As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/08/11  Boston Trust & Walden Funds       485APOS¶              15:1.5M                                   Merrill Corp-MD/FA
          → Boston Trust SMID Cap Fund  ⇒ BTSMX 
          → Boston Trust Walden SMID Cap Fund  ⇒ WASMX 

Document/Exhibit                   Description                      Pages   Size 

 1: 485APOS     Post-Effective Amendment Filed Pursuant to          HTML    862K 
                          Securities Act Rule 485(A)                             
15: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      7K 
 2: EX-99.(A)(7)  Miscellaneous Exhibit                             HTML     20K 
 3: EX-99.(D)(2)  Miscellaneous Exhibit                             HTML     24K 
 4: EX-99.(E)(2)  Miscellaneous Exhibit                             HTML     15K 
 5: EX-99.(E)(3)  Miscellaneous Exhibit                             HTML     17K 
 6: EX-99.(G)(2)  Miscellaneous Exhibit                             HTML     15K 
10: EX-99.(H)(10)  Miscellaneous Exhibit                            HTML     15K 
11: EX-99.(H)(16)  Miscellaneous Exhibit                            HTML     26K 
12: EX-99.(H)(19)  Miscellaneous Exhibit                            HTML     18K 
 7: EX-99.(H)(3)  Miscellaneous Exhibit                             HTML     22K 
 8: EX-99.(H)(6)  Miscellaneous Exhibit                             HTML     19K 
 9: EX-99.(H)(7)  Miscellaneous Exhibit                             HTML     21K 
13: EX-99.(I)   Miscellaneous Exhibit                               HTML     12K 
14: EX-99.(J)   Miscellaneous Exhibit                               HTML      8K 

 

As filed with the Securities and Exchange Commission on September 8, 2011

Securities Act No. 33-44964

Investment Company Act File No. 811-6526

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933		x
	Pre-Effective Amendment No.	o
	Post-Effective Amendment No. 140	x
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940		x
	Amendment No. 142	x

 

 

THE BOSTON TRUST & WALDEN FUNDS

(Exact Name of Registrant as Specified in Charter)

 

3435 Stelzer Road, Columbus, Ohio 43219

(Address of Principal Executive Offices)

 

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

 

 

Michael V. Wible

Thompson Hine LLP

41 S. High Street,

Suite 1700 Columbus, Ohio 43215

(Address of Agent for Service)

 

With Copies to:

 

Jennifer Hankins

Citi Fund Services Ohio, Inc.

3435 Stelzer Road

Columbus, Ohio 43219

 

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

 

o immediately upon filing pursuant to paragraph (b)

 

o on (date) pursuant to paragraph (b)

 

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

 

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

 

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

 

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

 

If appropriate, check the following box:

 

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

 

 

 

 

 

	[            ], 2011
Boston Trust SMID Cap Fund	Fund Summary

 

Investment Goals

 

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

 

Fees and Expenses of the Fund

 

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

 

Shareholder Fees (fees paid directly from your investment)

 

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

 

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

 

Management Fee		0.75	%
Distribution (Rule 12b-1) Fees		0.00	%
Other Expenses		0.01	%
Acquired Fund Fees and Expenses(1)		0.43	%
Total Annual Fund Operating Expenses		1.19	%
Fee Waiver and/or Expense Reimbursement(2)		-0.18	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.01	%

 

(1)   Estimate for the current fiscal year.

 

(2)   Boston Trust Investment Management, Inc.(the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through December 31, 2012 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00%. The expense limitation agreement may be terminated automatically by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

 

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		$	354		$	631		$	1,422

 

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.

 

Principal Investment Strategies

 

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stock, of domestic and foreign small and mid cap companies. “Assets” means net assets, plus the amount of borrowing for investment purposes. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2011, the market capitalization range of the Russell 2500 Index was between $76 million and $7.5 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Fund may invest a portion of its assets in emerging markets.

 

Principal Investment Risks

 

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

 

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

 

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

 

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

 

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

 

Performance

 

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

 

 

1

 

 

	[            ], 2011
Walden SMID Cap Innovations Fund	Fund Summary

 

Investment Goals

 

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

 

Fees and Expenses of the Fund

 

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

 

Shareholder Fees (fees paid directly from your investment)

 

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

 

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

 

Management Fees		0.75	%
Distribution (Rule 12b-1) Fees		0.00	%
Other Expenses		0.01	%
Acquired Fund Fees and Expenses(1)		0.43	%
Total Annual Fund Operating Expenses		1.19	%
Fee Waiver and/or Expense Reimbursement(2)		-0.18	%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.01	%

 

(1)   Estimate for the current fiscal year.

