Boston Trust Walden Funds
One Beacon Street
Boston, MA 02108

March 9, 2020

Dear Shareholder:

The enclosed Proxy Statement contains information about a proposal (the "Proposal") that shareholders of the Walden Small Cap Fund are being asked to approve. The Proposal is for the reorganization (the "Reorganization") of the Walden Small Cap Fund, a series of the Boston Trust Walden Funds (the "Trust"), into the Boston Trust Walden Small Cap Fund, also a series of the Trust. The Walden Small Cap Fund's shareholders are being asked to approve the Proposal at a shareholder meeting on March 26, 2020 at 10:00 a.m. Eastern Time. Please take the time to carefully read the Proxy Statement and cast your vote.

The Walden Small Cap Fund and Boston Trust Walden Small Cap Fund share identical investment goals, principal investment strategies, risks, and ESG screens. They also share the same investment adviser. The Boston Trust &Walden Small Cap Fund will maintain these same investment goals, principal investment strategies, risks, and ESG screens, as well as the same investment adviser, after the Reorganization. The Reorganization can be expected to improve the Boston Trust Walden Small Cap Fund's prospects for attracting assets, and a larger net asset size could lead to operating efficiencies and a reduced expense ratio. More assets increase the likelihood of greater stability and long-term viability in the Fund as well. Further benefits of the Reorganization are discussed in detail in the following Proxy Statement.

We ask that you vote in favor of the Proposal to approve the Reorganization of the Walden Small Cap Fund into the Boston Trust Walden Small Cap Fund.

Your vote is important no matter how many shares you own. Voting your shares early will avoid costly follow-up mail and telephone solicitation. After reviewing the attached materials, please complete, sign and date your proxy card and mail it promptly in the enclosed postage paid envelope. You may also vote online at www.proxyvote.com, by telephone toll-free at (800) 690-6903, or in-person.

If you have any questions, please call us toll-free at (800) 282-8782 (ext. 7050) and ask to speak with a member of the fund services group. We will be glad to talk with you.

Sincerely,

/s/ Lucia B. Santini
Lucia B. Santini
President

Important Information to Help You Understand and Vote on the Proposal

While we encourage you to read the full text of the enclosed Proxy Statement, here is a brief overview of the Proposal. The Proposal is to approve the reorganization (the "Reorganization") of the Walden Small Cap Fund into the Boston Trust Walden Small Cap Fund.

QUESTIONS AND ANSWERS

Q.  Why is the Reorganization being proposed?

A.  The Board of Trustees (the "Board") of Boston Trust Walden Funds (the "Trust") has determined that the Reorganization is in the best interest of the Walden Small Cap Fund shareholders. The Walden Small Cap Fund and Boston Trust Walden Small Cap Fund share identical investment goals, principal investment strategies, risks, and ESG screens. They also share the same investment adviser. The Reorganization is expected to result in a larger fund with a greater capacity for attracting assets. The larger asset size is anticipated to result in operating efficiencies and reduced costs. Ongoing regulatory, audit, operational and legal costs, for example, are anticipated to be lower after the Reorganization.

Q.  Has the Board approved the Reorganization?

A.  Yes, the Board has approved the Reorganization after determining that the Reorganization is in the best interests of the shareholders of the Walden Small Cap Fund.

Q.  What will happen to my existing shares?

A.  Your shares of the Walden Small Cap Fund will be exchanged for shares of the Boston Trust Walden Small Cap Fund. You will not pay any sales charges in connection with the Reorganization. The new shares you receive will be equal in value to your Walden Small Cap Fund shares immediately prior to the Reorganization, so that the value of your investment will remain exactly the same.

Q.  Will the Reorganization result in any federal tax liability to me?

A.  No. The Reorganization is expected to qualify for federal income tax purposes as a tax-free reorganization. If the Reorganization qualifies as anticipated, shareholders of the Walden Small Cap Fund will not recognize a gain or loss in the transaction.

Q.  Will my expenses remain the same?

A.  Yes. The Boston Trust Walden Small Cap Fund and the Walden Small Cap Fund pay identical investment advisory fees. Also, an arrangement currently is in place with the Funds' adviser to limit the net expenses of each Fund to 1.00%. However, the larger size of the Boston Trust Walden Small Cap Fund after the Reorganization may help it to attract assets, which in turn is expected to further reduce operating expenses, possibly below the applicable expense limitation.

Q.  How will the Reorganization affect me as a shareholder?

A.  If the proposed Reorganization is completed, Walden Small Cap Fund shareholders will become shareholders of the Boston Trust Walden Small Cap Fund. Upon closing of the Reorganization, the Boston Trust Walden Small Cap Fund will acquire substantially all of the assets and the liabilities of the Walden Small Cap Fund, and shareholders of the Walden Small Cap Fund will receive shares of the Boston Trust Walden Small Cap Fund with an aggregate net asset value equal to the aggregate net asset value of the Walden Small Cap Fund shares that the shareholders own immediately prior to the Reorganization.

No physical share certificates will be issued to shareholders.

Q.  Are the Funds' investment goals different?

A.  No. Each Fund's investment goal is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies.

Q:  Are the Funds' principal investment strategies different?

A:  No. The Funds' principal investment strategies are identical.

Q.  When will the Reorganization occur?

A.  The Reorganization is expected to take effect on or about April 3, 2020, or as soon as possible thereafter.

Q.  Who will pay for the Reorganization?

A.  The costs of the Reorganization will be borne by Boston Trust Walden Inc., the investment adviser for the Boston Trust Walden Small Cap Fund and the Walden Small Cap Fund, regardless of whether the Reorganization is consummated. The costs of the Reorganization are expected to be approximately $40,000-$50,000.

Q.  Can I redeem my shares of the Walden Small Cap Fund before the Reorganization takes place?

A.  Yes. You may redeem your shares, at any time before the Reorganization takes place, as set forth in the Walden Small Cap Fund's prospectus. If you choose to do so, your request will be treated as a normal exchange or redemption of shares. Shares that are held as of April 3, 2020 (or such other closing date as agreed to by the parties) will be exchanged for shares of the Boston Trust Walden Small Cap Fund.

Q.  Will shareholders have to pay any sales load, commission or other similar fee in connection with the Reorganization?

A.  No. Neither the Boston Trust Walden Small Cap Fund nor the Walden Small Cap Fund have any sales loads, commissions or similar fees, and shareholders will not pay any sales load, commission or other similar fee in connection with the Reorganization.

Q.  Are there differences in front-end sales loads or contingent deferred sales charges?

A.  No. Neither the Walden Small Cap Fund nor the Boston Trust Walden Small Cap Fund have front-end sales loads or contingent deferred sales charges.

Q:  How does the Board suggest that I vote?

A:  The Board recommends that you vote "FOR" the Proposal. Please see the Proxy Statement for a discussion of the Board's considerations in making its recommendations.

Q:  Will my vote make a difference?

A:  Yes. Your vote is needed to ensure that the Proposal can be acted upon, and we encourage all shareholders to participate in the governance of the Fund. Your immediate response will help prevent the need for any further solicitations for a shareholder vote. We encourage all shareholders to participate, including small investors. If enough shareholders do not vote, the Fund may not receive enough votes to go forward with the shareholder meeting. If this happens, we may need to solicit votes again.

Q.  How do I vote my shares?

A.  You can vote your shares through any of the following options:

1.  Vote by Telephone. You may cast your vote through the automated voice response system by calling (800) 690-6903 and following the pre-recorded information.

2.  Vote Through the Internet. You may cast your vote using the Internet by logging onto the Internet address, www.proxyvote.com, located on the enclosed proxy card and following the instructions on the website.

3.  Vote by Mail. You may cast your vote by mail by signing, dating, and mailing the enclosed proxy card in the postage-prepaid return envelope provided.

4.  Vote in Person. You may cast your vote in person by attending the meeting on March 26, 2020 at 10:00 a.m., Eastern Time, at One Beacon Street, 33rd Floor, Boston, MA 02108.

Q.  Whom should I call with questions about this proxy?

A.  If you have any questions about the Reorganization, Agreement and Plan of Reorganization, Proxy Statement, or the proxy card, please do not hesitate to contact the Trust at (800) 282-8782 (ext. 7050) and ask to speak with a member of the fund services group.

Important additional information about the Reorganization is set forth in
the accompanying Proxy Statement. Please read it carefully.

Boston Trust Walden Funds
One Beacon Street
Boston, MA 02108

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JULY 18, 2016MARCH 26, 2020

The Board of Trustees of The Boston Trust & Walden Funds, an open-end investment management company organized as ana Massachusetts business trust (the "Trust" and each series thereof, a "Fund"), has called a special meeting of the shareholders of the TrustWalden Small Cap Fund (the "Meeting"), a series of the Trust, to be held at the offices of Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219,Boston Trust Walden Funds, One Beacon Street, Boston, MA 02108, on July 18, 2016March 26, 2020 at 10:3000 a.m., Eastern Time, for the following purposes:

1.  To approve an amendment to each Fund's fundamental policy regarding loans. (ShareholdersAgreement and Plan of eachReorganization (the "Plan") providing for the transfer of substantially all of the assets of the Walden Small Cap Fund voting separately, must approve this proposal with respect to their Fund.)

2.  To approve an amendment to each Fund's fundamental policy regarding borrowing. (Shareholders of each Fund, voting separately, must approve this proposal with respect to their Fund.)

3.  To elect Elizabeth McGeveran to the Board of TrusteesBoston Trust Walden Small Cap Fund, also a series of the Trust.

4.2.  To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

Only shareholders of record at the close of business on June 1, 2016February 10, 2020 are entitled to notice of, and to vote at, the Meeting and any adjournments or postponements thereof. The Notice of Meeting, Proxy Statement and accompanying form of proxy will first be mailed to shareholders on or about June 15, 2016.March 9, 2020.

By Order of the Board of Trustees

/s/ Lucia B. Santini
Lucia B. Santini, President

YOUR VOTE IS IMPORTANT

Shareholders of the Walden Small Cap Fund are not required to attend the Meeting in person. To assure your representation at the Meeting, please complete, date and sign the enclosed proxy card and return it promptly in the accompanying envelope. You also may vote by telephone or via the Internet by following the instructions on the enclosed proxy card. Whether or not you plan to attend the Meeting in person, please vote your shares; if you attend the Meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please call 1-800-282-8782, x 7050.(800) 282-8782 (ext. 7050) and ask to speak to a member of the fund services group.

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The Boston Trust & Walden Funds
3435 Stelzer RoadOne Beacon Street
Columbus, Ohio 43219Boston, MA 02108

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD JULY 18, 2016MARCH 26, 2020

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board" or the "Trustees" or the "Board of Trustees") of The Boston Trust & Walden Funds (the "Trust") for use at the Special Meeting of Shareholders of the TrustWalden Small Cap Fund (the "Meeting"), a series of the Trust, to be held at the offices of Citi Fund Services Ohio, Inc., 3435 Stelzer Road, Columbus, Ohio 43219,Boston Trust Walden Funds, One Beacon Street, Boston, MA 02108 on July 18, 2016March 26, 2020 at 10:3000 a.m., Eastern Time, and at any and all adjournments thereof. The Trust is soliciting proxies on behalf of the Boston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund and Boston Trust Small Cap Fund (the "Boston Trust Funds") and the Walden Asset Management Fund, Walden Equity Fund, Walden Midcap Fund, Walden SMID Cap Innovations Fund, Walden Small Cap Innovations Fund and Walden International Equity Fund (the "Walden Funds" and collectively with the Boston Trust Funds, the "Funds"), each a series of the Trust.

