September 19, 1997
Public Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Information Statement for The Calvert Fund, New Vision Small Cap Fund,
SEC File Nos. 811-3416 and 2-76510
Dear Sir or Madam:
The above Registrant filed today electronically on EDGAR an
Information Statement on Schedule 14C for The Calvert Fund, New
Vision Small Cap Fund (the "Fund") pursuant to Rule 14(c) of the
Securities and Exchange Act of 1934.
The purpose of the Information Statement is to disclose to
shareholders of the Fund a change in the Sub-advisor for the Fund and
implementation of a new Investment Subadvisory Agreement, both
actions taken pursuant to the Exemptive Order granted December 17,
1996 (Exchange Act Release No. 22403).
Please feel free to contact me at (301) 951-4858 with any questions
or comments.
Very truly yours,
Ivy Wafford Duke
Assistant Counsel
cc: Mr. Rene Romaine
<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Information Statement
The Calvert Fund
(Name of Registrant as Specified in Its Charter)
Calvert New Vision Small Cap Fund
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a) (2) and identify the filing for which the
offsetting fee was paid previously. Identify previous filing by
registration statement number, or the Form or Schedule and the date
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
The Calvert Fund
New Vision Small Cap Fund
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
INFORMATION STATEMENT
REGARDING THE SELECTION OF A NEW INVESTMENT SUB-ADVISOR
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
This Information Statement is being supplied to all shareholders of
the Calvert New Vision Small Cap Fund (the "Fund"). Since inception,
the Fund has been allowed to act under an exemptive order granted by
the Securities and Exchange Commission whereby the Fund and Calvert
Asset Management Company, Inc., (the "Advisor" or "CAMCO") may enter
into and materially amend the Fund's Investment Subadvisory Agreement
without shareholder approval.
The rationale for this grant of authority is that the Advisor's
constant supervision of the subadvisor permits the proportion of
shareholders' assets subject to particular subadvisor styles to be
reallocated (or a new subadvisor introduced) in response to changing
market conditions or subadvisor performance, in an attempt to improve
the Fund's overall performance. In essence, the exemptive order
permits the Advisor to select the subadvisor best suited to achieve
the Fund's investment objective.
Obtaining shareholder approval of a subadvisor and investment
subadvisory agreement can impose costs on the Fund without advancing
shareholder interests. Shareholders' interests are adequately
protected by their voting rights with respect to the investment
advisory agreement and the responsibilities assumed by the Advisor
and the Fund's Board of Trustees. Further, it has become increasingly
difficult to obtain shareholder quorums for shareholder meetings.
Without authority to make such decisions, the Fund could be left with
an ineffective subadvisor while awaiting shareholder approval.
Lastly, requiring shareholder approval of a new subadvisor and
amendments to the Investment Subadvisory Agreement would prevent the
Fund from promptly and timely employing the subadvisor best suited to
the needs of the Fund.
Accordingly, pursuant to this exemptive order, as discussed above and
in the Prospectus and Statement of Additional Information for the
Fund both dated July 31, 1997, and following the selection of the new
sub-advisor, the Fund is providing information about a new subadvisor
and of the implementation of a new Investment Subadvisory Agreement.
This Information Statement is expected to be mailed to shareholders
of record on or about October 6, 1997.
Shareholders of the Fund of record at the close of business on
September 15, 1997 (""record date"") are entitled to receive this
Information Statement.
<PAGE>
As of September 30, 1997, the following shareholders owned of record
5% of the Class A shares of the Fund:
Name and Address % of Ownership
Calvert Distributors, Inc. %
4550 Montgomery Ave., Ste. 1000N
Bethesda, MD 20814
Portfolio Advisory Services, Inc. %
Attn: John Ku
725 S. Figueroa St., Ste. 2328
Los Angeles, CA 90017-5425
Norwin Wong %
c/o Portfolio Advisor Services, Inc.