 

(2)   Boston Trust Investment Management, Inc. (the “Adviser”) has entered into an expense limitation agreement with the Fund to reduce fees payable to the Adviser and/or reimburse the Fund to limit the Total Fund Operating Expenses of the Fund to 1.00% of its average daily net assets through December 31, 2012 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). To the extent the Fund incurs these expenses, Total Annual Fund Operating Expenses After Fee Waiver may exceed the maximum amount of 1.00% . The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

 

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		$	354		$	631		$	1,422

 

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.

 

Principal Investment Strategies

 

The Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of equity securities, such as common and preferred stocks of domestic and foreign small and mid cap companies with innovative products and processes. “Assets” means net assets, plus the amount of borrowing for investment purposes. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2011, the market capitalization range of the Russell 2500 Index was between $76 million and $7.5 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Fund may invest a portion of its assets in companies in emerging markets. The Walden SMID Cap Innovations Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in portfolio construction. The Fund also seeks to strengthen ESG performance and accountability of portfolio companies through proxy voting, shareholder engagement and public policy advocacy. In selecting stocks, Walden Asset Management (“Walden”) , an affiliate of the Adviser, favors investment in companies and institutions it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. After investing in a company, Walden may also choose to pursue shareholder advocacy to encourage stronger corporate responsibility and accountability.

 

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

 

Principal Investment Risks

 

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

 

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

 

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

 

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

 

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

 

3

 

	[            ], 2011
More About Investment Objectives, Strategies And Risks	Fund Summary

 

InvESTMEnT OBjECTIvES AnD STRATEgIES

 

Boston Trust SMID Cap Fund

 

Investment Objective

 

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

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small to mid cap companies. Shareholders will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2011, the market capitalization range of the Russell 2500 Index was between $76 million and $7.5 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Fund also may invest in foreign securities.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

·                  may invest in other investment companies

 

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

 

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

 

Walden SMID Cap Innovations Fund

 

Investment Objective

 

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

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily (at least 80% of its net assets) in a diversified portfolio of equity securities of small to mid cap companies with innovative products and processes. Shareholder will be given 60 days’ advance notice of any change to this policy. For these purposes, the Adviser defines small to mid cap issuers as those with market capitalizations within the range encompassed by the Russell 2500 Index at the time of purchase. As of June 30, 2011, the market capitalization range of the Russell 2500 Index was between $76 million and $7.5 billion. However, the Fund generally excludes securities with market capitalizations less than $400 million at time of purchase. The Fund also may invest in foreign securities.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

·                  may invest in other investment companies

 

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

 

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

 

5

 

Investment Process for the Boston Trust SMID Cap and Walden SMID 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 to mid 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, more profitable, more consistent and possessing stronger balance sheets.*

 

*  Using a quantitative process, the Adviser narrows the universe of investable SMID cap companies to a subset of firms judged to be of superior relative financial quality. Typically, these companies exhibit sustainable sales growth, persistent profitability, lower risk and reasonable valuation. The Adviser may invest in companies that 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 customers 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 are based on factors that may include demographics, consumer lifestyle, an increasingly technical workforce, technological advancements, 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 SMID cap market.

·                  Each Fund seeks to maintain a weighted average market capitalization that falls within the range of the Russell 2500 Index.

·                  In the aggregate, each Fund expects to invest in a set of companies that has financial characteristics superior to those of the SMID cap market. Such characteristics generally include higher company profitability, greater sales 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.

 

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

 

6

 

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

 

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

 

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

 

·                  Foreign 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 the Fund’s direct fees and expenses.

 

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

 

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 SMID Cap Innovations Fund incorporates environmental, social and governance (“ESG”) guidelines in connection with the management of its 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 SMID Cap Innovations Fund.

 

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

 

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

 

Consistent with this ESG framework and subject to the Adviser’s knowledge and judgment, potential and current holdings in the Walden SMID Cap Innovations 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.

