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CALVERT SOCIAL INVESTMENT FUND
EQUITY PORTFOLIO
Notice of
Special Meeting of Shareholders
April 19, 1996
To the Shareholders:
A special meeting of the holders of shares of beneficial interest
of Calvert Social Investment Fund-Equity Portfolio ("Portfolio") will be
held at the offices of Calvert Group, Ltd., 4550 Montgomery Avenue, Suite
1000N, Bethesda, Maryland 20814 on April 19, 1996 at 12:00 p.m., Eastern
time for the following purposes:
1. To approve a new Investment Subadvisory Agreement
between Calvert Asset Management Company, Inc. and Loomis, Sayles &
Company, L.P., identical to the existing agreement in all material
respects; and
2. To transact such other business as may properly
come before the meeting or any adjournments thereof.
You will be entitled to vote at the meeting and any adjournments
thereof if you owned shares of the Portfolio at the close of business on
March 1, 1996. If you attend the meeting, you may vote your shares in
person. If you do not expect to attend the meeting, please complete,
date, sign and return the enclosed proxy card in the enclosed postage paid
envelope.
By order of the Board of Trustees
William M. Tartikoff, Esq.
Assistant Secretary
March 19, 1996
4550 Montgomery Avenue
Bethesda, Maryland 20814
<PAGE>
CALVERT SOCIAL INVESTMENT FUND
EQUITY PORTFOLIO
4550 Montgomery Avenue
Bethesda, Maryland 20814
____________________________
PROXY STATEMENT
____________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies by and on behalf of the Board of Trustees
("Board") of Calvert Social Investment Fund ("Fund") for use at the
Special Meeting ("Meeting") of shareholders of the Fund's Equity Portfolio
("Portfolio"). The Meeting will be held at the offices of Calvert Group,
Ltd., 4550 Montgomery Avenue, Bethesda, Maryland 20814, on April 19, 1996
at 12:00 p.m., Eastern time, for the purposes set forth in the Notice of
Meeting.
The Portfolio's shareholders of record as of the close of
business on March 1, 1996, are entitled to notice of and to vote at the
Meeting and any adjournment. Each full Class A or Class C share
outstanding is entitled to one vote, and each fractional share outstanding
is entitled to the corresponding proportion of one vote, with respect to
each matter voted upon by shareholders of the Portfolio. As of
February 23, 1996, the Portfolio had a combined total of 4,594,672.952
Class A and 104,989.739 Class C shares issued and outstanding. To the
knowledge of the Fund's management, no person owned beneficially 5% or
more of the outstanding shares of the Portfolio as of that date.
All costs associated with the Meeting, including the solicitation
of proxies, will be borne by [New England Mutual Life Insurance Company,
the ultimate parent company of / Metropolitan Life Insurance Company,
which is anticipated to become the ultimate parent company of] Loomis
Sayles & Company, L.P. ("Loomis, Sayles"), the Portfolio's investment
subadviser. The solicitation of proxies will be made primarily by mail
but also may be made by telephone and/or personal contact by trustees and
officers of the Fund and by regular employees of Calvert Group, Ltd. or
its subsidiaries. The Fund may also retain the services of D.F. King &
Co., Inc. whose fees and expenses, which are anticipated to approximate
$_______, will be borne by __________________.
The individuals named as proxies on the enclosed proxy card will
vote in accordance with your directions as indicated thereon if your proxy
card is received properly executed by you or by your duly appointed agent
or attorney-in-fact. If you properly execute your proxy card and give no
voting instructions, your shares will be voted in favor of the proposal
described in this Proxy Statement. You may revoke your proxy at any time
prior to its exercise at the Meeting by written notice to the Fund, by
execution of a subsequent proxy or by voting in person at the Meeting.
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A quorum of twenty-five percent of the shares of beneficial
interest of the Portfolio outstanding at the close of business on March 1,
1996 represented in person or by proxy, must be present for the
transaction of business at the Meeting. In the absence of a quorum or in
the event that a quorum is present at the Meeting but sufficient votes to
approve the proposal are not received, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further
solicitation of proxies. Any such adjournment will require the
affirmative vote of those shares represented at the Meeting in person or
by proxy. If a quorum is present, the persons named as proxies will vote
those proxies which they are entitled to vote FOR the proposal in favor of
such an adjournment, and will vote those proxies required to be voted
AGAINST any such proposal against such adjournment.
Broker non-votes are shares held in street name for which the
broker indicates that instructions have not been received from the
beneficial owners or other persons entitled to vote and the broker does
not have discretionary voting authority. Abstentions and broker non-votes
will be counted as Shares present for purposes of determining whether a
quorum is present but will not be voted for or against any adjournment or
proposal. Abstentions and broker non-votes will not be counted, however,
as votes cast for purposes of determining whether sufficient votes have
been received to approve a proposal. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment or against any
proposal where the required vote is a percentage of the shares present.
Proxy Statements are being mailed to shareholders on or about
March 19, 1996.
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PROPOSAL: TO APPROVE THE NEW INVESTMENT SUBADVISORY AGREEMENT
BETWEEN CALVERT ASSET MANAGEMENT COMPANY, INC. AND
LOOMIS, SAYLES & COMPANY, L.P.
