COVENTRY GROUP (Form: 485BPOS, Received: 07/27/2010 17:12:49)

As filed with the Securities and Exchange Commission on July 27, 2010

Securities Act No. 33-44964

Investment Company Act File No. 811-6526

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		[X]

Pre-Effective Amendment No.		[ ]

Post-Effective Amendment No. 136		[X]

and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		[X]

Amendment No. 138		[X]
THE COVENTRY GROUP

(Exact Name of Registrant as Specified in Charter)

3435 Stelzer Road, Columbus, Ohio 43219

(Address of Principal Executive Offices)

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


Michael V. Wible
Thompson Hine LLP
41 S. High Street,
Suite 1700 Columbus, Ohio 43215

(Address of Agent for Service)

With Copies to:

Jennifer Hankins
Citi Fund Services Ohio, Inc.
3435 Stelzer Road
Columbus, Ohio 43219

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

/ / immediately upon filing pursuant to paragraph (b)

/X/ on August 1, 2010 pursuant to paragraph (b)

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

/ / on (August 1, 2010) pursuant to paragraph (a)(1)

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

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

If appropriate, check the following box:

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

PROSPECTUS
Boston Trust Balanced Fund (BTBFX)
Boston Trust Equity Fund (BTEFX)
Boston Trust Midcap Fund (BTMFX)
Boston Trust Small Cap Fund (BOSOX)
Walden Social Balanced Fund (WSBFX)
Walden Social Equity Fund (WSEFX)
Walden Small Cap Innovations Fund (WASOX)

Prospectus dated August 1, 2010

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

Table of Contents

Fund Summary
1		Boston Trust Balanced Fund
3		Boston Trust Equity Fund
5		Boston Trust Midcap Fund
7		Boston Trust Small Cap Fund
9		Walden Social Balanced Fund
11		Walden Social Equity Fund
13		Walden Small Cap Innovations Fund


More About Investment Objectives, Strategies and Risks
15		Investment Objectives and Strategies
18		Investment Risks
19		Portfolio Holdings
19		The Walden Funds — Environmental, Social and Governance Guidelines


Shareholder Information
22		Pricing of Fund Shares
22		Purchasing and Adding to Your Shares
24		Selling Your Shares
25		Exchanging Your Shares
25		Dividends, Distributions and Taxes


Fund Management
27		The Investment Adviser
28		Portfolio Managers
28		The Distributor and Administrator


Financial Highlights
29		Boston Trust Balanced Fund
30		Boston Trust Equity Fund
31		Boston Trust Midcap Fund
32		Boston Trust Small Cap Fund
33		Walden Social Balanced Fund
34		Walden Social Equity Fund
35		Walden Small Cap Innovations Fund

		August 1, 2010
Boston Trust Balanced Fund		Fund Summary

Investment Goals
The Boston Trust Balanced Fund seeks long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Boston Trust 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 Fee	0.75	%
Distribution (Rule 12b-1) Fees	0.00	%
Other Expenses	0.34	%
Total Annual Fund Operating Expenses ¹	1.09	%
Fee Waiver and/or Expense Reimbursement ²	(0.08	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated automatically by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

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
$103		$322		$558		$1,236

Portfolio Turnover: The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 12.90% of the average value of its portfolio.

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

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

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

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

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

Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments, including adverse political, social and economic developments and differing auditing and legal standards.


www.bostontrust.com		1		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Balanced Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q3 2009		Q4 2008

8.56%		(9.61)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was (2.83)%.

Average Annual Total Returns
(as of December 31, 2009)	1 Year		5 Years		10 Years
Boston Trust Balanced Fund
Before Taxes	13.32	%	2.96	%	3.66	%
After Taxes on Distributions	12.88	%	2.20	%	2.69	%
After Taxes on Distributions and Sale of Fund Shares	8.88	%	2.39	%	2.74	%
S&P 500 ^® Index (reflects no deduction for fees, expenses or taxes)	26.46	%	0.42	%	(0.95	)%
Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)	4.52	%	4.71	%	6.34	%
Citigroup 90-Day U.S. Treasury Bill (reflects no deduction for fees, expenses or taxes)	0.16	%	2.88	%	2.84	%

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

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

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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

Transaction Policies
You can buy or sell shares of the Fund on any business day through the Distributor or through your investment representative. You can pay for shares by check or wire transfer. When selling shares, you will receive a check, unless you request a wire transfer.

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

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


www.bostontrust.com		2		www.waldenassetmgmt.com

		August 1, 2010
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	0.00	%
Other Expenses	0.37	%
Total Annual Fund Operating Expenses ¹	1.12	%
Fee Waiver and/or Expense Reimbursement ²	(0.12	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.00	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

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

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

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


www.bostontrust.com		3		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Equity Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q2 2009		Q4 2008

14.14%		(18.50)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was (5.86)%.

					Since
Average Annual Total Returns					Inception
(as of December 31, 2009)	1 Year		5 Years		(10/1/03)
Boston Trust Equity Fund
Before Taxes	22.45	%	1.50	%	4.41	%
After Taxes on Distributions	22.28	%	1.24	%	4.10	%
After Taxes on Distributions and Sale of Fund Shares	14.81	%	1.29	%	3.78	%
S&P 500 ^® Index (reflects no deduction for fees, expenses or taxes)	26.46	%	0.42	%	3.53	%

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

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


www.bostontrust.com		4		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Midcap Fund		Fund Summary

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

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

Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (load) Imposed on Purchases	None
Maximum Deferred Sales Charge (load)	None
Redemption Fee (as a percentage of amount redeemed, if applicable)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	0.00	%
Other Expenses	0.57	%
Acquired Fund Fees and Expenses	0.01	%
Total Annual Fund Operating Expenses ¹	1.33	%
Fee Waiver and/or Expense Reimbursement ²	(0.32	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$103		$322		$558		$1,236

Principal Investment Strategies
The Fund invests at least 80% of its assets in a diversified portfolio of equity securities of domestic midcap companies. “Assets” means net assets, plus the amount of borrowings for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines midcap companies as those with market capitalizations within the range encompassed by the Russell Midcap Index at the time of purchase. As of May 31, 2010, the market capitalization range of the Russell Midcap Index was between $1.3 billion and $14.1 billion. The Fund also may invest in foreign securities.

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

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


www.bostontrust.com		5		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Midcap Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q2 2009		Q4 2008

18.26%		(21.85)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was 2.05%.

			Since
Average Annual Total Returns			Inception
(as of December 31, 2009)	1 Year		(9/24/07)
Boston Trust Midcap Fund
Before Taxes	33.34	%	(4.57	)%
After Taxes on Distributions	33.28	%	(4.73	)%
After Taxes on Distributions and Sale of Fund Shares	21.75	%	(3.89	)%
Russell Midcap ^® Index (reflects no deduction for fees, expenses or taxes)	40.48	%	(9.31	)%

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

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


www.bostontrust.com		6		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Small Cap Fund		Fund Summary

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

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

Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (load) Imposed on Purchases	None
Maximum Deferred Sales Charge (load)	None
Redemption Fee (as a percentage of amount redeemed, if applicable)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fee	0.75	%
Distribution (Rule 12b-1) Fees	0.00	%
Other Expenses	0.39	%
Acquired Fund Fees and Expenses	0.02	%
Total Annual Fund Operating Expenses ¹	1.16	%
Fee Waiver and/or Expense Reimbursement	(0.14	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement ²	1.02	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$104		$325		$563		$1,248

Principal Investment Strategies
The Fund invests at least 80% of its assets in a diversified portfolio of equity securities of domestic small cap companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of May 31, 2010, the market capitalization range of the Russell 2000 Index was between $112 million and $2.3 billion. The Fund also may invest in foreign securities.

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

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

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


www.bostontrust.com		7		www.waldenassetmgmt.com

		August 1, 2010
Boston Trust Small Cap Fund		Fund Summary

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

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q2 2009		Q4 2008

20.53%		(21.72)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was 0.75%.

Average Annual Total Returns
(as of December 31, 2009)	1 Year		5 Years		10 Years
Boston Trust Small Cap Fund
Before Taxes	28.88	%	4.11	%	9.53	%
After Taxes on Distributions	28.85	%	NA		NA
After Taxes on Distributions and Sale of Fund Shares	18.81	%	NA		NA
Russell 2000 ^® Index (reflects no deduction for fees, expenses or taxes)	27.17	%	0.51	%	3.51	%

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

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


www.bostontrust.com		8		www.waldenassetmgmt.com

		August 1, 2010
Walden Social Balanced Fund		Fund Summary

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

Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Social 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	0.00	%
Other Expenses	0.42	%
Acquired Fund Fees and Expenses	0.01	%
Total Annual Fund Operating Expenses ¹	1.18	%
Fee Waiver and/or Expense Reimbursement ²	(0.17	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$103		$322		$558		$1,236

Principal Investment Strategies
The Fund invests in stocks, bonds and money market instruments, with at least 25% of the Fund’s assets invested in fixed-income securities and at least 25% of the Fund’s assets invested in foreign and domestic equity securities. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. The Fund will primarily purchase investment grade bonds, but may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade. The Fund may invest up to 5% of its total assets in community development loan funds or financial institutions supporting the economic development of underserved populations and communities. The Walden Social Balanced Fund integrates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy.

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.

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


www.bostontrust.com		9		www.waldenassetmgmt.com

		August 1, 2010
Walden Social Balanced Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q3 2009		Q4 2008

8.77%		(12.90)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was (2.75)%.

Average Annual Total Returns
(as of December 31, 2009)	1 Year		5 Years		10 Years
Walden Social Balanced Fund
Before Taxes	14.88	%	1.32	%	2.48	%
After Taxes on Distributions	14.65	%	0.83	%	1.92	%
After Taxes on Distributions and Sale of Fund Shares	9.94	%	1.04	%	1.89	%
S&P 500 ^® Index (reflects no deduction for fees, expenses or taxes)	26.46	%	0.42	%	(0.95	)%
Barclays U.S. Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes)	4.52	%	4.71	%	6.34	%
Citigroup 90-Day U.S. Treasury Bill (reflects no deduction for fees, expenses or taxes)	0.16	%	2.88	%	2.84	%

Portfolio Management
Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	Stephen Moody, Since 1999

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


www.bostontrust.com		10		www.waldenassetmgmt.com

		August 1, 2010
Walden Social Equity Fund		Fund Summary

Investment Goals
The Walden Social Equity Fund seeks long-term capital growth through an actively managed portfolio of stocks.

Fees and Expenses of the Fund
This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden Social 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	0.00	%
Other Expenses	0.42	%
Total Annual Fund Operating Expenses ¹	1.17	%
Fee Waiver and/or Expense Reimbursement ²	(0.16	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.01	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$103		$322		$558		$1,236

Principal Investment Strategies
The Fund invests, under normal circumstances, at least 80% of its assets in domestic and foreign equity securities. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. The Walden Social Equity Fund integrates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy.

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

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


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		August 1, 2010
Walden Social Equity Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q3 2009		Q4 2008

14.02%		(21.00)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was (3.92)%.

Average Annual Total Returns
(as of December 31, 2009)	1 Year		5 Years		10 Years
Walden Social Equity Fund
Before Taxes	24.52	%	0.87	%	2.06	%
After Taxes on Distributions	24.29	%	0.55	%	1.81	%
After Taxes on Distributions and Sale of Fund Shares	16.24	%	0.75	%	1.72	%
S&P 500 ^® Index (reflects no deduction for fees, expenses or taxes)	26.46	%	0.42	%	(0.95	)%

Portfolio Management
Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	Robert Lincoln, Since 1999 William H. Apfel, CFA, Since 2010

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


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Walden Small Cap Innovations Fund		Fund Summary

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

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

Shareholder Fees (fees paid directly from your investment)
Maximum Sales Charge (load) Imposed on Purchases	None
Maximum Deferred Sales Charge (load)	None
Redemption Fee (as a percentage of amount redeemed, if applicable)	None
Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.75	%
Distribution (Rule 12b-1) Fees	0.00	%
Other Expenses	0.93	%
Acquired Fund Fees and Expenses	0.02	%
Total Annual Fund Operating Expenses ¹	1.70	%
Fee Waiver and/or Expense Reimbursement ²	(0.68	)%
Total Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement	1.02	%


1		The Total Fund Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial highlights include only the direct operating expenses incurred by the Fund, not the indirect costs of investing in other investment companies (“Acquired Funds”).
2		The Adviser has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through August 1, 2011 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The addition of certain non-waivable expenses may cause the Fund’s Net Expenses to exceed the maximum amount of 1.00% agreed to by the Adviser. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

1 Year		3 Years		5 Years		10 Years
$104		$325		$563		$1,248

Principal Investment Strategies
The Fund invests at least 80% of its assets in a diversified portfolio of equity securities of domestic small cap domestic companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of May 31, 2010, the market capitalization range of the Russell 2000 Index was between $112 million and $2.3 billion. The Fund seeks to invest in companies with innovative products and services or that offer environmental or societal benefits. The Fund also may invest in foreign securities. The Walden Small Cap Innovations Fund integrates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy.

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

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


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		August 1, 2010
Walden Small Cap Innovations Fund		Fund Summary

Average Total Returns (Years ended December 31)


Best quarter:		Worst quarter:

Q2 2009		Q1 2009

21.55%		(12.43)%

For the period January 1, 2010 through June 30, 2010, the aggregate (non-annualized) total return for the Fund was 0.66%.


Average Annual Total Returns (as of December 31, 2009)	1 Year		Since Inception (10/24/08)
Walden Small Cap Innovations Fund
Before Taxes	31.77	%	31.56	%
After Taxes on Distributions	31.08	%	30.98	%
After Taxes on Distributions and Sale of Fund Shares	20.79	%	26.63	%
S&P 500 ^® Index (reflects no deduction for fees, expenses or taxes)	26.46	%	25.69	%

Portfolio Management
Investment Adviser:	Boston Trust Investment Management, Inc.
Portfolio Manager:	Kenneth Scott, CFA, Since 2008

Buying and Selling Fund Shares
Minimum Initial Investment:		$100,000
Minimum Additional Investment:		$1,000

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


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More About Investment Objectives, Strategies And Risks		Fund Summary

INVESTMENT OBJECTIVES AND STRATEGIES

Boston Trust Balanced Fund

Investment Objective

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

Policies and Strategies

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

	•	maintains an actively managed portfolio of stocks, bonds and money market instruments
	•	will generally invest at least 25% of its total assets in fixed-income securities and at least 25% of its total assets in equity securities
	•	may purchase both common stock and preferred stock
	•	will primarily purchase bonds that are investment grade
	•	may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade
	•	may invest in the securities of foreign issuers and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

Boston Trust Equity Fund

Investment Objective

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

Policies and Strategies

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

	•	will invest substantially all, but in no event less than 80%, of the value of its assets in equity securities under normal circumstances
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	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 and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

Policies and Strategies
The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its assets) in a diversified portfolio of quity securities of midcap companies. For these purposes, the Adviser defines midcap issuers as those with market capitalizations within the range encompassed by the Russell Midcap Index at the time of purchase. As of May 31, 2010, the market capitalization range of the Russell Midcap Index was between $1.3 billion and $14.1 billion.

