 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. Funds are only offered for sale in the United States and are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investment in Boston Trust Walden Funds as a U.S. mutual fund.

 

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.

 

34


 

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 Walden Small Cap Fund”, “Walden Balanced Fund”, “Walden Equity Fund”, “Walden Midcap Fund”, “Walden SMID Cap Fund” or “Walden International Equity Fund” as applicable.

 

3.              Mail to: Boston Trust Walden Funds, c/o Boston Trust Walden 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 an 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 the Funds will send 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 Walden Company,
One Beacon Street,

Boston, MA 02108

 

By Overnight Service

 

See instruction 2 above.

 

Send to: Boston Trust Walden Funds,

 

c/o Boston Trust Walden Company, One Beacon Street,

Boston, MA 02108

 

35


 

By Wire Transfer

 

You must indicate this option on your application. The Fund may charge a wire transfer fee.

 

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

 

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

 

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

 

Redemptions in Writing Required

 

You must request redemption in writing in the following situations:

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Verifying Telephone Redemptions

 

The Funds make every effort to insure that telephone redemptions are only made by authorized shareholders. You will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have not been taken, the Transfer Agent may be liable for losses due to unauthorized transactions. Telephone transaction privileges, including purchases, redemptions, and exchanges by telephonic or facsimile instructions, may be revoked at the discretion of the Fund without advance notice to shareholders. In such cases, and at times of peak activity when it may be difficult to place orders requested by telephone, transaction requests may be made by registered or express mail.

 

Redemptions within 10 Days of Initial Investment

 

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

 

Refusal of Redemption Request

 

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

 

Redemption in Kind

 

The Funds reserve the right to make payment in securities rather than cash, known as “redemption in kind.” This could occur under extraordinary circumstances, such as a very large redemption that could affect Fund operations (a redemption of more than 1% of a Fund’s net assets). If a Fund deems it advisable for the benefit of all shareholders, redemption in kind will consist of securities equal in market value to your shares. To the extent feasible, the Fund expects that a redemption in kind would be a pro rata allocation of the Fund’s portfolio. 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.

 

36


 

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 Walden Company, One Beacon Street, Boston, MA 02108, or by calling 1-800-282-8782, ext. 7050. Please provide the following information:

 

·        Your name and telephone number

 

·        The exact name on your account and account number

 

·        Taxpayer identification number (usually your social security number)

 

·        Dollar value or number of shares to be exchanged

 

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

 

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

 

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

 

Notes on Exchanges

 

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

 

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

 

DIVIDENDS, DISTRIBUTIONS AND TAXES

 

Dividends and Distributions

 

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

 

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

 

Taxes

 

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

 

Distributions. Dividends 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 a 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 Funds may be subject to foreign taxes or tax withholding on dividends, interest, and some capital gains from foreign holdings. You, as a shareholder, may qualify for a deduction or offsetting credit under U.S. tax law for your portion of the Funds’ foreign tax obligation provided you meet certain conditions as required by the Internal Revenue Service.

 

37


 

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.

 

38


 

May 1, 2020

 

Fund Management

 

The Investment Adviser

 

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

 

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 equaling 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 Boston Trust Asset Management Fund equaling 0.73% of Boston Trust Asset Management Fund’s average daily net assets, and from each other Fund equaling 0.75% of each of those Fund’s average daily net assets during the fiscal period ended December 31,  2019.

 

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 1.10% of its average daily net assets. The Funds’ agreement is effective through May 1, 2021 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 1.10%, of its average daily net assets and the repayment is made within three years following the date on which the expenses occurred.

 

Information regarding the factors considered by the Board of Trustees in connection with its 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, 2019.

 

www.bostontrustwalden.com

 

39


 

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 Walden Company where he has worked since 1974. 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 Balanced 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 is a Portfolio Manager at the Adviser. He joined the Adviser’s parent company, Boston Trust Walden Company, in 1996. He earned a B.A. from Tufts University and an M.B.A. 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 Walden Small Cap Fund, Boston Trust SMID Cap Fund, and Walden SMID Cap Fund:
Kenneth Scott, CFA

 

Mr. Scott is a Portfolio Manager at the Adviser. He joined the Adviser’s parent company, Boston Trust Walden Company in 1999. Mr. Scott earned a B.A. degree (cum laude) and a M.S. degree from Boston College. He holds the Chartered Financial Analyst® designation, and is a member of the CFA Society Boston and the CFA Institute.

Boston Trust Walden Small Cap Fund, Boston Trust SMID Fund and Walden SMID Cap Fund:
Leanne Moore

 

Ms. Moore is a Portfolio Manager at the Adviser. She joined the Adviser’s parent company, Boston Trust Walden Company, in 2019. Prior to that time, she served as a Consultant and Investment Analyst at Meketa Investment Group and as a Senior Equity Analyst at Cadence Capital Management. She earned a B.S. from Northeastern University and an M.S. from Bentley University.

Boston Trust Walden Small Cap Fund, Boston  Trust SMID Cap Fund, Boston Trust Midcap Fund, Walden SMID Cap Fund and 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 Walden Company, in 2013. He earned a B.A. from Williams College, an M.Sc. from the London School of Economics, and an M.B.A. 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 Walden Company, in 2010. He earned a B.A. from Dartmouth College and an M.B.A. 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 Walden Company, in 2013. He earned a B.A. 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.

Boston Trust Asset Management Fund and Boston Trust Equity Fund:
Amy Crandall Kaser, CFP
®

 

Ms. Crandall Kaser is a Portfolio Manager at the Adviser. She joined the Adviser’s parent company, Boston Trust Walden Company, in 2012. She earned a B.A. from the College of William & Mary and an M.B.A. from The Wharton School of the University of Pennsylvania. She holds the Certified Financial Planner (CFP) certification.

Boston Trust Asset Management Fund and Boston Trust Equity Fund:
Jason T. O’Connell, CFA, CAIA, CFP
®

 

Mr. O’Connell is a Portfolio Manager at the Adviser. He joined the Adviser’s parent company, Boston Trust Walden Company, in 2014. He earned a BS from Boston College. He holds the Certified Financial Planner (CFP) certification and holds the Chartered Alternative Investment Analyst (CAIA) and Chartered Financial Analyst (CFA) designations and is a member of the CFA Society Boston and the CFA Institute.

Boston Trust Midcap Fund and Walden Midcap Fund:

Mark Zagata, CFA

 

Mr. Zagata is a Portfolio Manager at the Adviser. He joined the Adviser’s parent company, Boston Trust Walden Company, in 2008. He earned a B.A. from Union College and an MBA from Boston College. He holds the Chartered Financial Analyst® designation and Fundamentals of Sustainability Accounting (FSA) credential, and is a member of the CFA Society Boston and the CFA Institute.

 

The SAI 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.

 

40


 

Cybersecurity Risk

 

The computer systems, networks and devices used by the Funds and their service providers to carry out routine business operations employ a variety of protections designed to prevent damage or interruption from computer viruses, network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches. Despite the various protections utilized by the Funds and their service providers, systems, networks, or devices potentially can be breached. The Funds and their shareholders could be negatively impacted as a result of a cybersecurity  breach.

 

Cybersecurity breaches can include unauthorized access to systems, networks, or devices; infection from computer viruses or other malicious software code; and attacks that shut down, disable, slow, or otherwise disrupt operations, business processes, or website access or functionality. Cybersecurity breaches may cause disruptions and impact the Funds’ business operations, potentially resulting in financial losses; interference with the Funds’ ability to calculate their NAV; impediments to trading; the inability of the Funds, the Adviser, 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.

 

41


 

May 1, 2020

 

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 nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

44.27

 

$

46.88

 

$

41.33

 

$

40.92

 

$

41.80

 

$

40.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.48

 

0.52

 

0.49

 

0.35

 

0.55

 

0.50

 

Net realized/unrealized gains (losses) from investments

 

10.93

 

(1.20

)

6.22

 

2.18

 

0.92

 

2.77

 

Total from investment activities

 

11.41

 

(0.68

)

6.71

 

2.53

 

1.47

 

3.27

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.48

)

(0.52

)

(0.49

)

(0.46

)

(0.57

)

(0.47

)

Net realized gains from investment transactions

 

(0.03

)

(1.41

)

(0.67

)

(1.66

)

(1.78

)

(1.03

)

Total dividends

 

(0.51

)

(1.93

)

(1.16

)

(2.12

)

(2.35

)

(1.50

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

55.17

 

$

44.27

 

$

46.88

 

$

41.33

 

$

40.92

 

$

41.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

25.81

%

(1.61

)%

16.23

%

6.19

%(a)

3.65

%

8.21

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

623,151

 

$

461,126

 

$

496,710

 

$

403,969

 

$

354,405

 

$

353,851

 

Ratio of net expenses to average net assets

 

0.90

%

0.93

%

0.92

%

0.95

%(b)

0.94

%

0.92

%

Ratio of net investment income to average net assets

 

1.02

%

1.05

%

1.13

%

1.15

%(b)

1.32

%

1.19

%

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

 

0.90

%

0.93

%

0.92

%

0.95

%(b)

0.94

%

0.93

%

Portfolio turnover rate

 

5.76

%(d)

2.53

%

6.96

%

8.42

%(a)

11.64

%

17.74

%

 


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

(b)         Annualized for periods less than one year.

(c)          During the period ending March 31, 2015, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

(d)         Excludes impact of in-kind transactions.

 

42


 

Boston Trust Equity Fund

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

22.64

 

$

23.63

 

$

20.09

 

$

19.70

 

$

20.66

 

$

19.67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.24

 

0.22

 

0.23

 

0.16

 

0.23

 

0.19

 

Net realized/unrealized gains (losses) from investments

 

6.94

 

(0.80

)

3.92

 

1.58

 

0.27

 

1.38

 

Total from investment activities

 

7.18

 

(0.58

)

4.15

 

1.74

 

0.50

 

1.57

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.24

)

(0.23

)

(0.23

)

(0.20

)

(0.24

)

(0.19

)

Net realized gains from investment transactions

 

(0.03

)

(0.18

)

(0.38

)

(1.15

)

(1.22

)

(0.39

)

Total dividends

 

(0.27

)

(0.41

)

(0.61

)

(1.35

)

(1.46

)

(0.58

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

29.55

 

$

22.64

 

$

23.63

 

$

20.09

 

$

19.70

 

$

20.66

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

31.74

%

(2.55

)%

20.67

%

8.82

%(a)

2.59

%

8.01

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

159,651

 

$

125,844

 

$

134,006

 

$

118,824

 

$

110,831

 

$

110,664

 

Ratio of net expenses to average net assets

 

0.91

%

0.92

%

0.93

%

0.96

%(b)

0.95

%

0.94

%

Ratio of net investment income to average net assets

 

0.88

%

0.91

%

1.02

%

1.01

%(b)

1.14

%

0.96

%

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

 

0.91

%

0.92

%

0.93

%

0.96

%(b)

0.96

%

0.95

%

Portfolio turnover rate

 

2.61

%

1.67

%

9.00

%

6.65

%(a)

18.04

%

19.49

%

 


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

(b)         Annualized for periods less than one year.

(c)          During the periods ending March 31, 2015 through December 31, 2016, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

 

43


 

Boston Trust Midcap Fund

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

15.78

 

$

17.26

 

$

15.34

 

$

15.29

 

$

16.12

 

$

15.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.10

 

0.08

 

0.08

 

0.12

 

0.09

 

0.05

 

Net realized/unrealized gains (losses) from investments

 

4.39

 

(0.62

)

2.98

 

1.01

 

0.05

 

1.82

 

Total from investment activities

 

4.49

 

(0.54

)

3.06

 

1.13

 

0.14

 

1.87

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.09

)

(0.08

)

(0.08

)

(0.13

)

(0.09

)

(0.05

)

Net realized gains from investment transactions

 

(0.63

)

(0.86

)

(1.06

)

(0.95

)

(0.88

)

(0.73

)

Total dividends

 

(0.72

)

(0.94

)

(1.14

)

(1.08

)

(0.97

)

(0.78

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

19.55

 

$

15.78

 

$

17.26

 

$

15.34

 

$

15.29

 

$

16.12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

28.59

%

(3.36

)%

20.01

%

7.29

%(a)

1.07

%

12.65

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

145,305

 

$

74,863

 

$

61,548

 

$

50,495

 

$

47,941

 

$

47,682

 

Ratio of net expenses to average net assets

 

1.00

%

0.98

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.66

%

0.54

%

0.46

%

0.99

%(b)

0.58

%

0.34

%

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

 

1.04

%

0.98

%

0.98

%

1.02

%(b)

1.03

%

1.02

%

Portfolio turnover rate

 

18.46

%

19.34

%

23.22

%

14.53

%(a)

21.02

%

15.76

%

 


(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.

 

44


 

Boston Trust SMID Cap Fund

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

14.63

 

$

15.79

 

$

13.48

 

$

12.49

 

$

13.72

 

$

13.49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.14

 

0.11

 

0.07

 

0.13

 

0.06

 

0.01

 

Net realized/unrealized gains (losses) from investments

 

3.76

 

(0.98

)

2.41

 

1.72

 

(0.41

)

0.97

 

Total from investment activities

 

3.90

 

(0.87

)

2.48

 

1.85

 

(0.35

)

0.98

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.12

)

(0.12

)

(0.08

)

(0.15

)

(0.04

)

 

Net realized gains from investment transactions

 

(0.51

)

(0.17

)

(0.09

)

(0.71

)

(0.84

)

(0.75

)

Total dividends

 

(0.63

)

(0.29

)

(0.17

)

(0.86

)

(0.88

)

(0.75

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

17.90

 

$

14.63

 

$

15.79

 

$

13.48

 

$

12.49

 

$

13.72

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

26.74

%

(5.62

)%

18.39

%

14.67

%(a)

(2.34

)%

7.69

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

126,376

 

$

74,299

 

$

56,443

 

$

6,510

 

$

5,589

 

$

5,386

 

Ratio of net expenses to average net assets

 

0.75

%

0.75

%

0.75

%

0.75

%(b)

0.79

%(c)

1.00

%

Ratio of net investment income to average net assets

 

0.85

%

0.77

%

0.85

%

1.31

%(b)

0.49

%

0.09

%

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

 

0.95

%

0.98

%

1.04

%

1.61

%(b)

1.73

%

1.73

%

Portfolio turnover rate

 

24.08

%

14.98

%

37.44

%

22.69

%(a)

50.15

%

33.07

%

 


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 presented 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.

 

45


 

Boston Trust Walden Small Cap Fund

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

12.00

 

$

14.73

 

$

14.33

 

$

12.74

 

$

15.20

 

$

15.73

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.09

 

0.07

 

0.07

 

0.12

 

0.06

 

0.03

 

Net realized/unrealized gains (losses) from investments

 

3.47

 

(0.86

)

1.67

 

1.92

 

(0.25

)

0.51

 

Total from investment activities

 

3.56

 

(0.79

)

1.74

 

2.04

 

(0.19

)

0.54

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.06

)

(0.07

)

(0.08

)

(0.14

)

(0.06

)

(0.01

)

Net realized gains from investment transactions

 

(0.88

)

(1.87

)

(1.26

)

(0.31

)

(2.21

)

(1.06

)

Total dividends

 

(0.94

)

(1.94

)

(1.34

)

(0.45

)

(2.27

)

(1.07

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

14.62

 

$

12.00

 

$

14.73

 

$

14.33

 

$

12.74

 

$

15.20

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

29.88

%

(6.00

)%

12.26

%

15.94

%(a)

(0.52

)%

3.81

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

235,469

 

$

242,176

 

$

366,113

 

$

327,593

 

$

338,656

 

$

439,681

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.58

%

0.39

%

0.46

%

1.21

%(b)

0.44

%

0.17

%

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

%

1.02

%

1.06

%(b)

1.08

%

1.05

%

Portfolio turnover rate

 

23.23

%(d)

24.60

%

23.78

%

51.92

%(a)

37.42

%

28.62

%

 


(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.

(d)         Excludes impact of in-kind transactions.

 

46


 

Walden Balanced Fund

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

17.06

 

$

17.76

 

$

15.74

 

$

15.32

 

$

15.96

 

$

15.17

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.19

 

0.19

 

0.18

 

0.13

 

0.20

 

0.17

 

Net realized/unrealized gains (losses) from investments

 

3.85

 

(0.52

)

2.16

 

0.77

 

0.27

 

0.89

 

Total from investment activities

 

4.04

 

(0.33

)

2.34

 

0.90

 

0.47

 

1.06

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.20

)

(0.18

)

(0.18

)

(0.17

)

(0.21

)

(0.16

)

Net realized gains from investment transactions

 

(0.14

)

(0.19

)

(0.14

)

(0.31

)

(0.90

)

(0.11

)

Total dividends

 

(0.34

)

(0.37

)

(0.32

)

(0.48

)

(1.11

)

(0.27

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Asset Value, End of Period

 

$

20.76

 

$

17.06

 

$

17.76

 

$

15.74

 

$

15.32

 

$

15.96

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Return

 

23.70

%

(1.90

)%

14.88

%

5.87

%(a)

3.10

%

7.00

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

157,892

 

$

124,495

 

$

121,356

 

$

101,126

 

$

86,891

 

$

84,499

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

1.01

%

1.02

%

1.08

%

1.13

%(b)

1.29

%

1.06

%

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

 

1.02

%

1.04

%

1.03

%

1.05

%(b)

1.06

%

1.04

%

Portfolio turnover rate

 

12.99

%

8.47

%

8.40

%

10.18

%(a)

15.56

%

21.62

%

 


(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 Equity Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

20.63

 

$

21.61

 

$

18.82

 

$

17.88

 

$

18.55

 

$

18.19

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.20

 

0.19

 

0.20

 

0.14

 

0.23

 

0.18

 

Net realized/unrealized gains (losses) from investments

 

6.44

 

(0.72

)

3.70

 

1.44

 

0.29

 

1.29

 

Total from investment activities

 

6.64

 

(0.53

)

3.90

 

1.58

 

0.52

 

1.47

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.20

)

(0.18

)

(0.20

)

(0.18

)

(0.24

)

(0.18

)

Net realized gains from investment transactions

 

(0.60

)

(0.27

)

(0.91

)

(0.46

)

(0.95

)

(0.93

)

Total dividends

 

(0.80

)

(0.45

)

(1.11

)

(0.64

)

(1.19

)

(1.11

)

Net Asset Value, End of Period

 

$

26.47

 

$

20.63

 

$

21.61

 

$

18.82

 

$

17.88

 

$

18.55

 

Total Return

 

32.30

%

(2.54

)%

20.77

%

8.80

%(a)

2.92

%

8.13

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

248,529

 

$

192,598

 

$

197,439

 

$

181,830

 

$

164,566

 

$

157,499

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.83

%

0.82

%

0.93

%

1.00

%(b)

1.21

%

0.95

%

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

 

1.07

%

1.08

%

1.07

%

1.09

%(b)

1.10

%

1.09

%

Portfolio turnover rate

 

10.57

%

6.51

%

9.88

%

9.94

%(a)

17.78

%

21.31

%

 


(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.

