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

 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2024

 

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

 

 

 

Table of Contents

 

   

INVESTMENT OBJECTIVES AND POLICIES

1

Additional Information on Portfolio Instruments

1

INVESTMENT RESTRICTIONS

8

Portfolio Turnover

10

NET ASSET VALUE

10

Additional Purchase and Redemption Information

11

MANAGEMENT OF THE TRUST

11

The Board of Trustees

11

Interested Trustees

11

Independent Trustees

12

Officers Who Are Not Trustees

13

Board Committees

14

Diversity of the Board

14

Risk Oversight

15

Ownership of Securities

15

Investment Adviser

16

Portfolio Manager Information

19

Code of Ethics

22

Portfolio Transactions

22

Administrator and Fund Accounting Services

24

Distributor

25

Custodian

25

Transfer Agency Services

25

Shareholder Services Agreements

25

Payment of Additional Cash Compensation

26

Independent Registered Public Accounting Firm

26

Legal Counsel

26

ADDITIONAL INFORMATION

26

Description of Shares

26

Control of Persons & Principal Holders of Securities

27

Vote of a Majority of the Outstanding Shares

31

Additional Tax Information

32

Proxy Voting

34

Disclosure of Fund Portfolio Holdings

35

MISCELLANEOUS

35

FINANCIAL STATEMENTS

36

 

 

STATEMENT OF ADDITIONAL INFORMATION

 

BOSTON TRUST WALDEN FUNDS

 

Boston Trust Walden Funds (formerly, Boston Trust & Walden Funds) (the “Trust”) is an open-end investment management company which currently offers its shares in separate series. The Trust was organized as a Massachusetts business trust on January 8, 1992. Prior to August 1, 2011, the Trust was known as The Coventry Group. Overall responsibility for the management of the Funds is vested in the Board of Trustees (the “Board”). Shareholders are entitled to one vote for each full share held and a proportionate fractional vote for any fractional shares held, and will vote in the aggregate and not by series except as otherwise expressly required by law. An annual or special meeting of shareholders to conduct necessary business is not required by the Trust’s Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) or other authority, except under certain circumstances. Absent such circumstance, the Trust does not intend to hold annual or special meetings. This Statement of Additional Information deals with ten series: Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, Boston Trust Walden Balanced Fund, Boston Trust Walden Equity Fund, Boston Trust Walden Midcap Fund, Boston Trust Walden SMID Cap Fund, Boston Trust Walden Small Cap Fund, and Boston Trust Walden International Equity Fund (the “Funds”). Much of the information contained in this Statement of Additional Information expands upon subjects discussed in the Prospectus. Capitalized terms not defined herein are defined in the Prospectus. No investment in shares of a Fund should be made without first reading the Prospectus.

 

INVESTMENT OBJECTIVES AND POLICIES

 

Additional Information on Portfolio Instruments

 

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

 

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

 

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

 

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

 

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

 

 

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

 

FOREIGN SECURITIES. Foreign investments can involve significant risks in addition to the risks inherent in U.S. investments. The value of securities denominated in or indexed to foreign currencies, and of dividends and interest from such securities, can change significantly when foreign currencies strengthen or weaken relative to the U.S. dollar (See CURRENCY RISK). Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices on some foreign markets can be highly volatile. Many foreign countries lack uniform accounting and disclosure standards comparable to those applicable to U.S. companies, and it may be more difficult to obtain reliable information regarding an issuer’s financial condition and operations. Foreign branches of U.S. banks and foreign banks are not regulated by U.S. banking authorities and may be subject to less stringent reserve requirements than those applicable to domestic branches of U.S. banks. In addition, foreign banks generally are not bound by accounting, auditing, and financial reporting standards comparable to those applicable to U.S. banks. Dividends and interest paid by foreign issuers may be subject to withholding and other foreign taxes which may decrease the net return on foreign investments as compared to dividends and interest paid to a Fund by domestic companies. In addition, the costs of foreign investing, including withholding taxes, brokerage commissions, and custodial costs, generally are higher than for U.S. investments.

 

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers, brokers, and securities markets may be subject to less government supervision. The settlement periods for foreign securities and instruments are often longer than those for securities or obligations of U.S. issuers or instruments denominated in U.S. dollars. Delayed settlement may affect the liquidity of a Fund’s holdings. Certain types of securities and other instruments are not traded “delivery versus payment” in certain markets (e.g., government bonds in Russia) meaning that a Fund may deliver securities or instruments before payment is received from the counterparty. In such markets, the Fund may not receive timely payment for securities or other instruments it has delivered and may be subject to increased risk that the counterparty will fail to make payments when due or default completely. It also may be difficult to enforce legal rights in foreign countries.

 

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

 

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

 

The departure of a country from the European Union or other economic or trading bloc could have significant political and financial consequences for global markets. These consequences include greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence and an increased likelihood of a recession in such markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on asset valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.

 

 

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The Boston Trust Asset Management Fund and the Boston Trust Walden Balanced Fund each may invest up to 25% of their assets in foreign securities and Boston Trust Walden International Equity Fund may invest a majority of its assets in non-U.S. securities. Each Fund may invest in foreign securities in a non-principal manner. Each Fund may invest without regard to the limitation in securities of foreign issuers which are listed and traded on a U.S. national securities exchange.

 

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

 

CURRENCY RISK. Foreign securities may be denominated in foreign currencies, although foreign issuers may also issue securities denominated in U.S. dollars. The value of a Fund’s investments denominated in foreign currencies and any funds held in foreign currencies will be affected by changes in currency exchange rates, the relative strength of those currencies and the U.S. dollar, and exchange-control regulations. Changes in the foreign currency exchange rates also may affect the value of dividends and interest earned, gains and losses realized on the sale of securities and net investment income and gains, if any, to be distributed to shareholders by a Fund. The exchange rates between the U.S. dollar and other currencies are determined by the forces of supply and demand in foreign exchange markets. Accordingly, the ability of a Fund that invests in foreign securities as part of its principal investment strategy to achieve its investment objective may depend, to a certain extent, on exchange rate movements. In addition, while the volume of transactions effected on foreign stock exchanges has increased in recent years, in most cases it remains appreciably below that of domestic securities exchanges. Accordingly, a Fund’s foreign investments may be less liquid and their prices may be more volatile than comparable investments in securities of U.S. companies. In buying and selling securities on foreign exchanges, purchasers normally pay fixed commissions that are generally higher than the negotiated commissions charged in the U.S. In addition, there is generally less government supervision and regulation of securities exchanges, brokers and issuers located in foreign countries than in the U.S.

 

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

 

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

 

 

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HIGH YIELD SECURITIES. Certain Funds reserve the right to invest up to 20% of their assets in securities rated lower than BBB- by Standard & Poor’s Ratings Group (“S&P”) or lower than Baa3 by Moody’s Investors Service, Inc. (“Moody’s”), but rated at least B- by S&P or B3 by Moody’s (or, in either case, if unrated, deemed by the Adviser to be of comparable quality). Lower-rated securities generally offer a higher current yield than that available for higher grade issues. However, lower-rated securities involve higher risks, in that they are especially subject to adverse changes in general economic conditions and in the industries in which the issuers are engaged, to changes, or perceived changes, in the financial condition of the issuers and to price fluctuations in response to changes in interest rates. During periods of economic downturn or rising interest rates, highly leveraged issuers may experience financial stress which could affect adversely their ability to make payments of interest and principal and increase the possibility of default. In addition, the market for lower-rated debt securities has expanded rapidly in recent years, and its growth paralleled a long economic expansion. At times in recent years, the prices of many lower rated debt securities declined substantially, reflecting an expectation that many issuers of such securities might experience financial difficulties. As a result, the yields on lower-rated debt securities rose dramatically, but such higher yields did not reflect the value of the income stream that holders of such securities expected, but rather, the risk that holders of such securities could lose a substantial portion of their value as a result of the issuers’ financial restructuring or default. There can be no assurance that such declines will not recur. The market for lower-rated debt issues generally is smaller and less active than that for higher quality securities, which may limit the Funds’ ability to sell such securities at fair value in response to changes in the economy or financial markets. Adverse publicity and investor perceptions, whether or not based on fundamental analysis, may also decrease the values and liquidity of lower-rated securities, especially in a smaller and less actively-traded market.

