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

 9/27/13  Boston Trust & Walden Funds       485BPOS¶    9/27/13   13:1.7M                                   Merrill Corp-MD/FA
          → Boston Trust Walden International Equity Fund ⇒ WIEFX

Document/Exhibit                   Description                      Pages   Size 

 1: 485BPOS     Post-Effective Amendment Filed Pursuant to          HTML    838K 
                Securities Act Rule 485(B)                                       
13: COVER     ¶ Comment-Response or Cover Letter to the SEC         HTML      5K 
12: CORRESP   ¶ Comment-Response or Other Letter to the SEC         HTML     48K 
 2: EX-99.(D)(5)  Miscellaneous Exhibit                             HTML     23K 
 3: EX-99.(E)(2)  Miscellaneous Exhibit                             HTML     12K 
 4: EX-99.(G)(5)  Miscellaneous Exhibit                             HTML    117K 
 6: EX-99.(H)(10)  Miscellaneous Exhibit                            HTML     27K 
 7: EX-99.(H)(15)  Miscellaneous Exhibit                            HTML     14K 
 8: EX-99.(H)(21)  Miscellaneous Exhibit                            HTML     24K 
 9: EX-99.(H)(25)  Miscellaneous Exhibit                            HTML     20K 
 5: EX-99.(H)(5)  Miscellaneous Exhibit                             HTML     22K 
10: EX-99.(I)   Miscellaneous Exhibit                               HTML     12K 
11: EX-99.(J)   Miscellaneous Exhibit                               HTML      8K 

As filed with the Securities and Exchange Commission on September 26, 2013

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. 149

x

 

 

	and/or
	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	x

 

Amendment No. 151

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) 

 

x on (September 27, 2013) pursuant to paragraph (b) 

 

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

 

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

 

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

 

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

 

If appropriate, check the following box:

 

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

 

 

 

 

PROSPECTUS
Walden International Equity Fund (XXXXX)

 

Prospectus dated September 27, 2013

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

 

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.

 

 

September 27, 2013

 

Walden International Equity Fund

Fund Summary

 

Investment Goals

 

The Walden International Equity Fund seeks long-term capital growth through an actively managed portfolio of equities of international companies.

 

Fees and Expenses of the Fund

 

This table describes the fees and expenses that you may pay if you buy and hold shares of the Walden International Equity Fund.

 

Shareholder Fees (fees paid directly from your investment)

 

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

 

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

 

Management Fee		0.75	%
Distribution (Rule 12b-1) Fees		None
Other Expenses(1)		0.64	%
Total Annual Fund Operating Expenses		1.39	%
Fee Waiver and/or Expense Reimbursement(2)		(0.24	)%
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement		1.15	%

 

(1)         Other expenses are based on estimated amounts for the Fund’s first 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 1.15% of its average daily net assets through August 1, 2014 (exclusive of brokerage costs, interest, taxes, dividends, litigation, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles). The Adviser may seek recoupment of fees waived or expenses reimbursed within three fiscal years after fees were waived or expenses reimbursed if the Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses.

 

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

 

1 Year			3 Years
$	117		$	416

 

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 primarily in a diversified portfolio of equity securities of high quality large and middle capitalization companies located in developed countries. Under normal market conditions, the Fund will invest a majority of its assets in non-U.S. securities. At this time, the Adviser generally considers the MSCI World (ex-U.S.) Index representative of international developed markets; the Fund expects to purchase securities of companies whose market capitalizations are encompassed by the Index. As of August 31, 2013 the market capitalization of companies in the Index ranged from $600 million to $211 billion. Market capitalization ranges may vary from country to country. The Fund is broadly diversified across countries, economic sectors, and currencies. Under normal circumstances, at least 80% of the Fund’s assets will be invested in equity securities, including ordinary shares (also known as common stocks), depositary receipts, preferred stock, securities convertible or exchangeable into common stocks, warrants, and rights to purchase common stocks. “Assets” means net assets, plus the amount of borrowing for investment purposes. Shareholders will be given 60 days advance notice of any change to this policy.

