SEC Registration Nos.
2-75106 and 811-3334
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 24 XX
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 24 XX
Calvert Social Investment Fund
(Exact Name of Registrant as Specified in Charter)
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
Registrant's Telephone Number: (301) 951-4800
William M. Tartikoff, Esq.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
___ Immediately upon filing ___ on (date)
pursuant to paragraph (b) pursuant to paragraph (b)
___ 60 days after filing X 75 days after filing
pursuant to paragraph (a) pursuant to paragraph (a)(2)
of Rule 485.
<PAGE>
Calvert Social Investment Fund
Form N-1A Cross Reference Sheet
Item number Prospectus Caption
1. Cover Page
2. Portfolio Expenses
3. Total Return
4. Investment Objectives and Policies
Investment Strategy & Related Risks
Management of the Portfolio
5. Management of the Portfolio
6. Alternative Sales Options
Management of the Portfolio
Dividends and Taxes
7. How to Buy Shares Alternative Sales Options
Management of the Portfolio
Net Asset Value
Exhibit A - Reduced Sales Charges
8. How to Sell Your Shares
9. *
Statement of Additional Information Caption
10. Cover Page
11. Table of Contents
12. General Information
13 Investment Objectives and Policies
Investment Restrictions
Investment Selection Screening Process
14. Trustees, Officers and Advisory Council
15. Trustees, Officers and Advisory Council
16. Investment Advisor
Transfer and Shareholder Servicing Agent
Independent Auditors and Custodians
17. Portfolio Transactions
18. General Information
19. Purchase and Redemption of Shares
Net Asset Value
20. Dividends and Taxes
21. Method of Distribution
22. Calculation of Total Return
23. *
* Inapplicable or negative answer
<PAGE>
Subject to Completion
Information contained in this Preliminary Prospectus is subject to completion
or amendment. A registration statement relating to these securities has been
filed with the Securities and Exchange Commission. These securities may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any sale of
these securities in any State in which such offer solicitation or sale would
be unlawful prior to registration or qualification under the securities laws
of any such State.
PRELIMINARY PROSPECTUS
[___________], 1997
CALVERT SOCIAL INVESTMENT FUND
MANAGED INDEX PORTFOLIO
4550 Montgomery Avenue, Bethesda, Maryland 20814
INVESTMENT OBJECTIVE
The Managed Index Portfolio (the "Portfolio") seeks to provide a total return
after expenses which exceeds over time the total return of the Russell 1000
Index. The Portfolio seeks to obtain this objective while maintaining similar
risk characteristics of the Russell 1000 Index and through investment in
equity securities that satisfy the Portfolio's investment and social criteria.
WHETHER THE PORTFOLIO IS FOR YOU
The Portfolio is designed for investors who are seeking returns which exceed
the Russell 1000 index with similar risk characteristics and who want to
invest in socially responsible companies.
PURCHASE INFORMATION
The Portfolio offers four classes of shares, each with different expense
levels and sales charges. You may choose to purchase (i) Class A shares, with a
sales charge imposed at the time you purchase the shares ("front-end sales
charge"), (ii) Class B shares, which impose no front end sales charge, but may
impose a deferred sales charge at the time of redemption, depending on how long
you have owned the shares ("contingent deferred sales charge," or "CDSC"); (iii)
Class C shares which impose neither a front-end sales charge nor a contingent
deferred sales charge or (iv) Class I, for institutional or other investors
able to maintain a $1,000,000 minimum account balance. Class C shares are not
available through all brokers. Class B and C shares have a higher level of
expenses than Class A shares, including higher Rule 12b-1 fees. Class I has the
lowest expenses. These alternatives permit you to choose the method of
purchasing shares that is most beneficial to you, depending on the amount of the
purchase, the length of time you expect to hold the shares, and other
circumstances. See "Alternative Sales Options" for further details. To open an
account, call your broker, or complete and return the enclosed Account
Application.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE PORTFOLIO'S SHARES ARE NOT GUARANTEED OR INSURED BY THE FDIC OR ANY OTHER
AGENCY OF THE U.S. GOVERNMENT, NOR ARE THE SHARES DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED BY, STATE STREET BANK AND TRUST COMPANY, OR ANY
OTHER BANK. AS WITH ANY INVESTMENT IN COMMON STOCKS, WHICH ARE SUBJECT TO
WIDE FLUCTUATIONS IN MARKET VALUE, YOU COULD LOSE MONEY BY INVESTING IN THE
PORTFOLIO.
ABOUT THIS PROSPECTUS
Please read this Prospectus for information you should know before investing,
and keep it for future reference. A Statement of Additional Information for
the Portfolio dated [__________], has been filed with the Securities and
Exchange Commission and is incorporated by reference. This free Statement is
available upon request from the Portfolio: 800-368-2748.
The SEC maintains a Web site at http://www.sec.gov that contains the Statement
of Additional Information, material incorporated by reference, and other
information regarding the Portfolio.
PORTFOLIO EXPENSES
A. Shareholder Transaction Costs Class A Class B Class C Class I
Front-End Sales Charge on 2.00% None None None
Purchases (as a percentage of
offering price)
Contingent Deferred Sales None _____ None None
Charge
A contingent deferred sales charge is imposed on the proceeds of Class B shares
redeemed within years of their purchase, subject to certain exceptions. That
charge is imposed as a percentage of net asset value at the time or purchase or
redemption, whichever is less, and declines from _____% in the first year that
shares are held, to ___% in the second and third years, ___% in the fourth year,
_____% in the fifth year, and ___% in the sixth year. There is no charge on
redemptions of Class B shares held for more than six years. See "How to Buy
Shares - Class B Contingent Deferred Sales Charge", below).
For each account with a balance of less than $10,000, an account
maintenance fee of $2.50 is deducted each quarter from the Portfolio
dividends. If you are otherwise entitled to receive a dividend that is less
than the fee, shares will be automatically redeemed to make up the difference.
B. Annual Portfolio Operating Expenses Class A Class B Class C Class I
(as a percentage of average net
assets)
Management Fees (includes ______ _____ ______ ______
administrative fees)
Rule 12b-1 Service and Distribution
Fees ______ ______ _____ None
Other Expenses (Estimated) ______ ______ _____ _____
Total Portfolio Operating Expenses ______ ______ _____ _____
C. Example: You would pay the following expenses on a $1,000
investment, assuming: (1) 5% annual return; (2)
redemption at the end of each period, and (3) for Class
A shares, payment of the maximum front-end sales charge
at the time of purchase.
<TABLE>
<CAPTION>
1 Year 3 years
<S> <C> <C>
Class A $___ $___
Class B
Assuming a complete
redemption at end of
period<F1> $___ $___
Assuming no redemption $___ $___
Class C $___ $___
Class I $___ $___
<FN>
<F1> Assumes payment of maximum applicable contingent deferred sales
charge.
</FN>
</TABLE>
The example, which is hypothetical, should not be considered a representation
of past or future expenses. Actual expenses and return may be higher or lower
than those shown.
Explanation of Table: The purpose of the table is to assist you in
understanding the various costs and expenses (other than account maintenance
fees) that an investor in the Portfolio would bear directly (shareholder
transaction costs) or indirectly (annual portfolio operating expenses).
A. Shareholder Transaction Costs are charges you pay when you buy or
sell shares of the Portfolio. See "Reduced Sales Charges" at Exhibit A to see
if you qualify for possible reductions in the sales charge applicable to Class
A shares. If you request a wire redemption of less than $1,000, you will be
charged a $5 wire fee.
B. Annual Portfolio Operating Expenses. Management Fees are paid by the
Portfolio to the Advisor for managing its investments and business affairs.
Management fees include the subadvisory fee paid by Calvert Asset Management
Company, Inc. (the "Advisor") to State Street Global Advisors (the
"Subadvisor"), and the administrative service fee paid to Calvert
Administrative Services Company. The Portfolio incurs Other Expenses for
maintaining shareholder records, furnishing shareholder statements and
reports, and other services. Other expenses are based on estimates for the
current fiscal year. Management Fees and Other Expenses are reflected in the
Portfolio's daily share price and are not charged directly to individual
shareholder accounts. Please refer to "Management of the Portfolio" for
further information. The Advisor may voluntarily reimburse expenses of the
Portfolio or waive its fees. The Advisor may recapture from the Fund any fees
it waives or expenses it assumes, subject to certain limitations.
The Class A, Class B and Class C Rule 12b-1 fees include an asset-based
sales charge. Thus, long-term Class A, Class B or Class C shareholders in the
Portfolio may pay more in total sales charges than the economic equivalent of
the maximum front-end sales charge permitted by rules of the National
Association of Securities Dealers, Inc. (the "NASD"). In addition to the
compensation itemized above (sales charge and Rule 12b-1 service and
distribution fees), certain broker/dealers and/or their salespersons may receive
other compensation for the distribution of the securities or for services to the
Portfolio. See the Statement of Additional Information, "Method of
Distribution."
INVESTMENT OBJECTIVE AND POLICIES
Investment Objective
The Managed Index Portfolio (the "Portfolio") seeks to provide a total return
after expenses which exceeds over time the total return of the Russell 1000
Index. The Portfolio seeks to obtain this objective while maintaining similar
risk characteristics of the Russell 1000 Index and through investment in
equity securities that satisfy the Portfolio's investment and social
criteria. There can be no assurance that the Portfolio will be successful in
meeting its objective. Long-term capital growth may be achieved as the
Portfolio attempts to track its index. The Portfolio's investment objective is
not fundamental and, unless otherwise specified, its policies and strategies
are not fundamental. The investment objective and each non-fundamental policy
and strategy may be changed by the Fund's Board of Trustees without
shareholder approval.
INVESTMENT STRATEGY AND RELATED RISKS
Risks
The Portfolio follows an enhanced index management strategy. This means that,
rather than passively holding a representative basket of securities designed
to match the Russell 1000 Index, the Subadvisor actively uses a proprietary
analytical model to attempt to enhance the Portfolio's performance, relative
to that index.
The Portfolio is constructed from those stocks in the Russell 1000 index which
meet the Portfolio's social screening criteria. From this list of stocks, the
subadvisor chooses stocks that closely mirror the index in terms of various
factors such as industry weightings, capitalization, beta and yield. By
providing exposure to these various factors which affect returns to match the
factor exposure of the index, the Portfolio is expected to have minimal return
difference from the index. Even though certain industries are eliminated from
the Portfolio by the screens, the factor model permits mathematical
substitutes which are expected to mimic the return characteristics of the
missing industries and stocks. The final step in the process is to apply the
subadvisor's proprietary valuation method which attempts to identify the
stocks which have the greatest potential for superior performance.
Each security identified for potential investment is ranked according to two
separate and relatively uncorrelated measures: value and momentum of market
sentiment. The value measure compares a company's assets, projected earnings
growth and cash flow growth with its stock price within the context of its
historical valuation. The measure of market sentiment examines changes in
market analysts' earnings estimates and ranks stocks by the strength and
consistency of those changes. These two measures combine to create a single
composite score of each stock's attractiveness. The Portfolio is constructed
from securities that meet its social criteria, weighted through a quadratic
optimization process that seeks to reduce expected risk vis-+-vis the Russell
1000 Index.
The Russell 1000 index measures the performance of the 1,000 largest companies
in the Russell 3000. The Russell 3000 index measures the performance of the
3,000 largest US companies based on total market capitalization, which
represents approximately 98% of the investable US equity market. As of the
latest reconstitution, the average market capitalization of the Russell 1000
was approximately $7.6 billion; the median market capitalization was
approximately $3.0 billion. The smallest company in the index had an
approximate market capitalization of $1.1 billion.
An index fund has operating expenses; a market index does not. The Portfolio
- - while expected to track its target index as closely as possible while
satisfying its investment and social criteria - will not be able to match the
performance of the index exactly. The Portfolio is not sponsored, sold,
promoted, or endorsed by the Frank Russell Company.
The Portfolio is subject to market risk, which is the possibility that stock
prices overall will decline over short or even extended periods. Stockmarkets
tend to move in cycles, with periods of rising stock prices and periods of
falling stock prices. The Portfolio's total return and share price will
fluctuate within a wide range, so an investor could lose money over short or
even extended periods.
In seeking returns consistent with the Russell 1000 universe of stocks, the
Portfolio will normally be as fully invested as practicable in stocks. As a
matter of operating policy, it does not currently anticipate holding more than
5% of its assets in cash or cash equivalents.
The Portfolio may use stock futures and options as part of its investment
strategy
Besides investing in the stocks found in the Russell 1000 Index, the Portfolio
may also follow a number of other investment policies to achieve its
objective. These techniques may involve derivative transactions such as buying
and selling futures contracts and options on futures. The Portfolio can use
these practices for liquidity and to seek to hedge cash exposure in the
Portfolio. The decision to invest in these instruments will be based on market
conditions, regulatory limits and tax considerations. There can be no
assurance that engaging in options, futures, or any other investment strategy
will be successful. If market values or other economic factors are misgauged,
the Portfolio may be worse off than had it not employed the strategy. If
market conditions are judged incorrectly, a strategy does not correlate well
with the Portfolio's investments, or if the counterparty to the transaction
does not perform as promised, these techniques could result in a loss. These
techniques may increase the volatility of the Portfolio and may involve a
small investment of cash relative to the magnitude of the risk assumed. The
use of these strategies may result in a disadvantage to the Portfolio if it is
not able to purchase or sell a portfolio holding at an optimal time due to the
need to cover its transaction in its segregated account, or due to the
inability of the Portfolio to liquidate its position because of its relative
illiquidity. See the Statement of Additional Information for more details
about these strategies and limitations on illiquid securities.
Borrowing/Repurchase Agreements/Securities Lending
The Portfolio may borrow money from banks (and pledge its assets to secure
such borrowing) for temporary or emergency purposes, but not for leverage.
Such borrowing may not exceed one third of the value of the Portfolio's total
assets. The Portfolio may also invest in repurchase agreements with
recognized securities dealers and banks determined to present minimal credit
risk by the Advisor. The Portfolio may lend its securities. The Portfolio has
no current intention to use these techniques with respect to more than 5% of
the Portfolio's assets.
Additional policies and restrictions
The Portfolio's Statement of Additional Information describes additional
policies and restrictions concerning the investments of the Portfolio.
SOCIALLY RESPONSIBLE INVESTMENT CRITERIA
EACH INVESTMENT IS SELECTED WITH A CONCERN FOR ITS SOCIAL IMPACT
The Portfolio invests in accordance with its philosophy that
long-term rewards to investors will come from those organizations whose
products, services, and methods enhance the human condition and the
traditional American values of individual initiative, equality of opportunity
and cooperative effort.
The Portfolio applies the following criteria for the selection of
organizations in which it invests. The Portfolio recognizes, however, that
these criteria represent standards of behavior which few, if any,
organizations totally satisfy and that, as a matter of practice, evaluation of
a particular organization in the context of these criteria will involve
subjective judgment by the Portfolio 's Investment Advisor.
Given these considerations, the Portfolio seeks to invest in a
producer or service provider which:
1. Delivers safe products and services in ways which sustain our
natural environment. For example, the Portfolio looks for
companies that produce energy from renewable resources, while
avoiding consistent polluters.
2. Is managed with participation throughout the organization in
defining and achieving objectives. For example, the Portfolio
looks for companies that offer employee stock ownership or
profit-sharing plans.
3. Negotiates fairly with its workers, provides an environment
supportive of their wellness, does not discriminate on the basis
of race, gender, religion, age, disability, ethnic origin, or
sexual orientation, does not consistently violate regulations of
the Equal Employment Opportunity Commission, and provides
opportunities for women, disadvantaged minorities, and others
for whom equal opportunities have often been denied. For
example, the Portfolio considers both unionized and non-union
firms with good labor relations.
4. Fosters awareness of a commitment to human goals, such as
creativity, productivity, self-respect and responsibility,
within the organization and the world, and continually recreates
a context within which these goals can be realized. For example,
the Portfolio looks for companies with an above average
commitment to community affairs and charitable giving.
The Portfolio will not invest in an issuer which the Advisor
determines to be significantly engaged in:
1. The production of nuclear energy or the manufacture of equipment
to produce nuclear energy.
2. Business activities in support of repressive regimes.
3. The manufacture of weapon systems.
4. The manufacture of alcoholic beverages or tobacco products.
5. The operation of gambling casinos.
The Portfolio believes that social and technological change will continue to
transform America and the world into the next century. Those enterprises which
exhibit a social awareness measured in terms of the above attributes and
considerations should be better prepared to meet future societal needs for
goods and services. By responding to social concerns, these enterprises should
maintain flexibility and further social goals. In so doing they should not
only avoid the liability that may be incurred when a product or service is
determined to have a negative social impact or has outlived its usefulness,
but also be better positioned to develop opportunities to make a profitable
contribution to society. These enterprises should be ready to respond to
external demands and ensure that over the longer term they will be viable to
provide a positive return to both investors and society as a whole.
With respect to U.S. government securities, the Portfolio invests primarily in
debt obligations issued or guaranteed by agencies or instrumentalities of the
U.S. Government whose purposes further or are compatible with Portfolio's
social criteria, such as obligations of the Student Loan Marketing
Association, rather than general obligations of the U.S. Government, such as
Treasury securities.
The above social screening criteria may be changed by the Board of Trustees
without shareholder approval.
TOTAL RETURN
The Portfolio may advertise total return for each class. Total return is based
on historical results and is not intended to indicate future performance.
Total return includes not only the effect of income dividends but also any
change in net asset value, or principal amount, during the stated period. A
cumulative total return reflects the performance of the class over a stated
period of time. An average annual total return reflects the hypothetical annual
compounded return that would have produced the same cumulative total return if
the performance had been constant over the entire period. Because average annual
returns tend to smooth out variations in the returns, you should recognize that
they are not the same as actual year-by-year results. Both types of total
returns for Class A shares usually will include the effect of paying the
front-end sales charge, or CDSC in the care of Class B shares. Of course, total
returns will be higher if sales charges are not taken into account. Quotations
of "return without maximum sales charge" do not reflect deduction of the sales
charge. You should consider these figures only if you qualify for a reduced
sales charge, or for purposes of comparison with comparable figures which also
do not reflect sales charges, such as mutual fund averages compiled by Lipper
Analytical Services, Inc. Further information about the Portfolio's performance
is contained in its Annual Report to Shareholders, which may be obtained without
charge.
MANAGEMENT OF THE PORTFOLIO
The Board of Trustees supervises the Portfolio's activities and reviews its
contracts with companies that provide services to the Portfolio.
The Portfolio is a diversified series of Calvert Social Investment Fund (the
"Trust"), an open-end management investment company organized as a
Massachusetts business trust on December 14, 1981. The other series of the
Trust are the Managed Growth, Bond, Equity and Money Market Portfolios.
The Trust is not required to hold annual shareholder meetings, but special
meetings may be called for purposes such as electing Trustees, changing
fundamental policies, or approving a management contract. As a shareholder, you
receive one vote for each share of the Portfolio you own, except that matters
affecting classes differently, such as Distribution Plans, will be voted on
separately by the affected class.
Board of Trustees
REBECCA ADAMSON
President, First Nations Development Institute
RICHARD L. BAIRD, JR.
Executive Vice President, Family Health Council, Inc.
JOHN G. GUFFEY, JR.
Co-Chair, Calvert Social Investment Foundation
Treasurer and Director, Silby, Guffey & Co., Inc.
JOY V. JONES, Esq.
Attorney and Entertainment Manager
BARBARA J. KRUMSIEK
President, Chief Executive Officer and Vice Chair, Calvert Group, Ltd. and
subsidiaries
TERRENCE J. MOLLNER, Ed.D.
Founder and Chair, Trusteeship Institute, Inc.
Co-Chair, Calvert Social Investment Foundation
(Ms.) SYDNEY AMARA MORRIS
Unitarian Church of Vancouver, Canada
CHARLES T. NASON
Chairman, President, and Chief Executive Officer, The Acacia Group
D. WAYNE SILBY
President, Secretary, and Director, Silby, Guffey & Co., Inc.
Chair, CSIF Board of Trustees
Advisory Council
The Advisory Council is a resource to the Fund's Board of Trustees regarding
communication networks for the Fund and the application and refinement of the
Fund's social criteria.
TIMOTHY SMITH
(Chair) Executive Director, Interfaith Center on Corporate Responsibility
ROBERT BROWNE
President, Twenty-First Century Foundation
WILLIAM J. BYNUM
President and CEO, Enterprise Corporation for the Delta
JACK CHIN
Coordinator, Funder's Forum on Environmental Education
FRED DAVIE
Deputy President, Borough of Manhattan
MARIAN WRIGHT EDELMAN
President & Founder, Children's Defense Fund
MICHAEL FISCHER
Program Officer, William and Flora Hewlett Foundation
ELIZABETH HARRIS
Vice President, UNC Partners, Inc.
SOPHIA BRACEY HARRIS
Founder and Executive Director, The Federation of Childcare Centers of
Alabama, Inc.
JAMES E. HEARD
President, Breakwater Holdings
HAZEL HENDERSON
Independent Futurist and Author
ERICA HUNT
Executive Director, Twenty-First Century Foundation
GRACE LECLAIR
Writer, Consultant and Theorist Concerning the Impacts of Economics on Family
and Community Life
KAI LEE
Professor of Environmental Studies and Director of the Center for
Environmental Studies, Williams College
JESSICA LIPNACK
President, The Networking Institute, Inc.
ROBERT CARTER RANDOLPH
Attorney and Mediator/Arbitrator Washington Arbitration and Mediaton Services
RUSTUM ROY
Professor of Geochemistry, Pennsylvania State University
BYRON RUSHING
State Representative, Massachusetts
MARC DAVID SARKADY
Leadership Consultant and International Facilitator
GAIL SNOWDEN
Group Executive, Community Banking Group, Bank of Boston
JEFFREY STAMPS
Chairman, The Networking Institute, Inc.
THOMAS STONEBACK
Vice President and Chief Administrative Officer, Rodale Press, Inc.
DARRELD RAY TURNER, II
Policy Advisor, Cherokee Nation of Oklahoma
DIANE WHITE
Owner, Blackberry
D. Wayne Silby, Chair of the Fund's Board of Trustees, serves as an ex officio
member of the Advisory Council.
Calvert Asset Management serves as Advisor to the Portfolio.
Calvert Asset Management Company, Inc. ("CAMCO" or the "Advisor") is the
Portfolio's investment advisor. The Advisor provides the Portfolio with
investment supervision and management, certain administrative services and
office space; furnishes executive and other personnel to the Portfolio; and
pays the salaries and fees of all Trustees who are employees of the Advisor or
its affiliates. The Advisor may also assume and pay certain advertising and
promotional expenses of the Portfolio and reserves the right to compensate
broker-dealers in return for their promotional or administrative services. The
Portfolio pays all other operating expenses as noted in the Statement of
Additional Information.
Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.
Calvert Group, Ltd., parent of the Portfolio's investment advisor, shareholder
servicing agent, and distributor, is a subsidiary of Acacia Mutual Life
Insurance Company of Washington, D.C. Calvert Group is one of the largest
investment management firms in the Washington, D.C. area. Calvert Group, Ltd.
and its subsidiaries are located at 4550 Montgomery Avenue, Suite 1000N,
Bethesda, Maryland 20814. As of December 31, 1997, Calvert Group managed and
administered assets in excess of $____ billion and more than ________
shareholder and depositor accounts.
