PROSPECTUS --
January 31, 1997
Calvert Cash Reserves
Institutional Prime Fund
4550 Montgomery Avenue
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Bethesda, Maryland 20814
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INVESTMENT OBJECTIVE AND POLICIES
CALVERT CASH RESERVES Institutional Prime Fund(the "Fund") is a money market
fund which seeks to obtain the highest level of current income, consistent
with safety, preservation of capital and liquidity, that is available through
investments in specified money market instruments. The Fund's assets are
invested in certificates of deposit of major banks, prime commercial paper and
high-grade short-term corporate obligations, and short-term U.S. Government
and agency securities. The investments mature in 13 months or less, with an
average weighted maturity of 90 days or less. The Fund seeks to maintain a
constant net asset value of $1.00 per share for the Fund. It is an operating
policy of the Fund that it will not invest in A-2/P-2 commercial paper. An
investment in the Fund is neither insured nor guaranteed by the U.S.
Government. There can be no assurance that the Fund will be successful in
maintaining a constant net asset value of $1.00 per share.
TO OPEN AN ACCOUNT
Complete and return the enclosed Account Application. Minimum initial
investment is $1,000,000.
ABOUT THIS PROSPECTUS
Please read this Prospectus before investing. It is designed to provide you
with information you ought to know before investing and to help you decide if
the Fund's goals match your own. Keep this document for future reference.
A Statement of Additional Information (dated January 31, 1997) for the Fund
has been filed with the Securities and Exchange Commission and is incorporated
by reference. This free Statement is available upon request from the Fund:
800-317-2274.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE FEDERAL OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY INSURED BY THE FDIC, THE FEDERAL
RESERVE BOARD, OR ANY OTHER AGENCY.
FUND EXPENSES
A. Shareholder Transaction Expenses Institutional Prime
FundPrime Portfolio
Sales Load on Purchases None
Sales Load on Reinvested Dividends None
Deferred Sales Load None
Redemption Fees None
Exchange Fee None
B. Annual Fund Operating Expenses (as a
percentage of average net assets)
Management Fees 0.30%
Rule 12b-1 Fees None
Other Expenses 0.06%
Total Fund Operating Expenses 0.36%
C. Example: You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return; and (2) redemption at the end of each period:
1 Year 3 Years 5 Years 10 Years
$415 $12 $20 $46
The example, which is hypothetical, should not be considered a representation
of past or future expenses. Actual expenses 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 that an investor in the Fund may
bear directly (shareholder transaction costs) or indirectly (annual fund
operating expenses).
A. Shareholder Transaction Expenses are charges you pay when you buy or
sell shares of the Fund. If you request a wire redemption of less than
$50,000, you may be charged a $5 wire fee.
B. Annual Fund Operating Expenses have been restated to reflect expenses
anticipated in the current fiscal year. Management Fees are paid by the Fund to
Calvert Asset Management Company, Inc. ("Advisor") for managing its investments
and business affairs. Management fees include the administrative service fee
paid to Calvert Administrative Services Company. The Fund incurs Other Expenses
for maintaining shareholder records, furnishing shareholder statements and
reports, and other services. Management Fees and Other Expenses have already
been reflected in the Fund's yield and are not charged directly to individual
shareholder accounts. Please refer to the section "Management of the Fund" for
further information.
FINANCIAL HIGHLIGHTS
The following table provides information about the Fund's financial history.
It expresses the information in terms of a single share outstanding throughout
each period. The table has been audited by those independent accountants whose
reports are included in the respective Annual Reports to Shareholders. The
table should be read in conjunction with the financial statements and their
related notes. The current Annual Report to Shareholders is incorporated by
reference into the Statement of Additional Information.
<TABLE>
<CAPTION>
Year Ended September 30, 1996 1995
<S> <C> <C>
Net asset value, beginning of year $1.00 $1.00
Income from investment operations
Net investment income .040 .045
Distributions from
Net investment income (.040) (.045)
Net asset value, end of year $1.00 $1.00
Total return<F1> 3.99% 4.55%
Ratio to average net assets
Net investment income 4.80% 4.53%
Total expenses<F2> 0.73% 1.41%
Net expenses 0.69% 1.39%
Expenses reimbursed and/or waived 0.47% --
<FN>
<F1>Total return prior to 1989 is not audited.
<F2> Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
</FN>
</TABLE>
Net assets, end of year (in thousands) $131,218 $26,775
Number of shares outstanding at
end of year (in thousands) 131,217 26,821
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30, 1994 1993
Net asset value, beginning of year $1.00 $1.00
<S> <C> <C>
Income from investment operations
Net investment income .028 .025
Distributions from
Net investment income (.028) (.025)
Net asset value, end of year $1.00 $1.00
Total retur<F3> 2.78% 2.59%
Ratio to average net assets
Net investment income 2.75% 2.48%
Total expenses<F4> -- --
Net expenses 1.23% .92%
Expenses reimbursed and/or waived -- --
Net assets, end of year (in thousands) $99,973 $102,325
Number of shares outstanding at
end of year (in thousands) 100,024 102,370
<FN>
<F3>Total return prior to 1989 is not audited.
<F4> Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year Ended September 30, 1992 1991
<S> <C> <C>
Net asset value, beginning of year $1.00 $1.00
Income from investment operations
Net investment income .037 .061
Distributions from
Net investment income (.037) (.061)
Net asset value, end of year $1.00 $1.00
Total return<F1> 3.72% 6.27%
Ratio to average net assets
Net investment income 3.69% 6.09%
Total expenses<F2> ---- ----
Net expenses .87% .93%
Expenses reimbursed and/or waived -- --
Net assets, end of year (in thousands) $106,851 $119,316
Number of shares outstanding at
end of year (in thousands) 106,897 119,362
<FN>
<F1>Total return prior to 1989 is not audited.
<F2> Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses
</FN>
</TABLE>
<PAGE>
Year Ended September 30, 1990 1989
Net asset value, beginning of year $1.00 $1.00
Income from investment operations
Net investment income .074 .083
Distributions from
Net investment income (.074) (.083)
Net asset value, end of year $1.00 $1.00
Total return<F5> 7.71% 8.69%
Ratio to average net assets
Net investment income 7.45% 8.27%
Total expenses<F6> -- ----
Net expenses .96% .91%
Expenses reimbursed and/or waived .13% .12%
Net assets, end of year (in thousands) $117,684 $156,777
Number of shares outstanding at
end of year (in thousands) 117,699 156,797
<F5>Total return prior to 1989 is not audited.
<F6> Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
<PAGE>
Year Ended September 30, 1988 1987
Net asset value, beginning of year $1.00 $1.00
Income from investment operations
Net investment income .067 .057
Distributions from
Net investment income (.067) (.057)
Net asset value, end of year $1.00 $1.00
Total return<F1> 6.99% 6.07%
Ratio to average net assets
Net investment income 6.44% 5.56%
Total expenses<F2> -- --
Net expenses .86% .85%
Expenses reimbursed and/or waived .25% .26%
Net assets, end of year (in thousands) $91,640 $63,134
Number of shares outstanding at
end of year (in thousands) 91,660 63,138
<F1>Total return prior to 1989 is not audited.