BACKGROUND
Loomis, Sayles has served as the Portfolio's investment
subadviser since February 1, 1994, pursuant to an investment subadvisory
agreement ("Current Subadvisory Agreement") with Calvert Asset Management
Company, Inc. ("CAM" or "Advisor"), the Fund's investment adviser. As
discussed further below, Loomis, Sayles is an indirect subsidiary of New
England Life Insurance Company ("The New England") which, subject to
certain conditions, plans to merge into Metropolitan Life Insurance
Company ("Metropolitan Life"). The Board of Trustees of the Fund has been
advised that this merger ("Merger") is anticipated to have no effect on
Loomis, Sayles's investment management operations. For purposes of the
Investment Company Act of 1940, as amended ("1940 Act"), the Merger is
being treated as a change of control of Loomis, Sayles that, as such,
would constitute an assignment and thereby effect the automatic
termination of the Current Subadvisory Agreement. Accordingly, the Board
of Trustees has approved, and recommended that the shareholders of the
Portfolio approve, a new investment subadvisory agreement between CAM and
Loomis, Sayles ("New Subadvisory Agreement") that is identical in all
material respects to the Current Subadvisory Agreement. If approved by
shareholders of the Portfolio, the New Subadvisory Agreement would take
effect at the time of the Merger, which is anticipated to occur in the
second quarter of 1996.
THE CURRENT SUBADVISORY AGREEMENT
Under the Current Subadvisory Agreement, Loomis, Sayles, provides
a continuous investment program for the Portfolio, subject to the control
of the Board and the Adviser. The Current Subadvisory Agreement provides
that Loomis, Sayles shall make investment decisions and place orders for
the purchase and sale of portfolio securities. In addition, Loomis,
Sayles votes proxies for the Portfolio's investments and provides such
compliance reports and assistance regarding valuation of portfolio
securities as the Advisor may request.
As compensation for Loomis, Sayles's services under the Current
Subadvisory Agreement, CAM pays Loomis, Sayles a subadvisory fee
consisting of a base fee of .25% of the Portfolio's average daily net
assets plus or minus a performance adjustment. The performance adjustment
is added to or subtracted from the base fee depending on the Portfolio's
performance during the period covered by the Agreement. The performance
adjustment depends on the Portfolio's net cumulative investment
performance ("Portfolio's Investment Performance") in comparison to the
cumulative investment record of the reinvested Standard & Poor's 500 Stock
Composite Index ("Benchmark"). The performance adjustment is: +/- 7
basis points if the Portfolio's Investment Performance exceeds/trails the
Benchmark by 6 percent; +/- 14 basis points if the Portfolio's Investment
3
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Performance exceeds/trails the Benchmark by 12 percent; and +/- 20 basis
points if the Portfolio's Investment Performance exceeds/trails the
Benchmark by 18%. The initial calculation period on which the performance
fee was based was the 12-month period from June 1, 1994 to May 31, 1995.
Thereafter, the calculation period has been and will continue to be
expanded month-by-month until 36 months have elapsed since accrual began
(i.e., until May 31, 1997). Thereafter, the performance adjustment will
be based on a rolling 36 month period, which consists of the then-current
month plus the previous 35 months. For the fiscal year ended September
30, 1995, CAM paid or accrued to Loomis, Sayles subadvisory fees of
$150,770.80. In addition, CAM pays Loomis, Sayles, outside the Current
Subadvisory Agreement, a fee at the annual rate of 0.05% of the
Portfolio's average daily net assets for Loomis, Sayles's assistance in
marketing the Portfolio; for the Portfolio's fiscal year ended September
30, 1995, CAM paid Loomis, Sayles such fees in the amount of $19,193.58.
The Current Subadvisory Agreement provides that each party will
indemnify and hold harmless the other party, the Fund and their respective
directors, officers and shareholders from liability resulting from the
party's willful misfeasance, bad faith or gross negligence or reckless
disregard of its duties under the Agreement. The Current Subadvisory
Agreement provides for automatic termination unless by January 1, 1995,
and at least annually thereafter, its continuance is approved (i) by the
vote of a majority of the Trustees who are not parties to the Agreement or
interested persons, within the meaning of the 1940 Act, of any such party
("Independent Trustees"), and (ii) by the Board or the vote of the holders
of a majority of the outstanding Shares of the Portfolio. The Current
Subadvisory Agreement terminates automatically upon its assignment and is
terminable at any time, without penalty, by the Board upon 60 days written
notice. Termination by the Board must be authorized either by a majority
of the Trustees or the holders of a majority of the outstanding shares of
the Portfolio. The Current Subadvisory Agreement may also be terminated
without penalty upon not less than 60 days written notice by CAM or upon
not less than 90 days written notice by Loomis, Sayles.
The Current Subadvisory Agreement, which is dated February 1,
1994, was approved by the Portfolio's shareholders on May 24, 1994. The
Board, including a majority of the Independent Trustees, most recently
approved the continuance of the Current Subadvisory Agreement on
November 8, 1995.
THE NEW SUBADVISORY AGREEMENT
The terms and conditions of the New Subadvisory Agreement are
identical to the terms and conditions of the Current Subadvisory
Agreement, except as to effective and termination dates and the
description of the period for calculation of the performance adjustment
payable by CAM to Loomis, Sayles. If approved by shareholders at the
Meeting, the New Subadvisory Agreement will become effective upon the
Merger and terminate automatically unless, by January 1, 1997, and at
least annually thereafter, the continuance is approved in the same manner
as prescribed in the Current Subadvisory Agreement.
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With respect to the period for calculation of the performance
adjustment, the New Subadvisory Agreement provides for an initial
calculation period beginning on June 1, 1994, the inception of the
calculation period under the Current Subadvisory Agreement, to be expanded
month-by-month until May 31, 1997, after which the calculation period will
be a rolling 36-month period. Although the language of this provision in
the New Subadvisory Agreement differs from that of the Current Subadvisory
Agreement, it in essence operates to continue the calculation period
currently in effect.
