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Boston Trust Walden FundsBOSTON TRUST WALDEN FUNDS

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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 MARCH 26, 2020

To Be Held June 10, 2022

The Board of Trustees of Boston Trust Walden Funds, an open-end investment management company organized as a Massachusetts business trust (the "Trust"“Trust”), has called a special meeting of the shareholders of the Walden Small Cap FundTrust (the "Meeting"“Meeting”), a series of the Trust, to be held at the offices of Boston Trust Walden, Funds, One Beacon Street, Boston, MA 02108 on March 26, 2020June 10, 2022 at 10:00 a.m., Eastern Time, forin connection with its series, the following purposes:

1.  To approve an Agreement and Plan of Reorganization (the "Plan") providing for the transfer of substantially all of the assets of the Walden SmallBoston Trust Asset Management Fund, Boston Trust Equity Fund, Boston Trust Midcap Fund, Boston Trust SMID Cap Fund, to theBoston Trust Walden Balanced Fund, Boston Trust Walden Equity Fund, Boston Trust Walden Midcap Fund, Boston Trust Walden SMID Cap Fund, Boston Trust Walden Small Cap Fund, alsoand Boston Trust Walden International Equity Fund (each a series of“Fund” and collectively, the Trust.“Funds”) for the following purposes:

2.  To transact such other business as may properly come before the Meeting

ProposalsFunds VotingRecommendation of
the Board of Trustees
1.To elect Louis G. Hutt, Jr. and Dina A. Tantra to the Board of Trustees of the Trust.All FundsFOR

2.

To approve an amendment to each Fund’s fundamental policy regarding loans.

Each FundFOR

3.

To approve an amendment to each Fund’s fundamental policy regarding borrowing.

Each FundFOR

4.

To approve an amendment to the Fund’s fundamental policy regarding commodities.

Each FundFOR
5.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.Each FundFOR

Only shareholders of record at the close of business on February 10, 2020April 4, 2022 are entitled to notice of, and to vote at, the Meetingspecial 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 March 9, 2020.April 26, 2022.

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,meeting, please complete, datefollow the instructions provided on the Proxy Card (or voting instruction form) or Notice of Internet Availability of Proxy Materials, 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.touchtone phone, or by printing your ballot and mailing it in. Whether or not you plan to attend the Meetingmeeting in person, please vote your shares; if you attend the Meeting,meeting, you may revoke your proxy and vote your shares in person. For more information or assistance with voting, please call (800) 282-8782 (ext. 7050) and ask to speak to a member of the fund services group.(877) 478-5047.



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Boston Trust Walden Funds

One Beacon Street

Boston, MA 02108

____________

PROXY STATEMENT

____________

SPECIAL MEETING OF SHAREHOLDERS

To Be Held June 10, 2022

____________

INTRODUCTION

TO BE HELD MARCH 26, 2020

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Trustees (the "Board"“Board”) of Boston Trust Walden Funds (the "Trust"“Trust”) for use at the Special Meeting of Shareholders of Walden Small Cap Fundthe Trust (the "Meeting"“Meeting”), a series of the Trust, to be held at the offices of Boston Trust Walden, Funds, One Beacon Street, Boston, MA 02108 on March 26, 2020June 10, 2022 at 10:00 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, Boston Trust Walden Balanced Fund, Boston Trust Walden Equity Fund, Boston Trust Walden Midcap Fund, Boston Trust Walden SMID Cap Fund, Boston Trust Walden Small Cap Fund, and Boston Trust Walden International Equity Fund (each a “Fund” and collectively, the “Funds”), each a series of the Trust.

The Board called the Meeting for the following purposes:

1.  To approve an Agreement

ProposalsFunds Voting

1. 

To elect Louis G. Hutt, Jr. and Dina A. Tantra to the Board of Trustees of the Trust

All Funds

2. 

To approve an amendment to each Fund’s fundamental policy regarding loans.

Each Fund

3.

To approve an amendment to each Fund’s fundamental policy regarding borrowing.

Each Fund

4.

To approve an amendment to each Fund’s fundamental policy regarding commodities.

Each Fund
5.To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.Each Fund

The Notice of Meeting, Proxy Statement and Planaccompanying form of Reorganization (the "Plan") providingproxy will be mailed to shareholders on or about April 26, 2022.

The Meeting has been called by the Board for the transferelection of substantially all of the assets of the Walden Small Cap Fundtwo independent Trustees to the Boston Trust Walden Small Cap Fund,Board and approval of amendments to certain fundamental investment policies. The Meeting also a serieshas been called for the transaction of the Trust.

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

The Proxy Statement contains information you should know before voting on the proposed Reorganization. Please read the Proxy Statement and keep 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 the 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 of 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 the Walden Small Cap Fund; and

For a free copy of the Funds' Annual Report, please contact the Trust toll-free at (800) 282-8782, ext. 7050, at www.bostontrustwalden.com, or in writing at Boston Trust Walden Funds, One Beacon Street, 33rd Floor, Boston, MA 02108, or visit www.bostontrustwalden.com/investment-services/mutual-funds.


The Proxy Statement will be mailed on or about March 9, 2020 to Only shareholders of record at the close of business on April 4, 2022 (the “Record Date”) are entitled to notice of, and to vote at, 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 https:/www.bostontrustwalden.com/ investment-services/mutual-fund/.Meeting and any adjournments or postponements thereof. The Trust's Proxy Statement and Annual ReportsFunds are available at no chargemanaged by calling 1-800-282-8782 ext.7050.


TABLE OF CONTENTS

SUMMARY

5

The Reorganization

5

Investment Goals and Principal Investment Strategies

6

Federal Tax Consequences

7

Purchase, Exchange, Redemption, Transfer and Valuation of Shares

7

Principal Risks

7

Fees and Expenses

8

Portfolio Turnover

9

COMPARISON OF THE TARGET FUND AND SURVIVOR FUND

9

Investment Goals and Principal Investment Strategies

9

Comparison of Investment Goals and Principal Investment Strategies

10

Fundamental Investment Policies

15

Risks of the Funds

16

Performance History

18

Management of the Funds

20

Portfolio Managers

21

Other Service Providers

22

PRICING OF FUND SHARES

22

How NAV is Calculated

22

Valuing Fund Assets

22

PURCHASING FUND SHARES

22

Frequent Trading Policy

23

Distribution and Shareholder Servicing Agreements

24

Foreign Investors

24

SELLING FUND SHARES

24

Selling Shares

24

Redemption in Kind

25

Closing of Small Accounts

25

EXCHANGING FUND SHARES

25

DIVIDENDS AND DISTRIBUTIONS

25

CONSOLIDATED FINANCIAL HIGHLIGHTS

26

INFORMATION RELATING TO THE REORGANIZATION

26

Description of the Reorganization

26

Reasons for the Reorganization

27

Federal Income Taxes

28

Expenses of the Reorganization

28

Continuation of Shareholder Accounts and Plans; Share Certificates

28

OTHER INFORMATION

29

Capitalization

29

Shareholder Information

29

Security Ownership of Management

31

Voting Securities and Voting

31

Shareholder Rights and Obligations

32

Shareholder Proposals

32

Pro Forma Financial Information

32

EXHIBIT A: AGREEMENT AND PLAN OF REORGANIZATION

A-1

EXHIBIT B: FINANCIAL HIGHLIGHTS

B-1


SUMMARY

The 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"“Adviser”) is the investment adviser for, One Beacon Street, Boston, MA 02108.

Important Notice Regarding Internet Availability of Proxy Materials

This Proxy Statement is available at vote.proxyonline.com. The Trust’s Proxy Statement is available by calling (877) 478-5047.

Each Fund’s annual and semi-annual reports are available upon request, without charge, by writing to Boston Trust Walden Funds, c/o Boston Trust Walden Company, One Beacon Street, Boston, MA 02108 or calling (800) 282-8782 ext. 7050


PROPOSAL 1

ELECTION OF Trustees

In this proposal, shareholders of the Funds are being asked to elect Louis G. Hutt, Jr. and will continueDina A. Tantra (each a “Nominee” and collectively, the “Nominees”) to the Board. Each Nominee has agreed to serve ason the investment adviserBoard for an indefinite term.

Mr. Hutt and Ms. Tantra were each nominated for appointment to the Survivor Fund. Kenneth Scott isBoard by the lead portfolio manager,Nominating and Leanne Moore and Richard Williams are co-portfolio managers, for the Funds. They will serve as lead portfolio and co-portfolio managers, respectively,Governance Committee (the “Committee”) of the Survivor Fund followingBoard. The Committee consists of the Reorganization.

The Reorganization

The Reorganization. The Board, including thethree incumbent Trustees, who areeach of whom is not "interested persons"an “interested person” of the Trust as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "Independent Trustees"), on behalf of each Fund, approved the Agreement and Plan of Reorganization (the "Plan"“1940 Act”). The Plan provides that, ifEach Trustee who is not an “interested person” under the Reorganization1940 Act 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 withreferred to hereafter as 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.“Independent Trustee”.

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 atAt a meeting held on December 6, 2019. The factors consideredJune 3, 2021, the Committee reviewed five candidates for nomination for appointment to the Board, each of whom had been interviewed by all incumbent Trustees, but whose candidacy was voted on solely by the Board regardingCommittee. The Committee discussed each candidate, focusing on each candidate’s skill set and the Reorganization included, but were not limitedgaps they could fill on the previously developed skills matrix. The Committee considered characteristics and attributes that the Committee had identified as being necessary and suitable for a Trustee, including each candidate’s ability to think and act independently, his or her capacity to work in a collegial manner with the other Trustees, and his or her character and integrity. Finally, the Committee considered whether each candidate would bring a diversity of viewpoints, background and experiences to the following:Board including attributes under-represented on the Board (e.g., age, gender and racial and/or ethnic diversity).

Based on these factors, the Committee voted to recommend that Mr. Hutt and Ms. Tantra be nominated for appointment to the Board as Independent Trustees. At a subsequent Board Meeting on August 25, 2021, the Board approved the Committee’s nominations and voted to appoint Mr. Hutt and Ms. Tantra to the Board as Independent Trustees. Under the 1940 Act, two-thirds of the Board must be elected by shareholders. Currently, each of the five incumbent Trustees have been elected by shareholders. Therefore, even though Mr. Hutt and Ms. Tantra have not been elected by shareholders, the Board satisfies the “two-thirds” requirement under the 1940 Act and Mr. Hutt and Ms. Tantra can and will continue to serve in their current capacities pursuant to their appointment to the Board even if not elected by shareholders.

Information about the Nominees and the Incumbent Trustees

New Trustee Nominees

Below is information about each Nominee and the attributes that qualify each to serve as a Trustee. 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 Reorganizationinformation provided below is not expectedall-inclusive. Many Trustee attributes involve intangible elements, such as intellect, work ethic and the willingness to resultwork together, as well as the ability to communicate effectively, exercise good judgment, ask incisive questions, manage people and problems, and develop solutions. The Board does not believe any one factor is determinative in any tax consequence to Target Fund shareholders;


assessing a Nominee’s qualifications, but that the collective experience of each Nominee makes each highly qualified.

•  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 believes each Nominee possesses experiences, qualifications, and skills valuable to the Funds. Each Nominee has substantial business experience, effective leadership skills and an ability to critically review, evaluate and assess information.

In making its decision to nominate Mr. Hutt, the Committee considered Mr. Hutt’s legal, accounting and financial services background; his service on board of trustees of another registered investment company, including allhis service as Audit Committee Chair; and his views on the challenges and opportunities facing mutual funds in general and environmental, social and governance-oriented funds in particular. The Board further considered that Mr. Hutt qualified as an Audit Committee Financial Expert. The Board discussed that he is a certified public accountant and an attorney with his own CPA firm and law firm, and has over 25 years of extensive experience in financial accounting, auditing, law and business management. The Board noted that his practice concentrates on regulatory compliance, business compliance, business planning law, tax controversies and management advisory services.

