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1934
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Calvert World Values Fund, Inc.
CALVERT CAPITAL ACCUMULATION FUND
(Name of Registrant as Specified in Its Charter)
William M. Tartikoff, Esq.
Secretary
(Name of Person Filing Proxy Statement if other than the Registrant)
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<PAGE>
{Tentative Shareholder Letter from President}
December 28, 1998
Dear Shareholder:
I am writing to inform you of the upcoming special meeting for shareholders of
the Calvert World Values Fund, Inc. ("CWVF"), Calvert Capital Accumulation
Fund.
An overview of the proposals and the formal Notice of Meeting appears on the
next few pages, followed by the detailed proxy statement. Please take a few
minutes to read the enclosed material and vote on these important issues. The
Board of Directors, including myself, believe these changes are in your best
interest and that of your Fund.
Regardless of the number of shares you own, it is important that you take the
time to read the enclosed proxy materials, and vote on the issues as soon as
you can. You may vote by mail, by telephone, through the internet, by
facsimile machine, or in person. If you do not cast your vote, you may be
contacted by our proxy solicitation service, ADP, or by a Calvert employee.
CWVF will have to incur the expense of additional solicitations. All
shareholders benefit from the speedy return of proxy votes.
I appreciate the time you will take to review this important matter. If we may
be of any assistance or if you have any questions about the proxy issues,
please call us at (800) 368-2745. Our hearing-impaired shareholders may call
(800) 541-1524 for a TDD connection.
Sincerely,
Barbara J. Krumsiek
President and Chief Executive Officer
Calvert Group, Ltd.
<PAGE>
Calvert World Values Fund, Inc.
Calvert Capital Accumulation Fund
Quick Overview
................................................................................
Proposal Number 1
To approve a new investment advisory agreement with the investment advisor,
Calvert Asset Management Company, Inc. ("CAMCO").
Reason for the Proposal
CAMCO is a subsidiary of Calvert Group, Ltd. which is owned by Acacia Mutual
Life Insurance Company ("Acacia"). Acacia plans to merge with another
insurance company, Ameritas Insurance Holding Company. Because of the merger
of the ultimate parent company, the investment advisory contract should be
approved by shareholders. CAMCO is also proposing the elimination of fees
based on the performance of a fund compared to a particular index, and the
deletion of references to administrative services, which, because they are
performed by a different subsidiary, should be covered in a separate contract.
................................................................................
Proposal Number 2
To approve a new investment subadvisory agreement with the investment
subadvisor, Brown Capital Management, Inc. ("Brown").
Reason for the Proposal
As above, due to the ownership changes and proposed elimination of the fees
based on the performance of the Calvert Capital Accumulation Fund (the "Fund")
compared to a particular index, the shareholders should vote on the
subadvisory agreement.
................................................................................
Proposal Number 3
To authorize CWVF and/or CAMCO to enter into a new and/or materially amending
an existing investment subadvisory agreement in the future without having to
first obtain shareholder approval.
Reason for the Proposal
Under current Federal law, as discussed above, investment subadvisor contracts
must be submitted for shareholder approval. Calvert Group has received an
exemption from this law so that it can enter into new contracts, provided it
then informs shareholders. This exemption will only go into effect if
shareholders approve it first.
................................................................................
Proposal Number 4
To approve amended fundamental investment restrictions to (a) delete
restrictions that are no longer required to be fundamental due to changes in
state laws; (b) change some of the fundamental policies and restrictions to
non-fundamental operating policies; and (c) to revise the language of those
restrictions that are still required to be fundamental.
Reason for the Proposal
Current investment restrictions (and policies, for some of the Funds) are more
restrictive than Federal law. A shareholder vote is required to change the
restrictions and policies because they are considered fundamental. CAMCO has
recommended to the Board that the investment restrictions of the Portfolios be
changed to conform to, but not be more restrictive than, federal law, and
changing the policies so that they can be altered by the Board without a
shareholder vote (nonfundamental policies or restrictions). This would give
each of the Portfolios more flexibility and may help each Portfolio to more
easily adapt to different investment environments.
................................................................................
Proposal Number 5
To ratify the Board's selection of auditors, PricewaterhouseCoopers, L.L.P.
Reason for the Proposal
Periodically, shareholders will be asked to approve independent auditors for
Calvert Funds. The auditors review reports, documents filed with federal and
state governments, and help to ensure that the Funds are complying with
generally accepted accounting principles.
<PAGE>
Calvert World Values Fund, Inc.
Calvert Capital Accumulation Fund
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on February 24, 1999
NOTICE IS HEREBY GIVEN that the Special Meeting of Shareholders of the Calvert
World Values Fund, Inc. ("CWVF") Calvert Capital Accumulation Fund will be
held in the Tenth Floor Conference Room of Calvert Group, Ltd., Air Rights
North Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland at 10:00
a.m. on Wednesday, February 24, 1999 for the following purposes:
I. To approve a new investment advisory agreement with the investment
advisor, Calvert Asset Management Company, Inc. ("CAMCO"), identical
to the current investment advisory agreements in all material
respects, except that it does not provide for a performance fee
adjustment.
II. To approve a new investment subadvisory agreement between CAMCO and
the investment subadvisor, Brown Capital Management, Inc. This
agreement is identical to the current investment subadvisory
agreement in all material respects, except that it does not provide
for a performance fee adjustment.
III. To enter into a new and/or materially amending an existing
investment subadvisory agreement in the future without having to
first obtain shareholder approval.
IV. To approve amended fundamental investment restrictions to (a) delete
restrictions that are no longer required to be fundamental due to
changes in state laws; (b) change some of the fundamental policies
and restrictions to non-fundamental operating policies; and (c) to
revise the language of those restrictions that are still required to
be fundamental.
V. To ratify the Board's selection of CWVF auditors,
PricewaterhouseCoopers, L.L.P.
VI. To transact any other business that may properly come before the
Special Meeting or any adjournment or adjournments thereof.
By Order of the Directors,
William M. Tartikoff, Esq.
Vice President
<PAGE>
Calvert World Values Fund, Inc.
Calvert Capital Accumulation Fund
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
PROXY STATEMENT
December 31, 1998
We are sending this proxy statement to you to ask you to approve several
important changes. You may vote by mail, by telephone, by facsimile, through a
secure internet website, or in person. Your vote is important. Please call
800-368-2745 if you have questions about this proxy.
This statement is furnished in connection with the solicitation of proxies by
the Board of Directors of Calvert World Values Fund, Inc. (the "Board") to be
used at the Special Meeting of Shareholders. The Special Meeting will be held
in the Tenth Floor Conference Room of Calvert Group, Ltd., Air Rights North
Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland at 10:00 a.m.
on Wednesday, February 24, 1999, or at such later time or date made necessary
by adjournment for the purpose set forth in the Notice of Meeting.
The approximate date on which this proxy statement and form of proxy are first
being mailed to shareholders is December 31, 1998.
The Calvert Capital Accumulation Fund is a series of Calvert World Values
Fund, Inc., an open-end management investment company that was organized as a
Maryland corporation on February 14, 1992.
PROPOSALS
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Proposal 1
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To approve a new investment advisory agreement with the investment advisor,
CAMCO.
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Discussion
The following circumstances affect the terms of the current investment
advisory agreement (the "Current Advisory Agreement"); therefore, Management
proposes that a new advisory agreement be executed:
CAMCO is an indirectly wholly-owned subsidiary of Acacia Mutual Life
Insurance Company ("Acacia"), which subject to certain conditions, plans
to merge with Ameritas Insurance Holding Company ("Ameritas") (such
planned transaction is hereafter referred to as the "Merger"). The
surviving company will be named Ameritas Acacia Mutual Holding Company.