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

	•	invests substantially all, but in no event less than 80%, of its assets in U.S. domestic equity securities of midcap companies under normal circumstances
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	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 and may acquire


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		sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

Policies and Strategies
The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small cap companies. For these purposes, the Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000 Index at the time of purchase. As of May 31, 2010, the market capitalization range of the Russell 2000 Index was between $112 million and $2.3 billion.

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

	•	invests substantially all, but in no event less than 80%, of its net assets in U.S. domestic equity securities of small cap companies
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	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 and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

Prior Performance
The Fund’s investment objective and policies are substantially similar to those of a collective investment fund (the “Collective Fund”) that was previously managed with full investment authority by the parent company of the Fund’s Adviser prior to the establishment of the Fund on December 16, 2005. The assets of the Collective Fund were converted into assets of the Fund at that time. The Fund’s performance as shown on page 8 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 Social Balanced Fund
Investment Objective
The investment objective of the Walden Social Balanced Fund is to seek long-term capital growth and income through an actively managed portfolio of stocks, bonds and money market instruments.

Policies and Strategies
Consistent with the Fund’s investment objective, the Fund:

	•	maintains an actively managed portfolio of stocks, bonds and money market instruments
	•	will invest at least 25% of its total assets in fixed-income securities and at least 25% of its total assets in equity securities
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	will primarily purchase investment grade bonds
	•	may invest up to 20% of its total assets in fixed-income securities that are considered non-investment grade
	•	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 and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies


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More About Investment Objectives, Strategies And Risks (continued)

	•	may invest up to 5% of its total assets in community development loan funds or financial institutions supporting the economic development of underserved populations and communities
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

Policies and Strategies
Consistent with the Fund’s investment objective, the Fund:

	•	will invest substantially all, but in no event less than 80%, of the value of its assets in equity securities under normal circumstances
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	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 and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

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

	•	invests substantially all, but in no event less than 80%, of its net assets in U.S. domestic equity securities of small cap companies
	•	will invest in the following types of equity securities: common stocks, preferred stocks, securities convertible or exchangeable into common stocks, warrants and any rights to purchase common stocks
	•	seeks to invest in companies with innovative products, services or that offer environmental or societal benefits and potential financial rewards.
	•	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 and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts
	•	may engage in repurchase transactions pursuant to which the Fund purchases a security and simultaneously commits to resell that security to the seller (either a bank or a securities dealer) at an agreed upon price on an agreed upon date (usually within seven days of purchase)
	•	may invest in other investment companies
	•	the adviser may sell a security for numerous reasons. A security may be sold due to a change in the company’s fundamentals or if the adviser believes the security is no longer attractively valued. Investments may also be sold if the adviser identifies another industry, sector or stock that it believes offers a better investment opportunity.

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

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

Higher Quality – The Adviser seeks to identify companies that are higher quality in terms of their financial characteristics. The Adviser defines higher quality companies as faster growing and more profitable with strong balance sheets.*

Using a quantitative process, the Adviser narrows the universe of investable small cap companies to a subset of firms judged to be of superior relative financial quality. Typically, these companies exhibit sustainable sales growth, persistent profitability, and lower than average risk. The Adviser may invest in companies that


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do not exhibit strength in these business characteristics if the Adviser expects significant improvement. Please see the section entitled “The Walden Funds – Environmental, Social & Governance Guidelines”.

Innovation – The Adviser seeks to identify companies that are innovative in their products, services or processes. Innovative products are often ones for which consumers are willing to pay a premium. In particular, the Adviser seeks innovative companies that are leveraged to secular market trends with long-term investment potential. These secular market trends may include demographics, consumer lifestyle, an increasingly technical workforce, or legal and regulatory issues.

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

The Funds buy and sell securities subject to the following portfolio construction guidelines:

	•	Each Fund is broadly diversified across economic sectors. The Funds generally maintain economic sector weights comparable to those of the small cap market.
	•	The weighting of any single investment generally does not exceed 3% of a Fund’s net assets at market value at the time of purchase.
	•	Each Fund seeks to maintain a weighted average market capitalization that falls within the range of the Russell 2000 Index.
	•	In the aggregate, each Fund expects to invest in a set of companies that has financial characteristics superior to those of the small cap market. Such characteristics generally include higher company profitability, greater sales and earnings growth, reasonable valuation and lower risk.
	•	Each Fund attempts to maintain a cash and/or money market instrument position of no more than 5% of its net assets, although cash flows may cause the Fund’s cash position to be higher or lower.

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

Investment 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 the following risks:

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

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

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

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

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

	•	Small Cap Risk: Investments in smaller companies involve greater risks than investments in larger, more established companies. Smaller capitalization companies may experience higher growth rates and higher failure rates than do larger capitalization companies. In addition, smaller companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. The trading volume of securities of smaller capitalization companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies. Some small capitalization stocks may be less liquid, making it difficult for the Fund to buy and sell shares of smaller companies. Smaller companies may lack depth of management, may have limited product lines, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets


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		are not yet established and may never become established. Smaller companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.

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

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

	•	Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities.

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

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

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

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

DISCLOSURE OF PORTFOLIO HOLDINGS

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

THE WALDEN FUNDS – ENVIRONMENTAL, SOCIAL & GOVERNANCE GUIDELINES

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

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

Walden researches, evaluates and seeks to promote corporate responsibility in five broad areas of concern: products and services, workplace conditions, community impact, environmental impact and corporate governance. In doing so, Walden understands that companies are complex entities that generally exhibit a range of


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corporate conduct, from commendable to objectionable, across various dimensions of ESG performance. In addition, company performance can improve or erode over time, especially relative to peers. Hence, in each of the five broad areas identified above, and notwithstanding other investment considerations, Walden favors companies judged to demonstrate best practices relative to peers, improvement over time, robust management systems, and accountability through standardized public reporting and responsiveness to shareholders.

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

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

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

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

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

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

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

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

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

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

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


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More About Investment Objectives, Strategies And Risks (continued)

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

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

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


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Shareholder Information

PRICING OF FUND SHARES

How NAV is Calculated

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

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

NAV =

TOTAL ASSETS – LIABILITIES

NUMBER OF SHARES OUTSTANDING

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

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

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

PURCHASING AND ADDING TO YOUR SHARES

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

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

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

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

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

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

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


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		August 1, 2010
Shareholder Information (continued)

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 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.

Distribution and Shareholder Services Agreements

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

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

Instructions for Opening or Adding to an Account

Important Information About Procedures for Opening a New Account

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

By Regular Mail or Overnight Service

Initial Investment:

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

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

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

Subsequent Investments:

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

By Wire Transfer

Note: Your bank may charge a wire transfer fee.

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


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		August 1, 2010
Shareholder Information (continued)

SELLING YOUR SHARES

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

Withdrawing Money from Your Fund Investment

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

By Telephone
(unless you have declined telephone sales privileges)

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

By Mail

2(a)		Call 1-800-282-8782, ext. 7050 to request redemption forms or write a letter of instruction indicating: • your Fund and account number • amount you wish to redeem • address to which your check should be sent • account owner signature

2(b)		Mail to: Boston Trust Mutual Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108

By Overnight Service

See instruction 2 above.

Send to: Boston Trust Mutual Funds,

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

By Wire Transfer

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

Note: Your financial institution may also charge a separate fee. Call 1-800-282-8782, ext. 7050 to request a wire transfer.

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

General Policies on Selling Shares
Redemptions in Writing Required

You must request redemption in writing in the following situations:

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

2.		Circumstances under which redemption requests require a signature guarantee include, but may not be limited to, each of the following.
		• Your account address has changed within the last 10 business days. • The check is not being mailed to the address on your account. • The check is not being made payable to the owner(s) of the account. • The redemption proceeds are being transferred to another Fund account with a different registration. • The redemption proceeds are being wired to bank instructions not on your account.

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

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

Redemptions within 15 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 15 business days). You can avoid this delay by purchasing shares with a certified check.

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

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


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Shareholder Information (continued)

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

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

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 Mutual Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108, or by calling 1-800-282-8782, ext. 7050. Please provide the following information:

• Your name and telephone number
• The exact name on your account and account number
• Taxpayer identification number (usually your social security number)
• Dollar value or number of shares to be exchanged
• The name of the Fund from which the exchange is to be made
• The name of the Fund into which the exchange is being made.

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

Notes on Exchanges

	•		The registration and tax identification numbers of the two accounts must be identical.
	•		The Exchange Privilege (including automatic exchanges) may be changed or eliminated at any time upon a 60-day notice to shareholders.

DIVIDENDS, DISTRIBUTIONS AND TAXES

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

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

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

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

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

Currently effective tax legislation generally provides for a maximum tax rate for individual taxpayers of 15% on long-term gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by the Funds are generally taxed to individual taxpayers: (i) distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum rate of 15%; (ii) a shareholder will also have to satisfy a greater than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate; and (iii) distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer. It is currently unclear whether Congress will extend these provisions for taxable years beginning on or after January 1, 2011.

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


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Shareholder Information (continued)

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

Foreign shareholders may be subject to special withholding requirements.

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

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

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


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Fund Management

The Investment Adviser

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

The Adviser makes the day-to-day investment decisions for the Funds. In addition, the Adviser continuously reviews, supervises and administers each Fund’s investment program. For these advisory services, each of the Funds paid the Adviser investment advisory fees equaling 0.75% of its average daily net assets during the fiscal year ended March 31, 2010.

The Adviser has contractually agreed to reduce the amount of advisory fees it receives from each Fund and/or reimburse each Fund to the extent necessary to limit the Total Fund Operating Expenses of each Fund to 1.00% of its average daily net assets. This agreement is effective through August 1, 2011 and is exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles). Each Fund has agreed to repay the Adviser for amounts waived or reimbursed by the Adviser provided that such repayment does not cause a Fund’s Total Fund Operating Expenses to exceed 1.00% of its average daily net assets and the repayment is made within three years after the year in which the Adviser incurred the expense.

Information regarding the factors considered by the Board of Trustees of the Funds in connection with their most recent renewal of the Investment Advisory Agreement with respect to the Funds is provided in the Funds’ Annual Report to Shareholders for the fiscal year ended March 31, 2010.

ESG Research and Shareholder Advocacy

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


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Fund Management (continued)

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


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

Walden Social Equity Fund: William H. Apfel, CFA (Effective October 1, 2010)		Mr. Apfel, a portfolio manager at the Adviser, serves as Executive Vice President and Director of Securities Research at the Adviser’s parent company, where he has worked since 1989. Mr. Apfel earned his B.A. from Binghamton University, M.A. from Georgetown University and Ph. D from Brown University.

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

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

Walden Social Balanced Fund: Stephen Moody		Mr. Moody, a portfolio manager at the Adviser, serves as Senior Vice President and Chairman of the Social Investment Policy Committee for the Adviser’s parent company. Mr. Moody earned his B.A. from the University of California at Berkeley and an M.A. in Economics from the Graduate Facility of the New School for Social Research. He is a member of the American Economic Association and the Boston Security Analysts Society.

Walden Social Equity Fund: Robert Lincoln		Mr. Lincoln, a portfolio manager at the Adviser, serves as Senior Vice President and Chief Economic Strategist for the Adviser’s parent company, a position he has held since 1984. Mr. Lincoln earned his B.A. degree (magna cum laude) in economics and M.A. in Economics from Harvard University.

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

The Distributor and Administrator
Foreside Distribution Services, L.P., 10 High Street, Boston, MA 02110 is the Funds’ distributor and Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, OH 43219 is the Funds’ administrator. Citi Fund Services Ohio, Inc. also has voluntarily agreed to waive a portion of its fees. The administrative fees waived are not subject to repayment. This voluntary fee waiver may be revised or canceled at any time.


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Financial Highlights

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

Boston Trust Balanced Fund

Selected data for a share outstanding throughout the years indicated.

	For the year		For the year			For the year		For the year		For the year
	ended		ended			ended		ended		ended
	March 31,		March 31,			March 31,		March 31,		March 31,
	2010		2009			2008		2007		2006
Net Asset Value, Beginning of Period	$	23.33	$	30.31		$	29.87	$	29.11	$	28.77

Investment Activities:
Net investment income		0.47		0.49	(a)		0.46		0.46		0.53
Net realized and unrealized gains (losses) from investment transactions		5.36		(6.11)			1.42		2.13		0.88
Total from investment activities		5.83		(5.62)			1.88		2.59		1.41

Dividends:
Net investment income		(0.47)		(0.52)			0.45)		(0.43)		(0.52)
Net realized gains from investments		—		(0.84)			(0.99)		(1.40)		(0.55)
Total dividends		(0.47)		(1.36)			(1.44)		(1.83)		(1.07)

Net Asset Value, End of Period	$	28.69	$	23.33		$	30.31	$	29.87	$	29.11

Total Return		25.08%		(18.68)%			6.06%		8.98%		4.97%

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	200,312	$	148,401		$	183,314	$	170,307	$	164,475
Ratio of net expenses to average net assets		1.00%		1.00%			1.00%		1.00%		1.00%
Ratio of net investment income to average net assets		1.84%		1.80%			1.46%		1.50%		1.76%
Ratio of expenses (before fee reductions) to average net assets(b)		1.08%		1.08%			1.08%		1.07%		1.08%
Portfolio turnover rate		12.90%		21.30%			33.49%		37.24%		29.77%

(a)		Calculated using the average shares method.
(b)		During the period, certain fees were reduced and total fund expenses were capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		29		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Boston Trust Equity Fund

Selected data for a share outstanding throughout the years indicated.