With respect to Ms. Tantra, the Committee considered her extensive mutual fund industry experience, especially as it relates to board governance, risk management, operations and distribution. The Board considered that Ms. Tantra has more than 25 years of financial services industry legal and compliance experience. The Board discussed that Ms. Tantra’s experience includes leadership and management roles working with investment advisers, broker-dealers and financial products, with particular expertise in mutual fund distribution, servicing and governance. The Board noted that Ms. Tantra has held various senior leadership positions in the legal, compliance and governance areas and has experience overseeing a staff of legal, finance and compliance experts.

Additional information about Mr. Hutt and Ms. Tantra is set forth in the table below:

Name, Address
and Year of
Birth
Position(s)
Held with
the Trust
Term of
Office and
Length of
Time Served
Principal
Occupation(s) 
During the Past
five Years
Number of
Funds in the
fund
complex to
be Overseen
by Nominee
Other
Directorships
Held During
the Past five
Years

Louis G. Hutt, Jr.

One Beacon Street

Boston, MA 0210

Year of Birth: 1954

Trustee

Indefinite; Since August 2021Chief Executive Officer, The Hutt Company LLC, Certified Public Accountants, , February 1982 to present; Chief Executive Officer, The Hutt Law Firm, January 1983 to present10Brown Capital Management Fund (2014—Present)

Name, Address
and Year of
Birth
Position(s) 
Held with
the Trust
Term of
Office and
Length of
Time Served
Principal
Occupation(s) 
During the Past
five Years
Number of
Funds in the
fund
complex to
be Overseen
by Nominee
Other
Directorships
Held During
the Past five
Years

Dina A. Tantra

One Beacon Street

Boston, MA 02108

Year of Birth: 1969

TrusteeIndefinite; Since August 2021Co-Chief Executive Officer, Global Rhino, LLC (consulting firm), October 2018 to present; Chief Strategy Officer, CCO Technology, LLC (consulting and technology firm), February 2019 to present; Executive Vice President, Ultimus Fund Solutions (fund administrator), August 2017-September 2018; Managing Director, Foreside Financial Services, LLC, July 2016-August 2017.10Thornburg Income Builder Opportunities Trust, (October 2020 – Present); Advisers Investment Trust (2012 – 2017)

Incumbent Independent Trustees

The following table provides information regarding the incumbent Independent Trustees.

Name, Address
and Year of
Birth
Position(s) 
Held with
the Trust
Term of
Office and
Length of
Time Served
Principal
Occupation(s) 
During the Past
five Years
Number of
Funds in the
fund
complex
Overseen by
trustee
Other
Directorships
Held During
the Past five
Years

Diane E. Armstrong

One Beacon Street

Boston, MA 02108

Year of Birth: 1964

Trustee and Chairperson of the BoardIndefinite; Trustee since February 2005.  Chairperson since December 2021Owner, Armstrong Financial Services LLC, November 2012 to present; Advisor, Investment Partners LTD, January 2018 to December 201910None

Elizabeth E. McGeveran

One Beacon Street

Boston, MA 02108

Year of Birth: 1971

TrusteeIndefinite; Since April 2016Director of Investments, The McKnight Foundation, September 2019 to present; Director of Impact Investing, September 2014 to September 201910None

Michael M. Van Buskirk

One Beacon Street

Boston, MA 02108

Year of Birth: 1947

TrusteeIndefinite; Trustee since August 1992. Chairperson,  2006-2021Retired since 201410

Advisers Investment Trust (2011 – Present)


Incumbent Interested Trustees and Officers of the IndependentTrust

The following table provides information about the incumbent Interested Trustees concluded, based upon these factors and determinations summarized above, that completionOfficers of the Reorganization isTrust:

Name, Address
and Year of
Birth
Position(s) 
Held with
the Trust
Term of
Office
and
Length of
Time
Served
Principal
Occupation(s) 
During the Past
five Years
Number of
Funds in the
fund
complex
Overseen by
trustee
Other
Directorships
Held
During the
Past five
Years

Lucia B. Santini*

One Beacon Street

Boston, MA 0210

Year of Birth: 1958

Trustee and President

Indefinite; Since June 2011President, Boston Trust Walden Inc., January 2017 to present, Managing Director, February 2001 to December 2016; Managing Director, Boston Trust Walden Company (bank trust company), November 1993 to present10None

Heidi Soumerai*

One Beacon Street

Boston, MA 02108

Year of Birth: 1957

TrusteeIndefinite; Since May  2013Managing Director and Director of ESG Research, Boston Trust Walden Company, August 2004 to December 2021; Research Analyst, Boston Trust Walden Company, January 1985 to December 202110None

Jennifer Ellis

One Beacon Street

Boston, MA 02108

Year of Birth: 1972

TreasurerIndefinite; Since May 2011Director of Finance/Treasurer, Boston Trust Walden Company, May 2011 to presentNANA

Jennifer English

One Post Office Square, Suite 3710

Boston, MA 02109

Year of Birth: 1972

SecretaryIndefinite; Since February 2022Senior Vice President, Citi Fund Services Ohio, Inc., March 2005 to presentNANA

Amy E. Siefer

4400 Easton Commons, Suite 200

Columbus, OH 43219

Year of Birth: 1977

Chief Compliance Officer and AML OfficerIndefinite; Since February 2018Vice President, Citi Fund Services Ohio, Inc., May 2012 to presentNANA

* Ms. Santini and Ms. Soumerai are considered “interested persons” of the Trust as defined in the 1940 Act due to their employment with the Adviser.

Incumbent Trustee Qualifications

Below are summaries of the qualifications of the incumbent Trustees, each of whom have been previously elected by shareholders. The Board has concluded that each of these Trustees should continue serving on the Board because of his 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 Fund and that the interestsTrustee, as described below, qualify them to serve as a Trustee of the Target FundTrust.

Ms. Armstrong is the owner of a financial consulting firm. Ms. Armstrong has served on the Board since 2005 and Survivor Fund shareholders will not be diluted as a resultis Chairperson of the Reorganization.Board. She is a certified public accountant and a certified financial planner® practitioner. Ms. Armstrong brings investment, auditing, budgeting and financial reporting skills to the Board and her investment management background provides important insights into the needs of Fund shareholders. Ms. Armstrong has been designated by the Board as an “Audit Committee financial expert”.

Investment Goals

Ms. McGeveran was appointed to the Board in 2016 and Principal Investment Strategies

The Funds have identical investment goals and investment strategies. See "Comparisonelected by shareholders on July 7, 2016. She is the Chairwoman of the Target FundNominating and Governance Committee. Since 2019, Ms. McGeveran has served as the Director of Investments 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, and contributing to a thriving, sustainable Minnesota. From 2014-2019, she served in a similar capacity as the Director of Impact Investing for The McKnight Foundation.

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

Ms. Soumerai was elected to the Board on May 24, 2013. Ms. Soumerai was a Managing Director and a Senior Environmental, Social, and Governance (ESG) Advisor for Boston Trust Walden Company, the parent company of the Adviser until her retirement in December 2021. She had over three decades of experience managing the firm's ESG initiatives and advised the firm’s ESG team on ESG research and active ownership efforts. Ms. Soumerai currently serves in a consulting role with Boston Trust Walden Company.

Mr. Van Buskirk has been a Trustee since 1992 and served as Chairperson of the Board from 2006-2021. Mr. Van Buskirk was the President and Chief Executive Officer of the Ohio Bankers League, a financial trade association, and formerly served as senior executive of a major financial services company. Mr. Van Buskirk has deep knowledge of the Trust and its service providers, the creation and distribution of financial products and the Survivor Fund — Comparison of Investment Goalsregulatory framework under which the Trust operates.

Ms. Soumerai and Principal Investment Strategies" below.Mr. Van Buskirk have announced their intention to retire from the Board in 2022.

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 compositionTrustee Ownership of the Russell 2000® Index can changeTrust

Some of the market capitalizationTrustees own shares of the Trust. The following table shows the dollar range of the companies included in the index. Asshares beneficially owned by each Nominee and each incumbent Trustee as of December 31, 2019,2021.


Name of Trustee
or Nominee
Dollar Range of Equity
Securities in the funds2
Aggregate Dollar Range1 of Equity
Securities in All Registered
Investment Companies Overseen or
to be Overseen by Incumbent
Trustee or Nominee in Family of
Investment Companies
Lucia B. Santini

BTBFX—over $100,000

WSEFX—over $100,000

WIEFX—over $100,000

Over $100,000
Heidi Soumerai

BTBFX—over $100,000

WAMFX—$10,001-$50,000

WSEFX—over $100,000

BOSOX—over $100,000

Over $100,000
Diane E. ArmstrongBTBFX—over $100,000Over $100,000
Louis G. Hutt, Jr.NoneNone
Elizabeth E. McGeveran

BOSOX—$10,001-$50,000

WSBFX—$10,001-$50,000

$10,001-$50,000
Dina A. TantraBOSOX—$50,001-$100,000$50,001-$100,000
Michael M. Van Buskirk

BTBFX—$50,001-$100,000

BTMFX—over $100,000

WASMX—over $100,000

WIEFX—$50,001-$100,000

BOSOX—over $100,000

Over $100,000

1 Ownership disclosure is made using the market capitalization range offollowing ranges: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000 and over $100,000.

2 The following Funds are referred to in the Russell 2000® Index was between $16 milliontable above by their ticker symbol: Boston Trust Asset Management Fund (BTBFX), Boston Trust Midcap Fund (BTMFX), Boston Trust Walden Balanced Fund (WSBFX), Boston Trust Walden Equity Fund (WSEFX), Boston Trust Walden Midcap Fund (WAMFX), Boston Trust Walden SMID Cap Fund (WASMX), Boston Trust Walden Small Cap Fund (BOSOX) and $27.2 billion.Boston Trust Walden International Equity Fund (WIEFX).

Trustee Compensation

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as partfollowing table sets forth information regarding compensation 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 informed 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 "Code"). Accordingly, no gain or loss is expected to be recognizedTrustees 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 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. 2021.

Name of trusteeAggregate
Compensation
from the Funds
for Service to the
Trust
Pension or
Retirement
Benefits
Accrued as
Part of Fund
Expenses
Estimated
Annual
Benefits Upon
Retirement
Total
Compensation
from the fund
and fund
complex paid
to the
trustees*
Diane E. Armstrong$51,240$0$0$51,240
Louis G. Hutt, Jr.$11,688$0$0$11,688
Elizabeth E. McGeveran$44,735$0$0$44,735
Dina A. Tantra$11,688$0$0$11,688
Michael M. Van Buskirk$50,305$0$0$50,305
Lucia B. Santini*$0$0$0$0
Heidi Soumerai*$0$0$0$0

*As interested Trustees, Ms. Santini and Ms. Soumerai received no compensation.

Leadership Structure and Board

The "Survivor Fund After Reorganization" columns show expensesBoard has general oversight responsibility with respect to the business and affairs of the Survivor FundTrust and the Funds. The Board has engaged service providers to manage and/or administer the day-to-


day operations of the Funds and is responsible for overseeing such service providers. The Trustees also have engaged legal counsel (who is also legal counsel to the Trust) that is independent of the Adviser or its affiliates to advise them on matters relating to their responsibilities in connection with the Trust. In addition to four regularly scheduled meetings per year, the Board holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting. The Board is currently composed of seven Trustees, five of whom are Independent Trustees. The Chairperson of the Board is an Independent Trustee. The Chairperson’s responsibilities include, among other things, scheduling Board meetings, setting and prioritizing Board meeting agendas, serving as ifa point person for the Reorganization had occurredexchange of information between management and the Board, coordinating communications among the Trustees, and ensuring that the Board receives reports from management on essential matters. The Trustees as a whole, and the last day ofIndependent Trustees separately, meet in executive session on a quarterly basis with fund counsel and the Trust’s Chief Compliance Officer. On an annual basis, the Board conducts a self-assessment and evaluates its structure. During the fiscal year ended December 31, 2019. Please keep2021, the Board met four times. All Trustees were present at each meeting.