Although the Merger could be considered a change in control of CAMCO,
terminating the Current Advisory Agreement, the Board has received
assurances that it does not cause such a change. Nonetheless, in order to
remove any possible doubt as to the status of the Current Advisory
Agreement, the Board has approved, and recommends that shareholders
approve, one standard investment advisory agreement between CWVF and
CAMCO (the "New Advisory Agreement").
Management proposes to eliminate the performance fee adjustment so that
compensation is based on a flat fee arrangement.
Despite the importance of the proposed changes, CAMCO anticipates there will
be no effect the actual investment management operations with respect to CWVF.
The Current Advisory Agreement
Under the Current Advisory Agreement, CAMCO provides a continuous investment
program for CWVF, subject to the control of the Board. The Current Advisory
Agreement for CWVF was executed on May 5, 1992, pursuant to shareholder
approval. Since then, the Board, including a majority of the Independent
Directors, has approved the continuance of the Current Advisory Agreement on
an annual basis as part of its annual contract review.
The Current Advisory Agreement provide that absent willful misfeasance, bad
faith, gross negligence, or reckless disregard, CAMCO shall not be subject to
liability to CWVF or to any shareholder of CWVF for any act or omission in the
course of performing its duties thereunder.
The Current Advisory Agreement provides for automatic termination unless its
continuance is approved at least annually by (i) a majority of the Board,
including those who are not parties to the Agreement or interested persons,
within the meaning of the Investment Company Act of 1940 (the "1940 Act"), of
any such party ("Independent Directors"), and (ii) the holders of a majority
of the outstanding shares of CWVF. The Current Advisory Agreement terminates
automatically upon its assignment and are terminable at any time, without
penalty, by the Board, CAMCO, or the holders of a majority of the outstanding
shares of CWVF, upon 60 days' prior written notice.
The New Advisory Agreement
The terms and conditions of the New Advisory Agreement are identical to the
terms and conditions of the Current Advisory Agreement, except as to effective
and termination dates and the elimination of the performance fee adjustment as
discussed below.
If approved by shareholders, the New Advisory Agreement will continue until
January 1, 2001 unless terminated earlier by either party, and provided that
at least annually thereafter its continuance is approved in the same manner as
prescribed in the Current Advisory Agreement.
The description of the New Advisory Agreement is qualified in its entirety by
reference to the New Advisory Agreement, attached hereto as Appendix 1.
Calvert Asset Management Company, Inc.
CAMCO has investment advisory contracts with eight investment companies: First
Variable Rate Fund for Government Income, Calvert Tax-Free Reserves, Calvert
Cash Reserves, Calvert Social Investment Fund, The Calvert Fund, Calvert
Municipal Fund, Inc., Calvert World Values Fund, Inc., and Calvert Variable
Series, Inc. Each has a substantially similar investment advisory contract
with CAMCO, though the actual fees and breakpoints may vary.
Reno J. Martini, Senior Vice President and Chief Investment Officer for CAMCO,
has primary responsibility for rendering advisory services to CWVF. Mr.
Martini oversees the management of all Calvert Funds. It is anticipated that
each of the directors and officers of CAMCO will hold the same position with
CAMCO after the Merger. The address of the directors and officers is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, unless otherwise
noted. The directors and executive officers of CAMCO are listed below:
Charles T. Nason, Director. Chairman, President and Chief Executive
Officer of The Acacia Group, 7315 Wisconsin Avenue, Bethesda, Maryland
20814.
*Barbara J. Krumsiek, Director. President of CAMCO and President, Chief
Executive Officer and Vice Chairman of Calvert Group, Ltd.
David R. Rochat, Director and Senior Vice President.
Robert-John H. Sands, Director. Senior Vice President and General
Counsel, The Acacia Group, 7315 Wisconsin Avenue, Bethesda, Maryland
20814.
*Reno J. Martini, Senior Vice President and Chief Investment Officer.
*Ronald M. Wolfsheimer, Senior Vice President and Chief Financial
Officer.
*William M. Tartikoff, Senior Vice President, Secretary, and General
Counsel.
Matthew D. Gelfand, Senior Vice President.
*Daniel K. Hayes, Vice President.
John Nichols, Vice President.
Persons marked with a *, above, are also Directors and/or officers of CWVF.
The Merger of CAMCO's parent company
CAMCO is an indirect, wholly-owned subsidiary of Acacia. On September 14,
1998, seeking a strategic affiliation to create a stronger, more diversified
insurance and financial services enterprise, Acacia and Ameritas entered into
an agreement of merger which provides for the merger of their respective
mutual holding companies.
Acacia and its related subsidiaries offer traditional life insurance and
annuity products, as well as variable products, special banking products and
services, and a variety of mutual funds, and operate a full service financial
planning broker dealer, while Ameritas and its subsidiaries specialize in
variable life, fixed and variable annuities, group dental, low-load insurance
products and 401(k) and other investment products. This strategic affiliation
is expected to create a stronger, more diversified insurance and financial
services enterprise, with almost $11 billion in assets under management,
insurance assets of $6 billion, $21 billion life insurance in-force, over $750
million in revenues and approximately $750 million in equity/capital.
The Merger is subject to the approval of the members of both Acacia and
Ameritas and is further conditioned upon approval by the appropriate federal
and state regulatory authorities.
CAMCO will not be directly affected by the Merger and will remain a
wholly-owned subsidiary of Calvert Group, Ltd. As a result of the Merger,
however, CAMCO will become an indirect, wholly-owned subsidiary of Ameritas
Acacia Mutual Holding Company.
Acacia's current address is 7315 Wisconsin Avenue, Bethesda, Maryland 20814.
After consummation of the Merger, Ameritas Acacia Mutual Holding Company's
principal place of business will be 5900 "O" Street, Lincoln, Nebraska
68501-1889.
Performance Fees
Management has reviewed the effect of performance fees and found that a
performance fee does not effectively serve its intended goals. The performance
fee structure does not improve the capacity to manage the investment process
nor does it serve as an effective incentive tool for investment management. In
fact, there is a low level of current demand for this feature from investment
professionals. Thus, Management recommends the elimination of the performance
fee and adoption of a flat fee for compensating investment advisors and
investment subadvisors.
With respect to the Fund, under the Current Advisory Agreement, CAMCO is paid
a base fee at an annual rate of 0.80% of the average daily net assets. The
base fee is subject to adjustment, based on the extent to which performance
exceeded or trailed the Standard & Poor's ("S&P") 400 Mid-Cap Index as follows:
Performance versus
the S&P 400 Performance Fee
Mid-Cap Index Adjustment
10% to < 25% +/- 0.01%
25% to < 40% +/- 0.03%
40% or more +/- 0.05%
For the fiscal year ended September 30, 1998, CAMCO received advisory fees of
$593,353. The performance fee adjustment decreased fees by $3,877.
Recommendation
Based on evaluation of the materials presented, the Board has determined that
the changes reflected in the proposed New Advisory Agreement are in the best
interests of the shareholders of CWVF. The Board based this determination
primarily upon the following, giving equal weights to the factors:
(a) After a review of all materials related to the Merger, the Board
determined that they were satisfied that CAMCO's services to CWVF would
not be affected by the Merger and that such Merger would not impose an
unfair burden on CWVF; and
(b) In recommending the elimination of the performance adjustment structure,
the Directors considered the nature and quality of the advisory services
rendered, giving due consideration to the negligible impact of the
performance adjustment on portfolio performance.