<F2> Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses
INVESTMENT OBJECTIVE AND POLICIES
Investment Objective: The Fund seeks to earn the highest level of current
income, consistent with preservation of capital and liquidity.
Calvert Cash ReservesInstitutional Prime Fund is a diversified money market
fund. Its objective is to earn the highest level of current income, consistent
with safety, preservation of capital and liquidity, that is available through
investment in specified money market instruments. The Fund's assets are
invested in securities maturing in 13 months or less, and it maintains an
average weighted maturity of 90 days or less. It is the operating policy of
the Fund to invest in first-tier securities, according to Rule 2a-7 of the
Investment Company Act of 1940.
Institutional Prime Fund invests primarily in Top Tier Securities
The Fund's assets are invested in high quality short term investments
including U.S. Government and agency or instrumentality securities,
certificates of deposit of major banks, commercial paper, eligible high-grade
short-term corporate obligations, including participation interests in loans
extended to issuers of such obligations, repurchase agreements, bankers
acceptances, floating rate notes and variable-rate demand notes and taxable
municipal securities. The Fund may invest in high-quality, U.S. dollar
denominated international money market investments and may invest up to 5% of
total assets in reverse repurchase agreements. It is the operating policy of the
Fund to invest only in tier-one securities as defined by Rule 2a-7 of the
Investment Policy Act of 1940. It is a further operating policy of the Fund
that it will invest only in issues rated A-1 or P-1 or better, or, if not
rated, of equivalent quality. The Fund will not invest in A-2 or P-2 rated
issues. See the Statement of Additional Information, "Appendix, Commercial
Paper and Bond Ratings."
Other Policies
The Fund has adopted certain fundamental investment restrictions which are
discussed in detail in the Statement of Additional Information. Unless
specifically noted otherwise, the investment objective, policies and
restrictions of the Fund are fundamental and may not be changed without
shareholder approval. There can be no assurance that the Fund will be
successful in meeting its investment objective.
Purchasing obligations for future delivery or on a "when-issued" basis may
increase the Fund's overall investment exposure and involves a risk of loss if
the value of the securities declines prior to the settlement date. The
transactions are fully secured at all times.
YIELD
Yield refers to income generated by an investment over a period of time.
From time to time, the Fund may advertise "yield" and "effective yield." Yield
figures are based on historical earnings and are not intended to indicate
future performance. The "yield" refers to the actual income generated by an
investment in the Fund over a particular base period, stated in the
advertisement. If the base period is less than one year, the yield will be
"annualized." That is, the amount of income generated by the investment during
the base period is assumed to be generated over a one-year period and is shown
as a percentage of the investment. The "effective yield" is calculated
similarly, but, when annualized, the income earned by an investment in the
Fund is assumed to be reinvested. The "effective yield" will be slightly higher
than the "yield" because of the compounding effect of this assumed
reinvestment.
MANAGEMENT OF THE FUND
The Board of Trustees supervises the activities and reviews its contracts with
companies that provide the Fund with services.
The Fund is the only series of Calvert Cash Reserves, a Massachusetts business
trust organized on March 16, 1982. Prior to June 30, 1996, Calvert Cash
Reserves was doing business as Money Management Plus, and the Institutional
Prime Fund was known as the Prime Portfolio. In October 1992, a second class
of shares was offered by the Prime Portfolio, CCR Prime Shares, which was
discontinued during 1994.
The Fund is an open-end diversified management investment company. The Fund
is not required to hold annual shareholder meetings, but special meetings may be
called for certain purposes such as electing (or removing Trustees, changing
fundamental policies, or approving a management contract. As a shareholder, you
receive one vote for each share you own (with proportionate voting for
fractional shares).
Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.
Calvert Group, Ltd., parent of the Fund's investment advisor, transfer 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, 1996, Calvert Group managed and administered assets in
excess of $5.2 billion and more than 220,000 shareholder and depositor
accounts.
Calvert Asset Management serves as Advisor to the Funds.
Calvert Asset Management Company, Inc. (the "Advisor") is the Fund's
investment advisor. The Advisor provides the Fund with investment supervision
and management; administrative services and office space; furnishes executive
and other personnel to the Fund; and pays the salaries and fees of all
Trustees who are affiliated persons of the Advisor. The Advisor may also
assume and pay certain advertising and promotional expenses of the Fund and
reserves the right to compensate broker-dealers in return for their
promotional or administrative services.
The Advisor receives a fee based on a percentage of the Fund's assets.
Pursuant to the Investment Advisory Agreement, the Advisor is entitled to, and
did receive from October 1, 1995 to June 30, 1996, an annual advisory fee of
0.50% of the Fund's average daily net assets. However, beginning July 1, 1996,
the Advisor began to voluntarily waive a portion of its advisory fee. On
November 6, 1996, the Fund's Board of Trustees voted to lower the advisory fee
to 0.25% of Institutional Prime's average daily net assets.
Calvert Administrative Services Company provides administrative services for
the Fund.
Calvert Administrative Services Company ("CASC"), an affiliate of the Advisor,
provides certain administrative services to the Fund, including the
preparation of regulatory filings and shareholder reports, the daily
determination of its net asset value per share and dividends, and the
maintenance of its portfolio and general accounting records. For providing
such services, CASC is entitled to an annual fee of 0.05% of the Fund's
average daily net assets. For fiscal 1996, CASC voluntarily waived all fees.
Calvert Distributors, Inc. serves as underwriter to market the Fund's shares.
Calvert Distributors, Inc. ("CDI") is the Fund's principal underwriter and
distributor. Under the terms of its underwriting agreement with the Fund, CDI
markets and distributes the Fund's shares and is responsible for preparing
advertising and sales literature, and printing and mailing of prospectuses to
prospective investors. CDI does not receive any compensation from the Fund's
Class A Shares.
The transfer agent keeps your account records.
Calvert Shareholder Services, Inc. is the Fund's transfer, dividend
disbursing and shareholder servicing agent.
SHAREHOLDER GUIDE
Opening An Account
You can buy shares of the Fund in several ways which are described here and in
the chart below.
An account application accompanies this prospectus. A completed and signed
application is required for each new account you open. Additional forms may be
required from corporations, associations, and certain fiduciaries. If you have
any questions or need extra applications, call Calvert Group at 800-317-2274.
Share Price
The Fund's shares are sold without a sales charge.
The price of one share is its "net asset value," or NAV. NAV is computed by
adding the value of a Fund's investments plus cash and other assets,
deducting liabilities and then dividing the result by the number of shares
outstanding. The NAV is calculated at the close of the Fund'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 Fund is open for business
each day the New York Stock Exchange is open. The Fund's securities are
valued according to the "amortized cost" method, which is intended to
stabilize the NAV at $1.00 per share.
All purchases of Fund shares will be confirmed and credited to your account
in full and fractional shares (rounded to the nearest 1/100 of a share). The
Fund may send monthly statements in lieu of immediate confirmations of
purchases and redemptions.
HOW TO BUY SHARES
Method New Accounts Additional
Investments
By Wire $1,000,000 minimum No minimum
By Exchange $1,000,000 minimum No
minimum
(From your account in another Calvert Group Fund)
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.
Wire Investment to:
State Street Bank and Trust Company
Boston, MA.