 

The Walden International Equity Fund incorporates comprehensive environmental, social and governance (ESG) guidelines in investment selection and portfolio management. In selecting stocks, Walden Asset Management (“Walden”), an affiliate of the Adviser, favors investment in companies it deems to have relatively strong ESG records and seeks to avoid those with inferior ESG performance relative to peers. The Fund seeks to strengthen the ESG performance and accountability of portfolio companies through proxy voting and shareholder engagement.

 

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

 

 www.waldenassetmgmt.com

 

1

 

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.

 

Mangement Risk: The ability of the Fund to meet it’s investment objective is directly related to the allocation of the Fund’s assets. The Adviser may allocate the Fund’s investments so as to under-emphasize or over-emphasize investments under the wrong market conditions, in which case the Fund’s value may be adversely affected.

 

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

 

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

 

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

 

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

 

Currency Risk: A decline in the value of a foreign currency versus the U.S. dollar reduces the value in U.S. dollars of investments denominated in that foreign currency and can result in a loss to the Fund.

 

Performance

 

Because the Fund has not commenced operations and does not have returns for a calendar year, no investment return information is presented for the Fund at this time. In the future, investment return information will be presented in this section of the prospectus. The information will give some indication of the risks of investing in the Fund by comparing the Fund’s investment returns with a broad measure of market performance. Also, shareholder reports containing financial and investment return information will be provided to shareholders semi-annually. Updated performance information is available at no cost by calling 1-800-282-8782, extension 7050.

 

Portfolio Management

 

Investment Adviser:		Boston Trust Investment Management, Inc.
Portfolio Manager:		William Apfel, CFA, Since 2013

 

Buying and Selling Fund Shares

 

Minimum Initial Investment:		$	1,000,000
Minimum Additional Investment:		$	1,000

 

To Place Orders:

 

Boston Trust & Walden Funds

c/o Boston Trust & Investment Management Company

One Beacon Street, Boston, MA 02108

 

Transaction Policies

 

You can buy or sell shares of the Fund on any business day by mail (Boston Trust & Walden Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108), by telephone (1-800-282-8782, ext 7050). You can pay for shares by check or wire transfer.

 

Dividends, Capital Gains and Taxes

 

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

 

Potential Conflicts of Interest

 

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

 

2

 

More About Investment Objectives, Strategies And Risks

 

INVESTMENT OBJECTIVES AND STRATEGIES

 

Walden International Equity Fund

 

Investment Objective

 

The investment objective of the Walden International Equity Fund is to seek long-term capital growth through an actively managed portfolio of equities of international companies. This investment objective can be changed without shareholder approval; however, shareholders will be given 60 days advance notice of such change.

 

Policies and Strategies

 

The Adviser pursues the Fund’s investment objective by investing primarily in a diversified portfolio of equity securities of high quality companies of large and middle capitalization located in developed countries. The Fund seeks competitive, long-term returns relative to its benchmark; the Adviser believes that the high quality companies in which the Fund seeks to invest should provide the Fund with lower volatility of returns. Consistent with the Fund’s investment objective, the Fund:

 

·             under normal market conditions, will invest a majority of its assets in non-U.S. securities,

·             under normal circumstances, will invest at least 80% of its assets in equity securities. Shareholders will be given 60 days advance notice of any change to this policy.

·             will invest in one or more of the following types of equity securities: ordinary shares (also known as common stocks), sponsored and unsponsored American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), preferred stocks, securities convertible or exchangeable into common stocks, warrants, and any rights to purchase common stocks. Only those convertible securities that are “in the money” or immediately convertible to common stock are considered equity securities

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

 

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

 

·             may invest in companies in emerging market countries

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

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

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

·             may invest in other investment companies

 

The Adviser may sell a security for any among 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, or in the context of portfolio construction guidelines. The Adviser may also sell a portfolio holding should it no longer meet the Fund’s ESG guidelines.