 

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

 

MUNICIPAL OBLIGATIONS. Certain Funds may invest in municipal securities. Municipal securities are obligations, typically bonds and notes, issued by or on behalf of states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies, authorities and instrumentalities, the interest on which, in the opinion of the issuer’s bond counsel at the time of issuance, is both exempt from federal income tax and not treated as a preference item for individuals for purposes of the federal alternative minimum tax. Generally, municipal securities are issued by governmental entities to obtain funds for various public purposes, such as the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses and the extension of loans to other public institutions and facilities. Municipal securities may include fixed, variable, or floating rate obligations. Municipal securities may be purchased on a when-issued or delayed-delivery basis (including refunding contracts). The prices and yields on municipal securities are subject to change from time to time and depend upon a variety of factors, including general money market conditions, the financial condition of the issuer (or other entities whose financial resources are supporting the municipal security), general conditions in the market for tax-exempt obligations, the size of a particular offering, the maturity of the obligation and the rating(s) of the issue. Not all municipal obligations of the Funds are tax-exempt. There are variations in the quality of municipal securities, both within a particular category of municipal securities and between categories. Current information about the financial condition of an issuer of tax-exempt bonds or notes usually is not as extensive as that which is made available by corporations whose securities are publicly traded. An issuer’s obligations under its municipal obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if any, which may be enacted by federal or state legislatures extending the time for payment of principal or interest, or both, or imposing other constraints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its municipal obligations may be materially adversely affected by litigation or other conditions. Moreover, changes in the financial health of a municipality or other issuer, or an insurer of municipalities, may make it difficult to pay interest and principal when due and may affect the overall municipal securities market. Downgrades or defaults during economic downturns or similar periods of economic stress could affect the market values and marketability of many or all municipal obligations of issuers in a state, U.S. territory, or possession. For example, the coronavirus (COVID-19) significantly stressed the financial resources of many municipal issuers. Future pandemics may also impair a municipal issuer’s ability to meet its financial obligations when due and could adversely impact the value of its bonds, which could negatively impact the performance of a Fund. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on tax-exempt bonds, and similar proposals may be introduced in the future. The U.S. Supreme Court has held that Congress has the constitutional authority to enact such legislation. It is not possible to determine what effect the adoption of such proposals could have on the availability of tax-exempt bonds for investment by a Fund and the value of its portfolio. Proposals also may be introduced before state legislatures that would affect the state tax treatment of municipal securities. If such proposals were enacted, the availability of municipal securities and their value would

 

 

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be affected. The ratings of nationally recognized statistical rating organizations (“NRSROs”) represent their opinions as to the quality of municipal securities. In this regard, it should be emphasized that the ratings of any NRSRO are general and are not absolute standards of quality, and municipal securities with the same maturity, interest rate and rating may have different yields, while municipal securities of the same maturity and interest rate with different ratings may have the same yield. Subsequent to purchase by a Fund, an issue of municipal securities may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the Fund. The Adviser will consider such an event in determining whether the Fund should continue to hold the obligation. Subsequent to its purchase by a Fund, an issue of rated municipal obligations may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require the sale of such municipal obligations by the Fund. To the extent that the ratings given by Moody’s or S&P for municipal obligations may change as a result of changes in such organizations or their rating systems, the Fund will attempt to use comparable ratings as standards for its investments in accordance with the investment policies contained in the Prospectus and this SAI.

 

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

 

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

 

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

 

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

 

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

 

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

 

 

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The SEC’s regulatory framework governing the use of derivatives by registered investment companies is set forth in Rule 18f-4 of the 1940 Act (“Rule 18f-4”). Rule 18f-4 requires a Fund that qualifies as a “limited derivatives user” (generally, a Fund that limits the notional amount of its derivatives transactions to 10% or less of its net assets) to adopt and implement policies and procedures reasonably designed to manage the Fund’s derivatives risks, while a Fund that does not so qualify is required to adopt and implement a written derivatives risk management program and comply with a quantitative limit on the estimated potential risk of loss that the Fund incurs from its derivatives transactions. This regulatory framework also eliminates the asset segregation and coverage framework previously used by the Funds to comply with Section 18 of the 1940 Act in connection with options and futures contracts and certain other financing transactions.

 

ILLIQUID INVESTMENTS. The Funds may not invest more than 15% of their net assets in illiquid investments (calculated at the time of investment). An illiquid investment is any investment that the Fund reasonably expect cannot be sold or disposed of in seven calendar days or less without significantly changing the market value of the investment. The liquidity of an investment will be determined based on relevant market, trading and investment specific considerations as set out in the Funds’ Liquidity Risk Management Program (“Liquidity Program”) as required by Rule 22e-4 under the 1940 Act (the “Liquidity Rule”). Illiquid investments may trade at a discount to comparable, more liquid investments and the Funds may not be able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a Fund’s net assets, the Liquidity Rule and the Liquidity Program may require that certain remedial actions be taken.

 

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

 

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

 

INTERFUND LENDING. Pursuant to an exemptive order issued by the SEC, each Fund may directly lend to and borrow money from each other for temporary purposes in accordance with the terms and conditions of the exemptive order. The Funds entered into a master interfund lending agreement (“Interfund Lending Agreement”) with each other that permits each Fund to lend money directly to and borrow directly from other Funds through a credit facility for temporary purposes (an “Interfund Loan”). The credit facility is intended both to reduce the Funds’ borrowing costs and enhance the ability of the lending Funds to earn higher rates of interest on their short-term lendings than would otherwise be available to them.

 

The intention of the credit facility is to provide a borrowing Fund with savings at times when the cash position of the borrowing Fund is insufficient to meet temporary cash requirements. A Fund may also use the credit facility when a sale of securities “fails” due to circumstances beyond the Fund’s control, such as a delay in the delivery of cash to the Fund’s custodian or improper delivery instructions by the broker effecting the transaction. “Sales fails” may present a cash shortfall if the Fund has undertaken to purchase a security using the proceeds from securities sold. Alternatively, the Fund would “fail” on its intended purchase due to lack of funds from the previous sale, resulting in additional cost to the Fund. Use of the credit facility under these circumstances potentially enables the Fund to have access to immediate short-term liquidity.

 

While bank borrowings generally could supply needed cash to cover unanticipated redemptions and sales fails, the borrowing Funds would incur commitment fees and/or other charges involved in obtaining bank loans. Under the credit facility, a borrowing Fund will pay lower interest rates than those that will be payable under short-term loans offered by banks. In addition, Funds making short-term cash loans directly to other Funds will earn interest at a rate higher than they otherwise could obtain from investing their cash in repurchase agreements or money market funds. Thus, the credit facility is expected to benefit both borrowing and lending Funds.

 

 

6

 

 

The interest rate to be charged to the Funds on any Interfund Loan (the “Interfund Loan Rate”) will be the average of: (i) the “Repo Rate,” as defined below; and (ii) the “Bank Loan Rate,” as defined below. The Repo Rate for any day is equal to the highest or best rate available (after giving effect to factors such as the credit quality of the counterparty) to a lending Fund from investment in overnight repurchase agreements with counterparties approved by the Fund or the Adviser. The Bank Loan Rate for any day is calculated by the Interfund Lending Committee, as defined below, each day an Interfund Loan is made according to a formula established by the Board, as applicable, intended to approximate the lowest interest rate at which bank short-term loans would be available to the Funds.

 

Certain members of the Adviser’s fund administration personnel (the “Interfund Lending Committee”) administer the credit facility. No portfolio manager of any Fund may serve as a member of the Interfund Lending Committee. The credit facility is available to any Fund. On any day on which a Fund intends to borrow money, the Interfund Lending Committee makes an Interfund Loan from a lending Fund to a borrowing Fund only if the Interfund Loan Rate is: (i) more favorable to the lending Fund than the Repo Rate and, if applicable, the yield of any money market fund in which the lending Fund could otherwise invest, and (ii) more favorable to the borrowing Fund than the Bank Loan Rate.

 

A Fund may make an unsecured borrowing through the credit facility if its outstanding borrowings from all sources immediately after the interfund borrowing total 10% or less of its total assets, provided that if the Fund has a secured loan outstanding from any other source, including but not limited to another Fund, the Fund’s interfund borrowing will be secured on at least an equal priority basis with at least an equivalent percentage of collateral to loan value as any outstanding loan that requires collateral. If a Fund’s total outstanding borrowings immediately after an interfund borrowing would be greater than 10% of its total assets, the Fund may borrow through the credit facility only on a secured basis. A Fund may not borrow through the credit facility or from any other source if its total outstanding borrowings immediately after such borrowing would be more than 33 1/3% of its total assets.

 

No Fund may lend to another Fund through the credit facility if the loan would cause the lending Fund’s aggregate outstanding loans through the credit facility to exceed 15% of the lending Fund’s current net assets at the time of the loan. A Fund’s Interfund Loans to any one Fund shall not exceed 5% of the lending Fund’s net assets. The duration of Interfund Loans will be limited to the time required to obtain cash sufficient to repay such Interfund Loan, through either the sale of portfolio securities or the net sales of the Fund’s shares, but in no event more than seven days. Loans effected within seven days of each other will be treated as separate loan transactions for purposes of this condition.

 

The limitations described above and the additional terms and conditions of the exemptive order are intended to minimize the risks associated with Interfund Loans for the borrowing fund and the lending fund. However, these limitations and conditions do not eliminate all risk that occurs when one fund borrows money from another fund.

 

INVESTMENT COMPANY SECURITIES. Each Fund may invest in the securities of other investment companies, including open-end and closed-end investment companies and exchange traded funds (“ETFs”), to the extent that such an investment would be consistent with the requirements of the 1940 Act and each Fund’s investment objectives. Investments in the securities of other investment companies may involve duplication of advisory fees and certain other expenses. By investing in another investment company, each Fund becomes a shareholder of that investment company. As a result, each Fund’s shareholders indirectly will bear each Fund’s proportionate share of the fees and expenses paid by shareholders of the other investment company, in addition to the fees and expenses each Fund’s shareholders directly bear in connection with each Fund’s own operations.

 

Index-based ETFs are designed to track the performance of a specified index. Therefore, securities may be purchased, retained and sold by ETFs at times when an actively managed trust would not do so. As a result, a Fund may have a greater risk of loss (and a correspondingly greater prospect of gain) from changes in the value of the securities that are heavily weighted in the index than would be the case if the ETF were not fully invested in such securities. Because of this, an ETF’s price can be volatile. In addition, the results of an ETF will not match the performance of the specified index due to reductions in the ETF’s performance attributable to transaction and other expenses, including fees paid by the ETF to service providers. Actively managed ETFs do not seek to track the return of a particular market index. Instead, an actively managed ETF’s investment adviser, like that of an actively managed mutual fund, creates a unique mix of investments to meet a particular investment objective and policy.