ABA# 011000028
FBO Calvert Cash Reserves Fund 707
Wire Account #9903-765-7
Client's name and account number
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 net asset value calculated after
your order is received and accepted. A telephone order placed to Calvert
Institutional Marketing Group by 1:00 p.m. Eastern time will receive the
dividend on Fund shares declared that day if federal funds are received by the
custodian by 5 p.m. Eastern time. Telephone orders placed after 1:00 p.m. will
begin earning dividends on Fund shares the next business day. If no telephone
order is placed, a wire must be received by 12:30 p.m. Eastern time to earn that
business day's dividend. Exchanges begin earning dividends the next business day
after the exchange request is received by mail or telephone.
All of your purchases must be made by wire. No cash or checks will be
accepted. The Fund reserves the right to suspend the offering of shares for a
period of time or to reject any specific purchase order.
EXCHANGES
Each exchange represents the sale of shares of one Fund and the purchase of
shares of another.
If your investment goals change, the Calvert Group Family 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. Before you
make an exchange from a Fund or Portfolio, please note the following:
Call the Calvert Institutional Marketing Group for information and a
prospectus for any of Calvert's other Funds registered in your state.
Read the prospectus of the Fund or Portfolio into which you want to
exchange for relevant information.
Complete and sign an application for an account in that Fund or
Portfolio, 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 telephone
redemptions have been authorized and the shares are not in certificate
form.
Shares on which you have already paid a sales charge at Calvert Group
may be exchanged into another Fund at no additional charge. Shares
acquired by reinvestment of dividends or distributions may be exchanged
into another Fund at no additional charge. 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.
The Fund reserves the right to terminate or modify the exchange privilege with
60 days written notice.
OTHER CALVERT GROUP SERVICES
Calvert Information Network
24 hour performance and prices
Calvert Group has a round-the-clock telephone service that lets existing
customers obtain prices, performance information, and account balances.
Complete instructions for this service may be found on the back of each
statement.
Telephone Transactions
Calvert may record all telephone calls.
If you have telephone transaction privileges, you may purchase, redeem, or
exchange shares, and wire funds by telephone. You automatically have telephone
privileges unless you elect otherwise. The Fund, the transfer 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.
Complete the account 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 the
Calvert Institutional Marketing Group at 800-317-2274 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.
Special Services and Charges
The Fund 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.
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.
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 Fund, it may take up to seven (7) days. 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.
Redemption proceeds are normally paid in cash. However, at the sole
discretion of the Fund, the Fund 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 Fund, whichever is less, or as allowed by law.
If you sell shares by telephone or written request, you will receive dividends
through the date the request is received and processed. Calvert encourages you
to notify the Institutional Marketing Group for any redemption over $10
million per day.
Minimum account balance
Please maintain a balance in your account of at least $1,000,000. If, due to
redemptions, the account falls below $1,000,000, or you fail to invest at
least $1,000,000, it may be closed and the proceeds mailed to you at the
address of record. You will be given notice that your account will be closed
after 30 days unless you make an additional investment to increase your
account balance to the $1,000,000 minimum.
HOW TO SELL YOUR SHARES BY . . .
Telephone
Please call the Institutional Marketing Group at 800-317-2274. You may redeem
shares from your account by telephone and have your money mailed to your
address of record or wired to a bank you have previously authorized. Same-day
wire redemptions may be ordered by calling the Institutional Marketing Group
by noon Eastern time. All other wires will be transmitted the next business
day. A charge of $5 may be imposed on wire transfers of less than $50,000. See
"Telephone Transactions."
Exchange to Another Calvert Group Fund
You must meet the minimum investment requirement of the other Calvert Group
Fund or Portfolio. You can only exchange between accounts with identical
names, addresses and taxpayer identification number, unless previously
authorized with a signature-guaranteed letter.
Mail To: Calvert Institutional Marketing Group, 4550 Montgomery Avenue,
Bethesda, Maryland 20814
You may redeem available shares from your account at any time by sending a
letter of instruction, including your name, account and Fund 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. If you do not have a voided check,
you must enclose a letter on corporate letterhead, signed by one or more
authorized signers.
DIVIDENDS AND TAXES
Each year, the Fund distributes substantially all of its net investment income
to shareholders.
Dividends from the Fund's net investment income are declared daily and paid
monthly. Net investment income consists of interest income, net short-term
capital gains, if any, and dividends declared and paid on investments, less
expenses.
Dividend payment options
Dividends and any distributions are automatically reinvested in additional
shares of the same Fund, unless you elect to have the dividends of $10 or more
paid in cash (by check). Dividends and distributions from the Fund may be
invested in shares of any other Calvert Group Fund or Portfolio with no
additional sales charge. You must notify the Fund in writing 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.
Federal Taxes
In January, the Fund will mail you Form 1099-DIV indicating the federal tax
status of dividends and any capital gain distributions paid to you by the Fund
during the past year. Dividends and distributions are taxable to you
regardless of whether they are taken in cash or reinvested. Dividends,
including short-term capital gains, are taxable as ordinary income.
Distributions from long-term capital gains are taxable as long-term capital
gains, regardless of how long you have owned Fund shares. A portion of the
Fund's dividends may qualify for the dividends received deduction for
corporations.
Other Tax Information
In addition to federal taxes, you may be subject to state or local taxes on
your investment, depending on the laws in your area. You will be notified to
the extent, if any, that dividends reflect interest received from U.S.
government securities. Such dividends may be exempt from certain state income
taxes.
Taxpayer Identification Number
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 Fund to withhold 31% of your dividends. 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 Fund reserves the right to reject any new account or
any purchase order for failure to supply a certified TIN.
To Open an Account: Prospectus
800-317-2274 January 31, 1997
Performance and Prices: Calvert Cash Reserves
Calvert Information Network Institutional Prime
Fund
24 hours, 7 days a week
800-317-2274
Service for Existing Account:
Shareholders 800-317-2274
Brokers 800-368-2746
TDD for Hearing Impaired:
800-541-1524
Calvert Group Web-Site
Address: http://www.calvertgroup.com
PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 2081
<PAGE>
Calvert Cash Reserves
Institutional Prime Fund
Statement of Additional Information
January 31, 1997
INVESTMENT ADVISOR
Calvert Asset Management Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
INDEPENDENT ACCOUNTANTS
TRANSFER AGENT
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
TABLE OF CONTENTS
Investment Objective and Policies 1
Investment Restrictions 3
Purchase and Redemption of Shares 4
Dividends and Taxes 4
Valuation of Shares 5
Calculation of Yield 6
Advertising 6
Trustees and Officers 6
Investment Advisor 8
Transfer and Shareholder Servicing Agent 9
Independent Accountants and Custodians 9
Method of Distribution 9
Portfolio Transactions 9
General Information 10
Financial Statements 10
Appendix 10
STATEMENT OF ADDITIONAL INFORMATION-January 31, 1997
Calvert Cash Reserves
Institutional Prime Fund
4550 Montgomery Avenue, Bethesda, Maryland 20814
New Account (800) 368-2748
Information: (301) 951-4820
Shareholder
Services: (800) 368-2745
Broker (800) 368-2746
Services: (301) 951-4850
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
Fund's Prospectus dated January 31, 1997 which may be obtained free of charge by
writing or calling the Fund.