	For the year		For the year			For the year		For the year		For the year
	ended		ended			ended		ended		ended
	March 31,		March 31,			March 31,		March 31,		March 31,
	2010		2009			2008		2007		2006

Net Asset Value, Beginning of Period	$	8.77	$	13.17		$	13.17	$	12.39	$	11.86

Investment Activities:
Net investment income		0.10		0.10	(a)		0.08		0.09		0.09
Net realized and unrealized gains (losses) from investment transactions		3.85		(4.40)			0.30		1.04		0.65
Total from investment activities		3.95		(4.30)			0.38		1.13		0.74

Dividends:
Net investment income		(0.10)		(0.10)			(0.08)		(0.08)		(0.09)
Net realized gains from investments		—		—			(0.30)		(0.27)		(0.12)
Total dividends		(0.10)		(0.10)			(0.38)		(0.35)		(0.21)

Net Asset Value, End of Period	$	12.62	$	8.77		$	13.17	$	13.17	$	12.39

Total Return		45.13%		(32.73)%			2.59%		9.20%		6.23%

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	53,583	$	38,699		$	65,050	$	59,884	$	48,574
Ratio of net expenses to average net assets		1.00%		1.00%			1.00%		1.00%		1.00%
Ratio of net investment income to average net assets		0.92%		0.86%			0.55%		0.71%		0.73%
Ratio of expenses (before fee reductions) to average net assets(b)		1.11%		1.10%			1.10%		1.11%		1.11%
Portfolio turnover rate		19.90%		28.85%			23.53%		21.48%		20.44%

(a)		Calculated using the average shares method.
(b)		During the period, certain fees were reduced and total fund expenses were capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		30		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Boston Trust Midcap Fund

Selected data for a share outstanding throughout the periods indicated.

	For the		For the			For the
	year ended		year ended			period ended
	March 31,		March 31,			March 31,
	2010		2009			2008 (a)

Net Asset Value, Beginning of Period	$	6.08	$	9.23		$	10.00

Investment Activities:
Net investment income		0.02		0.02	(b)		0.01
Net realized and unrealized gains (losses) from investment transactions		3.36		(3.07)			(0.71)
Total from investment activities		3.38		(3.05)			(0.70)

Dividends:
Net investment income		(0.02)		(0.02)			—(c)
Net realized gains from investments		—		(0.08)			(0.07)
Total dividends		(0.02)		(0.10)			(0.07)

Net Asset Value, End of Period	$	9.44	$	6.08		$	9.23

Total Return		55.68%		(33.03)%			(7.05)%	^(d)

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	16,309	$	8,019		$	13,433
Ratio of net expenses to average net assets		1.00%		1.00%			1.00%	^(e)
Ratio of net investment income to average net assets		0.26%		0.24%			0.29%	^(e)
Ratio of expenses (before fee reductions) to average net assets (f)		1.32%		1.48%			1.58%	^(e)
Portfolio turnover		26.44%		22.93%			17.87%	^(d)

(a)		Commenced operations on September 24, 2007.
(b)		Calculated using the average shares method.
(c)		Less than $0.005 per share.
(d)		Not annualized for periods less than one year.
(e)		Annualized for periods less than one year.
(f)		During the period, certain fees were reduced and total fund expenses were capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		31		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Boston Trust Small Cap Fund

Selected data for a share outstanding throughout the periods indicated.

	For the year		For the year			For the year		For the year		For the period
	ended		ended			ended		ended		ended
	March 31,		March 31,			March 31,		March 31,		March 31,
	2010		2009			2008			2007	2006 (a)

Net Asset Value, Beginning of Period	$	7.21	$	10.92		$	11.55	$	10.94	$	10.00

Investment Activities:
Net investment income (loss)		0.02		0.02	(b)		0.03		(0.01)		—
Net realized and unrealized gains (losses) from investment transactions		4.31		(3.64)			(0.14)		0.85		0.94
Total from investment activities		4.33		(3.62)			(0.11)		0.84		0.94

Dividends:
Net investment income		(0.02)		(0.02)			(0.02)		—		—
Net realized gains from investments		—		(0.07)			(0.50)		(0.23)		—
Total dividends		(0.02)		(0.09)			(0.52)		(0.23)		—

Net Asset Value, End of Period	$	11.52	$	7.21		$	10.92	$	11.55	$	10.94

Total Return		60.01%		(33.24)%			(1.21)%		7.75%		9.40%	^(c)

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	133,511	$	25,504		$	30,423	$	20,679	$	10,938
Ratio of net expenses to average net assets		1.00%		1.10%			1.08%		1.25%		1.23%	^(d)
Ratio of net investment income (loss) to average net assets		0.26%		0.21%			0.25%		(0.13)%		(0.02)%	^(d)
Ratio of expenses (before fee reductions) to average net assets(e)		1.14%		1.18%			1.14%		1.43%		1.52%	^(d)
Portfolio turnover rate		26.68%		21.28%			19.53%		10.18%		3.62%	^(c)

(a)		Commenced operations on December 16, 2005.
(b)		Calculated using the average shares method.
(c)		Not annualized for periods less than one year.
(d)		Annualized for periods less than one year.
(e)		During the period, certain fees were reduced and total fund expenses were capped at 1.25% through March 31, 2009 and at 1.00% there after. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		32		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Walden Social Balanced Fund

Selected data for a share outstanding throughout the years indicated.

	For the year		For the year			For the year		For the year		For the year
	ended		ended			ended		ended		ended
	March 31,		March 31,			March 31,		March 31,		March 31,
	2010		2009			2008		2007		2006

Net Asset Value, Beginning of Period	$	8.84	$	11.90		$	11.83	$	11.58	$	11.08

Investment Activities:
Net investment income		0.16		0.16	(a)		0.19		0.18		0.18
Net realized and unrealized gains (losses) from investment transactions		2.11		(2.88)			0.46		0.38		0.49
Total from investment activities		2.27		(2.72)			0.65		0.56		0.67

Dividends:
Net investment income		(0.13)		(0.21)			(0.17)		(0.17)		(0.17)
Net realized gains from investments		—		(0.13)			(0.41)		(0.14)		—
Total dividends		(0.13)		(0.34)			(0.58)		(0.31)		(0.17)

Net Asset Value, End of Period	$	10.98	$	8.84		$	11.90	$	11.83	$	11.58

Total Return		25.78%		(22.91)%			5.30%		4.85%		6.06%

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	41,500	$	29,005		$	33,182	$	29,644	$	29,722
Ratio of net expenses to average net assets		1.00%		1.00%			1.00%		1.00%		1.00%
Ratio of net investment income to average net assets		1.59%		1.55%			1.52%		1.52%		1.49%
Ratio of expenses (before fee reductions) to average net assets(b)		1.17%		1.19%			1.16%		1.17%		1.18%
Portfolio turnover rate		27.02%		71.27%			38.99%		28.57%		41.14%

(a)		Calculated using the average shares method.
(b)		During the period, certain fees were reduced and total fund expenses were capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		33		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Walden Social Equity Fund

Selected data for a share outstanding throughout the years indicated.

	For the year		For the year			For the year		For the year		For the year
	ended		ended			ended		ended		ended
	March 31,		March 31,			March 31,		March 31,		March 31,
	2010		2009			2008		2007		2006

Net Asset Value, Beginning of Period	$	8.01	$	12.54		$	12.31	$	12.09	$	11.34

Investment Activities:
Net investment income		0.11		0.14	(a)		0.08		0.07		0.09
Net realized and unrealized gains (losses) from investment transactions		3.63		(4.48)			0.57		0.61		0.74
Total from investment activities		3.74		(4.34)			0.65		0.68		0.83

Dividends:
Net investment income		(0.14)		(0.10)			(0.08)		(0.08)		(0.08)
Net realized gains from investments		—		(0.09)			(0.34)		(0.38)		—
Total dividends		(0.14)		(0.19)			(0.42)		(0.46)		(0.08)

Net Asset Value, End of Period	$	11.61	$	8.01		$	12.54	$	12.31	$	12.09

Total Return		46.79%		(34.74)%			5.01%		5.62%		7.32%

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	72,087	$	43,280		$	51,903	$	49,873	$	48,712
Ratio of net expenses to average net assets		1.00%		1.00%			1.00%		1.00%		1.00%
Ratio of net investment income to average net assets		1.18%		1.36%			0.59%		0.68%		0.70%
Ratio of expenses (before fee reductions) to average net assets(b)		1.16%		1.19%			1.18%		1.15%		1.12%
Portfolio turnover rate		25.16%		40.07%			44.67%		25.50%		29.11%

(a)		Calculated using the average shares method.
(b)		During the period, certain fees were reduced and total fund expenses were capped at 1.00%. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		34		www.waldenassetmgmt.com

		August 1, 2010
Financial Highlights

Walden Small Cap Innovations Fund

Selected data for a share outstanding throughout the periods indicated.

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

Net Asset Value, Beginning of Period	$	9.19	$	10.00

Investment Activities:
Net investment income		0.02		0.03	(b)
Net realized and unrealized gains (losses) from investment transactions		5.60		(0.83)
Total from investment activities		5.62		(0.80)

Dividends:
Net investment income		(0.02)		(0.01)
Net realized gains from investments		(0.22)		—
Total dividends		(0.24)		(0.01)

Net Asset Value, End of Period	$	14.57	$	9.19

Total Return		61.45%		(7.98)%	^(c)

Ratios/Supplemental Data:
Net Assets at end of period (000’s)	$	22,057	$	2,340
Ratio of net expenses to average net assets		1.00%		1.16%	^(d)
Ratio of net investment income to average net assets		0.26%		0.63%	^(d)
Ratio of expenses (before fee reductions) to average net assets(e)		1.68%		9.61%	^(d)
Portfolio turnover rate		23.07%		4.37%	^(c)

(a)		Commenced operations on October 24, 2008.
(b)		Calculated using the average shares method.
(c)		Not annualized for periods less than one year.
(d)		Annualized for periods less than one year.
(e)		During the period, certain fees were reduced and total fund expenses were capped at 1.25% through March 31, 2009 and at 1.00% there after. If such expense caps had not been in place, the ratio would have been as indicated.


www.bostontrust.com		35		www.waldenassetmgmt.com

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

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

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

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

	Boston Trust Mutual Funds
	c/o Boston Trust & Investment Management Company
	One Beacon Street
	Boston, Massachusetts 02108
	Telephone: 1-800-282-8782 x7050

Information from the Securities and Exchange Commission:

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

In person:
SEC Office of Investor Education & Advocacy in Washington, D.C. (For their hours of operation, call 1-202-942-8090.)

By mail:
Securities and Exchange Commission
Public Reference Section
Washington, D.C. 20549-0102
(The SEC charges a fee to copy any documents.)

On the EDGAR database via the Internet:

www.sec.gov

By electronic request:

publicinfo@sec.gov

Investment Company Act File No. 811-06526.

BTWPU 08/10

BOSTON TRUST BALANCED FUND

BOSTON TRUST EQUITY FUND

BOSTON TRUST MIDCAP FUND

BOSTON TRUST SMALL CAP FUND

WALDEN SOCIAL BALANCED FUND

WALDEN SOCIAL EQUITY FUND

WALDEN SMALL CAP INNOVATIONS FUND

EACH AN INVESTMENT PORTFOLIO OF

THE COVENTRY GROUP

STATEMENT OF ADDITIONAL INFORMATION

AUGUST 1, 2010

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

TABLE OF CONTENTS

INVESTMENT OBJECTIVES AND POLICIES		3
Additional Information On Portfolio Instruments		3

INVESTMENT RESTRICTIONS		11
Portfolio Turnover		12

NET ASSET VALUE		12
Additional Purchase and Redemption Information		13

MANAGEMENT OF THE GROUP		14
Trustees and Officers		14
Investment Adviser		18
Portfolio Manager Information		20
Code Of Ethics		22
Portfolio Transactions		22
Administrator And Fund Accounting Services		24
Distributor		26
Custodian		26
Transfer Agency Services		26
Independent Registered Public Accounting Firm		28
Legal Counsel		28

ADDITIONAL INFORMATION		29
Description Of Shares		29
Vote Of A Majority Of The Outstanding Shares		31
Additional Tax Information		31
Yields And Total Returns		35
Performance Comparisons		38
Proxy Voting		39
Disclosure of Fund Portfolio Holdings		40

MISCELLANEOUS		40

FINANCIAL STATEMENTS		41

STATEMENT OF ADDITIONAL INFORMATION

THE COVENTRY GROUP

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

INVESTMENT OBJECTIVES AND POLICIES

Additional Information On Portfolio Instruments

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

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

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

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

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

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

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

taxes, brokerage commissions, and custodial costs, generally are higher than for U.S. investments.

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

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

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

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

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

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

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

may experience financial stress which could affect adversely their ability to make payments of interest and principal and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices of many lower-rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically, but such higher yields did not reflect the value of the income stream that holders of such securities expected, but rather, the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers’ financial restructuring or default. There can be no assurance that such declines will not recur. The market for lower-rated debt issues generally is smaller and less active than that for higher quality securities, which may limit the Funds’ ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of lower-rated securities, especially in a smaller and less actively-traded market.

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

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

        OPTIONS AND FUTURES CONTRACTS.   To the extent consistent with its investment objectives and policies, each Fund may purchase and write call and put options on

securities, securities indexes and on foreign currencies and enter into futures contracts and use options on futures contracts, to the extent of up to 5% of its assets. The Funds will engage in futures contracts and related options only for hedging purposes and will not engage in such transactions for speculation or leverage.

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

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

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

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

        ILLIQUID AND RESTRICTED SECURITIES.    The Funds may not invest more than 5% of its net assets in illiquid securities, including (i) securities for which there is no readily available market; (ii) securities the disposition of which would be subject to legal restrictions (so-called “restricted securities”); and (iii)

repurchase agreements having more than seven days to maturity. A considerable period of time may elapse between the Funds’ decision to dispose of such securities and the time when the Funds are able to dispose of them, during which time the value of the securities could decline. Securities which meet the requirements of Securities Act Rule 144A are restricted, but may be determined to be liquid by the Trustees, based on an evaluation of the applicable trading markets.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

        WARRANTS.   Warrants are securities that are usually issued with a bond or preferred stock but may trade separately in the market. A warrant allows its holder to purchase a specified amount of common stock at a specified price for a specified time. The risk in investing in warrants is the Adviser might miscalculate their value, resulting in a loss to each Fund. Another risk is the

warrants will not realize their value because the underlying common stock does reach the Adviser’s anticipated price within the life of the warrant.

INVESTMENT RESTRICTIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Portfolio Turnover

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

The portfolio turnover rate may vary greatly from year to year, as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates generally will result in higher transaction costs, including brokerage commissions, to the Funds and may result in additional tax consequences to the Funds Shareholders. Portfolio turnover will not be a limiting factor in making investment decisions.

NET ASSET VALUE

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

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

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

        The Group 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 Group 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 Group and the valuations so established will be reviewed by the Group under the general supervision of the Group’s Board of Trustees. Several pricing services are available, one or more of which may be used by the Adviser from time to time.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

Shares of each of the Funds are sold on a continuous basis by Foreside Distribution Services, L.P. (“Foreside”), and Foreside has agreed to use appropriate efforts to solicit all purchase orders. In addition to purchasing Shares directly from Foreside, Shares may be purchased through procedures established by Foreside 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 Group may suspend the right of redemption or postpone the date of payment for Shares during any period when (a) trading on the NYSE is restricted by applicable rules and regulations of the Commission, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the Commission has by order permitted such suspension, or (d) an emergency exists as a result of which (i) disposal by

the Group of securities owned by it is not reasonably practical, or (ii) it is not reasonably practical for the Group to determine the fair value of its net assets.