Thus, the Board, including a majority of the Independent Directors, approved
the New Advisory Agreement (subject to approval by shareholders) and
authorized submission of the New Advisory Agreement to shareholders for
approval. Accordingly, the Board recommends that shareholders vote FOR the
appropriate proposed New Advisory Agreement.
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Proposal 2
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To approve a new investment subadvisory agreement between CAMCO and the Fund's
investment subadvisor, Brown Capital Management, Inc. ("Brown").
Discussion
Brown serves as the Fund's investment subadvisor, pursuant to an Investment
Subadvisory Agreement with CAMCO. Due to the ownership changes discussed in
Proposal 1 and the proposed elimination of the fees based on the performance
of the Fund compared to a particular index, the shareholders are being asked
to vote on the subadvisory agreement.
The Current Subadvisory Agreement
Under the Current Subadvisory Agreement, Brown provides a continuous
investment program for the Fund, pursuant to the directions of CAMCO, which is
subject to the control of the Board.
As compensation for Brown's services under the Current Subadvisory Agreement,
CAMCO pays Brown a subadvisory fee consisting of an annual base fee of 0.25%
of average daily net assets, plus or minus a performance adjustment of up to
0.10%. The performance adjustment is added to or subtracted from the base fee
based on the extent to which performance exceeded or trailed the S&P 400
Mid-Cap Index.
For the fiscal year ended September 30, 1998, subadvisory fees of $187,134.19
were paid by CAMCO to Brown. As proposed, the new subadvisory fee will be a
base rate of 0.25% of the Fund's average daily net assets, with no performance
fee adjustment.
After review, Management has found that the performance fee structure does not
effectively serve its intended goals. The performance fee does not improve the
capacity to manage the investment process nor does it serve as an effective
incentive tool for investment management. In fact, there is a low level of
current demand for this feature from investment professionals. Thus,
Management recommends the elimination of the performance fee and adoption of a
flat fee for compensating investment advisors and subadvisors.
The Current Subadvisory Agreement provides that absent willful misfeasance,
bad faith, gross negligence, or reckless disregard, the Subadvisor shall not
be subject to liability to CAMCO, the Fund or to any shareholder for any act
or omission in the course of performing its duties thereunder. The Current
Subadvisory Agreement provides for automatic termination unless, at least
annually, its continuance is approved by (i) a majority of the Board,
including a majority of those who are not parties to the Agreement or
interested persons, within the meaning of the 1940 Act, of any such party
("Independent Directors"), and (ii) the holders of a majority of the
outstanding shares of the Fund. The Current Subadvisory Agreement terminates
automatically upon its assignment and is terminable at any time, without
penalty, by the Board, CAMCO, Brown, or the holders of a majority of the
outstanding shares of the Fund upon not less than 60 days' written notice.
The Current Subadvisory Agreement was executed on November 1, 1994, pursuant
to shareholder approval. The Board, including a majority of the Independent
Directors, has approved the continuance of the Current Subadvisory Agreement
on an annual basis as part of its annual contract review.
The New Subadvisory Agreement
The terms and conditions of the New Subadvisory Agreement are identical to the
terms and conditions of the Current Subadvisory Agreement, except as to
effective and termination dates and the elimination of the performance fee
adjustment as discussed above. If approved by shareholders, the New
Subadvisory Agreement will continue until January 1, 2001 unless terminated
earlier by either party, and provided that its continuance is approved at
least annually in the same manner as prescribed in the Current Subadvisory
Agreement.
The description of the New Subadvisory Agreement is qualified in its entirety
by reference to the New Subadvisory Agreement, attached hereto as Appendix 2.
Recommendation
Based on evaluation of the materials presented, the Board has determined that
the changes reflected in the proposed New Subadvisory Agreement are in the
best interests of the shareholders of the Fund. The Board based this
determination primarily upon the following, giving equal weights to the
factors:
(a) After a review of all materials related to the Merger, the Board
determined that they were satisfied that CAMCO's services to CWVF would
not be affected by the Merger and that such Merger would not impose an
unfair burden on CWVF; and
(b) In recommending the elimination of the performance adjustment structure,
the Directors considered the nature and quality of the advisory services
rendered, giving due consideration to the negligible impact of the
performance adjustment on portfolio performance.
Thus, the Board, including a majority of the Independent Directors, approved
the New Subadvisory Agreement, (subject to approval by the Fund shareholders)
and authorized submission of the New Subadvisory Agreement to shareholders for
approval. Accordingly, the Board recommends that shareholders vote FOR the
proposed New Subadvisory Agreement.
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Proposal 3
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To authorize CWVF and/or CAMCO to enter into a new and/or materially amending
an existing investment subadvisory agreement in the future without having to
first obtain shareholder approval.
Discussion
The SEC has issued an Order to CWVF permitting it to enter into a new and/or
to materially amend an investment subadvisory agreement without shareholder
approval. Management believes that CAMCO's continuous supervision of the
subadvisor will permit 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 performance.
Management believes that your interests as a shareholder are adequately
protected by your voting rights with respect to the advisory agreement and the
responsibilities assumed by CAMCO and the Board. It has found that requiring
shareholder approval of a subadvisor and the subadvisory agreement imposes
costs on the Fund without advancing shareholder interests. Further, there is
the concern that requiring shareholder approval of changes to the existing
subadvisory arrangements would prevent CWVF from promptly and timely employing
the subadvisor best suited to the needs of the Fund. Therefore, Management is
seeking to streamline the process so that a Fund can more efficiently continue
toward achieving its investment objective with a subadvisor recommended by
CAMCO and approved by the Board.
If CAMCO and/or CWVF are authorized to make changes to the existing
subadvisory arrangements outside of the proxy solicitation process,
shareholders will continue to benefit by knowing that CAMCO has applied the
same safeguards and criteria in making its selection while continuing to
fulfill its same duties to shareholders and to CWVF. Although Management would
be authorized to make a subadvisory change without a shareholder vote, as
shareholders, you are entitled to and would continue to receive the same
disclosure and details about the selection process and the background of the
newly selected manager as you have received in this solicitation, but in the
form of an information statement instead of a proxy statement. This
information would be delivered to shareholders within 90 days of the
subadvisory change.
Recommendation
The Board has approved Management's recommendation to implement the Order and
seek the authority to enter into a new and/or to materially amend an existing
investment subadvisory agreement without shareholder approval and recommends
that shareholders vote FOR the Proposal.
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Proposal 4
To approve amended fundamental investment restrictions to (a) delete
restrictions that are no longer required to be fundamental due to changes in
state laws; (b) change some of the fundamental policies and restrictions to
non-fundamental operating policies; and (c) to revise the language of those
restrictions that are still required to be fundamental.
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Discussion
The federal and state laws governing mutual funds have been changed numerous
times in the last several years. The Prospectus and Statement of Additional
Information ("SAI") for the Fund contain investment restrictions that are more
restrictive than the current law.
Also in the past few years, many state securities laws have changed or have
been superseded by federal securities laws. The Fund, however, must still
comply with the old fundamental restrictions, unless you vote to change these
restrictions to be in line with the changed regulatory landscape.
As explained above, federal law in many cases controls what a mutual fund can
purchase. Federal law also specifies certain investment restrictions that must
be fundamental and cannot be changed without a shareholder vote. The
policies/restrictions that are required by law to be fundamental are those
concerning diversification, borrowing money, the issuance of senior
securities, underwriting of securities issued by other persons, the purchase
and sale of real estate and commodities, the policy about making loans to
other persons, and the concentration of investments in a particular industry
or group of industries.