The Board called the Meeting for the following purposes:

1.  To approve an amendment to each Fund's fundamental policy regarding loans. (ShareholdersAgreement and Plan of eachReorganization (the "Plan") providing for the transfer of substantially all of the assets of the Walden Small Cap Fund voting separately, must approve this proposal with respect to their Fund.)

2.  To approve an amendment to each Fund's fundamental policy regarding borrowing. (Shareholders of each Fund, voting separately, must approve this proposal with respect to their Fund.)

3.  To elect Elizabeth McGeveran to the Board of TrusteesBoston Trust Walden Small Cap Fund, also a series of the Trust.

4.2.  To transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

The Notice of Meeting,Proxy Statement contains information you should know before voting on the proposed Reorganization. Please read the Proxy Statement and accompanying formkeep it for future reference. Certain additional relevant documents listed below, which have been filed with the U.S. Securities and Exchange Commission (the "SEC"), are incorporated in whole or in part by reference (meaning that those documents are considered legally to be part of proxy will be mailedthe Proxy Statement):

•  the Prospectus for the Funds, dated February 4, 2020 (File No. 811-06526 and 033-44964);

•  the Statement of Additional Information for the Funds, dated February 4, 2020 (File No. 811-06526 and 033-44964);

•  the Annual Report to shareholders on or about June 15, 2016.

Onlyof the Walden Small Cap Fund and the Boston Trust Walden Small Cap Fund for the fiscal year ended December 31, 2019 (File No. 811-06526), which has previously been sent to shareholders of recordthe Walden Small Cap Fund; and

For a free copy of the Funds' Annual Report, please contact the Trust toll-free at the close of business on June 1, 2016 (the "Record Date") are entitled to notice of, and to vote(800) 282-8782, ext. 7050, at the Meeting and any adjournmentswww.bostontrustwalden.com, or postponements thereof. The Funds are managed byin writing at Boston Trust Investment Management, Inc. (the "Adviser"),Walden Funds, One Beacon Street, 33rd Floor, Boston, MA 02108.02108, or visit www.bostontrustwalden.com/investment-services/mutual-funds.

The Proxy Statement will be mailed on or about March 9, 2020 to shareholders of record of the Walden Small Cap Fund as of February 10, 2020 (the "Record Date").

Important Notice Regarding Internet Availability of Proxy Materials

This Proxy Statement is available at www.btim.com.https:/www.bostontrustwalden.com/ investment-services/mutual-fund/. The Trust's Proxy Statement and annual and semi-annual reportsAnnual Reports are available at no charge
by calling 1-800-282-8782 x7050.ext.7050.

PROPOSALS 1-2TABLE OF CONTENTS

SUMMARY

APPROVE AMENDMENTS TOThe following is a summary of information contained elsewhere in this Proxy Statement and is qualified in its entirety by references to the more complete information contained herein. Shareholders should read the entire Proxy Statement carefully.

The Trust, organized under the laws of the Commonwealth of Massachusetts, is an open-end management investment company registered with the SEC. The Trust consists of multiple series, including the Boston Trust Walden Small Cap Fund (the "Survivor Fund") and the Walden Small Cap Fund (the "Target Fund"). The investment goal of both the Survivor Fund and the Target Fund (collectively, the "Funds") is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies. Boston Trust Walden Inc. (the "Adviser") is the investment adviser for the Funds and will continue to serve as the investment adviser for the Survivor Fund. Kenneth Scott is the lead portfolio manager, and Leanne Moore and Richard Williams are co-portfolio managers, for the Funds. They will serve as lead portfolio and co-portfolio managers, respectively, of the Survivor Fund following the Reorganization.

The Reorganization

The Reorganization. The Board, including the Trustees who are not "interested persons" of the Trust as that term is defined in the Investment Company Act of 1940 (the "Independent Trustees"), on behalf of each Fund, approved the Agreement and Plan of Reorganization (the "Plan"). The Plan provides that, if the Reorganization is completed, the Survivor Fund will acquire substantially all of the assets and the liabilities of the Target Fund, and shareholders of the Target Fund will receive shares of the Survivor Fund with an aggregate net asset value equal to the aggregate net asset value of the Target Fund shares that the shareholders own immediately prior to the Reorganization. The Target Fund will then terminate as a separate series of the Trust.

Background and Reasons for the Reorganization. The Adviser proposed the Reorganization because the Target Fund and the Survivor Fund have identical investment goals, investment strategies, portfolio management team, and management fees. Rather than operate two smaller Funds, the Adviser believes it is in the best interest of shareholders to combine the Funds because the larger Survivor Fund has better prospects for attracting assets and achieving economies of scale.

In approving the Plan, the Board, including the Independent Trustees, engaged in a thorough review process relating to the Reorganization. The Board approved the Reorganization at a meeting held on December 6, 2019. The factors considered by the Board regarding the Reorganization included, but were not limited to, the following:

•  The Reorganization is expected to improve the Survivor Fund's prospects for attracting assets. The larger net asset size is anticipated to lead to operating efficiencies and reduced costs. Ongoing regulatory, audit, operational and legal costs, for example, will likely be reduced;

•  With additional assets, the Survivor Fund will have an increased likelihood of greater stability and long-term viability;

•  The Reorganization is not expected to result in any tax consequence to Target Fund shareholders;

•  Shareholders of the Target Fund will remain invested in an open-end fund with an identical investment strategy;

•  The Funds and their shareholders will not bear any of the costs of the Reorganization; and

•  Target Fund shareholders will receive Survivor Fund shares with the same aggregate net asset value as their Target Fund shares.

The Board, on behalfincluding all of the Trust, has approvedIndependent Trustees, concluded, based upon these factors and determinations summarized above, that completion of the filingReorganization is in the best interests of each Fund and that the interests of the Target Fund and Survivor Fund shareholders will not be diluted as a result of the Reorganization.

Investment Goals and Principal Investment Strategies

The Funds have identical investment goals and investment strategies. See "Comparison of the Target Fund and the Survivor Fund — Comparison of Investment Goals and Principal Investment Strategies" below.

Investment Goals

Each Fund's investment goal is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies.

Investment Strategies

Each Fund invests, under normal circumstances, at least 80% of its assets in a diversified portfolio of domestic equity securities of small cap companies. Equity securities include common stock and any rights to purchase common stock. "Assets" means net assets, plus the amount of borrowing for investment purposes. The Adviser defines small cap issuers as those with market capitalizations within the range encompassed by the Russell 2000^® Index at the time of purchase. The size of companies in the Russell 2000^® Index may change with market conditions. In addition, changes to the composition of the Russell 2000^® Index can change the market capitalization range of the companies included in the index. As of December 31, 2019, the market capitalization range of the Russell 2000^® Index was between $16 million and $27.2 billion.

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Funds. The Adviser considers financial materiality as it is understood in generally accepted accounting principles — information that would impact the judgment of an applicationinformed investor. The Adviser's ESG analysis considers the range of impacts that ESG factors may have on future revenues, expenses, assets, liabilities and overall risk. Both Funds are subject to the same screening criteria in which the Adviser excludes companies with significant exposure in specific products or services, considering their revenue dependence (share of total revenue derived from undesirable products/services), market share (if a company is a market leader in an undesirable product despite relatively small share of total company revenue), and

severity (how proximate is the product or service to the undesirable product — e.g., minor electronic input to a weapon system). "Significant exposure" is not expressed as a numerical percentage or dollar value, but rather is a subjective determination made after considering a company's revenue dependence, market share and leadership, and the specific nature of the product or services and its importance and proximity to the excluded areas. In addition, the Adviser utilizes active ownership to encourage more sustainable business policies and practices and greater ESG transparency. The Adviser encourages portfolio companies to improve their ESG performance and transparency through shareholder engagement. Engagement strategies include proxy voting, dialogue with company management, sponsorship of shareholder resolutions, and public policy advocacy.

The Target Fund and the Survivor Fund invest in the same companies. As a result, the Adviser does not anticipate selling any investments in connection with the Reorganization. For information on risks, see "Comparison of the Target Fund and Survivor Fund — Risks of the Funds," below. The fundamental investment policies applicable to each Fund are identical.

Federal Tax Consequences

It is expected that the Reorganization itself will be a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Application""Code"). Accordingly, no gain or loss is expected to be recognized by the Funds or their shareholders as a direct result of the Reorganization. Dividends and other distributions will be distributed to Target and Survivor Fund shareholders prior to the Reorganization. Consistent with market practice, the Trust will have received on April 3, 2020, an opinion of counsel to the effect that the Reorganization should qualify as a tax-free reorganization for federal income tax purposes as defined by Section 368(a) of the Code.

Purchase, Exchange, Redemption, Transfer and Valuation of Shares

The policies of the Target Fund and the Survivor Fund regarding the purchase, redemption, exchange, transfer, and valuation of shares are identical. Please refer to the section "Comparison of the Target Fund and Survivor Fund — Purchase, Redemption, and Pricing of Fund Shares" in this Combined Prospectus/Proxy Statement for more detail.

Principal Risks

Because of their identical investment strategies, the following primary risks are associated with an order (the "Order")investment in each Fund:

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

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

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

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

ESG Criteria Risk: Because the Fund's criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.

Fees and Expenses

As an investor, shareholders pay fees and expenses to buy and hold shares of the Funds. The following tables allow you to compare the shareholder fees and annual fund operating expenses as a percentage of the aggregate daily net assets of each Fund. The Annual Fund Operating Expenses table and Example tables shown below are based on actual expenses incurred during the fiscal year ended December 31, 2019. The "Survivor Fund After Reorganization" columns show expenses of the Survivor Fund as if the Reorganization had occurred on the last day of the fiscal year ended December 31, 2019. Please keep in mind that, as a result of changing market conditions, total asset levels, and other factors, expenses at any time during the current fiscal year may be significantly different from those shown.

Shareholder Fees (fees paid directly from your investment):

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the Securities and Exchange Commission ("SEC") permittingvalue of your investment):

⁽¹⁾  The Adviser has entered into an Expense Limitation Agreement with each Fund to reduce fees payable to the Adviser and/or reimburse the Funds to limit the Total Fund Operating Expenses of each Fund to 1.00% of its average daily net assets through May 1, 2020 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The Adviser may seek recoupment of fees waived and expenses reimbursed within three years after the expenses occurred if a Fund is able to make the repayment without exceeding the current limitation on Total Fund Operating Expenses, or the limitation in place at the time of initial waiver/reimbursement. The expense limitation agreement may be terminated by the Board of Trustees at any time and will terminate automatically upon termination of the Investment Management Agreement.