INVESTMENT OBJECTIVE AND POLICIES
Calvert Cash Reserves Institutional Prime Fund (the "Fund") is a money
market fund which seeks to obtain the highest level of current income,
consistent with safety, preservation of capital and liquidity, that is available
through investment in specified money market instruments. Currently, the Fund's
assets are invested in securities maturing in 13 months or less and the Fund
maintains an average weighted maturity of 90 days or less. Fund investments are
valued at amortized cost. The Fund intends to maintain a constant net asset
value of $1.00 per share. The Fund invests exclusively in short-term money
market instruments.
The Fund will be invested exclusively in:
(1) U.S. dollar-denominated certificates of deposit, bankers' acceptances
and other debt obligations of U.S. banks and their branches located outside of
the U.S. and of U.S. branches of foreign banks, provided that the bank has total
assets of at least $1 billion (or the equivalent in other currencies) or, if its
total assets are less than $1 billion, the principal amount of such obligation
is insured in full by the Federal Deposit Insurance Corporation;
(2) commercial paper of both domestic and foreign issuers which at the date
of investment is rated A-1 by Standard & Poor's Corporation or Prime-1 by
Moody's Investors Service, Inc., or, if unrated, is of comparable quality as
determined by the Advisor under the supervision of the Board of Trustees;
(3) short-term (one year or less) corporate obligations of both domestic
and foreign issuers which at the date of investment are rated AAA or AA by
Standard & Poor's or Aaa or Aa by Moody's or, if unrated, are of comparable
quality as determined by the Advisor under the supervision of the Board of
Trustees;
(4) obligations issued or guaranteed as to principal and interest by the
U.S. Government, its agencies and instrumentalities, or by foreign governments,
their agencies and instrumentalities, or by international agencies and
instrumentalities; and
(5) such obligations subject to repurchase agreements with recognized
securities dealers and banks.
While the Fund invests only in high-grade, short-term money market
instruments, there can be, of course, no assurance that the Fund will be
successful in meeting its investment objective or in maintaining a constant net
asset value of $1.00 per share because there are inherent risks in the ownership
of any investment. An increase in interest rates will generally reduce the value
of Fund investments, and a decline in interest rates will generally increase the
value of Fund investments. Investments in obligations not guaranteed by the full
faith and credit of the U.S. Government are subject to the ability of the issuer
to make payment at maturity. Dividends paid by the Fund will fluctuate as
interest rates and net investment income fluctuate. The Fund will attempt,
through careful management and diversification, to reduce these risks and
enhance the opportunities for higher income and greater price stability.
Repurchase Agreements
The Fund 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 Fund 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 Fund 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. Repurchase agreements are always for periods of less
than one year and no more than 10% of a Fund's assets may be invested in
repurchase agreements not terminable within seven days.
In addition, the Fund 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.
Reverse Repurchase Agreements
The Fund may also engage in reverse repurchase agreements. Under a reverse
repurchase agreement, the Fund sells its securities to a bank or securities
dealer and agrees to repurchase those securities from such party at an agreed
upon date and price reflecting a market rate of interest. The Fund invests the
proceeds from each reverse repurchase agreement in obligations in which it is
authorized to invest. The Fund intends to enter into a reverse repurchase
agreement only when the interest income provided for in the obligation in which
the Fund invests the proceeds is expected to exceed the amount the Fund will pay
in interest to the other party to the agreement, plus all costs associated with
the transactions. The Fund does not intend to borrow for leverage purposes. The
Fund will only be permitted to pledge assets to the extent necessary to secure
borrowings and reverse repurchase agreements.
During the time a reverse repurchase agreement is outstanding, the Fund
will maintain in a segregated custodial account an amount of cash, U.S.
Government securities or other liquid, high-quality debt securities equal in
value to the repurchase price. The Fund will mark to market the value of assets
held in the segregated account, and will place additional assets in the account
whenever the total value of the account falls below the amount required under
applicable regulations.
The Fund's use of reverse repurchase agreements involves the risk that the
other party to the agreements could become subject to bankruptcy or liquidation
proceedings during the period the agreements are outstanding. In such event, the
Fund may not be able to repurchase the securities it has sold to that other
party. Under those circumstances, if at the expiration of the agreement such
securities are of greater value than the proceeds obtained by the Fund under the
agreements, the Fund may have been better off had it not entered into the
agreement. However, the Fund will enter into reverse repurchase agreements only
with banks and dealers which the Advisor believes present minimal credit risks
under guidelines adopted by the Fund's Board of Trustees. In addition, the Fund
bears the risk that the market value of the securities sold by the Fund may
decline below the agreed-upon repurchase price, in which case the dealer may
request the Fund to post additional collateral.
International Money Market Instruments
The Fund may invest in U.S. dollar-denominated obligations of foreign
branches of U.S. banks and U.S. branches of foreign banks ("bank obligations.").
Such bank obligations may be subject to risks not associated with domestically
insured bank obligations. For example, foreign and domestic bank reserve
requirements may differ.
The Fund may also invest in commercial paper, short-term corporate
obligations, and obligations issued or guaranteed by foreign governments, their
agencies and instrumentalities, or by international agencies and
instrumentalities, so long as such instruments are U.S. dollar-denominated and
meet the same credit, liquidity, and concentration requirements as domestic
obligations.
The bank obligations and other money market instruments of foreign issuers
described above are subject to certain additional risks. Payment of interest and
principal upon these obligations and the marketability and liquidity of such
obligations in the secondary market may also be adversely affected by
governmental action in the country of domicile of the branch (generally referred
to as "sovereign risk"). Examples of governmental actions would be the
imposition of exchange or currency controls, interest limitations or withholding
taxes on interest income, seizure of assets, or the declaration of a moratorium
on the payment of principal or interest. In addition, evidences of ownership of
Fund securities may be held outside of the U.S., and the Fund may be subject to
the risks associated with the holding of such property overseas.
These instruments are not subject to currency fluctuations, since they are
denominated in U.S. dollars. The Advisor will consider the political and
economic conditions in a country, the location of custody, and the liquidity in
selecting such instruments for the Fund. Also, as an operating policy, it will
only invest in bank obligations of foreign branches of U.S. banks if the parent
bank guarantees the obligation, and where the parent bank either has assets of
at least $1 billion (or equivalent in other currencies), or is insured in full
by the Federal Deposit Insurance Corporation.
Obligations with Puts Attached
The Fund has authority to purchase securities at a price which would result
in a yield to maturity lower than that generally offered by the seller at the
time of purchase when it can acquire at the same time the right to sell the
securities back to the seller at an agreed upon price at any time during a
stated period or on a certain date. Such a right is generally denoted as a
"put."
A Fund may not acquire obligations subject to puts if immediately
thereafter, with respect to 75% of the total amortized cost value of its assets,
that Fund would have more than 5% of its total assets invested in securities
underlying from the same institution. A Fund may, however, invest up to 10% of
its total assets in securities underlying unconditional puts from the same
institution. Unconditional puts are readily exercisable in the event of a
default in payment of principal or interest on the underlying securities. The
Fund must limit its Fund investments, including puts, to instruments of high
quality as determined by a nationally recognized statistical rating
organization.