 

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

 

 

7

 

 

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

 

Shares of closed-end funds and ETFs (except, in the case of ETFs, for “aggregation units” of 50,000 shares) are not individually redeemable, but are traded on securities exchanges. The prices of such shares are based upon, but not necessarily identical to, the value of the securities held by the issuer. There is no assurance that the requirements of the securities exchange necessary to maintain the listing of shares of any closed-end fund or ETF will continue to be met.

 

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

 

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 the Funds and (unless otherwise noted) are fundamental and cannot be changed without the affirmative vote of a majority of each Fund’s outstanding voting securities as defined in the 1940 Act.

 

None of the Funds, excluding the Boston Trust SMID Cap Fund, may:

 

 

1.

Make loans except to the extent consistent with the 1940 Act and the rules and regulations thereunder, or as may otherwise be permitted by the SEC or its staff pursuant to order or interpretation, or as may be permitted by other regulatory authorities with appropriate jurisdiction.

 

 

2.

Borrow money except to the extent consistent with the 1940 Act and the rules and regulations thereunder, or as may otherwise be permitted by the SEC or its staff pursuant to order or interpretation, or as may be permitted by other regulatory authorities with appropriate jurisdiction.

 

 

3.

Invest in commodities except to the extent consistent with the 1940 Act and the rules and regulations thereunder, or as may otherwise be permitted by the SEC or its staff pursuant to order or interpretation, or as may be permitted by other regulatory authorities with appropriate jurisdiction.

 

 

8

 

 

The Boston Trust SMID Cap Fund may not:

 

 

1.

Lend any security or make any other loan if, as a result, more than 33 1/3% of the total assets would be lent to other parties, but this limitation does not apply to purchases of debt securities or to repurchase agreements, or to acquisition of loans, loan participations or other forms of debt instruments.

 

 

2.

Borrow money, except that a Fund may borrow money (a) from a bank or from another fund of the Trust, provided that immediately after such borrowing, the aggregate amount of all borrowings does not exceed 33 1/3% of the Fund’s total assets (including the amount borrowed) less liabilities (other than borrowings), or (b) from a bank or other person for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time the borrowing is made. This limitation does not preclude the Fund from entering into reverse repurchase agreements.

 

 

3.

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

 

None of the Funds may:

 

 

1.

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

 

 

2.

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

 

 

3.

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.

 

 

4.

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

 

 

5.

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

 

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

 

 

1.

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

 

 

2.

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

 

 

3.

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

 

 

9

 

 

 

4.

Invest more than 15% of its assets in securities of foreign issuers (including ADRs with respect to foreign issuers, but excluding securities of foreign issuers listed and traded on a U.S. national securities exchange); provided, however, that the Boston Trust Asset Management Fund and the Walden Balanced Fund each may invest up to 25% of their assets in foreign securities and Walden International Equity Fund may invest a majority of its assets in non-U.S. securities.

 

 

5.

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.

 

 

6.

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

 

Portfolio Turnover

 

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

 

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

 

NET ASSET VALUE

 

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

 

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

 

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

 

The Trust may use a pricing service to value certain portfolio securities where the prices provided are believed to reflect the fair market value of such securities. A pricing service would normally consider such factors as yield, risk, quality, maturity, type of issue, trading characteristics, special circumstances and other factors it deems relevant in determining valuations of normal institutional trading units of debt securities and would not rely exclusively on quoted prices. Certain instruments, for which pricing services used for the Funds do not provide prices, may be valued by the Trust using methodologies similar to those used by pricing services, where such methodologies are believed to reflect fair value of the subject security. The methods used by the pricing service and the Funds and the valuations so established will be reviewed by the Trust under the general supervision of the Board. Several pricing services are available, one or more of which may be used by the Adviser from time to time.

 

 

10

 

 

Additional Purchase and Redemption Information

 

Shares of each of the Funds are distributed on a continuous basis by Foreside Financial Services, LLC (“Foreside”). In addition to purchasing shares directly from the Fund, shares may be purchased through financial intermediaries in connection with the requirements of accounts at the Adviser or the Adviser’s affiliated entities (collectively, “Entities”). Customers purchasing shares of the Funds may include officers, directors, or employees of the Adviser or the Entities.

 

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

 

MANAGEMENT OF THE TRUST

 

The Board of Trustees

 

The Board 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. The Board is currently composed of five Trustees, four of whom are not an “interested person” 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 Chairperson of the Board is an Independent Trustee. The Chairperson’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, 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 on a quarterly basis. On an annual basis, the Board conducts a self-assessment and evaluates its structure.

 

Interested Trustees

 

NAME, ADDRESS
AND YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUNDS

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST FIVE YEARS

NUMBER OF
FUNDS IN FUND
COMPLEX**
OVERSEEN BY
TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY TRUSTEE
DURING THE PAST
FIVE YEARS

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

Trustee and President

Indefinite;
Since June, 2011

President, Boston Trust Walden Inc., January 2017 to present; Managing Director, Boston Trust Walden 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 Boston Trust Walden Funds.

 

Ms. Santini is considered an “interested person” of the Trust as defined in the 1940 Act due to her employment with the Adviser.

 

 

11

 

 

Independent Trustees

 

NAME, ADDRESS
AND YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUNDS

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

PRINCIPAL OCCUPATION(S)
DURING PAST FIVE YEARS

NUMBER OF
FUNDS IN FUND
COMPLEX**
OVERSEEN BY
TRUSTEE

OTHER
DIRECTORSHIPS
HELD BY TRUSTEE
DURING THE PAST
FIVE YEARS

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

Trustee and Chairperson of the Board

Indefinite; Since 2005. Chairperson since 2021

Owner, Armstrong Financial Services LLC, November 2012 to present; Adviser, Premier Private Wealth LLC, June 2022 to present; Adviser, Investment Partners LTD, January 2018 to December 2019

10

None

Louis G. Hutt, Jr.
One Beacon Street
Boston, MA 02108
Year of Birth: 1954

Trustee

Indefinite; Since 2021

Chief Executive Officer, The Hutt Company, Certified Public Accountants, LLC February 1982 to present; Chief Executive Officer, The Hutt Law Firm, January 1983 to present

10

Brown Capital Management Fund (2014 to Present)

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

Trustee

Indefinite, Since 2016

Director of Investments, The McKnight Foundation, January 2019 to present; Advisory Committee, Columbia Threadneedle (fund manager), January 2019 to present

10

None

Dina A. Tantra
One Beacon Street
Boston, MA 02108
Year of Birth: 1969

Trustee

Indefinite, Since 2021

Co-Chief Executive Officer, Global Rhino LLC (consulting firm), October 2018 to present; Chief Strategy Officer, CCO Technology, LLC (consulting and technology firm), February 2019-to January 2023

10

Thornburg Income Builder Opportunities Trust, (October 2020 to present); Heartland Funds (April 2022 to present)

 

*

Trustees hold their position until their resignation or removal.

 

**

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

 

 

12

 

 

Officers Who Are Not Trustees

 

NAME, ADDRESS
AND YEAR OF BIRTH

POSITION(S)
HELD WITH
THE FUNDS

TERM OF
OFFICE* AND
LENGTH OF
TIME SERVED

PRINCIPAL OCCUPATION(S) DURING PAST FIVE YEARS

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

Treasurer

Indefinite; Since 2011

Director of Finance/Treasurer, Boston Trust Walden Company, May 2011 to present.

Usman Yousaf
One Beacon Street
Boston, MA 02108
Year of Birth: 1989

Assistant Treasurer

Indefinite; Since 2023

Accounting Analyst/Accounting Manager, Boston Trust Walden Company, December 2016 to present.

Katrina Pelsue
One Beacon Street
Boston, MA 02108
Year of Birth: 1985

Vice-President

Indefinite; Since 2023

Director, Boston Trust Walden Inc., January 2022 to present; Director of Fund Services, Boston Trust Walden Company, January 2021 to present; Manager, Fund Services, Boston Trust Walden Company, October 2015 to January 2021

Jennifer A. Craig
The Northern Trust Company
50 South La Salle Street
Chicago, IL 60603
Year of Birth: 1973

Secretary

Indefinite; Since 2023

Vice President of The Northern Trust Company, September 2021 to present; Assistant Vice President, Paralegal Manager of SS&C/ALPS Fund Services Inc., January 2007 to September 2021.

Randi Jean Roessler
501 S. Cherry St., Suite 610
Denver, CO 80246
Year of Birth: 1981

Chief Compliance Officer and AML Officer

Indefinite; Since 2023

Director, PINE Advisor Solutions, March 2023 to present; Chief Compliance Officer, Davis Selected Advisers, L.P., Davis Funds, Selected Funds, the Clipper Fund Trust, the Davis Fundamental ETF Trust, and Davis Distributors, LLC, January 2018 to February 2023

 

*

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

 

Each Trustee is nominated to serve on the Board 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.

 

Diane E. Armstrong. Ms. Armstrong is the owner of a financial consulting firm. Ms. Armstrong has served on the Board since 2005 and is Chairperson of the Board. She is a certified public accountant and a certified financial planner® practitioner. Ms. Armstrong brings investment, auditing, budgeting and financial reporting skills to the Board and her investment management background provides important insights into the needs of Fund shareholders. Ms. Armstrong has been designated by the Board as an “Audit Committee financial expert”.