725 S. Figueroa St., Ste. 2328
Los Angeles, CA 90017-5425
As of September 30, 1997, the following shareholders owned of record
5% or more of the Class C shares of the Fund:
Name and Address % of Ownership
Calvert Distributors, Inc. %
4550 Montgomery, Ave., Ste. 1000N
Bethesda, MD 20814-3343
Portfolio Advisory Services, Inc. %
Attn: John Ku
725 S. Figueroa St., Ste. 2328
Los Angeles, CA 90017-5425
Norwin Wong %
c/o Portfolio Advisor Services, Inc.
725 S. Figueroa St., Ste. 2328
Los Angeles, CA 90017-5425
Background. CAMCO serves as investment advisor to the Fund and to
several other registered investment companies in the Calvert Group
Family of Funds. "Calvert Distributors, Inc. ("CDI") serves as the
principal underwriter to the Fund. Calvert Administrative Services
Company ("CASC") has been retained by the Fund to provide certain
administrative services necessary to the conduct of its affairs.
CAMCO, CDI and CASC are located at 4550 Montgomery Avenue, Suite
1000N, Bethesda, Maryland, 20814, and are indirectly wholly-owned
subsidiaries of Acacia Mutual Life Insurance Company.
CAMCO "has traditionally contracted out subadvisory services for the
Fund. From the Fund's inception through September 30, 1997, the
Fund's subadvisor was Portfolio Advisory Services, Inc. ("PASI"), a
California corporation. Its principal business office is 725 South
Figueroa Street, Suite 2328, Los Angeles, California, 90017.
The agreement with PASI as it related to the Fund is dated as of
January 1997. Under that agreement, PASI received a fee from the
Advisor based on a percentage of the Fund's average daily net assets.
Since the inception of the Fund through September 15, 1997,
[$ ] in fees have been paid to PASI.
At a meeting of the Board of Trustees held on September 9, 1997,
acting pursuant to the exemptive order discussed above, the Board
terminated PASI as the subadvisor to the Fund effective October 1,
1997. In this connection, the Board determined that shareholders may
benefit from the services of a different investment subadvisor whose
management style might better achieve the Fund's objective of capital
appreciation. After careful consideration by the Advisor of the many
candidates, the Advisor recommended, and the Board selected, Awad &
Associates ("AWAD") as the new subadvisor for the Fund. In order to
make its decision, the Board received and subsequently evaluated
information about AWAD. This information included details about the
firm in general and copies of regulatory disclosure materials filed
with the Securities and Exchange Commission. The Advisor met with
AWAD, and AWAD made a presentation to the Board and responded to
members' questions at the Board meeting.
Investment Subadvisor. Effective October 1, 1997, Awad & Associates
is the subadvisor for the Fund. AWAD is a joint venture between James
D. Awad and Raymond James Financial, Inc., a New York Stock Exchange
investment firm. AWAD was established in 1992 and is located at 477
Madison Avenue, New York, New York 10022. AWAD had [$ ]
million in assets under management as of September 30, 1997. The
firm's portfolio managers adhere to a bottom-up, earnings-driven
discipline with emphasis on internal fundamental research.
AWAD is a division of Raymond James & Associates, Inc., a
full-service brokerage and New York Stock Exchange member, whose main
offices are located at The Raymond James Financial Center, 880
Carillon Parkway, St. Petersburg, Florida 33716. AWAD is a subsidiary
of Raymond James Financial, Inc., a diversified financial services
holding company whose subsidiaries engage primarily in securities
brokerage, investment banking, asset management, banking and trust
services. Raymond James Financial's corporate headquarters are
located at The Raymond James Financial Center, 880 Carillon Parkway,
St. Petersburg, Florida 33716.
AWAD currently provides investment advisory services to two other
mutual funds with investment objectives similar to the Fund:
Mutual Fund Assets Under Management Annual Management Fees
Heritage Small Cap Stock Fund $121.6 million 50% of net assets
The Timothy Plan $18 million 45% of net assets
[With respect to these other mutual funds, AWAD has not waived,
reduced, or otherwise agreed to reduce its compensation under the
applicable investment management contracts.]
The Strategic Growth Fund will be managed by a team of investment
professionals. The senior investment officer is James D. Awad. Mr.