EXAMPLE

This Example is intended to help you compare the cost of investing in the Funds. The example assumes that you invest $10,000 in a Fund for the time periods indicated and then redeem or continue to hold all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that each Fund's operating expenses remain the same. The example further assumes that the expense limitations of the Funds described in the footnotes to the fee table are in effect only until the end of the 1-year period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

The Management Fee for each of the Target Fund and Survivor Fund is 0.75% of the respective Fund's average daily net assets. Neither Fund assesses a Distribution and/or Service (12b-1) Fee. The Other Expenses and the gross Total Annual Fund Operating Expenses for the Survivor Fund, after the Reorganization, are anticipated to be lower than those of the Target Fund. The Surviving Fund's net Total Annual Operating Expenses after the Reorganization will be the same as before the Reorganization due to the Expense Limitation Agreement currently in place. However, the larger size of the Surviving Fund after the Reorganization may help it to attract assets, which in turn is expected to further reduce operating expenses.

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or "turns over" its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect a Fund's performance. During the most recent fiscal year, the Target Fund's portfolio turnover rate was 22.88% of the average value of its portfolio, and the Survivor Fund's portfolio turnover rate was 23.23% of the average value of its portfolio.

COMPARISON OF THE TARGET FUND AND SURVIVOR FUND

Investment Goals and Principal Investment Strategies

Each Fund's investment goal is to seek long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies. The Funds have identical principal investment strategies as shown below.

Comparison of Investment Goals and Principal Investment Strategies

The table below compares the investment goals and principal investment strategies of the two Funds:

Fundamental Investment Policies

Each Fund's fundamental investment policies and limitations, which may be changed only with the consent of shareholders, are identical except with respect to borrowing and lending. Both Funds can lend up to 33 1/3% of their total assets. However, the Target Fund may participate in anthe Trust's interfund lending facility (the "Facility") underprogram, which permits the Funds may directlyTarget Fund to lend to and borrow money from each otheranother series of the Trust for temporary purposes, provided thatsuch as when the loans are made in accordance withcash position of the termsborrowing series is insufficient to meet temporary cash requirements. The Surviving Fund, however, may not lend money to or borrow from another series. Neither the Adviser nor the Trustees believe this policy difference is material. The Trustees believe interfund lending benefits both the lending fund and conditions set forththe borrowing fund in the Order. Withoutform of a more favorable rate of interest than a lending fund or borrowing fund would otherwise receive or pay, respectively. However, the relief provided by the Order, certain provisionsTrust uses other equally effective means of the Investment Company Act of 1940, as amended (the "1940 Act"), would prohibit the Funds from borrowing from and lending to each other under the Facility. The Application was filed on June 3, 2016, but the Funds will not participatemanaging redemptions in the Facility unlessSurviving Fund, such as redemptions-in-kind. Both interfund lending and until Proposals 1 and 2 are approved by shareholders.

Currently, the Funds may invest their daily cash balances in money market funds and other short-term investments with banks or other lenders, or they may borrow money from banks or other lenders for temporary purposes to satisfy redemption requests or for other temporary purposes. If the Order is granted, the Funds would be permitted to lend money directly to, and borrow money directly from, each other for temporary purposes (loans made under the Facility must be paid within seven days). Through the use of the Facility, the Funds intend to: (i) reduce the costs that would be incurred in borrowing from banks and other lenders; (ii) enhance their ability to earn higher interest rates on their otherwise uninvested cash balances that would be available from such short-term investments; and (iii) improve their liquidity.

Currently, the Funds are each subject to a number of "fundamental" investment restrictions, and under the 1940 Act, a fundamental investment restriction may be changed or eliminated only with shareholder approval. Two of the Funds' fundamental investment restrictions, which relate to each Fund's abilities to make loans and borrow money, would prohibit the Funds' from being able to participate in the Facility as contemplated in the Application, even if the Order were granted.

Proposals 1 and 2, therefore, are being proposed to modify those two fundamental investment restrictions so that the Funds may, if the Order is granted, directly lend to and borrow money from each other under the Facility.

The proposed amendments to the Funds' fundamental investment restrictions will not affect any Fund's investment goal or its current principal investment strategies. The Board and the Adviser anticipate that the proposed changes in the investment restrictions will not materially change the manner in which the Funds are currently managed and operated. Although the proposed amendments will permitin-kind allow the Funds to participate in the Facility, the Board and the Adviser at this time do not anticipate that the changes, individually or in the aggregate, will result inavoid selling portfolio securities to finance redemptions. Below is a material change in the current levelcomparison of investment risk associated with an investment in any Fund.

Shareholders in each Fund will vote separately on Proposals 1 and 2. If Proposals 1 and 2 are approved by the shareholders of a Fund, the changes will be effective

TheThis limitation also does not preclude a Fund from investing in mortgage-related securities or investing in companies engaged in the real estate business or that have a significant portion of their assets in real estate, including real estate investment trusts.

3.  Purchase or sell commodities or commodity contracts except as may be permitted by the Investment Company1940 Act or unless acquired as a result of 1940, as amended (the "1940 Act")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), requires two-thirdsoptions on financial futures contracts (including futures contracts on indices of securities, interest rates and currencies), warrants, swaps, forward contracts, foreign currency spot and forward contracts or other derivative instruments, including derivatives related to physical commodities; or purchasing or selling securities or other instruments backed by commodities; or purchasing or selling securities of companies that are engaged in a commodities business or have a significant portion of their assets in commodities.

4.  Invest more than 25% of the Trusteesvalue 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 have been electedinvestments in securities issued or guaranteed by shareholders before the Board can appointU.S. government or any new Trustees. To facilitate future complianceof its agencies or instrumentalities or repurchase agreements secured thereby.

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

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

Risks of the Board now proposesFunds

The following principal and non-principal investment risks apply to have shareholders elect Ms. McGeveran to her current position. Even if shareholders do not elect Ms. McGeveran, she will continue to serve in her current capacity pursuant to her appointmenteach Fund:

Market Risk: Market risk refers to the Board.

Information about the Nominee

Below is information about Ms. McGeveranrisk related to investments in securities in general and the attributes that qualify her to serve as a Trustee.daily fluctuations in the securities markets. The information provided below is not all-inclusive. Many Trustee attributes involve intangible elements, such as intelligence, work ethic andFund's performance per share will change daily based on many factors, including fluctuation in interest rates, the willingness to work together, as well as the ability to communicate effectively, exercise judgment, ask incisive questions, manage people and problems, and develop solutions. The Board does not believe any one factor is determinative in assessing a Trustee's qualifications, but that the collective experiences of Ms. McGeveran makes her highly qualified.

Incumbent Independent Trustee Nominee

The Board believes that Ms. McGeveran should be elected by shareholders as a Trustee principally because of her extensive senior-level financial and impact investing experience, coupled with her ability to think and act independently, her capacity to work in a collegial manner with other Trustees and her character and integrity. The Board also believes that Ms. McGeveran brings a diversity of gender, viewpoints, background and experience to the Board. Since 2014, Ms. McGeveran has served as Director of Impact Investing for The McKnight Foundation, where she is responsible for investing in businesses and funds that are building the low-carbon economy, improving the water quality of the Mississippi River,instruments in the Fund's investment portfolio, national and contributing to a thriving, sustainable Minnesota. From 1999 until 2013, she served as Senior Vice President, Governance & Sustainable Investment, for F&C Asset Management plc, a London-based, $150-billion asset manager, where she built the firm's market-leading socially responsible investment businessinternational economic conditions and served as a senior manager to onegeneral market conditions.

Equity Risk: The value of the industry's largest teams.

Independent TrusteesSmall and Mid Cap Company Risk: Investments in small, smid, and mid cap companies involve greater risks than investments in larger, more established companies. Small, smid, and mid cap companies may experience higher growth rates and higher failure rates than do larger capitalization companies. In addition, small, smid, and mid cap companies may be more vulnerable to economic, market and industry changes. As a result, share price changes may be more sudden or erratic than the prices of other equity securities, especially over the short term. The trading volume of securities of small, smid, and mid cap companies is normally less than that of larger capitalization companies, and therefore may disproportionately affect their market price, tending to make them rise more in response to buying demand and fall more in response to selling pressure than is the case with larger capitalization companies.

Some small, smid, and mid cap stocks may be less liquid, making it difficult for the Fund to buy and sell shares of smaller companies. Small, smid, and mid cap companies may lack depth of management, may have limited product lines, may be unable to generate funds necessary for growth or development, or may be developing or marketing new products or services for which markets are not yet established and may never become established. Small, smid, and mid cap companies may be particularly affected by interest rate increases, as they may find it more difficult to borrow money to continue or expand operations, or may have difficulty in repaying any loans that have a floating interest rate.

Management Risk:The following table provides information regardingAdviser's judgments about the incumbent Independent Trustees (excludingattractiveness, value, and potential appreciation of a particular asset class or individual security in which the Nominee):Fund invest may prove to be incorrect and there is no guarantee that the Adviser's judgment will produce the desired results.

*  Trustees holdESG Criteria Risk: Because the Fund's criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.

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

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

Currency Risk: The value of foreign currencies relative to the U.S. dollar fluctuates in response to market, economic, political, regulatory, geopolitical or other conditions. There is the risk that the value of such assets and/or the value of any distributions from such assets may decrease if the currency in which such assets are priced or in which they make distributions falls in relation to the value of the U.S. dollar. The Fund is not required to hedge their position until their resignationforeign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent the Fund does not hedge its foreign currency risk, or removal.

**  The "Fund Complex" consiststhe hedges are ineffective, the value of The Boston Trustthe Fund's assets and Walden Funds.income could be adversely affected by currency exchange rate movements.

Interested TrusteesForeign Investment Risk: Foreign investing involves risks not typically associated with U.S. investments. These risks include, among others, adverse fluctuations in foreign currency values as well as adverse political, regulatory, social and economic developments affecting a foreign country. In addition, foreign investing involves less publicly available information, and more volatile or less liquid securities markets. Investments in foreign countries could be affected by factors not present in the U.S., such as restrictions on receiving the investment proceeds from a foreign country, foreign tax laws, and potential difficulties in enforcing contractual obligations. Foreign accounting may be less transparent than U.S. accounting practices and foreign regulation may be inadequate or irregular. Owning foreign securities could cause the Fund's performance to fluctuate more than if it held only U.S. securities. The Fund's investments in foreign securities may also be subject to foreign withholding and/or other taxes, which would decrease the Fund's yield on those securities. The potential departure of one or more countries from the European Union may have significant political and financial consequences of global markets. Uncertainty relating to the withdrawal procedures and timeline may have adverse effects on valuations and the renegotiation of current trade agreements, as well as an increase in financial regulation in such markets. This may adversely impact Fund performance.

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

Interest Rate Risk: Interest rate risk refers to the risk that the value of the Fund's fixed-income securities can change in response to changes in prevailing interest rates causing volatility and possible loss of value. If rates increase, the value of the Fund's fixed income securities generally declines. On the other hand, if rates fall, the value of the fixed income securities generally increases. Your investment will decline in value if the value of the Fund's investments decreases. While interest rates have increased recently, they remain low by historical standards and may rise further. Consequently, the risks associated with rising interest rates are heightened. Securities with greater interest rate sensitivity, and longer maturities tend to produce higher yields, but are subject to greater fluctuations in value.

Performance History

The followingaccompanying bar chart and table provides information regardingprovide some indication of the incumbent Trustees who are "interested persons" as definedrisks of investing in the 1940 Act:

*  Trustees hold their position until their resignation or removal.Funds. They show changes in each Fund's performance from year to year and how each Fund's average annual returns for the one, five, and ten-year periods compare with those of a broad-based securities market index. You should be aware that each Fund's past performance (before and after taxes) may not be an indication of how the Fund will perform in the future.