State Street Global Advisors is the Portfolio's Subadvisor.
State Street Global Advisors ("Subadvisor" or "SSGA"), a division of State
Street Bank & Trust Company ("State Street"), is the Subadvisor to the
Portfolio. Its principal business office is located at 225 Franklin Street,
Boston, Massachusetts, USA. With over $400 billion under management SSGA
provides complete global investment management services from offices in the
United States, London, Sydney, Hong Kong, Tokyo, Toronto, Montreal, and Paris.
The Subadvisor manages the investment and reinvestment of the assets of the
Portfolio, although the Advisor screens potential investments for
compatibility with the Portfolio's social criteria.
State Street is one of the largest providers of securities processing and
recordkkeeping services for U.S. mutual funds and pension funds and a pioneer
in the development of U.S. and international index funds. State Street is a
wholly owned subsidiary of State Street Corporation, a publicly held bank
holding company.
The Trust has obtained an exemptive order from the Securities and Exchange
Commission to permit the Portfolio, pursuant to approval by the Board of
Trustees, to enter into and materially amend contracts with the Portfolio's
Subadvisor (including replacing the Subadvisor) without shareholder approval.
See "Investment Advisor and Subadvisor" in the Statement of Additional
Information for further details.
Portfolio Manager
The Global Enhanced Index Products Group of the Subadvisor manages the
Portfolio. This team is headed by Ms. Arlene M. Rockefeller, CFA, a Principal
in the firm. There are four additional portfolio managers who work with Ms.
Rockefeller in managing the Portfolio.
The Advisor receives a fee based on a percentage of the Portfolio's assets.
Pursuant to the Investment Advisory Agreement, the Portfolio pays the Advisor
an annual fee, payable monthly, of [_______] of the Portfolio's average daily
net assets. From this, the Advisor pays the Subadvisor an annual fee, payable
monthly of _____ of the Portfolio's average daily net assets.
CAMCO may, in its discretion, defer its fees or assume the Portfolio's
operating expenses. The Investment Advisory Agreement provides that CAMCO may
later, to the extent permitted by law, recapture any fees it deferred, or
expenses it assumed during the two prior years.
Calvert Administrative Services Company provides administrative services for
the Portfolio.
Calvert Administrative Services Company ("CASC"), an affiliate of the Advisor,
provides certain administrative services for the Portfolio, including the
preparation of regulatory filings and shareholder reports, the determination
of periodic distributions per share, and the maintenance of certain portfolio
and general accounting records. For providing such services, CASC receives an
annual fee from the Portfolio, payable monthly, of [___] of the Portfolio's
average daily net assets.
Calvert Distributors, Inc. serves as underwriter to market the Portfolio's
shares.
Calvert Distributors, Inc. ("CDI") is the Portfolio's principal underwriter
and distributor. Under the terms of its underwriting agreement with the
Portfolio, CDI markets and distributes the Portfolio's shares and is
responsible for payment of commissions and service fees to broker-dealers,
banks, and financial services firms, preparation of advertising and sales
literature, and printing and mailing of prospectuses to prospective investors.
The transfer agent keeps your account records.
Calvert Shareholder Services, Inc. is the Portfolio's shareholder servicing
agent. National Financial Data Services, Inc. 1004 Baltimore, Kansas City,
Missouri, 64105, is the transfer and dividend disbursing agent.
SHAREHOLDER GUIDE
Opening An Account
You can buy shares of the Portfolio in several ways.
An account application accompanies this prospectus. A completed and signed
application is required for each new account you open, regardless of the
method you choose for making your initial investment. Additional forms may be
required from corporations, associations, and certain fiduciaries. If you have
any questions or need extra applications, call your broker, or Calvert Group
at 800-368-2748. Be sure to specify which class you wish to purchase.
To invest through any of Calvert's tax-deferred retirement plans, please call
Calvert Group at 800-368-2748 to receive information and the required separate
application.
Alternative Sales Options
The Portfolio offers four classes of shares:
Class A Shares - Front-End Load Option
Class A shares are sold with a front-end sales charge at the time of
purchase. Class A shares are not subject to a sales charge when they are
redeemed.
Class B Shares - Back End Load Option
Class B shares are sold without a sales charge at the time of purchase, but are
subject to a deferred sales charge if they are redeemed within ____ calendar
years after purchase. CLass B shares will automatically convert to Class A
shares at the end of ____ calendar years after purchase.
Class C Shares - Level Load Option
Class C shares are sold without a sales charge at the time of purchase or
redemption.
Class I Shares - Institutional Option
Class I shares require a minimum account balance of $1,000,000. They have no
sales charge or Distribution Plan.
Class B and C shares have higher expenses.
The Portfolio bears some of the costs of selling its shares under
Distribution Plans with respect to its Class A, B and C shares pursuant to Rule
12b-1 under the Investment Company Act of 1940. Payments under the Class A
Distribution Plan are limited to 0.35% annually of the average daily net asset
value of Class A shares, while payments under the Class B and C Distribution
Plan are ____ and _____ of the average daily net assets attributable to their
respective classes.
Considerations for deciding which class of shares to buy.
Income distributions for Class A shares will probably be higher than those
for Class B and C shares, as a result of the distribution expenses described
above. (See also "Total Returns.") You should consider Class A shares if you
qualify for a reduced sales charge under Class A or if you plan to hold the
shares for several years. The Portfolio will not normally accept any purchase of
Class B shares in the amount of $250,000 or more. Class C shares are not
available for investments of $1 million or more, and are not available through
all brokers. Brokers or others may receive different levels of compensation
depending on which class of shares they sell. You should consider Class I shares
if you are able to maintain a minimum account balance of $1,000,000.
Class A Shares
Class A shares are offered at net asset value plus a front-end sales charge as
follows:
Amount of As a % of As a % of Allowed to Dealers
Investment offering net amount as a % of offering
price invested price
Less than $50,000 2.00% 2.04% 1.50%
$50,000 but less
than $100,000 1.50% 1.52% 1.125%
$100,000 but less
than $250,000 1.1125% 1.14% 0.90%
$250,000 but less
than $500,000 1.00% 1.01% 0.80%
$500,000 but less
than $1,000,000 0.80% 0.81% 0.70%
$1,000,000 and over 0.00% 0.00% 0.25%*
* CDI reserves the right to recoup any portion of the amount paid to the
dealer if the investor redeems some of all shares within twelve months of the
time of purchase.
Front-end sales charges on shares may be reduced or eliminated in certain
cases. See Exhibit A to this prospectus.
The sales charge is paid to CDI, which in turn normally reallows a portion to
your broker-dealer. Upon written notice to dealers with whom it has dealer
agreements, CDI may reallow up to the full applicable sales charge. Dealers to
whom 90% or more of the entire sales charge is reallowed may be deemed to be
underwriters under the Securities Act of 1933.
Class A Distribution Plan
The Portfolio has adopted a Distribution Plan with respect to its Class A
shares (the "Class A Distribution Plan"), which provides for payments at a
maximum annual rate of 0% of the average daily net asset value of Class A
shares, to pay expenses associated with the distribution and servicing of
Class A shares. Amounts paid by the Portfolio to CDI under the Class A
Distribution Plan are used to pay to dealers and others, including CDI
salespersons who service accounts, service fees at an annual rate of up to
____% of the average daily net asset value of Class A shares, and to pay CDI
for its marketing and distribution expenses, including, but not limited to,
preparation of advertising and sales literature and the printing and mailing
of prospectuses to prospective investors.
Class B Shares
Class B shares are offered at net asset value, without a front-end sales charge.
With certain exceptions, the Portfolio may impose a deferred sales charge of
____% on shares redeemed during the first year after purchase; ___% on shares
redeemed during the second and third year after purchase; and ___% on shares
redeemed during the fourth year after purchase; ___% on shares redeemed during
the fifth year after purchase; and ___% on shares redeemed during the sixth year
after purchase. No deferred sales charge is imposed on amounts redeemed after
____% years from purchase. If imposed, the deferred sales charge is deducted
from the redemption proceeds otherwise payable to you. The deferred sales
charge is retained by CDI. See "Calculation of Contingent Deferred Sales
Charges and Waiver of Sales Charges" below.
Class B shares that have been outstanding for ___ calendar years will
automatically convert to Class A shares, which are subject to a lower
Distribution Plan charge, without imposition of a front-end sales charge or
exchange fee. (Conversion of Class B shares represented by stock certificates
will require the return of the stock certificates to CDI). The Class B shares
so converted will not longer be subject to the higher expenses borne by Class
B shares. Because the net asset value per share of the CLass A shares may be
higher or lower than that of the CLass B shares at the time of conversion,
although the dollar value will be the same, a shareholder may receive more or
less Class A shares that the number of Class B shares converted. Under current
law, it is the Advisor's opinion that such a conversion will not constitute a
taxable event under federal income tax law. In the event that this ceases to
be the case, the Board of Trustees will consider what action, if any, is
appropriate and in the best interests of the Class B shareholders.
Class B Distribution Plan
The Portfolio as adopted a Distribution Plan with respect to its Class B
shares (the "Class B Distribution Plan"), which provides for payments at an
annual rate of up to ____ of the average daily net asset value of Class B
shares, to pay expenses of the distribution of Class B shares. Amounts paid by
the Portfolio under the Class B Distribution Plan are currently used by CDI to
pay others (1) a commission at the time of purchase of ___% of the value of each
share sold; and/or (2) service fees at an annual rate of 0.25% of the average
daily net asset value of shares sold by such others.
CDI intends, but is not obligated, to continue to pay or accrue distribution
charges incurred in connection with the Class B Distribution Plan that exceed
current annual payments permitted to be received from the Fund. CDI intends
to seek full payment of such charges from the Portfolio (together with annual
interest thereon at the prime rate plus one percent) at such time in the
future as, and to the extent that, payment thereof by the Portfolio would be
within the permitted limits.
Class C Distribution Plan
The Portfolio has adopted a Distribution Plan with respect to its Class C
shares (the "Class C Distribution Plan"), which provides for payments at an
annual rate of up to ____% of the average daily net asset value of Class C
shares, to pay expenses of the distribution and servicing of Class C shares.
Amounts paid by the Portfolio under the Class C Distribution Plan are
currently used by CDI to pay dealers and other selling firms quarterly
compensation at an annual rate of up to ____%, plus a service fee as described
above under "Class A Distribution Plan," of up to ____%.
Each of the Distribution Plans may be terminated at any time by vote of the
Board's independent trustees or by vote of a majority of the outstanding
voting shares of the affected class. However, after the termination of the
Class B Distribution Plan, CDI would be entitled to continue to receive
payment, at the annual rate of 1.00% of the average daily net asset value
of Class B shares to the extent CDI has any unreimbursed costs for the sale
of Class B shares sold prior to termination of the Plan. Payments pursuant to a
Distribution Plan are included in the operating expenses of the class.
Calculation of Contingent Deferred Sales Charges and Waiver of Sales Charges
Any contingent defered sales charge imposed upon the redemption of Class B
shares is a percentage of the lesser of (1) the net asset value of the shares
redeemed or (2) the net cost of such shares. No contingent deferred sales
charge is imposed when you redeem amounts derived from (1) increases in the
value of your account above the net cost of such shares due to increases in the
net asset value per share of the Portfolio; (2) certain shares with respect to
which the Portflio did not pay a commission on issuance, including shares
acquired through reinvestment of dividend income and capital gains
distributions; or shares held more than ____ consecutive calendar years. Upon
request for redemption, shares not subject to the contingent deferred sales
charge will be redeemed first. Thereafter, shares held the longest will be the
first to be redeemed.
The contingent deferred sales charge will be waived upon the request of the
shareholder for a redemption of shares of the Portfolio (1) within one year
following the death or disability of the shareholder, plan participant, or
beneficiary; (2) a lump-sum distribution from a plan qualified under the
Employee Retirement Income Security Act of 1974 ("ERISA") after termination of
employment; (3) minimum required distributions from IRA and 403(b)(7) accounts
for shareholders 70 1/2 and older; (4) redemptions upon hardship or pursuant to
a qualified domestic relations order; (5) return of an excess contribution or
deferral amounts; pursuant to sections 408(d)(4) or (5), 401(k)(8), or
402(g)(2), or 401(m)(6) of the Internal Revenue Code; (6) involuntary
redemptions of accounts under procedures set forth by the Fund's Board of
Trustees; (7) automatic withdrawals under an automatic withdrawal plan of up to
10% per year of the shareholder's initial account balance; or (8) shares issued
in plans or reorganization, such as mergers, asset acquisitions, and exchange
offers to which the Portfolio is a party.
Arrangements with Broker-Dealers and Others
CDI may also pay additional concessions, including non-cash promotional
incentives, such as merchandise or trips, to dealers employing registered
representatives who have sold or are expected to sell a minimum dollar amount
of shares of the Portfolio and/or shares of other Portfolios underwritten by
CDI. CDI may make expense reimbursements for special training of a
broker-dealer's registered representatives, advertising or equipment, or to
defray the expenses of sales contests. Eligible marketing and distribution
expenses may be paid pursuant to the Portfolio's Rule 12b-1 Distribution Plan
and in compliance with the rules of the NASD.
HOW TO BUY SHARES
(Be sure to specify which Class you are buying)
(For Class A and Class C Accounts:)
Method New Accounts
Additional
Investments
By Mail $______ minimum
$250 minimum
Please make your check payable to the Please make your check payable to the
Portfolio and mail it with your Portfolio and mail it with your
application to: investment slip to:
Calvert Group
Calvert Group
P.O. Box 419544
P.O. Box 419739
Kansas City, MO 64141-6544
Kansas City, MO 64141-6739
By Registered, Certified, or Overnight Mail:
Calvert Group Calvert Group
c/o NFDS, 6th Floor c/o NFDS, 6th Floor
1004 Baltimore 1004 Baltimore
Kansas City, MO 64105-1807 Kansas City, MO 64105-1807
Through
Your Financial
Professional $______ minimum $250 minimum
At the Calvert Visit the Calvert Branch Office to make investments
Office by check.
See the back cover page for the address.
FOR ALL OPTIONS BELOW, PLEASE CALL YOUR FINANCIAL PROFESSIONAL OR
CALVERT GROUP AT 800-368-2745
By Exchange $_____ minimum $250 minimum
(From your account in another Calvert Group Portfolio)
When opening an account by exchange, your new account must be
established with the same name(s), address and taxpayer
identification number as your existing Calvert account.
By Bank Wire $2,000 minimum $250 minimum
By Calvert Money Not Available $50 minimum
Controller* for Initial Investment
*Please allow sufficient time for Calvert Group to process your
initial request for this service, normally 10 business days. The
maximum transaction amount is $300,000, and your purchase request
must be received by 4:00 p.m. Eastern time.
(For Class I Accounts: Purchases must be by bank wire. Minimum
initial Class I investment is $1 million; minimum subsequent Class I
investment is $_____-- Call Calvert at 800-[__________] for details.
NET ASSET VALUE
Net asset value, or "NAV," refers to the worth of one share. No
charge of the Portfolio. NAV is computed per class by adding the
value of all portfolio holdings, plus other assets, deducting
liabilities, and then dividing the result by the number of shares
outstanding. This value is calculated at the close of the Portfolio's
business day, which coincides with the closing of the regular session
of the New York Stock Exchange (normally 4:00 p.m. Eastern time). The
Portfolio is open for business each day the New York Stock Exchange
is open. All purchases of Portfolio shares will be confirmed and
credited to your account in full and fractional shares (rounded to
the nearest 1/1000th of a share).
Portfolio securities and other assets are valued based on market
quotations, except that securities maturing within 60 days are valued
at amortized cost. If quotations are not available, securities are
valued by a method that the Board of Trustees believes accurately
reflects fair value. Financial futures are valued at the settlement
price established each day by the board of trade or exchange on which
they are traded.
WHEN YOUR ACCOUNT WILL BE CREDITED
Before you buy shares, please read the following information to make
sure your investment is accepted and credited properly.
Your purchase will be processed at the next offering price based on
the next net asset value calculated after your order is received and
accepted. All your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. No cash will be accepted. The Portfolio
reserves the right to suspend the offering of shares for a period of
time or to reject any specific purchase order. If your check does not
clear, your purchase will be canceled and you will be charged a $10
fee plus costs incurred by the Portfolio. When you purchase by check
or with Calvert Money Controller, the Portfolio may hold payment on
redemptions until it is reasonably satisfied that the investment is
collected (normally up to 10 business days from purchase date). To
avoid this collection period, you can wire federal Portfolios from
your bank, which may charge you a fee. As a convenience, check
purchases can be received at Calvert's offices for overnight mail
delivery to the transfer agent and will be credited the next business
day or upon receipt. Any check purchase received without an investment
slip may cause delayed crediting.
Certain financial institutions or broker-dealers which have entered
into a sales agreement with the Distributor may enter confirmed
purchase orders on behalf of customers by phone, with payment to
follow within a number of days of the order as specified by the
program. If payment is not received in the time specified, the
financial institution could be held liable for resulting fees or
losses.
EXCHANGES
Each exchange represents the sale of shares of one Portfolio and the
purchase of shares of another. Therefore, you could realize a taxable
gain or loss on the transaction.
If your investment goals change, the Calvert Group of Funds has a
variety of investment alternatives that includes common stock funds,
tax-exempt and corporate bond funds, and money market funds. The
exchange privilege is a convenient way to buy shares in other Calvert
Group funds in order to respond to changes in your goals or in market
conditions. However, the Portfolio is intended as a long-term
investment and not for frequent short-term trades. Before you make an
exchange from the Portfolio, please note the following:
Call your broker or a Calvert representative for information
and a prospectus for any of Calvert's other Funds registered in
your state. Read the prospectus of the Fund into which you want
to exchange for relevant information, including class offerings.
The exchange privilege is only available in states where shares
of the Fund into which you want to exchange are registered for
sale.
Complete and sign an application for an account in the Fund
into which you want to exchange, taking care to register your
new account in the same name and taxpayer identification number
as your existing Calvert account(s). Exchange instructions may
then be given by telephone if you have not declined telephone
transaction privileges and the shares are not in certificate
form. See "Selling Your Shares" and "How to Sell Your Shares--
By Telephone and-- Exchange to Another Calvert Group Fund."
You may exchange shares on which you have already paid a sales
charge at Calvert Group and shares acquired by reinvestment of
dividends or distributions into another Fund at no additional
charge. You may exchange Class C shares for shares of another
Fund, but you will have to pay the front-end sales charge, if
applicable.
No CDSC is imposed on exchanges of shares subject to a CDSC at
the time of the exchange. CDSC is imposed on Class B shares
redeemed within ____ years of the initial purchase of the
exchanged Class B shares, (see Class B Contingent Deferred
Sales Charge" above).
Shareholders (and those managing multiple accounts) who make
two purchases and two exchange redemptions of shares of the
Portfolio during any 6-month period will be given written notice
that they may be prohibited from making additional investments.
This policy does not prohibit a shareholder from redeeming
shares of the Portfolio.
For purposes of the exchange privilege, the Portfolio is
related to Summit Cash Reserves Portfolio by investment and
investor services. The Portfolio reserves the right to terminate
or modify the exchange privilege in the future upon 60 days'
written notice.
OTHER CALVERT GROUP SERVICES
Calvert Information Network
24 hour performance and price information
Calvert Group has a round-the-clock telephone service and a website
at http://www.calvertgroup.com that lets existing customers obtain
prices, yields, performance information, account balances, and, by
telephone only, authorize certain transactions.
Calvert Money Controller
Calvert Money Controller eliminates the delay of mailing a check or
the expense of wiring funds. You can request this free service on
your application.
This service allows you to authorize electronic transfers of money to
purchase or sell shares. You use Calvert Money Controller like an
"electronic check" to move money ($50 to $300,000) between your bank
account and your account in the Portfolio with one phone call. Allow
two business days after the call for the transfer to take place; for
money recently invested, allow normal check clearing time (up to 10
business days) before redemption proceeds are sent to your bank. All
Calvert Money Controller transaction requests must be received by
4:00 p.m. Eastern time.
You may also arrange systematic monthly or quarterly investments
(minimum $50) into your Portfolio account. After you give us proper
authorization, your bank account will be debited to purchase
Portfolio shares. A debit entry will appear on your bank statement.
Share purchases made through Calvert Money Controller will be subject
to the applicable sales charge. If you would like to make
arrangements for systematic monthly or quarterly redemptions from
your Calvert account, call your broker or Calvert for a Money
Controller Application.
Telephone Transactions
Calvert may record all telephone calls.
If you have telephone transaction privileges, you may purchase,
redeem, or exchange shares, wire funds and use Calvert Money
Controller by telephone. You automatically have telephone privileges
unless you elect otherwise. The Trust, the transfer agent, the
shareholder servicing agent, and their affiliates are not liable for
acting in good faith on telephone instructions relating to your
account, so long as they follow reasonable procedures to determine
that the telephone instructions are genuine. Such procedures may
include recording the telephone calls and requiring some form of
personal identification. You should verify the accuracy of telephone
transactions immediately upon receipt of your confirmation statement.
Optional Services
Complete the application for the easiest way to establish services.
The easiest way to establish optional services on your Calvert Group
account is to select the options you desire when you complete your
account application. If you wish to add other options later, you may
have to provide us with additional information and a signature
guarantee. Please call your broker or Calvert Investor Relations at
800-368-2745 for further assistance. For our mutual protection, we
may require a signature guarantee on certain written transaction
requests. A signature guarantee verifies the authenticity of your
signature, and may be obtained from any bank, savings and loan
association, credit union, trust company, broker-dealer firm or
member of a domestic stock exchange. A signature guarantee cannot be
provided by a notary public.
Householding of General Mailings
Householding reduces Portfolio expenses and saves paper and trees for
the environment.
If you have multiple accounts with Calvert, you may receive combined
mailings of some shareholder information, such as statements,
confirmations, prospectuses, semi-annual and annual reports. Please
contact Calvert Investor Relations at 800-368-2745 to receive
additional copies of information.
Special Services and Charges
The Portfolio pays for shareholder services but not for special
services that are required by a few shareholders, such as a request
for a historical transcript of an account. You may be required to pay
a research fee for these special services.
If you are purchasing shares of the Portfolio through a program of
services offered by a broker-dealer or financial institution, you
should read the program materials in conjunction with this
Prospectus. Certain features of the Portfolio may be modified in
these programs, and administrative charges may be imposed by the
broker-dealer or financial institution for the services rendered.
Tax-Saving Retirement Plans
Contact Calvert Group for complete information kits discussing the
plans and their benefits, provisions and fees.
Calvert Group can set up your new account in the Portfolio under one
of several tax-deferred plans. These plans let you invest for
retirement and shelter your investment income from current taxes.
Minimums may differ from those listed in the "How to Buy Shares"
chart. Also, reduced sales charges may apply. See "Exhibit A-Reduced
Sales Charges."