 

48


 

Walden Midcap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

15.57

 

$

17.24

 

$

14.90

 

$

14.57

 

$

15.18

 

$

14.06

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.12

 

0.09

 

0.07

 

0.11

 

0.09

 

0.05

 

Net realized/unrealized gains (losses) from investments

 

4.27

 

(0.66

)

2.85

 

0.97

 

0.07

 

1.65

 

Total from investment activities

 

4.39

 

(0.57

)

2.92

 

1.08

 

0.16

 

1.70

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.10

)

(0.09

)

(0.08

)

(0.12

)

(0.08

)

(0.05

)

Net realized gains from investment transactions

 

(1.15

)

(1.01

)

(0.50

)

(0.63

)

(0.69

)

(0.53

)

Total dividends

 

(1.25

)

(1.10

)

(0.58

)

(0.75

)

(0.77

)

(0.58

)

Net Asset Value, End of Period

 

$

18.71

 

$

15.57

 

$

17.24

 

$

14.90

 

$

14.57

 

$

15.18

 

Total Return

 

28.38

%

(3.58

)%

19.62

%

7.36

%(a)

1.27

%

12.25

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

62,538

 

$

45,819

 

$

46,562

 

$

39,059

 

$

35,543

 

$

34,959

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.68

%

0.54

%

0.45

%

0.97

%(b)

0.59

%

0.35

%

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

 

1.00

%

1.00

%

1.01

%

1.04

%(b)

1.07

%

1.04

%

Portfolio turnover rate

 

23.17

%

18.66

%

24.85

%

12.59

%(a)

20.10

%

16.06

%

 


(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.

 

49


 

Walden SMID Cap Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

 

 

 

 

 

 

For the year

 

For the year

 

For the year

 

months

 

For the year

 

For the year

 

 

 

ended

 

ended

 

ended

 

ended

 

ended

 

ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016

 

2015

 

Net Asset Value, Beginning of Period

 

$

15.12

 

$

16.69

 

$

14.60

 

$

13.40

 

$

14.70

 

$

13.97

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.10

 

0.09

 

0.07

 

0.12

 

0.04

 

0.01

 

Net realized/unrealized gains (losses) from investments

 

3.83

 

(0.99

)

2.40

 

1.87

 

(0.44

)

1.03

 

Total from investment activities

 

3.93

 

(0.90

)

2.47

 

1.99

 

(0.40

)

1.04

 

Dividends:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.10

)

(0.09

)

(0.09

)

(0.14

)

(0.02

)

(0.01

)

Net realized gains from investment transactions

 

(0.85

)

(0.58

)

(0.29

)

(0.65

)

(0.88

)

(0.30

)

Total dividends

 

(0.95

)

(0.67

)

(0.38

)

(0.79

)

(0.90

)

(0.31

)

Net Asset Value, End of Period

 

$

18.10

 

$

15.12

 

$

16.69

 

$

14.60

 

$

13.40

 

$

14.70

 

Total Return

 

26.12

%

(5.59

)%

16.94

%

14.73

%(a)

(2.47

)%

7.60

%

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

61,582

 

$

47,621

 

$

45,632

 

$

38,128

 

$

32,452

 

$

28,369

 

Ratio of net expenses to average net assets

 

1.00

%

1.00

%

1.00

%

1.00

%(b)

1.00

%

1.00

%

Ratio of net investment income to average net assets

 

0.61

%

0.52

%

0.48

%

1.12

%(b)

0.30

%

0.08

%

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

 

1.07

%

1.08

%

1.08

%

1.12

%(b)

1.15

%

1.12

%

Portfolio turnover rate

 

29.75

%

18.61

%

31.92

%

20.85

%(a)

43.24

%

33.61

%

 


(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.

 

50


 

Walden International Equity Fund

 

Selected data for a share outstanding throughout the periods indicated.

 

 

 

 

 

 

 

 

 

For the nine

 

Period

 

 

 

For the year

 

For the year

 

For the year

 

months

 

June 9, 2015

 

 

 

ended

 

ended

 

ended

 

ended

 

through

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

March 31,

 

 

 

2019

 

2018

 

2017

 

2016

 

2016(a)

 

Net Asset Value, Beginning of Period

 

$

9.78

 

$

11.07

 

$

9.34

 

$

9.45

 

$

10.00

 

Investment Activities:

 

 

 

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

0.20

 

0.17

 

0.13

 

0.12

 

0.08

 

Net realized/unrealized gains (losses) from investments

 

1.81

 

(1.29

)

1.73

 

(0.06

)

(0.59

)

Total from investment activities

 

2.01

 

(1.12

)

1.86

 

0.06

 

(0.51

)

Dividends:

 

 

 

 

 

 

 

 

 

 

 

Net investment income

 

(0.19

)

(0.17

)

(0.13

)

(0.17

)

(0.04

)

Net realized gains from investment transactions

 

 

 

 

 

 

Total dividends

 

(0.19

)

(0.17

)

(0.13

)

(0.17

)

(0.04

)

Net Asset Value, End of Period

 

$

11.60

 

$

9.78

 

$

11.07

 

$

9.34

 

$

9.45

 

Total Return

 

20.62

%

(10.18

)%

19.92

%

0.62

%(b)

(5.09

)%(b)

Ratios/Supplemental Data:

 

 

 

 

 

 

 

 

 

 

 

Net assets at end of period (000’s)

 

$

56,960

 

$

39,056

 

$

41,234

 

$

14,713

 

$

12,786

 

Ratio of net expenses to average net assets

 

1.04

%

1.15

%

1.15

%

1.15

%(c)

1.15

%(c)

Ratio of net investment income to average net assets

 

1.93

%

1.57

%

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)

 

1.02

%

1.17

%

1.31

%

1.86

%(c)

2.21

%(c)

Portfolio turnover rate

 

10.70

%

3.44

%

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

 

51


 

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.bostontrustwalden.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 Walden Company
One Beacon Street

Boston, Massachusetts 02108
Telephone: 1-800-282-8782 x7050
mutualfunds@bostontrustwalden.com

 

Information from the Securities and Exchange Commission:

 

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

 

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

 


 

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 WALDEN SMALL CAP FUND (BOSOX)

 

WALDEN BALANCED FUND (WSBFX)

WALDEN EQUITY FUND (WSEFX)

WALDEN MIDCAP FUND (WAMFX)

WALDEN SMID CAP FUND (WASMX)

WALDEN INTERNATIONAL EQUITY FUND (WIEFX)

 

 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2020

 

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 Walden Small Cap Fund, Walden Balanced Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID 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 Boston Trust Walden Funds, 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 Boston Trust Walden Funds c/o Boston Trust Walden Inc. at One Beacon Street, Boston, Massachusetts 02108, by telephoning toll free (800) 282-8782, ext. 7050 and on the Funds’ website at www.bostontrustwalden.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

Investment Adviser

18

Portfolio Manager Information

20

Code of Ethics

21

Portfolio Transactions

21

Administrator and Fund Accounting Services

23

Distributor

25

Custodian

25

Transfer Agency Services

25

Shareholder Services Agreements

25

Payment of Additional Cash Compensation

26

Independent Registered Public Accounting Firm

26

Legal Counsel

26

 

 

ADDITIONAL INFORMATION

26

Description Of Shares

26

Control Persons & Principal Holders Of Securities

27

Vote Of A Majority Of The Outstanding Shares

31

Additional Tax Information

31

Yields And Total Returns

34

Performance Comparisons

36

Proxy Voting

37

Disclosure of Fund Portfolio Holdings

37

 

 

MISCELLANEOUS

38

 

 

FINANCIAL STATEMENTS

38

 


 

STATEMENT OF ADDITIONAL INFORMATION

 

BOSTON TRUST WALDEN FUNDS

 

Boston Trust Walden Funds (formerly, 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 (the “Board”). Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held, and will vote in the aggregate and not by series except as otherwise expressly required by law. An annual or special meeting of shareholders to conduct necessary business is not required by the Trust’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) or other authority, except under certain circumstances. Absent such circumstance, the Trust does not intend to hold annual or special meetings. This Statement of Additional Information deals with ten series: Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Walden Small Cap Fund (formerly, Boston Trust Small Cap Fund), Walden Balanced Fund (formerly, Walden Asset Management Fund), Walden Equity Fund, Walden Midcap Fund, Walden SMID 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 Boston Trust Walden Inc. (formerly, Boston Trust Investment Management, Inc.) (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 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.

 

Certain European countries in which the Funds may invest have recently experienced significant volatility in financial markets and may continue to do so in the future. The impact of the United Kingdom’s departure from the European Union, commonly known as “Brexit,” and the potential departure of one or more other countries from the European Union may have significant political and financial consequences for global markets. These consequences include greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased

 

4


 

likelihood of a recession in such markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.

 

The Boston Trust Asset Management Fund and the Walden Balanced 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 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.

 

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

 

5


 

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 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. Not all municipal obligations of the Funds are tax-exempt. 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

 

6


 

availability of municipal securities and their value would be affected.  The ratings of nationally recognized statistical rating organizations (“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 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

 

7


 

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 10% of its net assets in illiquid securities, including (i) securities for which there is no readily available market; (ii) securities the disposition of which would be subject to legal restrictions (so-called “restricted securities”); and (iii) repurchase agreements having more than seven days to maturity. A considerable period of time may elapse between the Funds’ decision to dispose of such securities and the time when the Funds are able to dispose of them, during which time the value of the securities could decline. Securities which meet the requirements of Securities Act Rule 144A are restricted, but may be determined to be liquid by the Trustees, based on an evaluation of the applicable trading markets.

 

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

 

DEPOSITARY RECEIPTS. Sponsored and unsponsored 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 Walden 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

 

8


 

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 the Board of 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 Walden Small Cap Fund. On any day on which a Fund intends to borrow 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.

 

Index-based ETFs are designed 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. Actively managed ETFs do not seek to track the return of a particular market index.  Instead, an actively managed ETF’s investment adviser, like that of an actively managed mutual fund, creates a unique mix of investments to meet a particular investment objective and policy.

 

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.

 

9


 

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 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 Funds 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 Funds 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 a 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 SEC 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 Walden 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 a 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 a Fund from entering into reverse repurchase agreements.

 

The Boston Trust Walden 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 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.

 

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 1940 Act 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.

 

11


 

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 the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

 

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

 

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

 

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

 

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

 

3.                                      Invest in securities of other investment companies which would result in the Funds owning more than 3% of the outstanding voting securities of any one such investment company, Funds owning securities of another investment company having an aggregate value in excess of 5% of the value of a 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 1940 Act 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 ADRs 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 Balanced 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 (“NYSE”) (normally 4:00 p.m. Eastern time) on each day it is open for trading. The NYSE will not open in observance 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 NYSE 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 SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC 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

 

NAME, ADDRESS AND
YEAR OF BIRTH

 

POSITION(S)
HELD WITH
THE FUNDS

 

TERM OF OFFICE*
AND
LENGTH OF TIME
SERVED

 

PRINCIPAL
OCCUPATION(S)
DURING PAST FIVE
YEARS

 

NUMBER OF
FUNDS IN
FUND
COMPLEX**
OVERSEEN
BY TRUSTEE

 

OTHER
DIRECTORSHIPS
HELD BY
TRUSTEE
DURING THE
PAST FIVE
YEARS

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

 

Trustee and President

 

Indefinite;
Since June, 2011

 

President, Boston Trust Walden Inc., January 2017 to present, Managing Director, February 2001 to December 2016; Managing Director, Boston Trust Walden Company (bank trust company), November 1993 to present.

 

10

 

None

 

 

 

 

 

 

 

 

 

 

 

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

 

Trustee

 

Indefinite, Since May, 2013

 

Managing Director and Director of ESG Research, Boston Trust Walden Company, August 2004 to present; Research Analyst, Boston Trust Walden Company, January 1985 to present.

 

10

 

None

 


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

**           The “Fund Complex” consists of Boston Trust 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 the Adviser.

 

14


 

INDEPENDENT TRUSTEES

 

NAME, ADDRESS AND
YEAR OF BIRTH

 

POSITION(S)
HELD WITH
THE FUNDS

 

TERM OF OFFICE*
AND LENGTH OF
TIME SERVED

 

PRINCIPAL OCCUPATION(S)
DURING PAST FIVE YEARS

 

NUMBER OF
FUNDS IN
FUND
COMPLEX**
OVERSEEN
BY TRUSTEE

 

OTHER
DIRECTORSHIPS
HELD BY TRUSTEE
DURING THE PAST
FIVE YEARS

Diane E. Armstrong
One Beacon Street
Boston, MA 02108
Year of Birth: 1964

 

Trustee

 

Indefinite; Since February 2005

 

Owner, Armstrong Financial Services LLC, November 2012 to present; Advisor, Investment Partners LTD, January 2018 to December 2019

 

10

 

None

Elizabeth E. McGeveran
One Beacon Street
Boston, MA 02108
Year of Birth: 1971

 

Trustee

 

Indefinite, Since April 2016

 

Head of Investments, The McKnight Foundation, September, 2014 to present.

 

10

 

None

Michael M. Van Buskirk
One Beacon Street
Boston, MA 02108
Year of Birth: 1947

 

Trustee and Chairman of the Board

 

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

 

Retired since 2014.

 

10

 

Advisers Investment Trust (2011 – Present) (Chairman of the Board)

 


*              Trustees hold their position until their resignation or removal.

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

 

OFFICERS WHO ARE NOT TRUSTEES

 

NAME, ADDRESS AND
YEAR OF BIRTH

 

POSITION(S)
HELD WITH
THE FUNDS

 

TERM OF OFFICE* AND
LENGTH OF TIME SERVED

 

PRINCIPAL OCCUPATION(S) DURING PAST FIVE
YEARS

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

 

Treasurer

 

Indefinite;
Since May 2011

 

Director of Finance/Treasurer, Boston Trust Walden 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 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 owner of 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. 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. Ms. Armstrong has been designated by the Board of Trustees as an “Audit Committee financial expert”.

 

15


 

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 Walden Inc., the Adviser, since January 2017; she was previously a Managing Director of the Adviser from 2001 to December 31, 2016; and Managing Director of Boston Trust Walden 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 and Governance 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.

 

Heidi Soumerai.  Ms. Soumerai was elected to the Board of Trustees on May 24, 2013. Ms. Soumerai is a Managing Director and a Senior Environmental, Social, and Governance (ESG) Advisor for Boston Trust Walden Company, the parent company of the Adviser. With over three decades of experience managing the firm’s ESG initiatives, she advises the firm’s ESG team on ESG research and active ownership efforts.

 

BOARD COMMITTEES

 

The Board has established an Audit Committee and a Nominating and Governance 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) recommending to the Board of Trustees the appointment, retention or termination of the Trust’s independent registered public accounting firm; (iii) evaluating the independence of the Trust’s independent registered public accounting firm and reviewing the auditor’s disclosures and representations with respect to its independence; (iv) reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities (v) overseeing the work of the Trust’s independent registered public accounting firm, and resolving disagreements, if any, between the independent registered public accounting firm and management regarding financial reporting; (vi) pre-approving all auditing services and permissible non-auditing services to be provided to the Trust by the independent registered public accounting firm and pre-approve the independent registered public accounting firm’s engagement for non-audit services to Trust-related entities where such services relate directly to the operations and financial reporting of the Trust; and (vii) considering such other matters as it may deem appropriate in carrying out the above responsibilities and any other matters that may be assigned to it by the Board of Trustees. The Audit Committee met two times during the last fiscal year. The Nominating and Governance 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 and Governance Committee does not consider nominees recommended by shareholders. During the last fiscal year, the Nominating and Governance Committee held one meeting. 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 of Trustees 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, Adviser and other service providers, the Board of Trustees monitors and tracks risk by:

 

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

 

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

 

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

 

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

 

16


 

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 Funds’ financial condition and the Trust’s internal controls

 

7.                                      Receiving reports from the 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 of Trustees 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 of Trustees to effectively administer its risk oversight function.

 

OWNERSHIP OF SECURITIES

 

As of April 1, 2020, 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, 2019, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:

 

INTERESTED TRUSTEES

 

NAME OF TRUSTEE

 

DOLLAR RANGE OF EQUITY
SECURITIES IN THE FUNDS

 

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES
OVERSEEN BY TRUSTEES IN FAMILY OF
INVESTMENT COMPANIES*

Lucia B. Santini

 

BTBFX—over $100,000
WSEFX—over $100,000
WIEFX—over $100,000

 

over $100,000

Heidi Soumerai

 

BTBFX—over $100,000
BOSOX—$50,001-$100,000
WAMFX—$10,001-$50,000
WIEFX—over $100,000

 

over $100,000

 

INDEPENDENT TRUSTEES

 

NAME OF TRUSTEE

 

DOLLAR RANGE OF EQUITY
SECURITIES IN THE FUNDS

 

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES
OVERSEEN BY TRUSTEES IN FAMILY OF
INVESTMENT COMPANIES*

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
WASMX—over $100,000
WIEFX—$50,001-$100,000

 

over $100,000

 


*              “Family of Investment Companies” means Boston Trust 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 received from the Trust, from January 1, 2019 through December 31, 2019, the following fees: a quarterly retainer fee of $3,110 per quarter; a regular meeting fee of $4,665 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 received additional quarterly retainer of $1,166, the Chairwoman of the Audit Committee received an additional quarterly retainer of $778, and the Chairwoman of the Nominating and Governance Committee received an additional quarterly retainer of $389. Trustees were also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Trustees who were affiliated with Citi did not receive compensation from the Trust. The Trust’s officers received no compensation directly from the Trust for performing the duties of their respective offices. Under a Compliance Services Agreement (“CCO Agreement”) between the Trust and Citi, Citi makes an employee available to serve as the Trust’s CCO. The CCO Agreement is described under the “Administrator and Fund Accounting Services” section.

 

For the fiscal year ended December 31, 2019 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 Adviser:

 

NAME OF TRUSTEE

 

AGGREGATE
COMPENSATION
FROM THE
FUNDS

 

PENSION OR
RETIREMENT BENEFITS
ACCRUED AS PART OF
FUNDS EXPENSES

 

ESTIMATED ANNUAL
BENEFITS UPON
RETIREMENT

 

TOTAL COMPENSATION
FROM THE FUND AND
FUND COMPLEX PAID
TO THE TRUSTEES*

 

Diane E. Armstrong

 

$

34,212

 

$

0

 

$

0

 

$

34,212

 

Lucia B. Santini**

 

$

0

 

$

0

 

$

0

 

$

0

 

Michael M. Van Buskirk

 

$

35,764

 

$

0

 

$

0

 

$

35,764

 

Heidi Soumerai**

 

$

0

 

$

0

 

$

0

 

$

0

 

Elizabeth E. McGeveran

 

$

32,656

 

$

0

 

$

0

 

$

32,656

 

 


*                                         The “Fund Complex” consists of Boston Trust 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 Walden Inc. pursuant to an Investment Advisory Agreement dated as of September 30, 2004, as amended. The Adviser is a wholly-owned subsidiary of Boston Trust Walden Company (formerly, Boston Trust & Investment Management Company), a Massachusetts chartered banking and trust company (“Boston Trust”), which in turn is a wholly-owned subsidiary of Boston Trust Walden 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 Walden Small Cap Fund

 

0.75% of average daily net assets

Walden Balanced 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 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 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 Board of 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 Investment Advisory Agreement.