Based on the information which Loomis, Sayles and CAM had
provided over the preceding year, as well as that provided at its meeting
on November 8, 1995, the Board of Trustees of the Fund, including a
majority of the Independent Trustees, at that meeting approved the New
Subadvisory Agreement, subject to approval by Portfolio shareholders, and
authorized the submittal of the Agreement to shareholders. The Board's
approval was conditioned upon its subsequent receipt and review of the
report of the Calvert Group's Social Research Department regarding
Metropolitan Life. Thereafter, at its meeting on February 6, 1996, after
receipt and discussion of the Social Research Department's report, the
Board, including a majority of the Independent Trustees, ratified its
approval and authorization of the submittal to shareholders of the New
Subadvisory Agreement.
A copy of the New Subadvisory Agreement is attached to this Proxy
Statement as Exhibit A.
LOOMIS, SAYLES & COMPANY, L.P.
Loomis Sayles & Company, L.P., the Portfolio's investment
subadviser, is a private investment counsel firm founded in 1926. It is
organized as a limited partnership which was established July 23, 1993,
and its principal place of business is One Financial Center, Boston,
Massachusetts, 02111. Its Washington, D.C. office, which services the
Portfolio, is one of [ten] regional offices and is located at 2001
Pennsylvania Avenue, N.W., Suite 200, Washington, D.C. 20006.
It is anticipated that each of the directors and officers of
Loomis, Sayles will hold the same position with Loomis, Sayles after the
Merger. The President, Chief Executive Officer and Chief Operating
Officer of Loomis, Sayles, who is also a director, is Robert James
Blanding. Sandra P. Tichenor is Vice President, General Counsel and
Secretary, and Laura M. Gallagher is Vice President. Other directors are
Daniel Joseph Fuss, Isaac H. Green, Mark Willard Holland, Jeffrey Louis
Meade, William Thomas Mullen, James Robert Nelsen, George Richard Tydings,
Anthony J. Wilkins and Peter Stuart Voss. The principal business address
of Mr. Blanding and Ms. Tichenor is 465 First Street, West, Suite 200,
Sonoma, California 95476. Mr. Green's principal business address is 1533
North Woodward, Bloomfield Hills, Michigan 48304. The principal business
address of Mr. Mullen is 5100 Poplar Avenue, Memphis, Tennessee 38137.
Mr. Nelsen's principal business address is 111 East Kilbourn Avenue,
Milwaukee, Wisconsin 53202. Mr. Tydings's principal business address is
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2001 Pennsylvania Avenue, N.W., Washington, D.C. 20006. The principal
business address of Mr. Voss is 399 Boylston St., Boston, Massachusetts
02116. The principal business address of each of the others is One
Financial Center, Boston, Massachusetts 02111.
Loomis, Sayles is a limited partnership 99% owned by its limited
partner, New England Investment Companies, L.P. ("NEIC"), whose principal
business address is 399 Boylston Street, Boston, Massachusetts 02116. The
remaining 1% of Loomis, Sayles is owned by its general partner, Loomis
Sayles & Company, Inc. ("Loomis, Sayles Inc.") which in turn is 100% owned
by NEIC. NEIC's sole general partner, New England Investment Companies,
Inc. ("NEIC, Inc."), is a wholly-owned subsidiary of The New England. The
New England also owns a majority of the outstanding limited partnership
interests in NEIC. The New England, NEIC, Inc. and Loomis, Sayles Inc.
are located at One Financial Center, Boston, Massachusetts 02111.
Loomis, Sayles acts as investment adviser or subadviser to the
following investment companies that have similar investment objectives to
the Portfolio:
<TABLE>
<CAPTION>
NET ASSETS
ANNUAL RATE AS OF 12/31/95
FUND OF COMPENSATION ($000's)
<S> <C> <C>
New England Value Fund 0.75% of first $200 million
0.780% of next $300 million
New England Balanced Fund 0.65 thereafter
New England Capital Growth Fund
New England Zenith Fund
(Avanti Growth Series)
Loomis Sayles Small Cap Fund 1%
Loomis Sayles International Equity
Fund
Loomis Sayles Growth Fund 0.75%
Loomis Sayles Growth & Income Fund
Loomis Sayles Global Bond Fund
Loomis Sales Bond Fund 0.60%
Loomis Sales Municipal Bond
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NET ASSETS
ANNUAL RATE AS OF 12/31/95
FUND OF COMPENSATION ($000's)
Loomis Sayles Short-Term Bond Fund 0.50%
Loomis Sayles U.S. Government 0.60%
Securities Fund
Loomis Sayles Investment Trust
New England Funds
</TABLE>
Philip J. Schettewi, CFA, Chief Portfolio Strategist for Loomis,
Sayles Washington, D.C. office has primary responsibility for rendering
subadvisory services to the Portfolio. Mr. Schettewi will continue to
render these services after the Merger. Mr. Schettewi, who has 14 years
experience in the investment field, supervises an extensive staff with
experience in investment-related disciplines. Mr. Schettewi is an
immediate family member of Evelyne S. Steward, Vice President of the Fund
and Senior Vice President of Calvert Group, Ltd.
In the Washington, D.C. office of Loomis, Sayles, 30% of the
principal officers and 25% of the equity research analysts are women
and/or minorities and firm-wide policies promote the hiring and
advancement of women and minorities. For example, Loomis, Sayles
participates in the Financial Services Fellowship Program, which is
designed to provide funds for women and minority students in MBA programs
at several prestigious business schools. Aileen Rappaport, Vice President
of Client Services for Loomis, Sayles and the person who assists with
matters relating to the company's provision of subadvisory services to the
Portfolio, is on the Board of Directors for Fellowship Program. Loomis,
Sayles participates in the Fellowship's summer internship program and has
selected employees from among the interns.