 

INVESTMENT PROCESS FOR WALDEN INTERNATIONAL EQUITY FUND

 

The Fund’s investment process focuses on security selection and portfolio construction. The Adviser’s goal is to construct a diversified portfolio of high quality companies drawn from a universe of international developed markets.

 

Security selection is guided by a dual focus on quality and environmental, social, and governance guidelines:

 

Quality — The Adviser seeks to identify and invest in companies that exhibit high quality business and financial characteristics. The Adviser considers high quality companies to be those judged to have financial stability, effective capital management, and financial statements that reflect economic success. The Adviser uses dynamic, qualitative and quantitative methods to identify companies judged to be suitable for investment consideration. The Adviser ranks the universe of investable international companies through the use of quantitative tools focused primarily on business stability, balance sheet sustainability, growth opportunities, profitability, and accounting. The goal is to identify companies that exhibit a quality profile judged by the Adviser to be desirable relative to the universe and each company’s sector peers. The Adviser will invest in a set of companies that are viewed as higher quality and meet the Fund’s ESG and portfolio construction guidelines.

 

Environmental, Social & Governance Guidelines — The Walden International Equity Fund incorporates environmental, social and governance (“ESG”) guidelines in connection with the selection and management of all portfolio holdings. Walden also pursues shareholder engagement, votes proxies, and other initiatives with respect to Walden Funds.

 

Portfolio Construction

 

The portfolio construction process seeks to adhere to the following guidelines:

 

·             The Fund’s primary consideration is investing in high quality companies that meet Walden’s established environmental, social, and governance (ESG) guidelines.

·             The Fund’s investments, in aggregate, possess portfolio characteristics (e.g. profitability, growth, earnings variability, financial leverage, etc.) the Adviser judges to be superior to those of international developed markets.

·             The Fund is broadly diversified across economic sectors, countries, and currencies with weightings generally comparable to those of the international developed markets.

·             The Fund’s holdings, in aggregate, will have valuation characteristics that are, in the Adviser’s judgement, comparable or better than those of an international developed market proxy.

·             The Fund will generally hold between 100 and 200 securities.

·             The Fund attempts to maintain a cash and/or money market instrument position of no more than 5% of its net assets, although cash flows may cause the Fund’s cash position to be higher or lower.

 

The Fund’s sell discipline considers relative deterioration in quality, ESG performance trends, portfolio construction guidelines, and valuation, among other factors.

 

3

 

PRINCIPAL INVESTMENT RISKS

 

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 the Fund’s assets in money market instruments. In such a situation, the Fund may not achieve its stated investment objective.

 

Any investment in the Fund is subject to investment risks, including the possible loss of the principal amount invested.

 

Generally, the Fund 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 Fund’s performance per share will change daily based on many factors, including fluctuation in interest rates, the quality of the instruments in the 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.

 

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

 

·        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.

 

·        Foreign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, regulatory, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund’s performance to fluctuate more than if it held only U.S. securities. Foreign markets also may perform differently from the U.S. market. The risks associated with foreign securities are magnified in “emerging markets”, which may be more volatile and less liquid than more developed countries. The Fund’s investments in foreign and emerging market securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund’s yield on those securities.

 

·        Currency Risk: Some or all of the Fund’s assets may be denominated in foreign (non- U.S.) currencies. The value of foreign currencies relative to the U.S. dollar fluctuates in response to market, economic, political, regulatory, geopolitical or other conditions. There is the risk that the value of such assets and/or the value of any distributions from such assets may decrease if the currency in which such assets are priced or in which they make distributions falls in relation to the value of the U.S. dollar. Some emerging markets countries may have fixed or managed currencies that are not free-floating against the U.S. dollar. The Fund is not required to hedge its foreign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent the Fund does not hedge its foreign currency risk, or the hedges are ineffective, the value of the Fund’s assets and income could be adversely affected by currency exchange rate movements.