 

Louis G. Hutt, Jr. Mr. Hutt was appointed to the Board in 2021 and is Chairperson of the Trust’s Audit Committee. Mr. Hutt established The Hutt Company and The Hutt Law Firm over 25 years ago. Mr. Hutt is a certified public accountant and an attorney with extensive experience in financial accounting, auditing, law and business management. His practice concentrates on regulatory compliance, business compliance, business planning law, tax controversies and management advisory services. Mr. Hutt has been designated by the Board as an “Audit Committee financial expert”.

 

Elizabeth E. McGeveran. Ms. McGeveran was appointed to the Board in 2016 and elected by shareholders on July 7, 2016. She is the Chairperson of the Nominating and Governance Committee. With almost 25 years investment industry experience, she is a leader in developing environmental, social and governance (ESG) investment approaches. Since 2019, Ms. McGeveran has served as the Director of Investments for the McKnight Foundation, where she is responsible for the foundation’s endowment. This includes designing a market rate, solutions-oriented portfolio that aligns with the organization’s mission, advances climate solutions, and equitable communities and economies. From 2014-2019, she served as the Director of Impact Investing for the McKnight Foundation.

 

 

13

 

 

Lucia B. Santini. Ms. Santini was appointed to the Board in 2011 and elected by shareholders on May 24, 2013. She also serves as President of the Trust. Ms. Santini has been the President of Boston Trust Walden Inc., the Adviser, since January 2017; she was previously a Managing Director of the Adviser from 2001 to December 31, 2016; and Managing Director of Boston Trust Walden Company, the parent of the Adviser, since 1993. Ms. Santini brings operational, investment management and marketing knowledge to the Board.

 

Dina A. Tantra. Ms. Tantra was appointed to the Board in 2021. Ms. Tantra has more than 25 years of financial services industry legal and compliance experience. Ms. Tantra’s experience includes leadership and management roles working with investment advisers, broker-dealers and financial products, with particular expertise in mutual fund distribution, servicing and governance. She has held various senior leadership positions in the legal, compliance and governance areas and has experience overseeing a staff of legal, finance and compliance experts.

 

Board Committees

 

The Board has established an Audit Committee and a Nominating and Governance Committee to assist it in performing its oversight function. The Audit Committee, composed entirely of Independent Trustees, oversees the Trust’s accounting and financial reporting policies and practices and the quality and objectivity of the Trust’s financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trust’s internal accounting and control structure, its auditing function and its financial reporting process; (ii) recommending to the Board the appointment, retention or termination of the Trust’s independent registered public accounting firm; (iii) evaluating the independence of the Trust’s independent registered public accounting firm and reviewing the auditor’s disclosures and representations with respect to its independence; (iv) reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities; (v) overseeing the work of the Trust’s independent registered public accounting firm, and resolving disagreements, if any, between the independent registered public accounting firm and management regarding financial reporting; (vi) pre-approving all auditing services and permissible non-auditing services to be provided to the Trust by the independent registered public accounting firm and pre-approving the independent registered public accounting firm’s engagement for non-audit services to Trust-related entities where such services relate directly to the operations and financial reporting of the Trust; (vii) considering such other matters as it may deem appropriate in carrying out the above responsibilities and any other matters that may be assigned to it by the Board; and (viii) serving as the Trust’s qualified legal compliance committee. The Audit Committee met twice during the last fiscal year. The Nominating and Governance Committee, also comprised of all the Independent Trustees, evaluates the qualifications of candidates and makes nominations for independent trustee membership on the Board. The Nominating and Governance Committee does not consider nominees recommended by shareholders. The Nominating and Governance Committee periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills, and reviews Trustee compensation periodically to recommend appropriate changes to the Board. During the last fiscal year, the Nominating and Governance Committee held three meetings. The Board has determined that leadership by an Independent Trustee and a committee structure that is led by Independent Trustees is appropriate for the Trust and allows the Board to effectively and efficiently evaluate issues that impact the Trust as a whole as well as issues that are unique to each Fund.

 

Diversity of the Board

 

As of the date of this SAI, the Trustees identified themselves in the following categories:

 

BOARD DIVERSITY MATRIX

 

Male

Female

TOTAL

African American or Black

1

 

1

Alaskan Native or Native American

 

 

 

Asian

 

1

1

Hispanic or Latinx

 

 

 

Native Hawaiian or Pacific Islander

 

 

 

White

 

3

3

Two or More Races or Ethnicities

 

 

 

LGBTQ+

 

 

 

TOTAL

1

4

5

 

 

14

 

 

Diversity Statement: The Nominating and Governance Committee annually analyzes the skills of the current Board and identifies whether additional expertise or specific skills are needed. The Nominating and Governance Committee is committed to ensuring that candidates represent a diversity of viewpoints, backgrounds and experiences. Age, gender, race, ethnicity, national origin, sexual orientation and gender identity are factors considered by the Nominating and Governance Committee.

 

Diverse Nomination Policy: The Nominating and Governance Committee is committed to building a diverse pool of candidates, including gender and racial or ethnic diversity, which is an important step in building and maintaining a diverse Board.

 

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, 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 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 Funds’ financial condition and the Trust’s internal controls;

 

 

7.

Receiving reports from the Adviser’s Chief Compliance Officer and the Trust’s Anti-Money Laundering Compliance Officer; and

 

 

8.

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

 

The Board has concluded that its general oversight of the 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 April 1, 2024, 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, 2023, the dollar range of equity securities owned beneficially by each Trustee in the Funds and in any registered investment companies overseen by the Trustee within the same family of investment companies as the Funds is as follows:

 

INTERESTED TRUSTEES

NAME OF TRUSTEE

DOLLAR RANGE OF EQUITY
SECURITIES IN THE FUNDS

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

Lucia B. Santini

BTBFX—over $100,000

WSEFX—over $100,000

WIEFX—over $100,000

over $100,000

 

 

 

15

 

 

 

 

INDEPENDENT TRUSTEES

NAME OF TRUSTEE

DOLLAR RANGE OF EQUITY
SECURITIES IN THE FUNDS

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

Diane E. Armstrong

BTBFX—over $100,000

over $100,000

Louis G. Hutt, Jr.

WSEFX--$10,001-$50,000

$10,001-$50,000

Elizabeth E. McGeveran

BOSOX--$10,001-$50,000

WSBFX--$50,001-$100,000

over $100,000

Dina A. Tantra

BOSOX--$50,001-$100,000

$50,001-$100,000

 

*

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

 

The Officers of the Trust (other than the Chief Compliance Officer) receive no compensation directly from the Trust for performing the duties of their offices. PINE Advisor Solutions (“PINE”) receives fees from the Funds for providing Chief Compliance Officer services. Ms. Roessler, the Chief Compliance Officer, is an employee of PINE and receives compensation from PINE derived from fees paid by the Funds to PINE under a Services Agreement effective October 2, 2023 (“CCO Agreement”).

 

Trustees of the Trust not affiliated with the Funds’ administrator or the Adviser received from the Trust, from January 1, 2023 through December 31, 2023, the following fees: a quarterly retainer fee of $12,210 per quarter; a regular meeting fee of $4,070 per meeting; a special meeting fee of $1,000; and a $500 per meeting fee for all other committee meetings, unless such committee meeting occurs on the same day as a regular board meeting. The Chairperson of the Board received additional quarterly retainer of $2,442, the Chairperson of the Audit Committee received an additional quarterly retainer of $1,628, and the Chairperson of the Nominating and Governance Committee received an additional quarterly retainer of $814. Trustees were also reimbursed for all out-of-pocket expenses relating to attendance at such meetings. Effective February 28, 2023, the Chairperson of the Board receives an additional special meeting fee of $1,000. Officers who were affiliated with the Fund’s administrator did not receive compensation from the Trust. The Trust’s officers received no compensation directly from the Trust for performing the duties of their respective offices. Under a CCO Agreement between the Trust and PINE, PINE makes an employee available to serve as the Trust’s CCO. The CCO Agreement is described under the “Administrator and Fund Accounting Services” section.

 

For the fiscal year ended December 31, 2023 the Trustees received the following compensation from the Trust and from certain other investment companies (if applicable) that have the same investment adviser as the Funds or an investment adviser that is an affiliated person of the Adviser:

 

Name of Person/Position

 

Aggregate
Compensation
From the Fund

   

Pension or
Retirement
Benefits Accrued
as Part of Fund
Expenses

   

Estimated
Annual
Benefits Upon
Retirement

   

Total
Compensation
from Fund and
the Trust Paid
to Trustees

 

Diane E. Armstrong

  $ 80,888       None       None     $ 80,888  

Elizabeth E. McGeveran

  $ 69,376       None       None     $ 69,376  

Dina A. Tantra

  $ 69,120       None       None     $ 69,120  

Louis G. Hutt, Jr.

  $ 72,632       None       None     $ 72,632  

 

*

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

 

**

As an interested Trustee, Ms. Santini received no compensation.