Awad has been in the investment business since 1965, focusing on
research and portfolio management. Prior to forming AWAD, he was
President of BMI Capital, a money management firm he founded. In
addition, he has managed assets at Neuberger & Berman, Channing
Management and First Investment Corp. Mr. Awad earned his Master of
Business Administration degree from Harvard Business School and his
Bachelor of Science degree from Washington & Lee University.
Dennison T. Veru is President of AWAD. Mr. Veru joined AWAD in 1992
coming from Smith Barney Harris Upham where he was Senior Vice
President of the firm's Whiffletree Capital Management division
specializing in small and medium capitalization stocks. From 1988
through 1990, he was a Vice President of Broad Street Investment
Management. Prior to that, he was an Assistant Vice President at
Drexel Burham Lambert. Mr. Veru is a graduate of Franklin and
Marshall College.
AWAD specializes in small capitalization stocks, focusing on growth
at a value price, bottom-up approach to stock selection. The firm's
main investment objective in asset management is to protect the
investor's capital, generate capital appreciation substantially in
excess of inflation and reduced-risk returns and provide returns in
excess of applicable stock and bond indices. All portfolio
investments are regularly scrutinized to provide a substantial
risk/return benefit and to ensure that portfolios are properly
positioned relative to the client's investment objectives.
AWAD's investment strategy is to: (1) "invest in quality" companies
with steady earnings and cash flow growth, dominant market position
or strong niche franchise and a good (or improving) balance sheet,
excess cash flow generation from operations, strong dividend
histories (where appropriate), high management stock ownership and
ability to grow in a stagnant economic environment and thrive as the
economy improves; (2) "buy with discipline" those companies with
low absolute and comparative price-to-earnings ratios, low
price-to-book value and low price relative to the company's
industrial value as the same may be viewed by a strategic acquirer;
(3) "sell with discipline" those companies whose price-to-earnings
ratio has risen to a premium, corporate fundamentals change or stock
prices rise above the target price. Further, AWAD seeks portfolio
construction in four conceptual areas: core growth holdings,
restructured companies demonstrating renewed growth, emerging
companies and strategic acquisition candidates in consolidating
industries.
AWAD utilizes the expertise of an investment advisory board which
meets regularly to review results and corporate and investment
strategy. Members are James D. Awad, Dennison T. Veru, Thomas A.
James, Chairman, Raymond James Financial, Inc. and Thomas Barry,
President and Chief Executive Officer, Zephyr Management, Inc. and
past President, Rockefellar & Co.
AWAD's Principal Executive Officers.
Name and Title Name of Company and Principal Occupation
with AWAD Principal Business Address
James D. Awad Awad & Associates Chairman and Chief
477 Madison Avenue
Investment Officer
New York, New York 10022
Dennison T. Veru Awad & Associates President
477 Madison Avenue
New York, New York 10022
John P. Middleton Awad & Associates Vice President
477 Madison Avenue
New York, New York 10022
Paul Kleinberg Awad & Associates Portfolio Manager
477 Madison Avenue
New York, New York 10022
Nicholas R. Pontikes Awad & Associates Equity Research Analyst
477 Madison Avenue
New York, New York 10022
Investment Subadvisory Agreement. The Investment Subadvisory
Agreement (the "Subadvisory Agreement") between the Advisor and
AWAD, contains substantially the same terms as governed the Advisor's
previous arrangement with PASI, except with respect to the fee
structure. As with the arrangement between the Advisor and PASI,
AWAD's fee for subadvisory services will be paid by the Advisor. Under
the Subadvisory Agreement, AWAD receives a fee, payable monthly of
0.40% of the average daily net assets whereas, under the previous
arrangement, PASI received 0.47% of average daily net assets.
Annual Reports. The audited Annual Report to Shareholders of the Fund
is incorporated by reference into this Information Statement. Copies
of the Annual Report and the most recent semi-annual report
succeeding the annual report may be obtained without charge by
writing to the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda,
Maryland 20814 or by calling (800) 368-2745.