 

18


 

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

 

For each of the past three fiscal periods ended December 31, 2017, December 31, 2018 and December 31, 2019, 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

 

 

 

12/31/2017

 

12/31/2018

 

12/31/2019

 

Boston Trust Asset Management Fund

 

Advisory Fees Paid

 

$

3,349,764

 

$

3,677,409

 

$

3,889,577

 

 

 

Waived and/Reimbursed

 

$

0

 

$

0

 

$

0

 

Boston Trust Equity Fund

 

Advisory Fees Paid

 

$

954,561

 

$

1,018,964

 

$

1,085,055

 

 

 

Waived and/Reimbursed

 

$

0

 

$

0

 

$

0

 

Boston Trust Midcap Fund

 

Advisory Fees Paid

 

$

419,370

 

$

481,717

 

$

835,158

 

 

 

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

 

$

(9,182

)

$

(8,081

)*

$

42,703

 

Boston Trust SMID Cap Fund

 

Advisory Fees Paid

 

$

222,729

 

$

554,604

 

$

655,634

 

 

 

Waived and/Reimbursed

 

$

87,452

 

$

168,823

 

$

170,506

 

Boston Trust Walden Small Cap Fund

 

Advisory Fees Paid

 

$

2,600,013

 

$

2,181,419

 

$

1,825,866

 

 

 

Waived and/Reimbursed

 

$

58,104

 

$

261,419

 

$

168,952

 

Walden Balanced Fund

 

Advisory Fees Paid

 

$

838,075

 

$

944,398

 

$

1,076,334

 

 

 

Waived and/Reimbursed

 

$

28,580

 

$

45,249

 

$

34,853

 

Walden Equity Fund

 

Advisory Fees Paid

 

$

1,403,605

 

$

1,553,636

 

$

1,685,108

 

 

 

Waived and/Reimbursed

 

$

138,810

 

$

166,166

 

$

158,316

 

Walden Midcap Fund

 

Advisory Fees Paid

 

$

320,491

 

$

364,895

 

$

409,401

 

 

 

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

 

$

4,010

 

$

(1,091

)*

$

(569

)*

Walden SMID Cap Fund

 

Advisory Fees Paid

 

$

315,162

 

$

394,738

 

$

416,756

 

 

 

Waived and/Reimbursed

 

$

33,179

 

$

42,347

 

$

36,311

 

Walden International Equity Fund

 

Advisory Fees Paid

 

$

222,425

 

$

318,281

 

$

370,316

 

 

 

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

 

$

47,374

 

$

7,070

 

$

(7,793

)*

 


* The Fund has entered into an expense limitation agreement with the Adviser to reduce Total Fund Operating Expenses to 1.00%, as of December 31, 2018, and December 31, 2019, such expenses were below or at the expense limitation of 1.00% (1.10% for Walden International Equity Fund).

 

As of December 31, 2019, the Adviser may recoup $42,703, $426,781, $488,475, $108,682, $463,292, $4,010, $111,837, and $54,444 for the Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Walden Small Cap Fund, Walden Balanced Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Fund, and Walden International Equity Fund, respectively, as follows:

 

Funds

 

Amount

 

Expires

 

Funds

 

Amount

 

Expires

 

Boston Trust Midcap Fund

 

$

42,703

 

12/31/2022

 

Walden Balanced Fund

 

$

28,580

 

12/31/2020

 

 

 

 

 

 

 

 

 

45,249

 

12/31/2021

 

 

 

 

 

 

 

 

 

34,853

 

12/31/2022

 

Boston Trust SMID Cap Fund

 

87,452

 

12/31/2020

 

Walden Equity Fund

 

138,810

 

12/31/2020

 

 

 

168,823

 

12/31/2021

 

 

 

166,166

 

12/31/2021

 

 

 

170,506

 

12/31/2022

 

 

 

158,316

 

12/31/2022

 

Boston Trust Walden Small Cap Fund

 

58,104

 

12/31/2020

 

Walden Midcap Fund

 

4,010

 

12/31/2020

 

 

 

261,419

 

12/31/2021

 

 

 

 

 

 

 

 

 

168,952

 

12/31/2022

 

Walden SMID Cap Fund

 

33,179

 

12/31/2020

 

 

 

 

 

 

 

 

 

42,347

 

12/31/2021

 

 

 

 

 

 

 

 

 

36,311

 

12/31/2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Walden International Equity Fund

 

47,374

 

12/31/2020

 

 

 

 

 

 

 

 

 

7,070

 

12/31/2021

 

 

19


 

PORTFOLIO MANAGER INFORMATION

 

Domenic Colasacco serves as Lead Portfolio Manager for the Boston Trust Asset Management Fund and the Boston Trust Equity Fund. Kenneth Scott serves as Lead Portfolio Manager for the Boston Trust Walden Small Cap Fund, the Boston Trust SMID Cap Fund, the Walden Small Cap Fund and the Walden SMID Cap Fund. William H. Apfel serves as Portfolio Manager for the Walden Balanced 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. Amy Crandall Kaser serves as Co-Portfolio Manager for the Boston Trust Asset Management Fund and the Boston Trust Equity Fund. Jason T. O’Connell serves as Co-Portfolio Manager for the Boston Trust Asset Management Fund and the Boston Trust Equity Fund. Leanne Moore serves as Co-Portfolio Manager for the Boston Trust SMID Cap Fund, Boston Trust Walden Small Cap Fund, and Walden SMID Cap Fund. Nathaniel J. Riley serves as Co-Portfolio Manager for the Walden International Equity Fund. Richard Q. Williams serves as Co-Portfolio Manager for the Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Walden Small Cap Fund, Walden Midcap Fund, and Walden SMID Cap Fund. David A. Sandell serves as Co-Portfolio Manager for the Walden International Equity Fund. Mark Zagata serves as Co-Portfolio Manager for the Boston Trust Midcap Fund and Walden Midcap 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, 2019 (unless otherwise noted):

 

PORTFOLIO MANAGER

 

OTHER
REGISTERED
INVESTMENT
COMPANY
ACCOUNTS

 

ASSETS
MANAGED
($ MILLIONS)

 

OTHER
POOLED
INVESTMENT
VEHICLE
ACCOUNTS

 

ASSETS
MANAGED
($ MILLIONS)

 

OTHER
ACCOUNTS*

 

ASSETS MANAGED
($ MILLIONS)

 

DOMENIC COLASACCO

 

0

 

$

0

 

1

 

$

383.5

 

112

 

$

1,256.1

 

KENNETH SCOTT

 

0

 

$

0

 

1

 

$

84.0

 

23

 

$

831.6

 

STEPHEN AMYOUNY

 

0

 

$

0

 

0

 

$

0

 

49

 

$

1,177.8

 

WILLIAM H. APFEL

 

0

 

$

0

 

1

 

$

288.6

 

53

 

$

768.7

 

RICHARD Q. WILLIAMS

 

0

 

$

0

 

0

 

$

0

 

31

 

$

370.8

 

DAVID A. SANDELL

 

0

 

$

0

 

0

 

$

0

 

95

 

$

269.1

 

NATHANIEL J. RILEY

 

0

 

$

0

 

0

 

$

0

 

0

 

$

0

 

LEANNE MOORE**

 

0

 

$

0

 

0

 

$

0

 

44

 

$

180.3

 

MARK ZAGATA**

 

0

 

$

0

 

0

 

$

0

 

0

 

$

0

 

JASON T. O’CONNELL

 

0

 

$

0

 

0

 

$

0

 

75

 

$

375.9

 

AMY CRANDALL KASER

 

0

 

$

0

 

0

 

$

0

 

32

 

$

149.8

 

 


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

**  The number and types of other accounts managed by the portfolio manager and assets under management in those accounts are as of February 3, 2020.

 

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.

 

20


 

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of December 31, 2019 (unless otherwise noted) is as follows:

 

PORTFOLIO MANAGER

 

 

 

DOLLAR RANGE OF EQUITY SECURITIES BENEFICIALLY OWNED

DOMENIC COLASACCO

 

Boston Trust Asset Management Fund

 

Over $1,000,000

 

 

Boston Trust Equity Fund

 

Over $1,000,000

 

 

 

 

 

KENNETH SCOTT

 

Boston Trust SMID Cap Fund

 

0

 

 

Walden SMID Cap Fund

 

$100,001-$500,000

 

 

Boston Trust 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 Balanced Fund

 

$0

 

 

Walden International Equity Fund

 

$100,001-$500,000

 

 

 

 

 

RICHARD WILLIAMS

 

Boston Trust Midcap Fund

 

$1-$10,000

 

 

Boston Trust SMID Cap Fund

 

$1-$10,000

 

 

Boston Trust Walden Small Cap Fund

 

$10,001-$50,000

 

 

Walden Midcap Fund

 

$1-$10,000

 

 

Walden SMID Cap Fund

 

$1-$10,000

 

 

 

 

 

LEANNE MOORE*

 

Boston Trust Midcap Fund

 

$0

 

 

Boston Trust SMID Cap Fund

 

$0

 

 

Boston Trust Walden Small Cap Fund

 

$0

 

 

 

 

 

NATHANIEL RILEY

 

Walden International Equity Fund

 

$10,001-$50,000

 

 

 

 

 

DAVID SANDELL

 

Walden International Equity Fund

 

$10,001-$50,000

 

 

 

 

 

MARK ZAGATA*

 

Boston Trust Midcap Fund

 

0

 

 

Walden Midcap Fund

 

$10,001-$50,000

 

 

 

 

 

JASON T. O’CONNELL

 

Boston Trust Asset Management Fund

 

0

 

 

Boston Trust Equity Fund

 

$1-$10,000

 

 

 

 

 

AMY CRANDALL KASER

 

Boston Trust Asset Management Fund

 

$50,001-$100,000

 

 

Boston Trust Equity Fund

 

$50,001-$100,000

 


*   As of March 31, 2020.

 

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.  Foreside Financial Services, LLC (the “Distributor” or “Foreside”) 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 Walden 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 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.

 

21


 

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

 

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

 

Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Adviser may receive orders for transactions on behalf of the Funds. The Adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing the Funds’ brokerage transactions which are in excess of the amount of commission another broker would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of that particular transaction or in terms of all of the accounts over which it exercises investment discretion. Any such research and other statistical and factual information provided by brokers to the Funds or to the Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser under its respective agreement regarding management of the Funds. The cost, value and specific application of such information are indeterminable and hence are not practicably allocable among the Funds and other clients of the Adviser who may indirectly benefit from the availability of such information. Similarly, the Funds may indirectly benefit from information made available as a result of transactions effected for such other clients. Under the Investment Advisory Agreement, the Adviser is permitted to pay higher brokerage commissions for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934. In the event the Adviser does follow such a practice, it will do so on a basis which is fair and equitable to the Trust and the Funds. For each of the past three fiscal periods ended December 31, 2017, December 31, 2018, and December 31, 2019 the Funds paid commissions to firms that provide brokerage and research services to the Funds as follows:

 

FUND

 

 

 

12/31/2017

 

12/31/2018

 

12/31/2019

 

Boston Trust Asset Management Fund

 

Commissions

 

$

18,732

 

$

9,801

 

$

9,035

 

 

 

Aggregate Portfolio Transactions

 

$

70,153,668

 

$

39,839,492

 

$

29,886,278

 

Boston Trust Equity Fund

 

Commissions

 

$

5,683

 

$

3,309

 

$

3,373

 

 

 

Aggregate Portfolio Transactions

 

$

23,914,483

 

$

8,018,100

 

$

11,810,751

 

Boston Trust Midcap Fund

 

Commissions

 

$

7,998

 

$

10,551

 

$

22,923

 

 

 

Aggregate Portfolio Transactions

 

$

25,503,085

 

$

39,967,108

 

$

85,945,475

 

Boston Trust SMID Cap Fund

 

Commissions

 

$

22,196

 

$

13,893

 

$

19,862

 

 

 

Aggregate Portfolio Transactions

 

$

65,142,237

 

$

45,006,869

 

$

74,628,697

 

Boston Trust Walden Small Cap Fund

 

Commissions

 

$

73,223

 

$

84,214

 

$

63,765

 

 

 

Aggregate Portfolio Transactions

 

$

165,686,129

 

$

251,417,730

 

$

157,217,893

 

Walden Balanced Fund

 

Commissions

 

$

5,007

 

$

3,787

 

$

4,623

 

 

 

Aggregate Portfolio Transactions

 

$

17,437,938

 

$

14,171,725

 

$

19,899,379

 

Walden Equity Fund

 

Commissions

 

$

14,439

 

$

6,332

 

$

10,460

 

 

 

Aggregate Portfolio Transactions

 

$

53,808,834

 

$

22,040,262

 

$

49,786,946

 

Walden Midcap Fund

 

Commissions

 

$

6,349

 

$

5,022

 

$

7,786

 

 

 

Aggregate Portfolio Transactions

 

$

20,151,053

 

$

19,130,484

 

$

28,249,232

 

Walden SMID Cap Fund

 

Commissions

 

$

10,685

 

$

8,028

 

$

10,842

 

 

 

Aggregate Portfolio Transactions

 

$

27,013,404

 

$

25,629,967

 

$

32,992,747

 

Walden International Equity Fund

 

Commissions

 

$

26,586

 

$

5,862

 

$

20,282

 

 

 

Aggregate Portfolio Transactions

 

$

27,015,129

 

$

5,869,493

 

$

20,455,373

 

 

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.

 

22


 

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

 

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

 

For each of the past three fiscal periods ended December 31, 2017, December 31, 2018, and December 31, 2019 the Funds paid brokerage commissions as follows:

 

FUND

 

12/31/2017

 

12/31/2018

 

12/31/2019

 

Boston Trust Asset Management Fund

 

$

18,732

 

$

9,801

 

$

9,035

 

Boston Trust Equity Fund

 

$

5,683

 

$

3,309

 

$

3,373

 

Boston Trust Midcap Fund

 

$

7,998

 

$

10,551

 

$

22,923

 

Boston Trust SMID Cap Fund

 

$

22,196

 

$

13,893

 

$

19,862

 

Boston Trust Walden Small Cap Fund

 

$

73,223

 

$

84,214

 

$

63,765

 

Walden Balanced Fund

 

$

5,007

 

$

3,787

 

$

4,623

 

Walden Equity Fund

 

$

14,439

 

$

6,332

 

$

10,460

 

Walden Midcap Fund

 

$

6,349

 

$

5,022

 

$

7,786

 

Walden SMID Cap Fund

 

$

10,685

 

$

8,028

 

$

10,842

 

Walden International Equity Fund

 

$

26,586

 

$

5,862

 

$

20,282

 

 

During the fiscal year ended December 31, 2019, the Funds acquired securities issued by their regular brokers or dealers, or their parent companies, as reflected in the table below. The following shows the aggregate holdings of the securities of each such issuer as of December 31, 2019. (For these purposes a regular broker or dealer includes any of the (a) ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the Trust’s portfolio transactions during its most recent fiscal year, (b) ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the Trust during its most recent fiscal year, or (c) ten brokers or dealers that sold the largest dollar amount of securities of the Funds during the Trust’s most recent fiscal year.)

 

FUND

 

SECURITY

 

DEBT/EQUITY

 

VALUE

 

Boston Trust Asset Management Fund

 

Wells Fargo Securities, LLC

 

Debt

 

2,119,476

 

Walden International Equity Fund

 

Nomura Securities International, INC.

 

Equity

 

502,763

 

 

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”), as amended January 1, 2019.

 

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 SEC 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

 

23


 

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 SEC 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 as amended January 1, 2019 (“Administration Fee”), plus certain base fees. The Administration Fee is calculated daily and paid periodically at an annual rate of up to 0.035% on Trust aggregate net assets of the first $500 million in Trust assets, 0.015% on Trust aggregate net assets of the next $500 million, 0.0075% on Trust aggregate net assets of the next $500 million, and 0.0050% on Trust aggregate net assets 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 book services.

 

Prior to January 1, 2019, the Administrator received a tiered fee from the Trust for its services as Administrator pursuant to the Services Agreement. The services fee was 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 received $59,500 per Fund per year for Fund administration services and $7,500 per Fund per year for Regulatory Administration and board book services.

 

For each of the past three fiscal periods ended December 31, 2017, December 31, 2018, and December 31, 2019, the Funds paid the Administrator a total of Administration Fees and Services Fees as follows:

 

FUND

 

12/31/2017

 

12/31/2018

 

12/31/2019

 

Boston Trust Asset Management Fund

 

$

360,797

 

$

356,225

 

$

288,743

 

Boston Trust Equity Fund

 

$

103,494

 

$

94,334

 

$

79,329

 

Boston Trust Midcap Fund

 

$

45,282

 

$

103,605

 

$

59,144

 

Boston Trust SMID Cap Fund

 

$

21,510

 

$

78,417

 

$

47,631

 

Boston Trust Walden Small Cap Fund

 

$

290,494

 

$

214,114

 

$

136,019

 

Walden Balanced Fund

 

$

90,371

 

$

66,104

 

$

78,479

 

Walden Equity Fund

 

$

152,710

 

$

105,723

 

$

123,056

 

Walden Midcap Fund

 

$

34,641

 

$

35,181

 

$

29,766

 

Walden SMID Cap Fund

 

$

33,939

 

$

45,986

 

$

30,495

 

Walden International Equity Fund

 

$

22,748

 

$

30,794

 

$

26,787

 

 

Under the CCO Agreement, Citi also provides infrastructure and support in implementing the written policies and procedures comprising the Funds’ compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Funds paid Citi $150,000 for the year ended December 31, 2019, plus certain out of pocket expenses. Citi pays the salary and other compensation earned by the CCO as an employee of Citi.

 

In addition, the Administrator provides certain fund accounting services to the Funds pursuant to the Services Agreement dated as of June 30, 2016 and amended January 1, 2019. Under such Agreement, the Administrator 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 Board of Trustees or by the Administrator.

 

24


 

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 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 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 Walden 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 Walden Small Cap Fund, Boston Trust SMID Cap Fund, Walden Balanced Fund, Walden Equity Fund, Walden Midcap Fund and Walden SMID Cap Fund pursuant to the Custody Agreement dated as of March 23, 1999. Citibank serves as the sub-custodian for these Funds.

 

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 Walden Company is an affiliate of the Funds and it receives fees for the custodial services it provides. Citibank is also compensated for its services.

 

TRANSFER AGENCY SERVICES

 

Boston Trust Walden 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 Funds 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

 

25


 

may be compensated under the Shareholder Services 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 Funds, to financial intermediaries as incentives to market the Funds, 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 Funds and shareholder financial planning needs; (f) providing shareholder and administrative services; and (g) providing other distribution-related or asset retention services.

 

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

 

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

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

The independent registered public accounting firm of Cohen & Company, Ltd., 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 Board of Trustees.

 

LEGAL COUNSEL

 

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

 

ADDITIONAL INFORMATION

 

DESCRIPTION OF SHARES

 

The Trust is a Massachusetts business trust organized on January 8, 1992. The 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 consist of several funds organized as separate series of shares. The 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

 

26


 

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 Funds 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 & PRINCIPAL HOLDERS OF SECURITIES

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. Ms. Santini is Managing Director of Boston Trust Walden 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 Boston Trust Walden Corporation, the parent company of Boston Trust Walden Company. As a result, Ms. Santini and/or the Boston Trust Walden 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 April 1, 2020:

 

Fund/Class

 

No. of Shares

 

Percent of
The Class
Total Assets
Held By The
Shareholder

 

 

 

 

 

 

 

100 — Boston Trust Walden Small Cap Fund

 

 

 

 

 

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

7,231,831.214

 

24.51

%

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

6,449,506.578

 

21.86

%

 

27


 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

5,935,075.561

 

20.12

%

 

 

 

 

 

 

Blue Cross & Blue Shield MA HMO Blue

 

 

 

 

 

101 Huntington Avenue Suite 1300

 

 

 

 

 

Boston, MA 02199-7611

 

1,480,021.314

 

5.02

%

 

 

 

 

 

 

101 — Boston Trust Midcap Fund

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o U.S. Bank N/A

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,965,240.844

 

27.20

%

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,180,735.394

 

16.34

%

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

1,118,512.608

 

15.48

%

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

1,116,403.087

 

15.45

%

 

 

 

 

 

 

Td Ameritrade Clearing, Inc.