MANAGEMENT OF THE GROUP

THE BOARD OF TRUSTEES

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

INTERESTED TRUSTEES

None

INDEPENDENT TRUSTEES

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

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

Michael M. Van Buskirk	Trustee and	Indefinite;	President and Chief	7	None
3435 Stelzer Road	Chairman of	Trustee since	Executive Officer, Ohio
Columbus, Ohio 43219	the Board	January, 1992.	Bankers League. May, 1991
Date of Birth: 2/22/1947		Chairman since	to present.
		January, 2006.

James H. Woodward	Trustee	Indefinite; Since	Chancellor Emeritus,	7	None
3435 Stelzer Road		February, 2006	University of North
Columbus, Ohio 43219			Carolina at Charlotte,
Date of Birth: 11/24/1939			August, 2005 to present.
			Chancellor, North Carolina
			State University, June,
			2009 to April, 2010.
			Chancellor, University of
			North Carolina at Charlotte.
			July, 1989 to July, 2005.

*	Trustees hold their position until their resignation or removal.
**	The “Fund Complex” consists of The Coventry Group.

OFFICERS WHO ARE NOT TRUSTEES

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

John Danko	President	Indefinite;	Senior Vice President, Citi Fund Services Ohio,
3435 Stelzer Road		Since August 2008	Inc. (formerly BISYS Fund Services Ohio, Inc.),
Columbus, Ohio 43219			September, 2006 to present; Vice President,
Date of Birth: 4/17/1967			BISYS Fund Services Ohio, Inc., September, 1999
			to September, 2006.

Joel B. Engle	Treasurer	Indefinite;	Senior Vice President, Citi Fund Services Ohio,
3435 Stelzer Road		Since May 2010	Inc. (fund administrator), December 2007 to
Columbus, Ohio 43219			present; Vice President, Financial Reporting,
Date of Birth: 10/31/1965			Spectrum Global Fund Administration (March 2007
			to December 2007); Vice President, Fund
			Administration, Citi Fund Services Ohio, Inc.
			(February 2006 to March 2007) and Self-
			employed, retail business owner (April 2003 to
			February 2006).

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

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

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

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

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

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

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

BOARD COMMITTEES

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

RISK OVERSIGHT

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

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

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

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

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

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

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

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

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

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

OWNERSHIP OF SECURITIES

As of July 13, 2010, the Group’s Trustees and officers, as a group, owned less than 1% of each Fund’s outstanding Shares. For the year ended December 31, 2008, 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

None

INDEPENDENT TRUSTEES

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

Diane E. Armstrong	None	None

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

James H. Woodward	None	None

*	“Family of Investment Companies” means The Coventry Group.

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

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

For the fiscal year ended March 31, 2010 the Trustees received the following compensation from the Group 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 Group’s investment adviser:

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

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

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

James H. Woodward	$9,000	$0	$0	$9,000

*	The “Fund Complex” consists of The Coventry Group.

Investment Adviser

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

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

        The Investment Advisory Agreement provides that the Adviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Funds in connection with the performance of the Investment Advisory Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful

misfeasance, bad faith, or gross negligence on the part of the Adviser in the performance of its duties, or from reckless disregard by the Adviser of its duties and obligations thereunder.

For the fiscal year ended March 31, 2008, 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: the Boston Trust Balanced Fund paid the Adviser investment advisory fees of $1,374,279 and the Adviser reimbursed the Fund $38,090 in advisory fees; the Boston Trust Equity Fund paid the Adviser investment advisory fees of $497,428 and the Adviser reimbursed the Fund $29,881 in advisory fees; the Walden Social Balanced Fund paid the Adviser investment advisory fees of $242,677 and the Adviser reimbursed the Fund $34,901 in advisory fees; and the Walden Social Equity Fund paid the Adviser investment advisory fees of $392,795 and the Adviser reimbursed the Fund $64,706 in advisory fees. Boston Trust Small Cap Fund paid the Adviser investment advisory fees of $224,495 and the Adviser reimbursed the Fund $0 in advisory fees. For the period from September 24, 2007, (commencement of operations) through March 31, 2008, the Boston Trust Midcap Fund paid the Adviser investment advisory fees of $53,308 and the Adviser reimbursed the Fund $38,046 in advisory fees.

For the fiscal year ended March 31, 2009, 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: the Boston Trust Balanced Fund paid the Adviser investment advisory fees of $1,250,601 and the Adviser reimbursed the Fund $39,648 in advisory fees; the Boston Trust Equity Fund paid the Adviser investment advisory fees of $413,488 and the Adviser reimbursed the Fund $23,578 in advisory fees; the Walden Social Balanced Fund paid the Adviser investment advisory fees of $224,714 and the Adviser reimbursed the Fund $39,013 in advisory fees; and the Walden Social Equity Fund paid the Adviser investment advisory fees of $395,237 and the Adviser reimbursed the Fund $69,183 in advisory fees; the Boston Trust Small Cap Fund paid the Adviser investment advisory fees of $222,800 and the Adviser reimbursed the Fund $6,931 in advisory fees; and the Boston Trust Midcap Fund paid the Adviser investment advisory fees of $86,401 and the Adviser reimbursed the Fund $48,745 in advisory fees. For the period from October 24, 2008, (commencement of operations) through March 31, 2009, the Walden Small Cap Innovations Fund paid the Adviser investment advisory fees of $3,462 and the Adviser reimbursed the Fund $39,182 in advisory fees and other reimbursements.

For the fiscal year ended March 31, 2010, 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: the Boston Trust Balanced Fund paid the Adviser investment advisory fees of $1,315,294 and the Adviser reimbursed the Fund $44,935 in advisory fees; the Boston Trust Equity Fund paid the Adviser investment advisory fees of $360,054 and the Adviser reimbursed the Fund $26,106 in advisory fees; the Walden Social Balanced Fund paid the Adviser investment advisory fees of $261,765 and the Adviser reimbursed the Fund $38,125 in advisory fees; and the Walden Social Equity Fund paid the Adviser investment advisory fees of $457,536 and the Adviser reimbursed the Fund $63,210 in advisory fees; the Boston Trust Small Cap Fund paid the Adviser investment advisory fees of $642,565 and the Adviser reimbursed the Fund $72,080 in advisory fees; and the Boston Trust Midcap

Fund paid the Adviser investment advisory fees of $85,663 and the Adviser reimbursed the Fund $29,358 in advisory fees; and the Walden Small Cap Innovations Fund paid the Adviser investment advisory fees of $91,255 and the Adviser reimbursed the Fund $75,530 in advisory fees and other reimbursements.

As of March 31, 2010, the Adviser may recoup $122,673, $79,565, $116,149, $79,011, $112,039, $197,099, and $114,712 from the Funds as follows:

Fund	Amount		Expires	Funds	Amount		Expires

Balanced Fund	$	38,090	2011	Social Balanced Fund	$	34,901	2011
		39,648	2012			39,013	2012
		44,935	2013			38,125	2013
Equity Fund		29,881	2011	Social Equity Fund		64,706	2011
		23,578	2012			69,183	2012
		26,106	2013			63,210	2013
Midcap Fund		38,046	2011	Small Cap Innovations Fund		39,182	2012
		48,745	2012			75,530	2013
		29,358	2013
Small Cap Fund		6,931	2012
		72,080	2013

Portfolio Manager Information

Domenic Colasacco serves as Portfolio Manager for both the Boston Trust Balanced Fund and the Boston Trust Equity Fund. Kenneth Scott serves as Portfolio Manager for the Boston Trust Small Cap Fund and the Walden Small Cap Innovations Fund. Stephen Moody serves as Portfolio Manager for the Walden Social Balanced Fund, Robert Lincoln serves as Portfolio Manager for the Walden Social Equity Fund and Stephen Amyouny serves as Portfolio Manager for the Boston Trust 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 March 31, 2010:

	OTHER		OTHER
	REGISTERED		POOLED
	INVESTMENT	ASSETS	INVESTMENT	ASSETS
	COMPANY	MANAGED	VEHICLE	MANAGED		OTHER	ASSETS MANAGED
PORTFOLIO MANAGER	ACCOUNTS	($ MILLIONS)	ACCOUNTS	($ MILLIONS)		ACCOUNTS*	($ MILLIONS)

DOMENIC COLASACCO	0	$0	1	$	325,377,566	187	$	860,482,126

KENNETH SCOTT	0	$0	0	$	0	90	$	1,144,213,158

STEPHEN MOODY	0	$0	3	$	105,084,521	87	$	481,413,594

ROBERT LINCOLN	0	$0	1	$	43,084,712	41	$	379,803,509

STEPHEN AMYOUNY	0	$0	1	$	4,904,846	69	$	329,755,619

WILLIAM H. APFEL	0	$0	2	$	88,251,513	80	$	525,516,803

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

The Adviser has no performance-based accounts.

        Portfolio managers at the Adviser may manage accounts for multiple clients. Portfolio managers at the Adviser make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that portfolio. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, the Adviser may take action with respect to one account that may differ from the timing or nature of action taken, with respect to another account. Accordingly, the performance of each account managed by a portfolio manager will vary.

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

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

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

        The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of March 31, 2010 is as follows:

PORTFOLIO MANAGER		DOLLAR RANGE OF EQUITY SECURITIES BENEFICIALLY OWNED

DOMENIC COLASACCO	Boston Trust Balanced Fund	Over $1,000,000

	Boston Trust Equity Fund	$100,001 - $500,000

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

	Walden Small Cap Innovations Fund	None

STEPHEN MOODY	Walden Social Balanced Fund	$100,001 - $500,000

ROBERT LINCOLN	Walden Social Equity Fund	$500,001 - $1,000,000

STEPHEN AMYOUNY	Boston Trust Midcap Fund	None

WILLIAM APFEL	Walden Social Equity Fund	$100,001 - $500,000

Code of Ethics

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

Portfolio Transactions

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

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

        Transactions on stock exchanges involve the payment of negotiated brokerage commissions. Transactions in the over-the-counter market are generally principal transactions with dealers. With respect to the over-the-counter market, the Group, 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 Group and the Funds. During the fiscal year ended March 31, 2008, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund (from Fund commencement of operations on September 24, 2007), Walden Social Balanced Fund and Walden Social Equity Fund paid $55,730, $26,270, $17,982, $6,759, $14,805, $25,756 respectively, in commissions to firms that provide brokerage and research services to the Fund for aggregate portfolio transactions of $44,819,535, $22,268,720, $9,509,292, $4,756,563, $12,703,502, $21,829,813 respectively. These transactions were on a best execution basis, as discussed above. The provision of research was not necessarily a factor in the placement of all such transactions. During the fiscal year ended March 31, 2009, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund (from Fund commencement of operations on October 24, 2008) paid $18,963, $14,329, $5,006, $1,875, $8,909, $17,421 and $1,054 respectively, in commissions to firms that provide brokerage and research services to the Funds for aggregate portfolio transactions of $21,421,031, $15,076,239, $3,058,505, $1,563,875, $8,495,605, $13,501,479 and $1,360,306 respectively. These transactions were on a best execution basis, as discussed above. The provision of research was not necessarily a factor in the placement of all such transactions. During the fiscal year ended March 31, 2010, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund paid $16,675, $5,605, $52,441, $1,094, $5,849, $9,650 and $5,878 respectively, in commissions to firms that provide brokerage and research services to the Funds for aggregate portfolio transactions of $19,018,306, $68,787, $72,343,459, $3,353,990, $6,184,226, $6,671,410 and $14,549,848, respectively. These transactions were on a best execution basis, as discussed above. The provision of research was not necessarily a factor in the placement of all such transactions.

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

        Except as otherwise disclosed to the shareholders of the Funds and, as permitted by applicable laws, rules and regulations, the Group 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 Group 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 Group 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 Group 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 Group 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 Group.

For the fiscal year ended March 31, 2008, Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund (from Fund commencement of operations on September 24, 2007), Walden Social Balanced Fund and Walden Social Equity Fund paid brokerage commissions of $72,860, $34,153, $30,774, $7,003, $19,396 and $41,522 respectively. During the fiscal year ended March 31, 2009, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund (from Fund commencement of operations on October 24, 2008) paid $52,241, $41,602, $33,288, $7,692, $24,807, $59,750 and $3,082 respectively, in brokerage commissions. For fiscal year ended March 31, 2010, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund paid $48,825, $21,290, $147,184, $9,806, $17,497, $37,750 and $20,874, respectively, in brokerage commissions.

Administrator And Fund Accounting Services

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

Under the Administration Agreement, the Administrator has agreed to maintain office facilities; furnish statistical and research data, clerical, certain bookkeeping services and stationery and office supplies; prepare the periodic reports to the Commission on Form N-SAR or any replacement forms therefor; compile data for, assist the Group 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 Group’s counsel; assist to the extent requested by the Group with the Group’s preparation of its Annual and Semi-Annual Reports to Shareholders and its Registration Statement (on Form N-1A or any replacement therefor); compile data for, prepare and file timely Notices to the Commission required pursuant to Rule 24f-2 under the 1940 Act; keep and maintain the financial accounts and records of each Fund, including calculation of daily expense accruals; and generally assist in all aspects of the Funds’ operations. Under the Administration Agreement, the Administrator may delegate all or any part of its responsibilities thereunder.

The Administrator receives a fee from each Fund for its services as Administrator and expenses assumed pursuant to the Administration Agreement, equal to a fee calculated daily and paid periodically, at the annual rate equal to

twenty one-hundredths of one percent (0.20%) of that Fund’s average daily net assets.

        For the fiscal year ended March 31, 2008, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund (from commencement of operations on September 24, 2007 to March 31, 2008), Walden Social Balanced Fund, and Walden Social Equity Fund paid the Administrator and Prior Administrator total Administrative Fees of $366,478, $132,649, $59,866, $14,216, $64,714 and $104,746, respectively and the Administrator and Prior Administrator together voluntarily waived administrative fees of $103,430, $37,447, $16,762, $4,054, $18,238 and $29,595, respectively. For the fiscal year ended March 31, 2009, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund (from commencement of operations on October 24, 2008 to March 31, 2009) paid the Administrator total Administrative Fees of $338,602, $113,309, $63,177, $26,324, $64,939, $108,539 and $2,360, respectively and the Administrator voluntarily waived administrative fees of $92,923, $30,688, $16,534, $6,430, $16,689, $29,283 and $252, respectively. For fiscal year ended March 31, 2010, the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Small Cap Fund, Boston Trust Midcap Fund, Walden Social Balanced Fund, Walden Social Equity Fund and Walden Small Cap Innovations Fund paid the Administrator total Administrative Fees of $357,090, $99,456, $175,409, $26,472, $76,293, $125,690 and $28,578, respectively, and the Administrator voluntarily waived Administrative Fees of $102,094, $28,005, $50,265, $6,693, $20,319, $35,525 and $7,141, respectively.