CAMCO has recommended to the Board that the investment restrictions of the
Fund be changed to conform to, but not be more restrictive than, the federal
law. That way, if the federal law changes, the restrictions can change
accordingly. This gives the Fund more flexibility and may help it to more
easily adapt to different investment environments. This is expected to enhance
a subadvisor's ability to manage a the Fund in a changing investment
environment and will increase investment management opportunities. Further, it
is not anticipated that these proposed changes will substantially affect the
way the Fund is currently managed; the Fund does not intend to change its
investment style.
The current investment restrictions for the Fund, excerpted from the SAI, are
shown below. After careful consideration, and with the advice of outside
counsel, the Board has approved several changes, subject to shareholder
approval. All investment restrictions below are prefaced by "The Fund may NOT"
...............................................................................
Current Fundamental Restriction
1. With respect to 50% of its assets, purchase securities of any issuer
(other than obligations of, or guaranteed by, the United States Government,
its agencies or instrumentalities) if, as a result, more than 5% of the value
of its total assets would be invested in securities of that issuer. (The
remaining 50% of its total assets may be invested without restriction except
to the extent other investment restrictions may be applicable).
Recommended Change
Management recommends that this investment restriction be deleted. The 5% per
issuer requirement is part of the federal laws for diversification
requirements (with respect to 75% of the portfolio) and the Subchapter M
requirements (with respect to 50% of the portfolio), so there is no need to
make it nonfundamental.
...............................................................................
Current Fundamental Restriction
2. Concentrate 25% or more of the value of its total assets in any one
industry; provided, however, that there is no limitation with respect to
investments in obligations issued or guaranteed by the United States
Government or its agencies and instrumentalities, and repurchase agreements
secured thereby.
Recommended Change
No change is being recommended for this restriction.
...............................................................................
Current Fundamental Restriction
3. Make loans of more than one-third of the assets of the Fund, or as
permitted by law. The purchase by the Fund of all or a portion of an issue of
publicly or privately distributed debt obligations in accordance with its
investment objective, policies and restrictions, shall not constitute the
making of a loan.
Recommended Change
No change is being recommended for this restriction.
...............................................................................
Current Fundamental Restriction
4. Underwrite the securities of other issuers, except as permitted by
the Board of Directors within applicable law, and except to the extent that in
connection with the disposition of its portfolio securities, the Fund may be
deemed to be an underwriter.
Recommended Change
No change is being recommended for this restriction.
...............................................................................
Current Fundamental Restriction
5. Purchase from or sell to any of the Fund's officers or directors, or
companies of which any of them are directors, officers or employees, any
securities (other than shares of beneficial interest of the Fund), but such
persons or firms may act as brokers for the Fund for customary commissions.
Recommended Change
Management recommends that this investment restriction be deleted. It was
originally required by one or more states, but no longer applies due to
changes in federal laws which supersede such state-imposed restrictions.
...............................................................................
Current Fundamental Restriction
6. Except as required in connection with permissible options, futures
and commodity activities of the Fund, invest in commodities, commodity futures
contracts, or real estate, although it may invest in securities which are
secured by real estate or real estate mortgages and securities of issuers
which invest or deal in commodities, commodity futures, real estate or real
estate mortgages and provided that it may purchase or sell stock index
futures, foreign currency futures, interest rate futures and options thereon.
Recommended Change
No change is being recommended for this restriction.
...............................................................................
Current Fundamental Restriction
7. Invest in the shares of other investment companies, except as
permitted by the 1940 Act or other applicable law, or pursuant to Calvert's
nonqualified deferred compensation plan adopted by the Board of Directors in
an amount not to exceed 10% or as permitted by law.
Recommended Change
Management recommends that this investment restriction be deleted. It was
originally required by one or more states, but no longer applies due to
changes in federal laws which supersede such state-imposed restrictions.
...............................................................................
Current Fundamental Restriction
8. Purchase more than 10% of the outstanding voting securities of any
issuer.
Recommended Change
Management recommends that this investment restriction be deleted. The 5% per
issuer requirement is part of the federal laws for diversification
requirements (with respect to 75% of the portfolio) and the Subchapter M
requirements (with respect to 50% of the portfolio), so there is no need to
make it nonfundamental.
................................................................................
Proposed New Fundamental Restriction
9. Issue senior securities or borrow money, except from banks for
temporary or emergency purposes and then only in an amount up to 33 1/3% of
the value of the Fund's total assets or as permitted by law and except by
engaging in reverse repurchase agreements, where allowed. In order to secure
any permitted borrowings and reverse repurchase agreements under this section,
the Fund may pledge, mortgage or hypothecate its assets. (As an operating or
nonfundamental policy, the Fund does not intend to make any purchases of
securities if borrowing exceeds 5% of total assets.)
Recommended Change
Federal law requires the Fund to recite its borrowing policy, and for that
policy to be fundamental. This investment restriction was previously
classified as nonfundamental, meaning that it could be changed at any time
with Board approval. Management recommends that this investment restriction
be changed to a fundamental restriction as required by law.
Recommendation
The Board has voted to change or delete each of these fundamental investment
restrictions as shown above and recommends that you vote FOR the changes or
deletions of each of these revised fundamental investment restrictions for the
Portfolios.
- --------------------------------------------------------------------------------
Proposal 5
- --------------------------------------------------------------------------------
To ratify the Board's selection of CWVF accountants, PricewaterhouseCoopers,
L.L.P.
Discussion
Shareholders are requested to ratify the action of the Board in selecting the
firm of PricewaterhouseCoopers, L.L.P. as the independent accountants for CWVF
during the current fiscal year. The Board believe that the firm is well
qualified, and has accordingly selected PricewaterhouseCoopers to act as
independent accountants, subject to ratification by shareholders.
Coopers & Lybrand, L.L.P. has experience in accounting and auditing and has
served as independent accountants for CWVF since its inception (1992). On July
1, 1998, Coopers & Lybrand merged with Price Waterhouse, L.L.P. to form
PricewaterhouseCoopers, L.L.P.
Neither PricewaterhouseCoopers nor any of its partners has any direct or
indirect connection (other than as independent accountants) with CWVF or any
of their affiliates. No representative of PricewaterhouseCoopers will be
present at the Special Meeting, but a representative will be available via
telephone to respond to appropriate questions from shareholders.
Recommendation
The Board recommends a vote FOR ratification of the selection of
PricewaterhouseCoopers, L.L.P. as independent accountants for CWVF.
- --------------------------------------------------------------------------------
OTHER BUSINESS
- --------------------------------------------------------------------------------
The Board does not intend to present any other business at the meeting. If,
however, any other matters are properly brought before the meeting, William M.
Tartikoff, Esq., and Barbara J. Krumsiek will vote on the matters in
accordance with their judgment.
- --------------------------------------------------------------------------------
ANNUAL REPORT
- --------------------------------------------------------------------------------
The audited Annual Report to Shareholders of the Fund is incorporated by
reference into this proxy statement. Copies of the most recent Annual Report
may be obtained without charge if you:
write to CWVF at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland
20814; or
call (800) 368-2745; or
visit Calvert's website at www.calvertgroup.com.
- --------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
- --------------------------------------------------------------------------------
CWVF is not required to hold annual shareholder meetings. Shareholders who
would like to submit proposals for consideration at future shareholder
meetings should send written proposals to the Calvert Group Legal Department,
4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814.
- --------------------------------------------------------------------------------
VOTING INFORMATION
- --------------------------------------------------------------------------------
Proxies are solicited initially by mail. Additional solicitations may be made
by telephone, computer communications, facsimile or other such means, or by
personal contact by officers or employees of Calvert Group and its affiliates
or by ADP/Shareholder Communications, Inc., a proxy soliciting firm retained
for this purpose. The Fund will bear solicitation costs. By voting as soon as
possible, you can save your Fund the expense of follow-up mailings and calls.