 

 

 

 

 

1005 North Ameritrade Place

 

 

 

 

 

Bellevue, NE 68005

 

889,401.709

 

12.31

%

 

 

 

 

 

 

102 — Boston Trust Asset Management Fund

 

 

 

 

 

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

4,705,097.703

 

44.05

%

 

 

 

 

 

 

Capinco, c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

4,211,979.146

 

39.44

%

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

811,925.668

 

7.60

%

 

 

 

 

 

 

103 — Boston Trust Equity Fund

 

 

 

 

 

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

2,438,398.907

 

47.06

%

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

2,078,652.257

 

40.11

%

 

28


 

Washington & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

374,244.538

 

7.22

%

 

 

 

 

 

 

104 — Boston Trust SMID Cap Fund

 

 

 

 

 

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

5,406,651.931

 

67.24

%

 

 

 

 

 

 

SEI Private Trust Company

 

 

 

 

 

c/o Johnson Bank

 

 

 

 

 

Attn. Mutual Funds Administrator

 

 

 

 

 

One Freedom Valley Drive

 

 

 

 

 

Oaks, PA 19456

 

1,087,669.135

 

13.53

%

 

 

 

 

 

 

TIAA

 

 

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

Attn. Trust Operations

 

 

 

 

 

St Louis, MO 631022733

 

812,685.568

 

10.11

%

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

427,584.641

 

5.32

%

 

 

 

 

 

 

200 — Walden Equity Fund

 

 

 

 

 

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

2,226,814.017

 

24.02

%

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

2,018,114.511

 

21.77

%

 

 

 

 

 

 

TIAA

 

 

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

Attn Trust Operations

 

 

 

 

 

St Louis, MO 63102-2733

 

1,589,362.947

 

17.15

%

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

1,379,091.263

 

14.88

%

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

582,338.795

 

6.28

%

 

 

 

 

 

 

202 — Walden Balanced Fund

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

2,802,335.871

 

36.74

%

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

1,188,115.360

 

15.57

%

 

29


 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,186,431.916

 

15.55

%

 

 

 

 

 

 

TIAA

 

 

 

 

 

211 North Broadway Suite 1000

 

 

 

 

 

Attn Trust Operations

 

 

 

 

 

St Louis, MO 631022733

 

1,021,553.091

 

13.39

%

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

585,870.540

 

7.68

%

 

 

 

 

 

 

203 — Walden Midcap Fund

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,928,147.161

 

51.74

%

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

604,778.946

 

16.23

%

 

 

 

 

 

 

Washington & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

250,314.835

 

6.72

%

 

 

 

 

 

 

Pershing LLC

 

 

 

 

 

One Pershing Plaza

 

 

 

 

 

Product Support, 14th Floor

 

 

 

 

 

Jersey City, NJ 07399

 

229,931.457

 

6.17

%

 

 

 

 

 

 

204 — Walden SMID Cap Fund

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,175,101.927

 

34.82

%

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

434,211.008

 

12.87

%

 

 

 

 

 

 

Charles Schwab & Co., Inc.

 

 

 

 

 

211 Main Street

 

 

 

 

 

San Francisco, CA 94105

 

422,921.589

 

12.53

%

 

 

 

 

 

 

National Financial Services LLC

 

 

 

 

 

Newport Office Center III 5th Floor

 

 

 

 

 

499 Washington Boulevard

 

 

 

 

 

Jersey City, NJ 07310

 

243,252.241

 

7.21

%

 

 

 

 

 

 

Merrill Lynch, Pierce, Fenner & Smith

 

 

 

 

 

4800 Deer Lake Dr. E Fl 2

 

 

 

 

 

Jacksonville, FL 32246-6484

 

212,265.687

 

6.29

%

 

30


 

205 — Walden International Equity Fund

 

 

 

 

 

 

 

 

 

 

 

Capinco c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

2,560,591.858

 

52.93

%

 

 

 

 

 

 

Band & Co c/o U.S. Bank N.A.

 

 

 

 

 

PO Box 1787

 

 

 

 

 

Milwaukee, WI 53201

 

1,597,311.502

 

33.02

%

 

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 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.

 

31


 

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 Funds 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 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. 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.

 

32


 

As of the end of its tax year ended December 31, 2019, the following Fund has net capital loss carryforwards (“CLCFs”) not subject to expiration as summarized in the table below.

 

Fund

 

Short Term

 

Long Term

 

Total

 

Walden International Equity Fund

 

$

 

$

114,689

 

$

114,689

 

 

During the year ended December 31, 2019, the following Fund utilized capital loss carry forwards to offset realized capital gains:

 

Fund

 

Amount

 

Walden International Equity Fund

 

$

120,432

 

 

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

 

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

 

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

 

Transactions in options, futures and forward contracts undertaken by the Funds may result in “straddles” for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by the Funds, and losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Funds may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.

 

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

 

CONSTRUCTIVE SALES. Under certain 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

 

33


 

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

 

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

 

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

 

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

 

YIELDS AND TOTAL RETURNS

 

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

 

a - b

Yield = 2 [(cd + 1)exp(6) - 1]

 

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

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

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

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

 

34


 

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

 

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

 

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

 

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

 

Average Annual

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

 

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

P                                                                           = hypothetical initial payment of $1,000.

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

 

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

 

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

 

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

P                                                              = hypothetical initial payment of $1,000.

 

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

 

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

 

35


 

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 Walden 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 Walden Small Cap Fund includes the performance of the Collective Fund for periods prior to the Boston Trust Walden Small Cap Fund’s commencement of operations as adjusted to reflect the expenses of the Fund.

 

PERFORMANCE COMPARISONS

 

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

 

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

 

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

 

36


 

PROXY VOTING

 

The Board of Trustees has adopted proxy voting policies and procedures, pursuant to which the Board of Trustees has 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 of Trustees 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 SEC’s website at http://www.sec.gov., or (3) on the Funds’ website at www.bostontrustwalden.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-PORT. The Adviser may make Fund holdings available more frequently than quarterly on the Funds’ website at www.bostontrustwalden.com. As a general matter, in order to protect the confidentiality of the Funds’ portfolio holdings, no information concerning the portfolio holdings of the Funds may be disclosed to any unaffiliated third party except: (1) to service providers that require such information in the course of performing their duties (such as the Funds’ custodian, fund accountants, investment adviser, administrator, independent public accountants, attorneys, officers and trustees and each of their respective affiliates and advisors) and are subject to a duty of confidentiality; (2) in marketing materials; or (3) pursuant to certain enumerated exceptions that serve a legitimate business purpose. These exceptions include: (1) disclosure of portfolio holdings only after such information has been publicly disclosed, (2) in response to requests for proposals (RFPs) from consultants or potential clients that request holdings information as of a certain date and for certain periods that may be more frequent than the parameters set out above, provided such requests are on a one-time basis and do not result in continued receipt of data, and such information is provided subject to the confidentiality conditions discussed below and the data is used for legitimate business purposes; and (3) to third-party vendors, such as Morningstar Investment Services, Inc. and Lipper Analytical Services that (a) agree to not distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling the Funds before the portfolio holdings or results of the analysis become publicly available; and (b) sign a written confidentiality agreement, or where the Board of Trustees has determined that the policies 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 of Trustees.

 

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 of Trustees. 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

 

37


 

the Funds. Any amendments to these policies and procedures must be approved and adopted by the Board of Trustees. The Board of Trustees may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio holdings information beyond those found in the policies and procedures, as necessary.

 

MISCELLANEOUS

 

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

 

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

 

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

 

FINANCIAL STATEMENTS

 

The financial statements of each Fund appearing in the Funds’ Annual Report to Shareholders for the fiscal period ended December 31, 2019 have been audited by Cohen & Company, Ltd., the Funds’ independent registered public accounting firm, and are incorporated herein by reference.

 

38


 

PART C

 

OTHER INFORMATION

 

ITEM 28. EXHIBITS

 

(a)

 

Form of Declaration of Trust, as amended and restated February 25, 2020, is filed herewith.

 

 

 

(b)

 

By-Laws of the Trust are filed herewith.

 

 

 

(c)

 

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

 

 

 

(d)(1)

 

Investment Advisory Agreement between Registrant and Boston Trust Walden, Inc. (3)

 

 

 

(d)(2)

 

Amendment to Investment Advisory Agreement dated May 24, 2012 (11)

 

 

 

(d)(3)

 

Amendment to Investment Advisory Agreement dated June 9, 2015 (15)

 

 

 

(d)(4)

 

Amendment to Investment Advisory Agreement dated March 1, 2018 (17)

 

 

 

(d)(5)

 

Amendment to Investment Advisory Agreement dated September 4, 2019 (20)

 

 

 

(e)(1)

 

Distribution Agreement between Registrant and Foreside Financial Group, LLC dated August 12, 2016 (16)

 

 

 

(e)(2)

 

Novation of Distribution Agreement dated February 28, 2017 (16)

 

 

 

(e)(3)

 

Amendment to the Distribution Agreement dated September 4, 2019 (20)

 

 

 

(f)

 

Not Applicable

 

 

 

(g)(1)

 

Custody Agreement between Registrant and Boston Trust & Investment Management Company (formerly United States Trust Company of Boston) (1)

 

C-1


 

(g)(2)

 

Amended Schedule A to the Custody Agreement dated August 12, 2011 (5)

 

 

 

(g)(3)

 

Amendment to Custody Agreement dated May 24, 2012 (6)

 

 

 

(g)(4)

 

Amendment to Custody Agreement dated December 6, 2012 is filed herewith.

 

 

 

(g)(5)

 

Amendment to Custody Agreement dated March 16, 2016 (9)

 

 

 

(g)(6)

 

Amendment to Custody Agreement dated September 4, 2019 (14)

 

 

 

(g)(7)

 

Global Custodial Services Agreement between the Registrant and Citibank, N.A. dated June 9, 2015 (8)

 

 

 

(g)(8)

 

Amendment to Global Custodial Services Agreement dated January 1, 2019 (12)

 

 

 

(g)(9)

 

Amendment to Global Custodial Services Agreement dated September 4, 2019 (14)

 

 

 

(h)(1)

 

Services Agreement between the Registrant and Citi Fund Services Ohio, Inc. effective as of June 30, 2016 (10)

 

 

 

(h)(2)

 

Amendment to the Services Agreement effective as of June 1, 2018 (11)

 

 

 

(h)(3)

 

Amendment to the Services Agreement effective January 1, 2019 (12)

 

 

 

(h)(4)

 

Amendment to the Services Agreement dated September 4, 2019 (14)

 

 

 

(h)(5)

 

Transfer Agency Agreement between the Registrant and United States Trust Company of Boston Management Company (4)

 

 

 

(h)(6)

 

Amendment to Transfer Agency Agreement dated May 24, 2012 (6)

 

 

 

(h)(7)

 

Amendment to Transfer Agency Agreement dated December 6, 2012 is filed herewith.

 

 

 

(h)(8)

 

Amendment to Transfer Agency Agreement dated June 9, 2015 is filed herewith.

 

 

 

(h)(9)

 

Amended Schedule A to Transfer Agency Agreement (10)

 

 

 

(h)(10)

 

Amendment to Transfer Agency Agreement dated September 4, 2019 (14)

 

 

 

(h)(11)

 

Amended and Restated Sub-Transfer Agency Agreement between Registrant, Boston Trust & Investment Management, Inc. and Citi Fund Services Ohio, Inc. (4)

 

 

 

(h)(12)

 

Amendment to Amended and Restated Sub-Transfer Agency Agreement dated May 20, 2015 (evidencing assignment to SunGard Investor Services, LLC) (8)

 

 

 

(h)(13)

 

Amendment to Sub-Transfer Agency Agreement dated March 29, 2019 is filed herewith.

 

 

 

(h)(14)

 

Amendment to Sub-Transfer Agency Agreement dated September 4, 2019 (evidencing acquisition by FIS Investors Services, LLC) (14)

 

 

 

(h)(15)

 

Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc. (13)

 

 

 

(h)(16)

 

Amendment to Expense Limitation Agreement dated September 4, 2019 (14)

 

 

 

(h)(17)

 

Compliance Services Agreement between Registrant and Citi Fund Services Ohio, Inc. dated as of June 30, 2016 (10)

 

 

 

(h)(18)

 

Amendment to the CCO Agreement between the Trust and Citi Fund Services Ohio, Inc. dated September 4, 2019 (14)

 

 

 

(h)(19)

 

Amended Shareholder Servicing Plan (8)

 

 

 

(h)(20)

 

Shareholder Services Plan dated December 6, 2007, as amended (14)

 

C-2


 

(i)(1)

 

Opinion of Counsel (13)

 

 

 

(i)(2)

 

Consent of Counsel is filed herewith.

 

 

 

(j)

 

Consent of Independent Registered Public Accounting Firm is filed herewith.

 

 

 

(k)

 

Not Applicable

 

 

 

(l)

 

Not Applicable

 

 

 

(m)

 

Not Applicable

 

 

 

(n)

 

Not Applicable

 

 

 

(o)

 

Not Applicable

 

 

 

(p)(1)

 

Code of Ethics of Registrant (2)

 

 

 

(p)(2)

 

(Second) Code of Ethics (the Citi Fund Services Ohio, Inc. Code of Ethics) for Officers of the Registrant (19)

 

 

 

(p)(3)

 

Code of Ethics of Foreside Financial Group, LLC (16)

 

 

 

(p)(4)

 

Code of Ethics of Boston Trust Walden Inc. (19)

 


(1)

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

(2)

Filed with Post-Effective Amendment No. 103 on July 28, 2004 and incorporated by reference herein.

(3)

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

(4)

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

(5)

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

(6)

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

(7)

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

(8)

Filed with Post-Effective Amendment No. 136 on July 27, 2010 and incorporated by reference herein.

(9)

Filed with Post-Effective Amendment No. 137 on May 18, 2011 and incorporated by reference herein.

(10)

Filed with Post-Effective Amendment No. 140 on September 8, 2011 and incorporated by reference herein.

(11)

Filed with Post-Effective Amendment No. 143 on July 27, 2012 and incorporated by reference herein.

(12)

Filed with Post-Effective Amendment No. 145 on May 17, 2013 and incorporated by reference herein.

(13)

Filed with Post-Effective Amendment No. 149 on September 27, 2013 and incorporated by reference herein.

(14)

Filed with Post-Effective Amendment No. 153 on July 28, 2015 and incorporated by reference herein.

(15)

Filed with Post-Effective Amendment No. 155 on May 31, 2016 and incorporated by reference herein.

(16)

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

(17)

Filed with Post-Effective Amendment No. 160 on April 24, 2018 and incorporated by reference herein.

(18)

Filed with Post-Effective Amendment No. 162 on February 15, 2019 and incorporated by reference herein.

(19)

Filed with Post-Effective Amendment No. 163 on April 16, 2019 and incorporated by reference herein.

(20)

Filed with Post-Effective Amendment No. 165 on September 4, 2019 and incorporated by reference herein.

(21)

Filed with Post-Effective Amendment No. 167 on February 4, 2020 and incorporated by reference herein.

 

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

 

Not applicable.

 

C-3


 

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.

 

(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:

 

C-4


 

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

 

As of March 31, 2020

 

Item 32.                                                  Foreside Financial Services, LLC (f/k/a/ BHIL Distributors, LLC)

 

Item 32(a)                                      Foreside Financial Services, LLC (f/k/a/ BHIL Distributors, LLC) (the “Distributor”) serves as principal underwriter for the following investment companies registered under the Investment Company Act of 1940, as amended:

 

1.              13D Activist Fund, Series of Northern Lights Fund Trust

2.              AAMA Equity Fund, Series of Asset Management Fund

3.              AAMA Income Fund, Series of Asset Management Fund

4.              Advisers Investment Trust

5.              BMO Funds, Inc.

6.              BMO LGM Frontier Markets Equity Fund

7.              Boston Trust Walden Funds (f/k/a The Boston Trust & Walden Funds)

8.              Cook & Bynum Funds Trust

9.              Diamond Hill Funds

10.       Driehaus Mutual Funds

11.       FlowStone Opportunity Fund

12.       FNEX Ventures

13.       Praxis Mutual Funds

14.       Rimrock Funds Trust

15.       SA Funds — Investment Trust

16.       Sequoia Fund, Inc.

 

C-5


 

Item 32(b)                                      The following are the Officers and Manager of the Distributor.  The Distributor’s main business address is Three Canal Plaza, Suite 100, Portland, Maine 04101.

 

Name

 

Address

 

Position with Underwriter

 

Position with Registrant

Richard J. Berthy

 

Three Canal Plaza, Suite 100, Portland, ME 04101

 

President, Treasurer and Manager

 

None

Mark A. Fairbanks

 

Three Canal Plaza, Suite 100, Portland, ME 04101

 

Vice President

 

None

Jennifer K. DiValerio

 

899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312

 

Vice President

 

None

Susan K. Moscaritolo

 

899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312

 

Vice President and Chief Compliance Officer

 

None

Jennifer E. Hoopes

 

Three Canal Plaza, Suite 100, Portland, ME 04101

 

Secretary

 

None

 

Item 32(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 Walden 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 Walden 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-6


 

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 Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston in the Commonwealth of Massachusetts on the 20th day of April, 2020.

 

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 23, 2020

Diane E. Armstrong*

 

 

 

 

 

 

 

 

 

/s/ Michael M. Van Buskirk

 

Trustee

 

April 23, 2020

Michael M. Van Buskirk*

 

 

 

 

 

 

 

 

 

/s/ Elizabeth E. McGeveran

 

Trustee

 

April 23, 2020

Elizabeth E. McGeveran*

 

 

 

 

 

 

 

 

 

/s/ Lucia B. Santini

 

Trustee and President

 

April 20, 2020

Lucia B. Santini

 

Principal Executive Officer

 

 

 

 

 

 

 

/s/ Heidi Soumerai

 

Trustee

 

April 20, 2020

Heidi Soumerai

 

 

 

 

 

 

 

 

 

/s/ Jennifer Ellis

 

Treasurer

 

April 23, 2020

Jennifer Ellis*

 

Principal Financial and Accounting Officer

 

 

 

By:

/s/ Michael V. Wible

 

 

Michael V. Wible, as attorney-in-fact

 

 

*  Pursuant to power of attorney

 


 

Exhibit Index

 

Exhibits

 

 

(a)

 

Form of Declaration of Trust, as amended and restated February 25, 2020

 

 

 

(b)

 

By-Laws of the Trust

 

 

 

(g)(4)

 

Amendment to Custody Agreement dated December 6, 2012

 

 

 

(h)(7)

 

Amendment to Transfer Agency Agreement dated December 6, 2012

 

 

 

(h)(8)

 

Amendment to Transfer Agency Agreement dated June 9, 2015

 

 

 

(h)(13)

 

Amendment to Sub-Transfer Agency Agreement dated March 29, 2019

 

 

 

(i)(2)

 

Consent of Counsel

 

 

 

(j)

 

Consent of Independent Registered Public Accounting Firm

 


Exhibit 99.B(a)

 

“FORM OF”

Approved by Boston Trust Walden Funds Board of Trustees- February 25, 2020

 

BOSTON TRUST WALDEN FUNDS

 

AMENDED AND RESTATED DECLARATION OF TRUST

DATED AS OF: February 25, 2020

 


 

TABLE OF CONTENTS

 

 

 

Page

 

 

Article I

NAME AND DEFINITIONS

1

 

 

Section 1.1.

Name

1

 

 

 

Section 1.2.

Definitions

1

 

 

Article II

TRUSTEES

3

 

 

Section 2.1.

General Powers

3

 

 

 

Section 2.2.

Investments

3

 

 

 

Section 2.3.

Legal Title

5

 

 

 

Section 2.4.

Issuance and Repurchase of Shares

5

 

 

 

Section 2.5.

Delegation; Committees

5

 

 

 

Section 2.6.

Collection and Payment

5

 

 

 

Section 2.7.

Expenses

6

 

 

 

Section 2.8.

Manner of Acting; By-laws

6

 

 

 

Section 2.9.

Miscellaneous Powers

6

 

 

 

Section 2.10.