Board Oversight of Risk

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

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

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

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

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

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

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

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


8.Review by the Chief Compliance Officer of the adequacy of the Trust’s compliance policies and procedures and the effectiveness of their implementation.

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

Board Committees

The Board has established an Audit Committee and a Nominating and Governance Committee to assist it in mindperforming its oversight function. The Audit Committee, composed entirely of Independent Trustees, oversees the Trust’s accounting and financial reporting policies and practices and the quality and objectivity of the Trust’s financial statements and the independent audit thereof. The Audit Committee generally is responsible for (i) overseeing and monitoring the Trust’s internal accounting and control structure, its auditing function and its financial reporting process; (ii) recommending to the Board the appointment, retention or termination of the Trust’s independent registered public accounting firm; (iii) evaluating the independence of the Trust’s independent registered public accounting firm and reviewing the auditor’s disclosures and representations with respect to its independence; (iv)  reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities; (v) overseeing the work of the Trust’s independent registered public accounting firm, and resolving disagreements, if any, between the independent registered public accounting firm and management regarding financial reporting; (vi) pre-approving all auditing services and permissible non-auditing services to be provided to the Trust by the independent registered public accounting firm and pre-approving the independent registered public accounting firm’s engagement for non-audit services to the Trust-related entities where such services relate directly to the operations and financial reporting of the Trust; and (vii) considering such other matters as it may deem appropriate in carrying out the above responsibilities and any other matters that may be assigned to it by the Board. The Audit Committee met twice during the last fiscal year.

The Nominating and Governance Committee is also comprised solely of Independent Trustees. The Nominating and Governance Committee (i) evaluates the qualifications of candidates for Board membership and with respect to Independent Trustee nominees, evaluates their independence from the Trust’s investment adviser and other principal service providers; (ii), makes nominations for Independent Trustee membership on the Board; (iii) periodically reviews the composition of the Board to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board; and (iv) periodically reviews Trustee compensation and recommends any appropriate changes to the full Board. The Nominating and Governance Committee does not consider nominees recommended by shareholders. The Nominating and Governance Committee reviews the composition of the Board and reviews Trustee compensation periodically to recommend appropriate changes to the full Board. During the last fiscal year, the Nominating Committee held five meetings. The Nominating and Governance Committee operates pursuant to a charter, a copy of which is included in the Appendix.

The Board has determined that leadership by an Independent Trustee and a committee structure that is led by Independent Trustees is appropriate for the Trust and allows the Board to effectively


and efficiently evaluate issues that impact the Trust as a whole, as well as issues that are unique to each Fund.

The Board, including the Independent Trustees, unanimously recommends that shareholders of each Fund vote “FOR” the approval of Proposal 1.

PROPOSALS 2 – 4

approve amendments to

certain fundamental policies of each fund

The Funds are subject to a number of “fundamental” policies. Many of these fundamental policies were adopted to comply with federal or state laws, interpretations of the staff of the Securities and Exchange Commission (“SEC”), or in response to regulatory, business or industry conditions that existed at the time the Funds were created. Since adoption of the policies, certain legal and regulatory requirements applicable to investment companies have changed. As a result, the Funds are now subject to a number of fundamental policies that: (i) are more restrictive than those required under present federal law or (ii) no longer reflect SEC staff interpretations. The Board and the Adviser believe that removing outdated restrictions tied to previous SEC interpretations or regulations will give the Adviser the flexibility to respond to market, industry, regulatory or technical changes and to better manage Fund assets in a changing market conditions, total asset levels, and other factors, expenses at any time duringinvestment environment.

Under the current fiscal year1940 Act, a fundamental policy may be significantly different from those shown.

Shareholder Fees (fees paid directly from your investment):

Target Fund

Survivor Fund

Survivor Fund
After
Reorganization
Maximum Sales Charge (Load) Imposed
on Purchases (as a % of offering price)

None

None

None

Maximum Deferred Sales Charge (Load)
(as a % of the lower of original purchase
price)

None

None

None

Annual Fund Operating Expenses (expenseschanged or eliminated only with shareholder approval. Therefore, the Board is recommending that you pay each year as a percentageshareholders approve the amendment of certain investment restrictions to be consistent with current statutory and regulatory requirements. The proposed fundamental policies cover only certain areas for which the value of your investment):

  

Target Fund

 

Survivor Fund

 Survivor Fund
After Proposed
Reorganization
 

Management Fees

  

0.75

%

  

0.75

%

  

0.75

%

 
Distribution and/or Service (12b-1)
Fees
  

None

   

None

   

None

  

Other expenses

  

0.29

%

  

0.32

%

  

0.29

%

 

Total Annual Fund Operating Expenses

  

1.04

%

  

1.07

%

  

1.04

%

 

Fee Waiver(1)

  

(0.04

)%

  

(0.07

)%

  

(0.04

)%

 
Total Annual Fund Operating Expenses
After Fee Waiver
  

1.00

%

  

1.00

%

  

1.00

%

 

(1)  The Adviser has entered into an Expense Limitation Agreement with each Fund to reduce fees payable to the Adviser and/or reimburse1940 Act requires the Funds to limithave fundamental policies, and will not affect any Fund’s investment objective or its current principal investment strategies. Although the Total Fund Operating Expenses of each Fundproposed amendments may give some Funds greater flexibility 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 underlyingrespond to possible future 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 byopportunities, the Board of Trusteesand the Adviser at anythis 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 assumesdo not anticipate 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:

  

1 Year

 

3 Years

 

5 Years

 

10 Years

 

Target Fund

 

$

102

  

$

327

  

$

570

  

$

1,267

  

Survivor Fund

 

$

102

  

$

333

  

$

583

  

$

1,299

  
Survivor Fund After
Proposed Reorganization
 

$

102

  

$

327

  

$

570

  

$

1,267

  

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 expenseschanges, individually or in the example, affectaggregate, will result in a Fund's performance. Duringmaterial change in the most recent fiscal year, the Target Fund's portfolio turnover rate was 22.88%current level 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.investment risk associated with an investment in a Fund.

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 comparesare subject to order from the investment goals and principal investment strategies ofSEC dated December 2, 2016 (Rel. No. 32377) (the “Order”) permitting the two Funds:

Target Fund

Survivor Fund

Investment Goal

Investment Goal

Seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies.

Seeks long-term capital growth through an actively managed portfolio of stocks of small capitalization ("small cap") companies.

Principal Investment Strategies

Principal Investment Strategies

General

General

The Adviser's strategy consists of constructing actively managed, broadly diversified portfolios of reasonably valued securities of higher quality companies and issuers. The Fund is subjectFunds to environmental, social, and governance (ESG) guidelines. The Adviser's investment process includes security selection and portfolio construction.

The Adviser's strategy consists of constructing actively managed, broadly diversified portfolios of reasonably valued securities of higher quality companies and issuers. The Fund is subject to environmental, social, and governance (ESG) guidelines. The Adviser's investment process includes security selection and portfolio construction.

80% Investment Policy

80% Investment Policy

Under normal circumstances, at least 80% of its assets in a diversified portfolio of domestic equity securities of small cap companies.

Under normal circumstances, at least 80% of its assets in a diversified portfolio of domestic equity securities of small cap companies.

Security Selection

Security Selection

Buy Discipline

Buy Discipline

Equity: Through a comprehensive research process, the Adviser seeks to identify and invest in stocks of higher quality companies at reasonable prices. Higher quality companies are those judged to have strong and stable returns on capital and cash flow generation, effective and disciplined capital management, prudent capital structure, and financial statements that indicate economic success. High quality companies generally have more sustainable business models. Among the indicators of business models judged to be more sustainable are distinct products or services, strong competitive position, and market leadership. The Adviser also evaluates a company's ESG performance and incorporates its determination of potential financial materiality related to such performance under various economic and business scenarios. The Adviser assesses valuation relative to fundamentals, history, peers, and prospects, and seeks to avoid investments in companies that cannot be reasonably expected to grow at the rate of growth implied by their stock prices.Equity: Through a comprehensive research process, the Adviser seeks to identify and invest in stocks of higher quality companies at reasonable prices. Higher quality companies are those judged to have strong and stable returns on capital and cash flow generation, effective and disciplined capital management, prudent capital structure, and financial statements that indicate economic success. High quality companies generally have more sustainable business models. Among the indicators of business models judged to be more sustainable are distinct products or services, strong competitive position, and market leadership. The Adviser also evaluates a company's ESG performance and incorporates its determination of potential financial materiality related to such performance under various economic and business scenarios. The Adviser assesses valuation relative to fundamentals, history, peers, and prospects, and seeks to avoid investments in companies that cannot be reasonably expected to grow at the rate of growth implied by their stock prices.

Target Fund

Survivor Fund

Fixed Income: Fixed income holdings are generally those issued by either the US government and its agencies, or investment-grade securities of higher quality US corporations. The Adviser seeks to add value through various avenues of active management, including: duration management (judgments relating to the sensitivity of bonds to changes in interest rates), yield curve strategies (judgments regarding the future shape of the yield curve, and differential of short vs. long-term interest rates), segment composition (judgments related to the interest rate spread or premium afforded to various segments of the fixed income investment universe, including government, government agency, and corporate bonds), and individual security selection.Fixed Income: Fixed income holdings are generally those issued by either the US government and its agencies, or investment-grade securities of higher quality US corporations. The Adviser seeks to add value through various avenues of active management, including: duration management (judgments relating to the sensitivity of bonds to changes in interest rates), yield curve strategies (judgments regarding the future shape of the yield curve, and differential of short vs. long-term interest rates), segment composition (judgments related to the interest rate spread or premium afforded to various segments of the fixed income investment universe, including government, government agency, and corporate bonds), and individual security selection.

Sell Discipline

Sell Discipline

The Adviser regularly monitors the Fund's holdings, evaluating new information relative to the original investment thesis. The Adviser may sell a security when circumstances prompting the initial investment have changed significantly, including the company's fundamentals, valuation, or ESG performance, or when the Adviser determines that there are more attractive alternatives.

The Adviser regularly monitors the Fund's holdings, evaluating new information relative to the original investment thesis. The Adviser may sell a security when circumstances prompting the initial investment have changed significantly, including the company's fundamentals, valuation, or ESG performance, or when the Adviser determines that there are more attractive alternatives.

Portfolio Construction

Portfolio Construction

The Fund's portfolio is constructed in accordance with its own investment goals; however, the Fund adheres to the following guidelines:

The Fund's portfolio is constructed in accordance with its own investment goals; however, the Fund adheres to the following guidelines:

• The Fund's equity holdings are broadly diversified across economic sectors, and when applicable, geographies;

• The Fund's equity holdings are broadly diversified across economic sectors, and when applicable, geographies;


Target Fund

Survivor Fund

• In the aggregate, the Fund's equity holdings have financial characteristics the Adviser judges to be higher quality than its investment universe. Financial characteristics such as leverage ratios, returns on equity and invested capital, are important considerations in the Adviser's determination of the risk profile of a company. Higher quality financial characteristics refers to the transparency, consistency, accuracy and integrity over time of the financial statements;

• In the aggregate, the Fund's equity holdings have financial characteristics the Adviser judges to be higher quality than its investment universe. Financial characteristics such as leverage ratios, returns on equity and invested capital, are important considerations in the Adviser's determination of the risk profile of a company. Higher quality financial characteristics refers to the transparency, consistency, accuracy and integrity over time of the financial statements;

• In the aggregate, the Fund's equity holdings have valuation characteristics the Adviser judges to be comparable or more attractive than its investment universe. Key valuation characteristics include price to earnings ratio, earnings per share and free cash flow or free cash flow per share.