 

4

 

DISCLOSURE OF PORTFOLIO HOLDINGS

 

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

 

THE WALDEN FUNDS — ENVIRONMENTAL, SOCIAL & GOVERNANCE GUIDELINES

 

The Walden International Equity Fund incorporates environmental, social and governance (“ESG”) guidelines in connection with the selection and management of all portfolio holdings. Walden Asset Management (“Walden”), an affiliate of the Adviser, also pursues shareholder engagement, votes proxies, and other initiatives with respect to the Walden Funds.

 

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

 

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

 

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

 

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

 

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

 

·             Community Impact: Favor companies that have formal structures for constructive engagement and positive relationships with local, indigenous and underserved communities. Also favor companies with strong policies and practices that uphold international human rights standards. Avoid companies believed to have significant complicity in serious violations of human rights. Also avoid companies that are unresponsive to local community concerns on key issues such as environmental impacts, 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 the Walden Funds, pursues shareholder engagement strategies to promote greater corporate social responsibility and encourage sustainable business practices. Additionally, if the ESG performance of a company in the Walden Funds is perceived to have weakened over time, Walden considers the potential for effective shareholder advocacy as the Fund decides whether to hold or sell the company. Walden’s shareholder engagement strategies focus on:

 

·             Proxy Voting: The voting of proxies is an important fiduciary responsibility of fund managers. The Walden Funds vote company proxies in a manner consistent with the Fund’s investment strategy and its ESG guidelines.

 

·             Dialogue with Companies: Walden may initiate or participate in dialogues with management of companies held by the Walden International Equity Fund. Through telephone calls, letters and meetings with executives, the Fund may press portfolio companies to address issues of concern, such as workplace practices and policies, environmental impact of operations, international labor standards and human rights, corporate governance and public reporting.

 

·             Shareholder Resolutions: Walden may take ESG concerns directly to other shareholders through the shareholder resolution process at annual shareholder meetings, either through submission of a shareholder resolution by the Walden International Equity Fund or through a submission presented by a partnership of Walden and other shareholders. However, due to varying country requirements and logistical considerations, Walden does not anticipate filing many shareholder resolutions at non-U.S. based companies.

 

Walden has sole discretion regarding the interpretation and implementation of the Walden Funds’ ESG guidelines. The Fund’s guidelines are subject to change without shareholder approval.

 

5

 

Shareholder Information

 

PRICING OF FUND SHARES

 

How NAV is Calculated

 

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

 

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

 

	TOTAL ASSETS – LIABILITIES
NAV =	NUMBER OF SHARES OUTSTANDING

 

The NAV per share of the 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 the 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

 

The Fund’s securities generally are valued at current market values using market quotations. The 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. Foreign markets in which a Fund buys securities may be open on days the U.S. markets are closed, causing the fund’s NAV to change even though the Fund is closed. In addition, securities trading on foreign markets present time zone arbitrage opportunities when events effecting portfolio security values occur after the close of the foreign market, but prior to the close of the U.S. market. Fair valuation of a Fund’s portfolio securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a Fund’s NAV by short-term traders. Fair valuation involves subjective judgments and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security.

 

PURCHASING AND ADDING TO YOUR SHARES

 

You may purchase shares of the Fund from the Fund’s 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 Fund considers a purchase or sale order as received when a investment representative receives the order in good order before 4:00 p.m. Eastern Time. These orders will be priced based on the 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 the Fund to timely receive an order must be settled between the investor and the investment representative placing the order.

 

Purchases of the Fund may be made on any business day. This includes any days on which the Fund is 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 Fund is $1,000,000. Subsequent investments must be at least $1,000. Shares of the Fund 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 Fund 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.