 

Investment Adviser

 

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

 

 

16

 

 

the Adviser has agreed to provide investment advisory services as described in the Prospectus of the Funds. For the services provided and expenses assumed pursuant to the Investment Advisory Agreement, each Fund pays the Adviser a fee, computed daily and paid monthly, at the following annual rates:

 

Fund

Investment Advisory Fee

Boston Trust Asset Management Fund

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

Boston Trust Equity Fund

0.75% of average daily net assets

Boston Trust Midcap Fund

0.75% of average daily net assets

Boston Trust SMID Cap Fund

0.75% of average daily net assets

Boston Trust Walden Balanced Fund

0.75% of average daily net assets

Boston Trust Walden Equity Fund

0.75% of average daily net assets

Boston Trust Walden Midcap Fund

0.75% of average daily net assets

Boston Trust Walden SMID Cap Fund

0.75% of average daily net assets

Boston Trust Walden Small Cap Fund

0.75% of average daily net assets

Boston Trust Walden International Equity Fund

0.75% of average daily net assets

 

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

 

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

 

For each of the past three fiscal periods ended December 31, 2021, December 31, 2022 and December 31, 2023, the Funds paid the Adviser investment advisory fees pursuant to the terms of the Investment Advisory Agreement and the Adviser waived and/or reimbursed investment advisory fees pursuant to the terms of an expense limitation agreement in effect with respect to each of the Funds as follows:

 

 

 

 

   

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Asset Management Fund

    Advisory Fees Paid      $ 4,493,411      $ 4,262,627      $ 4,130,044  
      Waived and/or Reimbursed                    
              4,493,411       4,262,627       4,130,044  
                                 

Boston Trust Equity Fund

    Advisory Fees Paid       1,475,251       1,483,602       1,543,975  
      Waived and/or Reimbursed                    
              1,475,251       1,483,602       1,543,975  
                                 

 

 

17

 

 

 

 

 

   

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Midcap Fund

    Advisory Fees Paid      $ 1,161,414      $ 1,192,787      $ 1,446,915  
      (Waived and/or Reimbursed) or                          
      Recoupment of Previously Waived Fees       14,370       (3,138 )     42,027  
              1,175,784       1,189,649       1,488,942  
                                 

Boston Trust SMID Cap Fund

    Advisory Fees Paid       3,839,186       3,963,767       4,776,295  
      Waived and/or Reimbursed       (488,764 )     (562,932 )     (612,046 )
              3,350,422       3,400,835       4,164,249  
                                 

Boston Trust Walden Balanced Fund

    Advisory Fees Paid       1,452,015       1,381,249       1,217,430  
      (Waived and/or Reimbursed) or                          
      Recoupment of Previously Waived Fees       34,573       20,819       33,272  
              1,486,588       1,402,068       1,250,702  
                                 

Boston Trust Walden Equity Fund

    Advisory Fees Paid       2,348,153       1,926,956       1,937,337  
      Waived and/or Reimbursed       (53,589 )     (47,676 )     35,429  
              2,294,564       1,879,280       1,972,765  
                                 

Boston Trust Walden Midcap Fund

    Advisory Fees Paid       713,781       728,297       831,046  
      (Waived and/or Reimbursed) or                          
      Recoupment of Previously Waived Fees       15,213              
              728,994       728,297       831,046  
                                 

Boston Trust Walden SMID Cap Fund

    Advisory Fees Paid       631,927       808,832       1,143,663  
      (Waived and/or Reimbursed) or                          
      Recoupment of Previously Waived Fees       8,245       14,534       (7,734 )
              640,172       823,366       1,135,929  
                                 

Boston Trust Walden Small Cap Fund

    Advisory Fees Paid       5,877,068       7,034,081       8,688,568  
      Waived and/or Reimbursed       (96,885 )     (335,112 )     (333,527 )
              5,780,183       6,698,969       8,355,042  
                                 

Boston Trust Walden International Equity Fund

    Advisory Fees Paid       644,607       658,836       789,316  
      Waived and/or Reimbursed                    
              644,607       658,836       789,316  

 

 

18

 

 

As of December 31, 2023, the Adviser may recoup the following amounts that were previously waived and/or reimbursed:

 

Funds

 

Amount

   

Expires

         

Funds

 

Amount

   

Expires

 

Boston Trust Midcap Fund

  $ 3,138       12/31/2025          

Boston Trust Walden Equity Fund

  $ 53,589       12/31/2024  
                                47,676       12/31/2025  

Boston Trust SMID Cap Fund

    488,764       12/31/2024                            
      562,932       12/31/2025          

Boston Trust Walden SMID Cap Fund

    14,534       12/31/2025  
      612,046       12/31/2026                 7,734       12/31/2026  
                                           
                         

Boston Trust Walden Small Cap Fund

    96,885       12/31/2024  
                                335,112       12/31/2025  
                                333,527       12/31/2026  

 

Portfolio Manager Information

 

The table below identifies the portfolio managers of each Fund:

 

Boston Trust Asset Management Fund

Boston Trust Equity Fund

Amy Crandall Kaser, Co-Portfolio Manager

Jason T. O’Connell, Co-Portfolio Manager

Boston Trust Walden Balanced Fund

Stephen J. Amyouny, Lead Portfolio Manager

Sean A. Cameron, Co-Portfolio Manager

Tchintcia S. Barros, Co-Portfolio Manager

Boston Trust Walden Equity Fund

Tchintcia S. Barros, Lead Portfolio Manager

Stephen J. Amyouny, Co-Portfolio Manager

Mark B. Zagata, Co-Portfolio Manager

Boston Trust Midcap Fund

Boston Trust Walden Midcap Fund

Stephen J. Amyouny, Lead Portfolio Manager

Richard Q. Williams, Co-Portfolio Manager

Mark B. Zagata, Co-Portfolio Manager

Boston Trust SMID Cap Fund

Boston Trust Walden SMID Cap Fund

Richard Q. Williams, Lead Portfolio Manager

Leanne Moore, Co-Portfolio Manager

Kenneth P. Scott, Co-Portfolio Manager

Brad Hunnewell, Co-Portfolio Manager

Boston Trust Walden Small Cap Fund

Richard Q. Williams, Lead Portfolio Manager

Leanne Moore, Co-Portfolio Manager

Kenneth P. Scott, Co-Portfolio Manager

Brad Hunnewell, Co-Portfolio Manager

Boston Trust Walden International Equity Fund

Nathaniel J. Riley, Co-Portfolio Manager

David A. Sandell, Co-Portfolio Manager

Aaron J. Ziulkowski, Co-Portfolio Manager

 

 

19

 

 

The following table lists the number and types of other accounts managed by each individual and assets under management in those accounts as of December 31, 2023 (unless otherwise noted):

 

PORTFOLIO MANAGER

 

OTHER
REGISTERED
INVESTMENT
COMPANY
ACCOUNTS

   

ASSETS
MANAGED
($MILLIONS)

   

OTHER POOLED
INVESTMENT
VEHICLE
ACCOUNTS

   

ASSETS
MANAGED
($MILLIONS)

   

OTHER
ACCOUNTS

   

ASSETS
MANAGED
($MILLIONS)

 

KENNETH P. SCOTT

                    3     $ 903.5       17     $ 1,439.9  

STEPHEN J. AMYOUNY

                    2     $ 437.6       69     $ 2,961.0  

RICHARD Q. WILLIAMS

                    0     $       30     $ 882.30  

DAVID A. SANDELL

                    1     $ 222.80       143     $ 650.50  

NATHANIEL J. RILEY

                    0     $       0     $  

LEANNE MOORE

                    0     $       49     $ 345.9  

MARK B. ZAGATA

                    0     $       14     $ 545.0  

JASON T. O’CONNELL

                    0     $       136     $ 862.4  

AMY CRANDALL KASER

                    0     $       118     $ 865.2  

TCHINTCIA S. BARROS

                    1     $ 67.90       13     $ 168.90  

SEAN A. CAMERON

                    0     $       16     $ 419.50  

BRAD HUNNEWELL

                    0     $       0     $  

AARON JOHN ZIULKOWSKI

                    0     $       0     $  

 

*

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

 

The Adviser has no performance-based accounts.

 

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

 

The compensation of the portfolio managers varies with the general success of the Adviser as a firm and its affiliates. Each portfolio manager’s compensation consists of a fixed annual salary, plus additional remuneration based on the overall performance of the Adviser and its affiliates for the given time period including an annual bonus, profit sharing and stock ownership. The portfolio managers also receive benefits including health insurance and education assistance. The portfolio managers’ compensation is not linked to any specific factors, such as a Fund’s performance or asset level.

 

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

 

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

 

 

20

 

 

The dollar range of equity securities beneficially owned by the Funds’ portfolio managers in the Funds they manage as of December 31, 2023 is as follows:

 

PORTFOLIO MANAGER

 

DOLLAR RANGE OF EQUITY SECURITIES
BENEFICIALLY OWNED

KENNETH P. SCOTT

Boston Trust SMID Cap Fund

$100,001-$500,000

 

Boston Trust Walden SMID Cap Fund

$100,001-$500,000

 

Boston Trust Walden Small Cap Fund

$100,001-$500,000

     

STEPHEN J. AMYOUNY

Boston Trust Midcap Fund

$500,001-$1,000,000

 

Boston Trust Walden Balanced Fund

$500,001-$1,000,000

 

Boston Trust Walden Equity Fund

$500,001-$1,000,000

 

Boston Trust Walden Midcap Fund

$100,001-$500,000

     

RICHARD Q. WILLIAMS

Boston Trust Midcap Fund

$50,001-$100,000

 

Boston Trust SMID Cap Fund

$10,001-$50,000

 

Boston Trust Walden Midcap Fund

$10,001-$50,000

 

Boston Trust Walden SMID Cap Fund

$10,001-$50,000

 

Boston Trust Walden Small Cap Fund

$50,001-$100,000

     

LEANNE MOORE

Boston Trust Walden SMID Cap Fund

$0

 

Boston Trust SMID Cap Fund

$100,001-$500,000

 

Boston Trust Walden Small Cap Fund

$100,001-$500,000

     

NATHANIEL J. RILEY

Boston Trust Walden International Equity Fund

$50,001-$100,000

     