• In the aggregate, the Fund's equity holdings have valuation characteristics the Adviser judges to be comparable or more attractive than its investment universe. Key valuation characteristics include price to earnings ratio, earnings per share and free cash flow or free cash flow per share.

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

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

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

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

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

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

• may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

• may invest in the securities of foreign issuers, including issuers in emerging markets, and may acquire sponsored and unsponsored American Depositary Receipts and European Depositary Receipts

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

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

• may invest in other investment companies; and

• may invest in other investment companies; and

• may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants.

• may invest in preferred stocks, securities convertible or exchangeable into common stocks and warrants.


Target Fund

Survivor Fund

Benchmark Index

Benchmark Index

Russell 2000®. The Russell 2000® consists of the smallest 2,000 companies in the Russell 3000® Index (which represents approximately 98% of the investable U.S. equity market). The index is an unmanaged index generally considered as the premier of small capitalization stocks.

Russell 2000®. Russell 2000® consists of the smallest 2,000 companies in the Russell 3000® Index (which represents approximately 98% of the investable U.S. equity market). The index is an unmanaged index generally considered as the premier of small capitalization stocks.

ESG Guidelines

ESG Guidelines

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles — information that would impact the judgment of an informed 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. The Fund is subject to 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). The specific products and services include:

The Adviser evaluates financially material environmental, social, and governance (ESG) factors as part of the investment decision-making process for the Fund. The Adviser considers financial materiality as it is understood in generally accepted accounting principles — information that would impact the judgment of an informed 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. The Fund is subject to 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). The specific products and services include:

• Alcohol production

• Alcohol production

• Coal mining

• Coal mining

• Factory farming

• Factory farming

• Gaming

• Gaming

• Handguns

• Handguns

• Nuclear power fuel cycle

• Nuclear power fuel cycle

• Prison operations

• Prison operations

• Tobacco manufacturing

• Tobacco manufacturing

• Weapons systems

• Weapons systems


Target Fund

Survivor Fund

The Adviser also exercises its full discretion in evaluating the overall performance of each company, relative to ESG guidelines, assessing its impact on stakeholders, performance over time (relative to peers and established goals), and transparency. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas.

The Adviser also exercises its full discretion in evaluating the overall performance of each company, relative to ESG guidelines, assessing its impact on stakeholders, performance over time (relative to peers and established goals), and transparency. The Adviser reviews five broad areas: products and services; environmental impact; workplace conditions; community impact; and corporate governance. The Fund may avoid companies it judges to have substandard performance in one or more of these areas.

Active Ownership Guidelines

Active Ownership Guidelines

The Adviser utilizes active ownership to encourage more sustainable business 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 and sponsorship of shareholder resolutions, and public policy advocacy:

The Adviser utilizes active ownership to encourage more sustainable business 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 and sponsorship of shareholder resolutions, and public policy advocacy:

• Proxy Voting: The Funds' proxy voting policies and guidelines generally support greater corporate accountability and improved policies and performance on key ESG parameters.

• Proxy Voting: The Funds' proxy voting policies and guidelines generally support greater corporate accountability and improved policies and performance on key ESG parameters.

• Company Engagement: The Adviser, on behalf of the Funds, may actively pursue company dialogues and shareholder resolutions to encourage more sustainable business practices. Areas of focus include climate change, workplace policies and practices, workforce and board diversity, corporate governance practices, and ESG disclosure.

• Company Engagement: The Adviser, on behalf of the Funds, may actively pursue company dialogues and shareholder resolutions to encourage more sustainable business practices. Areas of focus include climate change, workplace policies and practices, workforce and board diversity, corporate governance practices, and ESG disclosure.

• Public Policy: Public policy advocacy complements company-specific engagement efforts and broadens the scope of Fund shareholders' impact.

• Public Policy: Public policy advocacy complements company-specific engagement efforts and broadens the scope of Fund shareholders' impact.

The Adviser has sole discretion regarding the interpretation and implementation of the Funds' ESG and active ownership guidelines. The Funds' guidelines are subject to change without shareholder approval. Additionally, the Funds may occasionally hold a security that does not meet these guidelines for the primary purpose of company engagement. Such holdings will be limited to a maximum of 1% of total assets.

The Adviser has sole discretion regarding the interpretation and implementation of the Funds' ESG and active ownership guidelines. The Funds' guidelines are subject to change without shareholder approval. Additionally, the Funds may occasionally hold a security that does not meet these guidelines for the primary purpose of company engagement. Such holdings will be limited to a maximum of 1% of total assets.


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 the Trust'san interfund lending program, which permitsfacility (the “Facility”). The Order allows the Target FundFunds to use the Facility to directly lend to and borrow money from another series of the Trusteach other for temporary purposes, such as whenprovided that the cash positionloans are made in accordance with the terms and conditions set forth in the Order. The primary purpose of the Facility is to enable the Funds pay redemptions orders without selling portfolio securities. In 2016, shareholders of all Funds, except the Boston Trust Walden Small Cap Fund, approved amendments to their fundamental policies regarding loans and borrowing seriesthat allowed them to rely on the Order to participate in the Facility. As result of this change, all Funds except the Boston Trust Walden Small Cap Fund may 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, all Funds, except the Boston Trust Walden Small Cap Fund, have the opportunity 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 than would be available from such short-term investments; and (iii) improve their liquidity. If Boston Trust Walden Small Cap Fund’s shareholders approve of


Proposals 2 and 3, Boston Trust Walden Small Cap Fund anticipates participating in interfund lending, which will permit it to realize the cost savings, investment returns and improved liquidity enjoyed by the other Funds in the Trust.

Shareholders in each Fund will vote separately on Proposals 2 through 4. If Proposals 2 through 4 are approved by the shareholders of a Fund, the changes will be effective for that Fund as of the date that shareholders are notified that the changes will be made through either (i) a supplement to the prospectus and/or Statement of Additional Information (“SAI”) or (ii) revisions to such documents at the time of the annual update to the Fund’s registration statement. Neither the Board nor the Adviser know of any contest or dispute as to the actions to be taken under Proposals 2 through 4. If shareholders of a Fund fail to approve any of Proposals 2 through 4, none of the changes contemplated by the Proposals will be effective for that Fund. The Board unanimously recommends a vote “FOR” approving Proposals 2 through 4 for each Fund.

PROPOSAL 2

Approval of an Amendment to Each Fund’s

Fundamental Policy Regarding Loans

Under the 1940 Act, an investment company must describe, and designate as fundamental, its policy with respect to making loans. In addition to a loan of cash, the term “loan” may, under certain circumstances, be deemed to include certain transactions and investment-related practices. Among those transactions and practices are the lending of portfolio securities, the purchase of certain debt instruments and the entering into of repurchase agreements.

The Boston Trust Walden Small Cap Fund’s current fundamental policy regarding loans is insufficient to meet temporary cash requirements. as follows:

The Surviving Fund however, may not lend moneymake loans to or borrow from another series. Neitherothers, except (a) through the Adviser norpurchase of debt securities, (b) by investing in repurchase agreements and (c) by loaning portfolio securities.

For all other Funds, the Trustees believe thiscurrent fundamental policy differenceregarding loans is material. as follows:

The Trustees believe interfund lending benefits both the lending fund and the borrowing fund in the form of a more favorable rate of interest than a lending fund or borrowing fund would otherwise receive or pay, respectively. However, the Trust uses other equally effective means of managing redemptions in the Surviving Fund, such as redemptions-in-kind. Both interfund lending and redemption in-kind allow the Funds to avoid selling portfolio securities to finance redemptions. Below is a comparison of each Fund's fundamental investment policies.

The Target Fund may not:

1.  

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

2.  Borrow money,

The proposed amendment to the fundamental policy regarding loans for all Funds is as follows:

The Funds may not:

Make loans except to the extent consistent with the 1940 Act and the rules and regulations thereunder, or as may otherwise be permitted by the SEC or its staff


pursuant to order or interpretation, or as may be permitted by other regulatory authorities with appropriate jurisdiction.

The proposed amendment harmonizes the fundamental investment restriction regarding loans for all Funds. In addition, with respect to the Boston Trust Walden Small Cap Fund, the proposed amendment permits interfund lending in accordance with the terms and conditions of the Order, which imposes specific limitation on the duration, rates and amounts of loans made under the Facility that are designed to reduce the risk of making such loans and provide more favorable interest rates than would otherwise be available.

The proposed amendment also provides the Trust with flexibility to modify its policies to keep pace with or take advantage of future regulatory or market developments within the bounds permissible by the SEC or relevant authorities. Currently, the 1940 Act and SEC staff interpretations permit a Fund may borrow money (a) from a bank or from another fund of the Trust, provided that immediately after such borrowing, the aggregate amount of all borrowings does not exceedto lend up to 33 1/3% of its total assets. The staff of the Fund'sSEC currently does not apply this limitation to purchases of debt securities and repurchase agreements, or to acquisitions of loans, loan participations or other forms of debt instruments. Should the law or interpretations of the law change, the amended fundamental policy regarding loans would not become outdated, thereby obviating the need to call another special meeting of shareholders. The Trust undertakes to update its disclosure of the law’s current requirements and SEC staff interpretations in the SAI.

The adoption of the proposed amendment is not anticipated to introduce additional material risk to any Fund or to affect the ways the Funds are managed.

The Board, including the Independent Trustees, unanimously recommends that shareholders of each Fund vote “FOR” the approval of Proposal 2.

PROPOSAL 3

Approval of an Amendment to Each Fund’s

Fundamental Policy Regarding Borrowing

The 1940 Act imposes certain fundamental limitations on the borrowing activities of investment companies. Borrowing limitations are generally designed to protect shareholders and their investments by restricting an investment company’s ability to subject its assets to the claims of creditors that, under certain circumstances, might have a claim to a fund’s assets that would take precedence over the claims of shareholders upon redemption or liquidation.

Under the 1940 Act, an open-end investment company may borrow up to 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings), or (b) from a bank or other personbanks and may borrow up to an additional 5% of its total assets for temporary purposes only, provided that suchfrom any other person. Generally, a loan is considered temporary borrowings areif it is repaid within 60 days. Funds typically borrow money to meet redemptions or for other short-term cash needs in an amount not exceeding 5%order to avoid forced, unplanned sales of the Fund's total assets at the time theportfolio securities. This technique


affords a fund greater flexibility by allowing its investment manager to buy and sell portfolio securities primarily for investment or tax considerations, rather than for cash flow considerations.

The Boston Trust Walden Small Cap Fund’s current fundamental policy regarding borrowing is made. This limitation does not preclude a Fund from entering into reverse repurchase agreements.as follows:

The Survivor Fund may not:

1.  Make loans to others, except (a) through the purchase of debt securities, (b) by investing in repurchase agreements and (c) by loaning portfolio securities.

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

Neither Fund may:

1.  Underwrite securities ofFor all other issuers,Funds, the current fundamental policy regarding borrowing is as follows:

The Funds may not:

Borrow money, except to the extent that a Fund may be deemed an underwriter underborrow money (a) from a bank or from another fund of the Securities ActTrust, provided that immediately after such borrowing, the aggregate amount of 1933 by virtueall borrowings does not exceed 33 1/3% of disposing of portfolio securitiesthe Fund’s total assets (including the amount borrowed) less liabilities (other than borrowings), or when selling its own shares.

2.  Purchase or sell real estate unless acquired as(b) from a result of ownership of securitiesbank or other instruments.person for temporary purposes only, provided that such temporary borrowings are in an amount not exceeding 5% of the Fund’s total assets at the time the borrowing is made. This limitation is not applicable to investments in marketable securities that are secured by or represent interests in real estate.