 

The Fund or the Adviser may waive its minimum purchase requirement, or the 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 the Fund can have adverse consequences for the Fund and for long-term shareholders in the Fund. The Fund believes that frequent or excessive short-term trading activity by shareholders of the 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 Fund to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and

 

6

 

related costs and expenses; and (d) incur additional tax liability. The Fund therefore discourages frequent purchase and redemptions by shareholders and does 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 Fund to curtail frequent or excessive short-term trading by shareholders. At the present time the Fund does not impose limits on the frequency of purchases and redemptions, nor do they limit the number of exchanges into the Fund. The Fund reserves the right, however, to impose certain limitations at any time with respect to trading in shares of the Fund, including suspending or terminating trading privileges in Fund shares, for any investor whom the Fund believes has a history of abusive trading or whose trading, in the judgment of the Fund, has been or may be disruptive to the Fund. The Fund’s 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 Fund 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 Fund has 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 Fund and enforce the Funds’ market-timing policy with respect to customers identified by the Fund 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 Fund has an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Fund, to restrict or prohibit the indirect intermediary from purchasing shares of the Fund on behalf of other persons.

 

Distribution and Shareholder Services Agreements

 

The Fund is entitled to enter into Shareholder Services Agreements pursuant to which the Fund is authorized to make payments to certain entities which may include investment advisers, banks, trust companies, retirement plan administrators and other types of service providers which provide administrative services with respect to shares of the Fund attributable to or held in the name of the service provider for its clients or other parties with whom they have a servicing relationship. Under the terms of each Shareholder Services Agreement, the Fund is authorized to pay a service provider (which may include affiliates of the Fund) 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 Fund) 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 “Walden International Equity Fund”

 

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

 

Subsequent Investments:

 

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

 

By Wire Transfer

 

Note: Your bank may charge a wire transfer fee.

 

For initial investment: Before wiring funds, call 1-800-282-8782, ext.

 

7050, or 1-617-726-7050 to advise that an initial investment will be made by wire and to receive an account number and wire instructions.

 

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Signature Validation Program – Non-Financial Transactions

 

The Fund and the Transfer Agent reserve the right to require signature guarantees for non-financial transactions, The Fund accepts a Signature Validation Program (SVP) stamp or a Medallion Signature Guarantee stamp if you request any of the following non-financial transactions:

 

· A change in account registration

· An addition to or change in banking instructions

· An addition to or change in beneficiaries

·    An addition to or change in person authorized to execute transactions in your account

·    The addition of a Power of Attorney

·    The addition of or change in a Trustee

·    A change in the custodian for a UTMA/UGMA

 

The SVP is intended to provide validation of authorized signatures for those transactions considered non-financial (i.e. transactions that do not involve the sale, redemption or transfer of securities). The purpose of the SVP stamp on a document is to authenticate your signature and to confirm that you have the authority to provide the instructions contained in the document. This stamp may be obtained from eligible members of a Medallion Signature Guarantee Program or other eligible guarantor institutions in accordance with SVP.

 

Eligible guarantor institutions generally include banks, broker/ dealers, credit unions, members of national securities exchanges, registered securities associations, clearing agencies and savings association. You should verify with the institutions that they are and eligible guarantor institution prior to signing. A notary public cannot provide a SVP stamp.

 

SELLING YOUR SHARES

 

Instructions for Selling Shares

 

You may sell your shares at any time. Your sales price will be the next NAV after your redemption request that is in good order is received by the Fund, its 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 & Walden Funds

c/o Boston Trust & Investment Management Company  

One Beacon Street

Boston, MA 02108

 

By Overnight Service

 

See instruction 2 above, and send to.

 

Send to: Boston Trust & Walden Funds

c/o Boston Trust & Investment Management Company  

One Beacon Street

Boston, MA 02108

 

By Wire Transfer

 

You must indicate this option on your application.

The Fund may charge a wire transfer fee.