A proxy may be revoked at any time before the meeting or during the meeting by
oral or written notice to William M. Tartikoff, Esq., 4550 Montgomery Avenue,
Suite 1000N, Bethesda, Maryland 20814. Unless revoked, all valid proxies will
be voted in accordance with the specification thereon or, in the absence of
specification, for approval of the proposals.
Each proposal must be approved by a majority of the outstanding shares, which
is defined as the lesser of: (1) the vote of 67% or more of the shares of the
Fund at the Special Meeting if the holders of more than 50% of the outstanding
shares of the Fund are present in person or by proxy, or (2) the vote of more
than 50% of the outstanding shares of the Fund. All classes of the Fund vote
together.
Any abstentions and broker non-votes will be counted as shares present for
purposes of determining whether a quorum is present but will not be voted for
or against any adjournment or proposal. A broker non-vote is when a broker
holds the shares and the actual owner does not vote and the broker holding the
shares does not have the authority to vote the shares. This means that
abstentions and broker non-votes effectively will be a vote against
adjournment or against any proposal where the required vote is a percentage of
the shares present.
Shareholders of record at the close of business on December 7, 1998 ("record
date") are entitled to notice of and to vote at the Special Meeting or any
adjournment thereof. Shareholders are entitled to one vote for each share held
on that date. As of December 7, 1998, as shown on the books of the Fund, there
were issued and outstanding:
[#] Class A shares
[#] Class B shares
[#] Class C shares
As of the record date, the officers and Directors of CWVF as a group
beneficially owned less than 1% of the outstanding shares of any Portfolio.
The following shareholders, as of record date, owned more than 5% of the
Portfolio shown:
[insert info]
Name and Address % of Ownership
Acct Registration x%
Street Address
City, State, ZIP
Acct Registration x%
Street Address
City, State, ZIP
Acct Registration x%
Street Address
City, State, ZIP
Acct Registration x%
Street Address
City, State, ZIP
Acct Registration x%
Street Address
City, State, ZIP
- --------------------------------------------------------------------------------
ADJOURNMENT
- --------------------------------------------------------------------------------
In the event that sufficient votes in favor of the proposals set forth in the
Notice of Meeting and Proxy Statement are not received by the time scheduled
for the meeting, William M. Tartikoff, Esq., or Barbara J. Krumsiek may move
one or more adjournments of the meeting to permit further solicitation of
proxies with respect to any such proposals. Any such adjournment will require
the affirmative vote of a majority of the shares present at the meeting. Mr.
Tartikoff and Ms. Krumsiek will vote in favor of such adjournment those shares
that they are entitled to vote which have voted in favor of such proposals.
They will vote against any such adjournment on behalf of those proxies that
have voted against any such proposals.
- --------------------------------------------------------------------------------
APPENDIX 1
PROPOSED INVESTMENT ADVISORY AGREEMENT
CALVERT WORLD VALUES FUND, INC.
INVESTMENT ADVISORY AGREEMENT, made this ___ day of ___________,
1999, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware
corporation having its principal place of business in Bethesda, Maryland (the
"Advisor"), and CALVERT WORLD VALUES FUND, INC., a Maryland corporation (the
"Corporation"), both having their principal place of business at 4550
Montgomery Avenue, Bethesda, Maryland.
WHEREAS, the Corporation has been organized to operate as an
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"), for the purpose of investing and reinvesting its assets in
securities, as set forth in its Articles of Incorporation, its Bylaws and its
registration statements under the 1940 Act and the Securities Act of 1933 (the
"1933 Act"), as amended; and the Corporation desires to avail itself of the
services, information, advice, assistance and facilities of an investment
advisor and to have an investment advisor perform for it various investment
advisory, research services and other management services; and
WHEREAS, the Advisor has been organized to operate as an investment
advisor registered under the Investment Advisers Act of 1940, as amended, and
is engaged in the business of rendering management, and investment advisory
services to investment companies and desires to provide such services to the
Corporation;
NOW, THEREFORE, in consideration of the terms and conditions
hereinafter set forth, it is agreed as follows:
1. Employment of the Advisor. The Corporation hereby employs the Advisor
to manage the investment and reinvestment of the Corporation assets,
subject to the control and direction of the Corporation's Board of
Directors, for the period and on the terms hereinafter set forth. The
Advisor hereby accepts such employment and agrees during such period
to render the services and to assume the obligations herein set forth
for the compensation herein provided. The Advisor shall for all
purposes herein be deemed to be an independent contractor and shall,
except as expressly provided or authorized (whether herein or
otherwise), have no authority to act for or represent the Corporation
in any way or otherwise be deemed an agent of the Corporation.
2. Obligations of and Services to be Provided by the Advisor. The
Advisor undertakes to provide the following services and to assume
the following obligations:
a. The Advisor shall manage the investment and reinvestment of
the Corporation's assets, subject to and in accordance with
the investment objectives and policies of the Corporation
and any directions which the Corporation's Board of
Directors may issue from time to time. In pursuance of the
foregoing, the Advisor shall make all determinations with
respect to the investment of the Corporation's assets and
the purchase and sale of portfolio securities and shall take
such steps as may be necessary to implement the same. Such
determination and services shall also include determining
the manner in which voting rights, rights to consent to
corporate action, any other rights pertaining to the
Corporation's portfolio securities shall be exercised. The
Advisor shall render regular reports to the Corporation's
Board of Directors concerning the Corporation's investment
activities.
b. The Advisor shall, in the name of the Corporation on behalf
of the Corporation, place orders for the execution of the
Corporation's portfolio transactions in accordance with the
policies with respect thereto set forth in the Corporation's
registration statements under the 1940 Act and the 1933 Act,
as such registration statements may be amended from time to
time. In connection with the placement of orders for the
execution of the Corporation's portfolio transactions the
Advisor shall create and maintain all necessary brokerage
records of the Corporation in accordance with all applicable
laws, rules and regulations, including but not limited to
records required by Section 31(a) of the 1940 Act. All
records shall be the property of the Corporation and shall
be available for inspection and use by the SEC, the
Corporation or any person retained by the Corporation. Where
applicable, such records shall be maintained by the Advisor
for the periods and the places required by Rule 31a-2 under
the 1940 Act.
c. The Advisor shall bear its expenses of providing services to
the Corporation pursuant to this Agreement except such
expenses as are undertaken by the Corporation. In addition,
the Advisor shall pay the salaries and fees of all Directors
and executive officers who are employees of the Advisor or
its affiliates ("Advisor Employees").
3. Expenses of The Corporation. The Corporation shall pay all expenses
other than those expressly assumed by the Advisor herein, which
expenses payable by the Corporation shall include, but are not
limited to:
a. Fees to the Advisor as provided herein;
b. Legal and audit expenses;
c. Fees and expenses related to the registration and
qualification of the Corporation and its shares for
distribution under federal and state securities laws;
d. Expenses of the transfer agent, registrar, custodian,
dividend disbursing agent and shareholder servicing agent;
e. Any telephone charges associated with shareholder servicing
or the maintenance of the Funds or Corporation;
f. Salaries, fees and expenses of Directors and executive
officers of the Corporation, other than Advisor Employees;
g. Taxes and corporate fees levied against the Corporation;
h. Brokerage commissions and other expenses associated with
the purchase and sale of portfolio securities for the
Corporation;
i. Expenses, including interest, of borrowing money;
j. Expenses incidental to meetings of the Corporation's
shareholders and the maintenance of the Corporation's
organizational existence;
k. Expenses of printing stock certificates representing shares
of the Corporation and expenses of preparing, printing and
mailing notices, proxy material, reports to regulatory
bodies and reports to shareholders of the Corporation;
l. Expenses of preparing and typesetting of prospectuses of
the Corporation;
m. Expenses of printing and distributing prospectuses to
shareholders of the Corporation;
n. Association membership dues;
o. Insurance premiums for fidelity and other coverage; and
p. Such other legitimate Corporation expenses as the Board of
Directors may from time to time determine are properly
chargeable to the Corporation.