 

7

 

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

 

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

 

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

 

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

 

Walden, on behalf of Walden SMID Cap Innovations Fund, 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 SMID Cap Innovations Fund 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 SMID Cap Innovations Fund votes company proxies in a manner consistent with the Funds’ financial objectives and ESG guidelines. For example, the Walden SMID Cap Innovations Fund votes 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 SMID Cap Innovations Fund. Through telephone calls, letters and meetings with executives, the Walden presses 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 SMID Cap Innovations Fund, Walden may provide input in public policy debates relevant to the financial objectives and ESG guidelines of Walden SMID Cap Innovations Fund shareholders. For example, in 2002 Walden submitted public comments in support of proposed U.S. Securities and Exchange Commission (SEC) rules requiring mutual funds to disclose proxy voting guidelines and records. In 2007, Walden submitted comments to the SEC, and testified at a hearing held by the U.S. House Committee on Financial Services, against a set of SEC proposals that could have curtailed the right of shareholders to sponsor shareholder resolutions.

 

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

 

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

 

Walden has sole discretion regarding the interpretation and implementation of the Walden SMID Cap Innovations Fund’s ESG guidelines. The Fund’s guidelines are subject to change without shareholder approval. Additionally, the Walden SMID Cap Innovations Fund 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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	[            ], 2011
Shareholder Information

 

PRICIng OF FUnD SHARES

 

How nAv is Calculated

 

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

 

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

 

NAV =	TOTAl ASSETS — lIABIlITIES
	NUMBER OF SHARES OUTSTANDING

 

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

 

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

 

Valuing Fund Assets

 

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

 

PURCHASIng AnD ADDIng TO YOUR SHARES

 

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

 

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

 

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

 

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

 

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

 

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

 

Frequent Trading Policy

 

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

 

9

 

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

 

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

 

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

 

Distribution and Shareholder Services Agreements

 

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

 

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

 

Instructions for Opening or Adding to an Account

 

Important Information About Procedures for Opening a New Account

 

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

 

By Regular Mail or Overnight Service

 

Initial Investment:

 

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

 

2.     Make check or certified check payable to either “Boston Trust SMID Cap Fund” or “Walden SMID 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.

 

10

 

SEllIng YOUR SHARES

 

Instructions for Selling Shares

 

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

 

Withdrawing Money from Your Fund Investment

 

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

 

By Telephone

 

(unless you have declined telephone sales privileges)

 

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

 

By Mail

 

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

 

·      your Fund and account number

·      amount you wish to redeem

·      address to which your check should be sent

·      account owner signature

 

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

c/o Boston Trust & Investment Management Company,

One Beacon Street,

Boston, MA 02108

 

By Overnight Service

 

See instruction 2 above.

 

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

 

By Wire Transfer

 

You must indicate this option on your application.

The Fund may charge a wire transfer fee.

 

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

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

 

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

 

general Policies on Selling Shares

 

Redemptions in Writing Required

 

You must request redemption in writing in the following situations:

 

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

 

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

 

·      Your account address has changed within the last 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.

 

11

 

Closing of Small Accounts

 

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

 

Undeliverable Redemption Checks

 

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

 

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

 

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

 

12

 

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 $100 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.

 

13

 

	[            ], 2011
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 will pay the Adviser investment advisory fees equaling 0.75% of its average daily net assets.

 

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 December 31, 2012 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 will be provided in the Funds’ Semi-Annual Report to Shareholders for the period ended September 30, 2011.

 

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 Balanced Fund, the Walden Equity Fund, the Walden Midcap Fund and the Walden Small Cap Innovations Fund. Walden uses an in-house research and advocacy team to implement these Funds’ socially responsive investment criteria and shareholder advocacy initiatives. Since 1975, Walden has been a leader in socially responsive investing.

 

14

 

	[            ], 2011
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).

 

Boston Trust SMID Cap Fund

 

Financial information about the Fund is not provided because, as of the date of this prospectus, the Fund had not yet commenced operations.

 

16

 

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.