Traditional and Roth Individual retirement accounts (IRAs):
available to anyone who has earned income.
You may also be able to make investments in the name of your spouse,
if your spouse has no earned income.
Qualified Profit-Sharing and Money Purchase Plans (including
401(k) Plans): available to self-employed people and their
partners, corporations and their employees, and certain
tax-exempt organizations.
Simple IRA and Simplified Employee Pension Plan (SEP-IRA): available to
self-employed people and their partners, or to corporations.
403(b)(7) Custodial Accounts: available to employees of most
non-profit organizations and public schools and universities.
HOW TO SELL YOUR SHARES
You may redeem all or a portion of your shares on any business day.
Your shares will be redeemed at the next net asset value calculated
after your redemption request is received and accepted. See below for
specific requirements necessary to make sure your redemption request
is accepted (less any CDSC). Remember that the Portfolio may hold payment on the
redemption of your shares until it is reasonably satisfied that
investments made by check or by Calvert Money Controller have been
collected (normally up to 10 business days). Redemptions may be made
in kind if, in the sole opinion of the Advisor, it is in the best
interest of the Portfolio to do so.
Redemption Requirements To Remember
To ensure acceptance of your redemption request, please follow the
procedures described here and below.
Once your shares are redeemed, the proceeds will normally be sent to
you on the next business day, but if making immediate payment could
adversely affect the Portfolio, it may take up to 7 days. Calvert
Money Controller redemptions generally will be credited to your bank
account on the second business day after your phone call. When the
New York Stock Exchange is closed (or when trading is restricted) for
any reason other than its customary weekend or holiday closings, or
under any emergency circumstances as determined by the Securities and
Exchange Commission, redemptions may be suspended or payment dates
postponed.
Minimum account balance is $1,000, for Class A and C;$1,000,000 for
Class I.
Please maintain the minimum balance in your account . Otherwise, a
quarterly $2.50 account maintenance fee will be charged.
Mail Redemption Requests To:
Calvert Group
P.O. Box 419544
Kansas City, MO [_________]
You may redeem available funds from your account at any time by
sending a letter of instruction, including your name, account and
Portfolio number, the number of shares or dollar amount, and where
you want the money to be sent. Additional requirements, below, may
apply to your account. The letter of instruction must be signed by
all required authorized signers. If you want the money to be wired to
a bank not previously authorized, then a voided bank check must be
enclosed with your letter. To add instructions to wire to a
destination not previously established, or if you would like funds
sent to a different address or another person, your letter must be
signature guaranteed.
Type of Registration Requirements
Corporations, Associations Letter of instruction and corporate
resolution, signed by person(s)
authorized to act on the account,
accompanied by signature guarantee(s).
Trusts Letter of instruction signed by the
Trustee(s) (as Trustees), with a
signature guarantee. (If the Trustee's
name is not registered on your account,
provide a copy of the trust document,
certified within the last 60 days.)
By Telephone
Please call 800-368-2745. You may redeem shares from your account by
telephone and have your money mailed to your address of record or
wired to an address or bank you have previously authorized. A charge
of $5 is imposed on wire transfers of less than $1,000. See
"Telephone Transactions." Class I redemptions must be made by wire.
Calvert Money Controller
Please allow sufficient time for Calvert Group to process your
initial request for this service (normally 10 business days). Your
request for a redemption by this service must be received by 4:00
p.m. Eastern time. Accounts cannot be closed by this service.
Exchange to Another Calvert Group Fund
You must meet the minimum investment requirement of the other Calvert
Group Fund. You can only exchange between accounts with identical
names, addresses and taxpayer identification number, unless
previously authorized with a signature-guaranteed letter. See
"Exchanges."
Systematic Check Redemptions
If you have an account with a balance of $10,000 or more, you may
have up to two (2) redemption checks for a fixed amount sent to you
on the 15th of each month, simply by sending a letter with all
information, including your account number, and the dollar amount
($100 minimum). If you would like a regular check mailed to another
person or place, your letter must be signature guaranteed.
Through your Broker
If your account is held in your broker's name ("street name"), you
should contact your broker directly to transfer, exchange or redeem
shares.
DIVIDENDS AND TAXES
Each year, the Portfolio distributes substantially all of its net
investment income and capital gains to shareholders.
Dividends from the Portfolio's net investment income are declared and
paid quarterly. Net investment income consists of the interest
income, profits from securities loans, net short-term capital gains,
if any, and dividends, less expenses. Distributions of net long-term
capital gains, if any, are normally declared and paid by the
Portfolio once a year; however, the Portfolio does not anticipate
making any such distributions unless available capital loss
carryovers have been used or have expired. Dividend and distribution
payments will vary among classes because of different fees.
Dividend Payment Options
Dividends and distributions are automatically reinvested in
additional shares, unless on the account application you request to
have them paid to you in cash (by check or by Calvert Money
Controller). You may also request to have your dividends and
distributions from the Portfolio invested at net asset value ("NAV")
in shares of any other Calvert Group Portfolio. If you choose to have
them reinvested in the same Portfolio, the new shares will be
purchased at the NAV (no sales charge) on the reinvest date, which is
generally 1 to 3 days prior to the payment date. You must be a
shareholder on the record date to receive dividends. You must notify
the Portfolio in writing prior to the record date if you want to
change your payment options. If you elect to have dividends and/or
distributions paid in cash, and the U.S. Postal Service cannot
deliver the check, or if it remains uncashed for six months, it, as
well as future dividends and distributions, will be reinvested in
additional shares. No dividends will accrue on amounts represented by
uncashed distribution or redemption checks.
"Buying a Dividend"
At the time of purchase, the share price of each class of the
Portfolio may reflect undistributed income, capital gains or
unrealized appreciation of securities. Any income or capital gains
from these amounts which are later distributed to you are fully
taxable as dividends or capital gains distributions. On the record
date for a distribution, the Portfolio's per share value is reduced
by the amount of the distribution. If you buy shares just before the
record date ("buying a dividend") you will pay the full price for the
shares and then receive a portion of the price back as a taxable
distribution.
Federal Taxes
The Portfolio normally distributes all net income and capital gain to
shareholders. These distributions are taxable to you regardless of
whether they are taken in cash or reinvested. Distributions of net
investment income are taxable as ordinary income; distributions of
long-term capital gains are taxable as long-term capital gains
regardless of how long you have held the shares. Dividends and
distributions declared during October, November or December and paid
in January of the following year are taxable in the year they are
declared. The Portfolio will mail you Form 1099-DIV in January
indicating the federal tax status of your dividends and any capital
gain distribution paid to you during the year. If distributions
exceed the Portfolio's net investment income and capital gain for the
year, the excess will reduce your tax basis for your shares in the
Portfolio.
You may realize a capital gain or loss when you sell or exchange
shares.
If you sell or exchange your Portfolio shares you will have a short
or long-term capital gain or loss, depending on how long you owned
the shares which were sold. In January, the Portfolio will mail you
Form 1099-B indicating the proceeds from all sales, including
exchanges. You should keep your annual year-end account statements to
determine the cost (basis) of the shares to report on your tax
returns.
Taxpayer Identification Number, Back-up Withholding
If we do not have your correct Social Security or Taxpayer
Identification Number ("TIN") and a signed certified application or
Form W-9, federal law requires the Portfolio to withhold 31% of your
dividends, capital gain distributions, and redemptions. In addition,
you may be subject to a fine. You will also be prohibited from
opening another account by exchange. If this TIN information is not
received within 60 days after your account is established, your
account may be redeemed at the current NAV on the date of redemption.
The Portfolio reserves the right to reject any new account or any
purchase order for failure to supply a certified TIN.
EXHIBIT A
REDUCED SALES CHARGES (CLASS A ONLY)
You may qualify for a reduced sales charge through several purchase
plans available. You must notify the Portfolio at the time of
purchase to take advantage of the reduced sales charge.
Right of Accumulation
The sales charge breakpoint are calculated by taking into account not
only the dollar amount of a new purchase of shares, but also the
higher of cost or current value of shares previously purchased in
Calvert Group Funds that impose sales charges. This automatically
applies to your account for each new purchase.
Letter of Intent
If you plan to purchase $50,000 or more of the Portfolio ("Fund")
shares over the next 13 months, your sales charge may be reduced
through a "Letter of Intent." You pay the lower sales charge
applicable to the total amount you plan to invest over the 13-month
period, excluding any money market fund purchases. Part of your
shares will be held in escrow, so that if you do not invest the
amount indicated, you will have to pay the sales charge applicable to
the smaller investment actually made. For more information, see the
SAI.
Group Purchases
If you are a member of a qualified group, you may purchase shares of
the Fund at the reduced sales charge applicable to the group taken as
a whole. The sales charge is calculated by taking into account not
only the dollar amount of the shares you purchase, but also the
higher of cost or current value of shares previously purchased and
currently held by other members of your group.
A "qualified group" is one which:
(1) has been in existence for more than six months,
(2) has a purpose other than acquiring Fund shares at a
discount, and
(3) satisfies uniform criteria which enable CDI and dealers
offering Fund shares to realize economies of scale in
distributing such shares.
A qualified group must have more than 10 members, must be available
to arrange for group meetings between representatives of CDI or
dealers distributing the Fund's shares, must agree to include sales
and other materials related to the Fund in its publications and
mailings to members at reduced or no cost to CDI or dealers.
Pension plans may not qualify participants for group purchases;
however, such plans may qualify for reduced sales charges under a
separate provision (see below). Members of a group are not eligible
for a Letter of Intent.
Retirement Plans Under Section 457, Section 403(b)(7), or Section
401(k)
There is no sales charge on shares purchased for the benefit of a
retirement plan under Section 457 of the Internal Revenue Code of 1986, as
amended ("Code"), or for a plan qualifying under Section 403(b)(7) of the
Code if, at the time of purchase, Calvert Group has been notified in
writing that the 403(b)(7) plan has at least 200 eligible employees.
Furthermore, there is no sales charge on shares purchased for the
benefit of a retirement plan qualifying under Section 401(k) of the Code
if, at the time of such purchase, the 401(k) plan administrator has
notified Calvert Group in writing that a) its 401(k) plan has at
least 200 eligible employees; or b) the cost or current value of
shares the plan has in Calvert Group of Funds (except money market
funds) is at least $1 million.
Neither the Fund, nor CDI, nor any affiliate thereof will reimburse a
plan or participant for any sales charges paid prior to receipt of
such written communication and confirmation by Calvert Group. Plan
administrators should send requests for the waiver of sales charges
based on the above conditions to: Calvert Group Retirement Plans,
4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.
Other Circumstances
There is no sales charge on shares of any fund (portfolio or series)
of the Calvert Group of Funds sold to:
(1) current and retired members of the Board of Trustees/Directors of
the Calvert Group of Funds, (and the Advisory Council of the Calvert
Social Investment Fund);
(2) directors, officers and employees of the Advisor, Distributor,
and their affiliated companies, and directors, officers and employees
of the Subadvisor.
(3) directors, officers and registered representatives of brokers
distributing the Fund's shares; and immediate family members of
persons listed in (1), (2), or (3) above;
(4) dealers, brokers, or registered investment advisors that have
entered into an agreement with CDI providing specifically for the use
of shares of the Fund (Portfolio or Series) in particular investment
programs or products (where such program or product already has a fee
charged therein) made available to the clients of such dealer,
broker, or registered investment advisor;
(5) trust departments of banks or savings institutions for trust
clients of such bank or savings institution; and
(6) purchases placed through a broker maintaining an omnibus account
with the Fund (Portfolio or Series) and the purchases are made by (a)
investment advisors or financial planners placing trades for their
own accounts (or the accounts of their clients) and who charge a
management, consulting, or other fee for their services; or (b)
clients of such investment advisors or financial planners who place
trades for their own accounts if such accounts are linked to the
master account of such investment advisor or financial planner on the
books and records of the broker or agent; or (c) retirement and
deferred compensation plans and trusts, including, but not limited
to, those defined in Section 401(a) or Section 403(b) of the I.R.C., and "rabbi
trusts."
Dividends and Capital Gain Distributions from other Calvert Group
Funds
You may prearrange to have your dividends and capital gain
distributions from another Calvert Group Fund automatically invested
in another account with no additional sales charge.
Purchases made at net asset value ("NAV")
Except for money market funds, if you make a purchase at NAV, you may
exchange that amount to another fund at no additional sales charge.
Reinstatement Privilege
If you redeem Fund shares and then within 30 days decide to reinvest
in the same Fund, you may do so at the net asset value next computed
after the reinvestment order is received, without a sales charge. You
may use the reinstatement privilege only once. The Fund reserves the
right to modify or eliminate this privilege.
<PAGE>
To Open an Account:
800-368-2748
Preliminary Prospectus
[_______], 1997
(Subject to Change)
Calvert Social Investment Fund
Managed Index Portfolio
Performance and Prices:
Calvert Information Network
24 hours, 7 days a week
800-368-2745
Service for Existing Accounts:
Shareholders 800-368-2745
Brokers 800-368-2746
TDD for Hearing Impaired:
800-541-1524
Branch Office:
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
Registered, Certified
or Overnight Mail:
Calvert Group
c/o NFDS, 6th Floor
1004 Baltimore
Kansas City, MO 64105
Calvert Group Web-Site
Address: http://www.calvertgroup.com
PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
Table of Contents
Portfolio Expenses
Investment Objective and Policies
Investment Techniques and Related Risks
Socially Responsible Investment Criteria
Total Return
Management of the Portfolio
SHAREHOLDER GUIDE:
Alternative Sales Options
How to Buy Shares
Net Asset Value
When Your Account Will Be Credited
Exchanges
Other Calvert Group Services
How to Sell Your Shares
Dividends and Taxes
- --------
* CDI reserves the right to recoup any portion of the amount paid to the
dealer if the investor redeems some of all shares within twelve months of the
time of purchase.
<PAGE>
CALVERT SOCIAL INVESTMENT FUND
Managed Index Portfolio
Statement of Additional Information
[_____________], 1998
INVESTMENT ADVISOR
Calvert Asset Management Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
SHAREHOLDER SERVICE
Calvert Shareholder Services, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
TRANSFER AGENT
National Financial Data Services, Inc.
1004 Baltimore
6th Floor
Kansas City, Missouri 64105
INDEPENDENT ACCOUNTANTS
Coopers & Lybrand, L.L.P.
250 West Pratt Street
Baltimore, Maryland 21201
TABLE OF CONTENTS
Investment Objectives and Policies 1
Backtesting Methodology and Results 3
Investment Restrictions 4
Investment Selection and Screening Process 5
Dividends and Taxes 6
Net Asset Value 6
Calculation of Total Return 7
Purchase and Redemption of Shares 7
Reduced Sales Charges (Class A) 8
Advertising 8
Trustees, Officers and Advisory Council 9
Investment Advisor 11
Method of Distribution 12
Transfer and Shareholder Servicing Agent 12
Portfolio Transactions 13
Independent Accountants and Custodians 13
General Information 13
Letter of Intent 15
STATEMENT OF ADDITIONAL INFORMATION-[________], 1998
MANAGED INDEX PORTFOLIO
4550 Montgomery Avenue, Bethesda, Maryland 20814
New Account (800) 368-2748
Information: (301) 951-4820
Broker (800) 368-2746
Services: (301) 951-4850
Shareholder
Services: (800) 368-2745
TDD for the Hearing-
Impaired: (800) 541-1524
This Statement of Additional Information is not a prospectus.
Investors should read the Statement of Additional Information in conjunction
with the Portfolio's Prospectus, dated [_________], which may be obtained free
of charge by calling or writing the Portfolio at the above address.
INVESTMENT OBJECTIVES AND POLICIES
Calvert Social Investment Fund (the "Fund") is designed to provide
opportunities for individual and institutional investors, including ERISA
fiduciaries, through investment in enterprises that make a significant
contribution to society through their products and services and through the
way they do business. The Fund offers investors a choice of five separate
portfolios selected with a concern for the social impact of each investment:
the Managed Index Portfolio, the Money Market Portfolio, the Managed Growth
Portfolio, the Equity Portfolio and the Bond Portfolio. This Statement of
Additional Information applies only to the Managed Equity Index Portfolio
("Portfolio").
Repurchase Agreements
The Portfolio may purchase debt securities subject to repurchase
agreements which are arrangements under which the Portfolio buys a security
and the seller simultaneously agrees to repurchase the security at a specified
time and price reflecting a market rate of interest. The Portfolio engages in
repurchase agreements in order to earn a higher rate of return than it could
earn simply by investing in the obligation which is the subject of the
repurchase agreement. Repurchase agreements are not, however, without risk. In
the event of the bankruptcy of a seller during the term of a repurchase
agreement, a legal question exists as to whether the Portfolio would be deemed
the owner of the underlying security or would be deemed only to have a
security interest in and lien upon such security. The Portfolio will only
engage in repurchase agreements with recognized securities dealers and banks
determined to present minimal credit risk by the Advisor under the direction
and supervision of the Fund's Board of Trustees. In addition, the Portfolio
will only engage in repurchase agreements reasonably designed to secure fully
during the term of the agreement the seller's obligation to repurchase the
underlying security and will monitor the market value of the underlying
security during the term of the agreement. If the value of the underlying
security declines and is not at least equal to the repurchase price due the
Fund pursuant to the agreement, the Fund will require the seller to pledge
additional securities or cash to secure the seller's obligations pursuant to
the agreement. If the seller defaults on its obligation to repurchase and the
value of the underlying security declines, the Fund may incur a loss and may
incur expenses in selling the underlying security. Repurchase agreements are
always for periods of less than one year. Repurchase agreements not terminable
within seven days are considered illiquid.
Options and Futures Contracts
The Portfolio may, in pursuit of its investment objective, engage in
the purchase and sale of stock index futures contracts, and options on such
futures, as described more fully below.
The Portfolio may engage in such transactions only for liquidity or
to seek to hedge cash exposure. It will not engage in such transactions for
the purposes of speculation or leverage. The use of options and futures
contracts may involve a greater degree of risk than those inherent in more
conservative investment approaches.
Futures Transactions. The Portfolio may purchase and sell futures contracts,
but only when, in the judgment of the Advisor, or Subadvisor such a position
acts as a hedge against market changes which would adversely affect the
securities held by the Portfolio. These futures contracts may include, but are
not limited to, market index futures contracts and futures contracts based on
U.S. Government obligations.
A futures contract is an agreement between two parties to buy and
sell a security on a future date which has the effect of establishing the
current price for the security. Although futures contracts by their terms
require actual delivery and acceptance of securities, in most cases the
contracts are closed out before the settlement date without the making or
taking of delivery of securities. Upon buying or selling a futures contract,
the Portfolio deposits initial margin with its custodian, and thereafter daily
payments of maintenance margin are made to and from the executing broker.
Payments of maintenance margin reflect changes in the value of the futures
contract, with the Portfolio being obligated to make such payments if its
futures position becomes less valuable and entitled to receive such payments
if its positions become more valuable.
The Portfolio may only invest in futures contracts and options on
futures to hedge its cash and/or securities investment positions and not for
income enhancement, speculation or leverage purposes. Although some of the
securities underlying a futures contract may not necessarily meet the
Portfolio's social criteria, any such hedge position taken by the Portfolio
will not constitute a direct ownership interest in the underlying securities.
Futures contracts are designed by boards of trade which are
designated "contracts markets" by the Commodity Futures Trading Commission
("CFTC"). As series of a registered investment company, the Portfolio is
eligible for exclusion from the CFTC's definition of "commodity pool
operator," meaning that the Portfolio may invest in futures contracts under
specified conditions without registering with the CFTC.
Options on Futures Contracts. The Portfolio may purchase and write put or call
options and sell call options on futures contracts in which a Portfolio could
otherwise invest and which are traded on a U.S. exchange or board of trade.
The Portfolio may also enter into closing transactions with respect to such
options to terminate an existing position; that is, to sell a put option
already owned and to buy a call option to close a position where the Portfolio
has already sold a corresponding call option.
The Portfolio may only invest in options on futures contracts to
hedge its existing investment positions and not for income enhancement,
speculation or leverage purposes. Although some of the securities underlying
the futures contract underlying the option may not necessarily meet the
Portfolio's social criteria, any such hedge position taken by the Portfolio
will not constitute a direct ownership interest in the underlying securities.
An option on a futures contract gives the purchaser the right, in
return for the premium paid, to assume a position in a futures contract-a long
position if the option is a call and a short position if the option is a
put-at a specified exercise price at any time during the period of the option.
The Portfolio will pay a premium for such options purchased or sold. In
connection with such options bought or sold, the Portfolio will make initial
margin deposits and make or receive maintenance margin payments which reflect
changes in the market value of such options. This arrangement is similar to
the margin arrangements applicable to futures contracts described above.
Put Options on Futures Contracts. The purchase of put options on futures
contracts is analogous to the sale of futures contracts and is used to protect
the portfolio against the risk of declining prices. The Portfolio may purchase
put options and sell put options on futures contracts that are already owned
by the Portfolio. The Portfolio will only engage in the purchase of put
options and the sale of covered put options on market index futures for
hedging purposes.
Call Options on Futures Contracts. The Portfolio may only buy call options for
a cash hedge.
Risks of Options and Futures Contracts. If the Portfolio has sold futures or
takes options positions to hedge its portfolio against decline in the market
and the market later advances, the Portfolio may suffer a loss on the futures
contracts or options which it would not have experienced if it had not hedged.
Correlation is also imperfect between movements in the prices of futures
contracts and movements in prices of the securities which are the subject of
the hedge. Thus the price of the futures contract or option may move more than
or less than the price of the securities being hedged. Where a Portfolio has
sold futures or taken options positions to hedge against decline in the
market, the market may advance and the value of the securities held in the
Portfolio may decline. If this were to occur, the Portfolio might lose money
on the futures contracts or options and also experience a decline in the value
of its portfolio securities. However, although this might occur for a brief
period or to a slight degree, the value of a diversified portfolio will tend
to move in the direction of the market generally.
The Portfolio can close out futures positions only on an exchange or
board of trade which provides a secondary market in such futures. Although the
Portfolio intends to purchase or sell only such futures for which an active
secondary market appears to exist, there can be no assurance that such a
market will exist for any particular futures contract at any particular time.
This might prevent the Portfolio from closing a futures position, which could
require the Portfolio to make daily cash payments with respect to its position
in the event of adverse price movements.
Options on futures contracts bear several risks apart from those
inherent in options transactions generally. The Portfolio's ability to close
out its options positions in futures contracts will depend upon whether an
active secondary market for such options develops and is in existence at the
time the Portfolio seeks to close its positions. There can be no assurance
that such a market will develop or exist. Therefore, the Portfolio might be
required to exercise the options to realize any profit.
Temporary defensive positions
In seeking returns consistent with the Russell 1000 universe of stocks, the
Portfolio will normally be as fully invested as practicable in stocks.
However, for temporary defensive purposes - which may include a lack of
adequate purchase candidates or an unfavorable market environment - the
Portfolio may invest up to 35% of its assets in cash or cash equivalents. Cash
equivalents include instruments such as, but not limited to, U.S. government
and agency obligations, certificates of deposit, banker's acceptances, time
deposits commercial paper, short-term corporate debt securities and repurchase
agreements.