Principal Transactions

6

 

 

 

Section 2.11.

Number of Trustees

7

 

 

 

Section 2.12.

Election and Term

7

 

 

 

Section 2.13.

Resignation and Removal

7

 

 

 

Section 2.14.

Vacancies

7

 

 

 

Section 2.15.

Delegation of Power to Other Trustees

8

 

 

 

Article III

CONTRACTS

8

 

 

 

Section 3.1.

Distribution Contract

8

 

 

 

Section 3.2.

Advisory or Management Contract

8

 

 

 

Section 3.3.

Administrator

9

 

 

 

Section 3.4.

Transfer Agent and Shareholder Servicing Agents

9

 

 

 

Section 3.5.

Affiliations of Trustees or Officers, Etc.

9

 

 

 

Section 3.6.

Compliance with 1940 Act

9

 

 

 

Article IV

LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS

10

 

 

 

Section 4.1.

No Personal Liability of Shareholders, Trustees, Etc.

10

 

 

 

Section 4.2.

Non-Liability of Trustees, Etc.

10

 

i


 

TABLE OF CONTENTS

(continued)

 

 

 

Page

 

 

 

Section 4.3.

Mandatory Indemnification

10

 

 

 

Section 4.4.

No Bond Required of Trustees

12

 

 

 

Section 4.5.

No Duty of Investigation; Notice in Trust Instruments, Etc.

12

 

 

 

Section 4.6.

Reliance on Experts, Etc.

12

 

 

 

Article V

SHARES OF BENEFICIAL INTEREST

13

 

 

 

Section 5.1.

Beneficial Interest

13

 

 

 

Section 5.2.

Rights of Shareholders

13

 

 

 

Section 5.3.

Trust Only

13

 

 

 

Section 5.4.

Issuance of Shares

13

 

 

 

Section 5.5.

Register of Shares

13

 

 

 

Section 5.6.

Transfer of Shares

14

 

 

 

Section 5.7.

Notices, Reports

14

 

 

 

Section 5.8.

Treasury Shares

14

 

 

 

Section 5.9.

Voting Powers

14

 

 

 

Section 5.10.

Meetings of Shareholders

15

 

 

 

Section 5.11.

Series Designation

15

 

 

 

Section 5.12.

Assent to Declaration of Trust

17

 

 

 

Section 5.13.

Class Designation

17

 

 

 

Article VI

REDEMPTION AND REPURCHASE OF SHARES

18

 

 

 

Section 6.1.

Redemption of Shares

18

 

 

 

Section 6.2.

Price

18

 

 

 

Section 6.3.

Payment

18

 

 

 

Section 6.4.

Effect of Suspension of Determination of Net Asset Value

19

 

 

 

Section 6.5.

Repurchase by Agreement

19

 

 

 

Section 6.6.

Redemption of Sub-Minimum Accounts

19

 

 

 

Section 6.7.

Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure of Holding

19

 

 

 

Section 6.8.

Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula

20

 

 

 

Section 6.9.

Suspension of Right of Redemption

20

 

ii


 

TABLE OF CONTENTS

(continued)

 

 

 

Page

 

 

 

Article VII

DETERMINATION OF NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS

20

 

 

 

Section 7.1.

Net Asset Value

20

 

 

 

Section 7.2.

Distributions to Shareholders

21

 

 

 

Section 7.3.

Determination of Net Income; Constant Net Asset Value; Reduction of Outstanding Shares

21

 

 

 

Section 7.4.

Allocation Between Principal and Income

22

 

 

 

Section 7.5.

Power to Modify Foregoing Procedures

22

 

 

 

Article VIII

DURATION; TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.

22

 

 

 

Section 8.1.

Duration

22

 

 

 

Section 8.2.

Termination of Trust

22

 

 

 

Section 8.3.

Amendment Procedure

23

 

 

 

Section 8.4.

Merger, Consolidation and Sale of Assets

24

 

 

 

Section 8.5.

Incorporation

24

 

 

 

Article IX

REPORTS TO SHAREHOLDERS

24

 

 

Article X

MISCELLANEOUS

25

 

 

 

Section 10.1.

Resident Agent

25

 

 

 

Section 10.2.

Filing

25

 

 

 

Section 10.3.

Governing Law

25

 

 

 

Section 10.4.

Counterparts

25

 

 

 

Section 10.5.

Reliance by Third Parties

25

 

 

 

Section 10.6.

Provisions in Conflict with Law or Regulations

25

 

iii


 

BOSTON TRUST WALDEN FUNDS

AMENDED AND RESTATED DECLARATION OF TRUST

 

DATED AS OF FEBRUARY 25, 2020

 

DECLARATION OF TRUST initially made as of January 8, 1992 by the undersigned Trustees (together with all other persons from time to time duly elected, qualified and serving as Trustees in accordance with the provisions of Article II hereof, the “Trustees”), and amended and restated from time to time, most recently as of February 25, 2020;

 

WHEREAS, the Trustees desire to establish a trust for the investment and reinvestment of funds contributed thereto; and

 

WHEREAS, the Trustees desire that the beneficial interest in the trust assets be divided into transferable shares of beneficial interest, as hereinafter provided;

 

NOW, THEREFORE, the Trustees declare that all money and property contributed to the trust established hereunder shall be held and managed in trust for the benefit of the holders, from time to time, of the shares of beneficial interest issued hereunder and subject to the provisions hereof.

 

ARTICLE I
NAME AND DEFINITIONS

 

Section 1.1.                                 Name.  The name and principal business address of the Trust created hereby is “Boston Trust Walden Funds,” One Beacon Street, Boston, MA  02108.

 

Section 1.2.                                 Definitions.  Wherever they are used herein, the following terms have the following respective meanings:

 

(a)                                 “Administrator” means a party furnishing services to the Trust pursuant to any contract described in Section 3.3 hereof.

 

(b)                                 “By-laws” means the By-laws referred to in Section 2.8 hereof, as from time to time amended.

 

(c)                                  “Class” means the two or more classes, as may be established and designated from time to time by the Trustees pursuant to Section 5.13 hereof.

 

(d)                                 The term “Commission” has the meaning given it in the 1940 Act. The term “Interested Person” has the meaning given it in the 1940 Act, as modified by any applicable order or orders of the Commission. Except as otherwise defined by the Trustees in conjunction with the establishment of any series of Shares, the term “vote of a majority of the Shares outstanding and entitled to vote” shall have the same meaning as the term “vote of a majority of the outstanding voting securities” given it in the 1940 Act.

 


 

(e)                                  “Custodian” means any Person other than the Trust who has custody of any Trust Property as required by Section 17(f) of the 1940 Act, but does not include a system for the central handling of securities described in said Section 17(f).

 

(f)                                   “Declaration” means this Declaration of Trust as further amended from time to time. Reference in this Declaration of Trust to “Declaration,” “hereof.” “herein.” and “hereunder” shall be deemed to refer to this Declaration rather than exclusively to the article or section in which such words appear.

 

(g)                                  “Distributor” means the party, other than the Trust, to the contract described in Section 3.1 hereof.

 

(h)                                 “His” shall include the feminine and neuter, as well as the masculine genders.

 

(i)                                     “Investment Adviser” means the party, other than the Trust, to the contract described in Section 3.2 hereof.

 

(j)                                    “Municipal Bonds” means obligations issued by or on behalf of states, territories of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, the interest from which is exempt from regular Federal income tax.

 

(k)                                 The “1940 Act” means the Investment Company Act of 1940, as amended from time to time.

 

(l)                                     “Person” means and includes individuals, corporations, partnerships, trusts, associations, joint ventures and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof.

 

(m)                             “Series” individually or collectively means the two or more Series as may be established and designated from time to time by the Trustees pursuant to Section 5.11 hereof. Unless the context otherwise requires, the term “Series” shall include Classes into which shares of the Trust, or of a Series, may be divided from time to time.

 

(n)                                 “Shareholder” means a record owner of Outstanding Shares.

 

(o)                                 “Shareholder Servicing Agent” means a party furnishing services to the Trust pursuant to any shareholder servicing contract described in Section 3.4 hereof.

 

(p)                                 “Shares” means the equal proportionate units of interest into which the beneficial interest in the Trust shall be divided from time to time, including the Shares of any and all Series and Classes which may be established by the Trustees, and includes fractions of Shares as well as whole Shares. “Outstanding Shares” means those Shares shown from time to time on the books of the Trust or its Transfer Agent as then issued and outstanding, but shall not include Shares which have been redeemed or repurchased by the Trust and which are at the time held in the treasury of the Trust.

 

2


 

(q)                                 “Transfer Agent” means any one or more Persons other than the Trust who maintains the Shareholder records of the Trust, such as the list of Shareholders, the number of Shares credited to each account, and the like.

 

(r)                                    The “Trust” means the Trust referred to in Section 1.1.

 

(s)                                   The “Trust Property” means any and all property, real or personal, tangible or intangible, which is owned or held by or for the account of the Trust or the Trustees.

 

(t)                                    The “Trustees” means the person or persons who has or have signed this Declaration, so long as he or they shall continue in office in accordance with the terms hereof, and all other persons who may from time to time be duly qualified and serving as Trustees in accordance with the provisions of Article II hereof, and reference herein to a Trustee or the Trustees shall refer to such person or persons in this capacity or their capacities as trustees hereunder.

 

ARTICLE II
TRUSTEES

 

Section 2.1.                                 General Powers.  The Trustees shall have exclusive and absolute control over the Trust Property and over the business of the Trust to the same extent as if the Trustees were the sole owners of the Trust Property and business in their own right, but with such powers of delegation as may be permitted by this Declaration. The Trustees shall have power to conduct the business of the Trust and carry on its operations in any and all of its branches and maintain offices both within and without the Commonwealth of Massachusetts, in any and all states of the United States of America, in the District of Columbia, and in any and all commonwealths, territories, dependencies, colonies, possessions, agencies or instrumentalities of the United States of America and of foreign governments, and to do all such other things and execute all such instruments as they deem necessary, proper or desirable in order to promote the interests of the Trust although such things are not herein specifically mentioned. Any determination as to what is in the interests of the Trust made by the Trustees in good faith shall be conclusive. In construing the provisions of this Declaration, the presumption shall be in favor of a grant of power to the Trustees.

 

The enumeration of any specific power herein shall not be construed as limiting the aforesaid power. Such powers of the Trustees may be exercised without order of or resort to any court.

 

Section 2.2.                                 Investments.  The Trustees shall have the power:

 

(a)                                 To operate as and carry on the business of an investment company, and exercise all the powers necessary and appropriate to the conduct of such operations.

 

(b)                                 To invest in, hold for investment, or reinvest in, securities, including common and preferred stocks; warrants; bonds, debentures, bills, time notes and all other evidences of indebtedness; negotiable or non-negotiable instruments; any form of gold or other precious metal; commodity contracts; shares of, or any other interest in, any investment company as defined in the 1940 Act; government securities, including securities of any state, municipality or other

 

3


 

political subdivision thereof, or any governmental or quasi-governmental agency or instrumentality; and money market instruments including bank certificates of deposit, finance paper, commercial paper, bankers acceptances and all kinds of repurchase agreements, of any corporation, company, trust, association, firm or other business organization however established, and of any country, state, municipality or other political subdivision, or any governmental or quasi-governmental agency or instrumentality; “when issued” contracts for any such securities, contracts or interests; to retain Trust assets in cash and from time to time to change the securities contracts or interests in which the assets of the Trust are invested.

 

(c)                                  To acquire (by purchase, subscription or otherwise), to hold, to trade in and deal in, to acquire any rights or options to purchase or sell, to sell or otherwise dispose of, to lend, and to pledge any such securities, contracts or interests, and to enter into repurchase agreements and forward foreign currency exchange contracts, to purchase and sell futures contracts on securities, securities indices and foreign currencies, to purchase or sell options on such contracts, foreign currency contracts, and foreign currencies and to engage in all types of hedging and risk management transactions.

 

(d)                                 To exercise all rights, powers and privileges of ownership or interest in all securities, repurchase agreements, futures contracts and options and other assets included in the Trust Property, including the right to vote thereon and otherwise act with respect thereto and to do all acts for the preservation, protection, improvement and enhancement in value of all such assets.

 

(e)                                  To acquire (by purchase, lease or otherwise) and to hold, use, maintain, develop and dispose of (by sale or otherwise) any property, real or personal, including cash, and any interest therein.

 

(f)                                   To borrow money and in this connection issue notes or other evidence of indebtedness; to secure borrowings by mortgaging, pledging or otherwise subjecting as security the Trust Property; to endorse, guarantee, or undertake the performance of any obligation or engagement of any other Person and to lend Trust Property.

 

(g)                                  To aid by further investment any corporation, company, trust, association or firm, any obligation of or interest in which is included in the Trust Property or in the affairs of which the Trustees have any direct or indirect interest; to do all acts and things designed to protect, preserve, improve or enhance the value of such obligation or interest, and to guarantee or become surety on any or all of the contracts, stocks, bonds, notes, debentures and other obligations of any such corporation, company, trust, association or firm.

 

(h)                                 To enter into a plan of distribution and any related agreements whereby the Trust may finance directly or indirectly any activity which is primarily intended to result in the sale of Shares.

 

(i)                                     In general to carry on any other business in connection with or incidental to any of the foregoing powers, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either

 

4


 

alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

 

The foregoing clauses shall be construed both as objects and powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Trustees.

 

The Trustees shall not be limited to investing in obligations maturing before the possible termination of the Trust, nor shall the Trustees be limited by any law limiting the investments which may be made by fiduciaries.

 

Section 2.3.                                 Legal Title.  Legal title to all the Trust Property, including the property of any Series of the Trust, shall be vested in the Trustees as joint tenants except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine, provided that the interest of the Trust therein is deemed appropriately protected. The right, title and interest of the Trustees in the Trust Property and the property of each Series of the Trust shall vest automatically in each Person who may hereafter become a Trustee. Upon the termination of the term of office, resignation, removal or death of a Trustee he shall automatically cease to have any right, title or interest in any of the Trust Property or the property of any Series of the Trust, and the right, title and interest of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered.

 

Section 2.4.                                 Issuance and Repurchase of Shares.  The Trustees shall have the power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares and, subject to the provisions set forth in Articles VI and VII and Section 5.11 hereof, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property of the particular series of the Trust with respect to which such Shares are issued, whether capital or surplus or otherwise, to the full extent now or hereafter permitted by the laws of the Commonwealth of Massachusetts governing business corporations.

 

Section 2.5.                                 Delegation; Committees.  The Trustees shall have power to delegate from time to time to such of their number or to officers, employees or agents of the Trust the doing of such things and the execution of such instruments either in the name of the Trust or the names of the Trustees or otherwise as the Trustees may deem expedient, to the same extent as such delegation is permitted by the 1940 Act.

 

Section 2.6.                                 Collection and Payment.  The Trustees shall have power to collect all property due to the Trust; to pay all claims, including taxes, against the Trust Property; to prosecute, defend, compromise or abandon any claims relating to the Trust Property; to foreclose any security interest securing any obligations, by virtue of which any property is owed to the Trust; and to enter into releases, agreements and other instruments.

 

5


 

Section 2.7.                                 Expenses.  The Trustees shall have the power to incur and pay any expenses which in the opinion of the Trustees are necessary or incidental to carry out any of the purposes of this Declaration, and to pay reasonable compensation from the funds of the Trust to themselves as Trustees. The Trustees shall fix the compensation of all officers, employees and Trustees.

 

Section 2.8.                                 Manner of Acting; By-laws.  Except as otherwise provided herein or in the By-laws, any action to be taken by the Trustees may be taken by a majority of the Trustees present at a meeting of Trustees (a quorum being present), including any meeting held by means of a conference telephone circuit or similar communications equipment by means of which all persons participating in the meeting can hear each other, or by written consents of the entire number of Trustees then in office. The Trustees may adopt By-laws not inconsistent with this Declaration to provide for the conduct of the business of the Trust and may amend or repeal such By-laws to the extent such power is not reserved to the Shareholders.

 

Notwithstanding the foregoing provisions of this Section 2.8 and in addition to such provisions or any other provision of this Declaration or of the By-laws, the Trustees may by resolution appoint a committee consisting of less than the whole number of Trustees then in office, which committee may be empowered to act for and bind the Trustees and the Trust, as if the acts of such committee were the acts of all the Trustees then in office, with respect to the institution, prosecution, dismissal, settlement, review or investigation of any action, suit or proceeding which shall be pending or threatened to be brought before any court, administrative agency or other adjudicatory body.

 

Section 2.9.                                 Miscellaneous Powers.  Subject to Section 5.11 hereof, the Trustees shall have the power to:  (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) remove Trustees or fill vacancies in or add to their number, elect and remove such officers and appoint and terminate such agents or employees as they consider appropriate, and appoint from their own number, and terminate, any one or more committees which may exercise some or all of the power and authority of the Trustees as the Trustees may determine; (d) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, the Administrator, Trustees, officers, employees, agents, investment advisers, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (e) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (f) to the extent permitted by law, indemnify any person with whom the Trust has dealings, including the Investment Adviser, Distributor, Transfer Agent and selected dealers, to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method by which its accounts shall be kept; and (i) adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

 

Section 2.10.                          Principal Transactions.  Except in transactions not permitted by the 1940 Act or rules and regulations adopted by the Commission, the Trustees may, on behalf of the Trust,

 

6


 

buy any securities from or sell any securities to, or lend any assets of the Trust to, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member acting as principal, or have any such dealings with the Investment Adviser, Distributor or transfer agent or with any Interested Person of such Person; and the Trust may employ any such Person, or firm or company in which such Person is an Interested Person, as broker, legal counsel, registrar, transfer agent, dividend disbursing agent or Custodian upon customary terms.

 

Section 2.11.                          Number of Trustees.  The number of Trustees shall initially be two (2), and thereafter shall be such number as shall be fixed from time to time by a written instrument signed by a majority of the Trustees, provided, however, that the number of Trustees shall in no event be more than fifteen (15).

 

Section 2.12.                          Election and Term.  Except for the Trustees named herein or appointed to fill vacancies pursuant to Section 2.14 hereof, the Trustees shall be elected by the Shareholders owning of record a plurality of the Shares voting at a meeting of Shareholders. Such a meeting shall be held on a date fixed by the Trustees. Except in the event of resignation or removals pursuant to Section 2.13 hereof, each Trustee shall hold office until such time as less than a majority of the Trustees holding office have been elected by Shareholders. In such event the Trustees then in office will call a Shareholders’ meeting for the election of Trustees. Except for the foregoing circumstances, the Trustees shall continue to hold office and may appoint successor Trustees.

 

Section 2.13.                          Resignation and Removal.  Any Trustee may resign his trust (without the need for any prior or subsequent accounting) by an instrument in writing signed by him and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed (provided the aggregate number of Trustees after such removal shall not be less than one) with cause, by the action of two-thirds of the remaining Trustees.  Any Trustee may be removed at any meeting of Shareholders by vote of two-thirds of the Outstanding Shares. The Trustees shall promptly call a meeting of the shareholders for the purpose of voting upon the question of removal of any such Trustee or Trustees when requested in writing so to do by the holders of not less than ten percent (10%) of the Outstanding Shares and, in that connection, the Trustees will assist shareholder communications to the extent provided for in Section 16(c) under the 1940 Act. Upon the resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver such documents as the remaining Trustees shall require for the purpose of conveying to the Trust or the remaining Trustees any Trust Property or property of any series of the Trust held in the name of the resigning or removed Trustee. Upon the incapacity or death of any Trustee, his legal representative shall execute and deliver on his behalf such documents as the remaining Trustees shall require as provided in the preceding sentence.