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

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

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

certain reports; obtains dealer quotations, prices from a pricing service or matrix prices on all portfolio securities in order to mark the portfolio to the market; and prepares an interim balance sheet, statement of income and expense, and statement of changes in net assets for each Fund.

Distributor

        Foreside serves as agent for each of the Funds in the distribution of its Shares pursuant to a Distribution Agreement dated as of March 31, 2009 (the “Distribution Agreement”). Unless otherwise terminated, the Distribution 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 Group’s Board of Trustees or by the vote of a majority of the outstanding shares of that Fund, and (ii) by the vote of a majority of the Trustees of the Group who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated in the event of any assignment, as defined in the 1940 Act.

        In its capacity as Distributor, Foreside enters into selling agreements with intermediaries that solicit orders for the sale of Shares, advertises and pays the costs of advertising, office space and the personnel involved in such activities. The Distributor continually distributes shares of the Funds on a best efforts basis. The Distributor has no obligation to sell any specific quantity of the Funds’ shares. Foreside receives annual compensation of $15,000 under the Distribution Agreement. Foreside has entered into a Distribution Services Agreement with the Adviser in connection with Foreside’s services as distributor of the Funds pursuant to which the Adviser undertakes to pay Foreside amounts owed to Foreside under the terms of the Distribution Agreement to the extent that the Funds are not otherwise authorized to make such payments.

        Prior its acquisition by Foreside Distributors, LLC on August 1, 2007, the Distributor was known as BISYS Fund Services Limited Partnership.

Custodian

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

Transfer Agency Services

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

agent for NSCC clearing arrangements under a Sub-Transfer Agency Agreement dated February 24, 2010.

Shareholder Services Agreements

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

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

PAYMENT OF ADDITIONAL CASH COMPENSATION

On occasion, the Adviser or the Distributor may make payments out of their respective resources and legitimate profits, which may include profits the Adviser derives from investment advisory fees paid by the Fund, to financial intermediaries as incentives to market the Fund, to cooperate with the Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the payments to financial intermediaries as discussed in above. The payments are made pursuant to agreements between financial intermediaries and the Adviser or Distributor 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 or Distributor access to sales meetings, sales representatives and management representatives; (e) firm support, such as business planning assistance, advertising, and assistance with educating sales personnel about the Fund and shareholder financial planning needs; (f) providing shareholder and administrative services; and (g) providing other distribution-related or asset retention services.

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

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

Independent Registered Public Accounting Firm

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

Legal Counsel

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

ADDITIONAL INFORMATION

DESCRIPTION OF SHARES

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

        Shares have no subscription or preemptive rights and only such conversion or exchange rights as the Board of Trustees may grant in its discretion. When issued for payment as described in the Prospectus and this Statement of Additional Information, the Shares will be fully paid and non-assessable. In the event of a liquidation or dissolution of the Group, 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 Group shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each Fund affected by the matter. For purposes of determining whether the approval of a majority of the outstanding shares of the Fund will be required in connection with a matter, the Funds will be deemed to be affected by a matter unless it is clear that the interests of each Fund in the matter are identical, or that the matter does not affect any interest of the Funds. Under Rule 18f-2, the approval of an investment advisory agreement or any change in investment policy would be acted effectively upon with respect to the Funds only if approved by a majority of the outstanding shares of the Funds. However, Rule 18f-2 also provides that the approval of principal underwriting contracts and the election of Trustees may be effectively acted upon by shareholders of the Group voting without regard to series.

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

Control Persons and Principal Holders of Securities

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. The following tables set forth information concerning such persons that, to the knowledge of the Trust’s Board of Trustees, owned, of record or beneficially, at least five percent of a Fund’s Shares as of July 13, 2010:

		Percent	Nature of
Fund	Name and Address	Ownership	Ownership

Boston Trust Balanced Fund	Boston Trust & Investment Management Co.	94.79%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust Equity	Boston Trust & Investment Management Co.	99.91%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust Midcap Fund	Boston Trust & Investment Management Co.	94.99%	Record
	One Beacon Street
	Boston, MA 02108

Boston Trust Small Cap Fund	Wachovia Bank FBO	18.74%	Record
	Various Retirement Plans
	1525 West WT Harris Blvd
	Charlotte, NC 28288-1076

	Charles Schwab & Co., Inc.	11.12%	Record
	101 Montgomery Street
	San Francisco, CA 94104

	Boston Trust & Investment Management Co.	19.23%	Record
	One Beacon Street
	Boston, MA 02108

	Mitra & Co.	5.57%	Record
	C/O M&I Trust Company
	11270 West Park Place, Suite 400
	Milwaukee, WI 53224

	Blue Cross & Blue Shield of MA, Inc.	7.11%	Record
	401 Park Drive, Landmark Center
	Boston, MA 02215-3326

	Blue Cross & Blue Shield of MA HMO Blue	7.11%	Record
	401 Park Drive, Landmark Center
	Boston, MA 02215-3326

	UBS Financial Services	7.72%	Record
	1000 Harbor Blvd, Floor 5
	Weehawken, NJ 07086-6791

Walden Social Balanced Fund	Boston Trust & Investment Management Co.	69.79%	Record
	One Beacon Street
	Boston, MA 02108

	Fidelity Investments	27.65%	Record
	100 Magellan Way
	Covington, KY 41015-1987

Walden Social Equity Fund	Boston Trust & Investment Management Co.	28.09%	Record
	One Beacon Street
	Boston, MA 02108

	Charles Schwab & Co., Inc.	26.00%	Record
	101 Montgomery Street
	San Francisco, CA 94104

	Fidelity Investments	34.98%	Record
	100 Magellan Way
	Covington, KY 41015-1987

Walden Small Cap Innovations Fund	Charles Schwab & Co., Inc.	5.26%	Record
	101 Montgomery Street
	San Francisco, CA 94104

	RBC Capital Markets Corporation	6.32%	Record
	60 South Sixth Street
	Minneapolis, MN 55402-4400

	Boston Trust & Investment Management Co.	69.82%	Record
	One Beacon Street
	Boston, MA 02108

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

Vote Of A Majority Of The Outstanding Shares

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

Additional Tax Information

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

Each of the Funds is treated as a separate entity for federal income tax purposes and intends each year to qualify and elect to be treated as a “regulated investment company” under the Code, for so long as such qualification is in the best interest of that Fund’s shareholders. To qualify as a regulated investment company, each Fund must, among other things: diversify its investments within certain prescribed limits; derive at least 90% of its gross income from dividends, interest, payments with respect to securities loans, and gains from the sale or other disposition of securities or foreign currencies, or other income derived with respect to its business of investing in such stock, securities, or currencies; and, distribute to its Shareholders at least 90% of its investment company taxable income for the year. In general, the Funds’ investment company taxable income will be its taxable income subject to certain adjustments and

excluding the excess of any net mid-term or 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% of their capital gain net income for the one-year period ending on October 31 of such calendar year. The balance of such income must be distributed during the next calendar year. If distributions during a calendar year were less than the required amount, the Funds would be subject to a non-deductible excise tax equal to 4% of the deficiency.

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

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

The excess of net long-term capital gains over short-term capital losses realized and distributed by the Funds and designated as capital gain dividends, whether paid in cash or reinvested in Fund shares, will be taxable to Shareholders. The Code generally provides through 2010 for a maximum tax rate for individual taxpayers of 15% on long-term capital gains and on certain qualifying dividend income. The rate reductions do not apply to corporate taxpayers. Each Fund will be able to separately designate distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions resulting from a Fund’s investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from dividends paid by “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States which satisfy certain other requirements. Passive foreign investment company are not treated as “qualified foreign corporations.” Foreign tax credits associated with dividends from “qualified foreign corporations” will be limited to reflect the reduced U.S. tax on those dividends.

Foreign taxes may be imposed on the Funds by foreign countries with respect to its income from foreign securities, if any. It is expected that, because less than

50% in value of each Fund’s total assets at the end of its fiscal year will be invested in stocks or securities of foreign corporations, none of the Funds will be entitled under the Code to pass through to its Shareholders their pro rata share of the foreign taxes paid by the Funds. Any such taxes will be taken as a deduction by the Funds.

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

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

        CAPITAL LOSS CARRYFORWARDS.   As of March 31, 2010, the following Funds had net capital loss carryforwards, which are available to offset future realized gains. To the extent these carryforwards are used to offset future gains, it is probable that the amounts offset will not be distributed to shareholders.

Fund	Amount	Expires

Balanced Fund	$2,542,426	2018
Equity Fund	759,163	2017
	2,441,640	2018
Midcap Fund	244,417	2018
Social Balanced Fund	361,738	2017
	1,583,626	2018
Social Equity Fund	911,652	2017
	4,091,269	2018

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

ORIGINAL ISSUE DISCOUNT. Certain debt securities acquired by the Funds may be treated as debt securities that were originally issued at a discount. Very generally, original issue discount is defined as the difference between the price

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

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

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

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

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

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

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

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

YIELDS AND TOTAL RETURNS

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

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

a - b

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


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

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

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

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

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

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

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

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

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

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

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

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

Average Annual Total Return After Taxes
(after taxes on distributions) = [ (ATV(D)/P) exp (1/n)-1 ]

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

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

Average Annual Total Return After Taxes
(after taxes on distributions and redemptions) = [ (ATV(DR)/P) exp 1/n -1 ]

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

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

Performance Comparisons

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

From time to time, the Group 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 Group; (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 Group may also include calculations, such as hypothetical compounding examples, which describe hypothetical investment results in such communications. Such performance examples must state clearly that they are based on an express set of assumptions and are not indicative of the performance of any Fund.

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

Proxy Voting

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

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

Disclosure of Fund Portfolio Holdings

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

Neither the Funds nor the Adviser may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any exceptions to the policies and procedures may only be made by the consent of a majority of the Board of Trustees upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Any amendments to these policies and procedures must be approved and adopted by the Board of Trustees. The Board may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio holdings information beyond those found in the policies and procedures, as necessary.

MISCELLANEOUS

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

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

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

FINANCIAL STATEMENTS

The financial statements of each Fund appearing in the Funds’ Annual Report to Shareholders for the fiscal year or period ended March 31, 2010 have been audited by Cohen Fund Audit Services, Ltd., the Funds’ independent registered public accounting firm, and are incorporated by reference herein.

PART C

OTHER INFORMATION


ITEM 28. EXHIBITS

	(a)(1)	Declaration of Trust (1)

	(a)(2)	Establishment and Designation of Series of Shares (Boston Trust Balanced Fund, Boston Trust Equity Fund, Walden Social Balanced Fund, and Walden Social Equity Fund) (3)

	(a)(3)	Establishment and Designation of Series of Shares (Boston Trust Small Cap Fund) (8)

	(a)(4)	Establishment and Designation of Series of Shares (Boston Trust Midcap Fund) (10)

	(a)(5)	Establishment and Designation of Series of Shares (Walden Small Cap Innovations Fund) (12)

	(b)(1)	By-Laws(2)

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

	(d)(1)	Investment Advisory Agreement between Registrant and Boston Trust Investment Management, Inc. (7)

	(d)(2)	Amended Schedule A to the Investment Advisory Agreement. (13)

	(e)(1)	Distribution Agreement between Registrant and Foreside Distribution Services, L. P. (13)

	(e)(2)	Distribution Services Agreement (11).

	(f)	Not Applicable

	(g)(1)	Custody Agreement between Registrant and Boston Trust & Investment Management Company (formerly United States Trust Company of Boston) (3)

	(g)(2)	Schedule A to the Custody Agreement (13)

	(h)(1)	Administration Agreement between the Registrant and BISYS Fund Services (3)

	(h)(2)	Amended Schedule A to the Administration Agreement (13)

	(h)(3)	Fund Accounting Agreement between the Registrant and BISYS Fund Services (3)

	(h)(4)	Amended Schedule A to Fund Accounting Agreement (13)

	(h)(5)	Transfer Agency Agreement between the Registrant and Boston Trust & Investment Management Company (8)

	(h)(6)	Amended Schedule A to Transfer Agency Agreement (13)

	(h)(7)	Amended and Restated Sub-Transfer Agency Agreement between Registrant, Boston Trust & Investment Management, Inc. and Citi Fund Services Ohio, Inc. is filed herewith.

	(h)(8)	Expense Limitation Agreement between the Registrant and Boston Trust & Investment Management, Inc. (13)

	(h)(9)	Shareholder Services Agreement (8)

	(h)(10)	Amended Schedule B to the Shareholder Services Agreement (12)

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	(h)(11)	Compliance Services Agreement between Registrant and Citi Fund Services Ohio, Inc. (10)

	(i)	Consent of Counsel is filed herewith

	(j)	Consent of Independent Registered Public Accounting Firm - Cohen Fund Audit Services, Ltd. is filed herewith

	(k)	Not Applicable

	(l)	Not Applicable

	(m)	Not Applicable

	(n)	Not Applicable

	(o)	Not Applicable

	(p)(1)(i)	Code of Ethics of Registrant (6)

	(p)(1)(ii)	Supplemental Code of Ethics of Registrant (14)

	(p)(2)	Code of Ethics of Foreside Distribution Services, LP (10)

	(p)(3)	Code of Ethics of Boston Trust Investment Management, Inc. (14)

	(q)	Powers of Attorney (9)


1.	Filed with initial Registration Statement on January 8, 1992 and incorporated by reference herein.
2.	Filed with Post-Effective Amendment No. 2 on September 4, 1992 and incorporated by reference herein.
3.	Filed with Post-Effective Amendment No. 51 on June 18, 1999 and incorporated by reference herein.
4.	Filed with Post-Effective Amendment No. 71 on June 30, 2000.
5.	Filed with Post-Effective Amendment No. 93 on August 1, 2002.
6.	Filed with Post-Effective Amendment No. 103 filed July 28, 2004.
7.	Filed with Post-Effective Amendment No. 111 filed on August 1, 2005.
8.	Filed with Post-Effective Amendment No. 118 on December 16, 2005.
9.	Filed with Post-Effective Amendment No. 127 on July 07, 2007.
10.	Filed with Post-Effective Amendment No. 129 on September 21, 2007.
11.	Filed with Post-Effective Amendment No. 132 filed on July 24, 2008.
12.	Filed with Post-Effective Amendment No. 133 filed on August 19, 2008.
13.	Filed with Post-Effective Amendment No. 134 filed July 29, 2009.
14.	Filed with Post-Effective Amendment No. 135 filed May 20, 2010.