4. Compensation of Advisor.
a. As compensation for the services rendered and obligations
assumed hereunder by the Advisor, the Corporation shall pay
to the Advisor within ten (10) days after the last day of
each calendar month a fee equal on an annualized basis as
shown on Schedule A.
Such fee shall be computed and accrued daily. Upon termination of
this Agreement before the end of any calendar month, the fee for such
period shall be prorated. For purposes of calculating the Advisor's
fee, the daily value of the Corporation's net assets shall be
computed by the same method as the Corporation uses to compute the
value of its net assets in connection with the determination of the
net asset value of Corporation shares.
b. The Advisor reserves the right (i) to waive all or part of
its fee and (ii) to make payments to brokers and dealers in
consideration of their promotional or administrative
services.
5. Activities of the Advisor. The services of the Advisor to the
Corporation hereunder are not to be deemed exclusive, and the Advisor
shall be free to render similar services to others. It is understood
that Directors and officers of the Corporation are or may become
interested in the Advisor as stockholders, officers, or otherwise,
and that stockholders and officers of the Advisor are or may become
similarly interested in the Corporation, and that the Advisor may
become interested in the Corporation as a shareholder or otherwise.
6. Use of Names. The Corporation shall not use the name of the Advisor
in any prospectus, sales literature or other material relating to the
Corporation in any manner not approved prior thereto by the Advisor;
provided, however, that the Advisor shall approve all uses of its
name which merely refer in accurate terms to its appointment
hereunder or which are required by the SEC; and, provided, further,
that in no event shall such approval be unreasonably withheld. The
Advisor shall not use the name of the Corporation or any Corporation
in any material relating to the Advisor in any manner not approved
prior thereto by the Corporation; provided, however, that the
Corporation shall approve all uses of its name which merely refer in
accurate terms to the appointment of the Advisor hereunder or which
are required by the SEC; and, provide, further, that in no event
shall such approval be unreasonably withheld.
7. Liability of the Advisor. Absent willful misfeasance, bad faith,
gross negligence, or reckless disregard of obligations or duties
hereunder on the part of the Advisor, the Advisor shall not be
subject to liability to the Corporation or to any shareholder of the
Corporation for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
8. Force Majeure. The Advisor shall not be liable for delays or errors
occurring by reason of circumstances beyond its control, including
but not limited to acts of civil or military authority, national
emergencies, work stoppages, fire, flood, catastrophe, acts of God,
insurrection, war, riot, or failure of communication or power supply.
In the event of equipment breakdowns beyond its control, the Advisor
shall take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto.
9. Renewal, Termination and Amendment. This Agreement shall continue in
effect with respect to the Corporation, unless sooner terminated as
hereinafter provided, through December 31, 1998, and indefinitely
thereafter if its continuance shall be specifically approved at least
annually by vote of the holders of a majority of the outstanding
voting securities of the Corporation or by vote of a majority of the
Corporation's Board of Directors; and further provided that such
continuance is also approved annually by the vote of a majority of
the Directors who are not parties to this Agreement or interested
persons of the Advisor, cast in person at a meeting called for the
purpose of voting on such approval, or as allowed by law. This
Agreement may be terminated at any time, without payment of any
penalty, by the Corporation's Board of Directors or by a vote of the
majority of the outstanding voting securities of the Corporation upon
60 days' prior written notice to the Advisor and by the Advisor upon
60 days' prior written notice to the Corporation. This Agreement may
be amended at any time by the parties, subject to approval by the
Corporation's Board of Directors and, if required by applicable SEC
rules and regulations, a vote of a majority of the Corporation's
outstanding voting securities. This Agreement shall terminate
automatically in the event of its assignment. The terms "assignment"
and "vote of a majority of the outstanding voting securities" shall
have the meaning set forth for such terms in the 1940 Act.
10. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
11. Miscellaneous. Each party agrees to perform such further actions and
execute such further documents as are necessary to effectuate the
purposes hereof. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of Maryland.
The captions in this Agreement are included for convenience only and
in no way define or delimit any of the provisions hereof or otherwise
affect their construction or effect.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first written above.
CALVERT WORLD VALUES FUND, INC.
CALVERT ASSET MANAGEMENT COMPANY, INC.
- --------------------------------------------------------------------------------
Fee Schedule to the Investment Advisory Agreement
between Calvert Asset Management Company, Inc. and
Calvert World Values Fund, Inc.
As compensation pursuant to Section 4 of the Investment Advisory Agreement
between CAMCO and Calvert World Values Fund, Inc. ("CWVF") dated
_____________, 1999, with respect to each CWVF Portfolio, the Advisor is
entitled to receive from each Portfolio an annual advisory fee (the "Fee") as
shown below. The Fee shall be computed daily and payable monthly, based on the
average daily net assets of the appropriate Portfolio.
CWVF International Equity: 0.75%
0.675% above
$250 million
0.65% above $500
million
CWVF Capital Accumulation 0.65%
- --------------------------------------------------------------------------------
APPENDIX 2
INVESTMENT SUBADVISORY AGREEMENT
INVESTMENT SUBADVISORY AGREEMENT, made this ___ day of ____________,
1999, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware
corporation registered as an investment advisor under the Investment Advisers
Act of 1940 (the "Advisor"), and BROWN CAPITAL MANAGEMENT, INC., a Maryland
corporation (the "Subadvisor").
WHEREAS, the Advisor is the investment advisor to Calvert World
Values Fund, Inc. ("CWVF"), an open-end, diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Advisor desires to retain the Subadvisor to furnish it
with certain investment advisory services in connection with the Advisor's
investment advisory activities on behalf of the Calvert Capital Accumulation
Fund (the "Fund") series of CWVF;
NOW, THEREFORE, in consideration of the promises and the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Services to be Rendered by the Subadvisor to the Fund.
(a) Investment Program. Subject to the control of the CWVF
Board of Directors ("Directors") and the Advisor, the
Subadvisor at its expense continuously will furnish to the
Fund an investment program for such portion, if any, of Fund
assets designated by the Advisor from time to time. With
respect to such assets, the Subadvisor will make investment
decisions, which is subject to Section 1(g) of this
Agreement, and will place all orders for the purchase and
sale of portfolio securities. The Subadvisor will for all
purposes herein be deemed to be an independent contractor
and shall, except as expressly provided or authorized, have
no authority to act for or represent the Fund or the Advisor
in any way or otherwise be deemed an agent of the Fund or
the Advisor. In the performance of its duties, the
Subadvisor will act in the best interests of the Fund and
will comply with (i) applicable laws and regulations,
including, but not limited to, the 1940 Act, and Subchapter
M of the Internal Revenue Code of 1986, as amended, (ii) the
terms of this Agreement, (iii) the Fund's Articles of
Incorporation, Bylaws and Registration Statement as from
time to time amended, (iv) relevant undertakings provided to
State securities regulators, (v) the stated investment
objective, policies and restrictions of the Fund, and (vi)
such other guidelines as the Directors or Advisor may
establish. The Advisor shall be responsible for providing
the Subadvisor with current copies of the materials
specified in Subsections (a)(iii), (iv), (v) and (vi) of
this Section 1.