DAVID A. SANDELL

Boston Trust Walden International Equity Fund

$10,001-$50,000

     

MARK B. ZAGATA

Boston Trust Midcap Fund

$0

 

Boston Trust Walden Equity Fund

$10,001-$50,000

 

Boston Trust Walden Midcap Fund

$10,001-$50,000

     

JASON T. O’CONNELL

Boston Trust Asset Management Fund

$100,001-$500,000

 

Boston Trust Equity Fund

$10,001-$50,000

     

AMY CRANDALL KASER

Boston Trust Asset Management Fund

$100,001-$500,000

 

Boston Trust Equity Fund

$100,001-$500,000

     

SEAN A. CAMERON

Boston Trust Walden Balanced Fund

$0

     

TCHINTCIA S. BARROS

Boston Trust Walden Balanced Fund

$0

 

Boston Trust Walden Equity Fund

$10,001-$50,000

     

BRAD HUNNEWELL

Boston Trust Walden Small Cap Fund

$0

 

Boston Trust SMID Cap Fund

$0

 

Boston Trust Walden SMID Cap Fund

$0

     

AARON JOHN ZIULKOWSKI

Boston Trust Walden International Equity Fund

$0

 

 

21

 

 

Code of Ethics

 

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

 

Portfolio Transactions

 

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

 

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

 

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

 

Allocation of transactions, including their frequency, to various brokers and dealers is determined by the Adviser in its best judgment and in a manner deemed fair and reasonable to shareholders. The primary consideration is prompt execution of orders in an effective manner at the most favorable price. Subject to this consideration, brokers and dealers who provide supplemental investment research to the Adviser may receive orders for transactions on behalf of the Funds. The Adviser is authorized to pay a broker-dealer who provides such brokerage and research services a commission for executing the Funds’ brokerage transactions which are in excess of the amount of commission another broker would have charged for effecting that transaction if, but only if, the Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker viewed in terms of that particular transaction or in terms of all of the accounts over which it exercises investment discretion. Any such research and other statistical and factual information provided by brokers to the Funds or to the Adviser is considered to be in addition to and not in lieu of services required to be performed by the Adviser under its respective agreement regarding management of the Funds. The cost, value and specific application of such information are indeterminable and hence are not practicably allocable among the Funds and other clients of the Adviser who may indirectly benefit from the availability of such information. Similarly, the Funds may indirectly benefit from information made available as a result of transactions effected for such other clients. Under the Investment Advisory Agreement, the Adviser is permitted to pay higher brokerage commissions for brokerage and research services in accordance with Section 28(e) of the Securities Exchange Act of 1934. In the event the Adviser does follow such a practice, it will do so on a basis which is fair and equitable to the Trust and the Funds. For each of the past three fiscal periods ended December 31, 2021, December 31, 2022 and December 31, 2023, the Funds paid commissions to firms that provide brokerage and research services to the Funds as follows:

 

FUND

 

 

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Asset Management Fund

Commissions

  $ 9,034     $ 12,135     $ 14,754  
 

Aggregate Portfolio Transactions

  $ 67,566,183     $ 76,666,686     $ 84,833,750  

Boston Trust Equity Fund

Commissions

  $ 4,374     $ 5,987     $ 5,330  
 

Aggregate Portfolio Transactions

  $ 29,973,226     $ 41,276,401     $ 28,000,693  

Boston Trust Midcap Fund

Commissions

  $ 10,884     $ 18,770     $ 26,331  
 

Aggregate Portfolio Transactions

  $ 61,261,963     $ 94,135,169     $ 140,991,526  

Boston Trust SMID Cap Fund

Commissions

  $ 81,776     $ 82,954     $ 92,719  
 

Aggregate Portfolio Transactions

  $ 629,774,840     $ 377,043,556     $ 559,329,685  

Boston Trust Walden Balanced Fund

Commissions

  $ 5,705     $ 5,959     $ 3,359  
 

Aggregate Portfolio Transactions

  $ 30,807,685     $ 33,711,346     $ 29,232,191  

Boston Trust Walden Equity Fund

Commissions

  $ 12,359     $ 19,009     $ 8,013  
 

Aggregate Portfolio Transactions

  $ 68,555,590     $ 116,656,034     $ 56,467,248  

 

 

22

 

 

FUND

 

 

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Walden Midcap Fund

Commissions

  $ 7,683     $ 10,314     $ 13,352  
 

Aggregate Portfolio Transactions

  $ 42,659,630     $ 57,964,452     $ 140,991,526  

Boston Trust Walden SMID Cap Fund

Commissions

  $ 14,271     $ 17,729     $ 25,817  
 

Aggregate Portfolio Transactions

  $ 69,882,992     $ 93,444,167     $ 132,223,495  

Boston Trust Walden Small Cap Fund

Commissions

  $ 155,992     $ 176,461     $ 211,999  
 

Aggregate Portfolio Transactions

  $ 608,684,089     $ 560,983,940     $ 733,487,781  

Boston Trust Walden International Equity Fund

Commissions

  $ 34,407     $ 28,467     $ 72,958  
 

Aggregate Portfolio Transactions

  $ 34,615,955     $ 28,588,976     $ 73,983,362  

 

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

 

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

 

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

 

For each of the past three fiscal periods ended December 31, 2021, December 31, 2022 and December 31, 2023, the Funds paid brokerage commissions as follows:

 

FUND

 

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Asset Management Fund

  $ 9,034     $ 12,135     $ 14,754  

Boston Trust Equity Fund

  $ 4,374     $ 5,987     $ 8,013  

Boston Trust Midcap Fund

  $ 10,884     $ 18,770     $ 26,331  

Boston Trust SMID Cap Fund

  $ 81,776     $ 82,954     $ 92,719  

Boston Trust Walden Balanced Fund

  $ 5,705     $ 5,959     $ 3,359  

Boston Trust Walden Equity Fund

  $ 12,359     $ 19,009     $ 8,013  

Boston Trust Walden Midcap Fund

  $ 7,683     $ 10,314     $ 13,352  

Boston Trust Walden SMID Cap Fund

  $ 14,271     $ 17,729     $ 25,817  

Boston Trust Walden Small Cap Fund

  $ 155,992     $ 176,461     $ 211,999  

Boston Trust Walden International Equity Fund

  $ 34,407     $ 28,467     $ 72,958  

 

During the fiscal year ended December 31, 2023, the Funds acquired securities issued by their regular brokers or dealers, or their parent companies, as reflected in the table below. The following shows the aggregate holdings of the securities of each such issuer as of December 31, 2023. (For these purposes a regular broker or dealer includes any of the (a) ten brokers or dealers that received the greatest dollar amount of brokerage commissions by virtue of direct or indirect participation in the Trust’s

 

 

23

 

 

portfolio transactions during its most recent fiscal year, (b) ten brokers or dealers that engaged as principal in the largest dollar amount of portfolio transactions of the Trust during its most recent fiscal year, or (c) ten brokers or dealers that sold the largest dollar amount of securities of the Funds during the Trust’s most recent fiscal year.)

 

FUND

SECURITY

 

DEBT/EQUITY

   

VALUE

 

Boston Trust Asset Management

JP Morgan

    Debt     $ 1,002,486  

Boston Trust Asset Management

Wells Fargo & Co

    Debt     $ 1,972,695  

Boston Trust Asset Management

Bank of America Corp

    Deb     $ 488,418  

 

Administrator and Fund Accounting Services

 

The Trust entered into a fund administration and accounting services agreement with The Northern Trust Company, 50 LaSalle Street, Chicago, Illinois 60603 (the “Administrator”), effective October 2, 2023. The Administrator provides certain administrative and accounting services to the Funds, including, among other responsibilities: (i) preparing the following documents for filing with the SEC (as required): Form N-CEN, Form N-CSR, Form N-PORT, Form N-PX, Form N-CR, Form N-LIQUID and all amendments to the Trust’s registration statements on Form N-1A, including annual updates of the Prospectus and SAI and any supplements thereto; (ii) calculating the net asset value per share of each Fund and each share class, utilizing prices obtained from mutually agreeable sources and transmitting valuation information as required by the Trust and the Adviser; (iii) preparing the agenda, resolutions and notices for all requested Board and Committee meetings, attending meetings and preparing minutes for Board and Committee meetings; (iv) coordinating the audit of the Trust’s financial statements by the Trust’s independent accountants and providing applicable Fund information, as requested; (vi) preparing total return performance information for the Funds, including such information on an after-tax basis as required by applicable law; and (vii) arranging for the maintenance of books and records of the Funds. As compensation for the services rendered to the Funds pursuant to the agreement, the Administrator charges quarterly asset-based fees plus out-of-pocket expenses. In this capacity, the Administrator does not have any responsibility or authority for the management of the Funds, the determination of investment policy or for any matter pertaining to the distribution of Fund shares. The Administrator also acts as custodian under a separate agreement.

 

Prior to October 2, 2023, Citi Fund Services Ohio, Inc. (“Citi”) served as administrator to the Funds. For its services, Citi received a tiered fee from the Trust for its services as administrator, calculated daily and paid periodically at an annual rate of up to 0.035% on Trust aggregate net assets of the first $500 million in Trust assets, 0.015% on Trust aggregate net assets of the next $500 million, 0.0075% on Trust aggregate net assets of the next $500 million, and 0.0050% on Trust aggregate net assets in excess of $1.5 billion. In addition, Citi received $59,500 per Fund per year for Fund administration services and $7,500 per Fund per year for Regulatory Administration and book services.