Lending portfolio securities.
The Portfolio may lend its portfolio securities to member firms of the New
York Stock Exchange and commercial banks with assets of one billion dollars or
more. Any such loans must be secured continuously in the form of cash or cash
equivalents such as U.S. Treasury bills; the amount of the collateral must on
a current basis equal or exceed the market value of the loaned securities, and
the Portfolio must be able to terminate such loans upon notice at any time.
The Portfolio will exercise its right to terminate a securities loan in order
to preserve its right to vote upon matters of importance affecting holders of
the securities.
The advantage of such loans is that the Portfolio continues to receive the
equivalent of the interest earned or dividends paid by the issuers on the
loaned securities while at the same time earning interest on the cash or
equivalent collateral.
Securities loans are usually made to broker-dealers and other financial
institutions to facilitate their delivery of such securities. As with any
extension of credit, there may be risks of delay in recovery and possibly loss
of rights in the loaned securities should the borrower of the loaned
securities fail financially. However, the Portfolio will make loans of its
portfolio securities only to those firms the Advisor or Subadvisor deems
creditworthy and only on such terms the Advisor or Subadvisor believes should
compensate for such risk. On termination of the loan the borrower is obligated
to return the securities to the Portfolio. The Portfolio will realize any gain
or loss in the market value of the securities during the loan period. The
Portfolio may pay reasonable custodial fees in connection with the loan.
BACK TESTING METHODOLOGY AND RESULTS
Factor Exposures Russell 1000 ProForma for
the Portfolio
Average Market Cap. (%weight) $46,091.86B $30,220.37B
Median Market Cap (%weight) $24,874.66B $12,619.80B
Average P/E, Trailing 21.70 20.60
Average P/E, Forward Estimate 18.87 17.93
Average P/B 5.87 5.29
Average Historical EPS Growth 21.76% 22.99%
Average Forward EPS Growth 14.21% 13.54%
The universe of stocks used for the back test were those stocks in the Russell
1000 index which currently pass the social screens of the Calvert Social
Investment Fund. Portfolio construction was based on information that would
have been available on these stocks only at the time of each re-balancing.
This was the case for both factor weightings and exposures used in the
optimizing process and SSGA's Matrix evaluation of each stock for the
enhancement process. The figures do not reflect deduction of any Portfolio
sales charges or operating expenses. The figures are not those of the
Portfolio, which has not yet commenced operations and has no actual
performance of its own. Past performance is no guarantee of future result.
Backtested Russell 1000 S & P 500
(Proforma)
for the Portfolio
1990 2.20% -4.16% -3.1%
1991 39.56% 33.03% 30.46%
1992 14.72% 9.04% 7.62%
1993 14.19% 10.15% 10.08%
1994 2.89% 0.38% 1.32%
1995 41.24% 37.77% 37.58%
1996 25.23% 22.45% 22.96%
Average Annual Backtested Russell 1000 S & P 500
Return for Period (Proforma)
12/31/96 ended for the Portfolio
3-Years 22.09% 19.19% 19.68%
5-Years 18.98% 15.26% 15.22%
7-Years 19.11% 14.58% 14.42%
10-Years -- 15.10% 15.29%
INVESTMENT RESTRICTIONS
Fundamental Investment Restrictions
The Portfolio has adopted the following fundamental investment
restrictions which, cannot be changed without the approval of the holders of a
majority of the Portfolio's outstanding shares, that term is as defined in the
Investment Company Act of 1940, as amended ("1940 Act").
The Portfolio may not:
1. With respect to 75% of its total assets, purchase
securities of any issuer (other than obligations of, or
guaranteed by, the United States Government, its agencies or
instrumentalities) if, as a result, more than 5% of the
value of the Portfolio's total assets would be invested in
securities of that issuer.
2. Concentrate 25% or more of the value of its assets
in any one industry; provided, however, that there is no
limitation with respect to investments in obligations issued
or guaranteed by the United States Government or its
agencies and instrumentalities, and repurchase agreements
secured thereby.
3. With respect to 75% of its total assets, purchase
more than 10% of the outstanding voting securities of any
issuer.
4. Make loans except that the Portfolio may engage in
securities lending (provided the value of the securities
loaned from the Fund will not exceed 33% of the value of its
total assets) and repurchase transactions, and may purchase
money market instruments.
5. Underwrite the securities of other issuers.
6. Borrow money, except from banks for temporary or
emergency purposes and then only in an amount up to 33% of
the value of that Portfolio's total assets. In order to
secure any permitted borrowings under this section, the
Portfolio may pledge, mortgage or hypothecate its assets.
7. Make short sales of securities or purchase any
securities on margin except with respect to options, futures
contracts and options on futures contracts.
8. Invest in commodities or real estate, although it
may invest in securities which are secured by real estate
and securities of issuers which invest or deal in
commodities or real estate, and provided that the Portfolio
may invest in financial futures and options thereon.
Non-Fundamental Investment Restrictions
The Portfolio has adopted the following operating (i.e.,
non-fundamental) investment policies and restrictions which may be changed by
the Board of Trustees without shareholder approval. The Portfolio may not:
9. Purchase the obligations of foreign issuers.
10. Purchase illiquid securities if more than 15% of
the value of the Portfolio's net assets would be invested in
such securities.
11. Purchase debt securities (other than money market
instruments).
12. Purchase or retain securities issued by investment
companies except to the extent permitted by the 1940 Act,
and in connection with the trustees' deferred compensation
plan.
13. Enter into a futures contract or an option on a
futures contract if the aggregate initial margins and premiums
required to establish these positions would exceed 5% of the
Portfolio's net assets.
Any investment restriction which involves a maximum percentage of
securities or assets shall not be considered to be violated unless an excess
over the applicable percentage occurs immediately after an acquisition of
securities or utilization of assets and results therefrom.
INVESTMENT SELECTION AND SCREENING PROCESS
Investments in the Portfolio are selected on the basis of their
ability to contribute to the dual objective of the Portfolio, (i.e., those
that satisfy the Portfolio's investment and social criteria). The Advisor and
Subadvisor have developed a number of techniques for evaluating the
performance of issuers in each of these areas. The primary sources of
information are reports published by the issuers themselves, the reports of
public agencies, and the reports of groups which monitor performance in
particular areas. These sources of information are sometimes augmented with
direct interviews or written questionnaires addressed to the issuers. It
should be recognized, however, that there are few generally accepted measures
by which achievement in these areas can be readily distinguished; therefore,
the development of suitable measurement techniques is largely within the
discretion and judgment of the Advisor and Subadvisor.
Candidates for inclusion in any particular class of assets are then
examined according to the social criteria. Issuers are classified into three
categories of suitability under the social criteria. In the first category are
those issuers which exhibit unusual positive accomplishment with respect to
some of the criteria and do not fail to meet minimum standards with respect to
the remaining criteria. To the greatest extent possible, investment selections
are made from this group. In the second category are those issuers which meet
minimum standards with respect to all the criteria but do not exhibit
outstanding accomplishment with respect to any criterion. This category
includes issuers which may lack an affirmative record of accomplishment in
these areas but which are not known by Advisor to violate any of the social
criteria. The third category under the social criteria consists of issuers
which flagrantly violate, or have violated, one or more of those values, for
example, a company which repeatedly engages in unfair labor practices. The
Portfolio will not knowingly purchase the securities of issuers in this third
category.
It should be noted that the Portfolio's social criteria tend to limit
the availability of investment opportunities more than is customary with other
investment companies. The Advisor, however, believes that within the first and
second categories there are sufficient investment opportunities to permit full
investment among issuers which satisfy the Portfolio's social criteria.
DIVIDENDS AND TAXES
It is the policy of the Portfolio to declare and pay dividends from
net investment income on an annual basis. Dividends and distributions may
differ among the classes. Distributions of realized net capital gains, if any,
are normally paid once a year; however, the Portfolio does not intend to make
any such distributions unless available capital loss carryovers, if any, have
been used or have expired.
The Portfolio is required to withhold 31% of any dividends and
capital gain distributions paid and 31% of each redemption transaction if: (a)
the shareholder's social security number or other taxpayer identification
number ("TIN") is not provided or an obviously incorrect TIN is provided; (b)
the shareholder does not certify under penalties of perjury that the TIN
provided is the shareholder's correct TIN and that the shareholder is not
subject to backup withholding under section 3406(a)(1)(C) of the Internal
Revenue Code of 1986 as amended ("Code") because of underreporting (however,
failure to provide certification as to the application of section
3406(a)(1)(C) will result only in backup withholding on dividends, not on
redemptions); or (c) the Portfolio is notified by the Internal Revenue Service
that the TIN provided by the shareholder is incorrect or that there has been
underreporting of interest or dividends by the shareholder. Affected
shareholders will receive statements at least annually specifying the amount
withheld.
In addition, the Portfolio is required to report to the Internal
Revenue Service the following information with respect to each redemption
transaction occurring: (a) the shareholder's name, address, account number and
taxpayer identification number; (b) the total dollar value of the redemptions;
and (c) the Portfolio's identifying CUSIP number.
Certain shareholders are, however, exempt from the backup withholding
and broker reporting requirements. Exempt shareholders include: corporations;
financial institutions; tax-exempt organizations; individual retirement plans;
the U.S., a State, the District of Columbia, a U.S. possession, a foreign
government, an international organization, or any political subdivision,
agency or instrumentality of any of the foregoing; U.S. registered commodities
or securities dealers; real estate investment trusts; registered investment
companies; bank common trust funds; certain charitable trusts; foreign central
banks of issue. Non-resident aliens, certain foreign partnerships and foreign
corporations are generally not subject to either requirement but may instead
be subject to withholding under sections 1441 or 1442 of the Code.
Shareholders claiming exemption from backup withholding and broker reporting
should call or write the Portfolio for further information.
Dividends paid by the Portfolio may be eligible for the dividends
received deduction available to corporate taxpayers. Information concerning
the tax status of dividends and distributions and the amount of dividends
withheld, if any, is mailed annually to shareholders.
Investors should note that they may be required to exclude the
initial sales charge, if any, paid on the purchase of Class A shares from the
tax basis of those shares if the shares are exchanged for shares of another
Calvert Group Fund within 90 days of purchase. This requirement applies only
to the extent that the payment of the original sales charge on the Class A
shares of the Portfolio causes a reduction in the sales charge otherwise
payable on the shares of the Calvert Group Fund acquired in the exchange, and
investors may treat sales charges excluded from the basis of the original
shares as incurred to acquire the new shares.
NET ASSET VALUE
The public offering price of the shares of the Portfolio is the respective
net asset value per share (plus, for Class A shares, the applicable sales
charge). Shares are redeemed at their respective net asset values per share,
less any applicable contingent deferred sales charge ("CDSC"). The net asset
value of the Portfolio fluctuates based on the respective market value of the
Portfolio's investments. The net asset value per share of the Portfolio is
determined every business day at the close of the New York Stock Exchange
(normally 4:00 p.m. Eastern time) and at such other times as may be necessary or
appropriate. The Portfolio does not determine net asset value on certain
national holidays or other days on which the New York Stock Exchange is closed:
New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
Net asset value per share is determined per class by dividing its total net
assets (the value of its assets net of liabilities, including accrued expenses
and fees) by the number of shares outstanding for that class. The assets of the
Portfolio are valued as follows: (a) securities for which market quotations are
readily available are valued at the most recent closing price, mean between bid
and asked price, or yield equivalent as obtained from one or more market makers
for such securities; (b) securities maturing within 60 days may be valued at
cost, plus or minus any amortized discount or premium, unless the Board of
Trustees determines such method not to be appropriate under the circumstances;
and (c) all other securities and assets for which market quotations are not
readily available will be valued at their fair value as determined by the
Advisor in good faith under the supervision of the Board of Trustees.
CALCULATION OF TOTAL RETURN
The Portfolio may advertise "total return." Total return is
calculated separately for each class. It is computed by taking the total
number of shares purchased by a hypothetical $1,000 investment after deducting
any applicable sales charge, adding all additional shares purchased within the
period with reinvested dividends and distributions, calculating the value of
those shares at the end of the period, and dividing the result by the initial
$1,000 investment. For periods of more than one year, the cumulative total
return is then adjusted for the number of years, taking compounding into
account, to calculate average annual total return during that period.
Total return is computed according to the following formula:
P(1 + T)n = ERV
where P = a hypothetical initial payment of $1,000; T = total return; n =
number of years; and ERV = the ending redeemable value of a hypothetical
$1,000 payment made at the beginning of the period.
Total return is historical in nature and is not intended to indicate
future performance. All total return quotations reflect the deduction of the
Portfolio's maximum sales charge, except quotations of "return without maximum
load" (or "w/o max load") which do not deduct sales charge, and "actual
return," which reflect deduction of the sales charge only for those periods
when a sales charge was actually imposed. Return without maximum load, which
will be higher than total return, should be considered only by investors, such
as participants in certain pension plans, to whom the sales charge does not
apply, or for purposes of comparison only with comparable figures which also
do not reflect sales charges, such as Lipper averages.
Total return, like yield and net asset value per share, fluctuates in
response to changes in market conditions. Neither total return nor yield for
any particular time period should be considered an indication of future return.
PURCHASE AND REDEMPTION OF SHARES
Share certificates will not be issued unless requested in writing by
the investor. No charge will be made for share certificate requests. No
certificates will be issued for fractional shares. A service fee of $10, plus
any costs incurred by the Portfolio, will be charged investors whose purchase
checks are returned for insufficient funds.
Telephone redemption requests are processed upon the date of receipt, if
received prior to 4:00 p.m. Eastern Time. Redemption proceeds are normally
transmitted or mailed the next business day, although payment by check of
redemption proceeds may take up to five business days. Certain Class B shares
may be subject to a contingent deferred sales charge which is subtracted from
the redemption proceeds (see Prospectus, "Calculation of Contingent Deferred
Sales Charges and Waiver of Sales Charges"). Telephone redemption requests which
would require the redemption of shares purchased by check or electronic funds
transfer within the previous 10 business days may not be honored. The Portfolio
reserves the right to modify the telephone redemption privilege.
Amounts redeemed by telephone may be mailed by check to the investor
to the address of record without charge. Amounts of more than $50 and less
than $300,000 may be transferred electronically at no charge to the investor.
Amounts of $l,000 or more will be transmitted by wire without charge by the
Portfolio to the investor's account at a domestic bank or savings association.
A charge of $5 is imposed on wire transfers of less than $1,000.
Existing shareholders who at any time desire to change instructions
already given must send a notice either to the broker through which shares
were purchased or to the Portfolio with a voided check from the bank account
to receive the redemption proceeds. New wiring instructions may be accompanied
by a voided check in lieu of a signature guarantee. Further documentation may
be required from corporations, fiduciaries, pension plans, and institutional
investors.
The Portfolio's redemption check normally will be mailed to the
investor on the next business day following the date of receipt by the
Portfolio of a written redemption request. If the investor so instructs in
such written redemption request, the check will be mailed or the redemption
proceeds wired or transferred electronically to a preauthorized account at the
investor's bank. Redemption proceeds are normally paid in cash. However, at
the sole discretion of the Portfolio, the Portfolio has the right to redeem
shares in assets other than cash for redemption amounts exceeding, in any
90-day period, $250,000 or 1% of the net asset value of the Portfolio,
whichever is less, or as allowed by law.
The right of redemption may be suspended or the date of payment
postponed for any period during which the New York Stock Exchange is closed
(other than customary weekend and holiday closings), when trading on the New
York Stock Exchange is restricted, or an emergency exists, as determined by
the Securities and Exchange Commission, or if the Commission has ordered such
a suspension for the protection of shareholders. Redemption proceeds are
normally mailed, wired or transferred electronically the next business day but
in no event later than seven days after a proper redemption request has been
received, unless redemptions have been suspended or postponed as described
above.
REDUCED SALES CHARGES (CLASS A)
The Portfolio imposes reduced sales charges for Class A shares in
certain situations in which the Principal Underwriter and the dealers selling
Portfolio shares may expect to realize significant economies of scale with
respect to such sales. Generally, sales costs do not increase in proportion to
the dollar amount of the shares sold; the per-dollar transaction cost for a
sale to an investor of shares worth, say, $5,000 is generally much higher than
the per-dollar cost for a sale of shares worth $1,000,000. Thus, the
applicable sales charge declines as a percentage of the dollar amount of
shares sold as the dollar amount increases.
When a shareholder agrees to make purchases of shares over a period
of time totaling a certain dollar amount pursuant to a Letter of Intent, the
Underwriter and selling dealers can expect to realize the economies of scale
applicable to that stated goal amount. Thus the Portfolio imposes the sales
charge applicable to the goal amount. Similarly, the Underwriter and selling
dealers also experience cost savings when dealing with existing Portfolio
shareholders, enabling the Portfolio to afford existing shareholders the Right
of Accumulation. The Underwriter and selling dealers can also expect to
realize economies of scale when making sales to the members of certain
qualified groups which agree to facilitate distribution of Portfolio shares to
their members. See "Exhibit A - Reduced Sales Charges" in the Prospectus.
ADVERTISING
The Fund or its affiliates may provide information such as, but not
limited to, the economy, investment climate, investment principles,
sociological conditions and political ambiance. Discussion may include
hypothetical scenarios or lists of relevant factors designed to aid the
investor in determining whether the Portfolio is compatible with the
investor's goals. The Portfolio may list portfolio holdings or give examples
or securities that may have been considered for inclusion in the Portfolio,
whether held or not.
The Fund or its affiliates may supply comparative performance data
and rankings from independent sources such as Donoghue's Money Fund Report,
Bank Rate Monitor, Money, Forbes, Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Wiesenberger Investment Companies Service,
Russell 1000 Index, Mutual Fund Values Morningstar Ratings, Mutual Fund
Forecaster, Barron's, The Wall Street Journal, and Schabacker Investment
Management, Inc. Such averages generally do not reflect any front- or back-end
sales charges that may be charged by Funds in that grouping. The Portfolio may
also cite to any source, whether in print or on-line, such as Bloomberg, in
order to acknowledge origin of information. The Fund may compare itself or its
portfolio holdings to other investments, whether or not issued or regulated by
the securities industry, including, but not limited to, certificates of
deposit and Treasury notes. The Portfolio, its Advisor, and its affiliates
reserve the right to update performance rankings as new rankings become
available.
Calvert Group is the nation's leading family of socially responsible
mutual funds, both in terms of socially responsible mutual fund assets under
management, and number of socially responsible mutual fund portfolios offered
(source: Social Investment Forum, December 31, 1996). Calvert Group was also
the first to offer a family of socially responsible mutual fund portfolios.
TRUSTEES, OFFICERS, AND ADVISORY COUNCIL
REBECCA ADAMSON, Trustee. Since 1983, Ms. Adamson has served as
President of the national non-profit, First Nations Financial Project. Founded
by her in 1980, First Nations is the only American Indian alternative
development institute in the country. DOB: 9/10/47. Address: 69 Kelley Road,
Falmouth, Virginia 22405.
RICHARD L. BAIRD, JR., Trustee. Mr. Baird is Executive Vice President
of the Family Health Council, Inc. in Pittsburgh, Pennsylvania. The Family
Health Council is a non-profit corporation which provides family planning
services, nutrition, maternal/child health care, and various health screening
services. Mr. Baird is a trustee/director of each of the investment companies
in the Calvert Group of Funds, except for Calvert New World Fund, Inc., Acacia
Capital Corporation, and Calvert World Values Fund, Inc. DOB: 5/9/48. Address:
211 Overlook Drive, Pittsburgh, Pennsylvania 15216.
*JOHN G. GUFFEY, JR., Executive Vice President and Trustee. Mr.
Guffey is chairman of the Calvert Social Investment Foundation, organizing
director of the Community Capital Bank in Brooklyn, New York, and a financial
consultant to various organizations. In addition, he is a Director of the
Community Bankers Mutual Fund of Denver, Colorado, and the Treasurer and
Director of Silby, Guffey, and Co., Inc., a venture capital firm. Mr. Guffey
is a trustee/director of each of the other investment companies in the Calvert
Group of Funds, except for Calvert New World Fund, Inc. and Acacia Capital
Corporation. DOB: 5/15/48. Address: 7205 Pomander Lane, Chevy Chase, Maryland
20815.
JOY V. JONES, Esq., Trustee. Ms. Jones is an attorney and
entertainment manager in New York City, and was formerly a partner with the
firm Rogers & Wells in New York City, specializing in real estate law and
municipal finance. Ms. Jones is also a Trustee of Sarah Lawrence College, a
member of the Association of Black Women Attorneys, Inc., and a Trustee of the
Community Service Society of New York. DOB: 7/2/50. Address: 175 West 12th
Street, New York, New York 10011.
*BARBARA J. KRUMSIEK, President and Director. Ms. Krumsiek serves as
President, Chief Executive Officer and Vice Chairman of Calvert Group, Ltd.
and as an officer and director of each of its affiliated companies. She is a
director of Calvert-Sloan Advisers, L.L.C., co-chair of the Board of Directors
of Calvert World Values Fund, Inc., and a trustee/director of each of the
investment companies in the Calvert Group of Funds. Prior to joining Calvert
Group, Ms. Krumsiek served as Senior Vice President of Alliance Capital LP's
Mutual Fund Division. DOB: 08/09/52.
TERRENCE J. MOLLNER, Ed.D., Trustee. Dr. Mollner is Founder and
Chairperson of Trusteeship Institute, Inc., a diverse foundation known
principally for its consultation to corporations converting to cooperative
employee-ownership. He is also a director of Calvert World Values Fund, Inc.
He served as a Trustee of the Cooperative Fund of New England, Inc., and is
now a member of its Board of Advisors. In addition, Dr. Mollner is a founder
and member of the Board of Trustees of the Foundation for Soviet-American
Economic Cooperation. DOB: 12/13/44. Address: 15 Edwards Square, Northampton,
Massachusetts 01060.
SYDNEY AMARA MORRIS, Trustee. Rev. Morris is Senior Minister of the
Unitarian Church of Vancouver, Canada. She previously served as Minister of
the Unitarian-Universalist Fellowship in Ames, Iowa. Rev. Morris is a graduate
of the Harvard Divinity School. DOB: 9/7/49. Address: 1225 W. 26th Avenue,
Vancouver, British Columbia, Canada V6H2A8.
*CHARLES T. NASON, Trustee. Mr. Nason serves as Chairman, President
and Chief Executive Officer of The Acacia Group, a Washington, D.C.-based
financial services organization, including Acacia Mutual Life Insurance
Company and Calvert Group, Ltd. DOB: 4/22/46. Address: 7315 Wisconsin Avenue,
Bethesda, Maryland 20814.
*D. WAYNE SILBY, Esq., President and Trustee. Mr. Silby is a
trustee/director of each of the investment companies in the Calvert Group of
Funds, except for Calvert New World Fund, Inc. and Acacia Capital Corporation.
Mr. Silby is an officer, director and shareholder of Silby, Guffey & Company,
Inc., which serves as general partner of Calvert Social Venture Partners
("CSVP"). CSVP is a venture capital firm investing in socially responsible
small companies. DOB: 7/20/48. Address: 1715 18th Street, N.W., Washington,
D.C. 20009.