 

Section 2.14.                          Vacancies.  The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, bankruptcy, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. No such vacancy shall operate to annul the Declaration or to revoke any existing agency created pursuant to the terms of the Declaration. In the case of an existing vacancy, including a vacancy existing by reason of an increase in the number of Trustees, subject to the provisions of Section 16(a) of the 1940 Act, the remaining Trustees shall fill such vacancy by the appointment of such other person as they in their

 

7


 

discretion shall see fit, made by a written instrument signed by a majority of the Trustees then in office. Any such appointment shall not become effective, however, until the person named in the written instrument of appointment shall have accepted in writing such appointment and agreed in writing to be bound by the terms of the Declaration.  An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement, resignation or increase in the number of Trustees, provided that such appointment shall not become effective prior to such retirement, resignation or increase in the number of Trustees. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 2.14, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by the Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees in office shall be conclusive evidence of the existence of such vacancy.

 

Section 2.15.                          Delegation of Power to Other Trustees.  Any Trustee may, by power of attorney, delegate his power for a period not exceeding six (6) months at any one time to any other Trustee or Trustees; provided that in no case shall less than two (2) Trustees personally exercise the powers granted to the Trustees under this Declaration except as herein otherwise expressly provided.

 

ARTICLE III
CONTRACTS

 

Section 3.1.                                 Distribution Contract.  The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting contract or contracts providing for the sale of the Shares at a price based on the net asset value of a Share, whereby the Trustees may either agree to sell the Shares to the other party to the contract or appoint such other party their sales agent for the Shares, and in either case on such terms and conditions, if any, as may be prescribed in the By-laws, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article III or of the By-laws; and such contract may also provide for the repurchase of the Shares by such other party as agent of the Trustees. Such contract may also further provide that such other party may enter into selected dealer agreements with registered securities dealers to further the purpose of the distribution or repurchase of the Shares. The foregoing services may be provided by one or more Persons.

 

Section 3.2.                                 Advisory or Management Contract.  The Trustees may in their discretion from time to time enter into an investment advisory or management contract or separate advisory contracts with respect to one or more Series whereby the other party to such contract shall undertake to furnish to the Trust such management, investment advisory, statistical and research facilities and services and such other facilities and services, if any, and all upon such terms and conditions as the Trustees may in their discretion determine, including the grant of authority to such other party to determine what securities shall be purchased or sold by the Trust and what portion of its assets shall be uninvested, which authority shall include the power to make changes in the investments of the Trust or any Series.

 

The Trustees may also employ, or authorize the Investment Adviser to employ, one or more sub-advisers from time to time to perform such of the acts and services of the Investment Adviser and upon such terms and conditions as may be agreed upon between the Investment

 

8


 

Adviser and such sub-advisers and approved by the Trustees. Any reference in this Declaration to the Investment Adviser shall be deemed to include such sub-advisers unless the context otherwise requires.

 

Section 3.3.                                 Administrator.  The Trustees may in their discretion from time to time enter into one or more administrative services contracts whereby the other party to each such contract shall undertake to furnish such administrative services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of this Declaration or the By-Laws. Such services may be provided by one or more persons.

 

Section 3.4.                                 Transfer Agent and Shareholder Servicing Agents.  The Trustees may in their discretion from time to time enter into one or more transfer agency contracts and one or more shareholder servicing contracts whereby the other party to each such contract shall undertake to furnish such transfer agency and/or shareholder services to the Trust as the Trustees shall from time to time consider desirable and all upon such terms and conditions as the Trustees may in their discretion determine, provided that such terms and conditions are not inconsistent with the provisions of this Declaration or the By-Laws. Such services may be provided by one or more Persons.

 

Section 3.5.                                 Affiliations of Trustees or Officers, Etc.  The fact that:

 

(i)                                     any of the Shareholders, Trustees or officers of the Trust is a shareholder, director, officer, partner, trustee, employee, manager, adviser or distributor of or for any partnership, corporation, trust, association or other organization or of or for any parent or affiliate of any organization, with which a contract of the character described in Sections 3.1, 3.2, 3.3 or 3.4 above or any Custodian contract as described in Article X of the By-Laws, or for related services may have been or may hereafter be made, or that any such organization, or any parent or affiliate thereof, is a Shareholder of or has an interest in the Trust, or that

 

(ii)                                  any partnership, corporation, trust, association or other organization with which a contract of the character described in Sections 3.1, 3.2, 3.3 or 3.4 above or for services as Custodian or for related services may have been or may hereafter be made also has any one or more of such contracts with one or more other partnerships, corporations, trusts, associations or other organizations, or has other business or interests,

 

shall not affect the validity of any such contract or disqualify any Shareholder, Trustee or officer of the Trust from voting upon or executing the same or create any liability or accountability to the Trust or its Shareholders.

 

Section 3.6.                                 Compliance with 1940 Act.  Any contract entered into pursuant to Sections 3.1 or 3.2, shall be consistent with and subject to the requirements of Section 15 of the 1940 Act (including any amendment thereof or other applicable act of Congress hereafter enacted), as modified by any applicable order or orders of the Commission, with respect to its continuance in

 

9


 

effect, its termination and the method of authorization and approval of such contract or renewal thereof.

 

ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

 

Section 4.1.                                 No Personal Liability of Shareholders, Trustees, Etc.  No Shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. No Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever to any Person, other than to the Trust or its Shareholders, in connection with Trust Property or the affairs of the Trust, save only that arising from bad faith, willful misfeasance, gross negligence or reckless disregard of his duties with respect to such Person; and all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability of the Trust, he shall not, on account thereof, be held to any personal liability. The Trust shall indemnify and hold each Shareholder harmless from and against all claims and liabilities, to which such Shareholder may become subject by reason of his being or having been a Shareholder, and shall reimburse such Shareholder for all legal and other expenses reasonably incurred by him in connection with any such claim or liability.  The indemnification and reimbursement required by the preceding sentence shall be made only out of the assets of the one or more Series of which the Shareholder who is entitled to indemnification or reimbursement was a Shareholder at the time the act or event occurred which gave rise to the claim against or liability of said Shareholder. The rights accruing to a Shareholder under this Section 4.1 shall not impair any other right to which such Shareholder may be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a Shareholder in any appropriate situation even though not specifically provided herein.

 

Section 4.2.                                 Non-Liability of Trustees, Etc.  No Trustee, officer, employee or agent of the Trust shall be liable to the Trust, its Shareholders, or to any Shareholder, Trustee, officer, employee, or agent thereof for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his office.

 

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, suit or 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

 

10


 

(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 contract or otherwise under law.

 

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

 

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

 

11


 

(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.

 

Section 4.4.                                 No Bond Required of Trustees.  No Trustee shall be obligated to give any bond or other security for the performance of any of his duties hereunder.

 

Section 4.5.                                 No Duty of Investigation; Notice in Trust Instruments, Etc.   No purchaser, lender, transfer agent or other Person dealing with the Trustees or any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively presumed to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. Every written obligation, contract, instrument, certificate, Share, other security of the Trust or undertaking made or issued by the Trustees may recite that the same is executed or made by them not individually, but as Trustees under the Declaration, and that the obligations of the Trust under any such instrument are not binding upon any of the Trustees or Shareholders individually, but bind only the Trust estate, and may contain any further recital which they or he may deem appropriate, but the omission of such recital shall not operate to bind the Trustees individually. The Trustees shall at all times maintain insurance for the protection of the Trust Property, its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable.

 

Section 4.6.                                 Reliance on Experts, Etc.  Each Trustee and officer or employee of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust, upon an opinion of counsel, or upon reports made to the Trust by any of its officers or employees or by the Investment Adviser, the Distributor, Transfer Agent, selected dealers, accountants, appraisers or other experts or consultants selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or expert may also be a Trustee.

 

12


 

ARTICLE V
SHARES OF BENEFICIAL INTEREST

 

Section 5.1.                                 Beneficial Interest.  The interest of the beneficiaries hereunder shall be divided into transferable Shares of beneficial interest, all of one class, except as provided in Section 5.11 and Section 5.13 hereof, par value $.01 per share. The number of Shares of beneficial interest authorized hereunder is unlimited.  All Shares issued hereunder including, without limitation, Shares issued in connection with a dividend in Shares or a split of Shares, shall be fully paid and non-assessable.

 

Section 5.2.                                 Rights of Shareholders.  The ownership of the Trust Property and the property of each Series of the Trust of every description and the right to conduct any business herein described are vested exclusively in the Trustees, and the Shareholders shall have no interest therein other than the beneficial interest conferred by their Shares, and they shall have no right to call for any partition or division of any property, profits, rights or interests of the Trust nor can they be called upon to share or assume any losses of the Trust or suffer an assessment of any kind by virtue of their ownership of Shares. The Shares shall be personal property giving only the rights specifically set forth in this Declaration. The Shares shall not entitle the holder to preference, preemptive, appraisal, conversion or exchange rights, except as the Trustees may determine with respect to any Series of Shares.

 

Section 5.3.                                 Trust Only.   It is the intention of the Trustees to create only the relationship of Trustee and beneficiary between the Trustees and each Shareholder from time to time. It is not the intention of the Trustees to create a general partnership, limited partnership, joint stock association, corporation, bailment or any form of legal relationship other than a trust. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves or with the Trustees, partners or members of a joint stock association.

 

Section 5.4.                                 Issuance of Shares.  The Trustees in their discretion may, from time to time without vote of the Shareholders, issue Shares, in addition to the then issued and outstanding Shares and Shares held in the treasury, to such party or parties and for such amount and type of consideration, including cash or property, at such time or times and on such terms as the Trustees may deem best, and may in such manner acquire other assets (including the acquisition of assets subject to, and in connection with the assumption of liabilities) and businesses. In connection with any issuance of Shares, the Trustees may issue fractional Shares and Shares held in the treasury. The Trustees may from time to time divide or combine the Shares into a greater or lesser number without thereby changing the proportionate beneficial interests in the Trust. Contributions to the Trust may be accepted for, and Shares shall be redeemed as, whole Shares and/or 1/1,000ths of a Share or integral multiples thereof.

 

Section 5.5.                                 Register of Shares.  A register shall be kept at the principal office of the Trust or an office of the Transfer Agent which shall contain the names and addresses of the Shareholders and the number of Shares held by them respectively and a record of all transfers thereof.  Such register shall be conclusive as to who are the holders of the Shares and who shall be entitled to receive dividends or distributions or otherwise to exercise or enjoy the rights of Shareholders. No Shareholder shall be entitled to receive payment of any dividend or distribution, nor to have notice given to him as herein or in the By-laws provided, until he has given his address

 

13


 

to the Transfer Agent or such other officer or agent of the Trustees as shall keep the said register for entry thereon. It is not contemplated that certificates will be issued for the Shares; however, the Trustees, in their discretion, may authorize the issuance of share certificates and promulgate appropriate rules and regulations as to their use.

 

Section 5.6.                                 Transfer of Shares.  Except as otherwise provided by the Trustees, shares shall be transferable on the records of the Trust only by the record holder thereof or by his agent thereunto duly authorized in writing, upon delivery to the Trustees or the Transfer Agent of a duly executed instrument of transfer, together with such evidence of the genuineness of each such execution and authorization and of other matters as may reasonably be required. Upon such delivery the transfer shall be recorded on the register of the Trust. Until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any transfer agent or registrar nor any officer, employee or agent of the Trust shall be affected by any notice of the proposed transfer.Any person becoming entitled to any Shares in consequence of the death, bankruptcy, or incompetence of any Shareholder, or otherwise by operation of law, shall be recorded on the register of Shares as the holder of such Shares upon production of the proper evidence thereof to the Trustees or the Transfer Agent, but until such record is made, the Shareholder of record shall be deemed to be the holder of such Shares for all purposes hereunder and neither the Trustees nor any Transfer Agent or registrar nor any officer or agent of the Trust shall be affected by any notice of such death, bankruptcy or incompetence, or other operation of law.

 

Section 5.7.                                 Notices, Reports.  Any and all notices to which any Shareholder may be entitled and any and all communications shall be deemed duly served or given if mailed, postage prepaid, addressed to any Shareholder of record at his last known address as recorded on the register of the Trust. A notice of a meeting, an annual report and any other communication to Shareholders need not be sent to a Shareholder (i) if an annual report and a proxy statement for two consecutive shareholder meetings have been mailed to such Shareholder’s address and have been returned as undeliverable, (ii) if all, and at least two, checks (if sent by first class mail) in payment of dividends on Shares during a twelve-month period have been mailed to such Shareholder’s address and have been returned as undeliverable or (iii) in any other case in which a proxy statement concerning a meeting of security holders is not required to be given pursuant to the Commission’s proxy rules as from time to time in effect under the Securities Exchange Act of 1934. However, delivery of such proxy statements, annual reports and other communications shall resume if and when such Shareholder delivers or causes to be delivered to the Trust written notice setting forth such Shareholder’s then current address.

 

Section 5.8.                                 Treasury Shares.  Shares held in the treasury shall, until reissued pursuant to Section 5.4, not confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares.

 

Section 5.9.                                 Voting Powers.  The Shareholders shall have power to vote only (i) for the election of Trustees as provided in Section 2.12; (ii) for the removal of Trustees as provided in Section 2.13; (iii) with respect to any investment advisory or management contract entered into pursuant to Section 3.2; (iv) with respect to termination of the Trust as provided in Section 8.2; (v) with respect to any amendment of this Declaration to the extent and as provided in Section 8.3; (vi) with respect to any merger, consolidation or sale of assets as provided in Section 8.4;

 

14


 

(vii) with respect to incorporation of the Trust or any Series to the extent and as provided in Section 8.5; (viii) to the same extent as the stockholders of Massachusetts business corporations as to whether or not a court action, proceeding or claim should or should not be brought or maintained derivatively or as a class action on behalf of the Trust or any Series or Class thereof or the Shareholders (provided, however, that a Shareholder of a particular Series or Class shall not be entitled to a derivative or class action on behalf of any other Series or Class (or Shareholder of any other Series or Class) of the Trust); (ix) with respect to any plan adopted pursuant to Rule 12b-1 (or any successor rule) under the 1940 Act; and (x) with respect to such additional matters relating to the Trust as may be required by this Declaration, the By-laws or any registration of the Trust as an investment company under the 1940 Act with the Commission (or any successor agency) or as the Trustees may consider necessary or desirable. Each whole Share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional Share shall be entitled to a proportionate fractional vote, except that the Trustees may, in conjunction with the establishment of any Series or Class of Shares, establish or reserve the right to establish conditions under which the several Series or Classes shall have separate voting rights or, if a Series or Class would not, in the sole judgment of the Trustees, be materially affected by a proposal, no voting rights. There shall be no cumulative voting in the election of Trustees. Until Shares are issued, the Trustees may exercise all rights of Shareholders and may take any action required by law, this Declaration or the By-laws to be taken by Shareholders. The By-laws may include further provisions for Shareholder votes and meetings and related matters.

 

Section 5.10.                          Meetings of Shareholders.  Meetings of Shareholders may be called at any time by the President, and shall be called by the President and Secretary at the request in writing or by resolution, of a majority of Trustees, or at the written request of the holder or holders of ten percent (10%) or more of the total number of Shares then issued and outstanding of the Trust entitled to vote at such meeting. Any such request shall state the purpose of the proposed meeting. At any meeting of Shareholders of the Trust or of any Series of the Trust, a Shareholder Servicing Agent may vote any shares as to which such Shareholder Servicing Agent is the agent of record and which are not otherwise represented in person or by proxy at the meeting, proportionately in accordance with the votes cast by holders of all shares otherwise represented at the meeting in person or by proxy as to which such Shareholder Servicing Agent is the agent of record. Any shares so voted by a Shareholder Servicing Agent will be deemed represented at the meeting for quorum purposes.

 

Section 5.11.                          Series Designation.  The Trustees, in their discretion, may authorize the division of Shares into two or more Series, and the different Series shall be established and designated, and the variations in the relative rights and preferences as between the different Series shall be fixed and determined, by the Trustees; provided, that all Shares shall be identical except that there may be variations so fixed and determined between different Series as to investment objective, purchase price, allocation of expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several Series shall have separate voting rights. All references to Shares in this Declaration shall be deemed to be Shares of any or all Series as the context may require.

 

15


 

If the Trustees shall divide the Shares of the Trust into two or more Series, the following provisions shall be applicable:

 

(a)                                 All provisions herein relating to the Trust shall apply equally to each Series of the Trust except as the context requires otherwise.

 

(b)                                 The number of authorized Shares and the number of Shares of each Series that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series into one or more Series that may be established and designated from time to time. The Trustees may hold as treasury Shares (of the same or some other Series), reissue for such consideration and on such terms as they may determine, or cancel any Shares of any Series reacquired by the Trust at their discretion from time to time.

 

(c)                                  All consideration received by the Trust for the issue or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series and except as may otherwise be required by applicable laws, and shall be so recorded upon the books of account of the Trust. In the event that there are any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Series, the Trustees shall allocate them among any one or more of the Series established and designated from time to- time in such manner and on such basis as they, in their sole discretion, deem fair and equitable. Each such allocation by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes.

 

(d)                                 The assets belonging to each particular Series shall be charged with the liabilities of the Trust in respect of that Series and all expenses, costs, charges and reserves attributable to that Series, and any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Series shall be allocated and charged by the Trustees to and among any one or more of the Series established and designated from time to time in such manner and on such basis as the Trustees in their sole discretion deem fair and equitable.

 

(e)                                  Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Series for all purposes. The Trustees shall have full discretion, to the extent not inconsistent with the 1940 Act, to determine which items are capital; and each such determination and allocation shall be conclusive and binding upon the Shareholders. The assets of a particular Series of the Trust shall not, under any circumstances, be charged with liabilities attributable to any other Series of the Trust. All persons extending credit to, or contracting with or having any claim against a particular Series of the Trust shall look only to the assets of that particular Series for payment of such credit, contract or claim. No Shareholder or former Shareholder of any Series shall have any claim on or right to any assets allocated or belonging to any other Series.

 

16


 

(f)                                   Each Share of a Series of the Trust shall represent a beneficial interest in the net assets of such Series. Each holder of Shares of a Series shall be entitled to receive his pro rata share of distributions of income and capital gains made with respect to such Series.  Upon redemption of his Shares or indemnification for liabilities incurred by reason of his being or having been a Shareholder of a Series, such Shareholder shall be paid solely out of the funds and property of such Series of the Trust. Upon liquidation or termination of a Series of the Trust, Shareholders of such Series shall be entitled to receive a pro rata share of the net assets of such Series. A Shareholder of a particular Series of the Trust shall not be entitled to participate in a derivative or class action on behalf of any other Series or the Shareholders of any other Series of the Trust.

 

(g)                                  The establishment and designation of any Series of Shares shall be effective upon the execution by a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Series, or as otherwise provided in such instrument. The Trustees may by an instrument executed by a majority of their number abolish any Series and the establishment and designation thereof. Except as otherwise provided in this Article V, the Trustees shall have the power to determine the designations, preferences, privileges, limitations and rights, of each class and Series of Shares. Each instrument referred to in this paragraph shall have the status of an amendment to this Declaration.

 

Section 5.12.                          Assent to Declaration of Trust.  Every Shareholder, by virtue of having become a shareholder, shall be held to have expressly assented and agreed to the terms hereof and to have become a party hereto.

 

Section 5.13.                          Class Designation. The Trustees, in their discretion, may authorize the division of the Shares of the Trust, or, if any Series be established, the Shares of any Series, into two or more Classes, and the different Classes shall be established and designated, and the variations in the relative rights and preferences as between the different Classes shall be fixed and determined, by the Trustees; provided, that all Shares of the Trust or of any Series shall be identical to all other Shares of the Trust or the same Series, as the case may be, except that there may be variations between different classes as to allocation of expenses, right of redemption, special and relative rights as to dividends and on liquidation, conversion rights, and conditions under which the several Classes shall have separate voting rights. All references to Shares in this Declaration shall be deemed to be Shares of any or all Classes as the context may require.