 

For each of the past three fiscal periods ended December 31, 2020, December 31, 2021, and December 31, 2022, the Funds paid Administration Fees and Services Fees as follows:

 

 

 

12/31/2021

   

12/31/2022

   

12/31/2023

 

Boston Trust Asset Management Fund

  $ 208,194     $ 186,438     $ 174,807  

Boston Trust Equity Fund

  $ 62,153     $ 60,653     $ 61,943  

Boston Trust Midcap Fund

  $ 49,442     $ 48,418     $ 55,948  

Boston Trust SMID Cap Fund

  $ 154,225     $ 161,985     $ 177,053  

Boston Trust Walden Balanced Fund

  $ 62,051     $ 56,582     $ 55,903  

Boston Trust Walden Equity Fund

  $ 98,325     $ 81,119     $ 77,978  

Boston Trust Walden Midcap Fund

  $ 30,167     $ 29,623     $ 35,042  

Boston Trust Walden SMID Cap Fund

  $ 25,903     $ 32,171     $ 43,918  

Boston Trust Walden Small Cap Fund

  $ 242,548     $ 282,344     $ 332,978  

Boston Trust Walden International Equity Fund

  $ 27,205     $ 26,716     $ 48,375  

 

PINE, located at 501 S Cherry Street, Ste 610, Denver, CO 80246, provides infrastructure and support in implementing written policies and procedures comprising the Funds’ compliance program, including support services to the CCO. For the services provided under the CCO Agreement, the Funds pay PINE $145,000 annually, plus certain out of pocket expenses. PINE pays the salary and other compensation earned by the CCO as an employee of PINE.

 

 

24

 

 

Prior to October 2, 2023, Citi made an employee available to serve as the Trust’s CCO. Citi paid the salary and other compensation earned by the former CCO as an employee of Citi.

 

Distributor

 

Foreside serves as the principal underwriter for each of the Funds in the distribution of its shares pursuant to a novated Distribution Agreement dated September 30, 2021, as may be amended (the “Distribution Agreement”). Unless otherwise terminated, the Distribution Agreement will continue in effect for successive annual periods if, as to each Fund, such continuance is approved at least annually by (i) by the Board or by the vote of a majority of the outstanding shares of that Fund, and (ii) by the vote of a majority of the Trustees who are not parties to the Distribution Agreement or interested persons (as defined in the 1940 Act) of any party to the Distribution Agreement, cast in person at a meeting called for the purpose of voting on such approval. The Distribution Agreement may be terminated in the event of any assignment, as defined in the 1940 Act.

 

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

 

Custodian

 

Northern Trust serves as the custodian for the Funds pursuant to a Custody Agreement. The custodian is responsible for safeguarding and controlling each Fund’s cash and securities, handling the receipt and delivery of securities, and collecting interest and dividends on appropriate Fund investments. Northern Trust is compensated for its services.

 

Transfer Agency Services

 

FIS Investor Services LLC serves as transfer agent and dividend disbursing agent (the “Transfer Agent”) for the Funds pursuant to the Transfer Agency Agreement dated as of December 8, 2021. Pursuant to such Transfer Agency Agreement, the Transfer Agent, among other things, performs the following services in connection with each Fund’s shareholders of record; maintenance of shareholder records for each of the Fund’s shareholders of record; processing shareholder purchase and redemption orders; processing transfers and exchanges of shares of the Funds on the shareholder files and records; processing dividend payments and reinvestments; and assistance in the mailing of shareholder reports and proxy solicitation materials. For such services, the Transfer Agent receives an annual fee from each Fund.

 

Shareholder Services Agreements

 

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

 

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

 

 

25

 

 

Payment of Additional Cash Compensation

 

On occasion, the Adviser may make payments out of its resources and legitimate profits, which may include profits the Adviser derives from investment advisory fees paid by the Funds, to financial intermediaries as incentives to market the Funds, to cooperate with the Adviser’s promotional efforts, or in recognition of the provision of administrative services and marketing and/or processing support. These payments are often referred to as “additional cash compensation” and are in addition to the payments to financial intermediaries as discussed in above. The payments are made pursuant to agreements between financial intermediaries and the Adviser and do not affect the price investors pay to purchase shares of a Fund, the amount a Fund will receive as proceeds from such sales and other the expenses paid by a Fund.

 

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

 

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

 

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

 

Independent Registered Public Accounting Firm

 

The independent registered public accounting firm of Cohen & Company, Ltd. has been selected as the independent accountants for the Funds for their current fiscal year. The independent registered public accounting firm performs an annual audit of the Funds’ financial statements and provides other related services. Reports of their activities are provided to the Board.

 

Legal Counsel

 

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

 

ADDITIONAL INFORMATION

 

Description of Shares

 

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

 

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

 

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

 

 

26

 

 

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

 

Control of Persons & Principal Holders of Securities

 

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares of a Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a Fund or acknowledges the existence of such control. As a controlling shareholder, each of these persons could control the outcome of any proposal submitted to the shareholders for approval, including changes to the Fund’s fundamental policies or the terms of the management agreement with the Adviser. Ms. Santini is Managing Director of Boston Trust Walden Company, which has discretionary voting and investment authority over Fund shares held in client discretionary accounts. Ms. Santini also owns over 10% of the outstanding shares of Boston Trust Walden Corporation, the parent company of Boston Trust Walden Company. As a result, Ms. Santini and/or the Boston Trust Walden Company may be deemed to have control over certain Funds.

 

The following tables set forth information concerning such persons that, to the knowledge of the Funds, owned, of record or beneficially, at least five percent of a Fund’s shares as April 1, 2024:

 

Fund/Class

No. of Shares

Percent of The Class
Total Assets Held By
The Shareholder

100 - BOSTON TRUST WALDEN SMALL CAP FUND

   
     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

19,442,562.809

25.92%

JERSEY CITY, NJ 07310

   
     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

16,370,775.11

21.82%

     

GOLDMAN SACHS & CO. LLC

   

200 WEST STREET

   

NEW YORK, NY 10282

7,262,213.173

9.68%

     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

5,883,837.277

7.84%

     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

4,510,633.899

6.01%

     

BLUE CROSS & BLUE SHIELD MA HMO BLUE

   

101 HUNTINGTON AVENUE SUITE 1300

   

BOSTON, MA 021997611

3,902,211.51

5.20%

     

 

 

27

 

 

Fund/Class

No. of Shares

Percent of The Class
Total Assets Held By
The Shareholder

101 - BOSTON TRUST MIDCAP FUND

   
     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

2,491,659.681

25.38%

     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,636,495.207

16.67%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

1,569,201.316

15.98%

JERSEY CITY, NJ 07310

   
     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,466,206.584

14.93%

     

SEI PRIVATE TRUST COMPANY C/O SECURIAN TRUST COMPANY

   

1 FREEDOM VALLEY DRIVE

   

OAKS, PA 19456

798,731.754

8.13%

     

PERSHING LLC

   

ONE PERSHING PLAZA

   

PRODUCT SUPPORT, 14TH FLOOR

717,991.805

7.31%

JERSEY CITY, NJ 07399

   
     

102 - BOSTON TRUST ASSET MANAGEMENT FUND

   
     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

4,657,300.134

49.06%

     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

3,509,781.281

36.97%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

656,772.966

6.92%

JERSEY CITY, NJ 07310

   
     

103 - BOSTON TRUST EQUITY FUND

   
     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

3,222,944.751

57.12%

     

 

 

28

 

 

Fund/Class

No. of Shares

Percent of The Class
Total Assets Held By
The Shareholder

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,890,685.341

33.51%

     

104 - BOSTON TRUST SMID CAP FUND

   
     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

10,721,984.612

34.87%

JERSEY CITY, NJ 07310

   
     

MERRILL LYNCH, PIERCE, FENNER & SMITH

   

ATTN: COMPENSATION TEAM

   

4800 DEER LAKE DR E FL 2

5,934,628.766

19.30%

JACKSONVILLE, FL 32246

   
     

TIAA FSB CUST TTEE FBO

   

RETIREMENT PLANS FOR WHICH

   

TIAA ACTS AS RECORDKEEPER

4,377,994.982

14.24%

8500 ANDREW CARNEGIE BLVD

   

ATTN TRUST OPERATIONS

   

CHARLOTTE, NC 28262

   
     

PRINCIPAL BANK FBO FAIRFAX COUNTY PUBLIC SCHOOLS 457

   

CO FASCORE LLC

   

8515 E ORCHARD RD 2T2

2,473,620.314

8.04%

GREENWOOD VILLAGE, CO 80111

   
     

VRSCO

   

2727-A ALLEN PARKWAY 4-D1

   

HOUSTON, TX 77019

1,914,095.404

6.22%

     

200 - BOSTON TRUST WALDEN EQUITY FUND

   
     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

2,269,256.866

29.69%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

2,170,186.977

28.39%

JERSEY CITY, NJ 07310

   
     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

1,190,644.72

15.58%

     

 

 

29

 

 

Fund/Class

No. of Shares

Percent of The Class
Total Assets Held By
The Shareholder

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

787,403.813

10.30%

     

202 - BOSTON TRUST WALDEN BALANCED FUND

   
     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

2,946,785.204

39.84%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

1,286,791.585

17.40%

JERSEY CITY, NJ 07310

   
     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,251,675.982

16.92%

     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

977,948.943

13.22%

     

203 - BOSTON TRUST WALDEN MID CAP FUND

   
     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

1,405,602.953

23.94%

     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,291,268.681

21.99%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

1,033,319.238

17.60%

JERSEY CITY, NJ 07310

   
     

WASHINGTON & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

481,042.853

8.19%

     

KEYBANK NA

   

P O BOX 94871

   

CLEVELAND, OH 44101-4871

464,985.306

7.92%

     

 

 

30

 

 

Fund/Class

No. of Shares

Percent of The Class
Total Assets Held By
The Shareholder

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

361,182.672

6.15%

     

204 - BOSTON TRUST WALDEN SMID CAP FUND

   
     

CHARLES SCHWAB & CO., INC.