When-Issued Purchases
Securities purchased on a when-issued basis and the securities held in the
Fund are subject to changes in market value based upon the public's perception
of the creditworthiness of the issuer and changes in the level of interest rates
(which will generally result in both changing in value in the same way, i.e.,
both experiencing appreciation when interest rates decline and depreciation when
interest rates rise). Therefore, if in order to achieve higher interest income,
the Fund remains substantially fully invested at the same time that it has
purchased securities on a when-issued basis, there will be a greater possibility
that the market value of the Fund's assets may vary. No new when-issued
commitments will be made by a Fund if more than 50% of that Fund's net assets
would become so committed.
When the time comes to pay for when-issued securities, the Fund will meet
its obligations from then available cash flow, sale of securities or, although
it would not normally expect to do so, from sale of the when-issued securities
themselves (which may have a market value greater or less than the Fund's
payment obligation). Sale of securities to meet such obligations carries with it
a greater potential for the realization of capital losses and capital gains
which are not exempt from federal income tax.
INVESTMENT RESTRICTIONS
Fundamental
The foregoing investment objective and policies and the following
investment restrictions and fundamental policies may not be changed without the
consent of the holders of a majority of the Fund's outstanding shares, including
a majority of the shares of the Fund. Shares have equal rights as to voting,
except that only shares of a Fund are entitled to vote on matters affecting only
that Fund (such as changes in investment objective, policies or restrictions). A
majority of the shares means the lesser of (i) 67% of the shares represented at
a meeting at which more than 50% of the outstanding shares are represented or
(ii) more than 50% of the outstanding shares. No Fund of the Fund may:
(1) Purchase common stocks, preferred stocks, warrants, or other equity
securities;
(2) Sell securities short, purchase securities on margin, or write put or
call options. The Fund reserves the right, without percentage limitation, to
purchase securities with puts attached. See "Obligations with Puts Attached";
(3) Issue senior securities, borrow money, except from banks for temporary
or emergency purposes and then only in an amount up to 10% of the value of that
Fund's total assets and except by engaging in reverse repurchase agreements;
provided, however, that the Fund may only engage in reverse repurchase
agreements so long as, at the time it enters into a reverse repurchase
agreement, the aggregate proceeds from outstanding reverse repurchase
agreements, when added to other outstanding borrowings permitted by this
section, do not exceed 33 1/3% of the Fund's total assets. In order to secure
any permitted borrowings and, for The Fund only, reverse repurchase agreements
under this section, the Fund may pledge, mortgage or hypothecate its assets.
(4) Underwrite the securities of other issuers, except to the extent that
either the sale of restricted securities or the purchase of municipal
obligations in accordance with the Fund's investment objective and policies,
either directly from the issuer, or from an underwriter for an issuer, may be
deemed an underwriting;
(5) Purchase or sell real estate, real estate investment trust securities,
commodities or commodity contracts, or oil and gas interests, but this shall not
prevent the Fund from investing (a) in securities which are secured by real
estate or real estate mortgages, or (b) in the securities of issuers which
invest or deal in commodities, commodity futures, oil, gas, or other mineral
exploration or development programs, real estate, or real estate mortgages;
(6) Purchase or retain securities of an issuer if those trustees of the
Fund, each of whom owns more than 1/2 of 1% of the outstanding securities of
such issuer, together own more than 5% of such outstanding securities;
(7) Make loans to others, except in accordance with the Fund's investment
objective and policies, such as the purchase of an issue of debt securities in
which the Fund is authorized to invest, or pursuant to contracts providing for
the compensation of service providers by compensating balances;
(8) Invest in companies for the purpose of exercising control; or invest in
securities of other investment companies, except as they may be acquired as part
of a merger, consolidation or acquisition of assets, or in connection with a
director's/trustee's deferred compensation plan, as long as there is no
duplication of advisory fees;
(9) Invest more than 25% of its assets in any particular industry or
industries, except that the Fund may invest more than 25% of its assets in
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Industrial development bonds, where the payment of principal
and interest is the responsibility of companies within the same industry, are
grouped together as an "industry";
(10) Invest more than 5% of the value of its total assets in securities
where the payment of principal and interest is the responsibility of a company
or companies with less than three years' operating history.
(11) Purchase securities of any issuer (other than obligations of, or
guaranteed by, the United States Government, its agencies or instrumentalities,
a State, its political subdivisions or municipalities or agencies thereof) if,
as a result, (a) more than 5% of the value of its total assets would be invested
in the securities of that issuer, or (b) more than 25% of the value of its total
assets would be invested in the securities of issuers in the same industry. For
purposes of this restriction regarding the Fund only, an investment in U.S.
banks or U.S. branches of foreign banks is not considered an industry;
Non-Fundamental
(12) No more than 10% of the Fund's net assets may be invested in illiquid
securities;
(13) For purposes of investment restriction number 3 above, the Fund has no
current intention to allow its borrowings due to reverse repurchase agreements
to exceed 5% of total assets.
PURCHASE AND REDEMPTION OF SHARES
The Fund requires a minimum initial investment of $1,000,000. Shares will
be held in book entry form at the Fund's transfer agent. No share certificates
will be issued.
Amounts redeemed by check redemption may be mailed to the investor without
charge. Amounts of $50,000 or more will be transmitted by wire without charge by
the Fund to the investor's account at a domestic commercial bank that is a
member of the Federal Reserve System or to a correspondent bank. A charge of $5
may be imposed on wire transfers of less than $50,000. If the investor's bank is
not a Federal Reserve System member, failure of immediate notification to that
bank by the correspondent bank could result in a delay in crediting the funds to
the investor's bank account.
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 Fund 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. If a voided check does not accompany the
request, then the request must be signature guaranteed by a commercial bank,
savings and loan association, trust company, member firm of any national
securities exchange, or credit union. Further documentation, such as a corporate
resolution is required from corporations, fiduciaries, pension plans, and
institutional investors.
The Fund's redemption check normally will be mailed to the investor on the
next business day following the date of receipt by the Fund of the written or
telephone redemption request. If the investor so instructs in the redemption
request, the check will be mailed or the redemption proceeds wired to a
predesignated account at the investor's bank.
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 SEC, or if
the Commission has ordered such a suspension for the protection of shareholders.
Redemption proceeds are normally mailed or wired the next business day after a
proper redemption request has been received, unless redemptions have been
suspended or postponed as described above.
DIVIDENDS AND TAXES
The Fund declares dividends daily and pays them monthly, based on its net
investment income. Net investment income consists of the interest income earned
on investments (adjusted for amortization of original issue or market discount
or premium), less expenses. Realized and unrealized gains and losses are not
included in net investment income. Net short-term capital gains will be
distributed once each year, although the Fund may distribute them more
frequently if necessary in order to maintain net asset value at $1.00 per share.
Distributions of net capital gains, if any, are normally declared and paid by
the Fund once a year; however, the Fund does not intend to make any such
distributions from securities profits unless available loss carryovers, if any,
have been used or have expired.
In 199_ the Fund did qualify and in 1997 the Fund intends to qualify as a
"regulated investment company" under Subchapter M of the Internal Revenue Code
as amended. By so qualifying, the Fund will not be subject to federal income
taxes, nor to the federal excise tax imposed by the Tax Reform Act of 1986, to
the extent that it distributes its net investment income and realized capital
gains.