THE MERGER
On August 16, 1995, The New England and Metropolitan Life entered
into an agreement of merger ("Merger Agreement") which provides for The
New England to merge into Metropolitan Life. Under the Merger Agreement,
The New England's policyholders will become policyholders of Metropolitan
Life, but will receive no other consideration in connection with the
Merger. The Merger is subject to the approval of the policyholders of
both The New England and Metropolitan Life and is further conditioned upon
approval by the appropriate federal and state regulatory authorities.
After the Merger, Loomis, Sayles will remain 99% owned by NEIC
and 1% owned by Loomis, Sayles Inc. As a result of the Merger, NEIC, Inc.
7
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will become a wholly-owned subsidiary of Metropolitan Life and
Metropolitan Life will own either directly, or through a wholly-owned
subsidiary, the NEIC limited partnership interests currently owned by The
New England. Metropolitan Life is located at ______________.
Affiliates of Loomis, Sayles may be deemed to be receiving a
benefit in connection with the change of ownership resulting from the
Merger. Under the terms of the Merger Agreement, The New England and
Metropolitan Life have agreed to use their best efforts to satisfy, and
thereby avail themselves of, the safe harbor provided by Section 15(f) of
the 1940 Act.
In general, Section 15(f) of the 1940 Act provides that when a
change in control of an investment adviser occurs that results in an
assignment of the adviser's investment advisory agreement with an
investment company, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith as long
as two conditions are satisfied. First, there can be no "unfair burden"
imposed on the investment company as a result of the transaction relating
to the change of control, or any express or implied terms, conditions or
understandings applicable to the transaction. The term "unfair burden,"
as defined in the 1940 Act includes any arrangement during the two-year
period after the change in control whereby an investment adviser, (or
predecessor or successor adviser), or any interested person of any such
adviser, receives or is entitled to receive any compensation directly or
indirectly, from the investment company or its security holders (other
than fees for bona fide investment advisory or other services) or from any
person in connection with the purchase or sale of securities or other
property to, from, or on behalf of the investment company (other than fees
for bona fide principal underwriting services). No such compensation
arrangements with the Fund are contemplated in connection with the Merger.
The second condition is that during the three-year period
immediately following consummation of the transaction, at least 75% of the
investment company's board of trustees must not be "interested persons" of
the investment adviser or predecessor adviser within the meaning of the
1940 Act. Currently, no member of the Board is an interested persons of
Loomis, Sayles.
VOTE REQUIRED FOR APPROVAL OF THE NEW SUBADVISORY AGREEMENT
Approval of the New Subadvisory Agreement requires the
affirmative vote of the holders of the lesser of: (1) 67% of the shares of
the Portfolio present at the Meeting if the holders of more than 50% of
the outstanding shares are present or represented by proxy at the Meeting;
or (2) more than 50% of the outstanding shares of the Portfolio entitled
to vote at the Meeting. If the New Subadvisory Agreement is not approved,
the Board of Trustees will take such actions as it deems appropriate.
THE BOARD OF TRUSTEES RECOMMENDS THAT THE
PORTFOLIO'S SHAREHOLDERS VOTE FOR THE NEW SUBADVISORY AGREEMENT
8
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INFORMATION ABOUT THE FUND AND THE PORTFOLIO
Calvert Social Investment Fund is an open-end, diversified
investment company organized as a Massachusetts business trust under a
Declaration of Trust dated November 30, 1981. The Fund offers four
separate portfolios. This Proxy Statement relates only to the Equity
Portfolio, which began issuing shares in August 1987. On March 1, 1994,
all the Portfolio's issued and outstanding shares were classified as Class
A shares and the Portfolio began to issue Class C shares as well. The
Fund also offers shares of its Managed Growth Portfolio, Bond Portfolio
and Money Market Portfolio.
The Portfolio seeks growth of capital through investment in the
equity securities of issuers in industries perceived to offer
opportunities for potential capital appreciation and which satisfy the
Fund's social criteria. The Portfolio normally invests at least 80% of
its net assets in equity securities including, common stocks, convertible
securities and preferred stocks. For liquidity purposes or pending the
investment of the proceeds of the sale of its shares, the Portfolio may
invest up to 20% of the value of its assets in money market instruments,
including: obligations of the U.S. Government, its agencies and
instrumentalities; certificates of deposit of banks (generally,
institutions with total assets of at least one billion dollars); and
commercial paper or other corporate notes of investment grade quality.
These securities may be purchased subject to repurchase agreements with
recognized securities dealers and banks. However, if the Portfolio has
assumed a temporary defensive posture, there is no limitation on the
percentage of its assets that may be invested in money market instruments.
Once potential investments have been selected, the Advisor
further reviews them for compatibility with set of criteria known as
"screens." The screens are used in order to direct the Portfolio's
investments pursuant to the philosophy that long-term rewards to investors
will come from those organizations with products, services, and methods
that enhance the human condition and the traditional American values of
individual initiative, equality of opportunity and cooperative effort.
SECURITIES OWNERSHIP
The following tables set forth information with respect to each
class of the Portfolio, as of February 23, 1996, regarding the beneficial
ownership the Portfolio's shares by the Fund's Trustees and chief
executive officer. As of February 23, 1996, all Trustees and executive
officers of the Fund, as a group, owned less than 1.0% of the Portfolio's
outstanding Class A shares and all Trustees and executive officers of the
Fund, as a group, owned less than 1.0% of the Portfolio's outstanding
Class C shares.