 

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

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

 

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

 

Redemptions in Writing Required

 

You must request redemption in writing in the following situations:

 

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

 

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

 

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

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

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

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

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

 

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

 

Verifying Telephone Redemptions

 

The Fund makes every effort to insure that telephone redemptions are only made by authorized shareholders. You will be asked for information to verify your identity. Given these precautions, unless you have specifically indicated on your application that you do not want the telephone redemption feature, you may be responsible for any fraudulent telephone orders. If appropriate precautions have not been taken, the Transfer agent may be liable for losses due to unauthorized transactions. Telephone transaction privileges, including purchases, redemptions and exchanges by telephonic or facsimile instructions, may be revoked at the discretion of the Fund

 

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without advance notice to shareholders. In such cases, and at times of peak activity when it may be difficult to place orders requested by telephone, transaction requests may be made by registered or express mail.

 

Redemptions within 10 Days of Initial Investment

 

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

 

Refusal of Redemption Request

 

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

 

Redemption in Kind

 

The Fund reserves 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 the Fund’s net assets). If the Fund deems it advisable for the benefit of 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.

 

Closing of Small Accounts

 

If your account value falls below $500,000 due to redemption activity, the Fund may ask you to increase your balance. If it is still below $500,000 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 & Walden Funds, c/o Boston Trust & Investment Management Company, One Beacon Street, Boston, MA 02108, or by calling 1-800-282-8782, ext. 7050. Please provide the following information:

 

·        Your name and telephone number

·        The exact name on your account and account number

·        Taxpayer identification number (usually your social security number)

·        Dollar value or number of shares to be exchanged

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

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

 

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

 

Notes on Exchanges

 

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

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

 

DIVIDENDS, DISTRIBUTIONS AND TAXES

 

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.

 

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 Fund 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.

 

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 Fund 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

 

9

 

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.”

 

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

 

Foreign shareholders may be subject to special withholding requirements.

 

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

 

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

 

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

 

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

 

10

 

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 the Fund. Furthermore, preferred stock dividends are not guaranteed and management can elect to forego the preferred dividend, resulting in a loss to the 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 the 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 the 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 the 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, (b) by investing in repurchase agreements and (c) by loaning portfolio securities.

 

2.                                      Borrow money, except (a) from a bank, provided that immediately after such borrowing there is an asset coverage of 300% for all borrowings of the Fund; or (b) from a bank or other persons for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of a Fund’s total assets at the time the borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase agreements.

 

3.                                      Underwrite securities of other issuers, except to the extent that a Fund may be deemed an underwriter under the Securities Act of 1933 by virtue of disposing of portfolio securities or when selling its own shares.

 

4.                                      Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate. This limitation also does not preclude a Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate, including real estate investment trusts.

 

5.                                      Purchase or sell commodities or commodity contracts except as may be permitted by the Investment Company Act of 1940, as amended, or unless acquired as a result of ownership of securities or other investments. This limitation does not preclude a Fund from purchasing, selling and entering into financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), options on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments, including derivatives related to physical commodities; or purchasing or selling securities or other instruments backed by commodities; or purchasing or selling securities of companies that are engaged in a commodities business or have a significant portion of their assets in commodities.

 

6.                                      Invest more than 25% of the value of its net assets in the securities of companies engaged in any particular industry or group of industries, except as permitted by the SEC. This restriction does not apply to investments in securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or repurchase agreements secured thereby.

 

9

 

 

7.                                      Will not issue senior securities. This limitation is not applicable to activities that may be deemed to involve the issuance or sale of a senior security by a Fund, provided that the Fund’s engagement in such activities is consistent with or permitted by the 1940 Act, as amended, the rules and regulations promulgated thereunder or interpretations of the SEC or its staff.

 

8.                                      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); provided, however, that the Boston Trust Asset Management Fund and the Walden Asset Management Fund each may invest up to 25% of their assets in foreign securities and the Walden International Equity Fund may invest in foreign securities without limitation.

 

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

 

7.                                      The Funds may not sell securities short or purchase securities on margin, This limitation does not preclude a Fund from obtaining such short-term credit as may be necessary for the clearance of purchases and sales of its portfolio securities or depositing or paying initial or variation margin in connection with financial futures contracts, related options transactions or other permissible investments.