ITEM 29.	PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
	Not applicable.

ITEM 30.	INDEMNIFICATION
	Article IV of the Registrant’s Declaration of Trust states as follows:

	SECTION 4.3. MANDATORY INDEMNIFICATION.
	(a)	Subject to the exceptions and limitations contained in paragraph
	(b)	below:

		(i)	every person who is, or has been, a Trustee or officer
			of the Trust shall be indemnified by the Trust to the

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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

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	be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contractor otherwise under law.

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

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

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

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

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

ITEM 31.	BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER

	(a)	Boston Trust Investment Management, Inc., Boston, Massachusetts, is the investment adviser for the Funds. The business and other connections of Boston Trust Investment Management, Inc. are set

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		forth in the Uniform Application for Investment Adviser Registration (“Form ADV”) of Boston Trust Investment Management, Inc. as currently filed with the SEC which is incorporated by reference herein.

ITEM 32.	PRINCIPAL UNDERWRITER
	(a)	Foreside Distribution Services, L.P. (“Foreside” or the “Distributor”) acts as principal underwriter for the following investment companies:

		American Independence Funds Trust
		Commonwealth International Series Trust
		The Coventry Group
		Greenwich Advisors Trust
		HSBC Advisor Funds Trust
		HSBC Investor Funds
		Leader Funds, Series of Northern Lights Fund Trust
		Pacific Capital Funds
		The Thirty-Eight Hundred Fund, LLC
		IMS Funds, Series of Unified Series Trust
		WB Capital Mutual Funds, Inc.

		Foreside is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the Financial Industry Regulatory Authority or “FINRA”. Foreside’s main address is Three Canal Plaza, Suite 100, Portland, Maine 04101. Foreside is an indirect wholly-owned subsidiary of Foreside Financial Group, LLC.

	(b)	Information about Directors and Officers of Foreside is as follows:

NAME	ADDRESS	POSITION

Mark S. Redman	690 Taylor Road	President and Manager
	Suite 150
	Gahanna, Ohio 43230

Jennifer E. Hoopes	Three Canal Plaza, Suite 100	Secretary
	Portland, ME 04101

Paul F. Hahesy	Three Canal Plaza, Suite 100	Chief Compliance Officer
	Portland, ME 04101

Mark A. Fairbanks	Three Canal Plaza, Suite 100	Vice President and
	Portland, ME 04101	Director of Compliance

Richard J. Berthy	Three Canal Plaza, Suite 100	Treasurer, Vice President
	Portland, ME 04101	and Manager


	(c)	Not Applicable

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ITEM 33.	LOCATION OF ACCOUNTS AND RECORDS

	(a)	The accounts, books, and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of Boston Trust Investment Management, Inc., One Beacon Street, Boston, Massachusetts, 02108 (records relating to its function as investment adviser); Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219 (records relating to its functions as administrator), Foreside Distribution Services, LP, 10 High Street, Boston, MA 02110. (records relating to its role as distributor) and United States Trust Company of Boston, One Beacon Street, Boston, Massachusetts 02108 (records relating to its function as custodian and transfer agent).

ITEM 34.	MANAGEMENT SERVICES

	Not Applicable.

ITEM 35.	UNDERWRITER

	None

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has caused the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus in the state of Ohio on the 23rd day of July, 2010.

SIGNATURE	TITLE	DATE


/s/ Diane E. Armstrong
	Trustee	July 23, 2010
Diane E. Armstrong*

/s/ Michael M. Van Buskirk
	Trustee	July 23, 2010
Michael M. Van Buskirk*

/s/ James H. Woodward
	Trustee	July 23, 2010
James H. Woodward*

/s/John Danko
	President	July 23, 2010
John Danko	(Principal Executive Officer

/s/ Joel B. Engle
	Treasurer (Principal Financial	July 23, 2010
Joel B. Engle	and Accounting Officer

By:	/s/ Michael V. Wible

	Michael V. Wible, as attorney-in-fact

* Pursuant to power of attorney

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Exhibit Index

Exhibits


(h) (7)		Amended and Restated Sub-Transfer Agency Agreement

(i)		Consent of Counsel

(j)		Consent of Independent Registered Public Accounting Firm

AMENDED AND RESTATED
SUB-TRANSFER AGENCY AGREEMENT

AMENDED AND RESTATED SUB-TRANSFER AGENCY AGREEMENT (the “Agreement”) dated as of February 24, 2010 between Boston Trust & Investment Management Company, a state chartered bank of the Commonwealth of Massachusetts (the “Company”), Citi Fund Services Ohio, Inc. (“Citi”) and The Coventry Group (the “Trust”), a Massachusetts business trust registered with the Securities and Exchange Commission (the “Commission”) as an open-end management investment company under the Investment Company Act of 1940 (the “1940 Act”).

WHEREAS, the Company has entered into a Transfer Agency Agreement (the “Transfer Agency Agreement”) with the Trust pursuant to which the Company has agreed to provide certain transfer agency services to those series of the Trust listed on Schedule C attached hereto (each a “Fund” and collectively, the “Funds”); and

WHEREAS, the Company desires to retain Citi to assist it in performing certain administration services for the Funds; and

WHEREAS, Citi is willing to perform such services, and the Trust consents to the retention of Citi, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter contained, the Company, Citi and the Trust agree as follows:

Retention of Citi.

(a) The Company hereby appoints Citi, subject to the supervision, direction and control of the Company’s board of trustees (the “Board”), to furnish the Funds with the services described in Schedule A to this Agreement (the “Services”).

(b) The Company hereby represents and warrants to Citi that this Agreement has been disclosed to the Board, and that the Company has provided all such information to the Board as may be appropriate (or as has been requested by the Board) in connection with the Board’s review or approval of the arrangements contemplated under this Agreement, including amounts expended under this Agreement.

(c) The Company hereby represents and warrants to Citi that this Agreement has been disclosed to the board of trustees of the Trust, and that the Company has provided all such information to the board of trustees of the Trust as may be appropriate in connection its review or approval of the arrangements contemplated under this Agreement, including amounts expended by the Funds under this Agreement.

(d) Citi may utilize agents and/or subcontractors (“Sub-Agents”) to perform some or all of Citi’s obligations under this Agreement; provided, however, that Citi shall be fully responsible for the acts of each such Sub-Agent and shall not be relieved of any of its obligations under this Agreement by the appointment of a Sub-Agent. Citi shall provide notice to the Company upon Citi’s utilization of such Sub-Agents.

Fees

(a) The Funds shall pay Citi for the services to be provided by Citi under this Agreement in accordance with, and in the manner set forth in, Schedule B to this Agreement. Fees for any additional services to be provided by Citi pursuant to an amendment to Schedule B to this Agreement shall be subject to mutual agreement at the time such amendment to Schedule B is proposed.

(b) If this Agreement becomes effective subsequent to the first day of a month or terminates before the last day of a month, Citi’s compensation for that part of the month in which

this Agreement is in effect shall be prorated in a manner consistent with the calculation of the fees as set forth above. Payment of Citi’s compensation for the preceding month shall be made promptly.

Reimbursement of Expenses and Miscellaneous Service Fees

(a) In addition to paying Citi the fees set forth in Schedule B, the Funds shall reimburse Citi for Citi’s reasonable out-of-pocket expenses incurred in providing services under this Agreement where applicable, including without limitation, the following:

			(i)		All freight and other delivery and bonding charges incurred by Citi in delivering materials to and from the Funds and in delivering all materials to shareholders;

			(ii)		All printing, production (including graphics support, copying, and binding) and distribution expenses incurred in relation to materials for meetings of the Board;

			(iii)		All direct telephone, telephone transmission and telecopy or other electronic transmission expenses incurred by Citi in communication with the Funds, the Funds’ investment adviser or custodian, dealers, shareholders or others as required for Citi to perform the services to be provided under this Agreement;

			(iv)		Sales taxes paid on behalf of the Funds;

			(v)		The cost of microfilm or microfiche or other electronic retention of records or other materials;

			(vi)		Courier (delivery expenses);

			(vii)		Check processing fees;

			(viii)		Records retention/storage fees;

			(ix)		Fulfillment;

			(x)		IRA custody and other related fees;

			(xi)		NSCC and related costs;

			(xii)		Sales taxes;

			(xiii)		Costs of statements and confirmations;

			(xiv)		Costs of tax forms;

			(xv)		Costs of all other shareholder correspondence;

			(xvi)		Post office boxes; and

			(xvii)		Any expenses Citi shall incur at the written direction of an officer of the Funds thereunto duly authorized.

Upon request of the Company or the Trust, Citi shall provide back-up for such expenses.

(b) In addition, Citi shall be entitled to receive the following miscellaneous fees where applicable:

(i)

A fee for managing and overseeing the report, print and mail functions performed by Citi’s third-party vendors, not to exceed $.04 per page for statements and $.03 per page for confirmations; fees for programming in connection with creating or changing the forms of statements, billed at Citi’s then-current rate; and costs for postage, couriers, stock computer paper, computer disks, statements, labels, envelopes, checks, reports, letters, tax forms, proxies, notices or other forms of printed material (including the costs of preparing and printing all printed materials) which

					shall be required for the performance of the services to be provided under this Agreement;

			(ii)		System development fees, billed at Citi’s then-current rate, and all systems-related expenses, billed at Citi’s then-current rate, associated with the provision of special reports and service;

			(iii)		Fees for development of custom interfaces, billed at Citi’s then-current rate;

			(iv)		Ad hoc reporting fees;

			(v)		Interactive Voice Response System fees;

			(vi)		Expenses associated with Citi’s anti-fraud procedures (to the extent applicable); and

			(vii)		In the event that Citi is requested or authorized by the Company or the Funds or is required by governmental regulation, summons, subpoena, investigation, examination or other legal or regulatory process to produce documents or personnel with respect to services provided by Citi to the Company or any Fund, the Funds will, so long as Citi is not the subject of the investigation or proceeding in which the information is sought, pay Citi for its professional time (at its standard billing rates) and reimburse Citi for its out-of-pocket expenses (including reasonable attorneys fees) incurred in responding to such requests or requirements.

Upon request of the Company, Citi shall provide back-up for such fees.

Effective Date

This Agreement shall become effective as of the date first written above (the “Effective Date”).

Term

(a) This Agreement shall continue in effect for an initial term of one year from the Effective Date (the “Initial Term”). Thereafter, unless otherwise terminated pursuant to this Agreement, this Agreement shall be renewed automatically for successive one year periods (“Rollover Periods”). This Agreement shall terminate automatically upon the termination of the Transfer Agency Agreement. The Company’s exercise of any of its rights under the Transfer Agency Agreement shall not be restricted by this Agreement.

(b) This Agreement may be terminated only (i) by provision of a written notice of non-renewal provided at least 90 days before the end of the Initial Term (which notice of non-renewal will cause this Agreement to terminate as of the end of the Initial Term, or (ii) after the Initial Term, upon 90 days written notice by one party to the other, or (iii) for “cause,” as defined below, upon the provision of at least 90 days advance written notice by the party alleging cause.

(c) For purposes of this Section 5, “cause” shall mean (i) a material breach of this Agreement that has not been remedied within 30 days following written notice of such breach from the non-breaching party; (ii) a final, unappealable judicial, regulatory or administrative ruling or order in which the party to be terminated has been found guilty of criminal or unethical behavior in the conduct of its business; or (iii) financial difficulties on the part of the party to be terminated which are evidenced by the authorization or commencement of, or involvement by way of pleading, answer, consent or acquiescence in, a voluntary or involuntary case under Title 11 of the United States Code, as from time to time is in effect, or any applicable law, other than

said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors.

(d) Notwithstanding the foregoing termination provisions, following any such termination, in the event that Citi in fact continues to perform any one or more of the services contemplated by this Agreement (or any Schedule or exhibit to this Agreement) with the consent of the Company, the provisions of this Agreement, including without limitation the provisions dealing with compensation and indemnification, shall continue in full force and effect. Fees and out-of-pocket expenses incurred by Citi but unpaid by the Funds upon such termination shall be immediately due and payable upon and notwithstanding such termination. The Funds shall pay to Citi, in addition to the fees and expenses provided in Sections 3 and 4 of this Agreement, the amount of all of Citi’s reasonable cash disbursements in connection with Citi’s activities in effecting such termination, including without limitation, the delivery to the Company or the Funds, its investment adviser and/or other parties of the Funds’ property, records, instruments and documents, such amount to be paid on or before the date of such termination.

(e) If, for any reason (including, without limitation, automatic termination upon the termination of the Transfer Agency Agreement) other than (i) non-renewal, (ii) mutual agreement of the parties or (iii) “cause”, the Company terminates this Agreement, or the Company terminates Citi’s services, or Citi is replaced as service provider to the Funds, then the Funds shall make a one-time cash payment to Citi, in consideration of the fee structure and services to be provided under this Agreement, equal to the balance that would be due Citi for its services under this Agreement during (1) the balance of the Initial Term if such termination or replacement occurs during the Initial Term, or (2) the lesser of (x) the balance of the applicable Rollover Period or (y) 3 months, if such termination or replacement is during a Rollover Period,

in either case, assuming for purposes of the calculation of the one-time payment that the fees that would be earned by Citi for each month would be based upon the average fees payable to Citi monthly during the 12 months before the date of the event that triggers such payment.

(f) In the event that the Funds are, in part or in whole, liquidated, dissolved, merged into a third party, acquired by a third party, or involved in any other transaction that materially reduces the assets and/or accounts serviced by Citi pursuant to this Agreement, the liquidated damages provision set forth above shall be applicable.

(g) If one of the events described above is partial (e.g., a termination of Citi as provider of some but not all of the services set forth in this Agreement, or a liquidation of some but not all of the Funds), the liquidated damages amount payable by the Funds shall be appropriately adjusted on a pro rata basis.

(h) Any liquidated damages amount payable to Citi shall be paid by the Funds on or before the date of the event that triggers the payment obligation.

(i) The parties further acknowledge and agree that, upon the occurrence of any of the events described above: (i) a determination of actual damages incurred by Citi would be extremely difficult, and (ii) the liquidated damages payment described above is intended to adequately compensate Citi for damages incurred and is not intended to constitute any form of penalty.

Standard of Care; Force Majeure; Limitation of Liability

(a) Citi shall use reasonable professional diligence in the performance of services under this Agreement, but shall not be liable to the Company or the Funds for any action taken or omitted by Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties. The duties of Citi shall be confined to those expressly set forth

in this Agreement, and no implied duties are assumed by or may be asserted against Citi under this Agreement. (As used in this Section 6, the term “Citi” shall include directors, officers, employees and other agents of Citi, as well as Citi itself to the extent such person’s conduct relates to the performance of the Services under this Agreement.)