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Amount and Nature of Beneficial
Ownership1
Name and Address ------------------------------
of Beneficial Owner Class A Shares Class C Shares
-------------------
Rebecca Adamson, Trustee
69 Kelley Road
Falmouth, VA 22405
Richard L. Baird, Jr., Trustee
1-211 Overlook Drive
Pittsburgh, PA 15216
John G. Guffey, Jr., Trustee
and Executive Vice President
7205 Pomander Lane
Chevy Chase, MD 20815
Joy V. Jones, Esq., Trustee
175 West 12th Street
New York, New York 10011
Terrence J. Mollner, Ed.D., Trustee
15 Edwards Square
Northampton, MA 01060
Sydney Amara Morris, Trustee
1225 W. 26th Avenue
Vancouver, British Columbia
Canada V6H2A8
Charles T. Nason, Trustee
51 Louisiana Avenue, N.W.
Washington, D.C. 20001
D. Wayne Silby, Esq., Chairman
of the Board of Trustees and
President
1715 18th Street, N.W.
Washington, D.C. 20009
Clifton S. Sorrell, Jr., Trustee
4550 Montgomery Avenue
Bethesda, MD 20814
1 No Trustee owned more than 1% of the outstanding shares of the
Portfolio.
10
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INVESTMENT ADVISORY, UNDERWRITING AND ADMINISTRATIVE SERVICES
ADVISORY AND ADMINISTRATIVE SERVICES
Calvert Asset Management Company, Inc., is a registered
investment adviser under the Investment Advisers Act of 1940, as amended.
CAM provides management, investment advisory and administrative services
to Calvert Social Investment Fund and other registered investment
companies in the Calvert Group Family of Funds.
CAM serves as investment adviser to the Portfolio pursuant to an
investment management agreement ("Management Agreement") dated May 24,
1994 which was last approved by the Trustees on November 8, 1995. Under
the Management Agreement, and subject to the supervision of the Trustees,
CAM provides a continuous investment program for each portfolio, monitors
the investment performance of each subadviser, and supervises all aspects
of the Fund's operations. The Management Agreement expressly permits
advisory services to be delegated to and performed by a subadviser.
The Management Agreement provides for the Fund to bear all
expenses not specifically assumed by CAM. CAM is specifically required to
pay, among other things, the salaries and fees of all Trustees, executive
officers and employees of the Fund who are affiliated persons of CAM as
well as brokerage commissions and other expenses associated with the
purchase and sale of securities and charges of the custodian and transfer
agent. The Funds' expenses are accrued daily.
For services provided under the Management Agreement, the
Portfolio pays CAM a fee computed daily and paid monthly. During the
fiscal year ended September 30, 1995, the Portfolio paid (or accrued) to
CAM advisory fees of $569,589.00.
DISTRIBUTION OF THE PORTFOLIO'S SHARES
Calvert Distributors, Inc.("CDI" or "Distributor") is the
principal underwriter and distributor for the Portfolio's securities.
Under the terms of CDI's underwriting agreement with the Portfolio, the
Distributor markets and distributes the Fund's shares and is responsible
for payment of commissions and service fees to broker-dealers, banks, and
financial services firms; the preparation of advertising and sales
literature; and the printing and mailing of prospectuses to prospective
investors.
For its services, the Distributor receives a maximum sales charge
of 4.75% from which it normally compensates broker-dealer firms for sales
of Fund Class A shares at a maximum commission rate of 4%. The
Distributor may compensate such firms on sales of Fund shares exempt from
the sales charge, at up to 0.25% of the amount of the sale. In addition
to any sales charge allowance, the Distributor may pay broker-dealers or
other financial services firms periodic service fees at an annual rate of
up to 0.25% of the average daily net asset value of Class A shares held in
accounts maintained by those firms. The Fund has adopted a Distribution
11
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Plan with respect to Class A shares which provides for payments for
expenses associated with the distribution and servicing of Class A shares
at a maximum annual rate of 0.35% of the average daily net asset value of
the Portfolio's Class A shares. The Distribution Plan adopted by the Fund
with respect to its Class C shares provides for payments for expenses
associated with the distribution and servicing of Class C shares at an
annual rate of up to 1.00% of the average daily net asset value of the
Portfolio's Class C shares. CDI will continue to serve as the principal
underwriter with respect to the Portfolio after the New Subadvisory
Agreement is approved. For the fiscal year ended September 30, 1995, the
Portfolio paid no brokerage commissions to CDI.
CDI is wholly-owned by Calvert Group, Ltd. which is wholly-owned
by Acacia Financial Corporation. Acacia Financial Corporation, in turn,
is wholly-owned by Acacia Mutual Life Insurance Company. The business
address of CDI, CAM and Calvert Group, Ltd. is 4550 Montgomery Avenue,
Suite 1000N, Bethesda, Maryland, 20814. The Acacia companies are located
at 51 Louisiana Avenue, N.W., Washington, D.C. 20001.
GENERAL INFORMATION
OTHER MATTERS
The Fund's management does not know of any matters to be
presented to the Meeting other than the matters set forth in this
statement. If other business should properly come before the Meeting the
proxyholders will vote thereon in accordance with their best judgment.
SHAREHOLDER PROPOSALS
The Meeting is a special meeting of shareholders. The Fund and
the Portfolio are not required to, nor does either intend to, hold regular
meetings of its shareholders. If such a meeting is called, any
shareholder who wishes to submit a proposal for consideration at the
meeting should submit the proposal promptly to the Fund.
ANNUAL REPORT
The Trust will furnish to shareholders of the Portfolio, without
charge, a copy of the most recent Annual Report of the Fund, which
includes information relating to the Portfolio, upon request. Requests
for such report should be made by writing to the Fund at 4550 Montgomery
Avenue, Bethesda, Maryland 20814 or by calling [1-800-368-2745].