**  The "Fund Complex" consists of The Boston Trust and Walden Funds.To obtain performance information up to the most recent month end, call toll free (800) 282-8782, ext. 7050.

OfficersTarget Fund

The following table provides information regarding the officers of the Trust who are not Trustees:Annual Total Return
For Calendar Years Ended December 31

*  OfficersPerformance Table
Average Annual Total Returns
For periods ended December 31, 2019

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their position until a successor has been duly elected and qualified.

Incumbent Trustee Qualifications

Below are summaries of the qualifications of the incumbent Trustees who are not candidates being proposed for election at the Meeting. The Trust has concluded that each of these Trustees should serve on the Board because of hisFund shares through tax-deferred arrangements, such as 401(k) plans or her ability to review and understand information about the Trust and the Funds provided by management, to identify and request other information he or she may deem relevant to the performance of the Trustees' duties, to question management and other service providers regarding material factors bearing on the management and administration of the Trust, and to exercise his or her business judgment in a manner that serves the best interests of the Funds' shareholders. The experiences, qualifications, attributes and skills of each Trustee, as described below, qualify them to serve as a Trustee of the Trust.

Ms. Armstrong brings investment, auditing, budgeting and financial reporting skills to the Board of Trustees and her investment management background provides important insights into the needs of Fund shareholders. Ms. Armstrong has been the President of Armstrong Financial Services, a financial planning firm, since 2012, and she served as Managing Director of Financial Planning Services of WealthStone, a financial planning firm, from 2008 to 2012.

Mr. Van Buskirk has deep knowledge of the Trust and its service providers, the creation and distribution of financial products and the regulatory framework under which the Trust operates. From 1993 through 2013, Mr. Van Buskirk served the Chairman and Chief Executive Officer of the Ohio Bankers League, a financial trade association. Before that role, he served as senior executive of a major financial services company.individual retirement accounts.

Mr. Woodward's strategic planning, organizationalSurvivor Fund

Annual Total Return
For Calendar Years Ended December 31

Performance Table
Average Annual Total Returns
For periods ended December 31, 2019

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and leadership skills helpdo not reflect the Board set long-term goalsimpact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

The accounting survivor of the Reorganization will be the Survivor Fund. As such, the performance history of the Survivor Fund will continue after the Reorganization.

Management of the Funds

Adviser

Boston Trust Walden Inc., a Massachusetts corporation, serves as investment adviser to each Fund. The Adviser has been an investment adviser to mutual funds since 2001. The Adviser has managed each Fund since its inception. As of December 31, 2019, the Adviser managed approximately $2,397 million in client assets. The Adviser maintains its principal offices at One Beacon Street, Boston, MA 02108.

Under the terms of its investment advisory agreement, the Adviser is responsible for formulating each Fund's investment program and for making day-to-day investment decisions and engaging in portfolio transactions. The Adviser also furnishes officers, provides office space, services and equipment and supervises all matters relating to the FundsFunds' operations.

Pursuant to the investment advisory agreement, each Fund pays the Adviser a management fee at an annualized rate (expressed as a percentage of daily net assets) as follows:

The Adviser has agreed to waive its advisory fee to limit total operating expenses of the Target Fund at least through May 1, 2020, so that direct expenses (excluding brokerage fees and establish processescommissions, interest and other borrowing expenses, taxes, extraordinary expenses and the indirect costs of investing in acquired funds) do not exceed 1.00% of the Target Fund's average daily net assets. The Adviser may seek recoupment of fees waived and expenses reimbursed within three years after the expenses occurred if the Target Fund is able to make the repayment without exceeding the current limitation on total fund operating expenses, or the limitation in place at the time of the initial waiver/reimbursement.

For the fiscal year ended December 31, 2019, the Adviser received an advisory fee (net of any fee waiver) equal to 0.71% of the Target Fund's average daily net assets, and 0.68% of the Survivor Fund's average daily net assets. A discussion regarding the basis for overseeing Trust policies and procedures. Mr. Woodward has served as the Chancellor Emeritus of University of North Carolina at Charlotte since 2005.

Ms. Santini brings operational, investment management and marketing knowledge to the Board of Trustees. Ms. Santini has been a Managing DirectorTrustees' approval of the Adviser, since 2001advisory agreement is available in the Funds' annual shareholder report dated December 31, 2019.

Portfolio Managers

The Target Fund and Managing Directorthe Survivor Fund are managed by Kenneth Scott, lead portfolio manager, and Leanne Moore and Richard Q. Williams, portfolio managers, all of whom are primarily responsible for the day-to-day management of each Fund's portfolio.

Mr. Scott is a Portfolio Manager ofat the Adviser. He joined the Adviser's parent company, Boston Trust Walden Company (formerly Boston Trust & Investment Management Company,Company) in 1999. Mr. Scott earned a B.A. degree (cum laude) and a M.S. degree from Boston College. He holds the parentChartered Financial Analyst^® designation, and is a member of the Adviser, since 1993.CFA Society Boston and the CFA Institute.

Ms. Soumerai has extensive investment management experience, including extensive social investing knowledge. Ms. SoumeraiMoore is a Managing Director and Director of ESG Research forPortfolio Manager at the Adviser. She joined the Adviser's parent company, Boston Trust Walden Company (formerly Boston Trust & Investment Management Company, the parent companyCompany), in 2019. Leanne served as Senior Equity Analyst at Cadence Capital Management, responsible for stocks across a range of sectors including consumer, health care, industrials and energy. Prior to joining Boston Trust Walden, she served plan sponsors as a Consultant and Investment Analyst at Meketa Investment Group. She earned a B.S. from Northeastern University and an M.S. from Bentley University. She is a member of the Adviser, and has served in that role since August 2004. As Director of ESG research, she oversees the evaluation of existing and potential securities relative to environmental, social and governance (ESG) factors.

Trustee Trust Ownership

Some of the Trustees own shares of the Funds. The following table shows the dollar range of the shares beneficially owned by each Trustee as of December 31, 2015:

*  Ownership disclosure is made using the following ranges: None; $1 – $10,000; $10,001 – $50,000; $50,001 – $100,000 and over $100,000.

**  "Family of Investment Companies" means TheCFA Society Boston Trust and Walden Funds.

Trustee Compensation

The following table sets forth information regarding compensation of Trustees by the Trust for the fiscal year ended March 31, 2016:

4.  Meeting with representatives of key service providers, includingMr. Williams is a Portfolio Manager at the Fund's investment adviser, administrator, transfer agent and independent registered public accounting firm to discuss the activities of the Funds;

5.  Engaging the services of the Trust's CCO 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 each Fund's financial condition and the Trust's internal controls;

7.  Receiving reports fromAdviser. He joined the Adviser's CCO and the Trust's Anti-Money Laundering Compliance Officer; and

8.  Engaging the Trust's CCO to review 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.

Board Committees

The Board has established an Audit Committee, Nominating Committee and Valuation Committee to assist it in performing its oversight function. The Audit Committee, comprised of all the Independent Trustees, oversees the Trust's accounting and financial reporting policies and practices and the quality and objectivity of the Trust's financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trust's internal accounting and control structure, its auditing function and its financial reporting process, (ii) selecting and recommending to the full Board of Trustees the appointment of auditors for the Trust, (iii) reviewing audit plans, fees, and other material arrangements with respect to the engagement of auditors, including the performance of permissible non-audit services; (iv) reviewing the qualifications of the auditor's key personnel involved in the foregoing activities and (v) monitoring the auditor's independence. The Audit Committee met two times during the last fiscal year.

The Nominating Committee, also comprised of all the Independent Trustees, evaluates the qualifications of candidates and makes nominations for independent trustee membership on the Board. The Nominating Committee is governed by a charter and supplemental guidelines. While there are no specific minimum qualifications that a nominee must possess, the Nominating Committee considers factors such as a nominee's business, management or regulatory background, ability to demonstrate financial literacy, and an ability to think and act independently. In addition, nominees should represent a diversity of viewpoints, backgrounds, experiences and other demographics. Age, gender, race and national origin are relevant, but not determinative, factors considered by the Nominating Committee.

The Nominating Committee generally receives recommendations for nominees from the Independent Trustees, the Funds' adviser and/or officers of the Trust; Ms. McGeveran was recommended by personnel of the Funds' adviser. The Nominating Committee then meets separately to evaluate those recommendations

Shares of each Fund may be purchased from the Funds' transfer agent or through investment representatives who may charge additional fees and may require higher minimum investments or impose other limitations on buying and selling shares.

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

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

Frequent Trading Policy

Frequent trading into and out of a Fund can have adverse consequences for that Fund and for long-term shareholders in the Fund. The Funds believe that frequent or excessive short-term trading activity by shareholders of a Fund may be detrimental to long-term shareholders because those activities may, among other things: (a) dilute the value of shares held by long-term shareholders; (b) cause the Funds to maintain larger cash positions than would otherwise be necessary; (c) increase brokerage commissions and related costs and expenses; and (d) incur additional tax liability. The Funds discourage frequent purchase and redemptions by shareholders and they do not make any effort to accommodate this practice. To protect against such activity, the Board has adopted policies and procedures that are intended to permit the Funds to curtail frequent or excessive short-term trading by shareholders. Both Funds reserve the right, however, to impose certain limitations at any time with respect to trading in shares of the Funds, including suspending or terminating trading privileges in Fund shares, for any investor whom the Funds believe has a history of abusive trading or whose trading, in the judgment of the Funds, has been or may be disruptive to the Funds. The Funds' ability to detect and prevent any abusive or excessive short-term trading may be limited to the extent such trading involves Fund shares held through omnibus accounts of a financial intermediary.

Investment representatives maintaining omnibus accounts with the Funds may impose market timing policies that are more restrictive than the market timing policy adopted by the Board of Trustees. For instance, these financial intermediaries may impose limits on the number of purchase and sale transactions that an investor may make over a set period of time and impose fees or penalties for transactions in excess of those limits. Investment representatives also may exempt certain types of transactions from these limitations.

In accordance with Rule 22c-2 under the Investment Company Act of 1940, the Funds have entered into information sharing agreements with certain financial intermediaries. Under these agreements, a financial intermediary is obligated to furnish the Trust, upon its request, with information regarding customer trading activities in shares of the Funds and enforce Funds' market-timing policy with respect to customers identified by the Funds as having engaged in market timing. When information regarding transactions in Fund shares is requested by the Trust and such information is in the possession of a person that is itself a financial

intermediary to a financial intermediary (an "indirect intermediary"), any financial intermediary with whom the Funds has an information sharing agreement is obligated to obtain transaction information from the indirect intermediary or, if directed by the Funds, to restrict or prohibit the indirect intermediary from purchasing shares of the Funds on behalf of other persons.

Distribution and Shareholder Services Agreements

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

Foreign Investors

Each Fund will only accept new account applications and additional purchases of Fund shares from an established shareholder account that (1) reflects a residential address for an individual (or the principal place of business for an entity) located within the U.S. or its territories; or (2) reflects a U.S. military address; and (3) in every case, is associated with a valid U.S. taxpayer identification number. Funds are only offered for sale in the United States and are not widely available outside the United States. Non-U.S. investors should be aware that U.S. withholding and estate taxes and certain U.S. tax reporting requirements may apply to any investment in Boston Trust Walden Funds as a U.S. mutual fund.