Dividends and distributions are automatically reinvested at net asset value
in additional shares. Shareholders may elect to have their dividends and
distributions paid out monthly or quarterly in cash. The Fund's dividends of net
investment income and dividends of net short-term capital gains, whether taken
in cash or reinvested in additional shares, are taxable to shareholders as
ordinary income and do not qualify for the dividends received deduction for
corporations. Net long-term capital gain distributions, if any, will generally
be includable as long-term capital gain in the gross income of shareholders who
are citizens or residents of the United States. Whether such realized securities
gains and losses are long- or short-term depends on the period the securities
are held by the Fund, not the period for which the shareholder holds shares of
the Fund.
A shareholder may also be subject to state and local taxes on dividends and
distributions from the Fund. The Fund will notify shareholders annually about
the tax status of dividend and distributions paid by the Fund and the amount of
dividends withheld, if any, during the previous year. Many states do not tax the
portion of a Fund's dividends which is derived from interest on U.S. Government
obligations. State law varies considerably concerning the tax status of
dividends derived from U.S. Government obligations. Accordingly, shareholders
should consult their tax advisors about the tax status of dividends and
distributions from the Fund in their respective jurisdictions.
The Internal Revenue Code provides that interest on indebtedness incurred
or continued in order to purchase or carry shares of a regulated investment
company which distributes exempt-interest dividends during the year is not
deductible.
The Fund is required to withhold 31% of any dividends and any long-term
capital gain dividends, paid 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 because of underreporting; or (c) the Fund 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 of dividends withheld. Shareholders exempt from backup
withholding 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; and foreign central banks of issue. Non-resident
aliens also are generally not subject to backup withholding but, along with
certain foreign partnerships and foreign corporations, may instead be subject to
withholding under section 1441 of the Internal Revenue Code. Shareholders
claiming exemption from backup withholding should call or write the Fund for
further information.
VALUATION OF SHARES
The net asset value per share, the price at which shares are continuously
issued and redeemed, is computed by dividing the value of the Fund's total
assets, less its liabilities, by the total number of shares outstanding. The
Fund's net asset value is determined every business day at the close of the New
York Stock Exchange (generally, 4:00 p.m. Eastern time), and at such other times
as may be appropriate or necessary. The Funds do 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, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.
The Fund's assets, including commitments to purchase securities on a
when-issued basis, are valued at their amortized cost which does not take into
account unrealized capital gains or losses. This involves valuing an instrument
at its cost and thereafter assuming a constant amortization to maturity of any
discount or premium, regardless of the impact of fluctuating interest rates on
the market value of the instrument. While this method provides certainty in
valuation, it may result in periods during which value, as determined by
amortized cost, is higher or lower than the price that would be received upon
sale of the instrument. During periods of declining interest rates, the daily
yield on shares of a Fund may tend to be higher than a like computation made by
a fund with identical investments utilizing a method of valuation based upon
market prices and estimates of market prices for all of its Fund instruments.
Thus, if the use of amortized cost by a Fund resulted in a lower aggregate Fund
value on a particular day, a prospective investor in the Fund would be able to
obtain a somewhat higher yield than would result from investment in a fund
utilizing solely market values, and existing investors in the Fund would receive
less investment income. The converse would apply in a period of rising interest
rates.
Rule 2a-7 under the Investment Company Act of 1940 permits the Fund to
value its assets at amortized cost if the Fund maintains a dollar-weighted
average maturity of 90 days or less and only purchases obligations having
remaining maturities of 13 months or less. Rule 2a-7 requires, as a condition of
its use, that the Fund invest only in obligations determined by the trustees to
be of high quality with minimal credit risks and further requires the trustees
to establish procedures designed to stabilize, to the extent reasonably
possible, the Fund's price per share as computed for the purpose of sales and
redemptions at $1.00. Such procedures include review of the Fund's investment
holdings by the trustees, at such intervals as they may deem appropriate, to
determine whether the Fund's net asset value calculated by using available
market quotations or equivalents deviates from $1.00 per share. If such
deviation exceeds 1/2 of 1%, the trustees will promptly consider what action, if
any, will be initiated. In the event the trustees determine that a deviation
exists which may result in material dilution or other unfair results to
investors or existing shareholders, the trustees will take such corrective
action as they regard as necessary and appropriate, including: the sale of Fund
instruments prior to maturity to realize capital gains or losses or to shorten
average Fund maturity; the withholding of dividends or payment of distributions
from capital or capital gains; redemptions of shares in kind; or the
establishment of a net asset value per share based upon available market
quotations.
CALCULATION OF YIELD
From time to time, the Fund advertises "yield" and "effective yield." Both
yield figures are based on historical earnings and are not intended to indicate
future performance. The "yield" refers to the actual income generated by an
investment in the Fund over a particular base period of time. The length and
closing date of the base periods will be stated in the advertisement. If the
base period is less than one year, the yield is then "annualized." That is, the
net change, exclusive of capital changes, in the value of a share during the
base period is divided by the net asset value per share at the beginning of the
period, and the result is multiplied by 365 and divided by the number of days in
the base period. Capital changes excluded from the calculation of yield are: (1)
realized gains and losses from the sale of securities, and (2) unrealized
appreciation and depreciation. A Fund's "effective yield" for a seven-day period
is its annualized compounded average yield during the period, calculated
according to the following formula:
Effective yield = [(base period return) + 1]365/7 - 1
From time to time, the Fund may provide, for a given period, quotations of
dividend yield to shareholders or prospective investors. For the seven-day
period ended September 30, 1996, the yield and effective yield were 5.52% and
5.67%, respectively.
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 Fund is compatible with the investor's goals. The Fund may list Fund
holdings or give examples or securities that may have been considered for
inclusion in the Fund, 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, Mutual Fund
Values Morningstar Ratings, Mutual Fund Forecaster, Barron's, and The Wall
Street Journal. The Fund 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 Fund 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 Fund, its Advisor, and its
affiliates reserve the right to update performance rankings as new rankings
become available.
Calvert Group is the 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, 1994). Calvert Group was also the first to offer
a family of socially responsible mutual fund portfolios.
TRUSTEES AND OFFICERS
RICHARD L. BAIRD, JR., Trustee. Mr. Baird is Director of Finance for the
Family Health Council, Inc. in Pittsburgh, Pennsylvania, 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 Acacia Capital Corporation, Calvert New World Fund and Calvert
World Values Fund. DOB: 5/09/46. Address: 211 Overlook Drive, Pittsburgh,
Pennsylvania 15216.
FRANK H. BLATZ, JR., Esq., Trustee. Mr. Blatz is a partner in the law firm
of Abrams, Blatz, Gran, Hendricks & Reina, P.A. DOB: 10/29/35. Address: 900 Oak
Tree Road, South Plainfield, New Jersey 07080.
FREDERICK T. BORTS, M.D., Trustee. Dr. Borts is a radiologist with Kaiser
Permanente. Prior to that, he was a radiologist at Bethlehem Medical Imaging in
Allentown, Pennsylvania. DOB: 7/23/49. Address: 2040 Nuuanu Avenue #1805,
Honolulu, Hawaii, 96817.