This limitation also does not preclude a Fund from investingentering into reverse repurchase agreements.

The proposed amendment to the fundamental policy regarding borrowing for all Funds is as follows:

The Funds may not:

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

The proposed amendment harmonizes the fundamental policy regarding borrowing for all funds. With respect to the Boston Trust Walden Small Cap Fund, the proposed amendment permits borrowing under the interfund lending program in mortgage-related securitiesaccordance with the terms and conditions of the Order. Those terms and conditions impose specific limitations on the duration, rates and amounts of loans made under the Facility that are designed to reduce the risk of borrowing and provide more favorable interest rates than would otherwise be available. For all other Funds, because their current fundamental policies are consistent with the requirements of the 1940 Act, the differences between the proposed amendment and those Funds’ current fundamental policies are only semantic.

The proposed amendment provides the Trust with flexibility to modify its policies to keep pace with or investing in companies engagedtake advantage of future regulatory or market developments within the bounds permissible


by the SEC or relevant authorities. Should the law or interpretations of the law change, the amended fundamental policy regarding borrowing would not become outdated, thereby obviating the need to call another special meeting of shareholders. The Trust undertakes to update its disclosure of the law’s current requirements and SEC staff interpretations in the real estate businessSAI.

The adoption of the proposed amendment is not anticipated to introduce additional material risk to any Fund or to affect the ways the Funds are managed.

The Board, including the Independent Trustees, unanimously recommends that haveshareholders of each Fund vote “FOR” the approval of Proposal 3.

PROPOSAL 4

Approval of an Amendment to Each Fund’s

Fundamental Policy Regarding Commodities

Under the 1940 Act, an investment company’s policy relating to the purchase and sale of commodities must be fundamental. Under the federal securities and commodities laws, certain financial instruments such as futures contracts and options thereon, including currency futures, stock index futures or interest rate futures, are considered to be commodities under certain circumstances. Funds typically invest in futures contracts and related options on these and other types of commodity contracts for hedging purposes, to implement a significant portion of their assets in real estate, including real estatetax or cash management strategy, or to enhance investment trusts.returns.

3.  

The Funds’ fundamental investment restriction regarding commodities is as follows:

The Funds may not:

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

4.  

The proposed amendment to the fundamental policy regarding commodities for all Funds is as follows:

The Funds may not:

Invest more than 25% ofin commodities except to the value of its net assets inextent consistent with the securities of companies engaged in any particular industry1940 Act and the rules and regulations thereunder, or group of industries, except as may otherwise be permitted by the SEC. This restriction does not applySEC or its staff


pursuant to investments in securities issuedorder or guaranteed by the U.S. governmentinterpretation, or any of its agencies or instrumentalities or repurchase agreements secured thereby.

5.  Will not issue senior securities. This limitation is not applicable to activities thatas may be deemed to involvepermitted by other regulatory authorities with appropriate jurisdiction.

Because the issuance or sale of a senior security by a Fund, provided that the Fund's engagement in such activitiescurrent fundamental policy is consistent with or permitted bythe requirements of the 1940 Act, the rulesdifference between the proposed amendment and regulations promulgated thereunderthe current fundamental policy is only semantic. Nevertheless, the proposed amendment provides the Trust with flexibility to modify its policies to keep pace with or take advantage of future regulatory or market developments within the bounds permissible by the SEC or relevant authorities. Should the law or interpretations of the SEC orlaw change, amended fundamental policy regarding commodities would not become outdated, thereby obviating the need to call another special meeting of shareholders. The Trust undertakes to update its staff.

6.  Purchase the securities of any issuer, if as a result more than 5%disclosure of the total assets of the Funds would be investedlaw’s current requirements and SEC staff interpretations in the securitiesSAI.

The Board, including the Independent Trustees, unanimously recommends that shareholders of that issuer, other than obligationseach Fund vote “FOR” the approval of the U.S. Government, its agencies or instrumentalities, provided that up to 25% of the value of the Funds' assets may be invested without regard to this limitation.Proposal 4.

Risks of the Funds

The following principal and non-principal investment risks apply to each Fund:OTHER INFORMATION

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

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


Small 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.OPERATION OF THE FUNDS

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 Adviser's judgments about the attractiveness, value, and potential appreciation of a particular asset class or individual security in which the Fund invest 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.

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. TheEach Fund is not required to hedge their foreign currency risk, although it may do so through foreign currency exchange contracts and other methods. Therefore, to the extent the Fund does not hedge its foreign currency risk, or the hedges are ineffective, the valuea series of the Fund's assets and income could be adversely affected by currency exchange rate movements.


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

To obtain performance information up to the most recent month end, call toll free (800) 282-8782, ext. 7050.


Target Fund

Annual Total Return
For Calendar Years Ended December 31

Best Quarter:

6/30/2010

16.16

%

Worst Quarter:

9/30/2011

-19.74

%

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

  

One Year

 

Five Years

 

Ten Years

 

Before Taxes

  

29.15

%

  

10.03

%

  

11.48

%

 

After Taxes on Distributions

  

27.65

%

  

8.17

%

  

9.88

%

 

After Taxes on Distributions and Sale of Fund Shares

  

18.29

%

  

7.57

%

  

9.12

%

 
Russell 2000® Index (does not reflect deductions for fees,
expenses or taxes)
  

25.52

%

  

8.23

%

  

11.83

%

 

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 Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.


Survivor Fund

Annual Total Return
For Calendar Years Ended December 31

Best Quarter:

6/30/2010

16.42

%

Worst Quarter:

9/30/2011

-19.91

%

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

  

One Year

 

Five Years

 

Ten Years

 

Before Taxes

  

29.88

%

  

10.23

%

  

11.64

%

 

After Taxes on Distributions

  

27.96

%

  

7.78

%

  

9.67

%

 

After Taxes on Distributions and Sale of Fund Shares

  

19.00

%

  

7.65

%

  

9.18

%

 
Russell 2000® Index (does not reflect deductions for fees,
expenses or taxes)
  

25.52

%

  

8.23

%

  

11.83

%

 

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 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.,Funds, an open-end investment management company organized as a Massachusetts corporation, servesbusiness trust on January 8, 1992. Prior to August 1, 2011, the Trust was known 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,Coventry Group. Between August 1, 2011 and September 3, 2019, the Adviser managed approximately $2,397 million in client assets.Trust was known as Boston Trust & Walden Funds. The Adviser maintains itsTrust’s principal executive offices are located at One Beacon Street, Boston, MA 02108.


Under the terms of its investment advisory agreement, the Adviser is responsible Overall responsibility 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 Funds' 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:

Fund

Management Fee

Walden Small Cap Fund (Target Fund)

0.75

%

Boston Trust Walden Small Cap Fund (Survivor Fund)

0.75

%

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 commissions, 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 FundFunds 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 the Board of Trustees' approval of the advisory agreement is availablevested in the Funds' annual shareholder report dated December 31, 2019.

Portfolio Managers

Board. Like other mutual funds, the Trust retains various organizations to perform specialized services. The Target Fund and the 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 at the Adviser. He joined the Adviser's parent company,Trust currently retains Boston Trust Walden Company (formerlyInc., One Beacon Street, Boston, Trust & Investment Management Company) in 1999. Mr. Scott earned a B.A. degree (cum laude)MA 02108 as the Funds’ investment adviser. Citi Fund Services Ohio, Inc., 4400 Easton Common, Suite 200, Columbus, OH 43219 is the Funds’ administrator and a M.S. degree from Boston College. He holds the Chartered Financial Analyst® designation, and is a member of the CFA Society Boston and the CFA Institute.

Ms. Moore is a Portfolio Manager at the Adviser. She joined the Adviser's parent company,provides certain fund accounting services. Boston Trust Walden Company, (formerly Boston Trust & Investment Management Company), 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 CFA Society Boston and the CFA Institute.


Mr. Williams is a Portfolio Manager at the Adviser. He joined the Adviser's parent company, Boston Trust Walden Company (formerly Boston Trust & Investment Management Company), in 2013. He earned a B.A. from Williams College, an M.Sc. from the London School of Economics, and an M.B.A. from the Tuck School of Business at Dartmouth. He holds the Chartered Financial Analyst® designation, and is a member of the CFA Society Boston and the CFA Institute.

Mr. Scott, Ms. Moore and Mr. Williams will continue to manage the Survivor Fund.

The Funds' Statement of Additional Information dated February 3, 2020 provides additional information about each portfolio manager's compensation structure, other accounts managed by the portfolio managers, and the portfolio managers' ownership of shares in the Funds.

Other Service Providers

The Funds use the same service providers. Boston Trust Walden Company, which has its principal office at One Beacon Street, Boston, MA 02108 serves as transfer agent for each Fund, andthe Funds’ custodian. FIS Investor Services, LLC, 4249 Easton Way, Suite 400, Columbus, OH 43219 serves as the sub-transfer agent for each Fund. Citi FundFunds’ transfer agent. Foreside Financial Services, Ohio, Inc. provides the Funds with administrative and fund accounting services. Boston Trust Walden CompanyLLC, Three Canal Plaza, Suite 100, Portland, ME 04101 is the Funds' custodian. Citibank serves as the sub-custodian of each Fund. Information about the Funds' administrator, fund accountant and transfer agent, and custodian and sub-custodian can be found in the Funds' Statement of Additional Information dated April 30, 2019.Funds’ principal underwriter.

PRICING OF FUND SHARES

How NAV is CalculatedTHE PROXY

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

Valuing Fund Assets

Each Fund's securities generally are valued at current market values using market quotations. Each Fund may use pricing services to determine market value. If market prices are not available or, in the Adviser's opinion, market prices do not reflect fair value, or if an event occurs after the close of trading on the exchange or market on which the security is principally traded (but prior to the time the NAV is calculated) that materially affects fair value, the Adviser will value each Fund's assets at their fair value according to policies approved and periodically reviewed by the Board of Trustees.

PURCHASING FUND SHARES

The procedures for the pricing and purchase of the Target Fund's and Survivor Fund's shares are identical. Additional information about the purchase, redemption and pricing of Fund shares can be found in each Fund's prospectus.


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 REORGANIZATION

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.

  Total Net
Assets
 

Shares

 Net Asset
Value
Per Share
 

Target Fund

 

$

127,970,988

   

6,041,038

  

$

21.18

  

Survivor Fund

  

235,468,799

   

16,103,719

   

14.62

  

Pro Forma Share Adjustment

  

   

8,751,940

   

  

Pro Forma

  

363,439,787

   

24,855,659

   

14.62

  

The Proxy

The Board is soliciting proxies so that each shareholder canhas the opportunity to vote on the proposals to be considered at the meeting.Meeting. A proxy for votingcard and Notice of Internet Availability of Proxy Materials with instructions on how to vote your shares via the Internet, by touchtone phone, or by printing your ballot and mailing it in 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, the shares represented by a duly executed proxy will be voted for approval of each proposal described in this Proxy StatementProposals 1 through 4 and at the discretion of the holders of the proxy, on any other matter that may come properly before the meeting.Meeting about which the Trust did not have notice of a reasonable time prior to the mailing of this Proxy Statement. You may revoke your proxy at any time before it is exercised by (1)(i) submitting a duly executed proxy bearing a later date, (2)(ii) submitting a written notice to the President of the Trust revoking the proxy, or (3)(iii) attending and voting in person at the Meeting.