SELLING FUND SHARES

The procedures for redeeming the Target Fund's and Survivor Fund's shares are identical.

Selling Shares

Shares of each Fund may be redeemed at any time. The sales price will be the next NAV after a redemption request in good order is received by the Funds, their transfer agent, or the shareholder's investment representative. Normally the Funds will send proceeds, by check or electronic transfer, within seven (7) days after the request is received. The Funds typically expect to pay redemptions from cash, cash equivalents, proceeds from the sale of Fund shares, any lines of credit, and then from the sale of portfolio securities. These redemption payment methods will be used in regular and stressed market conditions.

Selling shares in each Fund may result in a realized capital gain or loss, which is subject to federal income tax. For individuals, any long-term capital gains realized from selling Fund shares currently are taxed at a maximum rate of 20%. Short-term capital gains are taxed at ordinary income tax rates. If you redeem Fund shares for

a loss, you may be able to use this capital loss to offset any other capital gains you have. An exchange of shares is considered a sale, and gains from any sale or exchange may be subject to applicable taxes.

Redemption in Kind

Each Fund reserves the right to make payment in securities rather than cash, known as "redemption in kind." This could occur under extraordinary circumstances, such as a very large redemption that could affect Fund operations (a redemption of more than 1% of a Fund's net assets). To the extent feasible, each Fund expects that a redemption in kind would be a pro rata allocation of the Fund's portfolio.

Closing of Small Accounts

Each Fund may close a shareholder account or ask a shareholder to increase the balance if the value of the account falls below $50,000 due to redemption activity. If it is still below $50,000 after 60 days, each Fund may close the account and send the shareholder the proceeds at the then current NAV.

EXCHANGING FUND SHARES

Each Fund permits shareholders to exchange shares in one Fund for shares of another series of the Trust. No transaction fees are charged for exchanges.

DIVIDENDS AND DISTRIBUTIONS

The dividend and distribution policies for the Target Fund and the Survivor Fund are identical. Any income a Fund receives in the form of dividends is paid out, less expenses, to its shareholders. Income dividends and capital gains distributions on the Funds usually are paid annually and are automatically reinvested in additional shares of the Fund at the applicable NAV on the distribution date unless you request cash distributions on your application or through a written request.

Taxations of Dividends and Distributions

The tax treatment of the Funds is identical. Dividends generally are taxable as ordinary income. Distributions designated by both Funds as long-term capital gain distributions will be taxable at long-term capital gains rate. Dividends are taxable in the year they are paid or credited to your account. However, dividends declared in October, November or December to shareholders of record in such a month and paid by January 31st are taxable on December 31st of the year they are declared.

Individual taxpayers are subject to a maximum federal income tax rate of 20% on long-term gains and from certain qualifying dividends on corporate stock. These rate reductions do not apply to corporate taxpayers. The following are guidelines for how certain distributions by the Funds are generally taxed to individual taxpayers: (i) distributions of earnings from qualifying dividends and qualifying long-term capital gains will be taxed at a maximum federal income tax rate of 20%; (ii) a shareholder will also have to satisfy a greater than 60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower tax rate; and (iii) distributions of earnings from non- qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable to the taxpayer.

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

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

Foreign shareholders may be subject to special withholding requirements.

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

CONSOLIDATED FINANCIAL HIGHLIGHTS

The fiscal year end of each Fund is December 31. The audited consolidated financial highlights as of and for the twelve months ended December 31, 2019 of the Target Fund and the Survivor Fund are included with this Proxy Statement as Exhibit B.

The financial highlights of the Target Fund and the Survivor Fund are also contained in the Annual Report to shareholders of the Target Fund and Survivor Fund for the fiscal year ended December 31, 2019, which have been audited by Cohen & Company, Ltd., the Funds' registered independent public accounting firm. The Annual Report, which has previously been sent to shareholders, is available on request and without charge by writing to the Funds at One Beacon Street, Boston, MA 02108 and, with respect to the Target Fund and Survivor Fund, are incorporated by reference into this Proxy Statement.

INFORMATION RELATING TO THE PROXYREORGANIZATION

Description of the Reorganization

The following summary is qualified in its entirety by reference to the Plan found in Exhibit A.

The Plan provides that substantially all of the assets and liabilities of the Target Fund will be transferred to the Survivor Fund in exchange solely for shares of the Survivor Fund. The shares of the Survivor Fund issued to the Target Fund will have an aggregate net asset value equal to the aggregate net asset value of the Target Fund's shares outstanding as of the close of trading on the NYSE on April 3, 2020 (the "Closing Date") as determined in accordance with the Survivor Fund's valuation procedures. Upon receipt by the Target Fund of the shares of the Survivor Fund, the Target Fund will distribute Survivor Fund shares to its shareholders and will be terminated as a series of the Trust.

The distribution of the Survivor Fund shares to the Target Fund shareholders will be accomplished by opening new accounts on the books of the Survivor Fund in the names of the Target Fund shareholders and transferring to those shareholder accounts the shares of the Survivor Fund. For shares held through financial intermediaries and broker dealers, accounts will be opened on the books of the Survivor Fund at the financial intermediary or broker dealer. Shareholders are not expected to receive new accounts as a result of the Reorganization. Such newly-opened accounts on the books of the Survivor Fund will be established on the transfer agent's record and represent the respective pro rata number of shares of the Survivor Fund that the Target Fund is to receive under the terms of the Plan. See "Terms of the Reorganization" below.

Accordingly, as a result of the Reorganization, each Target Fund shareholder will own shares of the Survivor Fund with an aggregate net asset value equal to the aggregate net asset value of the shares of the Target Fund that the shareholders owned immediately prior to the Reorganization.

No sales charge or fee of any kind will be assessed to the Target Fund shareholders in connection with their receipt of shares of the Survivor Fund in the Reorganization.

The Plan contains customary representations, warranties, and conditions. The Plan may be terminated with respect to the Reorganization if, on the Closing Date, any of the required conditions have not been met or if the representations and warranties are not true. The Plan may be terminated or amended by the mutual consent of the parties.

Reasons for the Reorganization

The Board considered that the Target Fund and Survivor Fund have identical investment goals and investment strategies, and similar fundamental and non-fundamental investment limitations. The Board observed that the Target Fund and Survivor Fund had comparable performance for the past three to five years, and noted that the Survivor Fund had a longer track record. The Board considered that merging the Target Fund into the Survivor Fund would improve the Survivor Fund's prospects for attracting assets, which would achieve certain operating efficiencies and economies of scale as a result of the larger net asset size. The Board discussed that more assets in the Survivor Fund would increase the likelihood of its stability, long-term viability and liquidity. They noted that the cost of the proposed merger would be paid by the Adviser, and that the merger was not expected to result in a taxable event for shareholders. After further discussion, the Board concluded that the merger of the Target Fund into the Survivor Fund was in the best interests of each Fund, as well as each Fund's respective shareholders, and that the Target Fund's shareholders would not have their interests diluted as a result of the merger. The approval determinations were made on the basis of each Trustee's business judgment after consideration of all of the factors taken as a whole, though individual Trustees may have placed different weight on various factors and assigned different degrees of materiality to various conclusions.

Federal Income Taxes

The combination of the Target Fund and the Survivor Fund in the Reorganization is expected to qualify for federal income tax purposes as a separate tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"). As a condition of the closing of the Reorganization and consistent with market practice, the Trust will receive, on April 3, 2020 a legal opinion from Thompson Hine LLP to the effect that the Reorganization should be a tax-free reorganization. Accordingly, neither the Target Fund nor its shareholders should recognize gain or loss as a result of the Reorganization. The tax basis of the Survivor Fund shares received should be the same as the basis of the Target Fund shares exchanged and the holding period of the Survivor Fund shares received should include the holding period of the Target Fund shares exchanged, provided that the shares exchanged were held as capital assets at the time of the Reorganization. No tax ruling from the Internal Revenue Service regarding the Reorganization has been requested. Nevertheless, the sale of securities by the Target Fund prior to the Reorganization, whether in the ordinary course of business or in anticipation of the Reorganization, could result in taxable capital gains distribution prior to the Closing Date of the Reorganization. As of the date of this Proxy Statement, the Adviser does not intend to sell any securities held by the Target Fund in anticipation of the Reorganization but may do so in the ordinary course of business before the Reorganization. Prior to the Closing Date of the Reorganization, the Target Fund will pay to its shareholders a cash distribution consisting of any undistributed investment company taxable income and/or any undistributed realized net capital gains, including any net gains realized from any sales of assets prior to the Closing Date. This distribution would be taxable to shareholders that are subject to tax. Shareholders should consult their own tax advisers concerning the potential tax consequences of the Reorganization to them, including foreign, state and local tax consequences.

Expenses of the Reorganization

The costs of the Reorganization will be borne by the Adviser. The costs associated with the Reorganization are expected to be approximately $40,000-$50,000, not including the brokerage costs, if any, associated with the re-positioning of the Target Fund.

Continuation of Shareholder Accounts and Plans; Share Certificates

Upon consummation of the Reorganization, the Survivor Fund will establish an account on the transfer agent's record for each Target Fund shareholder on the books of the Survivor Fund containing the appropriate number of shares of the Survivor Fund to be received in the Reorganization. For shares held through financial intermediaries and broker dealers, accounts will be opened on the books of the Survivor Fund at the financial intermediary or broker dealer. Shareholders are not expected to receive new accounts as a result of the Reorganization. No certificates for shares of the Survivor Fund will be issued in connection with the Reorganization.

OTHER INFORMATION

Capitalization

The following table sets forth, as of December 31, 2019. (a) the unaudited capitalization of each Fund and (b) the unaudited combined capitalization of the Survivor Fund assuming the Reorganization has taken place. The capitalizations are likely to be different on the Closing Date as a result of daily Fund share purchase, redemption and market activity. No assurance can be given as to how many shares of the Survivor Fund will be received by Target Fund shareholders at the Closing Date, and the information should not be relied upon to reflect the number of shares of the Survivor Fund that actually will be received by Target Fund shareholders.

The Proxy

The Board is soliciting proxies so that each shareholder has the opportunity tocan vote on the proposals to be considered at the Meeting.meeting. A proxy card for voting your shares at the Meeting is enclosed. The shares represented by each valid proxy received in time will be voted at the Meetingmeeting as specified. If no specification is made,

As of the FundsRecord Date, there were issued17,043,183.056 shares outstanding of the Survivor Fund. As of the Record Date, no person was known by the Survivor Fund to own beneficially or of record 5% or more of the Survivor Fund except as follows:

A shareholder who owns of record or beneficially more than 25% of the outstanding shares of a Fund or who is otherwise deemed to "control" a Fund may be able to determine or significantly influence the outcome of matters submitted to a vote of the Fund's shareholders.

Security Ownership of Management

To the best knowledge of the Trust, there were no Trustees or officers of the Trust who were the owners of more than 1% of the outstanding shares of a Fund on the Record Date.