*CHARLES E. DIEHL, Trustee. Mr. Diehl is Vice President and Treasurer
Emeritus of the George Washington University, and has retired from University
Support Services, Inc. of Herndon, Virginia. He is also a Director of Acacia
Mutual Life Insurance Company. DOB: 10/13/22. Address: 1658 Quail Hollow Court,
McLean, Virginia 22101.
DOUGLAS E. FELDMAN, M.D., Trustee. Dr. Feldman practices head and neck
reconstructive surgery in the Washington, D.C., metropolitan area. DOB: 5/23/48.
Address: 7536 Pepperell Drive, Bethesda, Maryland 20817.
PETER W. GAVIAN, CFA, Trustee. Mr. Gavian is a principal of Gavian De Vaux
Associates, an investment banking firm. He was formerly President of Corporate
Finance of Washington, Inc. DOB: 12/08/32 Address: 1953 Gallows Road, Suite 130,
Vienna, Virginia 22201.
JOHN G. GUFFEY, JR., 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 Acacia Capital
Corporation and Calvert New World Fund. DOB: 05/15/48 Address: 7205 Pomander
Lane, Chevy Chase, Maryland 20815.
ARTHUR J. PUGH, Trustee. Mr. Pugh serves as a Director of Acacia Federal
Savings Bank. DOB: 09/24/47. Address: 4823 Prestwick Drive, Fairfax, Virginia
22030.
*DAVID R. ROCHAT, Senior Vice President and Trustee. Mr. Rochat is
Executive Vice President of Calvert Asset Management Company, Inc., Director and
Secretary of Grady, Berwald and Co., Inc., and Director and President of Chelsea
Securities, Inc. DOB: 10/07/37. Address: Box 93, Chelsea, Vermont 05038.
*D. WAYNE SILBY, Esq., Trustee. Mr. Silby is a trustee/director of each of
the investment companies in the Calvert Group of Funds, except for Acacia
Capital Corporation and Calvert New World Fund. 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. He is also a
Director of Acacia Mutual Life Insurance Company. DOB: 7/20/48. Address: 1715
18th Street, N.W., Washington, D.C. 20009.
*CLIFTON S. SORRELL, JR., President and Trustee. Mr. Sorrell 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. He is a director
of Calvert-Sloan Advisers, L.L.C., and a trustee/director of each of the
investment companies in the Calvert Group of Funds.DOB: 06/26/41.
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 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 Vice President and
Secretary of Calvert-Sloan Advisers, L.L.C., and is an officer of Acacia
National Life Insurance Company. DOB: 08/12/47.
EVELYNE S. STEWARD, Vice President. Ms. Steward is Senior Vice President of
Calvert Group, Ltd., and a director of Calvert-Sloan Advisers, L.L.C. DOB:
11/14/52.
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. DOB: 09/09/50.
SUSAN WALKER BENDER, Esq., Assistant Secretary. Ms. Bender is Associate
General Counsel of Calvert Group, Ltd. 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: 01/29/59.
KATHERINE STONER, Esq., Assistant Secretary. Ms. Stoner 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: 10/21/56.
LISA CROSSLEY, Esq., Assistant Secretary and Compliance Officer. Ms.
Crossley 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: 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: 09/07/68.
Each of the above directors/trustees and officers is a director/trustee or
officer of each of the investment companies in the Calvert Group of Funds with
the exception of Calvert Social Investment Fund, of which only Messrs. Baird,
Guffey, Silby and Sorrell are among the trustees, Acacia Capital Corporation, of
which only Messrs. Blatz, Diehl, Pugh and Sorrell are among the directors,
Calvert World Values Fund, Inc., of which only Messrs. Guffey, Silby and Sorrell
are among the directors, and Calvert New World Fund, Inc., of which only Messrs.
Sorrell and Martini are among the directors. Trustees marked with an *, above,
are deemed to be "interested persons" of the Fund under the Investment Company
Act of 1940, by virtue of their affiliation with the Fund's Advisor. The address
of trustees 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
Fund's outstanding shares.
The Audit Committee of the Board is composed of Messrs. Baird, Blatz,
Feldman, Guffey and Pugh. The Board's Investment Policy Committee is composed of
Messrs. Borts, Diehl, Gavian, Rochat, Silby and Sorrell.
During fiscal 1996, trustees of the Fund not affiliated with the Fund's
Advisor were paid $_____. 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 Funds on the basis of net assets.
Trustees of the Fund not affiliated with the Fund's Advisor may elect to
defer receipt of all or a percentage of their fees and invest them in any fund
in the Calvert Group of Funds through the Trustees Deferred Compensation Plan
(shown as "Pension or Retirement Benefits Accrued as part of Fund Expenses,"
below). 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 Fund's assets, liabilities, net assets, and
net income per share, and will ensure that there is no duplication of advisory
fees.
Trustee Compensation Table
Fiscal Year 1996 Aggregate Pension or Total
(unaudited numbers) Compensation Retirement Compensation
Name of Trustee from Benefits from
Registrant Accrued as Registrant and
for service part of Fund
as Trustee Registrant Complex paid
Expenses<F1> to Trustees<F2>
Richard L. Baird, Jr. $858 $0 $34,925
Frank H. Blatz, Jr. $0 $940 $37,875
Frederick T. Borts $826 $0 $32,675
Charles E. Diehl $0 $869 $35,475
Douglas E. Feldman $895 $0 $34,175
Peter W. Gavian $627 $265 $34,175
John G. Guffey, Jr. $821 $0 $49,433
Arthur J. Pugh $1006 $0 $36,736
D. Wayne Silby $757 $0 $56,398
<F1> Messrs. Blatz, Diehl, Gavian, and Pugh have chosen to defer a portion of
their compensation. As of September 30, 1996, total deferred compensation,
including dividends and capital appreciation, was $______, $_______, $______,
and $______, for each trustee, respectively.
<F2> As of December 31, 1996, the Fund Complex consists of eight (8)
registered investment companies.
INVESTMENT ADVISOR
The Fund's Investment Advisor is Calvert Asset Management Company, Inc.,
4550 Montgomery Avenue, Suite 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 will remain in
effect until January 3, 1997, and from year to year thereafter, 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 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 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 on 60 days' prior written notice; it automatically
terminates in the event of its assignment.
Under the Contract, the Advisor manages the investment and reinvestment of
the Fund's assets, subject to the direction and control of the Fund's Board of
Trustees. For its services, the Advisor receives an annual fee, payable monthly,
of 0.50% of the first $500 million of the Fund's average daily net assets,
0.475% of the next $500 million of such assets, 0.45% of the next $500 million
of such assets, 0.425% of the next $500 million of such assets, and 0.40% of all
such assets over $2 billion. Until September 30, 1993, the Advisor voluntarily
waived half of its advisory fee for the Fund, and charged only 0.25% of the
Fund's average daily net assets.
The Advisor provides the Fund with investment supervision and management,
administrative services, office space, furnishes executive and other personnel
to the Fund, and pays the salaries and fees of all trustees who are affiliated
persons of the Advisor. The Advisor may assume and pay certain Fund advertising
and promotional expenses and reserves the right to compensate broker-dealers in
consideration of their promotional or administrative services.