RENO J. MARTINI, Senior Vice President. Mr. Martini is Senior Vice
President of Calvert Group, Ltd., and Senior Vice President and Chief
Investment Officer of Calvert Asset Management Company, Inc. Mr. Martini is
also a director and President of Calvert-Sloan Advisers, L.L.C., and a
director and officer of Calvert New World Fund. DOB: 1/13/50.
RONALD M. WOLFSHEIMER, CPA, Treasurer. Mr. Wolfsheimer is Senior Vice
President and Controller of Calvert Group, Ltd. and its subsidiaries and an
officer of each of the other investment companies in the Calvert Group of
Funds. Mr. Wolfsheimer is Vice President and Treasurer of Calvert-Sloan
Advisers, L.L.C., and a director of Calvert Distributors, Inc. DOB: 7/24/52.
WILLIAM M. TARTIKOFF, Esq., Vice President and Assistant Secretary.
Mr. Tartikoff is an officer of each of the investment companies in the Calvert
Group of Funds, and is Senior Vice President, Secretary, and General Counsel
of Calvert Group, Ltd., and each of its subsidiaries. Mr. Tartikoff is also
Vice President and Secretary of Calvert-Sloan Advisers, L.L.C., a director of
Calvert Distributors, Inc., and is an officer of Acacia National Life
Insurance Company. DOB: 8/12/47.
CATHERINE S. BARDSLEY, Esq., Secretary. Ms. Bardsley is of counsel to
Kirkpatrick & Lockhart, LLP, the Fund's legal counsel. DOB: 10/4/49. Address:
1800 Massachusetts Avenue, N.W., Washington, D.C. 20036.
DANIEL K. HAYES, Vice President. Mr. Hayes is Vice President of
Calvert Asset Management Company, Inc., and is an officer of each of the other
investment companies in the Calvert Group of Funds, except for Calvert New
World Fund, Inc. DOB: 9/9/50.
SUSAN WALKER BENDER, Esq., Assistant Secretary. Ms. Bender is
Associate General Counsel of Calvert Group, and an officer of each of its
subsidiaries and Calvert-Sloan Advisers, L.L.C. She is also an officer of each
of the other investment companies in the Calvert Group of Funds. DOB: 1/29/59.
KATHERINE STONER, Esq., Assistant Secretary. Ms. Stoner is Associate
General Counsel of Calvert Group and an officer of each of its subsidiaries
and Calvert-Sloan Advisers, L.L.C. She is also an officer of each of the other
investment companies in the Calvert Group of Funds. DOB: 10/21/56.
LISA CROSSLEY NEWTON, Esq., Assistant Secretary and Compliance
Officer. Ms. Crossley Newton is Associate General Counsel of Calvert Group and
an officer of each of its subsidiaries and Calvert-Sloan Advisers, L.L.C. She
is also an officer of each of the other investment companies in the Calvert
Group of Funds. DOB: 12/31/61.
IVY WAFFORD DUKE, Esq., Assistant Secretary. Ms. Duke is Assistant
Counsel of Calvert Group and an officer of each of its subsidiaries and
Calvert-Sloan Advisers, L.L.C. She is also an officer of each of the other
investment companies in the Calvert Group of Funds. DOB: 9/7/68.
The address of directors and officers, unless otherwise noted, is
4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Trustees and
officers of the Fund as a group own less than 1% of the Portfolio's
outstanding shares. Trustees marked with an *, above, are "interested persons"
of the Fund, under the Investment Company Act of 1940.
Mr. Baird and Ms. Adamson serve as the Fund's representatives to the
respective Audit Committees of the other investment companies in the Calvert
Group of Funds; and Rev. Morris, Dr. Mollner, and Ms. Jones serve as the
Portfolio's representatives to the respective Investment Policy Committees of
the other investment companies in the Calvert Group of Funds.
The Advisory Council has no power, authority or responsibility with
respect to the management of the Portfolio or the conduct of the affairs of
the Portfolio. Messrs. Silby, Guffey, Mollner and Baird, Ms. Adamson, Ms.
Jones, Rev. Morris, and Ms. Krumsiek and Mr. Bynum of the Advisory Council,
serve as directors of Calvert Social Investment Foundation, a non-profit
organization formed to increase awareness and educate the general public about
the benefits of socially conscious investing. The Foundation is not directly
affiliated with Calvert Group.
Trustees of the Fund not affiliated with the Advisor presently
receive an annual fee of $20,500 for service as a member of the Board of
Trustees of the Calvert Group of Funds, and a fee of $750 to $1500 for each
regular Board or Committee meeting attended; such fees are allocated among the
respective Portfolios based upon their relative net assets. Trustees who do
not serve on the Board of other Funds sponsored by the Advisor receive an
annual fee of $15,430, plus $600 for each Board and Committee meeting attended.
Trustees of the Fund not affiliated with the Portfolio's Advisor may
elect to defer receipt of all or a percentage of their fees and invest them in
any fund in the Calvert Family of Funds through the Trustees Deferred
Compensation Plan. Deferral of the fees is designed to maintain the parties in
the same position as if the fees were paid on a current basis. Management
believes this will have a negligible effect on the Portfolio's assets,
liabilities, net assets, and net income per share, and will ensure that there
is no duplication of advisory fees.
INVESTMENT ADVISOR
The Portfolio's Investment Advisor is Calvert Asset Management
Company, Inc., 4550 Montgomery Avenue, 1000N, Bethesda, Maryland 20814, a
subsidiary of Calvert Group Ltd., which is a subsidiary of Acacia Mutual Life
Insurance Company of Washington, D.C. ("Acacia Mutual").
The Advisory Contract between the Fund and the Advisor was entered
into [________] for the Portfolio. The contract will remain in effect
indefinitely, provided continuance is approved at least annually by the vote
of the holders of a majority of the outstanding shares of the Fund or by the
Board of Trustees of the Fund; and further provided that such continuance is
also approved annually by the vote of a majority of the trustees of the Fund
who are not parties to the Contract or interested persons of parties to the
Contract or interested persons of such parties, cast in person at a meeting
called for the purpose of voting on such approval. The Contract may be
terminated without penalty by either party upon 60 days' prior written notice;
it automatically terminates in the event of its assignment.
Under the Contract, the Advisor provides investment advice to the
Portfolio and oversees its day-to-day operations, subject to direction and
control by the Fund's Board of Trustees. For its services, the Advisor
receives an annual fee, payable monthly, of _____% of the Portfolio's average
daily net assets. The Advisor reserves the right (i) to waive all or a part of
its fee and/or reimburse the Portfolio for expenses and (ii) to compensate
broker-dealers in consideration of their promotional or administrative
services.
The Advisor may, but is not required by this Agreement, to waive current
payment of its fees, or to reimburse expenses of the Fund. Any fees the current
payment of which is waived by the Advisor and any expenses paid on behalf of or
reimbursed to the Portfolio by the Advisor through February 29, 2000, may be
recaptured by the Advisor from the Portfolio during the two years beginning
March 1, 2000, and ending February 28, 2002. Such recapture shall only be made
to the extent that it does not result in the Portfolio's Class A aggregate
expenses exceeding on an annual basis 2.00% of Class A average daily net assets,
and 3.25% and 1.25%, respectively, for class C and Class I. The Advisor may
voluntarily make additional fee waivers or expense reimbursements with respect
to the Portfolio from March 1, 2002 through February 29, 2004, ("Additional
Period"); provided, however, that (a) any fees the current payment of which is
waived by the Advisor and any expenses paid on behalf of or reimbursed to the
Portfolio by the Advisor during the Additional Period may be recaptured by the
Advisor from the Portfolio during the two years beginning on March 1, 2004 and
ending February 28, 2006 and (b) such recapture shall only be made to the extent
that it does not result in the Portfolio's Class A aggregate expenses exceeding
on an annual basis 2.00% of Class A average daily net assets, and 3.25% and
1.25%, respectively, for Class C and Class I.
CAM has retained State Street Global Advisors, a division of State
Street Bank and Trust Company. as Subadvisor for the Portfolio. See
Prospectus, "Management of the Fund."
The Fund has received an exemptive order to permit the Fund and the
Advisor to enter into and materially amend the Investment Subadvisory
Agreement without shareholder approval. Within 90 days of the hiring of any
Subadvisor or the implementation of any proposed material change in the
Investment Subadvisory Agreement, the Portfolio will furnish its shareholders
information about the new Subadvisor or Investment Subadvisory Agreement that
would be included in a proxy statement. Such information will include any
change in such disclosure caused by the addition of a new Subadvisor or any
proposed material change in the Investment Subadvisory Agreement of the
Portfolio. The Portfolio will meet this condition by providing shareholders,
within 90 days of the hiring of the Subadvisor or implementation of any
material change to the terms of an Investment Subadvisory Agreement, with an
information statement to this effect.
The Advisor provides the Fund with investment supervision and
management, social screening, office space, furnishes executive and other
personnel to the Fund, and may pay Fund advertising and promotional expenses.
The Fund pays all other administrative and operating expenses, including:
custodial, registrar, dividend disbursing and transfer agency fees; federal
and state securities registration fees; salaries, fees and expenses of
trustees, executive officers and employees of the Fund, and Advisory Council
members, who are not "affiliated persons" of the Advisor or the Subadvisors
within the meaning of the Investment Company Act of 1940; insurance premiums;
trade association dues; legal and audit fees; interest, taxes and other
business fees; expenses of printing and mailing reports, notices,
prospectuses, and proxy material to shareholders; annual shareholders' meeting
expenses; and brokerage commissions and other costs associated with the
purchase and sale of portfolio securities.
METHOD OF DISTRIBUTION
The Fund has entered into an agreement with Calvert Distributors, Inc.
("CDI") whereby CDI, acting as principal underwriter for the Portfolio, makes a
continuous offering of the Portfolio's securities on a "best efforts" basis.
Under the terms of the agreement, CDI is entitled to receive, a distribution fee
from the Portfolio paid through the Distribution Plans of the respective
classes. For Class A shares, CDI also receives the portion of the sales charge
in excess of the dealer reallowance. For Class B shares, CDI receives any CDSC
paid.
Pursuant to Rule 12b-1 under the 1940 Act, Class A, Class B and Class C
have adopted Distribution Plans (the "Plans") which permit them to pay certain
expenses associated with the distribution and servicing of its shares. Such
expenses may not exceed, on an annual basis, ____%, ___% and ____% of the
average daily net assets of Class A, Class B, and Class C, respectively. The
Distribution Plans were approved by the Board of Trustees, including the
Trustees who are not "interested persons" of the Fund (as that term is defined
in the 1940 Act) and who have no direct or indirect financial interest in the
operation of the Plans or in any agreements related to the Plans. The selection
and nomination of the Trustees who are not interested persons of the Fund is
committed to the discretion of such disinterested Trustees. In establishing the
Plans, the Trustees considered various factors including the amount of the
distribution expenses. The Trustees determined that there is a reasonable
likelihood that the Plans will benefit the affected Class and its shareholders.
The Plans may be terminated by vote of a majority of the non-interested
Trustees who have no direct or indirect financial interest in the Plans, or by
vote of a majority of the outstanding shares of the affected class or Portfolio
provided that, if the Class B Plan is terminated, the obligation of the
Portfolio to make payments pursuant to such Plan will continue, and the
Portfolio will be required to make payments under such Plan beyond the
termination date until such time that expenses incurred in connection with Class
B shares sold prior to such termination date have been fully paid. Any change in
the Plans that would materially increase the cost to the affected Class of
Portfolio requires approval of the shareholders of that class; otherwise, the
Plans may be amended by the Trustees, including a majority of the non-interested
Trustees as described above. The Plans will continue in effect for successive
one-year terms provided that such continuance is specifically approved by (i)
the vote of a majority of the Trustees who are not parties to the Plans or
interested persons of any such party and who have no direct or indirect
financial interest in the Plans, and (ii) the vote of a majority of the entire
Board of Trustees.
Apart from the Plans, the Advisor and CDI, at their own
expense, may incur costs and pay expenses associated with the distribution of
shares of the Portfolio.
Certain broker-dealers, and/or other persons may receive compensation from
the investment advisor, underwriter, or their affiliates for the sale and
distribution of the securities or for services to the Portfolio. Such
compensation may include additional compensation based on assets held through
that firm beyond the regularly scheduled rates, and finder's fees payments to
firms whose representatives are responsible for soliciting a new account where
the account holder does not choose to purchase through that firm.
TRANSFER AND SHAREHOLDER SERVICING AGENT
National Financial Data Services, Inc. ("NFDS"), a subsidiary of
State Street Bank & Trust, has been retained by the Fund to act as transfer
agent and dividend disbursing agent. These responsibilities include:
responding to certain shareholder inquiries and instructions, crediting and
debiting shareholder accounts for purchases and redemptions of Portfolio
shares and confirming such transactions, and daily updating of shareholder
accounts to reflect declaration and payment of dividends.
Calvert Shareholder Services, Inc., a subsidiary of Calvert Group,
Ltd., and Acacia Mutual, has been retained by the Fund to act as shareholder
servicing agent. Shareholder servicing responsibilities include responding to
shareholder inquiries and instructions concerning their accounts, entering any
telephoned purchases or redemptions into the NFDS system, maintenance of
broker-dealer data, and preparing and distributing statements to shareholders
regarding their accounts. Calvert Shareholder Services, Inc. was the sole
transfer agent prior to January 1, 1998.
For these services, NFDS and Calvert Shareholder Services, Inc. Each
receive a fee based on the number of shareholder accounts and shareholder
transactions.
PORTFOLIO TRANSACTIONS
Portfolio transactions are undertaken on the basis of their
desirability from an investment standpoint. Investment decisions and the
choice of brokers and dealers are made by the Portfolio's Advisor and
Subadvisor under the direction and supervision of the Fund's Board of Trustees.
Broker-dealers who execute portfolio transactions on behalf of the
Portfolio are selected on the basis of their professional capability and the
value and quality of their services. The Advisor and Subadvisor reserve the
right to place orders for the purchase or sale of portfolio securities with
broker-dealers who have sold shares of the Portfolio or who provide the
Portfolio with statistical, research, or other information and services.
Although any statistical research or other information and services provided
by broker-dealers may be useful to the Advisor and the Subadvisor, the dollar
value of such information and services is generally indeterminable, and its
availability or receipt does not serve to materially reduce the Advisor's or
Subadvisor's normal research activities or expenses.
The Advisor and Subadvisor may also execute portfolio transactions
with or through broker-dealers who have sold shares of the Portfolio. However,
such sales will not be a qualifying or disqualifying factor in a
broker-dealer's selection nor will the selection of any broker-dealer be based
on the volume of Portfolio shares sold. The Advisor or Subadvisor may
compensate, at its expense, such broker-dealers in consideration of their
promotional and administrative services.
Depending upon market conditions, portfolio turnover, generally
defined as the lesser of annual sales or purchases of portfolio securities
divided by the average monthly value of the Portfolio's portfolio securities
(excluding from both the numerator and the denominator all securities whose
maturities or expiration dates as of the date of acquisition are one year or
less), expressed as a percentage, is under normal circumstances expected to be
between 100% and 150%.
INDEPENDENT ACCOUNTANTS AND CUSTODIANS
Coopers & Lybrand, L.L.P., has been selected by the Board of Trustees
to serve as independent accountants for fiscal year 1998. State Street Bank &
Trust Company, N.A., 225 Franklin Street, Boston, MA 02110, serves as
custodian of the Portfolio's investments. First National Bank of Maryland, 25
South Charles Street, Baltimore, Maryland 21203 also serves as custodian of
certain of the Portfolio's cash assets. The custodians have no part in
deciding the Portfolio's investment policies or the choice of securities that
are to be purchased or sold for the Portfolio.
GENERAL INFORMATION
The Fund was approved as a Massachusetts business trust on December
14, 1981. The Fund's Declaration of Trust contains an express disclaimer of
shareholder liability for acts or obligations of the Fund. The shareholders of
a Massachusetts business trust might, however, under certain circumstances, be
held personally liable as partners for its obligations. The Declaration of
Trust provides for indemnification and reimbursement of expenses out of Fund
assets for any shareholder held personally liable for obligations of the Fund.
The Declaration of Trust also provides that the Fund shall, upon request,
assume the defense of any claim made against any shareholder for any act or
obligation of the Fund and satisfy any judgment thereon. The Declaration of
Trust further provides that the Fund may maintain appropriate insurance (for
example, fidelity bonding and errors and omissions insurance) for the
protection of the Fund, its shareholders, trustees, officers, employees and
agents to cover possible tort and other liabilities. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which both inadequate insurance exists and the
Fund itself is unable to meet its obligations.
Each share of each series represents an equal proportionate interest
in that series with each other share and is entitled to such dividends and
distributions out of the income belonging to such series as declared by the
Board. The Portfolio offers four separate classes of shares: Class A, Class B,
Class C, and Class I. Each class represents interests in the same portfolio of
investments but, as further described in the prospectus, each class is subject
to differing sales charges and expenses, which differences will result in
differing net asset values and distributions. Upon any liquidation of the
Portfolio, shareholders of each class are entitled to share pro rata in the
net assets belonging to that series available for distribution.
The Portfolio will send its shareholders confirmations of purchase
and redemption transactions, as well as periodic transaction statements and
unaudited semi-annual and audited annual financial statements of the
Portfolio's investment securities, assets and liabilities, income and
expenses, and changes in net assets.
The Prospectus and this Statement of Additional Information do not
contain all the information in the Portfolio's registration statement. The
registration statement is on file with the Securities and Exchange Commission
and is available to the public.
<PAGE>
LETTER OF INTENT
Date
Calvert Distributors, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814
Ladies and Gentlemen:
By signing this Letter of Intent, or affirmatively marking the Letter
of Intent option on my Fund Account Application Form, I agree to be bound by
the terms and conditions applicable to Letters of Intent appearing in the
Prospectus and the Statement of Additional Information for the Fund and the
provisions described below as they may be amended from time to time by the
Fund. Such amendments will apply automatically to existing Letters of Intent.
I intend to invest in the shares of:_______ (Fund or Portfolio name)
during the thirteen (13) month period from the date of my first purchase
pursuant to this Letter (which cannot be more than ninety (90) days prior to
the date of this Letter or my Fund Account Application Form, whichever is
applicable), an aggregate amount (excluding any reinvestments of
distributions) of at least fifty thousand dollars ($50,000) which, together
with my current holdings of the Fund (at public offering price on date of this
Letter or my Fund Account Application Form, whichever is applicable), will
equal or exceed the amount checked below:
__ $50,000 __ $100,000 __ $250,000 __ $500,000 __ $1,000,000
Subject to the conditions specified below, including the terms of
escrow, to which I hereby agree, each purchase occurring after the date of
this Letter will be made at the public offering price applicable to a single
transaction of the dollar amount specified above, as described in the Fund's
prospectus. "Fund" in this Letter of Intent shall refer to the Fund or
Portfolio, as the case may be. No portion of the sales charge imposed on
purchases made prior to the date of this Letter will be refunded.
I am making no commitment to purchase shares, but if my purchases
within thirteen months from the date of my first purchase do not aggregate the
minimum amount specified above, I will pay the increased amount of sales
charges prescribed in the terms of escrow described below. I understand that
4.75% of the minimum dollar amount specified above will be held in escrow in
the form of shares (computed to the nearest full share). These shares will be
held subject to the terms of escrow described below.
From the initial purchase (or subsequent purchases if necessary),
4.75% of the dollar amount specified in this Letter shall be held in escrow in
shares of the Fund by the Fund's transfer agent. For example, if the minimum
amount specified under the Letter is $50,000, the escrow shall be shares
valued in the amount of $2,375 (computed at the public offering price adjusted
for a $50,000 purchase). All dividends and any capital gains distribution on
the escrowed shares will be credited to my account.
If the total minimum investment specified under the Letter is
completed within a thirteen month period, escrowed shares will be promptly
released to me. However, shares disposed of prior to completion of the
purchase requirement under the Letter will be deducted from the amount
required to complete the investment commitment.
Upon expiration of this Letter, the total purchases pursuant to the
Letter are less than the amount specified in the Letter as the intended
aggregate purchases, Calvert Distributors, Inc. ("CDI") will bill me for an
amount equal to the difference between the lower load I paid and the dollar
amount of sales charges which I would have paid if the total amount purchased
had been made at a single time. If not paid by the investor within 20 days,
CDI will debit the difference from my account. Full shares, if any, remaining
in escrow after the aforementioned adjustment will be released and, upon
request, remitted to me.
I irrevocably constitute and appoint CDI as my attorney-in-fact, with
full power of substitution, to surrender for redemption any or all escrowed
shares on the books of the Fund. This power of attorney is coupled with an
interest.
The commission allowed by CDI to the broker-dealer named herein shall
be at the rate applicable to the minimum amount of my specified intended
purchases.
The Letter may be revised upward by me at any time during the
thirteen-month period, and such a revision will be treated as a new Letter,
except that the thirteen-month period during which the purchase must be made
will remain unchanged and there will be no retroactive reduction of the sales
charges paid on prior purchases.
In determining the total amount of purchases made hereunder, shares
disposed of prior to termination of this Letter will be deducted. My
broker-dealer shall refer to this Letter of Intent in placing any future
purchase orders for me while this Letter is in effect.
Dealer Name of Investor(s)
By
Authorized Signer Address
Date Signature of Investor(s)
Date Signature of Investor(s)
<PAGE>
PART C. OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial statements - not applicable
(b) Exhibits:
1. Declaration of Trust (incorporated by reference to
Registrant's Initial Registration Statement,
November 30, 1981).
2. By-Laws (incorporated by reference to Registrant's
Pre-Effective Amendment No. 2, September 3,
1982).
4. Specimen Stock Certificate (incorporated by reference
to Registrant's Pre-Effective Amendment No.
12, December 21, 1987).
5. Form of Advisory Contract and Subadvisory Contract with respect
to Registrant's Managed Index Portfolio (herewith).
6. Underwriting and Dealer Agreements, (incorporated by
reference to Registrant's Post-Effective Amendment
No. 20, December 2, 1994).
7. Trustees' Deferred Compensation Agreement,
(incorporated by reference to Registrant's
Post-Effective Amendment No. 17, December 20,
1991).
8. Custodial Contract (incorporated by reference to
Registrant's Pre-Effective Amendment No. 2,
September 3, 1982).
9. Transfer Agency Contract (incorporated by reference to
Registrant's Post-Effective Amendment No. 11,
August 25, 1987).
9A Form of Administrative Services Agreement with respect
to Registrant's Managed Index Portfolio (herewith)
10. Opinion and Consent of Counsel as to Legality
of Shares Being Registered (herewith).
14. Retirement Plans (incorporated by reference to
Registrant's Post-Effective Amendment No. 5,
December 23, 1985, and Registrant's Post-Effective
Amendment No. 17, December 20, 1991).
15. Rule 12b-1 Distribution Plan, Fee Schedule with respect
to Managed Index Portfolio (herewith)
16. Schedule for Computation of Performance
Quotation (incorporated by reference to Registrant's
Post-Effective Amendment No. 13, December 20, 1988).