(b) Availability of Personnel. The Subadvisor at its expense
will make available to the Directors and Advisor at
reasonable times its portfolio managers and other
appropriate personnel, either in person, or, at the mutual
convenience of the Advisor and the Subadvisor, by telephone,
in order to review the Fund's investment policies and to
consult with the Directors and Advisor regarding the Fund's
investment affairs, including economic, statistical and
investment matters relevant to the Subadvisor's duties
hereunder, and will provide periodic reports to the Advisor
relating to the investment strategies it employs.
(c) Expenses, Salaries and Facilities. The Subadvisor will
pay all expenses incurred by it in connection with its
activities under this Agreement (other than the cost of
securities and other investments, including any brokerage
commissions), including but not limited to, all salaries of
personnel and facilities required for it to execute its
duties under this Agreement.
(d) Compliance Reports. The Subadvisor at its expense will
provide the Advisor with such compliance reports relating to
its duties under this Agreement as may be agreed upon by
such parties from time to time.
(e) Valuation. The Subadvisor will assist the Fund and its
agents in determining whether prices obtained for valuation
purposes accurately reflect market price information
relating to the assets of the Fund for which the Subadvisor
has responsibility on a daily basis (unless otherwise agreed
upon by the parties hereto) and at such other times as the
Advisor shall reasonably request.
(f) Executing Portfolio Transactions.
i) Brokerage In selecting brokers and dealers to
execute purchases and sales of investments for the
Fund, the Subadvisor will use its best efforts to
obtain the most favorable price and execution
available in accordance with this paragraph. The
Subadvisor agrees to provide the Advisor and the
Fund with copies of its policy with respect to
allocation of brokerage on trades for the Fund.
Subject to review by the Directors of appropriate
policies and procedures, the Subadvisor may cause
the Fund to pay a broker a commission, for
effecting a portfolio transaction, in excess of the
commission another broker would have charged for
effecting the same transaction. If the first broker
provided brokerage and/or research services,
including statistical data, to the Subadvisor, the
Subadvisor shall not be deemed to have acted
unlawfully, or to have breached any duly created by
this Agreement, or otherwise, solely by reason of
acting according to such authorization.
ii) Aggregate Transactions In executing portfolio
transactions for the Fund, the Subadvisor may, but
will not be obligated to, aggregate the securities
to be sold or purchased with those of its other
clients where such aggregation is not inconsistent
with the policies of the Fund, to the extent
permitted by applicable laws and regulations. If
the Subadvisor chooses to aggregate sales or
purchases, it will allocate the securities as well
as the expenses incurred in the transaction in the
manner it considers to be the most equitable and
consistent with its fiduciary obligations to the
Fund and its other clients involved in the
transaction.
(g) Social Screening. The Advisor is responsible for
screening those investments subject to social screening
("Securities") to determine that the Securities investments
meet the Fund's social investment criteria, as may be
amended from time to time by the Directors. The Subadvisor
will buy only those Securities which the Advisor determines
pass the Fund's social screens.
(h) Voting Proxies. The Subadvisor agrees to take
appropriate action (which may include voting) on all proxies
for the Fund's portfolio investments in a timely manner.
Such action is subject to the direction of the Directors and
Advisor and will be consistent with the social screens and
criteria governing investment selection for the Fund.
(i) Furnishing Information for the Fund's Proxies. The
Subadvisor agrees to provide the Advisor in a timely manner
with all information necessary, including the Subadvisor's
certified balance sheet and information concerning the
Subadvisor's controlling persons, for preparation of the
Fund's proxy statements, as may be needed from time to time.
2. Books and Records.
a) In connection with the purchase and sale of the Fund's
portfolio securities, the Subadvisor shall arrange for the
transmission to the Fund's custodian, and/or the Advisor on
a daily basis, of such confirmations, trade tickets or other
documentation as may be necessary to enable the Advisor to
perform its accounting and administrative responsibilities
with respect to the management of the Fund.
b) Pursuant to Rule 31a-3 under the 1940 Act, Rule 204-2
under the Investment Advisers Act of 1940 and any other
laws, rules or regulations regarding recordkeeping, the
Subadvisor agrees that: (i) all records it maintains for the
Fund are the property of the Fund; (ii) it will surrender
promptly to the Fund or Advisor any such records upon the
Fund's or Advisor's request; (iii) it will maintain for the
Fund the records that the Fund is required to maintain under
Rule 31a-1(b) insofar as such records relate to the
investment affairs of the Fund for which the Subadvisor has
responsibility under this Agreement; and (iv) it will
preserve for the periods prescribed by Rule 31a-2 under the
1940 Act the records it maintains for the Fund.
c) The Subadvisor represents that it has adopted a suitable
Code of Ethics that covers its activities with respect to
its services to the Fund.
3. Exclusivity. Each party and its affiliates may have
advisory, management service or other agreements with other
organizations and persons, and may have other interests and
businesses; provided, however, that during the term of this
Agreement, the Subadvisor will not provide investment
advisory services ("Services") to any other investment
company registered under the 1940 Act ("Mutual Fund")
investing in socially screened securities.
4. Compensation. The Advisor will pay to the Subadvisor as
compensation for the Subadvisor's services rendered pursuant
to this Agreement an annual Subadvisory fee as specified in
one or more Schedules attached hereto and made part of this
Agreement. Such fees shall be paid by the Advisor (and not
by the Fund). Such fees shall be payable for each month
within 15 business days after the end of such month. If the
Subadvisor shall serve for less than the whole of a month,
the compensation as specified shall be prorated. The
Schedules may be amended from time to time, provided that
amendments are made in conformity with applicable laws and
regulations and the Articles of Incorporation and Bylaws of
the Fund. Any change in the Schedule pertaining to any new
or existing series of CWVF shall not be deemed to affect the
interest of any other series and shall not require the
approval of shareholders of any other series.
5. Assignment and Amendment of Agreement. This Agreement
automatically shall terminate without the payment of any
penalty in the event of its assignment or if the Investment
Advisory Agreement between the Advisor and the Fund shall
terminate for any reason. This Agreement shall not be
materially amended unless, if required by Securities and
Exchange Commission rules and regulations, such amendment is
approved by the affirmative vote of a majority of the
outstanding shares of the Fund, and by the vote, cast in
person at a meeting called for the purpose of voting on such
approval, of a majority of the Directors of CWVF who are not
interested persons of the Fund, the Advisor or the
Subadvisor.
6. Duration and Termination of the Agreement. This Agreement
shall become effective upon its execution; provided,
however, that this Agreement shall not become effective with
respect to any series now existing or hereafter created
unless it has first been approved (a) by a vote of the
majority of those Directors of CWVF who are not parties to
this Agreement or interested persons of such party, cast in
person at a meeting called for the purpose of voting on such
approval, and (b) by a vote of a majority of that series'
outstanding voting securities. This Agreement shall remain
in full force and effect continuously thereafter (unless
terminated automatically as set forth in Section 5) except
as follows:
(a) CWVF may at any time terminate this Agreement without
penalty with respect to any or all Funds by providing not
less than 60 days' written notice delivered or mailed by
registered mail, postage prepaid, to the Advisor and the
Subadvisor. Such termination can be authorized by the
affirmative vote of a majority of the (i) Directors of CWVF
or (ii) outstanding voting securities of the applicable
series.