 

8

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Portfolio Turnover

 

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

 

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

 

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MANAGEMENT OF THE TRUST

 

THE BOARD OF TRUSTEES

 

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

 

INTERESTED TRUSTEES

 

								NUMBER OF		OTHER
				TERM OF OFFICE*		PRINCIPAL		FUNDS IN FUND		DIRECTORSHIPS
		POSITION(S)		AND		OCCUPATION(S)		COMPLEX**		HELD BY TRUSTEE
		HELD WITH		LENGTH OF TIME		DURING PAST		OVERSEEN		DURING THE PAST
NAME, ADDRESS AND AGE		THE FUNDS		SERVED		FIVE YEARS		BY TRUSTEE		FIVE YEARS
Lucia B. Santini One Beacon Street, 33rd Floor Boston, MA 02108 Date of Birth: 10/2/1958		Trustee and President		Indefinite; Since May 2011		Managing Director, Boston Trust Investment Management, Inc., February, 2001 to present; Senior Vice President and Senior Portfolio Manager, Boston Trust & Investment Management Company (bank trust company), November 1993 to present.		10		None

 

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

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

 

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

 

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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		DURING THE PAST
NAME, ADDRESS AND AGE		THE FUNDS		TIME SERVED		DURING PAST FIVE YEARS		BY TRUSTEE		FIVE YEARS
Diane E. Armstrong 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 7/2/1964		Trustee		Indefinite; Since November 2004		Managing Director of Financial Planning Services, WealthStone (financial planning firm), July, 2008 to present. Principal of King, Dodson Armstrong Financial Advisors, Inc. August, 2003 to July, 2008. Director of Financial Planning, Hamilton Capital Management. April, 2000 to August, 2003.		10		The Coventry Funds Trust
Michael M. Van Buskirk 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 2/22/1947		Trustee and Chairman of the Board		Indefinite; Trustee since January, 1992. Chairman since January, 2006.		President and Chief Executive Officer, Ohio Bankers League. May, 1991 to present.		10		The Coventry Funds Trust; Advisers Investment Trust
James H. Woodward 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 11/24/1939		Trustee		Indefinite; Since February, 2006		Chancellor Emeritus, University of North Carolina at Charlotte, August, 2005 to present. Chancellor, North Carolina State University, June, 2009 to April, 2010. Chancellor, University of North Carolina at Charlotte. July, 1989 to July, 2005.		10		The Coventry Funds Trust

 

*                               Trustees hold their position until their resignation or removal.

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

 

OFFICERS WHO ARE NOT TRUSTEES

 

		POSITION(S)
		HELD WITH		TERM OF OFFICE* AND		PRINCIPAL OCCUPATION(S) DURING PAST FIVE
NAME, ADDRESS AND AGE		THE FUNDS		LENGTH OF TIME SERVED		YEARS
Jennifer Ellis One Beacon Street, 33rd Floor Boston, MA 02108 Date of Birth: 7/29/1972		Treasurer		Indefinite; Since May, 2011		Chief Financial Officer/Treasurer, Boston Trust & Investment Management Company, May 2011 to present; Finance Director, Bain Capital, June 2008 to May 2010; Vice-President of Finance, Vesbridge Partners, June 2004 to June 2008
Curtis Barnes 100 Summer Street Boston, MA 02110 Date of Birth: 9/24/1953		Secretary		Indefinite; Since May, 2007		Senior Vice President, Citi Fund Services Ohio, Inc. (formerly BISYS Fund Services Ohio, Inc.), August, 2007 to present; Vice President, BISYS Fund Services Ohio, Inc., July, 2004 to July, 2007.
Eric B. Phipps 3435 Stelzer Road Columbus, Ohio 43219 Date of Birth: 6/20/1971		Chief Compliance Officer		Indefinite; Since February, 2006		Vice President, Citi Fund Services Ohio, Inc. (formerly, BISYS Fund Services Ohio, Inc.) June, 2006 to present. Staff Accountant, United States Securities and Exchange Commission October, 2004 to May, 2006. Director of Compliance, BISYS Fund Services Ohio, Inc., December, 1995 to October, 2004.

 

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

 

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

 

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

 

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

 

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

 

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

 

BOARD COMMITTEES

 

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

 

RISK OVERSIGHT

 

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

 

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

 

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

 

13

 

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, 2011, the Trust’s Trustees and officers, as a group, owned less than 1% of each Fund’s outstanding Shares.