Shareholder Information


VOTING SECURITIES AND VOTING

As of the Record Date, there were 6,258,244.472the following shares outstandingof beneficial interest of the Target Fund. AsFunds were issued and outstanding:

Name of Fund

Shares Outstanding
Boston Trust Asset Management Fund10,260,990.641
Boston Trust Equity Fund5,462,219.274
Boston Trust Midcap Fund7,140,988,768
Boston Trust SMID Cap Fund26,872,674.421
Boston Trust Walden Balanced Fund8,316,938.313
Boston Trust Walden Equity Fund8,072,607.324
Boston Trust Walden Midcap Fund4,567,208.079
Boston Trust Walden SMID Cap Fund 4,727,176.131
Boston Trust Walden Small Cap Fund55,402,191.379
Boston Trust Walden International Equity Fund7,188,797.630

Only shareholders of the Record Date, no person was known by the Target Fund to own beneficially or of record 5% or more of any class of shares of the Target Fund except as follows:

Owner of Record

 Number of
Shares
 Percent of
Outstanding
Shares
Owned
 

CAPINCO C/O US BANK NA

  

1,832,712.571

   

29.28

%

 
PO BOX 1787
MILWAUKEE WI 53201
     
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94015
 

1,455,392.179

 

23.26

%

 

Owner of Record

 Number of
Shares
 Percent of
Outstanding
Shares
Owned
 
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
 

779,227.228

 

12.45

%

 
SEI PRIVATE TRUST COMPANY
C O M T BANK ID 337
ATTN MUTUAL FUND ADMINISTRATOR
ONE FREEDOM VALLEY DRIVE
OAKS PA 19456
 

471,586.577

 

7.54

%

 

As of the Record Date, there were 17,043,183.056 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:

Owner of Record

 Number of
Shares
 Percent of
Outstanding
Shares
Owned
 
NATIONAL FINANCIAL SERVICES LLC
NEWPORT OFFICE CENTER III 5TH FLOOR
499 WASHINGTON BOULEVARD
JERSEY CITY NJ 07310
 

4,655,024.80

 

27.31

%

 
CHARLES SCHWAB & CO., INC.
211 MAIN STREET
SAN FRANCISCO CA 94105
 

4,056,276.098

 

23.80

%

 
CAPINCO C/O US BANK NA
PO BOX 1787
MILWAUKEE WI 53201
 

3,199,170.147

 

18.77

%

 
BLUE CROSS & BLUE SHIELD OF MA HMO BLUE
101 HUNTINGTON AVENUE SUITE 1300
ATTN RICO GIAMMARCO
BOSTON MA 021997611
 

1,446,949.657

 

8.49

%

 
BLUE CROSS & BLUE SHIELD OF MA INC
101 HUNTINGTON AVENUE SUITE 1300
ATTN RICO GIAMMARCO
BOSTON MA 021997611
 

1,056,184.144

 

6.20

%

 

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 Voting

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

Approval of Proposal 1 requires the affirmative vote of a plurality of all votes at the Meeting. Under this plurality system, each vacant Trustee position is filled by the nominee who receives the largest number of votes for that position, with no majority approval requirement. Each Nominee is unopposed for the vacant Trustee position he or she is seeking to fill.

Approval of Proposals 2 through 4 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 2 through 4 may be approved by less than a majority of the outstanding shares of the Targeteach Fund, entitled to vote, in person or by proxy, shall constituteprovided a quorum foris present at the meeting for the Target Fund. A quorum being present, the TargetMeeting.

Shareholders in each Fund will adoptvote separately on Proposals 2 through 4. If Proposals 2 through 4 are approved by the shareholders of a proposal if a majorityFund, the changes will be effective for that Fund as of the sharesdate 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 Targetannual update to the Fund’s registration statement. If shareholders of any Fund votefail to approve any of Proposals 2 through 4, none of the proposal.changes contemplated by Proposals 2 through 4 will be effective for that Fund.

For purposes of determining (i) the presence of a quorum,

Abstentions and (ii) whether sufficient votes have been received for approval of a particular proposal, abstentions and broker "non-votes" (that is, proxies from“broker non-votes” (i.e., shares held by brokers or nominees, indicating that such personstypically in “street name,” as to which (i) instructions have not been received instructions from the beneficial ownerowners or other persons entitled to vote sharesand (ii) the broker or nominee does not have discretionary voting power on a particular matter with respect to which the brokers or nominees do not have discretionary power)matter) will be treated as shares that are present at the meeting, but which have not been voted. For this reason, abstentions and broker non-votes will assist the Target Fund in obtaining a quorum, but both have the practical effect of a "no" vote for purposes of obtaining the requisite vote for approval of thedetermining a quorum and as votes against a proposal. In addition, under the rules of the New York Stock Exchange ("NYSE")(NYSE), if a


broker has not received instructions from beneficial owners or persons entitled to vote and the proposal to be voted upon may "affect substantially"“affect substantially” a shareholder'sshareholder’s rights or privileges, the broker may not vote the shares as to that proposal even if it has discretionary voting power. The NYSE considers the proposed Reorganization to be a non-routine matter that affect substantially a shareholder's rights or privileges. As a result, thesesuch shares also will be treated as broker non-votes for purposes of proposals that may affect substantially“affect substantially” a shareholder'sshareholder’s rights or privileges (but will not be treated as broker non-votes for other proposals, including adjournment of special meetings). The NYSE does not consider Proposal 1 to be a non-routine matter that affects substantially a shareholder’s rights or privileges. Consequently, brokers holding shares of the special meeting).Funds on behalf of clients may vote on Proposal 1 absent instructions from the beneficial owners of the shares. However, the NYSE does consider Proposals 2 through 4 to be non-routine matters that affect substantially a shareholder’s rights or privileges. As a result, brokers holding shares of the Funds on behalf of clients may not vote on Proposals 2 through 4 absent instructions from the beneficial owners of the shares.

Treating broker non-votes as votes against thea proposal can have the effect of causing shareholders who choose not to participate in the proxy vote to prevail over shareholders who cast votes or provide voting instructions to their brokers or nominees. Abstentions and “broker non-votes” will be treated as present for purposes of determining a quorum and votes against a proposal. Because Trustees are elected by a plurality, non-votes and abstentions will have no effect on Proposal 1.

If with respect to the Target Fund, either (a)(i) a quorum is not present at the meeting,Meeting, or (b)(ii) a quorum is present but sufficient votes in favor of thea proposal have not been obtained, then 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, to permit further solicitation of proxies. The persons named as proxies may propose one or more adjournmentsalso adjourn the Meeting for any other reason in their discretion. Any adjourned meeting may be held, within a reasonable time after the date set for the original Meeting, without the necessity of further notice unless a new record date of the meeting, to permit further solicitation ofadjourned Meeting is fixed. The persons named as proxies providedwill vote those proxies that such persons determine, after considerationare required to vote FOR the proposal, as well as proxies for which no vote has been directed, in favor of such an adjournment and will vote those proxies required to be voted AGAINST such proposal against such adjournment. In determining whether to vote for adjournment, the persons named as proxies shall consider all relevant factors, including the nature of the proposal, the percentage of votes then cast, the percentage of negative votes then cast, the nature of the proposed solicitation activities and the nature of the reasons for such further solicitation, in determining that an adjournment and additional solicitation is reasonable and in the interests of shareholders. At any adjourned Meeting, the Trust may transact any business which might have been transacted at the original Meeting.


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'sshareholder’s direction, as indicated thereon, if the proxy card is received and is properly executed. If thea 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 of Trustees of the Trust is not aware of any other matters to come before the meeting.Meeting.


Security ownership of certain beneficial owners

To the knowledge of the Trust’s management, as of the Record Date, the following shareholders were owners of record or beneficial owners, because they possessed voting or investment power with respect to such shares, of 5% or more of the outstanding shares of the Funds listed:

 

FUND AND SHAREHOLDER

No. of sharesPercent of the
class total assets
held by the
shareholder
BOSTON TRUST WALDEN SMALL CAP FUND  

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

13,125,526.66623.69%

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

11,206,776.70720.23%

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

5,030,475.4029.08%

Goldman Sachs & Co. LLC

200 West Street

New York, NY 10282

4,946,017.4318.93%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

4,658,701.0278.41%

Blue Cross & Blue Shield MA HMO Blue

101 Huntington Avenue, Suite 1300

Attn: Rico Giammarco

Boston, MA 02199-7611

3,687,446.9186.66%
BOSTON TRUST MIDCAP FUND  

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

1,712,568.60423.98%

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

1,216,806.49417.04%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

1,143,348.31716.01%

TD Ameritrade Clearing, Inc.

1005 North Ameritrade Place

Bellevue, NE 68005

931,243.98813.04%

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

862,209.66412.07%

Pershing LLC

One Pershing Plaza

Product Support, 14th Floor

Jersey City, NJ 07399

640,675.6388.97%
BOSTON TRUST ASSET MANAGEMENT FUND  

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 532

4,744.964.36146.24%

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

4,097,012.25139.93%

National Financial Services LLC

649,350.9836.33%

 

FUND AND SHAREHOLDER

No. of sharesPercent of the
class total assets
held by the
shareholder

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

BOSTON TRUST EQUITY FUND  

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

2,792,474.33951.12%

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

2,006,031.12436.73%

Washington & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

371,223.8686.80%
BOSTON TRUST SMID CAP FUND  

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

9,144,809.90434.03%

Merrill Lynch, Pierce, Fenner & Smith

Attn: Compensation Team

4800 Deer Lake Dr. E. Fl. 2

Jacksonville, FL 32246-6184

6,738,875.37125.08%

Northern Tr Co Cust FBO Local Union

513 Annuity Fund Tr.

P.O. Box 92956

Chicago, IL 60675

3,784,623.66114.08%

TIAA FSB Cust. TTEE FBO

Retirement Plans for which TIAA Acts as Recordkeeper

211 North Broadway, Suite 1000

Attn: Trust Operations

St. Louis, MO 63102-2733

3,361,367.54712.51%
BOSTON TRUST WALDEN EQUITY FUND  

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

2,487,466.70330.81%

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

2,206,734.95727.34%

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

1,236,790.54815.32%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

717,367.2808.89%
BOSTON TRUST WALDEN BALANCED FUND  

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

2,690.188.88432.35%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

1,287,465.97015.48%

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

1,273,879.65715.32%

TIAA FSB Cust. TTEE FBO

Retirement Plans for which TIAA Acts as Recordkeeper

1,115,434.57213.41%


 

FUND AND SHAREHOLDER

No. of sharesPercent of the
class total assets
held by the
shareholder

211 North Broadway, Suite 1000

Attn: Trust Operations

St. Louis, MO 63102-2733

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

1,066,621.15712.82%
BOSTON TRUST WALDEN MID CAP FUND  

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

1,475,334.25632.30%

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

816,036.58217.87%

Washington & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

477,681.79110.46%

KeyBank NA

P.O. Box 94871

Cleveland, OH 44101-4871

411,253.5949.00%

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

330,890.3427.24%

TD Ameritrade Clearing, Inc.

1005 North Ameritrade Place

Bellevue, NE 68005

313,829.5016.87%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

297,715.7646.52%
BOSTON TRUST WALDEN SMID CAP FUND  

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

1,412,478.17029.88%

Charles Schwab & Co., Inc.