12
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IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED.
A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
By order of the Board of Trustees
William M. Tartikoff, Esq.
Assistant Secretary
March 19, 1996
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PROXY
CALVERT SOCIAL INVESTMENT FUND
EQUITY PORTFOLIO
To be voted at the April 19, 1996 Special Meeting of Shareholders
Clifton S. Sorrell, Jr. and William M. Tartikoff are hereby appointed
attorney-in-fact and proxy with full power of substitution in each, to
vote and act with respect to all shares of Calvert Social Investment Fund
Equity Portfolio, standing in the name of the undersigned, at the Special
Meeting of Shareholders to be held at the offices of Calvert Group, Ltd.,
10th Floor Conference Room, 4550 Montgomery Avenue, Suite 1000N, Bethesda,
Maryland 20814, on April 19, 1996 at 12:00 p.m., Eastern time, and at any
adjournment. Messrs. Sorrell and Tartikoff are instructed to vote as
indicated on the matter referred to in the Proxy Statement for the
meeting, receipt of which is hereby acknowledged, with discretionary power
to vote on such other business as may properly come before the meeting or
any adjournment.
The Board of Trustees recommends a vote FOR the proposal.
PLEASE VOTE, DATE AND SIGN ON THE OTHER SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this proxy. When
signing in a fiduciary capacity, such as executor, administrator, trustee,
guardian, etc., please so indicate. Corporate and partnership proxies
should be signed by an authorized person indicating the person's title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
<PAGE>
_ _ PLEASE MARK VOTES AS IN
/_X_/ THIS EXAMPLE
CALVERT SOCIAL
INVESTMENT FUND
EQUITY PORTFOLIO
REGISTRATION
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
_____________________________________________________________
<PAGE>
FOR AGAINST ABSTAIN
__ __ __
/_/ /_/ /_/
To approve a new investment subadvisory
agreement for the Equity Portfolio:
Mark box at right if comments or address change have been noted
on the reverse side of this card.
NOTE: Please sign exactly as your name appears on this proxy.
When signing in a fiduciary capacity, such as executor,
administrator, trustee, guardian, etc., please so indicate.
Corporate and partnership proxies should be signed by an
authorized person indicating the person's title.
RECORD DATE SHARES:
_____________________________________________________________
<PAGE>
<PAGE>
EXHIBIT A
To Be Presented to Equity Portfolio
Shareholders for Vote on April 19, 1996
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT ("Agreement"), effective
__________, 1996, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a
Delaware corporation registered as an investment advisor under the
Investment Advisers Act of 1940 (the "Advisor"), and Loomis, Sayles & Co.,
L.P. a Delaware partnership (the "Subadvisor").
WHEREAS, the Advisor is the investment advisor to Calvert Social
Investment Fund, an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
WHEREAS, the Advisor desires to retain the Subadvisor to furnish
it with certain investment advisory services in connection with the
Advisor's investment advisory activities on behalf of the Equity
Portfolio, a series of Calvert Social Investment Fund and any additional
series of Calvert Social Investment Fund, for which Schedules are attached
hereto (each such series referred to individually as the "Fund");
NOW, THEREFORE, in consideration of the promises and the terms
and conditions hereinafter set forth, it is agreed as follows:
1. Services to be Rendered by the Subadvisor to the Fund.
------------------------------------------------------
(a) Investment Program. Subject to the control of
the Fund's Board of Trustees ("Trustees") and the Advisor, the
Subadvisor at its expense continuously will furnish to the Fund
an investment program for such portion, if any, of Fund assets
designated by the Advisor from time to time. With respect to
such assets, the Subadvisor will make investment decisions, apply
investment selection social screens, as described more fully at
Section 1(g) of this Agreement, to determine that all investments
meet the Fund's social criteria, and will place all orders for
the purchase and sale of portfolio securities. The Subadvisor
shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized,
have no authority to act for or represent the Fund or the Advisor
in any way or otherwise be deemed an agent of the Fund or the
Advisor. In the performance of its duties, the Subadvisor will
act in the best interests of the Fund and will comply with (i)
applicable laws and regulations, including, but not limited to,
the 1940 Act, (ii) the terms of this Agreement, (iii) the Fund's
Declaration of Trust, Bylaws and Registration Statement as from
time to time amended, (iv) relevant undertakings provided to
State securities regulators, (v) the stated investment objective,
<PAGE>
policies and restrictions of the Fund, and (vi) such other
guidelines as the Trustees or Advisor may establish. The Advisor
shall be responsible for providing the Subadvisor with current
copies of the materials specified in Subsections (a)(iii), (iv),
(v) and (vi) of this Section 1.
(b) Availability of Personnel. The Subadvisor at its
expense will make available to the Trustees and Advisor at
reasonable times its Chief Portfolio Strategist, Philip J.
Schettewi ("Schettewi"), portfolio managers and other appropriate
personnel, either in person, or, at the mutual convenience of the
Advisor and the Subadvisor, by telephone, in order to review the
Fund's investment policies and to consult with the Trustees and
Advisor regarding the Fund's investment affairs, including
economic, statistical and investment matters relevant to the
Subadvisor's duties hereunder, and will provide periodic reports
to the Advisor relating to the investment strategies it employs.
(c) Expenses, Salaries and Facilities. The
Subadvisor will pay all expenses incurred by it in connection
with its activities under this Agreement, including but not
limited to all salaries of personnel and facilities required for
it to execute its duties under this Agreement.