(b) This Agreement will terminate automatically with respect
to a series unless, by January 1, 2000, and at least
annually thereafter, the continuance of the Agreement is
specifically approved by (i) the Directors of CWVF or the
shareholders of such series by the affirmative vote of a
majority of the outstanding shares of such series, and (ii)
a majority of the Directors of CWVF, who are not interested
persons of the Fund, Advisor or Subadvisor, by vote cast in
person at a meeting called for the purpose of voting on such
approval. If the continuance of this Agreement is submitted
to the shareholders of any series for their approval and
such shareholders fail to approve such continuance as
provided herein, the Subadvisor may continue to serve
hereunder in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
(c) The Advisor may at any time terminate this Agreement
with respect to any or all Funds by not less than 60 days'
written notice delivered or mailed by registered mail,
postage prepaid, to the Subadvisor, and the Subadvisor may
at any time terminate this Agreement with respect to any or
all series by not less than 90 days written notice delivered
or mailed by registered mail, postage prepaid, to the
Advisor, unless otherwise mutually agreed in writing.
Upon termination of this Agreement with respect to any Fund, the
duties of the Advisor delegated to the Subadvisor under this
Agreement with respect to such Fund automatically shall revert to the
Advisor.
7. Notification to the Advisor. The Subadvisor promptly shall
notify the Advisor in writing of the occurrence of any of
the following events:
(a) the Subadvisor shall fail to be registered as an
investment advisor under the Investment Advisers Act of
1940, as amended, and under the laws of any jurisdiction in
which the Subadvisor is required to be registered as an
investment advisor in order to perform its obligations under
this Agreement;
(b) the Subadvisor shall have been served or otherwise have
notice of any action, suit, proceeding, inquiry or
investigation, at law or in equity, before or by any court,
public board or body, involving the affairs of the Fund; or
(c) a violation of the Subadvisor's Code of Ethics is
discovered and, again, when action has been taken to rectify
such violation; or
(d) any other event that might affect the ability of the
Subadvisor to provide the services provided for under this
Agreement.
8. Definitions. For the purposes of this Agreement, the terms
"vote of a majority of the outstanding Shares," "affiliated
person," "control," "interested person" and "assignment"
shall have their respective meanings as defined in the 1940
Act and the rules and regulations thereunder subject,
however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act; and the
term "specifically approve at least annually" shall be
construed in a manner consistent with the 1940 Act and the
rules and regulations thereunder.
9. Indemnification. The Subadvisor shall indemnify and hold
harmless the Advisor, the Fund and their respective
directors or trustees, officers and shareholders from any
and all claims, losses, expenses, obligation and liabilities
(including reasonable attorneys fees) arising or resulting
from the Subadvisor's willful misfeasance, bad faith, gross
negligence or reckless disregard of its duties hereunder.
The Advisor shall indemnify and hold harmless the
Subadvisor, the Fund, their respective directors or
trustees, officers and shareholders from any and all claims,
losses, expenses, obligation and liabilities (including
reasonable attorneys fees) arising or resulting from the
Advisor's willful misfeasance, bad faith, gross negligence
or reckless disregard of its duties hereunder or under its
Investment Advisory Agreement with the Fund.
10. Applicable Law and Jurisdiction. This Agreement shall be
governed by Maryland law, and any dispute arising from this
Agreement or the services rendered hereunder shall be
resolved through legal proceedings, whether state, federal,
or otherwise, conducted in the state of Maryland or in such
other manner or jurisdiction as shall be mutually agreed
upon by the parties hereto.
11. Miscellaneous. Notices of any kind to be given to a party
hereunder shall be in writing and shall be duly given if
mailed, delivered or communicated by answer back facsimile
transmission to such party at the address set forth below,
attention President, or at such other address or to such
other person as a party may from time to time specify.
Each party agrees to perform such further acts and execute
such further documents as are necessary to effectuate the
purposes hereof. The captions in this Agreement are included
for convenience only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction
or effect.
IN WITNESS WHEREOF, and have each caused this instrument to be signed
in duplicate on its behalf by its duly authorized representative, all as of
the day and year first above written.
CALVERT ASSET MANAGEMENT COMPANY, INC.
BROWN CAPITAL MANAGEMENT, INC.
- --------------------------------------------------------------------------------
Schedule to the Investment Subadvisory Agreement
between Calvert Asset Management Company, Inc.
and Brown Capital Management, Inc.
As compensation pursuant to Section 4 of the Subadvisory Agreement
between Calvert Asset Management Company, Inc. (the "Advisor") and Brown
Capital Management, Inc. (the "Subadvisor"), the Advisor shall pay the
Subadvisor an annual subadvisory fee, computed daily and payable monthly, at
an annual rate of 0.25% of the average daily net assets of the Calvert Capital
Accumulation Fund.
- --------------------------------------------------------------------------------
<PAGE>
PROXY CARD
The undersigned, revoking previous proxies, hereby appoint(s) William M.
Tartikoff, Esq. and Barbara J. Krumsiek, attorneys, with full power of
substitution, to vote all shares that the undersigned is entitled to vote at
the Special Meeting of Shareholders to be held in the Tenth Floor Conference
Room of Calvert Group, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland
20814 on Wednesday, February 24, 1999 at 10:00 a.m. and at any adjournment
thereof. All powers may be exercised by a majority of the proxy holders or
substitutes voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy Statement.
Receipt of the Notice of the Meeting and the accompanying Proxy Statement is
hereby acknowledged.
You may cast your vote using one of the following methods:
1. By internet (through a secure internet site): www.calvertgroup.com
2. By telephone (through a secure telephone system): call 1-800-368-2745
3. By facsimile: fax to ______________
4. By mail: postage-paid envelope enclosed
5. In person: Wednesday, February 24, 1999
NOTE: If you plan to vote by mail or by facsimile, please sign the proxy card
exactly as your name appears on the card. If you have a joint account, either
person may sign the proxy card. When signing in a fiduciary capacity, such as
executor, administrator, trustee, guardian, etc., please sign your name and
indicate your title. Corporate and partnership proxies should be signed by an
authorized person indicating the person's title.
Date: ________________________, 1999
__________________________________
__________________________________
Signature(s) (and Title(s), if applicable)
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSALS.
As to any other matter, the attorneys shall vote in accordance with their best
judgment.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. To approve a new investment advisory agreement with the investment
advisor, Calvert Asset Management Company, Inc. ("CAMCO").
For [ ] Against [ ] Abstain [ ]
2. To approve a new investment subadvisory agreement between CAMCO and
the investment subadvisor, Brown Capital Management, Inc.
For [ ] Against [ ] Abstain [ ]
3. To authorize CWVF and/or CAMCO to enter into a new and/or materially
amending an existing investment subadvisory agreement in the future
without having to first obtain shareholder approval.
For [ ] Against [ ] Abstain [ ]
4. To approve amended fundamental investment restrictions to (a) delete
restrictions that are no longer required to be fundamental due to
changes in state laws and (b) to add a new fundamental restriction
concerning borrowing.
For all [ ] Against all [ ] Abstain from all [ ]
[ ] To abstain from voting on or to vote against the proposed changes to
one or more of the specific fundamental investment restrictions, but to
approve the others, place an "x" in the box at left and indicate the number(s)
(as set forth in the proxy statement) of the affected investment
restriction(s) on the appropriate line:
I vote against _____________.
I abstain on _____________.
5. To ratify the Board's selection of CWVF auditors,
PricewaterhouseCoopers, L.L.P.
For [ ] Against [ ] Abstain [ ]
<PAGE>
Inside Back Cover:
Investment Advisor
Calvert Asset Management Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
Principal Underwriter
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
Administrator
Calvert Administrative Services Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