(b) Notwithstanding any other provision of this Agreement, Citi assumes no responsibility hereunder, and shall not be liable for, any damage, loss of data, delay or any other loss whatsoever caused by events beyond Citi’s control. Events beyond Citi’s control include, without limitation, force majeure events, such as natural disasters, actions or decrees of governmental bodies, and communication lines failures that are not the fault of either party. In the event of force majeure, computer or other equipment failures or other events beyond its control, Citi shall follow applicable procedures in its disaster recovery and business continuity plan and use all commercially reasonable efforts to minimize any service interruption.

(c) Citi shall provide: the Company, at such times as the Company may reasonably request, copies of reports rendered by independent auditors on the internal controls and procedures of Citi relating to the services provided by Citi under this Agreement.

(d) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL CITI, ITS AFFILIATES OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS BE LIABLE FOR EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL OR SIMILAR DAMAGES, OR FOR LOST PROFITS OR LOST REVENUE, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR

WHETHER EITHER PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Legal Advice

Citi may apply to the Company at any time for instructions and may consult with counsel for the Company, Fund or Trust and/or counsel in the regular employ of Citi and any affiliated companies, and with accountants and other experts with respect to any matter arising in connection with Citi’s duties, and Citi shall not be liable nor accountable for any action taken or omitted by it in good faith in accordance with such instruction or with the opinion of such counsel, accountants or other experts. Citi shall notify the Company at any time Citi believes that it is in need of the advice of counsel (other than counsel in the regular employ of Citi or any affiliated companies) with regard to Citi’s responsibilities and duties pursuant to this Agreement. To the extent Citi wishes to seek and rely on legal advice from counsel (“Other Counsel”) other than counsel for the Company, Fund or Trust or counsel in the regular employ of Citi and any affiliated companies and/or seeks to be reimbursed for such Other Counsel fees, then Citi must notify the Company, and, unless there is a compelling reason to seek such legal advice from such Other Counsel, Citi shall seek approval of the Company. Citi shall in no event be liable to the Trust or any Fund or any shareholder or beneficial owner of the Trust for any action reasonably taken pursuant to such advice and furthermore shall not be liable to the extent the Company denies Citi the right to seek such legal advice.

Instructions / Certain Procedures, etc.

(a) Whenever Citi is requested or authorized to take action under this Agreement pursuant to instructions from a shareholder, or a properly authorized agent of a shareholder (“shareholder’s agent”), concerning an account in a Fund, Citi shall be entitled to rely upon any

certificate, letter or other instrument or communication (including electronic mail), reasonably believed by Citi to be genuine and to have been properly made, signed or authorized by an officer or other authorized agent of the Funds, the Company or by the shareholder or shareholder’s agent, as the case may be, and shall be entitled to receive as conclusive proof of any fact or matter required to be ascertained by it under this Agreement a certificate signed by an officer of the Funds, the Company or any other person authorized by the Board or by the shareholder or shareholder’s agent, as the case may be.

(b) As to the services to be provided under this Agreement, Citi may rely conclusively upon the terms of the Prospectuses and Statement of Additional Information of the Funds to the extent that such services are described therein unless Citi receives written instructions to the contrary in a timely manner from the Company.

(c) The parties to this Agreement may amend any procedures adopted, approved or set forth herein by written agreement as may be appropriate or practical under the circumstances, and Citi may conclusively assume that any special procedure which has been approved by an executive officer of the Funds or the Company (other than an officer or employee of Citi) does not conflict with or violate any requirements of the Funds’ Charter, By-Laws or then-current prospectus, or any rule, regulation or requirement of any regulatory body.

(d) The Company acknowledges that Citi’s performance of its obligations under this Agreement does not, constitute trade placement. The Company further acknowledges that Citi is receiving information from third parties, including, without limitation, the Company and/or the NSCC and it is expressly understood that Citi shall have no liability for any errors in such information provided to Citi. Citi shall use reasonable professional diligence in the performance of services under this Agreement, but shall not be liable to the Company or the Funds for any

action taken by Citi in the absence of bad faith, willful misfeasance, negligence or reckless disregard by it of its obligations and duties.

(e) The Company acknowledges, and agrees that deviations from Citi’s written transfer agent compliance procedures may involve a substantial risk of loss. Citi and Company acknowledge that Citi shall have no responsibility or authority with respect to implementing the Funds’ or the Company’s anti-money laundering program. In the event an authorized representative of the Company or the Funds request that an exception be made from any written compliance or transfer agency procedures adopted by Citi, Citi may in its sole discretion determine whether to permit such exception. In the event Citi determines to permit such exception, the same shall become effective when set forth in a written instrument executed by an authorized representative of the Company or the Funds (other than an employee of Citi) and delivered to Citi (an “Exception”). An Exception shall be deemed to remain effective until the relevant instrument expires according to its terms (or if no expiration date is stated, until Citi receives written notice from the Company or the Funds that such instrument has been terminated and the Exception is no longer in effect). Notwithstanding any provision in this Agreement that expressly or by implication provides to the contrary, as long as Citi acts in good faith, Citi shall have no liability for any loss, liability, expenses or damages to the Company or the Funds resulting from the Exception, and the Company shall indemnify Citi and hold Citi harmless from any loss, liability, expenses (including reasonable attorneys fees) and damages resulting to Citi therefrom.

Indemnification

(a) The Company shall indemnify and hold harmless Citi and its employees, agents, directors, officers and nominees from and against any claims, demands, actions, suits, judgments,

liabilities, losses, damages, costs, charges, counsel fees and other expenses including reasonable investigation expenses (collectively, “Losses”) resulting directly and proximately from Citi’s performance of services under this Agreement or based, if applicable, upon Citi’s reasonable reliance on information, records, instructions or requests pertaining to services hereunder, that are given or made to Citi by employees or representatives of the Company, the Funds, its investment adviser, or other authorized agents of the Company or the Funds that are reasonably believed by Citi to be authorized to give such records, instructions and/or requests; provided that this indemnification shall not apply to actions or omissions of Citi involving bad faith, willful misfeasance, negligence or reckless disregard by Citi of its obligations and duties under this Agreement.

(b) Citi shall indemnify, defend, and hold the Company, and its trustees, officers, agents and nominees harmless from and against Losses resulting directly and proximately from Citi’s willful misfeasance, bad faith or negligence in the performance of, or the reckless disregard of, its duties or obligations hereunder; provided that this indemnification shall not apply to acts or omissions of the Company involving bad faith, willful misfeasance, negligence or reckless disregard by the Company of its obligations and duties.

(c) In order that the indemnification provisions contained herein shall apply, if in any case a party may be asked to indemnify or hold the other party harmless, the other party shall fully and promptly advise the indemnifying party in writing of all pertinent facts concerning the situation in question. The party seeking indemnification will use all reasonable care to identify and notify the indemnifying party in writing promptly concerning any situation which presents or appears likely to present the probability of such a claim for indemnification against the indemnifying party, but failure to do so in good faith shall not affect the rights hereunder except

to the extent the indemnifying party is materially prejudiced thereby. As to any matter eligible for indemnification, an indemnified party shall act reasonably and in accordance with good faith business judgment and shall not effect any settlement or confess judgment without the consent of the indemnifying party, which consent shall not be withheld or delayed unreasonably.

(d) The indemnifying party shall be entitled to participate in at its own expense or, if it so elects, to assume the defense of any claim or suit subject to this indemnity provision. If the indemnifying party elects to assume the defense of any such claim, the defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event that the indemnifying party elects to assume the defense of any suit and retain counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by it. An indemnifying party shall not effect any settlement without the consent of the indemnified party (which shall not be withheld or delayed unreasonably by the indemnified party) unless such settlement imposes no liability, responsibility or other obligation upon the indemnified party and relieves it of all fault. If the indemnifying party does not elect to assume the defense of suit, it will reimburse the indemnified party for the reasonable fees and expenses of counsel retained by the indemnified party and reasonably satisfactory to the indemnifying party. The indemnity and defense provisions set forth herein shall survive the termination of this Agreement.

(e) This Section 9 is subject to the provisions of Section 6 of this Agreement.

10.

Record Retention and Confidentiality

Citi shall maintain customary records in connection with its duties as specified in this Agreement. Any records required to be maintained and preserved pursuant to Rules 31a-l and 31a-2 under the 1940 Act which are prepared or maintained by Citi shall be the property of the Funds and will be made available to or surrendered promptly to the Company upon its request or

to the Funds upon its request. Citi further agrees to make such books and records available for inspection by the Commission at reasonable times. Citi shall otherwise keep confidential all books and records relating to the Funds and their shareholders, except when (i) disclosure is required by law, (ii) Citi is advised by counsel that it may incur liability for failure to make a disclosure, (iii) Citi is requested to divulge such information by duly-constituted authorities or court process, or (iv) Citi is requested to make a disclosure by a shareholder or shareholder’s agent with respect to information concerning an account as to which such shareholder has either a legal or beneficial interest or when requested by a Fund, the Company or the dealer of record as to such account. Citi shall provide the Company and the Funds with reasonable advance notice of disclosure pursuant to items (i)-(iii) of the previous sentence, to the extent reasonably practicable. The provisions of this Section 10 are subject to the provisions of Section 22 of this Agreement.

11.

Reports

Citi shall furnish to the Company and to the Funds’ properly-authorized auditors, investment advisers, examiners, distributors, dealers, underwriters, salesmen, insurance companies and others designated by the Company in writing, such reports at such times as subsequently agreed upon by the parties. The Company agrees to examine each such report or copy within 20 days and will report or cause to be reported any errors or discrepancies therein. In the event that errors or discrepancies, except such errors and discrepancies as may not reasonably be expected to be discovered by the recipient within 20 days after conducting a diligent examination, are not so reported within the aforesaid period of time, a report will for all purposes be accepted by and binding upon the Company and any other recipient, and Citi shall have no liability for errors or discrepancies therein and shall have no further responsibility with

respect to such report except to perform reasonable corrections of such errors and discrepancies within a reasonable time after requested to do so by the Company.

Citi shall promptly furnish to the Company, federal and state regulators and examiners, and to the Funds’ properly-authorized auditors, insurance companies and others designated by the Company in writing, standard reports as may be required to fulfill audit, examination or insurance underwriter requests as may be identified from time to time. Any non-standard or non-routine requests shall be outside the scope of the services provided hereunder, and may entail an additional fee.

12.

Rights of Ownership

All computer programs and procedures employed or developed by or on behalf of Citi to perform services required to be provided by Citi under this Agreement are the property of Citi. All records and other data except such computer programs and procedures are the exclusive property of the Funds, the Company and all such other records and data shall be furnished to the Funds or the Company in appropriate form as soon as practicable after termination of this Agreement for any reason.

13.

Return of Records

Citi may at its option at any time, and shall promptly upon the Company’s or the Funds’ demand, turn over (at the Company’s expense) to the Company or the Funds and cease to retain Citi’s files, records and documents created and maintained by Citi pursuant to this Agreement which are no longer needed by Citi in the performance of its services or for its legal protection. If not so turned over to the Company, such documents and records shall be retained by Citi for six years from the year of creation. At the end of such six-year period, such records and

documents shall be turned over (at the Company’s expense) to the Company or the Funds unless the Company and the Funds authorize in writing the destruction of such records and documents.

14.

Bank Accounts

Citi is hereby granted such power and authority as may be necessary to establish one or more bank accounts for the Funds with such bank or banks as are selected or approved by the Company, as may be necessary or appropriate from time to time in connection with the services required to be performed under this Agreement. The Funds shall be deemed to be the customer of such Bank or Banks for all purposes in connection with such accounts. To the extent that the performance of such services under this Agreement shall require Citi to disburse amounts from such accounts in payment of dividends, redemption proceeds or for other purposes under this Agreement, the Company shall provide such bank or banks with all instructions and authorizations necessary for Citi to effect such disbursements.

15.

Representations and Warranties of the Company

(a) The Company represents and warrants to Citi that: (i) the Company is a registered transfer agent of the Fund; (ii) the Fund is registered with the Commission as an open-end management investment company under the 1940 Act; (iii) as of the close of business on the Effective Date, each Fund has authorized unlimited shares; (iv) by virtue of its Declaration of Trust, shares of the Funds which are redeemed may be sold by the Funds from its treasury; (v) this Agreement has been duly authorized by the Company and, when executed and delivered by the Company, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (vi) this Agreement has been disclosed to and

approved by the Board of Trustees of the Company and the Company has provided all such information to the Board of Trustees of the Company as may be appropriate (or as has been requested by them) in connection with their approval of the arrangements contemplated under this Agreement, including amounts expended by the Company under this Agreement; (vii) it has all necessary authorizations, licenses and permits to carry out its business as currently conducted; and (viii) it is in compliance in all material respects with all laws and regulations applicable to its business and operations.

16.

Representations and Warranties of Citi

(a) Citi represents and warrants to the Company that: (i) Citi has been in, and shall continue to be in compliance in all material respects with all provisions of law, including Section 17A(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required in connection with the performance of its duties under this Agreement; (ii) the various procedures and systems which Citi has implemented with regard to safekeeping from loss or damage attributable to fire, theft or any other cause of the blank checks, records, and other data of the Funds and Citi’s records, data, equipment, facilities and other property used in the performance of its obligations under this Agreement are adequate and that it will make such changes therein from time to time as are reasonably required for the secure performance of its obligations under this Agreement; and (iii) this Agreement has been duly authorized by Citi and, when executed and delivered by Citi, will constitute a legal, valid and binding obligation of Citi, enforceable against Citi in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the right and remedies of creditors and secured parties.

(b) EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM OR USAGE OF TRADE) CONCERNING THE SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT BY CITI ARE COMPLETELY DISCLAIMED.

17.

Insurance

Citi shall maintain a fidelity bond covering larceny and embezzlement (“Required Insurance”) in an amount that is appropriate in light of its duties and responsibilities hereunder. Citi shall have the option, either alone or in conjunction with Citigroup, Citi’s ultimate parent corporation, or any subsidiaries or affiliates of Citigroup, to maintain self insurance and/or provide or maintain any insurance required by this Agreement under blanket insurance policies maintained by Citi or Citigroup, or provide or maintain insurance through such alternative risk management programs as Citigroup may provide or participate in from time to time (such types of insurance programs being herein collectively and severally referred to as “self insurance”), provided the same does not thereby decrease the insurance coverage or limits sets forth in this Section. Upon the request of Company, Citi shall deliver promptly to Company certificates of insurance made out by the applicable insurer(s) or their authorized agents the insurance required under this section. Citi shall provide Company with prompt written notice in the event of any termination, non-renewal or cancellation of the Required Insurance. Any self insurance shall be deemed to contain all of the terms and conditions applicable to such insurance as required in this Section. If Citi elects to self-insure, then, with respect to any claims which may result from

incidents occurring during the Term, such self insurance obligation shall survive the expiration or earlier termination of this Agreement to the same extent as the insurance required would survive.