 

For the year ended December 31, 2010, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:

 

INTERESTED TRUSTEES

 

				AGGREGATE DOLLAR RANGE OF
				EQUITY SECURITIES IN ALL
				REGISTERED INVESTMENT COMPANIES
		DOLLAR RANGE OF EQUITY SECURITIES		OVERSEEN BY TRUSTEE IN FAMILY OF
NAME OF TRUSTEE		IN THE FUNDS		INVESTMENT COMPANIES*
Lucia B. Santini		over $100,000		over $100,000

 

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INDEPENDENT TRUSTEES

 

NAME OF TRUSTEE		DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS		AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES*
Diane E. Armstrong		None		None
Michael M. Van Buskirk		Over $100,000		Over $100,000
James H. Woodward		None		None

 

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

 

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

 

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

 

For the fiscal year ended March 31, 2011 the Trustees received the following compensation from the Trust and from certain other investment companies (if applicable) that have the same investment adviser as the Funds or an investment adviser that is an affiliated person of the Trust’s investment adviser:

 

NAME OF TRUSTEE		AGGREGATE COMPENSATION FROM THE FUNDS			PENSION OR RETIREMENT BENEFITS ACCRUED AS PART OF FUNDS EXPENSES			ESTIMATED ANNUAL BENEFITS UPON RETIREMENT			TOTAL COMPENSATION FROM THE FUND AND FUND COMPLEX PAID TO THE TRESTEES*
Diane E. Armstrong		$	12,000		$	0		$	0		$	12,000
Lucia B. Santini**		$	0		$	0		$	0		$	0
Michael M. Van Buskirk		$	12,000		$	0		$	0		$	12,000
James H. Woodward		$	9,000		$	0		$	0		$	9,000

 

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

**                                  Ms. Santini was appointed to the Board on May 19, 2011.

 

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; Boston Trust SMID Cap Fund 0.75% of average daily net assets; Walden Balanced Fund 0.75% of average daily net assets; Walden Equity Fund 0.75%

 

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

**                                  From the commencement of operations on October 24, 2008.

***                           Includes $17,016 recoupment of amounts previously waived and/or reimbursed

 

As of March 31, 2011, the Adviser may recoup $84,583, $63,550, $105,790, $184,206, $ 109,166, $183,570, and $176,636 from the Funds as follows:

 

Funds		Amount			Expires
Boston Trust Balanced Fund		$	39,648		2012
		44,935			2013
		0			2014
Boston Trust Equity Fund		23,578			2012
		26,106			2013
		13,866			2014
Boston Trust Midcap Fund		48,745			2012
		29,358			2013
		27,687			2014
Boston Trust Small Cap Fund		6,931			2012
		72,080			2013
		105,195			2014

 

Walden Balanced Fund		$	39,013		2012
		38,125			2013
		32,028			2014
Walden Equity Fund		69,183			2012
		63,210			2013
		51,177			2014
Walden Small Cap Innovations Fund		39,182			2012
		75,530			2013
		61,924			2014

 

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, the Boston Trust SMID Cap Fund, the Walden Small Cap Innovations Fund and the Walden SMID Cap Innovations Fund. Stephen Moody serves as Portfolio Manager for the Walden Balanced Fund, William H. Apfel serves as Portfolio Manager for the Walden Equity Fund and Stephen Amyouny serves as Portfolio Manager for the Boston Trust Midcap Fund. Stephen Franco serves as Portfolio Manager for both the Boston Trust SMID Cap Fund and the Walden SMID Cap Innovations Fund. Heidi Vanni serves as Portfolio Manager for both the Boston Trust SMID Cap Fund and the Walden SMID Cap Innovations Fund. The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of March 31, 2011:

 

PORTFOLIO MANAGER		OTHER REGISTERED INVESTMENT COMPANY ACCOUNTS		ASSETS MANAGED ($ MILLIONS)			OTHER POOLED INVESTMENT VEHICLE ACCOUNTS		ASSETS MANAGED ($ MILLIONS)			OTHER ACCOUNTS *		ASSETS MANAGED ($ MILLIONS)
DOMENIC COLASACCO		0		$	0		2		$	417.52		190		$	1,022.82
KENNETH SCOTT		0		$	0		1		$	5.80		106		$	1,142.66
STEPHEN MOODY		0		$	0		3		$	115.23		77		$	577.17
STEPHEN AMYOUNY		0		$	0		1		$	5.58		90		$	694.49
WILLIAM H. APFEL		0		$	0		2		$	114.11		80		$	562.74
STEPHEN FRANCO				$					$					$
HEIDI VANNI				$					$					$

 

*                                        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.

 

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