   

211 MAIN STREET

   

SAN FRANCISCO, CA 94105

4,133,431.311

31.28%

     

NATIONAL FINANCIAL SERVICES LLC

   

NEWPORT OFFICE CENTER III 5TH FLOOR

   

499 WASHINGTON BOULEVARD

2,666,115.522

2.14%

JERSEY CITY, NJ 07310

   
     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

1,614,748.104

15.83%

     

205 - BOSTON TRUST WALDEN INTERNATIONAL EQUITY FUND

   
     

CAPINCO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

4,184,053.707

41.55%

     

BAND & CO C/O US BANK NA

   

PO BOX 1787

   

MILWAUKEE, WI 53201

2,304,728.305

22.89%

     

LPL FINANCIAL CORPORATION

   

75 STATE STREET, 24th FLOOR

   

BOSTON, MA 02109

1,736,181.303

17.24%

     

SEI PRIVATE TRUST COMPANY

   

CO SECURIAN TRUST COMPANY

   

ONE FREEDOM VALLEY DRIVE

579,877.954

5.76%

OAKS, PA 19456

   

 

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

 

Vote of a Majority of the Outstanding Shares

 

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

 

 

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Additional Tax Information

 

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

 

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

 

A non-deductible 4% excise tax is imposed on regulated investment companies that do not distribute in each calendar year (regardless of whether they otherwise have a noncalendar taxable year) an amount equal to 98% of their ordinary income for the calendar year plus 98.2% of their capital gain net income for the one-year period ending on October 31 of such calendar year.

 

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

 

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

 

The excess of net long-term capital gains over short-term capital losses realized and distributed by the Funds and designated as capital gain dividends, whether paid in cash or reinvested in Fund shares, will be taxable to shareholders. Under current law, capital gain dividends recognized by a non-corporate shareholder generally will be taxed at a maximum federal income tax rate of 20%. Capital gains of corporate shareholders are taxed at the same rate as ordinary income. Each Fund will be able to separately designate distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions resulting from a Fund’s investments in bonds and other debt instruments will not generally qualify for the lower rates. Note that distributions of earnings from certain dividends paid by “qualified foreign corporations” can also qualify for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations whose stock is readily tradable on an established securities market in the U.S., and corporations eligible for the benefits of a comprehensive income tax treaty with the United States which satisfy certain other requirements. Passive foreign investment company are not treated as “qualified foreign corporations.” Foreign tax credits associated with dividends from “qualified foreign corporations” will be limited to reflect the reduced U.S. tax on those dividends.

 

Foreign taxes may be imposed on a Fund by foreign countries with respect to its income from foreign securities, if any. Because the Funds are not expected to qualify for pass-through treatment, any such taxes will be taken as a deduction by those Funds.

 

The Funds may be required by federal law to withhold and remit to the U.S. Treasury 24% of taxable dividends, if any, and capital gain distributions to any shareholder, and the proceeds of redemption or the values of any exchanges of shares of the Funds by the shareholder, if such shareholder (1) fails to furnish the Trust with a correct taxpayer identification number, (2) under-reports dividend or interest income, or (3) fails to certify to the Trust that he or she is not subject to such withholding. An individual’s taxpayer identification number is his or her social security number.

 

 

32

 

 

An additional 3.8% Medicare tax generally will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received from the Funds and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that any such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceeds certain threshold amounts.

 

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

 

FATCA. Payments to a shareholder that is either a foreign financial institution (“FFI”) or a non-financial entity (“NFFE”) within the meaning of the Foreign Account Tax Compliance Ace (“FATCA”) may be subject to a generally nonrefundable 30% withholding tax on: (a) income dividends paid by a Fund and (b) certain capital gain distributions and the proceeds arising from the sale of Fund shares. FATCA withholding tax generally can be avoided: (a) by and FFI, subject to any applicable intergovernmental agreement or other exemption, if it enters into a valid agreement with the IRS to, among other requirements, report required information about certain direct and indirect ownership of foreign financial accounts held by U.S. persons with the FFI and (b) by and NFFE, if it: (i) certifies that it has no substantial U.S. persons as owners or (ii) if it does have such owners, report information relating to them. A Fund may disclose the information that it received from its shareholders to the IRS, non-U.S. taxing authorities or other parties as necessary to comply with FATCA. Withholding also may be required if a foreign entity that is a shareholder of a Fund fails to provide the Fund with appropriate certifications or other documents concerning its status under FATCA.

 

CAPITAL LOSS CARRYFORWARDS. Net capital loss carry forwards (“CLCFs”) subject to expiration are applied as short-term capital loss regardless of whether the originating capital loss was short-term or long-term. CLCFs that are not subject to expiration must be utilized before those that are subject to expiration. The Board does not intend to authorize a distribution of any realized gain for the Fund until any applicable CLCF has been offset or expires.

 

As of the end of its tax year ended December 31, 2023, the following Funds have net capital loss carryforwards (“CLCFs”):

 

Boston Trust SMID Cap Fund

  $ 774,957  

Boston Trust Walden Small Cap Fund

  $ 8,313,930  

Boston Trust Walden International Equity Fund

  $ 2,188,493  

 

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

 

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

 

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

 

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

 

 

33

 

 

interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Funds may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions.

 

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

 

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

 

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

 

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

 

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

 

Proxy Voting

 

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

 

 

34

 

 

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

 

Disclosure of Fund Portfolio Holdings

 

The Board has adopted policies and procedures for the public and nonpublic disclosure of the Funds’ portfolio securities. A complete list of the Funds’ portfolio holdings is made publicly available on a quarterly basis through filings made with the SEC on Forms N-CSR and N-PORT. The Adviser may make Fund holdings available more frequently than quarterly on the Funds’ website at https://www.bostontrustwalden.com/investment-services/mutual-funds/. As a general matter, in order to protect the confidentiality of the Funds’ portfolio holdings, no information concerning the portfolio holdings of the Funds may be disclosed to any unaffiliated third party except: (1) to service providers that require such information in the course of performing their duties (such as the Funds’ custodian, fund accountants, investment adviser, administrator, independent public accountants, attorneys, officers and trustees and each of their respective affiliates and advisers) and are subject to a duty of confidentiality; (2) in marketing materials; or (3) pursuant to certain enumerated exceptions that serve a legitimate business purpose. These exceptions include: (1) disclosure of portfolio holdings only after such information has been publicly disclosed, (2) in response to requests for proposals (RFPs) from consultants or potential clients that request holdings information as of a certain date and for certain periods that may be more frequent than the parameters set out above, provided such requests are on a one-time basis and do not result in continued receipt of data, and such information is provided subject to the confidentiality conditions discussed below and the data is used for legitimate business purposes; and (3) to third-party vendors, such as Morningstar Investment Services, Inc. and Lipper Analytical Services that (a) agree to not distribute the portfolio holdings or results of the analysis to third parties, other departments or persons who are likely to use the information for purposes of purchasing or selling the Funds before the portfolio holdings or results of the analysis become publicly available; and (b) sign a written confidentiality agreement, or where the Board has determined that the policies of the recipient are adequate to protect the information that is disclosed. The confidentiality agreement must provide, among other things, that the recipient of the portfolio holdings information agrees to limit access to the portfolio information to its employees (and agents) who, on a need to know basis, are (1) authorized to have access to the portfolio holdings information and (2) subject to confidentiality obligations, including duties not to trade on non-public information, no less restrictive than the confidentiality obligations contained in the confidentiality agreement. Such disclosures must be authorized by the President or Chief Compliance Officer of the Adviser and shall be reported periodically to the Board.

 

The Adviser may disclose any views, opinions, judgement, advice or commentary, or any analytical, statistical, performance, or other information, in connection with or relating to a Fund or its portfolio holdings and/or other investment positions (collectively, commentary and analysis) or any changes in the portfolio holdings of a Fund that occurred after the most recent release of portfolio information to any person if (1) such disclosure serves a legitimate business purpose, (2) such disclosure doses not effectively result in the disclosure of the complete portfolio holdings of any Fund and (3) such information does not constitute material non-public information. Such disclosure must be authorized by the President or Chief Compliance Officer of the Adviser and shall be reported periodically to the Board. Neither the Funds nor the Adviser may enter into any arrangement providing for the disclosure of non-public portfolio holding information for the receipt of compensation or benefit of any kind. Any exceptions to the policies and procedures may only be made by the consent of a majority of the Board upon a determination that such disclosure serves a legitimate business purpose and is in the best interests of the Funds. Any amendments to these policies and procedures must be approved and adopted by the Board. The Board may, on a case-by-case basis, impose additional restrictions on the dissemination of portfolio holdings information beyond those found in the policies and procedures, as necessary.

 

MISCELLANEOUS

 

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

 

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

 

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

 

 

35

 

 

FINANCIAL STATEMENTS

 

The financial statements of each Fund appearing in the Funds’ Annual Report to Shareholders for the fiscal period ended December 31, 2023 have been audited by Cohen & Company, Ltd., the Funds’ independent registered public accounting firm, and are incorporated herein by reference.

 

 

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