18.

Information to be Furnished by the Company and the Trust

The Trust has furnished to Citi, or will furnish upon request, the following, as amended and current as of the effective date of this Agreement:

(a) A copy of the Declaration of Trust of the Trust and of any amendments thereto, certified by the proper official of the state in which such declaration has been filed;

(b) A copy of the Trust’s Bylaws and any amendments thereto;

(d) A list of all officers of the Trust and the Company, with the Funds’ AML Compliance Officer included among the officers therein, and any other persons (who may be associated with the Funds, the Company or the Funds’ investment advisor), together with specimen signatures of those officers and other persons who (except as otherwise provided herein to the contrary) shall be authorized to instruct Citi in all matters;

(e) Two copies of the following (if such documents are employed by the Funds):

			(i)		Prospectus and Statement of Additional Information;

			(ii)		Distribution Agreement; and

			(iii)		All other forms commonly used by the Funds or its Distributor with regard to their relationships and transactions with shareholders of the Funds; and

(f) A certificate as to shares of beneficial interest of the Funds authorized, issued, and outstanding as of the Effective Date and as to receipt of full consideration by the Funds for all shares outstanding, such statement to be certified by the Treasurer of the Funds.

The Company has furnished to Citi, or will furnish upon request, the following, as amended and current as of the effective date of this Agreement:

(a) Certified copies of resolutions of the Board of Directors of the Company covering the following matters:

			(i)		Approval of this Agreement (including, without limitation, Section 20 hereof) and authorization under this Agreement; and

			(ii)		Authorization of Citi to act as recordkeeper for the Funds; and

			(iii)		Authorization of a specified officer of the Company to execute and deliver this Agreement and authorization for specified officers of the Company to instruct Citi under this Agreement; and

19.

Information Furnished by Citi

Citi has furnished to the Company, or will furnish upon request, evidence of the following:

(a) Approval of this Agreement by Citi, and authorization of a specified officer of Citi to execute and deliver this Agreement.

20.

Amendments to Documents

The Company shall furnish Citi written copies of any amendments to, or changes in, any of the items referred to in Section 18 of this Agreement forthwith upon such amendments or changes becoming effective. In addition, the Company agrees that it shall ensure that no amendments will be made (and if made, shall have no effect on Citi) to the Prospectus or

Statement of Additional Information of the Funds, which might have the effect of changing the procedures employed by Citi in providing the services agreed to under this Agreement or which amendment might affect the duties of Citi under this Agreement unless the Company or the Funds first obtains Citi’s approval of such amendments or changes, which approval shall not be withheld unreasonably.

21.

Reliance on Amendments

Citi may rely on any amendments to or changes in any of the documents and other items to be provided by the Company pursuant to Sections 18 and 20 of this Agreement and, subject to the provisions of Section 6 of this Agreement, the Company hereby indemnifies and holds harmless Citi from and against any and all claims, demands, actions, suits, judgments, liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character which may result from actions or omissions on the part of Citi in reasonable reliance upon such amendments and/or changes. Although Citi is authorized to rely on the above-mentioned amendments to and changes in the documents and other items to be provided pursuant to Sections 18 and 20 of this Agreement, in the event the same relate to services provided by Citi under this Agreement, Citi shall have no liability for failure to comply with or take any action in conformity with such amendments or changes unless the Company first obtains Citi’s written consent to and approval of such amendments or changes.

22.

Compliance with Laws

(a) Except for the obligations of Citi set forth in Section 10 of this Agreement, the Company assumes full responsibility for the preparation, contents, and distribution of each prospectus of the Funds as to compliance with all applicable requirements of the Securities Act of 1933, as amended (the “1933 Act”), the 1940 Act, and any other laws, rules and regulations of

governmental authorities having jurisdiction. Citi shall have no obligation to take cognizance of any laws relating to the sale of the Funds’ shares. The Company represents and warrants that all shares of the Funds that are offered to the public are covered by an effective registration statement under the 1933 Act and the 1940 Act.

(b) The Company acknowledges that it is a financial institution subject to the law entitled Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (“U.S.A. Patriot”) Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”) and that the Company and the Funds shall comply with the AML Acts and applicable regulations adopted under this Agreement (collectively, the “Applicable AML Laws”) in all relevant respects. The Company maintains full responsibility for ensuring that the Funds’ AML Program is, and shall continue to be, reasonably designed to ensure compliance with the Applicable AML Laws, in light of the particular business of the Funds, taking into account factors such as its size, location, activities and risks or vulnerabilities to money laundering. Notwithstanding the above, Citi shall have no responsibility for implementing the Funds’ AML Program).

23.

Notices

Any notice provided under this Agreement shall be sufficiently given when sent by registered or certified mail to the party required to be served with such notice at the following address, or at such other address as such party may from time to time specify in writing to the other party pursuant to this Section 23:

If to the Trust:

	The Coventry Group
	3435 Stelzer Road
	Columbus, OH 43219
	Attn: President

If to the Company:

	Boston Trust Investment Management Company
	One Beacon Street
	Boston, MA 02108
	Attn: Lucia Santini, Senior Vice President

If to Citi:

	Citi Funds Services Ohio, Inc.
	3435 Stelzer Road
	Columbus, OR 43219
	Attn: President

24.

Assignment.

This Agreement and the rights and duties under this Agreement shall not be assignable by either of the parties to this Agreement except with the written consent of the other party, which consent shall not be unreasonably withheld or delayed. This Section 24 shall not limit or in any way affect Citi’s right to appoint a Sub-Agent pursuant to Section 1 of this Agreement. Upon appointment of a Sub-Agent, Citi shall give notification to the Company. This Agreement shall be binding upon, and shall inure to the benefit of, the parties to this Agreement and their respective successors and permitted assigns.

25.

Governing Law

This Agreement shall be governed by and provisions shall be construed in accordance with the laws of New York and the applicable provisions of the 1940 Act. To the extent that the

applicable laws of New York, or any of the provisions herein, conflict with the applicable provisions of the 1940 Act, the latter shall control.

26.

Activities of Citi

The services of Citi rendered to the Company under this Agreement are not to be deemed to be exclusive. Citi is free to render such services to others and to have other businesses and interests. It is understood that trustees, directors, officers, employees and Shareholders of the Funds are or may be or become interested in Citi, as officers, employees or otherwise and that partners, officers and employees of Citi and its counsel are or may be or become similarly interested in the Funds, and that Citi may be or become interested in the Funds as a Shareholder or otherwise.

27.

Privacy

Nonpublic personal financial information relating to consumers or customers of the Funds provided by, or at the direction of the Company or the Funds to Citi, or collected or retained by Citi in the course of performing its duties as sub-transfer agent, shall be considered confidential information. Citi shall not give, sell or in any way transfer such confidential information to any person or entity, other than affiliates of Citi except at the direction of the Company or the Funds or as required or permitted by law (including Applicable AML Laws). Citi represents, warrants and agrees that it has in place and will maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of records and information relating to consumers or customers of the Funds. Citi will notify the Company and the Funds upon any actual knowledge of unauthorized access to or use of any Customer Data or any facilities associated therewith resulting in theft of sensitive information or unauthorized transactions. Such

notification will include an explanation of extent of the intrusion and how Citi and the Company were affected. The Company represents to Citi that the Funds have adopted a statement of its privacy policies and practices as required by the Commission’s Regulation S-P and such notice is available in the Funds’ prospectus, and agrees to provide Citi with a copy of that statement annually.

28.

Access to be Provided

Citi shall grant reasonable access to each of the Company, the Funds, the AML Compliance Officer, and regulators having jurisdiction over the Funds, to the books and records maintained by Citi as the same relates to the services performed under this Agreement on behalf of the Funds. Records may be edited or redacted to maintain confidentiality of materials related to other clients of Citi.

29.

Miscellaneous

(a) Section headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement.

(b) This Agreement constitutes the complete agreement of the parties to this Agreement as to the subject matter covered by this Agreement, and supersedes all prior negotiations, understandings and agreements bearing upon the subject matter covered herein.

(c) This Agreement 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.

(d) No amendment to this Agreement shall be valid unless made in writing and executed by both parties to this Agreement.

(e) The names “The Coventry Group” and “Trustees of The Coventry Group” refer respectively to the Trust created and the Trustees, as trustees but not individually or personally,

acting from time to time under an Agreement and Declaration of Trust dated as of January 8, 1992 to which reference is hereby made and a copy of which is on file at the office of the Secretary of State of The Commonwealth of Massachusetts and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The obligations of “The Coventry Group” entered into in the name or on behalf thereof by any of the Trustees, representatives or agents are made not individually, but in such capacities, and are not binding upon any of the Trustees, shareholders or representatives of the Trust personally, but bind only the assets of the Trust and all persons dealing with any series of shares of the Trust must look solely to the assets of the Trust belonging to such series for the enforcement of any claims against the Trust.

* * * * *

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

	BOSTON TRUST & INVESTMENT
	MANAGEMENT COMPANY


	By: /s/ Lucia Santini
	Name: Lucia Santini
	Title: Senior Vice President




	CITI FUND SERVICES OHIO, INC.


	By: /s/ Fred Naddaff
	Name: Fred Naddaff
	Title: President




	THE COVENTRY GROUP, on behalf of
	those Funds listed on Schedule C


	By: /s/ John Danko
	Name: John Danko
	Title: President

SCHEDULE A

TO THE SUB-TRANSFER AGENCY AGREEMENT AMONG

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY,

CITI FUND SERVICES OHIO, INC. AND THE COVENTRY GROUP

DATED AS OF FEBRUARY 24, 2010

SERVICES

1.	NSCC Account Transactions (Matrix Level 3 Only)

	(a)	Process trades and settlements through NSCC Fund/SERV

	(b)	Process account information, including address, dividend option, taxpayer identification numbers and wire instructions.

	(c)	Participate in NSCC Networking (Level 3) for omnibus and sub-accounts.

	(d)	Participate in NSCC Mutual Fund Profile Service I for pricing and rates.

	(e)	Report daily NSCC activity to Transfer Agency.

	(f)	Reconciliation on NSCC DDA account.

	(g)	Reconciliation of individual shareholder account balances to omnibus position held at the Transfer Agency.

2.	NSCC Account Information Services (Matrix Level 3 Only)

	(a)	Make information available to account holders regarding trade date, share price, current holdings, yields, and dividend information.

5.	Account Maintenance

	(a)	Maintain all account records for each account.

	(b)	Record shareholder account information changes.

SCHEDULE B

TO THE SUB-TRANSFER AGENCY AGREEMENT AMONG

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY,

CITI FUND SERVICES OHIO, INC. AND THE COVENTRY GROUP

DATED AS OF FEBRUARY 24, 2010

FEES

In consideration of the Services rendered pursuant to this Agreement, Citi shall be paid the fees set forth below, on the first business day of each month, such other time(s) as the parties may agree, at the annual rates set forth below. (Before additional NSCC relationships can be added or changes to the operating structure can be instituted, a review and possible increase in fees will be required. The Company agrees that no relationships will be added or changes made without Citi’s prior consent):

ANNUAL FEE

Should this Agreement apply to four or fewer CUSIP’s, the Annual Fee shall be $12,000 per CUSIP. Should this Agreement apply to five, six or seven CUSIP’s, then the Annual Fee shall be $50,000 in the aggregate. The parties agree to negotiate in good faith to determine the Annual Fee should this Agreement apply to more than seven CUSIP’s. In addition to the Annual fee, the Company shall pay the following:

ANNUAL ACCOUNT-BASED FEES:

	Per non-networked account	$20
	Per networked account	$15
	Per closed account	$2

For these purposes, the following categories constitute an open account on the Citi system in anyone month: open account with balance, open account with zero balance, open account with negative balance and closed account with activity. Closed accounts with no activity in the month are considered a closed account for billing purposes.

Out of Pocket Expenses and Miscellaneous Charges

The out of pocket expenses and miscellaneous services fees and charges provided for under this Agreement are not included in the above fees and shall also be payable to Citi in accordance with the provisions of this Agreement.

SCHEDULE C

TO THE SUB-TRANSFER AGENCY AGREEMENT AMONG

BOSTON TRUST & INVESTMENT MANAGEMENT COMPANY,

CITI FUND SERVICES OHIO, INC. AND THE COVENTRY GROUP

DATED AS OF FEBRUARY 24, 2010

Fund Name

Boston Trust Small Cap Fund
Walden Social Equity Fund
Walden Small Cap Innovations Fund

T HOMPSON	ATLANTA		CINCINNATI		COLUMBUS		NEW YORK
H ^INE		BRUSSELS		CLEVELAND		DAYTON		WASHINGTON, D.C.

July 23, 2010

The Coventry Group
3435 Stelzer Road
Columbus, OH 43129

Re: The Coventry Group, File Nos. 333-44964 and 811-6526

Ladies and Gentlemen:

A legal opinion that we prepared was filed with Post-Effective Amendment No. 133 to the Registration Statement for The Coventry Group (the “Legal Opinion”). We hereby give you our consent to incorporate by reference the Legal Opinion into Post-Effective Amendment No. 136 to the Registration Statement (the “Amendment”), and consent to all references to us in the Amendment.

	Very truly yours,

	/s/ Thompson Hine LLP

	Thompson Hine LLP

651567.1			651567.1

THOMPSON HINE LLP A TTORNEYS AT L AW	10 West Broad Street Suite 700 Columbus, Ohio 43215-3435	www.ThompsonHine.com Phone 614.469.3200 Fax 614.469.3361

Cohen Fund Audit Services, Ltd.
800 Westpoint Pkwy., Suite 1100
Westlake, OH 44145-1524

www.cohenfund.com

440.835.8500
440.835.1093 fax

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As independent registered public accountants, we hereby consent to the use of our report incorporated by reference herein dated May 21, 2010 on the financial statements of The Coventry Group (the “Funds ”), comprising the Boston Trust Balanced Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust Small Cap Fund, Walden Social Balanced Fund, Walden Social Equity Fund, and Walden Small Cap Innovations Fund as of March 31, 2010 and to the references to our firm in the prospectus and the Statement of Additional Information in this Post-Effective Amendment to the Funds Registration Statement on Form N-1A.

Cohen Fund Audit Services, Ltd.
Westlake, Ohio
July 26, 2010

Registered with the Public Company Accounting Oversight Board