18. Multiple-class plan pursuant to Investment
Company Act of 1940 Rule 18f-3 (herewith)
Exhibits 3, 11, 12, 13, and 17 are omitted because they are
inapplicable.
Item 25. Persons Controlled By or Under Common Control With Registrant
Registrant is controlled by its Board of Trustees, which is a
common Board with five other registered investment companies, First
Variable Rate Fund, Calvert Tax-Free Reserves, Calvert Cash Reserves,
The Calvert Fund, and Calvert Municipal Fund, Inc. In addition, several
members of Registrant's Board of Trustees also serve on the Boards of
Acacia Capital Corporation and Calvert World Values Fund, Inc. Each
of the Registrant's Trustees, other than Mr. Nason, serves as a director
of Calvert Social Investment Foundation, Inc. (the "Foundation"), an
independent, non-profit educational foundation, organized as a Maryland
corporation. The Registrant's Trustees as a group may, under certain
circumstances, control both the Registrant and the Foundation.
Item 26. Number of Holders of Securities
As of December 15, 1997, there were 0 holders of record of
Registrant's Managed Index Portfolio.
Item 27. Indemnification
Registrant's Declaration of Trust, which Declaration is Exhibit
1 of this Registration Statement, provides, in summary, that officers,
trustees, employees, and agents shall be indemnified by Registrant
against liabilities and expenses incurred by such persons in connection
with actions, suits, or proceedings arising out of their offices or
duties of employment, except that no indemnification can be made to such
a person if he has been adjudged liable of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his duties. In the
absence of such an adjudication, the determination of eligibility for
indemnification shall be made by independent counsel in a written
opinion or by the vote of a majority of a quorum of trustees who are
neither "interested persons" of Registrant, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, nor parties to
the proceeding.
Registrant's Declaration of Trust also provides that Registrant
may purchase and maintain liability insurance on behalf of any officer,
trustee, employee or agent against any liabilities arising from such
status. In this regard, Registrant maintains a Directors & Officers
(Partners) Liability Insurance Policy with Chubb Group of Insurance
Companies, 15 Mountain View Road, Warren, New Jersey 07061, providing
Registrant with $5 million in directors and officers liability coverage,
plus $3 million in excess directors and officers liability coverage for
the independent trustees/directors only. Registrant also maintains an
$8 million Investment Company Blanket Bond issued by ICI Mutual
Insurance Company, P.O. Box 730, Burlington, Vermont, 05402.
Item 28. Business and Other Connections of Investment Adviser
Name of Company, Principal
Name Business and Address Capacity
Barbara J. Krumsiek Acacia Capital Corporation Officer
Calvert Municipal Fund, Inc. and
Calvert World Values Fund, Inc. Director
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income and
Calvert Tax-Free Reserves Trustee
Calvert Social Investment Fund
Calvert Cash Reserves
The Calvert Fund
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
----------------
Calvert Group, Ltd. Officer
Holding Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Distributors, Inc. Officer
Broker-Dealer and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Md. 20814
---------------
Calvert New World Fund, Inc. Director
Investment Company
4550 Montgomery Avenue
Bethesda, Md. 20814
--------------
Ronald M. Wolfsheimer First Variable Rate Fund Officer
for Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
--------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Distributors, Inc. Director
Broker-Dealer and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Md. 20814
---------------
David R. Rochat First Variable Rate Fund Officer
for Government Income and
Calvert Tax-Free Reserves Trustee
Calvert Cash Reserves
The Calvert Fund
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Municipal Fund, Inc. Officer
Investment Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Chelsea Securities, Inc. Officer
Securities Firm and
Post Office Box 93 Director
Chelsea, Vermont 05038
---------------
Grady, Berwald & Co. Officer
Holding Company and
43A South Finley Avenue Director
Basking Ridge, NJ 07920
---------------
Reno J. Martini Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
First Variable Rate Fund Officer
for Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert New World Fund, Inc. Director
Investment Company and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Director
Investment Advisor and
4550 Montgomery Avenue Officer
Bethesda, Md. 20814
---------------
Charles T. Nason Acacia Mutual Life Insurance Officer
Acacia National Life Insurance and Director
Insurance Companies
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Acacia Financial Corporation Officer
Holding Company and
7315 Wisconsin Avenue Director
Bethesda, Maryland 20814
---------------
Gardner Montgomery Company Director
Tax Return Preparation Services
7315 Wisconsin Avenue
Bethesda, Maryland 20814
----------------
Acacia Federal Savings Bank Director
Savings Bank
7600-B Leesburg Pike
Falls Church, Virginia 22043
---------------
Enterprise Resources, Inc. Director
Business Support Services
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Acacia Insurance Management Officer
Services Corporation and
Service Corporation Director
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Director
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Director
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Shareholder Services, Inc. Director
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Social Investment Fund Trustee
Investment Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
-----------------
The Advisors Group, Inc. Director
Broker-Dealer and
Investment Advisor
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Robert-John H. Acacia National Life Insurance Officer
Sands Insurance Company and
7315 Wisconsin Avenue Director
Bethesda, Maryland 20814
----------------
Acacia Mutual Life Insurance Officer
Insurance Company
7315 Wisconsin Avenue
Bethesda, Maryland 20814
----------------
Acacia Financial Corporation Officer
Holding Company and
7315 Wisconsin Avenue Director
Bethesda, Maryland 20814
----------------
Acacia Federal Savings Bank Officer
Savings Bank
7600-B Leesburg Pike
Falls Church, Virginia 22043
---------------
Enterprise Resources, Inc. Director
Business Support Services
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Acacia Realty Corporation Officer
Real Estate Investments
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Acacia Insurance Management Officer
Services Corporation and
Service Corporation Director
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Gardner Montgomery Company Officer
Tax Return and
Preparation Services Director
7315 Wisconsin Avenue
Bethesda, Maryland 20814
----------------
The Advisors Group, Inc. Director
Broker-Dealer and
Investment Advisor
7315 Wisconsin Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Director
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Director
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management, Co., Inc. Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Shareholder Services, Inc. Director
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
William M. Tartikoff Acacia National Life Insurance Officer
Insurance Company
7315 Wisconsin Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Officer
Services Company
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co. Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Director
Broker-Dealer and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Susan Walker Bender Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Katherine Stoner Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Lisa Crossley Newton Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Ivy Wafford Duke Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Daniel K. Hayes Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Acacia Capital Corporation
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
Steve Van Order Calvert Asset Management Officer
Company, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
Annette Krakovitz Calvert Asset Management Officer
Company, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
John Nichols Calvert Asset Management Officer
Company, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
David Leach Calvert Asset Management Officer
Company, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
Geoffrey Ashton Calvert Asset Management Officer
Company, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
------------------
Item 29. Principal Underwriters
(a) Registrant's principal underwriter also underwrites
shares of First Variable Rate Fund for Government Income, Calvert
Tax-Free Reserves, Calvert Cash Reserves, The Calvert Fund, Calvert
Municipal Fund, Inc., Calvert World Values Fund, Inc., Calvert New
World Fund, Inc., and Acacia Capital Corporation.
(b) Positions of Underwriter's Officers and Directors
Name and Principal Position(s) with Position(s) with
Business Address Underwriter Registrant
Barbara J. Krumsiek Director and President Senior Vice President
and Trustee
Ronald M. Wolfsheimer Director, Senior Vice Treasurer
President and Chief Financial Officer
William M. Tartikoff Director, Senior Vice Vice President and
President and Secretary Assistant Secretary
Karen Becker Vice President, Operations None
Steve Cohen Vice President None
Geoffrey Ashton Regional Vice President None
Susan Walker Bender Assistant Secretary Assistant Secretary
Katherine Stoner Assistant Secretary Assistant Secretary
Lisa Crossley Newton Assistant Secretary Assistant Secretary
and Compliance Officer
Ivy Wafford Duke Assistant Secretary Assistant Secretary
(c) Inapplicable.
Item 30. Location of Accounts and Records
Ronald M. Wolfsheimer, Treasurer
and
William M. Tartikoff, Assistant Secretary
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
Item 31. Management Services
Not Applicable
Item 32. Undertakings
a) Not Applicable
b) The Registrant undertakes to file a post-effective
amendment, using financial statements which need not
be certified, within four to six months from the effective
date of the Registrant's 1933 Act registration statement.
(c) The Registrant undertakes to furnish to each person to
whom a Prospectus is delivered, a copy of the
Registrant's latest Annual Report to Shareholders, upon
request and without charge.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Bethesda, and State of Maryland,
on the 17 day of December, 1997.
CALVERT SOCIAL INVESTMENT FUND
By: **
_________________________________
Barbara J. Krumsiek
Senior Vice President and Trustee
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities indicated.
Signature Title Date
__________**____________ President and
D. Wayne Silby Trustee (Principal Executive Officer)
__________**____________ Executive Vice
John G. Guffey, Jr. President and Trustee
__________**_____________ Senior Vice President
Barbara J. Krumsiek and Trustee
________________________ Principal Accounting
Ronald M. Wolfsheimer Officer
__________**____________ Trustee
Rebecca L. Adamson
__________**____________ Trustee
Richard L. Baird, Jr.
_____________________ Trustee
Joy V. Jones
__________**____________ Trustee
Terrence J. Mollner
__________**____________ Trustee
Sydney Amara Morris
__________**____________ Trustee
Charles T. Nason
**By:____________________________
Name: Susan Walker Bender
as Attorney-in-fact
Executed on December 17, 1997,
by Susan Walker Bender on behalf
of those indicated pursuant
to a Power of Attorney,
filed here with.
<PAGE>
EXHIBIT INDEX
Form N-1A
Item No.
Ex-99.1
24(b)(5) Investment Advisory Agreement and Fee Schedule
Ex-99.2
24(b)(5) Subadvisory Agreement with State Street Global Advisor
Ex-99.3
24(b)(9A) Calvert Administrative Services Agreement
Ex-23
24(b)(10) Opinion and Consent of Counsel
Ex-99.4
24(b)(15) Rule 12b-1 Distribution Plan for Class A and
24(b)(15)(a) Class A Fee Schedule for the Managed Index Portfolio
24(b)(15)(b) Rule 12b-1 Distribution Plan for Class B and Class C
Ex-99.5
24(b)(18) Rule 18f-3 Plan
Ex-24 Power of Attorney
Exhibit 10
December 16, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exhibit 10, Form N-1A
Calvert Social Investment Fund
2-75106 and 811-3334
Ladies and Gentlemen:
As counsel to Calvert Group, Ltd., it is my opinion that the
securities being registered by this Post-effective Amendment No. 24
will be legally issued, fully paid and non-assessable when sold. My
opinion is based on an examination of documents related to Calvert
Social Investment Fund (the "Trust"), including its Declaration of
Trust, its By-laws, other original or Photostat copies of Trust
records, certificates of public officials, documents, papers,
statutes, and authorities as deemed necessary to form the basis of
this opinion.
I, therefore consent to filing this opinion of counsel with
the Securities and Exchange Commission as an Exhibit to the Trust's
Post-Effective Amendment No. 24 to its Registration Statement.
Sincerely,
/s/ Susan Walker Bender
Susan Walker Bender
Associate General Counsel
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
D. Wayne Silby
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
John G. Guffey, Jr.
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Rebecca L. Adamson
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Richard L. Baird, Jr.
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Terrence J. Mollner
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Sydney Amara Morris
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Charles T. Nason
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Trustee/Director of Calvert Social
Investment Fund (the "Fund"), hereby constitute Ronald M.
Wolfsheimer, William M. Tartikoff, Susan Walker Bender, Katherine
Stoner, Lisa Crossley, and Ivy Wafford Duke my true and lawful
attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and
amendments filed by the Fund with any federal or state agency, and to
do all such things in my name and behalf necessary for registering
and maintaining registration or exemptions from registration of the
Fund with any government agency in any jurisdiction, domestic or
foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Barbara Krumsiek
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Officer of Calvert Social Investment Fund
(the "Fund"), hereby constitute William M. Tartikoff, Susan Walker
Bender, Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true
and lawful attorneys, with full power to each of them, to sign for me
and in my name in the appropriate capacities, all registration
statements and amendments filed by the Fund with any federal or state
agency, and to do all such things in my name and behalf necessary for
registering and maintaining registration or exemptions from
registration of the Fund with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such
things in my name and behalf to comply with the provisions of all
federal, state and foreign laws, regulations, and policy
pronouncements affecting the Fund, including, but not limited to, the
Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Company Act of 1940, the Investment Advisers Act of 1940,
and all state laws regulating the securities industry.
The same persons are further authorized to sign my name to
any document needed to maintain the lawful operation of the Fund in
connection with any transaction approved by the Board of
Trustee/Directors.
When any of the above-referenced attorneys signs my name to
any document in connection with maintaining the lawful operation of
the Fund, the signing is automatically ratified and confirmed by me
by virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
Date Signature
Ronald M. Wolfsheimer
Witness Name of Officer
INVESTMENT ADVISORY AGREEMENT
INVESTMENT ADVISORY AGREEMENT, made this _____ day of ___ 199__, by
and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware corporation
having its principal place of business in Bethesda, Maryland (the "Advisor"),
and CALVERT SOCIAL INVESTMENT FUND, a Massachusetts business trust created
pursuant to a Declaration of Trust filed with the Secretary of State of the
Commonwealth of Massachusetts (the "Trust").
WHEREAS, the Trust is registered as an open-end investment company
under the Investment Company Act of 1940, as amended (the "1940 Act"), for the
purpose of investing and reinvesting its assets in securities, as set forth in
its Declaration of Trust, its By-laws and its registration statements under
the 1940 Act and the Securities Act of 1933 as amended (the "1933 Act"), the
Trust has registered separate series of shares of beneficial interest for sale
to the public; and the Trust desires to avail itself of the services,
information, advice, assistance and facilities of an investment advisor and to
have an investment advisor perform for it various investment advisory and
research services, and other management services; and
WHEREAS, the Advisor is an investment advisor registered under the
Investment Advisers Act of 1940, as amended, and is engaged in the business of
rendering management and investment advisory services to investment companies
and desires to provide such services to the Trust;
NOW, THEREFORE in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Advisor. The Trust hereby employs the
Advisor to manage the investment and reinvestment of the assets of those
separate series of the Trust specified in one or more Schedules attached
hereto and made a part of this Agreement (each a "Fund"), subject to the
control and direction of the Trust's Board of Trustees, for the period and on
the terms hereinafter set forth. The Advisor hereby accepts such employment
and agrees during such period to render the services and to assume the
obligations herein set forth for the compensation herein provided. The
Advisor shall for all purposes herein be deemed to be an independent
contractor and shall, except as expressly provided or authorized (whether
herein or otherwise), have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
2. Obligations of and Services to be Provided by the Advisor.
The Advisor undertakes to provide the following services and to assume the
following obligations:
a. The Advisor shall manage the investment and
reinvestment of each Fund's assets, subject to and
in accordance with the investment objectives and
policies of the Fund as stated in the then current
prospectus and statement of additional information
for the Fund and any directions which the Trust's
Board of Trustees may issue from time to time. In
pursuance of the foregoing, the Advisor shall make
all determinations with respect to the investment of
each Fund's assets and the purchase and sale of
portfolio securities and shall take such steps as
may be necessary to implement the same. Such
determination and services shall also include
determining the manner in which voting rights,
rights to consent to corporate action, any other
rights pertaining to a Fund's portfolio securities
shall be exercised. The Advisor shall render
regular reports to the Trust's Board of Trustees
concerning each Fund's investment activities.
b. The Advisor shall, in the name of the Trust on
behalf of each Fund, place orders for the execution
of the Fund's portfolio transactions in accordance
with the policies with respect thereto set forth in
the Trust's registration statement under the 1940
Act and the 1933 Act, as applicable to the Fund as
such registration statement may be amended from time
to time. In connection with the placement of orders
for the execution of each Fund's portfolio
transactions, the Advisor shall create and maintain
all necessary brokerage records of the Fund in
accordance with all applicable laws, rules and
regulations, including but not limited to records
required by Section 31(a) of the 1940 Act. All
records shall be the property of the Trust and shall
be available for inspection and use by the
Securities and Exchange Commission (the "SEC"), the
Trust or any person retained by the Trust. Where
applicable, such records shall be maintained by the
Advisor for the periods and the places required by
Rule 31a-2 under the 1940 Act.
c. The Advisor shall bear its expenses of providing
services to the Trust and each Fund pursuant to this
Agreement except such expenses as are undertaken by
the Trust or the Fund. In addition, the Advisor
shall pay the salaries and fees of all Trustees,
executive officers and employees of the Trust who
are affiliated persons, as defined in Section
2(a)(3) of the 1940 Act, of the Advisor.
d. In providing the services and assuming the
obligations set forth herein, the Advisor may, at
its expense, employ one or more Sub-Advisors.
References herein to the Advisor shall include any
Sub-Advisor employed by the Advisor. Any agreement
between the Advisor and a Sub-Advisor shall be
subject to the Renewal, Termination and Amendment
provisions of paragraph 11 hereof.
3. Expenses of Each Fund. Each Fund shall pay all expenses
other than those expressly assumed by the Advisor. Expenses payable by the
Fund shall include, but are not limited to:
a. Fees to the Advisor as provided herein:
b. Legal and audit expenses;
c. Fees and expenses related to the registration and
qualification of the Fund and its shares for
distribution under federal and state securities
laws;
d. Expenses of the transfer agent, registrar,
custodian, dividend disbursing agent and
shareholder servicing agent;
e. Salaries, fees and expenses of Trustees and
executive officers of the Trust who are not
"affiliated persons" of the Advisor within the
meaning of the 1940 Act;
f. Taxes and corporate fees levied against the Fund;
g. Brokerage commissions and other expenses associated
with the purchase and sale of portfolio securities
for the Fund;
h. Expenses, including interest, of borrowing money;
i. Expenses incidental to meetings of the Fund's
shareholders and the Fund's allocable portion of
the expenses incidental to the maintenance of the
Trust's organizational existence;
j. Expenses of printing stock certificates
representing shares of the Fund and expenses of
preparing, printing and mailing notices, proxy
material, reports to regulatory bodies and reports
to shareholders of the Fund;
k. Expenses of preparing and typesetting of
prospectuses of the Fund;
l. Expenses of printing and distributing prospectuses
to shareholders of the Fund;
m. The Fund's allocable portion of association
membership dues of the Trust;
n. Insurance premiums for fidelity and other coverage;
and
o. Distribution Plan expenses, as permitted by Rule
12b-1 under the 1940 Act and as authorized by the
Trustees.
4. Compensation of Advisor
a. As compensation for the services rendered and
obligations assumed hereunder by the Advisor, the
Trust, on behalf of each Fund, shall pay to the
Advisor advisory fees as specified in one or more
Schedules attached hereto and made part of this
Agreement. Such fees shall be payable within ten
(10) days after the last day of each calendar
month. Upon termination of this Agreement before
the end of any calendar month, the fee for such
period shall be prorated in the manner set forth in
one or more attached Schedules. The Schedules may
be amended from time to time, provided that
amendments thereto are made in conformity with
applicable laws and regulations and the
Declaration of Trust and By-laws of the Trust. Any
amendment to a Schedule pertaining to any new or
existing Fund shall not be deemed to affect the
interest of any other Fund and shall not require
the approval of the shareholders of any other Fund.
b. The Advisor reserves the right (i) to waive all or
part of its fee and assume expenses of the Fund
and (ii) to make payments to brokers and dealers in
consideration of their promotional or
administrative services.
5. Activities of the Advisor. The services of the Advisor to
the Trust and each Fund hereunder are not to be deemed exclusive, and the
Advisor shall be free to render similar services to others. It is understood
that Trustees and officers of the Trust are or may become interested in the
Advisor as stockholders, officers, or otherwise , and that stockholders and
officers of the Advisor are or may become similarly interested in the Trust,
and that the Advisor may become interested in the Trust as shareholder or
otherwise.
6. Use of Names. The Trust or any Fund shall not use the name
of the Advisor in any prospectus, sales literature or other material relating
to the Trust in any manner not approved prior thereto by the Advisor;
provided, however, that the Advisor shall approve all uses of its name which
merely refer in accurate terms to its appointment hereunder or which are
required by the SEC or a State Securities Commission; and, provided, further,
that in no event shall such approval be unreasonably withheld. The Advisor
shall not use the name of the Trust or any Fund in any material relating to
the Advisor in any manner not approved prior thereto by the Trust; provided,
however, that the Trust shall approve all uses of its name which merely refer
in accurate terms to the appointment of the Advisor hereunder or which are
required by the SEC or a State Securities Commission; and, provide, further,
that in no event shall such approval be unreasonably withheld.
The Trustees of the Trust acknowledge that, in consideration of the
Advisor's assumption of certain expenses of formation of the Trust, the
Advisor has reserved for itself the rights to the name "Calvert Social
Investment Fund" (or any similar name) and that use by the Trust of such name
shall continue only with the continuing consent of the Advisor, which consent
may be withdrawn at any time, effective immediately, upon written notice
thereof to the Trust.
7. Liability of the Advisor. Absent willful misfeasance, bad
faith, gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Advisor, the Advisor shall not be subject to
liability to the Trust or to any shareholder of the Trust for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
8. Limitation of Trust's Liability. The Advisor acknowledges
that is has received notice of and accepts the limitations upon the Trust's
liability set forth in Article XI of its Declaration of Trust. The Advisor
agrees that the Trust's obligations hereunder in any case shall be limited to
the Trust and to its assets and that the Advisor shall not seek satisfaction
of any such obligation from the shareholders of the Trust nor from any
Trustees, officer, employee or agent of the Trust.
9. Force Majeure. The Advisor shall not be liable for delays
or errors occurring by reason of circumstances beyond its control, including
but not limited to acts of civil or military authority, national emergencies,
work stoppages, fire, flood, catastrophe, acts of God, insurrection, war,
riot, or failure of communication or power supply. In the event of equipment
breakdowns beyond its control, the Advisor shall take reasonable steps to
minimize service interruptions but shall have no liability with respect
thereto.
10. Renewal, Termination and Amendment. This Agreement shall
continue in effect with respect to each Fund, unless sooner terminated as
hereinafter provided for two years from the effective date as to that Fund,
and indefinitely thereafter if its continuance after such one year period
shall be specifically approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Fund or by vote of a
majority of the Trust's Board of Trustees; and further provided that such
continuance is also approved annually by the vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of the
Advisor, cast in person at a meeting called for the purpose of voting on such
approval. This Agreement may be terminated at any time with respect to a
Fund, without payment of any penalty, by the Trust's Board of Trustees or by
vote of the majority of the outstanding voting securities of the Fund upon 60
days' prior written notice to the Advisor and by the Advisor upon 60 days'
prior written notice to the Trust. This Agreement may be amended with respect
to a Fund at any time by the parties, subject to approval by the Trust's Board
of Trustees and, if required by applicable SEC rules and regulations, a vote
of a majority of the Fund's outstanding voting securities. This Agreement
shall terminate automatically in the event of its assignment. The terms
"assignment", "interested person", and "vote of a majority of the outstanding
voting securities" shall have the meaning set forth for such terms in the 1940
Act.