 

Portfolio Turnover

 

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

 

The portfolio turnover rate may vary greatly from year to year, as well as within a particular year, and may also be affected by cash requirements for redemptions of Shares. High portfolio turnover rates generally will result in higher transaction costs, including brokerage commissions, to the Funds and may result in additional tax consequences to the

 

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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 Trustees also have engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Adviser or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. The Board is currently composed of five Trustees, three of whom are not an “interested persons” of the Fund, as that term is defined in the 1940 Act (each an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. The Chairman of the Board is an Independent Trustee. The Chairman’s responsibilities include, among other things, scheduling Board meetings, setting and prioritizing Board meeting agendas, serving as a point person for the exchange of information between management and the Board of Trustees, coordinating communications among the Trustees, and ensuring that the Board receives reports from management on essential matters. The Trustees meet separately in an executive session on a quarterly basis and meet separately in executive session with the Funds’ Chief Compliance Officer at least annually. On an annual basis, the Board conducts a self-assessment and evaluates its structure.

 

INTERESTED TRUSTEES

 

										OTHER
								NUMBER OF		DIRECTORSHIPS
								FUNDS IN		HELD BY
				TERM OF		PRINCIPAL		FUND		TRUSTEE
		POSITION(S)		OFFICE* AND		OCCUPATION(S)		COMPLEX**		DURING THE
NAME, ADDRESS AND		HELD WITH		LENGTH OF		DURING PAST		OVERSEEN		PAST FIVE
AGE		THE FUNDS		TIME SERVED		FIVE YEARS		BY TRUSTEE		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.		11		None
Heidi Soumerai One Beacon Street, 33rd Floor Boston, MA 02108 Date of Birth: 9/14/57		Trustee		Indefinite, Since May 2013		Senior Vice President and Director of ESG Research, Boston Trust & Investment Management Company, August 2004 - present; Research Analyst, Boston Trust & Investment Management, January 1985 to present		11		None

 

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

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

 

12

 

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

 

Michael M. Van Buskirk. Mr. Van Buskirk has been a Trustee since 1992 and has served as Chairman of the Board of Trustees since 2006. Mr. Van Buskirk 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 President of Armstrong Financial Services, a financial planning firm. Ms. Armstrong has served on the Board of Trustees since 2004. Ms. Armstrong brings investment, auditing, budgeting and financial reporting skills to the Board of Trustees and her investment management background provides important insights into the needs of Fund shareholders.

 

Lucia B. Santini. Ms. Santini was appointed to the Board of Trustees in 2011 and elected by shareholders on May 24, 2013. She also serves as President of the Trust. Ms. Santini has been a 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 North Carolina State University and former Chancellor of 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.

 

Heidi Soumerai. Ms. Soumerai was elected to the Board of Trustees on May 24, 2013. Ms. Soumerai is a Senior Vice President and Director of ESG Research for Boston Trust & Investment Management Company, the parent company of the Adviser, and a member of the Board of Directors of Boston Trust. As the firm’s director of ESG research, she oversees the evaluation of existing and potential securities relative to environmental, social and governance (ESG) factors. Ms. Soumerai has extensive portfolio management experience, including extensive social investing knowledge.

 

BOARD COMMITTEES

 

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

 

14

 

RISK OVERSIGHT

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

OWNERSHIP OF SECURITIES

 

As of June 30, 2013, 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, 2012, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:

 

INTERESTED TRUSTEES

 

NAME OF TRUSTEE		DOLLAR RANGE OF EQUITY SECURITIES IN THE FUNDS		AGGREGATE DOLLAR RANGE OF EQUITY SECURITIES IN ALL REGISTERED INVESTMENT COMPANIES OVERSEEN BY TRUSTEE IN FAMILY OF INVESTMENT COMPANIES*
Lucia B. Santini		Over $100,000		Over $100,000
Heidi Soumerai		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		$0 - $10,000		$0 - $10,000