Voting Securities and outstanding:Voting

Only shareholdersShareholders of record of the Target Fund at the close of business on the Record Date, are entitled to vote at the Meeting. Each shareholder ismeeting or at any adjournments thereof. Shareholders are entitled to one (1) vote perfor each share held and a proportionate vote for each fractional votes for fractional shares held, on any matter submitted to a voteshare held. The presence at the Meeting. The presence, in person or by proxy,meeting of the holders of a majority of the shares of a Fund entitled to vote is necessary to constitute a quorum at the Meeting.

Approval of Proposals 1 and 2

Approval of Proposals 1 and 2 require the affirmative vote of "majority of the outstanding voting securities" of each Fund. The 1940 Act defines "majority of the outstanding voting securities" to mean the vote (i) of 67% or more of the voting securities (i.e., shares) present at the Meeting, if the holders of more than 50% of the outstanding voting securities of each Fund are present or represented by proxy; or (ii) of more than 50% of the outstanding voting securities of a Fund, whichever is less. This means that Proposals 1 and 2 may be approved by less than a majority of the outstanding shares of eachthe Target Fund providedentitled to vote, in person or by proxy, shall constitute a quorum isfor the meeting for the Target Fund. A quorum being present, at the Meeting.

Shareholders in eachTarget Fund will adopt a proposal if a majority of the shares of the Target Fund vote separately on Proposals 1 and 2. If Proposals 1 and 2 are approved byto approve the shareholdersproposal.

For purposes of determining (i) the presence of a Fund, the changes will be effectivequorum, and (ii) whether sufficient votes have been received for that Fund asapproval of the date that shareholders are notified that the changes will be made through either (i) a supplement to the prospectus and/or SAI or (ii) revisions to such documents at the time of the annual update to the Fund's registration statement. If shareholders of any Fund fail to approve either of Proposals 1 or 2, none of the changes contemplated by Proposals 1particular proposal, abstentions and 2 will be effective for that Fund.

The Meeting may be adjourned from time to time by the vote of a majority of the shares represented at the meeting, whether or not a quorum is present. If the meeting is adjourned to another time or place, notice need not be given of the adjourned meeting at which the adjournment is taken, unless a new record date of the adjourned meeting is fixed.

The individuals named as proxies on the enclosed proxy card will vote in accordance with the shareholder's direction, as indicated thereon, if the proxy card is received and is properly executed. If athe shareholder properly executes a proxy and gives no voting instructions with respect to a proposal, the shares will be voted in favor of such proposal. The proxies, in their discretion, may vote upon such other matters as may properly come before the Meeting.meeting. The Board is not aware of any other matters to come before the Meeting.meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSShareholder Rights and Obligations

ToBoth the knowledgeTarget Fund and Survivor Fund are series of the Trust's management, asTrust, a business trust organized under the laws of the Record Date,Commonwealth of Massachusetts, and have identical shareholder rights. Under the following shareholders were ownersTrust's declaration of recordtrust, the Trust is authorized to issue an unlimited number of shares of beneficial interest, without par value, from an unlimited number of series of shares. The shares of each series of the Trust have no preference as to conversion, exchange, dividends, retirement or beneficial owners, because they possessed voting or investment power withother features, and have no preemptive rights. With respect to each Fund, shares have equal dividend, distribution, liquidation, and voting rights, and fractional shares have those rights proportionately.

Shareholder Proposals

The Funds do not hold regular annual meetings of shareholders. As a general matter, the Survivor Fund does not intend to hold future regular annual or special meetings of its shareholders unless required by the 1940 Act. Any shareholder who wishes to submit a proposal for consideration at a meeting of shareholders of either Fund should send such shares, of 5% or more ofproposal to One Beacon Street, Boston, MA 02108. To be considered for presentation at a shareholders' meeting, rules promulgated by the outstanding shares ofSEC require that, among other things, a shareholder's proposal must be received at the Funds listed:

1.  BASIS OF REORGANIZATION

The unaudited pro forma financial information has been prepared for the 12 month period ended December 31, 2019 pursuant to the Plan.

The Reorganization will be includedaccounted for as a tax-free reorganization of investment companies; therefore, no gain or loss will be recognized by the Survivor Fund, the Target Fund, or the Funds' shareholders as a result of the Reorganization. The Adviser will bear all expenses incurred in connection with carrying out the Reorganization.

The Reorganization will be accomplished by the acquisition of substantially all of the Target Fund's assets and the assumption of substantially all of the liabilities by the Survivor Fund in exchange for shares of the Survivor Fund and the distribution of such shares to Target Fund shareholders in complete liquidation of the Target Fund. The Target Fund's shareholders would have received 8,751,940 of the Survivor Fund's shares if the Reorganization took place on December 31, 2019.

2.  NET ASSETS

The table below shows the net assets of the Target Fund and the Survivor Fund and the net assets of the Survivor Fund after the Reorganization, assuming the Reorganization was completed as of December 31, 2019. The actual net assets at the closing date will differ.

3.  PRO FORMA ADJUSTMENTS

The table below reflects estimated adjustments to expenses needed to the Survivor Fund after the Reorganization as if the Reorganization had taken place on January 1, 2019. The pro forma financial information has been derived from the books and records used in calculating daily net asset values of the Target Fund and the Survivor Fund and has been prepared in accordance with accounting principles generally accepted in the Trust's Proxy StatementUnited States of America which requires management to make estimates and proxy for a particular meeting. Under these rules, proposals submitted for inclusion in the Trust's proxy materials must be received by the Trust within a reasonable time before the solicitation is made. The factassumptions that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because thereaffect this information. Actual results could differ from those estimates. No other significant pro forma effects are other requirements in the proxy rules relatingexpected to such inclusion. You should be aware that annual meetings of shareholders are not required as long as there is no particular requirement under the 1940 Act that must be met by convening such a shareholder meeting. Any shareholder proposal should be sent to Trust's Secretary, 100 Summer Street, Suite 1700, Boston, MA 02110. Shareholder proposals may also be raisedresult from the floor atReorganization.

⁽¹⁾  Administration fees were reduced to eliminate the Meeting without prior noticeeffects of duplicative fees.

⁽²⁾  State registration fees were reduced to eliminate the effects of duplicative fees.

⁽³⁾  Other expenses were reduced to eliminate the effects of duplicative fees.

⁽⁴⁾  The Adviser has entered into an Expense Limitation Agreement with each Fund to reduce fees payable to the Trust.Adviser and/or reimburse the Funds to limit the Total Fund Operating Expenses of each Fund to 1.00% of its average daily net assets through May 1, 2020 (exclusive of brokerage costs, interest, taxes, dividends, litigation expenses, indemnification, expenses associated with the investments in underlying investment companies and extraordinary expenses (as determined under generally accepted accounting principles)). The same limitation will apply to the Survivor Fund after the Reorganization. As such, expenses waived/reimbursed were adjusted according to the effect of the foregoing adjustments.

BecauseNo significant accounting policies will change as a result of the Trust has never receivedReorganization, specifically policies regarding security valuation or compliance with applicable tax regulations. No significant changes to any existing contracts of the Survivor Fund are expected as a shareholder proposal or a Trustee nomination from a shareholder,result of the Trust has not adopted a written policy regarding consideration of shareholder proposals or Trustee nominees recommended by shareholders. The Board is not aware of any other matters to come before the Meeting.Reorganization.

COST OF SOLICITATION4.  REORGANIZATION AND TRANSACTIONAL COSTS

The Boardreorganization costs (whether or not the Reorganization is making this proxy solicitation. The cost of preparing and mailing this Proxy Statement, the accompanying Notice of Special Meeting, the proxy card and any additional materials relating to the Meeting, which is anticipated to total approximately $20,000,consummated) will be borne by the Trust. In additionAdviser. The reorganization costs are estimated to solicitation by mail, solicitations also may be made by email, facsimile transmission ("fax") or other electronic media, or personal contacts. $50,000.

The Trust will request that broker/dealer firms, custodians, nominees, and fiduciaries forward proxy materialsinvestment strategies of the Survivor Fund after reorganization are identical to the beneficialSurvivor Fund. The Target Fund does not expect to sell any of its existing portfolio securities, except in the ordinary course of trading, in connection with the Reorganization.

5.  ACCOUNTING SURVIVOR

The Survivor Fund will be the accounting survivor. The surviving fund will have the lead portfolio manager, portfolio composition, investment objective and strategy, expense structure and policies/restrictions of the Acquiring Fund.

6.  SECURITY VALUATION

The Funds record their investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The valuation techniques used to determine fair value are further described below.

The value of each equity security, including common stocks, is based either on the last sale price on a national securities exchange, or in the absence of recorded sales, at the closing bid price on such exchanges, or at the quoted bid price in the over-the-counter market. Equity securities traded on the NASDAQ stock market are valued at the NASDAQ official closing price. The prices for foreign securities are reported in local currency and converted to U.S dollars using currency exchange rates. Prices for most securities held in the Funds are provided daily by a recognized independent pricing service.

Bonds and other fixed income securities (other than short-term obligations but including listed issues) are provided by an independent pricing service, the use of which has been approved by the Board of Trustees ("Board"). In making such valuations, the pricing service utilizes both dealer-supplied valuations and electronic data processing techniques that take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, and trading characteristics other than market data and

ownerswithout exclusive reliance upon quoted prices or exchanges or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of the sharessuch securities. All debt portfolio securities with a remaining maturity of record. Broker/dealer firms, custodians, nominees, and fiduciaries60 days or less may be reimbursed for their reasonable expenses incurredvalued at amortized cost, which approximates fair value.

The Trust may use a pricing service to value certain portfolio securities where the prices provided are believed to reflect the fair value of such securities. If market prices are not readily available or, in connection with such proxy solicitation. In addition officers and employeesthe opinion of the Adviser, and its affiliates, without extra compensation, may conduct additional solicitations by telephone, fax, email and personal interviews.

OTHER MATTERS

The Board knowsmarket prices do not reflect fair value, or if an event occurs after the close of no other matters to be presented attrading on the Meeting other than as set forth above. If any other matters properly come beforeexchange or market on which the meeting that the Trust did not have notice of a reasonable timesecurity is principally traded (but prior to the mailingtime the NAV is calculated) that materially affects fair value, the Adviser will value the Funds' assets at their fair value according to policies approved by the Board. The Adviser believes that foreign security values may be affected by volatility that occurs in global markets on a trading day after the close of this Proxy Statement,any given foreign securities markets. The fair valuation procedures, therefore, include a procedure whereby foreign security prices may be "fair valued" by an independent pricing service through the holdersuse of factors which take such volatility into account.

Investments in investment companies and money market funds are valued at NAV per share.

7.  FEDERAL TAX INFORMATION

It is the Survivor Fund's policy to continue to comply with the requirements of the proxy will vote the shares represented by the proxyInternal Revenue Code under Subchapter M, applicable to regulated investment companies, and to distribute all of its taxable income, including any net realized gains on such matters in accordance with their best judgment, and discretionary authorityinvestments, to do so is included in the proxy.

COMMUNICATIONS WITH THE BOARD

A shareholder of the Trust wishing to communicate with the Board may do so in writing, signed by the shareholder and setting forth: (i) the name and address of the shareholder; (ii) the number of shares owned by the shareholder; (iii) the Fund in which the shareholder owns shares; and (iv) if the shares are owned indirectly through a broker or other record owner, the name of the broker or other record owner. These communications should be addressed as follows: Secretary, The Boston Trust & Walden Funds, 100 Summer Street, Boston, MA 02108.