11. Severability. If any provision of this Agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
12. Miscellaneous. Each party agrees to perform such further
actions and execute such further documents as are necessary to effectuate the
purposes hereof. This Agreement shall be construed and enforced in accordance
with and governed by the laws of the State of Maryland. 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, the parties have duly executed this Agreement as
of the date first written above.
CALVERT SOCIAL INVESTMENT FUND
By:
CALVERT ASSET MANAGEMENT COMPANY, INC.
By:
<PAGE>
Schedule dated _____ to the
Investment Advisory Agreement
between
Calvert Asset Management Company, Inc.
and
Calvert Social Investment Fund
Managed Index Portfolio
1. Compensation. As compensation pursuant to Section 4 of the Investment
Advisory Agreement between Calvert Asset Management Company, Inc. ("Advisor")
and Calvert Social Investment Fund ("Trust") dated ________, 199___, with
respect to the above-referenced Portfolio of the Trust ("Fund"), the Advisor is
entitled to receive from the Fund an advisory fee ("Fee").
The annual Fee shall be computed daily and payable monthly, at an annual rate of
____% of the average daily net assets of the Fund.
2. Recapture of Waived Fees and Reimbursed Expenses.
a. The Advisor may, but is not required by this Agreement, to waive current
payment of its fees, or to reimburse expenses of the Fund. Any fees the current
payment of which is waived by the Advisor and any expenses paid on behalf of or
reimbursed to the Portfolio by the Advisor through February 29, 2000, may be
recaptured by the Advisor from the Portfolio during the two years beginning
March 1, 2000, and ending February 28, 2002. Such recapture shall only be made
to the extent that it does not result in the Portfolio's Class A aggregate
expenses exceeding on an annual basis 2.00% of Class A average daily net assets,
and 3.25% and 1.25%, respectively for Class C and Class I.
b. The Advisor may voluntarily make additional fee waivers or expense
reimbursements with respect to the Portfolio from March 1, 2002 through February
29, 2004, ("Additional Period"); provided, however, that (a) any fees the
current payment of which is waived by the Advisor and any expenses paid on
behalf of or reimbursed to the Portfolio by the Advisor during the Additional
Period may be recaptured by the Advisor from the Portfolio during the two years
beginning March 1, 2004 and ending February 28, 2006 and (b) such recapture
shall only be made to the extent that it does not result in the Portfolio's
Class A aggregate expenses exceeding on an annual basis 2.00% of Class A average
daily net assets, and 3.25% and 1.25%, respectively for Class C and Class I.
DRAFT 10/23/97
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, effective __________, 1997, by and
between Calvert Asset Management Company, Inc., a Delaware corporation
registered as an investment adviser under the Investment Advisers Act of 1940
(the "Adviser"), and State Street Bank and Trust Company. a Massachusetts
corporation (the "Subadviser").
WHEREAS, the Adviser is the investment adviser to The Calvert Fund,
an open-end, diversified management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser desires to retain the Subadviser to furnish it
with certain investment advisory services in connection with the Adviser's
investment advisory activities on behalf of The Calvert Fund and any series of
The Calvert Fund, for which Schedules are attached hereto (each such series
referred to individually as the "Fund"); and
WHEREAS that, subject to approval of the Fund's shareholders, it is
contemplated that the Calvert Strategic Growth Fund will be merged into the
Calvert New Vision Small Cap Fund;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is hereby agreed as follows:
1. Services to be Rendered by the Subadviser to the Fund.
(a) Investment Program. Subject to the control of The
Calvert Fund's Board of Trustees and the Adviser, the Subadviser at
its expense continuously will furnish to the Fund an investment
program for such portion, if any, of Fund assets designated by the
Adviser from time to time. With respect to such assets, the
Subadviser will make investment decisions, subject to Section 1(g) of
this Agreement, and will place all orders for the purchase and sale
of portfolio securities. The Subadviser is deemed to be an
independent contractor and, except as expressly provided or
authorized by this Agreement, has no authority to act for or represent
the Fund or the Adviser in any way or otherwise be deemed an agent of
the Fund or the Adviser. In the performance of its duties, the
Subadviser 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 and Subchapter M of the Internal Revenue Code of
1986, as amended, (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, policies
and restrictions of the Fund, and (vi) such other guidelines as the
Trustees or Adviser may establish. The Adviser is responsible for
providing the Subadviser with current copies of the materials
specified in Subsections (a)(iii), (iv), (v) and (vi) of this Section
1.
(b) Availability of Personnel.The Subadviser at its
expense will make available to the Trustees and Adviser at reasonable
times its portfolio managers and other appropriate personnel, either
in person or, at the mutual convenience of the Adviser and the
Subadviser, by telephone, in order to review the Fund's investment
policies and to consult with the Trustees and Adviser regarding the
Fund's investment affairs, including economic, statistical and
investment matters relevant to the Subadviser's duties hereunder, and
will provide periodic reports to the Adviser relating to the
investment strategies it employs.
(c) Expenses, Salaries and Facilities. The Subadviser
will pay all expenses incurred by it in connection with its
activities under this Agreement (other than the cost of securities
and other investments, including any brokerage commissions and all
taxes, including any interest and penalties with respect thereto)
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 Subadviser at its expense
will provide the Adviser with such compliance reports relating to its
duties under this Agreement as may be agreed on by such parties from
time to time.
(e) Valuation. The Subadviser 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 Subadviser has responsibility on a
daily basis (unless otherwise agreed on by the parties hereto) and at
such other times as the Adviser shall reasonably request.
(f) Executing Portfolio Transactions.
(i) Brokerage. In selecting brokers and dealers to
execute purchases and sales of investments for the
Fund, the Subadviser will use its best efforts to
obtain the most favorable price and execution
available in accordance with this paragraph. The
Subadviser agrees to provide the Adviser 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 Subadviser 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 Subadviser, the
Subadviser 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.
(ii) Aggregate Transactions. In executing
portfolio transactions for the Fund, the Subadviser
may, but will not be obligated to, aggregate the
securities to be sold or purchased with those of
its other clients where such aggregation is not
inconsistent with the policies of the Fund, to the
extent permitted by applicable laws and
regulations. If the Subadviser chooses to
aggregate sales or purchases, it will allocate the
securities as well as the expenses incurred in the
transaction in the manner it considers to be the
most equitable and consistent with its fiduciary
obligations to the Fund and its other clients
involved in the transaction..
(iii) Directed Brokerage. The Adviser may
direct the Subadviser to use a particular broker or
dealer for one or more trades if, in the sole
opinion of the Adviser, it is in the best interest
of the Fund to do so.
(iv) Brokerage Accounts. The Adviser
authorizes and empowers the Subadviser to direct
the Fund's custodian to open and maintain brokerage
accounts for securities and other property,
including financial and commodity futures and
commodities and options thereon (all such accounts
hereinafter called "brokerage accounts") for and in
the name of the Fund and to execute for the Fund as
its agent and attorney-in-fact standard customer
agreements with such broker or brokers as the
Subadviser shall select as provided above. The
Subadviser may, using such of the securitites and
other property in the Fund as the Subadviser deems
necessary or desirable, direct the Fund's custodian
to deposit for the Fund original and maintenance
brokerage and margin deposits and otherwise direct
payments of cash, cash equivalents and securities
and other property into such brokerage accounts and
to such brokers as the Subadviser deems desirable
or appropriate
(g) Social Screening. The Adviser is responsible for
screening those investments of the Fund subject to social screening
("Securities") to determine that the Securities investments meet the
Fund's social investment criteria, as may be amended from time to
time by the Trustees and for notifying the Subadviser of its
determination. The Subadviser will buy only those Securities
permitted by the Fund's investment program which the Adviser
determines pass the Fund's social screens and of which the Adviser
has notified the Subadviser. In the event that the Adviser notifies
the Subadviser that a security already in the Fund's portfolio no
longer passes the Fund's social screen, the Adviser shall instruct
the Subadviser whether the Subadviser should dispose of the security
immediately or at such time as the Subadviser believes would be least
detrimental to the Fund. To the extent instructed by the Adviser,
the Subadviser shall have no liability for the disposition of any
securities under this paragraph. With respect to this paragraph, the
form of notification shall be mutually agreed upon by the parties.
(h) Voting Proxies. The Subadviser agrees to take
appropriate action (which includes voting) on all proxies for the
Fund's portfolio investments in a timely manner in accordance with the
Adviser's Proxy Voting Guidelines, a copy of which has been provided
to the Subadviser.
(i) Furnishing Information for the Fund's Proxies and
Other Required Mailings. The Subadviser agrees to provide the
Adviser in a timely manner with all information necessary, including
information concerning the Subadviser's controlling persons, for
preparation of the Fund's proxy statements or other required
mailings, as may be needed from time to time.
2. Books and Records.
(a) In connection with the purchase and sale of the
Fund's portfolio securities, the Subadviser shall arrange for the
transmission to the Fund's custodian, and/or the Adviser on a daily
basis, of such confirmations, trade tickets or other documentation as
may be necessary to enable the Adviser to perform its accounting and
administrative responsibilities with respect to the management of the
Fund.
(b) Pursuant to Rule 31a-3 under the 1940 Act, Rule
204-2 under the Investment Advisers Act of 1940, and any other
applicable laws, rules or regulations regarding recordkeeping, the
Subadviser agrees that: (i) all records it maintains for the Fund
are the property of the Fund; (ii) it will surrender promptly to the
Fund or Adviser any such records upon the Fund's or Adviser's
request; (iii) it will maintain for the Fund the records that the
Fund is required to maintain under Rule 31a-1(b) or any other
applicable rule insofar as such records relate to the investment
affairs of the Fund for which the Subadviser has responsibility under
this Agreement; and (iv) it will preserve for the periods prescribed
by Rule 31a-2 under the 1940 Act the records it maintains for the
Fund.
(c) The Subadviser represents that it has adopted and
will maintain at all times a suitable Code of Ethics that covers its
activities with respect to its services to the Fund.
(d) The Subadviser shall supply to the Fund Board its
policies on "soft dollars," trade allocations and brokerage
allocation procedures. The Subadviser shall maintain appropriate
fidelity bond and errors and omission insurance policies.
3. 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
during the term of the Agreement, the Subadviser will not provide investment
advisory services ("Services") to any other investment company offered to the
public and registered under the 1940 Act which is "socially screened" except
to the extent that, as of October 1, 1997, the Subadviser has entered into a
written agreement(s) to provide such Services or to the extent mutually agreed
upon in writing between the parties.
4. Compensation. The Adviser will pay to the Subadviser as
compensation for the Subadviser'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
Adviser (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 Subadviser shall
serve for less than the whole of a month, the compensation as specified shall
be prorated based on the portion of the month for which services were
provided. The Schedules may be amended from time to time, in writing agreed to
by the Adviser and the Subadviser, 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 (as defined under the 1940 Act) or if the Investment
Advisory Agreement between the Adviser and the Fund shall terminate for any
reason. This Agreement constitutes the entire agreement between the parties,
and may not be amended except in a writing signed by both parties. This
Agreement shall not be materially amended unless, if required by Securities
and Exchange Commission 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 Calvert Fund who are not
interested persons of the Fund, the Adviser or the Subadviser.
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 Fund now existing or
hereafter created unless it has first been approved (a) by a vote of the
majority of those Trustees of The Calvert 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 Fund's outstanding voting securities. This Agreement shall
remain in full force and effect with respect to a Fund continuously thereafter
(unless terminated automatically as set forth in Section 5.) except as follows:
(a) The Calvert Fund may at any time terminate this
Agreement without penalty with respect to any or all Funds by
providing not less than 60 days written notice delivered or mailed by
registered mail, postage prepaid, to the Adviser and the Subadviser.
Such termination can be authorized by the affirmative vote of a
majority of the (i) Trustees of The Calvert Fund or (ii) outstanding
voting securities of the applicable Fund.
(b) This Agreement will terminate automatically with
respect to a fund unless, by January 1, 1999, and at least annually
thereafter, the continuance of the Agreement is specifically approved
by (i) the Trustees of The Calvert Fund or the shareholders of such
Fund by the affirmative vote of a majority of the outstanding shares
of such Fund, and (ii) a majority of the Trustees of The Calvert Fund
who are not interested persons of the Fund, Adviser or Subadviser, 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
Subadviser may continue to serve hereunder in a manner consistent
with the 1940 Act and the rules and regulations thereunder.
(c) The Adviser may at any time terminate this
Agreement with respect to any or all Funds by not less than 60 days
written notice delivered or mailed by registered mail, postage
prepaid, to the Subadviser, and the Subadviser may at any time
terminate this Agreement with respect to any or all Funds by not less
than 90 days written notice delivered or mailed by registered mail,
postage prepaid, to the Adviser, unless otherwise mutually agreed in
writing.
(d) The Adviser may terminate this Agreement with
respect to any or all Funds immediately by written notice if the
Confidentiality and Non-Use Agreement referred to in Section II of
this Agreement is, in the sole opinion of the Adviser violated.
Upon termination of this Agreement with respect to any Fund, the
duties of the Adviser delegated to the Subadviser under this Agreement with
respect to such Fund automatically shall revert to the Adviser.
7. Notification to the Adviser. The Subadviser promptly shall
notify the Adviser in writing of the occurrence of any of the following events:
(a) the Subadviser shall fail to qualify as a "bank" under
the Investment Advisers Act of 1940, as amended;
(b) the Subadviser 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,
directly involving the affairs of the Fund;
(c) a material violation of the Subadviser's Code of Ethics
is discovered and, again, when action has been taken to rectify such
violations; or
(d) any other event, including but not limited to, a change
in executive personnel or the addition or loss of major clients of
the Subadviser that might affect the ability of the Subadviser 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 Subadviser shall indemnify and hold
harmless the Adviser, the Fund and their respective trustees, directors,
officers and shareholders from any and all claims, losses, expenses,
obligations and liabilities (including reasonable attorneys fees) arising or
resulting from the Subadviser's willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties hereunder.
The Adviser shall indemnify and hold harmless the Subadviser, the
Fund and their respective Trustees, directors, officers, employees and agents
and shareholders from any and all claims, losses, expenses, obligations and
liabilities (including reasonable attorneys fees) arising or resulting from
the Adviser's willful misfeasance, bad faith, gross negligence or reckless
disregard of its duties hereunder or under its Investment Advisory Agreement
with the Fund.
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. Confidentiality. This Agreement is not binding on the
Adviser unless the Subadviser has signed and is subject to a confidentiality
and non-use agreement ("Non-Use Agreement") not materially different than the
one attached hereto as Exhibit 1. For a period of two (2) years from the date
of termination of this Agreement, the Subadviser shall not attempt to develop,
market or sell any product which uses or employs any Confidential Information,
as that term is defined in the Non-Use Agreement.
12. Miscellaneous. Notices of any kind to be given to a party
hereunder shall be in writing and shall be duly given if mailed, delivered or
communicated by answer back facsimile transmission to such party at the
address set forth below, attention President, or at such other address or to
such other person as a party may from time to time specify.
Subadviser agrees that for a period of two (2) years from the date of
termination of this Agreement, it shall not directly or indirectly, hire,
employ or engage, or attempt to hire, employ or engage any employee of the
Adviser or any affiliate thereof without the prior written permission of the
Adviser.
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.
Each party represents and warrants that it has all requisite
authority to enter into and carry out its responsibilities under this
Agreement.
IN WITNESS WHEREOF, each of the parties has caused this instrument to
be signed in duplicate on its behalf by its duly authorized representative,
all as of the day and year first written above.
Witness: Calvert Asset Management
Company, Inc.
4550 Montgomery Avenue,
Suite 1000N
Bethesda, Maryland 20814
By:_______________________
By:_______________________
Witness: State Street Bank and Trust Company
Two International Place
Boston, Massachusetts
02110
Attn.: Compliance
Officer.
By:________________________
By:________________________
<PAGE>
CONFIDENTIALITY AND NON-USE AGREEMENT
THIS AGREEMENT is entered into this ____ day of _____, 1997, by and
between Calvert Group, Ltd. a Delaware corporation (hereinafter "Calvert") and
State Street Bank and Trust, a Massachusetts corporation (hereinafter
"Recipient").
RECITALS:
WHEREAS, Calvert has developed certain confidential and proprietary
technology and materials relating to investment products;
WHEREAS, Recipient is interested in entering into a business
relationship with Calvert to develop and market such products; and
WHEREAS, Recipient is prepared to provide assurances to Calvert
regarding the protection of such proprietary information of Calvert.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and intending to be legally bound hereby, the
parties agree as follows:
ARTICLE 1. DEFINITIONS
As used in this Agreement, the following terms shall have the
meanings set forth below:
1.1 "Confidential Information" shall mean any
non-public information provided by Calvert relating to the securities that
Calvert considers to have passed its screens, the list of such securities, and
the screening process used by Calvert and its affiliates to determine
appropriate securities to be purchased by the Product, including, but not
limited to, the lists of securities comprising the Product, and written
materials relating to the foregoing, whether visually observed by Recipient or
otherwise disclosed by Calvert to Recipient.
1.2 "Products" shall mean Calvert's socially
responsible investment products, including mutual funds.
1.3 "Purpose" shall mean Recipient's activities under
the Investment Subadvisory Agreement between Calvert Asset Management Company,
Inc. and Recipient dated as of _______ (the "Advisory Agreement").
ARTICLE 2. CONFIDENTIALITY AND NON-USE
2.1 Recipient agrees that it shall only utilize the
Confidential Information for the Purpose and only until Calvert notifies
Recipient in writing to cease all use of the Confidential Information and
return the same to Calvert, which demands Recipient shall properly perform,
and Recipient shall not disclose any Confidential Information to any third
party.
2.2 The attendance at any discussion, meeting or
presentation of any Confidential Information to Recipient to its employees
shall be limited to those employees whose duties justify their need to be
present or to know such information and then only on the basis of a clear
understanding by such employees of their obligation to maintain the
confidentiality of such information and to restrict the use thereof solely for
the Purpose.
2.3 Recipient shall not, directly or indirectly, copy
or use any Confidential Information other than for the Purpose.
2.4 For a period of two (2) years from the date hereof,
Recipient shall not and shall not attempt to develop, market or sell any
product or use any information which performs functions the same as or similar
to the Product or the Confidential Information.
2.5 Recipient agrees that for a period of two (2) years
from the date hereof, it shall not directly or indirectly, hire, employ or
engage, or attempt to hire, employ or engage any employee, agent or consultant
or representative of Calvert without the prior written permission of Calvert.
2.6 Recipient agrees that all rights in and to the
Confidential Information, whether under patent, trademark, copyright or any
application therefor, trade secret, know-how, or other proprietary rights,
belong to Calvert and that no licenses relating to the foregoing or to the
Confidential Information are granted under this Agreement.
2.7 Recipient acknowledges that Confidential
Information supplied by Calvert in or reduced to written or other tangible
form is the property of Calvert and, upon written request, shall no longer be
used by Recipient, and be promptly returned to Calvert together with all
reproductions thereof, in any form, with Recipient may have in its possession
or under its control.
2.8 The obligations of Recipient under Section 2.1
above shall not apply to any information which:
2.8.1 is or becomes generally publicly available, as
evidenced by published material, through no action or failure to take action
by Recipient;
2.8.2 becomes available to Recipient from a third party
which received such information on an unrestricted basis; or
2.8.3 is already known to Recipient prior to receipt from
Calvert as can be shown by the written records of Recipient.
2.8.4 is required to be disclosed by law or legal
proceedings, subpoena, civil investigative demand or other similar
process, provided that Calvert is given timely notice of any such
request so that Calvert may seek relief or other appropriate remedy;
2.8.5 is required to be disclosed to the
Securities and Exchange Commission or any other regulatory body with authority
over the Products, including in a required filing; or
2.8.6 is disclosed with the consent of Calvert or one of
its affiliates.
2.9 Recipient shall not remove any proprietary notice
from any Confidential Information.
2.10 Recipient agrees that Calvert would be irreparably
harmed by a violation of this Agreement and that monetary damages for such
breach would not be readily calculable and that Calvert would not have an
adequate remedy at law therefor and Recipient acknowledges, consents and
agrees that (i) the U.S. District Court for the State of Maryland shall have
personal jurisdiction over Recipient to adjudicate any remedy available to
Calvert for such breach, and (ii) Calvert shall be entitled to equitable
relief, including injunctive relief and/or specific performance, in the event
of any actual, threatened or likely breach of this Agreement, in addition to
all other remedies available to Calvert at law or in equity.
ARTICLE 3. MISCELLANEOUS
3.1 Calvert hereby expressly disclaims any and all
warranties, express or implied, arising from or relating to the demonstration,
operation, use or implementation of the Confidential Information and under no
circumstances will Calvert be liable hereunder for damages, whether direct,
special, incidental, or consequential, including without limitation, lost
profits or loss resulting from business interruption, and whether in tort,
negligence, contract or otherwise. This in no way limits any liability
Calvert or its affiliates may have under the terms of the Advisory Agreement.
3.2 This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, assigns and
legal representatives; provided that, neither this Agreement nor any of
Recipient's rights, privileges, duties or obligations under this Agreement may
be assigned, sublicensed, sold, mortgaged, pledged or otherwise transferred or
encumbered by Recipient.
3.3 This Agreement and any claim arising hereunder or
relating hereto will be governed by and interpreted in accordance with the
laws and adjudicated in the State of Maryland without regard to the conflicts
of laws provisions thereof.
3.4 No waiver by Calvert of any breach of this
Agreement will constitute a waiver of any other breach of the same or other
provisions of the Agreement. No waiver by Calvert unless made in writing and
signed by both Calvert.
3.5 If any provision in this Agreement is invalid or
unenforceable in any circumstances, its application in any other circumstances
and the remaining provisions of this Agreement will not be affected thereby.
3.6 This Agreement constitutes the entire agreement and
understanding of the parties relating to the subject matter hereof and no
representative, condition, understanding or agreement of any kind, oral or
written, will be binding upon the parties unless expressly set forth herein.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Witness: Calvert Group, Ltd.
By:_______________________
By:______________________________
Witness: State Street Bank and
Trust Company
By:________________________
By:_______________________________
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, made this ______ day of
______ 199___, by and between CALVERT ADMINISTRATIVE SERVICES
COMPANY, a Delaware corporation having its principal place of
business in Bethesda, Maryland ("CASC"), and CALVERT SOCIAL
INVESTMENT FUND, a Massachusetts business trust (the "Fund").
The parties to this Agreement, intending to be legally
bound, agree with each other as follows:
1. Provision of Services. CASC hereby undertakes to
provide each portfolio of the Fund set forth on the attached Schedule
("Portfolio") with certain administrative services that will be
required in the conduct of business. Such services will include
maintaining the Fund's organizational existence, preparing the
Portfolio's prospectuses, preparing notices, proxy materials, reports
to regulatory bodies and reports to shareholder of the Portfolios,
determining the amount of periodic distributions per share, keeping
certain books and records, and such other incidental administrative
services as are necessary to the conduct of the Portfolio's affairs.