 

If the Trustees shall divide the Shares of the Trust or any Series into two or more Classes, the following provisions shall be applicable:

 

(a)                                 All provisions herein relating to the Trust, or any Series of the Trust, shall apply equally to each Class of Shares of the Trust or of any Series of the Trust, except as the context requires otherwise.

 

(b)                                 The number of Shares of each Class that may be issued shall be unlimited. The Trustees may classify or reclassify any unissued Shares of the Trust or any Series or any Shares previously issued and reacquired of any Class of the Trust or of any Series into one or more Classes that may be established and designated from time to time. The Trustees may hold as treasury Shares (of the same or some other Class), reissue for such consideration and on such

 

17


 

terms as they may determine, or cancel any Shares of any Class reacquired by the Trust at their discretion from time to time.

 

(c)                                  Liabilities, expenses, costs, charges and reserves related to the distribution of, and other identified expenses that should properly be allocated to, the Shares of a particular Class may be charged to and borne solely by such Class and the bearing of expenses solely by a Class of Shares may be appropriately reflected (in a manner determined by the Trustees) and cause differences in the net asset value attributable to, and the dividend, redemption and liquidation rights of, the Shares of different Classes.  Each allocation of liabilities, expenses, costs, charges and reserves by the Trustees shall be conclusive and binding upon the Shareholders of all Classes for all purposes.

 

(d)                                 The establishment and designation of any Class of Shares shall be effective upon the execution of a majority of the then Trustees of an instrument setting forth such establishment and designation and the relative rights and preferences of such Class, or as otherwise provided in such instrument. The Trustees may, by an instrument executed by a majority of their number, abolish any Class and the establishment and designation thereof.  Each instrument referred to in this paragraph shall have the status of an amendment to this Declaration.

 

ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES

 

Section 6.1.                                 Redemption of Shares.  All Shares of the Trust shall be redeemable, at the redemption price determined in the manner set out in this Declaration. Redeemed or repurchased Shares may be resold by the Trust.

 

The Trust shall redeem the Shares upon the appropriately verified written application of the record holder thereof (or upon such other form of request as the Trustees may determine) at the office of the Transfer Agent, the Shareholder Servicing Agent, which is the agent of record for such Shareholder, or at the office of any bank or trust company, either in or outside the Commonwealth of Massachusetts, which is a member of the Federal Reserve System and which the said Transfer Agent or the said Shareholder Servicing Agent has designated for that purpose, or at such office or agency as may be designated from time to time in the Trust’s then effective Registration Statement under the Securities Act of 1933. The Trustees may from time to time specify additional conditions, not inconsistent with the 1940 Act, regarding the redemption of Shares in the Trust’s then effective registration statement under the Securities Act of 1933.

 

Section 6.2.                                 Price.  Shares shall be redeemed at their net asset value determined as set forth in Section 7.1 hereof as of such time as the Trustees shall have theretofore prescribed by resolution. In the absence of such resolution, the redemption price of Shares deposited shall be the net asset value of such Shares next determined as set forth in Section 7.1 hereof after receipt of such application.

 

Section 6.3.                                 Payment.  Payment for such Shares shall be made in cash or in property out of the assets of the relevant series of the Trust to the Shareholder of record at such time and in the manner, not inconsistent with the 1940 Act or other applicable laws, as may be specified from

 

18


 

time to time in the Trust’s then effective Registration Statement under the Securities Act of 1933, subject to the provisions of Section 6.4 hereof.

 

Section 6.4.                                 Effect of Suspension of Determination of Net Asset Value.  If, pursuant to Section 6.9 hereof, the Trustees shall declare a suspension of the determination of net asset value, the rights of Shareholders (including those who shall have applied for redemption pursuant to Section 6.1 hereof but who shall not yet have received payment) to have Shares redeemed and paid for by the Trust shall be suspended until the termination of such suspension is declared. Any record holder who shall have his redemption right so suspended may, during the period of such suspension, by appropriate written notice of revocation at the office or agency where application was made, revoke any application for redemption not honored and withdraw any certificates on deposit.  The redemption price of Shares for which redemption applications have not been revoked shall be the net asset value of such Shares next determined as set forth in Section 7.1 after the termination of such suspension, and payment shall be made within seven (7) days after the date upon which the application was made plus the period after such application during which the determination of net asset value was suspended.

 

Section 6.5.                                 Repurchase by Agreement.  The Trust may repurchase Shares directly, or through the Distributor or another agent designated for the purpose by agreement with the owner thereof at a price not exceeding the net asset value per share determined as of the time when the purchase or contract of purchase is made or the net asset value as of any time which may be later determined pursuant to Section 7.1 hereof, provided payment is not made for the Shares prior to the time as of which such net asset value is determined.

 

Section 6.6.                                 Redemption of Sub-Minimum Accounts.  The Trust shall have the right at any time without prior notice to the shareholder to redeem Shares of any shareholder for their then current net asset value per Share if at such time the shareholder owns Shares having an aggregate net asset value of less than an amount set from time to time by the Trustees, subject to such terms and conditions as the Trustees may approve, and subject to the Trust’s giving general notice to all shareholders of its intention to avail itself of such right, either by publication in the Trust’s registration statement, if any, or by such other means as the Trustees may determine.

 

Section 6.7.                                 Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure of Holding.  If the Trustees shall, at any time and in good faith, be of the opinion that direct or indirect ownership of Shares or other securities of the Trust has or may become concentrated in any Person to an extent which would disqualify any Series of the Trust as a regulated investment company under the Internal Revenue Code, then the Trustees shall have the power by lot or other means deemed equitable by them (i) to call for redemption by any such Person a number, or principal amount, of Shares or other securities of the Trust sufficient to maintain or bring the direct or indirect ownership of Shares or other securities of the Trust into conformity with the requirements for such qualification, and (ii) to refuse to transfer or issue Shares or other securities of the Trust to any Person whose acquisition of the Shares or other securities of the Trust in question would result in such disqualification.  The redemption shall be effected at the redemption price and in the manner provided in Section 6.1.

 

The holders of Shares or other securities of the Trust shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership of Shares or

 

19


 

other securities of the Trust as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code, or to comply with the requirements of any other taxing authority.

 

Section 6.8.                                 Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula.  The Trust may also reduce the number of Outstanding Shares pursuant to the provisions of Section 7.3.

 

Section 6.9.                                 Suspension of Right of Redemption.  The Trust may declare a suspension of the right of redemption or postpone the date of payment or redemption for the whole or any part of any period (i) during which the New York Stock Exchange is closed other than customary week-end and holiday closings, (ii) during which trading on the New York Stock Exchange is restricted, (iii) during which an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets, or (iv) during any other period when the Commission may for the protection of Shareholders of the Trust by order permit suspension of the right of redemption or postponement of the date of payment or redemption; provided that applicable rules and regulations of the Commission shall govern as to whether the conditions prescribed in (ii), (iii), or (iv) exist. Such suspension shall take effect at such time as the Trust shall specify but not later than the close of business on the business day next following the declaration of suspension, and thereafter there shall be no right of redemption or payment on redemption until the Trust shall declare the suspension at an end, except that the suspension shall terminate in any event on the first day on which said stock exchange shall have reopened or the period specified in (ii) or (iii) shall have expired (as to which, in the absence of an official ruling by the Commission, the determination of the Trust shall be conclusive). In the case of a suspension of the right of redemption, a Shareholder may either withdraw his request for redemption or receive payment based on the net asset value existing after the termination of the suspension.

 

ARTICLE VII
DETERMINATION OF NET ASSET VALUE,
NET INCOME AND
DISTRIBUTIONS

 

Section 7.1.                                 Net Asset Value.  The value of the assets of the Trust or any Series of the Trust shall be determined by appraisal of the securities of the Trust or allocated to such Series, such appraisal to be on the basis of the amortized cost of such securities in the case of money market securities, market value in the case of other securities, or by such other method as shall be deemed to reflect the fair value thereof, determined in good faith by or under the direction of the Trustees. From the total value of said assets, there shall be deducted all indebtedness, interest, taxes, payable or accrued, including estimated taxes on unrealized book profits, expenses and management charges accrued to the appraisal date, net income determined and declared as a distribution. and all other items in the nature of liabilities attributable to the Trust or such Series or Class thereof which shall be deemed appropriate. The net asset value of a Share shall be determined by dividing the net asset value of the Class, or, if no Class has been established, of the Series, or, if no Series has been established, of the Trust, by the number of Shares of that Class, or Series, or of the Trust, as applicable, outstanding. The net asset value of Shares of the Trust or any Class or Series of the Trust shall be determined pursuant to the procedure and methods prescribed or approved by the Trustees in their discretion and as set forth in the most recent Registration Statement of the Trust as filed with the Securities and Exchange Commission

 

20


 

pursuant to the requirements of the Securities Act of 1933, as amended, the 1940 Act, as amended, and the Rules thereunder. The net asset value of the Shares shall be determined at least once on each business day, as of the close of trading on the New York Stock Exchange or as of such other time or times as the Trustees shall determine. The power and duty to make the daily calculations may be delegated by the Trustees to the Investment Adviser, the custodian, the Transfer Agent or such other Person as the Trustees may determine by resolution or by approving a contract which delegates such duty to another Person. The Trustees may suspend the daily determination of net asset value to the extent permitted by the 1940 Act.

 

Section 7.2.                                 Distributions to Shareholders.  The Trustees shall from time to time distribute ratably among the Shareholders of the Trust or a Series such proportion of the net profits, surplus (including paid-in surplus), capital, or assets of the Trust or such Series held by the Trustees as they may deem proper. Such distributions may be made in cash or property (including without limitation any type of obligations of the Trust or such Series or any assets thereof), and the Trustees may distribute ratably among the Shareholders additional Shares of the Trust or such Series issuable hereunder in such manner, at such times, and on such terms as the Trustees may deem proper. Such distributions may be among the Shareholders of record at the time of declaring a distribution or among the Shareholders of record at such other date or time or dates or times as the Trustees shall determine. To the extent the Trustees deem it appropriate as a matter of administrative convenience, distributions to Shareholders may be effected on different dates to different Shareholders, provided that such distributions shall be made at regularly occurring intervals of approximately the same length with respect to each Shareholder of the Trust. The Trustees may in their discretion determine that, solely for the purposes of such distributions, Outstanding Shares shall exclude Shares for which orders have been placed subsequent to a specified time on the date the distribution is declared or on the next preceding day if the distribution is declared as of a day on which Boston banks are not open for business, all as described in the Registration Statement under the Securities Act of 1933. The Trustees may always retain from the net profits such amount as they may deem necessary to pay the debts or expenses of the Trust or the Series or to meet obligations of the Trust or the Series, or as they may deem desirable to use in the conduct of its affairs or to retain for future requirements or extensions of the business. The Trustees may adopt and offer to Shareholders such dividend reinvestment plans, cash dividend payout plans or related plans as the Trustees shall deem appropriate.

 

Inasmuch as the computation of net income and gains for Federal income tax purposes may vary from the computation thereof on the books, the above provisions shall be interpreted to give the Trustees the power in their discretion to distribute for any fiscal year as ordinary dividends and as capital gains distributions, respectively, additional amounts sufficient to enable the Trust or the Series to avoid or reduce liability for taxes.

 

Section 7.3.                                 Determination of Net Income; Constant Net Asset Value; Reduction of Outstanding Shares.  Subject to Section 5.11 hereof, the net income of the Trust or any Series shall be determined in such manner as the Trustees shall provide by resolution. Expenses of the Trust or a Series, including the advisory or management fee and service fees, shall be accrued each day. Such net income may be determined by or under the direction of the Trustees as of the close of trading on the New York Stock Exchange on each day on which such Exchange is open or as of such other time or times as the Trustees shall determine, and, except as provided herein, all the net income of the Trust or any Series, as so determined, may be declared as a dividend on

 

21


 

the Outstanding Shares of the Trust or such Series. If, for any reason, the net income of the Trust or any Series, determined at any time, is a negative amount, the Trustees shall have the power with respect to the Trust or such Series (i) to offset each Shareholder’s pro rata share of such negative amount from the accrued dividend account of such Shareholder, or (ii) to reduce the number of Outstanding Shares of the Trust or such Series by reducing the number of Shares in the account of such Shareholder by that number of full and fractional Shares which represents the amount of such excess negative net income, or (iii) to cause to be recorded on the books of the Trust or such Series an asset account in the amount of such negative net income, which account may be reduced by the amount, provided that the same shall thereupon become the property of the Trust or such Series with respect to the Trust or such Series and shall not be paid to any Shareholder, of dividends declared thereafter upon the Outstanding Shares of the Trust or such Series on the day such negative net income is experienced, until such asset account is reduced to zero, or (iv) to combine the methods described in clauses (i) and (ii) and (iii) of this sentence, in order to cause the net asset value per Share of the Trust or such Series to remain at a constant amount per Outstanding Share immediately after each such determination and declaration. The Trustees shall also have the power to fail to declare a dividend out of net income for the purpose of causing the net asset value per Share to be increased to a constant amount. The Trustees shall not be required to adopt, but may at any time adopt, discontinue or amend the practice of maintaining the net asset value per Share of the Trust or a Series at a constant amount.

 

Section 7.4.                                 Allocation Between Principal and Income.  The Trustees shall have full discretion to determine whether any cash or property received shall be treated as income or as principal and whether any item of expense shall be charged to the income or the principal account, and their determination made in good faith shall be conclusive upon the Shareholders.  In the case of stock dividends received, the Trustees shall have full discretion to determine, in the light of the particular circumstances, how much if any of the value thereof shall be treated as income, the balance, if any, to be treated as principal.

 

Section 7.5.                                 Power to Modify Foregoing Procedures.  Notwithstanding any of the foregoing provisions of this Article VII, the Trustees may prescribe, in their absolute discretion, such other bases and times for determining the per Share net asset value or net income, or the declaration and payment of dividends and distributions as they may deem necessary or desirable.

 

ARTICLE VIII
DURATION; TERMINATION OF TRUST;
AMENDMENT; MERGERS
, ETC.

 

Section 8.1.                                 Duration.  The Trust shall continue without limitation of time but subject to the provisions of this Article VIII.

 

Section 8.2.                                 Termination of Trust.  (a) The Trust or any Series of the Trust may be terminated by an instrument in writing signed by a majority of the Trustees, or by the affirmative vote of the holders a majority of the Shares of the Trust or Series outstanding and entitled to vote, at any meeting of Shareholders. Upon the termination of the Trust or any Series,

 

(i)                                     the Trust or any Series shall carry on no business except for the purpose of winding up its affairs;

 

22


 

(ii)                                  the Trustees shall proceed to wind up the affairs of the Trust or Series and all of the powers of the Trustees under this Declaration shall continue until the affairs of the Trust or Series shall have been wound up, including the power to fulfill or discharge the contracts of the Trust or Series, collect its assets, sell, convey, assign, exchange, transfer or otherwise dispose of all or any part of the remaining Trust Property or property of the Series to one or more persons at public or private sale for consideration which may consist in whole or in part of cash, securities or other property of any kind, discharge or pay its liabilities, and do all other acts appropriate to liquidate its business; and

 

(iii)                               after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining Trust Property or property of the Series, in cash or in kind or partly each, among the Shareholders of the Trust or Series according to their respective rights.

 

(b)                                 After termination of the Trust or any Series and distribution to the Shareholders as herein provided, a majority of the Trustees shall execute and lodge among the records of the Trust an instrument in writing setting forth the fact of such termination, and the Trustees shall thereupon be discharged from all further liabilities and duties hereunder, and the rights and interests of all Shareholders of the Trust or Series shall thereupon cease.

 

Section 8.3.                                 Amendment Procedure.  (a)  This Declaration may be amended by a vote of the holders of a majority of the Shares outstanding and entitled to vote. Amendments shall be effective upon the taking of action as provided in this section or at such later time as shall be specified in the applicable vote or instrument. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary to conform this Declaration to the requirements of applicable federal or state laws or regulations or the requirements of the regulated investment company provisions of the Internal Revenue Code (including those provisions of such Code relating to the retention of the exemption from federal income tax with respect to dividends paid by the Trust out of interest income received on municipal bonds), but the Trustees shall not be liable for failing so to do. The Trustees may also amend this Declaration without the vote or consent of Shareholders if they deem it necessary or desirable to change the name of the Trust or to make any other changes in the Declaration which do not materially adversely affect the rights of Shareholders hereunder.

 

(b)                                 No amendment may be made under this Section 8.3 which would change any rights with respect to any Shares of the Trust or Series by reducing the amount payable thereon upon liquidation of the Trust or Series or by diminishing or eliminating any voting rights pertaining thereto, except with the vote or consent of the holders of two-thirds of the Shares of the Trust or Series outstanding and entitled to vote. Nothing contained in this Declaration shall permit the amendment of this Declaration to impair the exemption from personal liability of the Shareholders, Trustees, officers, employees and agents of the Trust or to permit assessments upon Shareholders.

 

(c)                                  A certificate signed by a majority of the Trustees setting forth an amendment and reciting that it was duly adopted by the Shareholders or by the Trustees as aforesaid or a copy of

 

23


 

the Declaration, as amended, and executed by a majority of the Trustees, shall be conclusive evidence of such amendment when lodged among the records of the Trust.

 

Notwithstanding any other provision hereof, until such time as a Registration Statement under the Securities Act of 1933, as amended, covering the first public offering of securities of the Trust shall have become effective, this Declaration may be terminated or amended in any respect by the affirmative vote of a majority of the Trustees or by an instrument signed by a majority of the Trustees.

 

Section 8.4.                                 Merger, Consolidation and Sale of Assets.  The Trust or any Series thereof may merge or consolidate with any other corporation, association, trust or other organization or may sell, lease or exchange all or substantially all of the Trust Property or the property of any Series, including its good will, upon such terms and conditions and for such consideration when and as authorized at any meeting of Shareholders of the Trust or Series called for that purpose by the affirmative vote of the holders of a majority of the Shares of the Trust or Series.

 

Section 8.5.                                 Incorporation.  With the approval of the holders of a majority of the Shares of the Trust or any Series outstanding and entitled to vote, the Trustees may cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, association or other organization to take over all of the Trust Property or the property of any Series or to carry on any business in which the Trust or the Series shall directly or indirectly have any interest, and to sell, convey and transfer the Trust Property or the property of any Series to any such corporation, trust, association or organization in exchange for the Shares or securities thereof or otherwise, and to lend money to, subscribe for the Shares or securities of, and enter into any contracts with any such corporation, trust, partnership, association or organization, or any corporation, partnership, trust, association or organization in which the Trust or the Series holds or is about to acquire shares or any other interest. The Trustees may also cause a merger or consolidation between the Trust or any Series or any successor thereto and any such corporation, trust, partnership, association or other organization if and to the extent permitted by law, as provided under the law then in effect. Nothing contained herein shall be construed as requiring approval of Shareholders for the Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, associations or other organizations and selling, conveying or transferring a portion of the Trust Property to such organization or entities.

 

ARTICLE IX
REPORTS TO SHAREHOLDERS

 

The Trustees shall at least semi-annually submit to the Shareholders a written financial report, which may be included in the Trust’s prospectus or statement of additional information, of the transactions of the Trust, including financial statements which shall at least annually be certified by independent public accountants.

 

24


 

ARTICLE X
MISCELLANEOUS

 

Section 10.1.                          Resident Agent.  The Trust’s resident agent in the Commonwealth of Massachusetts shall be Boston Trust Walden Company, One Beacon Street, Boston, MA  02108.