211 Main Street

San Francisco, CA 94016

1,129,218.74623.89%

National Financial Services LLC

Newport Office Center III 5th Floor

499 Washington Boulevard

Jersey City, NJ 07310

703,292.62014.88%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

386,709.1538.18%
BOSTON TRUST WALDEN INTERNATIONAL EQUITY FUND  

Capinco c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

3,328,801.89146.31%

Band & Co c/o U.S. Bank NA

P.O. Box 1787

Milwaukee, WI 53201

2,142,877.05129.81%

SEI Private Trust Company

c/o Boston Private ID 366

Attn: Mutual Fund Administrator

One Freedom Valley Drive

Oaks, PA 19456

663,800.8219.23%

Northern Tr Co Cust FBO Local Union

513 Annuity Fund Tr.

P.O. Box 92956

609,006.2078.47%


FUND AND SHAREHOLDER

No. of sharesPercent of the
class total assets
held by the
shareholder

Chicago, IL 60675

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

Shareholder Rights and ObligationsSecurity Ownership of Management

Both

To the Target Fund and Survivor Fund are seriesbest knowledge of the Trust, a business trust organized under the laws of the Commonwealth of Massachusetts, and have identical shareholder rights. Under the Trust's declaration of trust, 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 seriesthere were no Trustees, Nominees or officers of the Trust have no preference as to conversion, exchange, dividends, retirement or other features, and have no preemptive rights. With respect to each Fund,who were the owners of more than 1% of the outstanding 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 proposal to One Beacon Street, Boston, MA 02108. To be considered for presentation at a shareholders' meeting, rules promulgated by the SEC require that, among other things, a shareholder's proposal must be received at the offices of a Fund a reasonable time before a solicitation is made. Timely submission of a proposal does not necessarily mean that such proposal will be included. on the Record Date.

SHAREHOLDER PROPOSALS

The Trust has not received any shareholder proposals to be considered for presentation at the Meeting. Under the proxy rules of the SEC, shareholder proposals may, under certain conditions, be included in the Trust’s Proxy Statement 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 fact that the Trust receives a shareholder proposal in a timely manner does not ensure its inclusion in its proxy materials, because there are other requirements in the proxy rules relating 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 Lucia B. Santini, Boston Trust Walden Funds, One Beacon Street, Boston, MA 02180. Because the Trust has never received a shareholder proposal or a Trustee nomination from a shareholder, 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.

Pro Forma Financial Information

COST OF SOLICITATION

The following unaudited pro forma financial information gives effectBoard 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 Reorganization, accounted as if the Reorganization had occurred as of January 1, 2019. In addition, the pro forma Financial Information has been prepared based upon the proposed fee and expense structure after the Reorganization, as discussed in the combined Proxy Statement/Prospectus.

The pro forma financial information has been estimated in good faith based upon information regarding the Funds for the twelve month period ended December 31, 2019. The pro forma financial information should be read in conjunction with the historical financial statements and notes thereto of the Target Fund and the Survivor Fund,meeting, which are available in their respective annual shareholder reports.


1.  BASIS OF REORGANIZATION

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

The Reorganization will be accounted 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.

Target Fund 

Survivor Fund

 Survivor
Fund After
Reorganization
 
$

127,970,988

  

$

235,468,799

  

$

363,439,787

  

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 United States of America which requires management to make estimates and assumptions that affect this information. Actual results could differ from those estimates. No other significant pro forma effects are expected to result from the Reorganization.

Expense Category Increase (decrease)
in expense
 

Administration fees(1)

 

$

(24,561

)

 

State registration fees(2)

  

(20,855

)

 

Other expenses(3)

  

(3,954

)

 

Expenses waived/reimbursed(4)

  

49,370

  

(1)  Administration fees were reduced to eliminate the effects 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 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.

No significant accounting policies will change as a result of the Reorganization, 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 result of the Reorganization.

4.  REORGANIZATION AND TRANSACTIONAL COSTS

The reorganization costs (whether or not the Reorganization is consummated)total approximately $180,628, will be borne by the Adviser.Trust. In addition to solicitation by mail, solicitations also may be made by email, or other electronic media, or personal contacts. The reorganization costs are estimatedTrust will request that broker/dealer firms, custodians, nominees, and fiduciaries forward proxy materials to be $50,000.

The investment strategiesthe beneficial owners of the Survivor Fund after reorganization are identical to the Survivor Fund. The Target Fund does not expect to sell anyshares of its existing portfolio securities, except in the ordinary course of trading,record. Broker/dealer firms, custodians, nominees, and fiduciaries may be reimbursed for their reasonable expenses


incurred 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 objectivesuch proxy solicitation. In addition, officers 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


without 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 such securities. All debt portfolio securities with a remaining maturity of 60 days or less may be valued 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 the opinionemployees of the Adviser market prices doand its affiliates, without extra compensation, may conduct additional solicitations by telephone, email and personal interviews.

OTHER MATTERS

The Board knows of no other matters to be presented at the Meeting other than as set forth above. If any other matters properly come before the meeting that the Trust did not reflect fair value, or if an event occurs after the closehave notice of trading on the exchange or market on which the security is principally traded (buta reasonable time prior to the timemailing of this Proxy Statement, the NAV is calculated) that materially affects fair value,holders of the Adviserproxy will valuevote the Funds' assets at their fair value according to policies approvedshares represented by the Board. The Adviser believes that foreign security values may be affected by volatility that occursproxy on such matters in global markets on a trading day afteraccordance with their best judgment, and discretionary authority to do so is included in the close of 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 use of factors which take such volatility into account.proxy.

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 complyCommunications with the requirementsBoard

A shareholder of the Internal Revenue Code under Subchapter M, applicableTrust wishing to regulated investment companies,communicate with the Board may do so in writing, signed by the shareholder and to distribute allsetting forth: (i) the name and address of its taxable income, including any net realized gains on investments, to its shareholders.


EXHIBIT A

FORM OF AGREEMENT AND PLAN OF REORGANIZATION

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is madethe 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 of [•], 2020 by and betweenfollows: Lucia B. Santini, 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,MA 02108.

DELIVERY OF VOTING INSTRUCTIONS

If you and another shareholder share the same address, the Trust may only send one Proxy Statement and Notice of Internet Availability of Proxy Materials unless you or atthe shareholder(s) request otherwise. Call, write to, or email 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, write to, or email 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 other time and/or place as the parties may agree.

2.2 The Trust shall causerequests, call  1-800-282-8782 ext. 7050, write to Boston Trust Walden Company (the "Transfer Agent")Inc., transfer agentOne Beacon Street, Boston, MA 02180, or e-mail mutualfunds@bostontrustwalden.com.

A copy of the Target Fund, to deliverNotice of Shareholder Meeting, the Proxy Statement, the Proxy Card and the Notice of Internet Availability of Proxy Materials are available at vote.proxyonline.com.

BY ORDER OF THE BOARD OF TRUSTEES

/s/ Lucia B. Santini

LUCIA B. SANTINI

President

Dated April 26, 2022

Please follow the Closing a certificateinstructions on the enclosed voting instruction card or on the notice of an authorized officer stating that its records contain the namesinternet availability of proxy materials and addressesVOTEVIA THE internet, BY TOUCHTONE PHONE, OR


BY PRINTING YOUR BALLOT AND MAILING IT IN. FOR MORE INFORMATION OR ASSISTANCE WITH VOTING, PLEASE CALL (877) 478-5047.


APPENDIX

Boston Trust Walden Funds

Nominating and Governance Committee Charter

Nominating and Governance Committee Membership

The Nominating and Governance Committee of Boston Trust Walden Funds (the “Trust”) shall be composed entirely of the Current Shareholders and the number, class, and percentage ownership of outstanding sharesIndependent Trustees of the Target Fund owned by each such shareholder immediately prior to the Closing. The Survivor Fund shall issue and deliver to the SecretaryTrust. Management of the Trust, a confirmation evidencing the Survivor Fund Shares to be creditedwhile not having representatives on the Closing Date or provide evidence satisfactoryCommittee, will nonetheless be expected to have a role in the nominating process by identifying and recommending potential candidates to the Trust that such Survivor Fund Shares have been creditedCommittee for consideration.

Board Nominations and Functions

1.       The Committee shall recommend nominees to the accounts of the Target Fund on the books of the Survivor Fund. At the Closing, each party shall deliverfull Board for election to the other such billsBoard 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 WARRANTIES

3.1Trustees. The Trust, on behalf of the Target Fund, hereby representsCommittee shall evaluate each candidate’s qualifications for Board membership 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 toIndependent Trustee nominees, the deductionCommittee shall evaluate their independence from the Trust’s manager and other principal service providers. In determining a nominee’s qualifications for dividends paid),Board membership, the excess of its interest income excludible from gross income under Section 103(a)Committee shall take into consideration those characteristics and attributes that the Committee identifies as being necessary and suitable for a member of the Code over its deductions disallowed under Sections 265 and 171(a)(2) ofTrust’s Board.

2.       The Committee shall periodically review 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 resolutioncomposition of the Board of Trustees ofto determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Trust atBoard.

3.       The Committee shall review Trustee compensation periodically and recommend any time priorappropriate changes 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 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.

 For the year
ended
December 31,
2019
 For the year
ended
December 31,
2018
 For the year
ended
December 31,
2017
 For the nine
months
ended
December 31,
2016
 For the year
ended
March 31,
2016
 For the year
ended
March 31,
2015
 
Net Asset Value,
Beginning of Period
 

$

17.24

  

$

19.41

  

$

18.46

  

$

16.45

  

$

19.66

  

$

20.43

  

Investment Activities:

 

Operations:

 

Net investment income

  

0.11

   

0.09

   

0.09

   

0.16

   

0.08

   

0.04

  
Net realized/unrealized
gains (losses) from
investments
  

4.89

   

(1.21

)

  

2.02

   

2.58

   

(0.38

)

  

0.66

  
Total from investment
activities
  

5.00

   

(1.12

)

  

2.11

   

2.74

   

(0.30

)

  

0.70

  

Dividends:

 

Net investment income

  

(0.09

)

  

(0.10

)

  

(0.10

)

  

(0.17

)

  

(0.07

)

  

(0.02

)

 
Net realized gains from
investment transactions
  

(0.97

)

  

(0.95

)

  

(1.06

)

  

(0.56

)

  

(2.84

)

  

(1.45

)

 

Total dividends

  

(1.06

)

  

(1.05

)

  

(1.16

)

  

(0.73

)

  

(2.91

)

  

(1.47

)

 
Net Asset Value, End of
Period
 

$

21.18

  

$

17.24

  

$

19.41

  

$

18.46

  

$

16.45

  

$

19.66

  

Total Return

  

29.15

%

  

(6.05

)%

  

11.50

%

  

16.57

%(a)

  

(0.80

)%

  

3.86

%

 

Ratios/Supplemental Data:

 
Net assets at end of
period (000's)
 

$

127,971

  

$

83,077

  

$

98,143

  

$

85,199

  

$

69,754

  

$

87,740

  
Ratio of net expenses to
average net assets
  

1.00

%

  

1.00

%

  

1.00

%

  

1.00

%(b)

  

1.00

%

  

1.00

%

 
Ratio of net investment
income to average
net assets
  

0.64

%

  

0.44

%

  

0.47

%

  

1.14

%(b)

  

0.45

%

  

0.17

%

 
Ratio of expenses (before
fee reductions or
recoupment of fees
previously reimbursed
by the investment adviser)
to average net assets(c)
  

1.04

%

  

1.05

%

  

1.03

%

  

1.06

%(b)

  

1.06

%

  

1.01

%

 

Portfolio turnover rate

  

22.88

%

  

22.47

%

  

27.16

%

  

14.71

%(a)

  

38.05

%

  

28.74

%

 

(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.