(d) Compliance Reports. The Subadvisor at its
expense will provide the Advisor with such compliance reports
relating to its duties under this Agreement as may be agreed upon
by such parties from time to time.
(e) Valuation. The Subadvisor will assist the Fund
and its agents in determining whether prices obtained for
valuation purposes accurately reflect market price information
relating to the assets of the Fund for which the Subadvisor has
responsibility on a daily basis (unless otherwise agreed upon by
the parties hereto) and at such other times as the Advisor shall
reasonably request.
(f) Executing Portfolio Transactions. In selecting
brokers and dealers to execute purchases and sales of investments
for the Fund, the Subadvisor will use its best efforts to obtain
the most favorable price and execution available in accordance
with this paragraph. The Subadvisor agrees to provide the
Advisor and the Fund with copies of its policy with respect to
allocation of brokerage on trades for the Fund. Subject to
review by the Trustees of appropriate policies and procedures,
the Subadvisor may cause the Fund to pay a broker a commission,
for effecting a portfolio transaction, in excess of the
commission another broker would have charged for effecting the
same transaction. If the first broker provided brokerage and/or
research services, including statistical data, to the Subadvisor,
the Subadvisor shall not be deemed to have acted unlawfully, or
to have breached any duty created by this Agreement, or
otherwise, solely by reason of acting according to such
authorization.
<PAGE>
(g) Social Screening. The Advisor is responsible for
screening all investments to determine that all investments meet
the Fund's social investment criteria, as may be amended from
time to time by the Trustees. The Advisor may, but is not
required to, hire additional parties ("Additional Parties") at
the Advisor's expense to assist with the oversight of the social
screening process. The Subadvisor agrees to fully cooperate with
the Advisor or such Additional Parties.
(h) Voting Proxies. The Subadvisor agrees to vote
all proxies for the Fund's portfolio investments in a timely
manner, subject to the direction of the Trustees and Advisor.
(i) Furnishing Information for the Fund's Proxies.
The Subadvisor agrees to provide the Advisor in a timely manner
with all information necessary, including the Subadvisor's
certified balance sheet and information concerning the
Subadvisor's controlling persons, for preparation of the Fund's
proxy statements, as may be needed from time to time.
2. Books and Records. In connection with the purchase and
sale of the Fund's portfolio securities, the Subadvisor shall arrange for
the transmission to the Fund's custodian, on a daily basis, of such
confirmations, trade tickets or other documentation as may be necessary to
enable the Advisor to perform its accounting and administrative
responsibilities with respect to the management of the Fund. Pursuant to
Rule 31a-3 under the 1940 Act, and any other laws, rules or regulations
regarding recordkeeping, the Subadvisor agrees that: (a) all records it
maintains for the Fund are the property of the Fund; (b) it will surrender
promptly to the Fund or Advisor any such records upon the Fund's or
Advisor's request; (c) it will maintain for the Fund the records that the
Fund is required to maintain under Rule 31a-1(b) insofar as such records
relate to the investment affairs of the Fund for which the Subadvisor has
responsibility under this Agreement; and (d) it will preserve for the
periods prescribed by Rule 31a-2 under the 1940 Act the records it
maintains for the Fund.
3. Other Agreements, Exclusivity. Each party and its
affiliates may have advisory, management service or other agreements with
other organizations and persons, and may have other interests and
businesses; provided, however, that the Subadvisor agrees that it will not
sponsor or provide investment advice to another registered investment
company which is "socially screened", as that term is commonly understood.
Additionally, Subadvisor agrees that Schettewi, will not manage another
registered investment company with a similar investment objective, whether
sponsored by the Subadvisor or others, for a period of twelve (12) months
from the effective date of this Agreement.
4. Compensation. The Advisor will pay to the Subadvisor as
compensation for the Subadvisor's services rendered pursuant to this
Agreement an annual subadvisory fee as specified in one or more Schedules
attached hereto and made part of this Agreement. Such fees shall be paid
by the Advisor (and not by the Fund). Such fees shall be payable for each
month within 15 business days after the end of such month. If the
<PAGE>
Subadvisor shall serve for less than the whole of a month, the
compensation as specified shall be prorated. The Schedules may be amended
from time to time, provided that amendments are made in conformity with
applicable laws and regulations and the Declaration of Trust and Bylaws of
the Fund. Any change in the Schedule pertaining to any new or existing
series of the Fund shall not be deemed to affect the interest of any other
series of the Fund and shall not require the approval of shareholders of
any other series of the Fund.
5. Assignment and Amendment of Agreement. This Agreement
automatically shall terminate without the payment of any penalty in the
event of its assignment or if the Investment Advisory Agreement between
the Advisor and the Fund shall terminate with respect to any series of the
Calvert Social Investment Fund is applicable for any reason. This
Agreement shall not be materially amended unless, if required by SEC rules
and regulations, such amendment is approved by the affirmative vote of a
majority of the outstanding shares of the Fund, and by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of
a majority of the Trustees of the Fund who are not interested persons of
the Fund, the Advisor or the Subadvisor.
6. Duration and Termination of the Agreement. This
Agreement shall become effective upon its execution; provided, however,
that this Agreement shall not become effective with respect to any series
now existing or hereafter created unless it has first been approved (a) by
a vote of the majority of those Trustees of the Fund who are not parties
to this Agreement or interested persons of such party, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by a
vote of a majority of that series' outstanding voting securities or as
otherwise provided by law. This Agreement shall remain in full force and
effect continuously thereafter (unless terminated automatically as set
forth in Section 5) except as follows:
(a) The Fund may at any time terminate this Agreement
without penalty with respect to any or all series by providing
not more than 60 days, written notice delivered or mailed by
registered mail, postage prepaid, to the Advisor and the
Subadvisor. Such termination can be authorized by the
affirmative vote of a majority of the (i) Trustees of the Fund,
or (ii) outstanding voting securities of the applicable series.