 

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

 

The Officers of the Trust (other than the Chief Compliance Officer) receive no compensation directly from the Trust for performing the duties of their offices. Citi Fund Services Ohio, Inc. (“Citi”) receives fees from the Funds for acting as administrator and 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 May 24, 2013, the following fees: a quarterly retainer fee of $2,250 per quarter; a regular meeting fee of $2,000 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. The Chairman of the Board of Trustees receives an additional $200 per year. 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, 2013 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		$	16,000		$	0		$	0		$	16,000
James H. Woodward		$	12,000		$	0		$	0		$	12,000
Heidi Soumerai**		$	0		$	0		$	0		$	0

 

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

**                                  Ms. Santini appointed to the Board on May 19, 2011 and elected by shareholders on May 24, 2013. Ms. Soumerai was elected to the Board by shareholders on May 24, 2013. As interested Trustees, Ms. Santini and Ms. Soumerai receive no compensation.

 

INVESTMENT ADVISER

 

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

 

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

 

The Adviser has no performance-based accounts.

 

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

 

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

 

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

 

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

 

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of March 31, 2013 is as follows:

 

				DOLLAR RANGE OF EQUITY SECURITIES
PORTFOLIO MANAGER				BENEFICIALLY OWNED
DOMENIC COLASACCO		Boston Trust Asset Management Fund		Over $1,000,000
		Boston Trust Equity Fund		$500,001 - $1,000,000
KENNETH SCOTT		Boston Trust Small Cap Fund		$10,001 - $50,000
		Boston Trust SMID Cap Fund		$10,001 - $50,000
		Walden Small Cap Innovations Fund		$10,001 - $50,000
STEPHEN AMYOUNY		Boston Trust Midcap Fund		$100,0001- $500,000
		Walden Midcap Fund		$0
WILLIAM APFEL		Walden Equity Fund		Over $1,000,000
		Walden Asset Management Fund		$0
STEPHEN FRANCO		Boston Trust SMID Cap Fund		$50,001 - $500,000
HEIDI VANNI		Boston Trust SMID Cap Fund		$0

 

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Boston Trust Midcap Fund		Commissions		$	8,395		$	7,185		$	5,588
		Aggregate Portfolio Transactions		$	12,741,803		$	10,618,861		$	12,169,385
Boston Trust Small Cap Fund		Commissions		$	65,663		$	176,214		$	198,179
		Aggregate Portfolio Transactions		$	217,016,255		$	223,506,544		$	366,286,282
Boston Trust SMID Cap Fund		Commissions		$	0	*	$	1,195		$	1,469
		Aggregate Portfolio Transactions		$	0	*	$	3,852,311		$	2,970,528
Walden Asset Management Fund		Commissions		$	10,997		$	10,032		$	4,952
		Aggregate Portfolio Transactions		$	17,918,542		$	18,851,856		$	8,995,881
Walden Equity Fund		Commissions		$	22,781		$	17,048		$	20,236
		Aggregate Portfolio Transactions		$	28,265,432		$	25,254,830		$	39,327,905
Walden Midcap Fund		Commissions		$	0	*	$	8,051		$	5,103
		Aggregate Portfolio Transactions		$	0	*	$	13,471,774		$	11,822,079
Walden Small Cap Innovations Fund		Commissions		$	6,940		$	33,936		$	42,935
		Aggregate Portfolio Transactions		$	38,816,000		$	36,206,119		$	65,455,962
Walden SMID Cap Innovations Fund		Commissions		$	0	*	$	0	*	$	8,658
		Aggregate Portfolio Transactions		$	0	*	$	0	*	$	19,795,414
Walden International Equity Fund		Commissions		$	0	*	$	0	*	$	0	*
		Aggregate Portfolio Transactions		$	0	*	$	0	*	$	0	*

 

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

 

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

 

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

 

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