 For the year
ended
December 31,
2019
 For the year
ended
December 31,
2018
 For the year
ended
December 31,
2017
 For the nine
months
ended
December 31,
2016
 For the year
ended
March 31,
2016
 For the year
ended
March 31,
2015
 
Net Asset Value,
Beginning of Period
 

$

12.00

  

$

14.73

  

$

14.33

  

$

12.74

  

$

15.20

  

$

15.73

  

Investment Activities:

 

Operations:

 

Net investment income

  

0.09

   

0.07

   

0.07

   

0.12

   

0.06

   

0.03

  
Net realized/unrealized
gains (losses) from
investments
  

3.47

   

(0.86

)

  

1.67

   

1.92

   

(0.25

)

  

0.51

  
Total from investment
activities
  

3.56

   

(0.79

)

  

1.74

   

2.04

   

(0.19

)

  

0.54

  

Dividends:

 

Net investment income

  

(0.06

)

  

(0.07

)

  

(0.08

)

  

(0.14

)

  

(0.06

)

  

(0.01

)

 
Net realized gains from
investment transactions
  

(0.88

)

  

(1.87

)

  

(1.26

)

  

(0.31

)

  

(2.21

)

  

(1.06

)

 

Total dividends

  

(0.94

)

  

(1.94

)

  

(1.34

)

  

(0.45

)

  

(2.27

)

  

(1.07

)

 
Net Asset Value, End of
Period
 

$

14.62

  

$

12.00

  

$

14.73

  

$

14.33

  

$

12.74

  

$

15.20

  

Total Return

  

29.88

%

  

(6.00

)%

  

12.26

%

  

15.94

%(a)

  

(0.52

)%

  

3.81

%

 

Ratios/Supplemental Data:

 
Net assets at end of
period (000's)
 

$

235,469

  

$

242,176

  

$

366,113

  

$

327,593

  

$

338,656

  

$

439,681

  
Ratio of net expenses to
average net assets
  

1.00

%

  

1.00

%

  

1.00

%

  

1.00

%(b)

  

1.00

%

  

1.00

%

 
Ratio of net investment
income to average
net assets
  

0.58

%

  

0.39

%

  

0.46

%

  

1.21

%(b)

  

0.44

%

  

0.17

%

 
Ratio of expenses (before
fee reductions or
recoupment of fees
previously reimbursed
by the investment adviser)
to average net assets(c)
  

1.07

%

  

1.09

%

  

1.02

%

  

1.06

%(b)

  

1.08

%

  

1.05

%

 

Portfolio turnover rate

  

23.23

%(d)

  

24.60

%

  

23.78

%

  

51.92

%(a)

  

37.42

%

  

28.62

%

 

(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 or recouped by the investment adviser. If such fee reductions/recoupments had not occurred, the ratio would have been as indicated.

(d)  Excludes impact of in-kind transactions.


WALDEN SMALL CAP FUND - BOSTON TRUST WALDEN

FUND ONE BEACON STREET

BOSTON, MASSACHUSETTS 02108

To vote by Internet

1)Read the Proxy Statement and have the proxy card below at hand.

2)Go to website www.proxyvote.com

3)Follow the instructions provided on the website.

To vote by Telephone

1)Read the Proxy Statement and have the proxy card below at hand.

2)Call 1-800-690-6903

3)Follow the instructions.

To vote by Mail

1)Read the Proxy Statement.

2)Check the appropriate box on the proxy card below.

3)Sign and date the proxy card.

4)Return the proxy card in the envelope provided.

full Board.

 

 

 

 

 

 

Amendments

August 1, 2011 – Revised due to Trust name change from The Coventry Group to The Boston Trust & Walden Funds

November 29, 2018 – Revised to reflect biannual compensation review

 

 

May 24, 2021Revised due to Trust name change from The Boston Trust & Walden Funds to Boston Trust Walden Funds


GRAPHIC

SHAREHOLDER PRIVACY: To ensure your privacy there is no personal information required to view or request proxy materials and/or vote. The control number, proxy ID, Security ID and household ID listed above are unique identifiers created for this proxy and this proxy only. It is not linked to your account number nor can it be used in any other manner other than this proxy. ACCESS PROXY MATERIAL AND VOTE You can access the proxy material including the proxy statement by either scanning the QR Code below with your smartphone or going to the url listed below and enter your control number: vote.proxyonline.com Your Control Number: 1234 5678 9123 BOSTON TRUST WALDEN FUNDS One Beacon Street Boston, MA 02108 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR A SPECIAL MEETING OF SHAREHOLDERS ON JUNE 10, 2022 Proxy Holder: Thomas Nader 48 Wall Street 22nd Floor New York, NY 10004 Voter Profile: Proxy ID: Security ID: Shares: Household ID: April 26, 2022 Dear Shareholder, Notice is hereby given that a Special Meeting of Shareholders of Boston Trust Walden Funds to be held at Boston Trust Walden, One Beacon Street, Boston MA 02108, on June 10, 2022 at 10:00 a.m. Eastern Time, or as adjourned. Shareholders of the Funds will be asked at the Meeting: 1. To elect Louis G. Hutt, Jr. and Dina A. Tantra to the Board of Trustees of the Trust. 2. To approve an amendment to each Fund’s fundamental policy regarding loans. 3. To approve an amendment to each Fund’s fundamental policy regarding borrowing. 4. To approve an amendment to each Fund’s fundamental policy regarding commodities. 5. To transact such other business as may properly come before the meeting or any adjournments or postponements thereof. The Board Trustees of the Funds unanimously recommends that you vote FOR each proposal. This communication presents only an overview of the more complete proxy materials available to you on the Internet at vote.proxyonline.com. We encourage you to access and review all of the information contained in the proxy materials before voting. Please go to vote.proxyonline.com and enter the control number found in the box above. Once you have logged in you can view/download the letter, proxy statement and proxy card, request a copy of the proxy materials via e-mail or the U.S. Post Office, and vote your shares. You may choose to vote via the internet, by touchtone phone, or print the ballot and mail it in. Please read the proxy materials carefully and vote. If you should have any questions about this Notice or the proxy materials, please call (877) 478-5047 Monday through Friday between the hours of 9:00 a.m. and 10:00 p.m. Eastern Time. Thank you in advance for your participation and for your investment. By order of the Board of Trustees

GRAPHIC

REQUEST FOR PROXY MATERIALS If you would like to receive a paper or electronic copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy using any of the options below. If you wish to receive a paper copy through the mail, please make that request on or before May 15, 2022 to allow for timely delivery. If you wish to receive an electronic copy, please make that request on or before May 22, 2022. BY INTERNET Go to vote.proxyonline.com and enter the control number found in the box on the upper right hand corner of the reverse side. Once you have logged in you may request a copy of the proxy materials to be sent to your email address or to your home, your choice. You may also elect to receive all future proxy materials from Boston Trust Walden Funds via the U.S. Post Office or e-mail. BY PHONE You can request either an electronic copy or hardcopy of the proxy materials by calling toll-free (877) 478-5047 and reference the control number listed above. Representatives are available Monday through Friday between the hours of 9:00 a.m. to 10:00 p.m. Eastern Time. BY E-MAIL To request a copy of the proxy material, please send an e-mail with your control number in the subject line to the address noted below: For a paper copy: paperproxy@proxyonline.com For an electronic copy: emailproxy@proxyonline.com To elect to receive all future proxy materials via the referenced delivery method, please type “Permanent Request” in the body of the e-mail. @

GRAPHIC

BOSTON TRUST WALDEN FUNDS PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 10, 2022 The undersigned, revoking all Proxies heretofore given, hereby appoints Katrina Pelsue and Heather Ferris or either of them as Proxies of the undersigned, with full power of substitution to each, to vote on behalf of the undersigned all shares of the above-mentioned fund, that the undersigned is entitled to vote at the meeting of shareholders, and at any adjournment(s) thereof, to be held at its offices at to be held at Boston Trust Walden, One Beacon Street, Boston MA 02108, on June 10, 2022 at 10:00 a.m. Eastern Time, or as adjourned. Do you have questions? If you have any questions about how to vote your proxy or about the meeting in general, please call (877) 478-5057 toll free. Representatives are available to assist you Monday through Friday, from 9 a.m. to 10 p.m., Eastern time. Important Notice Regarding the Availability of Proxy Materials for this Special Meeting of Shareholders to Be Held on June 10, 2022. The proxy statement and the accompanying notice of Special Meeting of Shareholders for this meeting are available at: https://vote.proxyonline.com/btw/docs/proxy2022.pdf Call (888) 227-9349 to reach an automated touch-tone voting line or call the number below to speak with a live representative Vote on the internet VOTER PROFILE: Voter ID: Security ID: Shares to Vote: Household ID: VOTE REGISTERED TO: REG1 REG2 REG3 REG4 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! CONTROL NUMBER: 123456789101 SIGN, DATE AND VOTE ON THE REVERSE SIDE Go to the website below and enter your control number or simply use your camera on your smart phone to scan this QR code. Internet voting is available 24 hours day. Vote by phone vote.proxyonline.com (877) 478-5057 Toll Free Vote by mail Postage-Paid Envelope Mail your signed and voted proxy back in the postage paid envelope provided. PROXY CARD

GRAPHIC

NAME OF FUND YOUR VOTE IS IMPORTANT. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS INSTRUCTED. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO VOTE “FOR” THE PROPOSALS RELATING TO THE FUND AND DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE SHAREHOLDER MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE PROPOSALS. TO VOTE, MARK BLOCKSCIRCLES BELOW IN BLUE OR BLACK INK AS
FOLLOWS:

E92197-S98573  

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THE BOARD OF TRUSTEES OF THE TRUST UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

For

Against

Abstain

FOLLOWS. Example: ● 1.Approval To elect to the Board of Trustees of the Agreement and Plan of Reorganization that provides for: (i)Trust: FOR WITHHOLD (a) Louis G. Hutt, Jr. ○ ○ (b) Dina A. Tantra ○ ○ FOR AGAINST ABSTAIN 2. To approve an amendment to each Fund’s fundamental policy regarding loans. ○ ○ ○ 3. To approve an amendment to each Fund’s fundamental policy regarding borrowing. ○ ○ ○ 4. To approve an amendment to each Fund’s fundamental policy regarding commodities. ○ ○ ○ 5. To transact such other business as may properly come before the transfer of substantially all of the assets of the Walden Small Cap Fund in exchange solely for shares of the Boston Trust Walden Small Cap Fund and the Boston Trust Walden Small Cap Fund’s assumption of all of the Walden Small Cap Fund’s liabilities, known and unknown; and (ii) the distribution of shares of the Boston Trust Walden Small Cap Fund so received to the prospective shareholders of the Walden Small Cap Fund.

o

o

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meeting or any adjournments or postponements thereof. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. COUNTED The signer(s) acknowledge(s)undersigned acknowledges receipt with this Proxy Statementof a copy of the BoardNotice of Trustees.Special Meeting of Shareholders and the Proxy Statement. Your signature(s) on this Proxy should be exactly as your name(s) appear on this Proxy (reverse side).Proxy. If the shares are held jointly, each holder should sign this Proxy. Attorneys-in-fact, executors, administrators, trustees or guardians should indicate the full title and capacity in which they are signing.

__________________________________________________________ Signature [PLEASE SIGN WITHIN BOX]

(and title if applicable) Date

__________________________________________________________ Signature [Joint Owners]

(if held jointly) Date


Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: PROXY CARD

The Notice and Proxy Statement is available at www.proxyvote.com.

E92198-S98573

WALDEN SMALL CAP FUND

(a series of Boston Trust Walden Funds)

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 26, 2020

The undersigned, revoking previous proxies, if any, with respect to the shares described below, hereby appoints Katrina Pelsue and Heather Ferris, the attorneys, agents, and proxies of the undersigned, with full power of substitution, to vote at the Special Meeting of Shareholders (the “Meeting”) of Walden Small Cap Fund, a series of Boston Trust Walden Funds (the “Trust”) to be held at 10:00 a.m. Eastern Time on March 26, 2020, at One Beacon Street, 33rd Floor, Boston, MA 02108, and at any and all adjournments thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, AND MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE TRUST AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY APPEARING IN-PERSON AND VOTING AT THE MEETING.

This proxy is solicited on behalf of the Board of Trustees, and the Proposal has been unanimously approved by the Board of Trustees and recommended for approval by shareholders. When properly executed, this proxy will be voted as indicated or “FOR” the proposal if no choice is indicated. The proxy will be voted in accordance with the proxy holders’ best judgment as to any other matters that may arise at the Special Meeting.