Additionally, CASC will provide oversight and compliance of
publications (such as newsletters, prospectuses, shareholder reports,
internet and website materials), shareholder complaints, governmental
inquiries, subpoenas, levies, judicial proceedings, review of sales
literature (in addition to the above-referenced publications),
federal and state registration requirements, draft writing (if
applicable) and check depositing procedures, Automatic Clearing House
procedures, shareholder service surveys and fraud oversight
procedures. The Fund hereby engages CASC to provide the Portfolio
with such services, or to cause such services to be provided to the
Fund by third parties.
2. Scope of Authority. CASC will be at all times, in the
performance of its functions under this Agreement, subject to any
direction and control of the Trustees of the Fund and of its
officers, and to the terms of the Fund's Declaration of Trust and
Bylaws and of the then current prospectus and statements of
additional information applicable to the Portfolios, except only that
it will have no obligation to provide to the Fund any services that
are clearly outside the scope of those contemplated in this
Agreement. In the performance of its duties hereunder, CASC will be
authorized to take such action not inconsistent with the express
provisions hereof as it deems advisable. It may contract with other
persons to provide to the Portfolio any of the services contemplated
herein under such terms as it deems reasonable and will have the
authority to direct the activities of such other persons in the
manner it deems appropriate.
3. Other Activities of CASC. CASC and any of its
affiliates will be free to engage in any other lawful activity,
including the rendering to others of services similar to those to be
rendered to the Portfolios hereunder; and CASC or any interested
person thereof will be free to invest in any Portfolio as
shareholder, to become an officer or Trustee of the Fund if properly
elected, or to enter into any other relationship with the Fund
approved by the Trustees and in accordance with law.
CASC agrees that it will not deal with the Fund in any
transaction in which CASC acts as a principal, except to the extent
as may be permitted by the terms of this Agreement.
4. Recordkeeping and Other Information. CASC will,
commencing on the effective date of this Agreement, create and
maintain all necessary administrative records of the Portfolio in
accordance with all applicable laws, rules and regulations, including
but not limited to records required by Section 31(a) of the
Investment Company Act of 1940, as amended (the "1940 Act"), and the
Rules thereunder, as amended from time to time. All records will be
the property of the Fund and will be available for inspection and use
by the Fund.
5. Audit, Inspection and Visitation. CASC will make
available during regular business hours all records and other data
created and maintained pursuant to this Agreement for reasonable
audit and inspection by the Securities and Exchange Commission (the
"SEC"), the Fund or any person retained by the Fund.
6. Compensation to CASC. CASC will be compensated by the
Portfolios on a monthly basis for the services performed under this
Agreement, the rate of compensation being set forth in Schedule A.
CASC will not be responsible for any costs or expenses of the
Portfolios other than those specifically assumed in Paragraph 1.
Expenses incurred by CASC will be reimbursed to CASC by the
Portfolio, as appropriate; such expenses may include expenses
incidental to meetings of shareholders, taxes and corporate fees
levied against the Fund or its Portfolios, expenses of printing stock
certificates representing shares of the Portfolios, expenses of
printing, mailing notices, proxy material, reports to regulatory
bodies and reports to shareholders of the Portfolio, expenses of
typesetting prospectuses and printing and mailing prospectuses to
shareholders, and data processing expenses incidental to maintenance
of books and records. Such charges will be payable in full upon
receipt of a billing invoice; in lieu of reimbursing CASC for
expenses incurred the Portfolio may, in its discretion, directly pay
any expenses.
7. Use of Names. The Fund will not use the name of CASC
in any prospectus, sales literature or other material relating to the
Fund or its Portfolios in any manner without prior approval by CASC;
provided, however, that CASC will approve all uses of its name that
merely refer in accurate terms to its appointment or that are
required by the SEC or a State Securities Commission; and provided,
further, that in no event will such approval be unreasonably
withheld. CASC will not use the name of the Fund or its Portfolios
in any material relating to CASC in any manner without prior approval
by the Fund; provided, however, that the Fund will approve all uses
of its name or the names of its Portfolios that merely refer in
accurate terms to the appointment of CASC or that are required by the
SEC or a State Securities Commission; and provided, further, that in
no event will the approval be unreasonably withheld.
8. Security. CASC represents and warrants that, to the
best of its knowledge, the various procedures and systems that CASC
proposes to implement with regard to safeguarding from loss or damage
attributable to fire, theft or any other cause (including provision
for twenty-four hour a day restricted access) the Fund's books and
records administered pursuant to this Agreement and CASC's records,
data, equipment, facilities and other property used in the
performance of its obligations under this Agreement are adequate and
that it will implement them in a manner and make such changes therein
from time to time as in its judgment are required for the secure
performance of its obligations under this Agreement.
9. Limitation of Liability. The Fund will indemnify and
hold CASC harmless against any losses, claims, damages, liabilities
or expenses (including reasonable counsel fees and expenses)
resulting from any claim, demand, action or suit brought by any
person (including a shareholder naming the Fund or any of its
Portfolios as a party) other than the Fund not resulting from CASC's
negligence, or caused by errors of judment or mistakes of law
committed by CASC in a good faith effort to carry out its duties
under this Agreement.
In no event will CASC be liable for indirect, special, or
consequential damages (even if CASC has been advised of the
possibility of such damages) arising from the obligations assumed
hereunder and the services provided for by this Agreement, including
but not limited to lost profits, loss of use of accounting systems,
cost of capital, cost of substitute facilities, programs or services,
downtime costs, or claims of the Fund's shareholders for such damage.
10. Limitation of Fund's Liability. CASC acknowledges that
it has received notice of and accepts the limitation upon the Fund's
liability. CASC agrees that the Fund's obligations in any case will
be limited to the Fund or its Portfolios and to the assets and that
CASC will not seek satisfaction of any such obligation from the
shareholders nor from any Director, officer, employee or agent of the
Fund.
11. Force Majeure. CASC will not be liable for delays or
errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority,
national emergencies, work stoppages, fire, flood catastrophe, acts
of God, insurrection, war, riot, or failure of communication or power
supply. In the event of equipment breakdowns beyond its control,
CASC will take reasonable steps to minimize service interruptions but
will have no liability with respect thereto.
12. Amendments. CASC and the Fund will regularly consult
with each other regarding CASC's performance of its obligations under
this Agreement. Any change in the Fund's registration statements
under the Securities Act of 1933, as amended, or the 1940 Act or in
the forms relating to any plan, program or service offered by the
current prospectuses of the Portfolios that would require a change in
CASC's obligations hereunder will be subject to CASC's approval,
which will not be unreasonably withheld.
13. Duration, Termination, etc. Neither this Agreement nor
any of its provisions may be changed, waived, discharged, or
terminated orally, but only by written instrument which will make
specific reference to this Agreement and which will be signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought. This Agreement will continue in effect until
two years from the date hereof, and thereafter as the parties may
mutually agree; provided, however, that this Agreement may be
terminated as to any or all Portfolios at any time by sixty days'
written notice given by CASC to the Fund or sixty days' written
notice given by the Fund to CASC; and provided further that this
Agreement may be terminated immediately at any time for cause either
by the Fund or CASC in the event that such cause remains unremedied
for no less than ninety days after receipt of written specification
of such cause. Any such termination will not affect the rights and
obligations of the parties under Paragraphs 9 and 10 hereof. In the
event that the Fund designates a successor to any of CASC's
obligations under this Agreement, CASC will, at the expense and
direction of the Fund, transfer to such successor all relevant books,
records and other data established or maintained by CASC.
14. Miscellaneous. Each party agrees to perform such
further acts and execute such further documents as are necessary to
effectuate the purposes of this Agreement. This Agreement will be
construed and enforced in accordance with and governed by the laws of
Maryland. 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, the parties have duly executed this
Agreement as of the day and year first above written.
CALVERT ADMINISTRATIVE SERVICES COMPANY
BY
CALVERT SOCIAL INVESTMENT FUND
BY
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT
CSIF MANAGED INDEX PORTFOLIO
SCHEDULE A
For services under this Administrative Services Agreement,
the Managed Index Portfolio of Calvert Social Investment Fund shall
pay to Calvert Administrative Services Company a fee, computed daily
and payable monthly at the annual rate set forth below based on the
average daily net assets of the respective class.
Class A _______
Class B _______
Class C _______
Class I ________
Calvert Social Investment Fund
Managed Index Portfolio
PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
Class A Distribution Plan expenses incurred by the Portfolio, pursuant to this
Plan may not exceed, on an annual basis, ____%, of the Portfolio's Class A
average daily net assets.
CALVERT GROUP FUNDS
CLASS B AND C SHARES
Plan of Distribution Pursuant to Rule 12b-1
under the Investment Company Act of 1940
This Plan applies to Class B and Class C and any future
classes (but not Class A) that may be created in any portfolio of the
funds that are set forth on Schedule A ("Funds"):
As permitted by Rule 12b-1 under the Investment Company Act
of 1940 and in accordance with the terms and conditions of this
Distribution Plan ("Plan"), as hereinafter set forth, the Funds may
incur certain expenditures to promote the respective Fund and further
the distribution of Fund shares.
1. Payment of Fee.
(a) As compensation for certain services performed and
expenses assumed by the Funds' distributor and principal underwriter,
Calvert Securities Corporation ("Distributor") the respective Fund
may pay the Distributor a distribution fee. The distribution fee is
intended to compensate the Distributor for its marketing efforts,
which include, but are not limited to the following Costs:
commissions and other payments advanced to sales personnel and third
parties and related interest costs as permitted by the rules of the
National Association of Securities Dealers, printing and mailing
prospectuses, sales literature and other relevant material to other
than current shareholders, advertising and public relations,
telemarketing, marketing-related overhead expense, and other
distribution costs. Such distribution fee is in addition to any NASD
service fee as described at Section 3(b) of the respective
Underwriting Agreement between the Fund and the Distributor, or any
front-end or deferred sales charges the Distributor receives from the
Fund with respect to sales or redemption of Fund shares. Total fees
paid pursuant to this Plan, including the distribution fee described
above, and the NASD service fee, shall not exceed the rate set forth
in the attached Schedule A to this Plan. All agreements with any
person relating to the implementation of this Plan shall be in
writing, and such agreements shall be subject to termination, without
penalty, pursuant to the provisions of paragraph 2(c) of this Plan.
(b) Nothing in this Plan shall operate or be construed
to limit the extent to which the Fund's Investment Advisor or any
other person, other than the Fund, at its expense apart from the
Plan, may incur costs and pay expenses associated with the
distribution of Fund shares.
2. Effective Date and Term.
(a) This Plan shall become effective upon approval by
majority votes of (i) the Board of Trustees/Directors of The Fund and
the Trustees/Directors who are not interested persons within the
meaning of Section 2(a)(19) of the Investment Company Act of 1940 and
have no direct or indirect financial interest in the operation of the
Plan or in any agreements related to the Plan ("Qualified
Trustees/Directors"), cast in person at a meeting called for the
purpose of voting on this Plan, and (ii) the outstanding voting
securities of the Fund.
(b) This Plan shall remain in effect for one year from
its adoption date and may continue in effect thereafter if this Plan
is approved at least annually by a majority vote of the
Trustees/Directors of the Fund, including a majority of the Qualified
Trustees/Directors, cast in person at a meeting called for the
purpose of voting on the Plan.
(c) (i) This Plan may be terminated at any time without payment
of any penalty by a majority vote of the Qualified Trustees/Directors or by
vote of a majority of the outstanding voting securities of the Fund, or, with
respect to the termination of this Plan as to a particular Class of a
Portfolio, by a vote of a majority of the outstanding voting securities of
that Class.
(ii) It is provided, however, that the Funds acknowledge
that the Distributor is relying on the continued payment of fees for Class B
shares to the extent its Costs as defined in Section 1(a) above have not been
recouped, and the Funds agree, that in the event the Plan is terminated with
respect to any Fund, that with respect to Class B shares sold prior to the
termination of the Plan, the Fund shall continue to pay the Distributor the
Class B distribution fee, to the extent the Distributor has Costs in excess of
the cumulative deferred sales charges the Distributor has received and
distribution fees previously paid under this Plan for such shares. This
Section 2(c)(ii) shall survive any termination of the Plan.
3. Reports.
The person authorized to direct the disposition of
monies paid or payable by the Fund pursuant to the Plan shall
provide, on at least a quarterly basis, a written report to the Fund
Board of Trustees/Directors of the amounts expended pursuant to this
Plan or any related agreements and the purposes for which such
expenditures were made.
4. Selection of Disinterested Trustees/Directors.
While this Plan is in effect, the selection and
nomination of those Trustees/Directors who are not interested persons
of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act of 1940 shall be committed to the discretion of the
Trustees/Directors then in office who are not interested persons of
the Fund.
5. Effect of Plan.
This Plan shall not obligate the Fund or any other
party to enter into an agreement with any particular person.
6. Amendment.
This Plan may not be amended to increase materially
the amount authorized in paragraph 1(a) hereof to be spent for
distribution without approval by a vote of the majority of the
outstanding shares of the Fund, except that if the amendment relates
only to a particular Class of a Portfolio, such approval need only be
by a vote of the majority of the outstanding shares of that Class.
All material amendments to this Plan must be approved by a majority
vote of the Board of Trustees/Directors of the Fund, and of the
Qualified Trustees/Directors, cast in person at a meeting called for
the purpose of voting thereon.
As approved by the Boards: November 1993
<PAGE>
SCHEDULE A
The total fees paid by the respective Class of each Portfolio of
a Fund pursuant to this Distribution Plan shall not exceed the rate, as a
percentage of that Class' average annual net assets, set forth below:
Fund/Portfolio
Class B Class C
The Calvert Fund
Calvert New Vision Small Cap Fund n/a 1.00%
Calvert Social Investment Fund
Managed Growth Portfolio n/a 1.00%
Equity Portfolio n/a 1.00%
Managed Index Portfolio _____ _____
Calvert World Values Fund
International Equity Fund n/a 1.00%
Capital Accumulation Fund n/a 1.00%
Restated Dec. 1997, subject to Board Approval
CALVERT SOCIAL INVESTMENT FUND
PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1
UNDER THE INVESTMENT COMPANY ACT OF 1940
Class A
As permitted by Rule 12b-1 under the Investment company Act of 1940
and in accordance with the terms and conditions of this Distribution
Plan ("Plan"), as hereinafter set forth, Calvert Social Investment
Fund ("Fund") may incur certain expenditures to promote the Fund and
further the distribution of shares of Fund.
1. Payment of Distribution Expenses. (a) The Fund may incur
expenditures for certain expenses associated with the distribution of
its shares. Such distribution expenses include, but need not be
limited to: the cost of printing and mailing prospectuses, sales
literature and other relevant material to other than current
shareholders of the Fund; advertising and public relations; and
payments to sales personnel, broker-dealers and other third parties
in return for distribution assistance. Payments for distribution
expenses incurred by the Fund pursuant to this Plan may be made
directly or indirectly; however, all agreements with any person
relating to the implementation of this Plan shall be in writing, and
such agreements shall be subject to termination, without penalty,
pursuant to the provisions of paragraph 2(c) of this Plan.
(b) Distribution expenses incurred by the Fund pursuant to
this Plan may not exceed, on an annual basis, 0.35% of the Managed
Growth, Equity and Bond Portfolios' average daily net assets and
0.25% of the Money Market Portfolio's average daily net assets.
(c) Nothing in this Plan shall operate or be construed to
limit the extent to which the Fund's investment Advisor or any other
person, other than the Fund, at its expense apart from this Plan, may
incur costs and pay expenses associated with the distribution of Fund
shares.
2. Effective Date and Term. (a) This Plan shall
become effective upon approval by majority votes of (i) the Board of
Trustees of the Fund and the Trustees who are not interested persons
within the meaning of Section 2(a) (19) of the Investment Company Act
of 1940 and have no direct or indirect financial o interest in the
operation of the Plan or in any agreements related to the Plan (such
trustees are hereinafter referred to as "Qualified Trustees"), cast
in person at a meeting called for the purpose of voting on this Plan,
and (ii) the outstanding voting securities of the Fund.
b) This Plan shall remain in effect for one year from
its adoption date and may continue in effect thereafter if this Plan
is approved at least annually by a majority vote of the trustees of
the Fund, including a majority of the Qualified Trustees, cast in
person at a meeting called for the purpose of voting on the Plan.
c). .This Plan may be terminated at any time by a
majority vote of the Qualified Trustees or by vote of a majority of
the outstanding voting securities of the Fund or, with respect to a
Portfolio, by a vote of a majority of the outstanding voting
securities of that Portfolio.
3. Reports. The person authorized to direct the
disposition of monies paid or payable by the Fund pursuant to 'he
Plan shall provide, on at least a quarterly basis, a written report
to The Fund's Board of Trustees of the amounts expended pursuant to
this Plan or any related agreement and the purposes for which such
expenditures were made.
4. Selection of Disinterested Trustees. While this Plan is
in effect, the selection and nomination ~f those trustees who are not
interested persons of the Fund within the meaning of Section 2(a)(19)
of the Investment Company Act of 1940 shall be committed to the
discretion of the trustees then in office who are not interested
persons of the Fund.
5. Effect of Plan. This Plan shall not obligate the Fund or
any other person to enter into an agreement with any particular
person.
6. Amendment. This Plan may not be amended to increase
materially the amount authorized in paragraph l(b) hereof to be spent
for distribution without approval by a vote of the majority of the
outstanding securities of the Fund or, with respect to a Portfolio,
by a vote of a majority of the outstanding voting securities of the
Portfolio. All material amendments to this Plan must be approved by
a majority vote of the Board of Trustees of the Fund, and of the
Qualified Trustees, cast in person at a meeting called for the
purpose of voting thereon.
As amended by Shareholders
on September 28, 1990
Rule 18f-3 Multiple Class Plan
Calvert Social Investment Fund
Rule 18f-3 under the Investment Company Act of 1940, as
amended (the "1940 Act"), requires that an investment company
desiring to offer multiple classes of shares pursuant to the Rule
adopt a plan setting forth the differences among the classes with
respect to shareholder services, distribution arrangements, expense
allocations and any related conversion features or exchange
privileges. Any material amendment to the plan must be approved by
the investment company's Board of Trustees, including a majority of
the disinterested Board members, who must find that the plan is in
the best interests of each class individually and the investment
company as a whole.
1. Class Designation. Fund shares shall be designated
Class A, Class B, Class C or Class I.
2. Differences in Availability. Class A shares, Class
B, and Class C shares shall both be available through the same
distribution channels, except that 1) Class B shares may not be
available through some dealers and are not available for purchases of
$250,000 or more, and 2) Class C shares may not be available through
some dealers, and are not available for purchases of $1 million or
more. Class I shares are generally available only directly from
Calvert and not through dealers, and must maintain a $1 million
minimum account balance.
3. Differences in Services. The services offered to
shareholders of each Class shall be substantially the same, except
that Rights of Accumulation, Letter of Intent and Reinvestment
Privilege shall be available only to holders of Class A shares. Class
I purchases and redemptions may only be made by bankwire.
4. Differences in Distribution Arrangements. Class A
shares shall be offered with a front-end sales charge, as such term
is defined in Article III, Section 26(b), of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. The
amount of the sales charge on Class A shares is set forth at Exhibit
I. Class A shares shall be subject to a Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. The amount of the
Distribution Plan expenses for Class A shares, as set forth at
Exhibit I, are used to pay the Fund's Distributor for distributing
the Fund's Class A shares. This amount includes a service fee at the
annual rate of .25 of 1% of the value of the average daily net assets
of Class A.
Class B shares shall be offered with a contingent deferred sales
charge and no front-end sales charge. The amount of the contingent
deferred sales charge on Class B shares is set forth at Exhibit I.
Class B shares shall be subject to a Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act. The amount of the
Distribution Plan expenses for Class B shares, as set forth at
Exhibit I, are used to pay the Fund's Distributor for distributing
the Fund's Class B shares. This amount includes a service fee at the
annual rate of .25 of 1% of the value of the average daily net assets
of Class B.
Class C shares shall be subject to neither a front-end sales
charge, nor a contingent deferred sales charge (CDSC). Class C
shares shall be subject to a Distribution Plan adopted pursuant to
Rule 12b-1 under the 1940 Act. The amount of the Distribution Plan
expenses for Class C shares are set forth at Exhibit I. The Class C
Distribution Plan pays the Fund's Distributor for distributing the
Funds Class C shares. This amount includes a service fee at the
annual rate of .25 of 1% of the value of the average daily net assets
of Class C.
Class I shares shall be subject to neither a front-end sales
charge, nor a contingent deferred sales charge (CDSC), nor are they
subject to a Distribution Plan adopted pursuant to Rule 12b-1 under
the 1940 Act.
5. Expense Allocation. The following expenses shall
be allocated, to the extent practicable, on a Class-by-Class basis:
(a) Distribution Plan fees; (b) transfer agent fees; (c)
administrative service fees; (d) printing and postage expenses
payable by the Fund relating to preparing and distributing materials,
such as proxies, reports and prospectuses to current shareholders of
a specific Class; (e) class specific state notification fees; (f)
class specific litigation or other legal expenses; (g) certain class
specific reimbursement from the Advisor; and (h) certain class
specific contract services (e.g., proxy solicitation).
6. Conversion Features. Class B shares shall be
subject to automatic conversion feature into Class A shares after
they have been held for ____ years. Class A, Class C and Class I are
not subject to automatic conversion.
7. Exchange Privileges. Class A shares shall be
exchangeable only for (a) Class A shares of other funds managed or
administered by Calvert Group; (b) shares of funds managed or
administered by Calvert Group which do not have separate share
classes; and (c) shares of certain other funds specified from time to
time.
Class B shares shall be exchangeable only for (a) Class B
shares of other funds managed or administered by Calvert Group; (b)
Class A shares of other funds managed or administered by Calvert
Group, if the front-end load on the Class A shares is paid at the
time of the exchange; and (c) shares of certain other funds specified
from time to time.
Class C shares shall be exchangeable only for (a) Class C
shares of other funds managed or administered by Calvert Group; (b)
Class A shares of other funds managed or administered by Calvert
Group, if the front-end load on the Class A shares is paid at the
time of the exchange; and (c) shares of certain other funds specified
from time to time.
Class I shares shall be exchangeable only for (a) Class I
shares of other funds managed or administered by Calvert Group; (b)
Class A shares of other funds managed or administered by Calvert
Group, if the front-end load on the Class A shares is paid at the
time of the exchange; and (c) shares of certain other funds specified
from time to time.
Dated:
<PAGE>
EXHIBIT I
Calvert Social Investment Fund (CSIF)
Maximum Class A Maximum Class A Maximum Class C
Front-End Sales 12b-1 Fee 12b-1 fee
Charge
CSIF Managed Growth 4.75% 0.35% 1.00%
CSIF Equity 4.75% 0.35% 1.00%
CSIF Managed Index ________ ______ ________
Class B (Managed Index only) Maximum Class B
Contingent Deferred Sales Charge 12b-1 Fee
Shares held less than one year after purchase ______ ________
More than one year but less than two ______
More than two years but less than three ______
More than three years but less than four ______
More than four years but less than five ______
More than five years but less than six ______
Revised Dec. 1997
Lgl Share/Agreements/18F-3 Multiple class with Instit.