DELIVERY OF VOTING INSTRUCTIONS

If you and another shareholder share the same address, the Trust may only send one Proxy Statement unless you or the shareholder(s) request otherwise. Call or write to the Trust if you wish to receive a separate copy of the Proxy Statement, and the Trust will promptly mail a copy to you. You may also call or write to the Trust if you wish to receive a separate proxy in the future, or if you are receiving multiple copies now, and wish to receive a single copy in the future. For such requests, call 1-800-282-8782, x7050 or write to Boston Trust Investment Management, Inc., One Beacon Street, 33rd Floor, Boston MA 02180.

A copy of the Notice of Shareholder Meeting, the Proxy Statement and the Proxy Card are available at www.btim.com.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ LUCIA B. SANTINI
President
Dated June 10, 2016its shareholders.

PLEASE COMPLETE,EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of [•], 2020 by and between Boston Trust Walden Funds, a Massachusetts business trust (the "Trust"), on behalf of Walden Small Cap Fund, a series of the Trust (the "Target Fund"), and Boston Trust Walden Small Cap Fund, a series of the Trust (the "Survivor Fund"). Boston Trust Walden Inc. ("BTWI") joins this agreement solely for the purpose of agreeing to be bound by Paragraph 5.

All references in this Agreement to action taken by the Target Fund or the Survivor Fund shall be deemed to refer to action taken by the Trust on behalf of the respective portfolio series.

This Agreement is intended to be and is adopted as a plan of reorganization and liquidation within the meaning of Section 368(a) of the United States Internal Revenue Code of 1986, as amended (the "Code"). The reorganization (the "Reorganization") will consist of the transfer by the Target Fund of all or substantially all of its assets to the Survivor Fund, in exchange solely for shares of beneficial interest in the Survivor Fund (the "Survivor Fund Shares") having an aggregate net asset value equal to the aggregate net asset value of the same shares of the Target Fund, the assumption by the Survivor Fund of all the liabilities of the Target Fund, and the distribution of the Survivor Fund Shares to the shareholders of the Target Fund in complete liquidation of the Target Fund as provided herein, all upon the terms and conditions hereinafter set forth in this Agreement.

WHEREAS, the Board of Trustees of the Trust has determined that it is in the best interest of each of the Target Fund and the Survivor Fund that assets of the Target Fund be acquired by the Survivor Fund and the liabilities of the Target Fund be assumed by the Survivor Fund in exchange for Survivor Fund Shares pursuant to this Agreement and in accordance with the applicable statutes of the State of Massachusetts, and that the interests of existing shareholders of the Target Fund or the Survivor Fund will not be diluted as a result of this transaction;

NOW, THEREFORE, in consideration of the premises and of the covenants and agreements hereinafter set forth, the parties hereto covenant and agree as follows:

1.  PLAN OF REORGANIZATION

1.1 Subject to the terms and conditions herein set forth, the Trust shall (i) transfer all or substantially all of the assets of the Target Fund, as set forth in paragraph 1.2, to the Survivor Fund, (ii) the Trust shall cause the Survivor Fund to deliver to the Trust full and fractional Survivor Fund Shares having an aggregate net asset value equal to the value of the aggregate net assets of the same class of shares of the Target Fund as of the close of regular session trading on the New York Stock Exchange on the Closing Date, as set forth in paragraph 2.1 (the "Closing Date") and (iii) the Trust shall cause the Survivor Fund to assume all liabilities of the Target Fund, as set forth in paragraph 1.2. Such transactions shall take place at the closing provided for in paragraph 2.1 (the "Closing").

1.2 The assets of the Target Fund to be acquired by the Survivor Fund shall consist of all property, including, without limitation, all cash, securities, commodities

and futures interests, and dividends or interest receivable which are owned by the Target Fund and any deferred or prepaid expenses shown as an asset on the books of the Target Fund on the Closing Date. The Survivor Fund will assume all of the liabilities, expenses, costs, charges and reserves of the Target Fund of any kind, whether absolute, accrued, contingent or otherwise in existence on the Closing Date.

1.3 The Target Fund will distribute pro rata to its shareholders of record, determined immediately after the close of business on the Closing Date (the "Current Shareholders"), Shares received by the Trust pursuant to paragraph 1.1. Such distribution and liquidation will be accomplished by the transfer of the Survivor Fund Shares then credited to the accounts of the Target Fund on the books of the Survivor Fund to open accounts on the share records of the Survivor Fund in the names of the Current Shareholders and representing the respective pro rata number of the Survivor Fund Shares due to such shareholders. All issued and outstanding shares of the Target Fund will simultaneously be canceled on the books of the Trust. The Survivor Fund shall not issue certificates representing Survivor Fund Shares in connection with such exchange. Ownership of Shares will be shown on the books of the Trust's transfer agent. As soon as practicable after the Closing, the Trust shall take all steps necessary to affect a complete liquidation of the Target Fund.

2.  CLOSING AND CLOSING DATE

2.1 The Closing Date shall be April 3, 2020, or such other date as the parties may agree to in writing. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00 p.m. New York Time. The Closing shall be held at the offices of BTWI, One Beacon Street, Boston, Massachusetts, 02108, or at such other time and/or place as the parties may agree.

2.2 The Trust shall cause Boston Trust Walden Company (the "Transfer Agent"), transfer agent of the Target Fund, to deliver at the Closing a certificate of an authorized officer stating that its records contain the names and addresses of the Current Shareholders and the number, class, and percentage ownership of outstanding shares of the Target Fund owned by each such shareholder immediately prior to the Closing. The Survivor Fund shall issue and deliver to the Secretary of the Trust a confirmation evidencing the Survivor Fund Shares to be credited on the Closing Date or provide evidence satisfactory to the Trust that such Survivor Fund Shares have been credited to the accounts of the Target Fund on the books of the Survivor Fund. At the Closing, each party shall deliver to the other such bills of sales, checks, assignments, share certificates, if any, receipts or other documents as such other party or its counsel may reasonably request.

3.  REPRESENTATIONS AND SIGN THE ENCLOSED VOTING INSTRUCTION CARD AND RETURN IT PROMPTLY WARRANTIES

3.1 The Trust, on behalf of the Target Fund, hereby represents and warrants to the Survivor Fund as follows:

i) the Trust is duly organized and existing under its Agreement and Declaration of Trust (the "Trust Instrument") and the laws of the State of

Massachusetts as a business trust with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust;"

(ii) the Trust has full power and authority to execute, deliver and carry out the terms of this Agreement on behalf of the Target Fund;

(iii) the execution and delivery of this Agreement on behalf of the Target Fund and the consummation of the transactions contemplated hereby are duly authorized and no other proceedings on the part of the Trust or the shareholders of the Target Fund (other than as contemplated in paragraph 4.1(vii)) are necessary to authorize this Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Trust on behalf of the Target Fund and constitutes its valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other rights affecting creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the Trust on behalf of the Target Fund, nor the consummation by the Trust on behalf of the Target Fund of the transactions contemplated hereby, will conflict with, result in a breach or violation of or constitute (or with notice, lapse of time or both) a breach of or default under, the Trust Instrument or the Bylaws of the Trust ("Bylaws"), as each may be amended, or any statute, regulation, order, judgment or decree, or any instrument, contract or other agreement to which the Trust is a party or by which the Trust or any of its assets is subject or bound;

(vi) if applicable, the unaudited statement of assets and liabilities of the Target Fund as of the Closing Date, determined in accordance with generally accepted accounting principles consistently applied from the prior audited period, accurately reflects all assets and liabilities of the Target Fund as of the Closing Date;

(vii) no authorization, consent or approval of any governmental or other public body or authority or any other party is necessary (other than as contemplated in paragraph 4.1(vii)) for the execution and delivery of this Agreement by the Trust on behalf of the Target Fund or the consummation of any transactions contemplated hereby by the Trust, other than as shall be obtained at or prior to the Closing;

(viii) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Target Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof;

(ix) For each taxable year of its operation (including the taxable year ending on the Closing Date), the Target Fund:

(i) has elected to qualify, and has qualified or will qualify (in the case of the short taxable year ending on the Closing Date), for taxation as a "regulated investment company" under the Code (a "RIC"); (ii) has been eligible to compute and has computed its federal income tax under Section 852 of the Code, and on or prior to the Closing Date will have declared and paid a distribution with respect to all its investment company taxable income (determined without regard to the deduction for dividends paid), the excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code and its net capital gain (as such terms are defined in the Code) in each case that has accrued or will accrue on or prior to the Closing Date; and (iii) has been, and will be (in the case of the short taxable year ending on the Closing Date), treated as a separate corporation for U.S. federal income tax purposes;

(x) Except as otherwise disclosed in writing to the Survivor Fund, the Target Fund is in compliance in all material respects with the Internal Revenue Code (the "Code") and applicable regulations promulgated under the Code pertaining to the reporting of dividends and other distributions on and redemptions of its capital stock and has withheld in respect of dividends and other distributions and paid to the proper taxing authority all taxes required to be withheld, and is not liable for any penalties with respect to such reporting and withholding requirements;

(xi) The Target Fund has not been granted any waiver, extension or comparable consent regarding the application of the statute of limitations with respect to any taxes or tax return that is outstanding, nor has any request for such waiver or consent been made;

(xii) The Target Fund does not own any "converted property" (as that term is defined in Treasury Regulation Section 1.337(d)-7T(a)(1)) that is subject to the rules of Section 1374 of the Code as a consequence of the application of Section 337(d)(1) of the Code and Treasury Regulations thereunder;

(xiii) Except as otherwise disclosed to the Survivor Fund, the Target Fund has not previously been a party to a transaction that qualified as reorganization under Section 368(a) of the Code; and

(xiv) The Target Fund has not received written notification from any tax authority that asserts a position contrary to any of the representations in (x) through (xiii) above.