(b) This Agreement will terminate automatically with
respect to a series unless, by January 1, 1997, and at least
annually thereafter, the continuance of the Agreement is
specifically approved by (i) the Trustees of the Fund or the
shareholders of such series by the affirmative vote of a majority
of the outstanding shares of such series, and (ii) a majority of
the Trustees of the Fund who are not interested persons of the
Fund, Advisor or Subadvisor, by vote cast in person at a meeting
called for the purpose of voting on such approval. If the
continuance of this Agreement is submitted to the shareholders of
any series for their approval and such shareholders fail to
approve such continuance as provided herein, the Subadvisor may
<PAGE>
continue to serve hereunder in a manner consistent with the 1940
Act and the rules and regulations thereunder.
(c) The Advisor may at any time terminate this
Agreement with respect to any or all series by not less than 60
days' written notice delivered or mailed by registered mail,
postage prepaid, to the Subadvisor, and the Subadvisor may at any
time terminate this Agreement with respect to any or all series
by not less than 90 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Advisor.
Upon termination of this Agreement, the duties of the Advisor delegated to
the Subadvisor under this Agreement with respect to such series
automatically shall revert to the Advisor.
7. Notification of the Advisor. The Subadvisor promptly
shall notify the Advisor in writing of the occurrence of any of the
following events:
(a) the Subadvisor shall fail to be registered as an
investment advisor under the Investment Advisers Act of 1940, as
amended, and under the laws of any jurisdiction in which the
Subadvisor is required to be registered as an investment advisor
in order to perform its obligations under this Agreement;
(b) the Subadvisor shall have a change in the
membership of its partnership;
(c) the Subadvisor shall have been served or
otherwise have notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
public board or body, involving the affairs of the Fund; or
(d) any other occurrence that might affect the
ability of the Subadvisor to provide the services provided for
under this Agreement.
8. Definitions. For the purposes of this Agreement, the
terms "vote of a majority of the outstanding Shares," "affiliated person,"
"control," "interested person" and "assignment" shall have their
respective meanings as defined in the 1940 Act and the rules and
regulations thereunder subject, however, to such exemptions as may be
granted by the Securities and Exchange Commission under said Act; and the
term "specifically approve at least annually" shall be construed in a
manner consistent with the 1940 Act and the rules and regulations
thereunder.
9. Indemnification. The Subadvisor shall indemnify and hold
harmless the Advisor, the Fund, their respective, directors, trustees,
officers and shareholders from any and all claims, losses, expenses,
obligation and liabilities (including reasonable attorneys fees) which
arise or result from the Subadvisor's willful misfeasance, bad faith, or
gross negligence or reckless disregard of its duties hereunder.
<PAGE>
The Advisor shall indemnify and hold harmless the Subadvisor, the
Fund, their respective, directors, officers, partners and shareholders
from any and all claims, losses, expenses, obligation and liabilities
(including reasonable attorneys fees) which arise or result from the
Advisor's willful misfeasance, bad faith, or gross negligence or reckless
disregard of its duties hereunder.
10. Applicable Law and Jurisdiction. This Agreement shall be
governed by Maryland law, and any dispute arising from this Agreement or
the services rendered hereunder shall be resolved through legal
proceedings, whether state, federal, or otherwise, conducted in the state
of Maryland or in such other manner or jurisdiction as shall be mutually
agreed upon by the parties hereto.
11. Miscellaneous. Each party agrees to perform such further
acts and execute such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included for
convenience only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect.
IN WITNESS WHEREOF, and have each caused this instrument to be signed in
duplicate on its behalf by its duly authorized representative.
Attest: CALVERT ASSET MANAGEMENT COMPANY, INC.
BY: ________________ BY: _________________________________
(Name and Title)
Attest: LOOMIS, SAYLES & CO., L.P.
BY: ________________ BY: _________________________________
(Name and Title)
<PAGE>
Schedule
to the
Investment
Subadvisory Agreement
between
Calvert Asset Management Company, Inc.
and
Loomis, Sayles & Co. L.P.
As compensation pursuant to Section 4 of the Subadvisory
Agreement between Calvert Asset Management Company (the "Advisor") and
Loomis, Sayles & Co., L.P. (the "Subadvisor"), the Advisor shall pay the
Subadvisor a Subadvisory Fee for the Calvert Social Investment Fund,
Equity Portfolio ("Fund") consisting of a base fee ("Base Fee") plus or
minus a performance fee ("Performance Fee"). The Base Fee shall be 25
basis points of average daily net assets.
The Performance Fee shall be +/- 7 basis points if the net
cumulative investment performance of the Fund ("Investment Performance")
exceeds or trails the cumulative investment record of the reinvested
Standard & Poors 500 Stock Composite Index ("Investment Record") by 6
percent +/- 14 basis points if the Investment Performance exceeds or
trails the Investment Record by 12 percent and +/- 20 basis points if the
Investment Performance exceeds or trails the Investment Record by 18
percent.
The period for calculating the Performance Fee ("Base Period")
shall begin June 1, 1994 ("Beginning Date") and shall be incremented by 1
month until May 31, 1997. Thereafter the Base Period shall be a rolling
36 months.
The computation of the Investment Performance and the Investment
Record will be made in accordance with Rule 205-1 under the Investment
Advisors Act of 1940 or any other applicable rule as, from time to time,
may be adopted or amended.
<PAGE>