The Fund pays all other expenses including: custodial fees; shareholder
servicing, dividend disbursing and transfer agency fees; federal and state
securities registration fees; Distribution Plan expenses; insurance premiums;
trade association dues; interest, taxes and other business fees; legal and audit
fees; and brokerage commissions and other costs associated with the purchase and
sale of Fund securities.
The Advisor has agreed to reimburse the Fund for the Fund's operating
expenses (excluding brokerage, taxes, interest, Distribution Plan expenses and
extraordinary items) exceeding, on a pro rata basis, the most restrictive state
expense limitation in those states where the Funds' shares are registered.
The advisory fees paid for the 1994, 1995 and 1996 fiscal years were
$516,334, $378,388, and $210,360, respectively. The advisor did not reimburse
the Fund during the 1994 fiscal year. During 1995 and 1996, the Advisor
voluntarily waived fees or assumed expenses of $71,798 and $198,710,
respectively, which were not charged to the Fund.
TRANSFER AND SHAREHOLDER SERVICING AGENT
Calvert Shareholder Services, Inc., a wholly owned subsidiary of Calvert
Group, Ltd., and Acacia Mutual Life Insurance Company, has been retained by the
Fund to act as transfer agent, dividend disbursing agent and shareholder
servicing agent. These responsibilities include: responding to shareholder
inquiries and instructions concerning their accounts; crediting and debiting
shareholder accounts for purchases and redemptions of Fund shares and confirming
such transactions; daily updating of shareholder accounts to reflect declaration
and payment of dividends; and preparing and distributing quarterly statements to
shareholders regarding their accounts. For such services, Calvert Shareholder
Services, Inc. receives compensation based on the number of shareholder accounts
and the number of transactions. The service fees paid to Calvert Shareholder
Services, Inc., for the 1994, 1995, and 1996 fiscal years were $140,423,
$144,412, and $92,834, respectively.
INDEPENDENT ACCOUNTANTS AND CUSTODIANS
Coopers & Lybrand, L.L.P. has been selected by the Board of Trustees to
serve as independent auditors for fiscal year 1997. State Street Bank & Trust
Company, N.A., 225 Franklin Street, Boston, MA 02110, serves as custodian of the
Fund's investments. First National Bank of Maryland, 25 South Charles Street,
Baltimore, Maryland 21203 also serves as custodian of certain of the Fund's cash
assets. The custodian has no part in deciding the Fund's investment policies or
the choice of securities that are to be purchased or sold for the Fund's Funds.
METHOD OF DISTRIBUTION
The Fund had entered into an agreement with Calvert Distributors, Inc.
("CDI") whereby CDI, acting as principal underwriter for the Fund, made a
continuous offering of the Fund's securities on a "best efforts" basis. Under
the terms of the agreements, CDI was entitled to receive, pursuant to the Fund's
Distribution Plan, a distribution service fee from the Fund of 0.35% of its
average daily net assets. This Distribution Plan was terminated, effective June
30, 1996.
Through June 30, 1996, pursuant to Rule 12b-1 under the Investment Company
Act of 1940, the Fund had adopted a Distribution Plan (the "Plan") which
permitted it to pay certain expenses associated with the distribution of shares.
Such expenses could not exceed, on an annual basis, 0.35% of the Fund's average
daily net assets. The Distribution Plan was approved by shareholders of the Fund
and by the Board of Trustees, including the trustees who are not "interested
persons" of the Fund (as that term is defined in the Investment Company Act of
1940) and who have no direct or indirect financial interest in the operation of
the Plan or in any agreements related to the Plan. 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 Plan, the
trustees considered various factors including the amount of the distribution fee
(a maximum of 0.35% annually of the Fund's average net assets). The trustees
determined that there is a reasonable likelihood that the Plan will benefit the
Fund and its shareholders.
For the 1994, 1995, and 1996 fiscal years, the Fund paid Distribution Plan
expenses of $351,119, $315,130 and $53,695, respectively. Fiscal year 1996
Distribution Plan expenses were used entirely to compensate dealers distributing
shares. Apart from the Plan, the Advisor and the principal underwriter, at their
own expense, may incur costs and pay expenses associated with the distribution
of shares of the Fund.
PORTFOLIO TRANSACTIONS
Transactions are allocated to various underwriters and broker-dealers by
the Fund's Advisor. Newly issued securities are purchased from underwriters
acting as principals at prices which include underwriting fees. Purchases of
securities in the secondary market and all sales are placed with broker-dealers
who may be acting as agents or principals. Broker-dealers who execute Fund
transactions on behalf of the Fund are selected primarily on the basis of their
execution capability and secondarily on the value and quality of their services.
The Advisor may place orders for the purchase or sale of Fund securities with
qualified broker-dealers who provide it with statistical, research, or other
information and services. Such broker-dealers may receive compensation for
executing Fund transactions that is in excess of the compensation another
broker-dealer would have received for executing such transactions if the Advisor
determines in good faith that such compensation is reasonable in relation to the
value of the information or services that have been provided. No brokerage
commissions were paid by the Fund in the past three fiscal years.
The Advisor may also execute Fund transactions with or through
broker-dealers who have sold shares of the Fund. 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 Fund shares sold.
GENERAL INFORMATION
The Fund is the only series of a Massachusetts business trust organized on
March 16, 1982, under the name Calvert Cash Reserves, doing business as Money
Management Plus. The Fund is no longer doing business as Money Management Plus,
effective June 30, 1996. Prior to July 1, 1996, the Fund was known as Money
Management Plus Prime Portfolio, and was not an institutional money market fund.
The Fund was renamed and converted to Calvert Cash Reserves Institutional Prime
Fund, effective July 1, 1996. 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 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.
The Fund will send its shareholders unaudited semi-annual and audited
annual reports that will include the Fund's net asset value per share, Fund
securities, income and expenses, and other financial information.
This Statement of Additional Information does not contain all the
information in the Fund's registration statement. The registration statement is
on file with the Securities and Exchange Commission and is available to the
public.
FINANCIAL STATEMENTS
The audited financial statements included in the Annual Report to
Shareholders dated September 30, 1996, are expressly incorporated by reference
and made a part of this Statement of Additional Information. Copies of this
Report may be obtained free of charge by writing or calling the Fund.
APPENDIX
Commercial Paper Ratings
Commercial paper rated A-1 by Standard & Poor's Corporation has the
following characteristics: liquidity ratios are adequate to meet cash
requirements; long-term senior debt is rated "A" or better; the issuer has
access to at least two additional channels of borrowing; basic earnings and cash
flow have an upward trend with allowance made for unusual circumstances;
typically, the issuer's industry is well established and the issuer has a strong
position within the industry; and the reliability and quality of management are
unquestioned. The relative strength or weakness of the above factors determines
whether an issuer's commercial paper is rated Al, A2, or A3.
The rating Prime-1 is the highest commercial paper rating assigned by
Moody's Investors Service, Inc. Among the factors considered by Moody's in
assigning rating are the following: evaluation of the management of the issuer;
economic evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; evaluation of the
issuer's products in relation to competition and customer acceptance; liquidity;
amount and quality of long-term debt; trend of earnings over a period of ten
years; financial strength of a parent company and the relationships which exist
with the issuer; and recognition by the management of obligations which may be
present or may arise as a result of public interest question and preparations to
meet such obligations.