3.2 The Trust, on behalf of the Survivor Fund, hereby represents and warrants to the Target Fund as follows:

(i) the Trust is duly organized and existing under its Trust Instrument and the laws of the State of Massachusetts as a business trust with transferable shares of beneficial interest commonly referred to as a "Massachusetts business trust;"

(ii) the Trust has full power and authority to execute, deliver and carry out the terms of this Agreement on behalf of the Survivor Fund;

(iii) the execution and delivery of this Agreement on behalf of the Survivor Fund and the consummation of the transactions contemplated hereby are duly authorized and no other proceedings on the part of the Trust or the shareholders of the Survivor Fund are necessary to authorize this Agreement and the transactions contemplated hereby;

(iv) this Agreement has been duly executed by the Trust on behalf of the Survivor Fund and constitutes its valid and binding obligation, enforceable in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium and other rights affecting creditors' rights generally, and general equitable principles;

(v) neither the execution and delivery of this Agreement by the Trust on behalf of the Survivor Fund, nor the consummation by the Trust on behalf of the Survivor Fund of the transactions contemplated hereby, will conflict with, result in a breach or violation of or constitute (or with notice, lapse of time or both constitute) a breach of or default under, the Trust Instrument or the Bylaws of the Trust, as each may be amended, or any statute, regulation, order, judgment or decree, or any instrument, contract or other agreement to which the Trust is a party or by which the Trust or any of its assets is subject or bound;

(vi) the net asset value per share of a Survivor Fund Share as of the close of regular session trading on the New York Stock Exchange on the Closing Date reflects all liabilities of the Survivor Fund as of that time and date;

(vii) no authorization, consent or approval of any governmental or other public body or authority or any other party is necessary for the execution and delivery of this Agreement by the Trust on behalf of the Survivor Fund or the consummation of any transactions contemplated hereby by the Trust, other than as shall be obtained at or prior to the Closing;

(viii) On the Closing Date, all Federal and other tax returns, dividend reporting forms, and other tax-related reports of the Survivor Fund required by law to have been filed by such date (including any extensions) shall have been filed and are or will be correct in all material respects, and all Federal and other taxes shown as due or required to be shown as due on said returns and reports shall have been paid or provision shall have been made for the payment thereof; and

(ix) For each taxable year of its operation (including the taxable year that includes the Closing Date), the Survivor Fund: (i) has elected or will elect to qualify, has qualified or will qualify (in the case of the year that includes the Closing Date) and intends to continue to qualify for taxation as a RIC under the Code; (ii) has been eligible to and has computed its federal income tax under Section 852 of the Code, and will do so for the taxable year that includes the Closing Date; and (iii) has been, and will be (in the case of the taxable year that includes the Closing Date), treated as a separate corporation for U.S. federal income tax purposes.

4.  CONDITIONS PRECEDENT

4.1 The obligations of the Trust on behalf of the Target Fund and the Trust on behalf of the Survivor Fund to effectuate the Reorganization shall be subject to the satisfaction of the following conditions with respect to such Reorganization:

(i) The Trust shall have filed with the Securities and Exchange Commission (the "Commission") a proxy statement on Schedule 14A under the Securities Act of 1933, as amended (the "Securities Act") and such amendment or amendments thereto as are determined by the Board of Trustees of the Trust and/or BTWI, and the proxy statement shall have become effective, and no stop-order suspending the effectiveness of the proxy statement shall have been issued, and no proceeding for that purpose shall have been initiated or threatened by the Commission (and not withdrawn or terminated);

(ii) Survivor Fund Shares shall have been duly qualified for offering to the public in all states in which such qualification is required for consummation of the transactions contemplated hereunder;

(iii) All representations and warranties of the Trust on behalf of the Target Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if then made, and the Trust on behalf of the Survivor Fund shall have received a certificate of an officer of the Trust acting on behalf of the Target Fund to that effect in form and substance reasonably satisfactory to the Trust on behalf of the Survivor Fund;

(iv) All representations and warranties of the Trust on behalf of the Survivor Fund contained in this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing, with the same force and effect as if then made, and the Trust on behalf of the Target Fund shall have received a certificate of an officer of the Trust acting on behalf of the Target Fund to that effect in form and substance reasonably satisfactory to the Trust on behalf of the Target Fund;

(v) The Survivor Fund and Target Fund shall have received an opinion, dated as of the Closing Date, of Thompson Hine LLP, substantially to the effect that for U.S. federal income tax purposes:

(a) The Survivor Fund's acquisition of the assets of the Target Fund in exchange solely for the Survivor Fund Shares and the Survivor Fund's assumption of the liabilities of the Target Fund, followed by the Target Fund's distribution of the Survivor Fund Shares pro rata to the Target Fund's shareholders actually or constructively in exchange for their Target Fund shares in complete liquidation of the Target Fund, should qualify as a "reorganization" as defined in Section 368(a)(1) of the Code, and the Target Fund and the Survivor Fund each should be a "party to a reorganization" within the meaning of Section 368(b) of the Code.

(b) Under Section 1032(a) of the Code, no gain or loss should be recognized by the Survivor Fund upon the receipt of the assets of the Target Fund solely in exchange for the Survivor Fund Shares and the assumption by the Survivor Fund of the liabilities of the Target Fund.

(c) Under Section 361 of the Code, no gain or loss should be recognized by the Target Fund upon the transfer of the Target Fund's assets to the Survivor Fund solely in exchange for the Survivor Fund Shares and the assumption by the Survivor Fund of the liabilities of the Target Fund or upon the distribution of the Survivor Fund Shares to the Target Fund shareholders in exchange for their Target Fund shares in complete liquidation of the Target Fund.

(d) Under Section 354(a)(1) of the Code, no gain or loss should be recognized by the Target Fund shareholders upon the exchange of their Target Fund shares for the Survivor Fund Shares in complete liquidation of the Target Fund pursuant to the Reorganization.

(e) Under Section 358(a)(1) of the Code, the aggregate adjusted tax basis of the Survivor Fund Shares received by each Target Fund shareholder pursuant to the Reorganization should be the same as the aggregate adjusted tax basis of the Target Fund shares held by such shareholder immediately prior to the Reorganization.

(f) Under Section 1223(1) of the Code, the holding period of the Survivor Fund Shares received by each Target Fund shareholder in the Reorganization should include the period during which the Target Fund shares exchanged therefor were held by such shareholder (provided the Target Fund shares were held as capital assets on the date of the Reorganization).

(g) Under Section 362(b) of the Code, the adjusted tax basis of the Target Fund's assets acquired by the Survivor Fund should be the same as the adjusted tax basis of such assets to the Target Fund immediately prior to the Reorganization.

(h) Under Section 1223(2) of the Code, the holding period of the assets of the Target Fund in the hands of the Survivor Fund should include the period during which those assets were held by the Target Fund (except where the Survivor Fund's investment activities may have the effect of reducing or eliminating an asset's holding period).

(i) The Survivor Fund should succeed to and take into account the items of the Target Fund described in Section 381(c) of the Code, subject to the conditions and limitations specified in Sections 381, 382, 383 and 384 of the Code and the Treasury Regulations thereunder.

Such opinion shall be based on customary assumptions and such representations as Thompson Hine LLP reasonably may request, and the Target Fund and Survivor Fund will cooperate to make and certify the accuracy of such representations. Notwithstanding anything herein to the contrary, the Trust may not waive the condition set forth in this paragraph.

(vi) The Target Fund shall have declared and paid a dividend prior to the Closing Time, which, together with all previous dividends, will have the effect of distributing to its shareholders all of the Target Fund's investment company taxable income (within the meaning of Section 852(b)(2) of the Code, computed without regard to any deduction for dividends paid), if any, plus any excess of its interest income excludible from gross income under Section 103(a) of the Code over its deductions disallowed under Sections 265 and 171(a)(2) of the Code for all periods up to and including the Closing Date, and all of the Target Fund's net capital gain (as defined in Section 1222(11) of the Code), if any, for

the avoidance of doubt after reduction for any usable capital loss carryforwards, recognized in all periods up to and including the Closing Date; and

(vii) The shareholders of the Target Fund shall have approved this Agreement at a special meeting of its shareholders.

5.  EXPENSES

BTWI agrees that it will bear all costs and expenses of the Reorganization and transactions contemplated thereby; provided, however that the Survivor Fund and the Target Fund will each pay any brokerage commissions, dealer mark-ups and similar expenses that they may incur in connection with the purchase or sale of portfolio securities. Any transfer taxes payable upon issuance of the Survivor Fund shares in a name other than the registered holder of the Target Fund shares on the books of the Target Fund be paid by the person to whom the Survivor Fund shares are to be issued and transferred. Notwithstanding the foregoing, any other transfer taxes payable upon the issuance of the Survivor Fund shares shall be paid by the Adviser. All costs and expenses borne by BTWI hereunder shall be solely and directly related to the Reorganization contemplated by this Agreement, in accordance with the principles set forth in Revenue Ruling 73-54, 1973-1 C.B. 187. Notwithstanding any other provision of this Agreement, costs and expenses of the Reorganization will be borne by the party directly incurring such expenses if and to the extent that the payment by another person of such costs and expenses would result in the disqualification of such party as a regulated investment company within the meaning of Sections 851 and 852 of the Code or would prevent the Reorganization from qualifying as a tax-free reorganization under Section 368(a) of the Code.

6.  ENTIRE AGREEMENT

The Trust agrees on behalf of each of the Target Fund and the Survivor Fund that this Agreement constitutes the entire agreement between the parties.

7.  TERMINATION

This Agreement and the transactions contemplated hereby may be terminated and abandoned by resolution of the Board of Trustees of the Trust at any time prior to the Closing Date, if circumstances should develop that, in the opinion of the Board of Trustees of the Trust, make proceeding with the Agreement inadvisable.

8.  AMENDMENTS

This agreement may be amended, modified or supplemented in such manner as may be mutually agreed upon in writing by the parties.

9.  NOTICES

Any notice, report, statement or demand required or permitted by any provisions of this Agreement shall be in writing and shall be given by prepaid telegraph, telecopy or certified mail addressed to the parties hereto at their principal place of business.

10.  HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY

10.1 The Article and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

10.2 This Agreement may be executed in any number of counterparts each of which shall be deemed an original.

10.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Massachusetts.

10.4 This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns, but no assignment or transfer hereof or of any rights or obligations hereunder shall be made by any party without the written consent of the other party. Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement.

10.5 It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, consultants, shareholders, nominees, officers, agents or employees of the Trust personally, but shall bind only the trust property of the Trust, as provided in the Trust Instrument. The execution and delivery by such officers of the Trust shall not be deemed to have been made by any of them individually or to impose any liability on any of them personally but shall bind only the trust property of the Trust as provided in the Trust Instrument. The Trust is a series company with multiple series and has entered into this Agreement on behalf of each of the Target Fund and the Survivor Fund.

10.6 The sole remedy of a party hereto for a breach of any representation or warranty made in this Agreement by the other party shall be an election by the non-breaching party not to complete the transactions contemplated herein.

IN THE ENCLOSED REPLY ENVELOPE. YOU MAY ALSO VOTE BY TELEPHONE OR ON THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED VOTING INSTRUCTION CARD. FOR MORE INFORMATION OR ASSISTANCE WITH VOTING, PLEASE CALL 1-800-282-8782, x7050.WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date set forth above.

BOSTON TRUST WALDEN FUNDS
For and on behalf of the Survivor Fund

By:
Title:

BOSTON TRUST WALDEN FUNDS
For and on behalf of the Target Fund

By:
Title:

BOSTON TRUST WALDEN INC.

By:
Title:

EXHIBIT B

The financial highlights table is intended to help you understand each Fund's financial performance for the period of the Fund's operations. Certain information reflects financial results for a single Fund share. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the Fund (assuming reinvestment of all dividends and distributions). This information for each Fund has been derived from the financial statements audited by Cohen & Company, Ltd., the Funds' registered independent public accounting firm, whose report along with each Fund's financial statements are included in the Funds' December 31, 2019 annual report, which is available upon request.

FINANCIAL HIGHLIGHTS

Walden Small Cap Fund

Selected data for a share outstanding throughout the periods indicated.

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

^(b)  Annualized for periods less than one year.

^(c)  During the periods, certain fees were reduced. If such fee reduction had not occurred, the ratio would have been as indicated.

FINANCIAL HIGHLIGHTS

Boston Trust Walden Small Cap Fund

Selected data for a share outstanding throughout the periods indicated.