 

Section 10.2.                          Filing.  This Declaration and any amendment hereto shall be filed in the office of the Secretary of the Commonwealth of Massachusetts and in such other places as may be required under the laws of the Commonwealth of Massachusetts and may also be filed or recorded in such other places as the Trustees deem appropriate.  Unless the amendment is embodied in an instrument signed by a majority of the Trustees, each amendment filed shall be accompanied by a certificate signed and acknowledged by a Trustee stating that such action was duly taken in a manner provided herein. A restated Declaration, integrating into a single instrument all of the provisions of the Declaration which are then in effect and operative, may be executed from time to time by a majority of the Trustees and shall, upon filing with the Secretary of the Commonwealth of Massachusetts, be conclusive evidence of all amendments contained therein and may hereafter be referred to in lieu of the original Declaration and the various amendments thereto. The restated Declaration may include any amendment which the Trustees are empowered to adopt, whether or not such amendment has been adopted prior to the execution of the restated Declaration.

 

Section 10.3.                          Governing Law.  This Declaration is executed by the Trustees and delivered in the Commonwealth of Massachusetts and with reference to the internal laws thereof, and the rights of all parties and the validity and construction of every provision hereof shall be subject to and construed according to the internal laws of said State without regard to the choice of law rules thereof.

 

Section 10.4.                          Counterparts.  This Declaration may be simultaneously executed in several counterparts, each of which shall be deemed to be an original, and such counterparts, together, shall constitute one and the same instrument, which shall be sufficiently evidenced by any such original counterpart.

 

Section 10.5.                          Reliance by Third Parties.  Any certificate executed by an individual who, according to the records of the Trust appears to be a Trustee hereunder, certifying to: (a) the number or identity of Trustees or Shareholders, (b) the due authorization of the execution of any instrument or writing, (c) the form of any vote passed at a meeting of Trustees or Shareholders, (d) the fact that the number of Trustees or Shareholders present at any meeting or executing any written instrument satisfies the requirements of this Declaration, (e) the form of any By-laws adopted by or the identity of any officers elected by the Trustees, or (f) the existence of any fact or facts which in any manner relate to the affairs of the Trust, shall be conclusive evidence as to the matters so certified in favor of any Person dealing with the Trustees and their successors.

 

Section 10.6.                          Provisions in Conflict with Law or Regulations.  (a) The provisions of this Declaration are severable, and if the Trustees shall determine, with the advice of counsel, that any of such provisions is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code or with other applicable laws and regulations, the conflicting provision shall be deemed never to have constituted a part of this Declaration; provided, however,

 

25


 

that such determination shall not affect any of the remaining provisions of this Declaration or render invalid or improper any action taken or omitted prior to such determination.

 

(b)                                 If any provision of this Declaration shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall attach only to such provision in such jurisdiction and shall not in any manner affect such provisions in any other jurisdiction or any other provision of this Declaration in any jurisdiction.

 

26


 

IN WITNESS WHEREOF, the undersigned have executed this instrument this     day of March, 2020.

 

 

 

 

Diane Armstrong

 

One Beacon Street

 

Boston MA 02108

 

 

 

                          as Trustee and not individually

 

 

 

STATE OF OHIO

)

 

 

) :ss

 

COUNTY OF FRANKLIN

                                                    )

 

On this        day of March, 2020, the above-named DIANE ARMSTRONG personally appeared before me and acknowledged the foregoing instrument to be her free act and deed.

 

 

 

 

 

 

 

Notary Public

 

 

My commission expires:

 

 

 

 

 

 

 

 

 

Michael M. Van Buskirk

 

 

One Beacon Street

 

 

Boston MA 02108

 

 

 

 

 

                       as Trustee and not individually

 

 

 

 

 

COMMONWEALTH OF MASSACHUSETTS

)

 

 

 

) :ss

 

 

COUNTY OF SUFFOLK

)

 

 

 

On this        day of February, 2020, the above-named MICHAEL M. VAN BUSKIRK personally appeared before me and acknowledged the foregoing instrument to be his free act and deed.

 

 

 

 

 

Notary Public

 

My commission expires:

 

27


 

 

 

Elizabeth E. McGeveran

 

One Beacon Street

 

Boston MA 02108

 

 

 

                          as Trustee and not individually

 

 

 

STATE OF MINNEAPOLIS

)

 

 

) :ss

 

COUNTY OF HENNEPIN

)

 

 

On this        day of February, 2020, the above-named ELIZABETH E. McGEVERAN personally appeared before me and acknowledged the foregoing instrument to be her free act and deed.

 

 

 

 

 

 

Notary Public

 

 

My commission expires:

 

 

 

 

 

 

 

 

 

Lucia Santini

 

 

One Beacon Street

 

 

Boston MA 02108

 

 

 

 

 

                          as Trustee and not individually

 

 

 

 

 

 

COMMONWEALTH OF MASSACHUSETTS

)

 

 

 

) :ss

 

 

COUNTY OF SUFFOLK

)

 

 

 

On this        day of February, 2020, the above-named LUCIA SANTINI personally appeared before me and acknowledged the foregoing instrument to be her free act and deed.

 

 

 

 

 

Notary Public

 

My commission expires:

 

28


 

 

 

Heidi Soumerai

 

One Beacon Street

 

Boston MA 02108

 

 

 

                           as Trustee and not individually

 

 

 

COMMONWEALTH OF MASSACHUSETTS

)

 

 

) :ss

 

COUNTY OF SUFFOLK

)

 

 

On this          day of February, 2020, the above-named HEIDI SOUMERAI personally appeared before me and acknowledged the foregoing instrument to be her free act and deed.

 

 

 

 

 

Notary Public

 

My commission expires:

 

29


Exhibit 99.B(b)

 

BY-LAWS

 

OF

 

THE CONVENTRY GROUP

 

JANUARY 8, 1992

 


 

TABLE OF CONTENTS

 

 

Page

 

 

ARTICLE I - DEFINITIONS

1

 

 

ARTICLE II - OFFICES

 

1

 Section    1.

Principal Office

1

 Section    2.

Other Offices

1

 

 

 

ARTICLE III - SHAREHOLDERS

1

 Section    1.

Meetings

1

 Section    2.

Notice of Meetings

2

 Section    3.

Record Date for Meetings and Other Purposes

2

 Section    4.

Proxies

2

 Section    5.

Inspection of Records

3

 Section    6.

Action without Meeting

3

 

 

 

ARTICLE IV - TRUSTEES

3

 Section    1.

Meetings of the Trustees

3

 Section    2.

Quorum and Manner of Acting

3

 

 

 

ARTICLE V - COMMITTEES

4

 Section    1.

Executive and Other Committees

4

 Section    2.

Meetings, Quorum and Manner of Acting

4

 Section    3.

Chairman

4

 

 

 

ARTICLE VI - OFFICERS

5

 Section    1.

General Provisions

5

 Section    2.

Term of Office and Qualifications

5

 Section    3.

Removal

5

 Section    4.

Powers and Duties of the President

5

 Section    5.

Powers and Duties of Vice Presidents

6

 Section    6.

Powers and Duties of the Treasurer

6

 Section    7.

Powers and Duties of the Secretary

6

 Section    8.

Powers and Duties of Assistant Treasurers

6

 Section    9.

Powers and Duties of Assistant Secretaries

6

 

i


 

 

Page

 

 

 

 Section    10.

Compensation of Officers and Trustees

7

 

 

 

ARTICLE VII - FISCAL YEAR

7

 

 

ARTICLE VIII - SEAL

7

 

 

ARTICLE IX - WAIVERS OF NOTICE

7

 

 

ARTICLE X - CUSTODY OF SECURITIES

8

 Section    1.

Employment of a Custodian

8

 Section    2.

Action Upon Termination of Custodian Agreement

8

 Section    3.

Central Certificate System

8

 Section    4.

Acceptance of Receipts in Lieu of Certificate

8

 

 

 

ARTICLE XI - AMENDMENTS

9

 

 

ARTICLE XII - MISCELLANEOUS

9

 

 

ii


 

BY-LAWS

 

OF

 

THE COVENTRY GROUP

 

ARTICLE I

 

DEFINITIONS

 

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

 

ARTICLE II

OFFICES

 

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

 

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

 

ARTICLE III

 

SHAREHOLDERS

 

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

 


 

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

 

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

 

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

 

2


 

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

 

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

 

ARTICLE IV

 

TRUSTEES

 

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

 

Section 2.   Quorum and Manner of Acting.   A majority of the Trustees shall be present in person at any regular or special meeting of the Trustees in order to constitute a quorum for the transaction of business at such meeting and (except as otherwise required

 

3


 

by law, the Declaration or these By-Laws) the act of a majority of the Trustees present at any such meeting, at which a quorum is present, shall be the act of the Trustees. In the absence of a quorum, a majority of the Trustees present may adjourn the meeting from time to time until a quorum shall be present. Notice of an adjourned meeting need not be given.

 

ARTICLE V

 

COMMITTEES

 

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

 

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

 

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

 

Section 3.   Chairman.   The Trustees may, by a majority vote of all the Trustees, elect from their own number a Chairman, to hold office until his successors shall have been duly elected and qualified. The Chairman shall not hold any other office. The

 

4


 

Chairman may be, but need not be, a Shareholder. The Chairman shall preside at all meetings of the Trustees and shall have such other duties as from time to time may be assigned to him by the Trustees.

 

ARTICLE VI

 

OFFICERS

 

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

 

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

 

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

 

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

 

5


 

President shall have such other powers and duties, as from time to time may be conferred upon or assigned to him by the Trustees.

 

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

 

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

 

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

 

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

 

Section 9.   Powers and Duties of Assistant Secretaries.   In the absence or disability of the Secretary, any Assistant Secretary designated by the Trustees shall perform all the duties, and may exercise any of the powers, of the Secretary. Each Assistant Secretary

 

6


 

shall perform such other duties as from time to time may be assigned to him by the Trustees.

 

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

 

ARTICLE VII

 

FISCAL YEAR

 

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

 

ARTICLE VIII

 

SEAL

 

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

 

ARTICLE IX

 

WAIVERS OF NOTICE

 

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

 

7


 

ARTICLE X

CUSTODY OF SECURITIES

 

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

 

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

 

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

 

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

 

8


 

ARTICLE XI

 

AMENDMENTS

 

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

 

ARTICLE XII

 

MISCELLANEOUS

 

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

 

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

 

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

 

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

 

9


 

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

 

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

 

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

 

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

 

END OF BY-LAWS

 

10


Exhibit 99.B(g)(4)

 

AMENDMENT TO

CUSTODY  AGREEMENT

 

AMENDMENT made as of December 6, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust & Investment Management Company (formerly, United States Trust Company), a Massachusetts chartered banking and trust company (“Custodian”), to that certain Custody Agreement, dated as of March 23, 1999, as amended, between the Trust and the Custodian. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties wish to update the Agreement to reflect changes in the names of the Boston Trust Balanced  Fund and the Walden Balanced  Fund;

 

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 Custodian hereby agree as   follows:

 

I.            Name Change -  Boston Trust Balanced  Fund and Walden  Balanced Fund

 

Schedule A to the Custody Agreement, attached  hereto , is amended to change  all references to the “Boston Trust Balanced Fund” to the “Boston Trust Asset Management Fund” and all references to the “Walden Balanced Fund” to the “ Walden 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.

 


 

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

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

By:

/s/ Lucia Santini

 

Name:

 Lucia Santini

 

Title:

President

 

 

 

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY

 

 

 

By:

/s/ Lucia Santini

 

Name:

 Lucia Santini

 

Title:

Managing Director

 


 

Dated as of:

 December 6, 2012

 

Schedule A to the

Custody Agreement between

The Boston Trust & Walden Funds and

Boston Trust & Investment  Management  Company

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Asset Management Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Innovations Fund

Walden Small Cap Innovations Fund

 

BOSTON TRUST & WALDEN FUNDS

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY

(f/k/a The Coventry Group)

(f/k/a United States Trust Company of Boston)

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

Name:

 Lucia Santini

 

Name:

 Lucia Santini

Title:

President

 

Title:

Managing Director

 


Exhibit 99.B(h)(7)

 

AMENDMENT TO TRANSFER  AGENCY AGREEMENT

 

AMENDMENT made as of December 6, 2012, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business trust (the “Trust”) and Boston Trust & Investment Management Company (formerly, United States Trust Company of Boston), a Massachusetts chartered banking and trust company (“Transfer Agent”), to that certain Transfer Agency Agreement, dated as of March 23, 1999, as amended, between the Trust and the Transfer Agent. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties wish to update the Agreement to reflect changes in the names of the Boston Trust Balanced Fund and the Walden Balanced Fund;

 

NOW, THEREFORE,  in consideration  of the mutual covenants and promises hereina fter contained and for good and valuable consideration, the receipt and sufficiency of which  is hereby acknowledged,  the Trust and the Transfer Agent hereby agree as   follows:

 

1.            Name Change -  Boston Trust Balanced Fund and Walden Balanced  Fund

 

Schedule A to the Transfer Agency Agreement , attached  hereto, is amended to change  all references to the “BostonTrust Balanced Fund” to the “Boston Trust Asset Management Fund” and all references to the “Walden Balanced Fund” to the “ Walden  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 provisio ns 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 counte rparts, each of which shall be an original but all of which,  taken  together, shall constitute one and the same   agreement.

 

[signatures on following  page]

 


 

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

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

President

 

 

 

 

 

 

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

Managing Director

 


 

Dated as of:
December 6, 2012

 

Schedule A

to the

Transfer Agency Agreement

between

The Boston Trust & Walden Funds

and

Boston Trust & Investment Management Company

 

Name of Fund

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Asset Management Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Innovations Fund

Walden Small Cap Innovations Fund

 

THE BOSTON TRUST & WALDEN FUNDS
(f/k/a The Coventry Group)

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY

(F/K/A/ United States Trust Company of Boston)

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

Name:

Lucia Santini

 

Name:

Lucia Santini

Title:

President

 

Title:

Managing Director

 


 

Dated: December 6, 2012

 

SCHEDULE A

TOTHE

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

 

 

 

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 (3)

 

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 Trust Midcap Fund(2)

 

0.75% of average daily net assets

 

 

 

Walden SMID Cap Innovations Fund(3)

 

0.75% of average daily net assets

 

 

 

Walden Small Cap Innovations Fund

 

0.75% of average daily net assets

 

THE BOSTON TRUST & WALDEN FUNDS
(f/k/a The Conventry Group)

BOSTON TRUST INVESTMENT MANAGEMENT, INC.

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

Name:

Lucia Santini

 

Name:

Lucia Santini

Title:

President

 

Title:

Managing Director

 


(1)  All Fees are computed daily and paid monthly.

(2)  Approved by Board of Trustees on May 19, 2011.

(3)  Approved by Board of Trustees on August 12, 2011

 


Exhibit 99.B(h)(8)

 

AMENDMENT TO TRANSFER AGENCY AGREEMENT

 

AMENDMENT made as of June 9, 2015, between The Boston Trust & Walden Funds (formerly, The Coventry Group), a Massachusetts business Trust (the “Trust) and Boston Trust & Investment Management Company (formerly, United States Trust Company of Boston), a Massachusetts chartered banking and trust company (“Transfer Agent”), to that certain Transfer Agency Agreement, dated as of March 23, 1999, as amended, between the Trust and the Transfer Agent. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement.

 

WHEREAS, the parties wish to update the Agreement to reflect changes in 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 Transfer Agent hereby agree as follows:

 

1.                Addition -  Walden International Equity Fund

 

Schedule A to the Transfer Agency Agreement, attached hereto, is amended to include the Walden International Equity 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.

 

1


 

(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 as of the day and year first above written.

 

 

THE BOSTON TRUST & WALDEN FUNDS

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

President

 

 

 

 

 

 

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

Managing Director

 

2


 

Dated as of:
June 9, 2015

 

Schedule A
To the

Transfer Agency Agreement

between

The Boston Trust & Walden Funds

and

Boston Trust & Investment Management Company

 

Name of Fund

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Boston Trust Midcap Fund

Boston Trust SMID Cap Fund

Boston Trust Small Cap Fund

Walden Asset Management Fund

Walden Equity Fund

Walden Midcap Fund

Walden SMID Cap Innovations Fund

Walden Small  Cap Innovations Fund

Walden  International  Equity Fund

 

THE BOSTON TRUST & WALDEN FUNDS
(f/k/a The Conventry Group)

BOSTON TRUST & INVESTMENT MANAGMENT COMPANY

(f/k/a/ United States Trust Company of Boston)

 

 

By:

/s/ Lucia Santini

 

By:

/s/ Lucia Santini

Name:

Lucia Santini

 

Name:

Lucia Santini

Title:

President

 

Title:

Managing Director

 

3


Exhibit 99.B(h)(13)

 

AMENDMENT TO

SUB-TRANSFER AGENCY AGREEMENT

 

AMENDMENT (this “Amendment”) is made as of March 29, 2019 (“Amendment Effective Date”), between Boston Trust & Investment Management Company, The Boston Trust & Walden Funds (formerly known as the Coventry Group) (collectively, the “Clients”) and FIS Investor Services LLC, formerly known as SunGard Investor Services LLC (assignee of Citi Fund Services Ohio, Inc. (“Citi Fund”) (“FIS”), to that certain Sub-Transfer Agency Services Agreement, as amended and restated on February 24, 2010, between Clients and Citi Fund, as amended by Amendments dated July 26, 2010, December 21, 2010, August 1, 2011, June 28, 2012, October 1, 2012 and May 20, 2015, and assigned by Citi Fund to FIS on February 13, 2015 (the “Agreement”). All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement, except that all references in the Agreement to “Citi” shall be read as references to “FIS”.

 

WHEREAS, FIS and the Clients desire to update Schedule C thereto.

 

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 Client and FIS hereby agree as follows:

 

1.              Schedule C. As of the Amendment Effective Date, Schedule C of the Agreement is hereby deleted in its entirety and replaced with the contents of the attached, Schedule C.

 

2.              Representations and Warranties.

 

(a)         Clients represent that they have full power and authority to enter into and perform this Amendment and that the Board has approved this Amendment.

 

(b)         FIS represents that it has full power and authority to enter into and perform this Amendment.

 

3.              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 the 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.

 


 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed all as of the Amendment Effective Date.

 

 

Boston Trust & Investment Management Company

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

Managing Director

 

Date:

3/29/19

 

 

 

 

The Boston Trust & Walden Funds

 

 

 

 

By:

/s/ Lucia Santini

 

Name:

Lucia Santini

 

Title:

President

 

Date:

 

 

 

 

 

FIS Investor Services LLC

 

 

 

By:

/s/ Peggy Poche

 

Name:

 Peggy Poche

 

Title:

Contract Valuation Manager

 

Date:

3/29/2019

 


 

SCHEDULE C

 

Fund Name

 

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

Walden International Equity Fund

 


Exhibit 99.B(i)(2)

 

 

April 23, 2020

 

Boston Trust Walden Funds

One Beacon Street

Boston, MA  02108

 

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

 

Ladies and Gentlemen:

 

A legal opinion that we prepared was filed with Post-Effective Amendment No. 149 to the Registration Statement for 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. 169 to the Registration Statement (the “Amendment”), and consent to all references to us in the Amendment.

 

Very truly yours,

 

Thompson Hine LLP

 

MVW/ps

 

 


Exhibit 99.B(j)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 21, 2020, relating to the financial statements and financial highlights of Boston Trust Walden Funds for the year ended December 31, 2019, and to the reference to our firm under the headings “Financial Highlights” in the Prospecuts and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information.

 

Cohen & Company, Ltd.

Cleveland, Ohio

April 23, 2020