SEC Registration Nos.
811-8924 and 33-87744
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 5 XX
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT ACT OF 1940
Amendment No. 8 XX
Calvert New World Fund, Inc.
(Exact Name of Registrant as Specified in Charter)
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
Registrant's Telephone Number: (301) 951-4881
William M. Tartikoff, Esq.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
(Name and Address of Agent for Service)
It is proposed that this filing will become effective
Immediately upon filing on (date)
pursuant to paragraph (b) pursuant to paragraph (b)
XX 60 days after filing on (date)
pursuant to paragraph (a) pursuant to paragraph (a)
of Rule 485.
<PAGE>
CALVERT NEW AFRICA FUND
PROSPECTUS
JULY 31, 1999
ABOUT THE FUND
2 Investment objective, strategy, past performance
18 Fees and Expenses
22 Investment Practices and Risks
ABOUT YOUR INVESTMENT
32 About the Advisor
32 Subadvisor and Portfolio Management Team
34 Advisory Fees
36 How to Buy Shares
36 Getting Started
36 Choosing a Share Class
38 Calculation of CDSC/Waiver
39 Distribution and Service Fees
40 Account Application
41 Important - How Shares are Priced
41 When Your Account Will be Credited
42 Other Calvert Group Features
(Exchanges, Minimum Account Balance, etc.)
45 Dividends, Capital Gains and Taxes
46 How to Sell Shares
48 Financial Highlights
57 Exhibit A- Reduced Sales Charges (Class A)
59 Exhibit B- Service Fees and
Other Arrangements with Dealers
These securities have not been approved or disapproved by the Securities and
Exchange Commission (SEC) or any State Securities Commission, nor has the SEC or
any State Securities Commission passed on the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense.
<PAGE>
Calvert New Africa Fund
Advisor Calvert-Sloan Advisers, L.L.C.
Subadvisors: New Africa Advisers, Inc. and
Calvert Asset Management Company, Inc.
OBJECTIVE
The Fund seeks to achieve capital appreciation over time through investments
primarily in the emerging market of equity and equity-linked securities and
fixed-income securities of African and African-related companies. This objective
may be changed by the Fund's Board of Directors without shareholder approval.
PRINCIPAL INVESTMENT STRATEGIES
The Fund typically invests at least 65% of its assets in equity securities (such
as common and preferred stock) and equity-linked securities (such as debt that
is convertible into equity) of African and African-related companies. The Fund
defines African and African-related companies as those that are:
-- organized under the laws of an African country,
-- derive at least half of their revenues in Africa,
-- have at least half of their assets located in Africa, or
-- have securities traded principally on a stock exchange in Africa.
The Fund also buys equity securities of multinational companies that do business
in Africa.
The Fund may invest up to 15% of its net assets in direct investments. The
investments are generally privately placed venture capital investments in small,
untried enterprises. Because they are not traded on an exchange and thus have no
readily available market price, direct investments are valued under the
direction and control of the Fund's Board.
PRINCIPAL RISKS
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The Fund is DESIGNED FOR AGGRESSIVE, LONG-TERM INVESTORS who are willing to
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accept above-average risk in order to seek a higher rate of return over time.
Investments in African and African-related issuers involve risk factors and
special considerations not normally associated with investments in United States
issuers.
You could lose money on your investment in the Fund, or the Fund could
underperform for any of the following reasons:
- - The stock markets in African countries go down
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- - The individual stocks in the Fund do not perform as well as expected
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- - Foreign currency values go down versus the U.S. dollar
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- - African securities markets are subject to political and economic
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uncertainty, caused by political transitions, and the possibility of exchange
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controls and significant currency fluctuations.
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- - African securities markets are small compared to the U.S. stock market.
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They can be very illiquid and have high price volatility.
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- - The Fund is non-diversified. Compared to other funds, the Fund may invest
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more of its assets in a smaller number of companies. Gains or losses on a single
- --------------------------------------------------------------------------------
stock may have greater impact on the Fund.
- -------------------------------------------------
- - Direct investments involve a high degree of risk - they are subject to
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liquidity, information, and if a debt investment, credit risk.
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An investment in the Fund is not a bank deposit and is not insured or guaranteed
- --------------------------------------------------------------------------------
by the Federal Deposit Insurance Corporation or any other government agency.
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FUND PERFORMANCE
The bar chart and table below show the Fund's annual returns and its long-term
performance. The chart and table provide some indication of the risks of
investing in the Fund. The chart shows how the performance of the Class A shares
has varied from year to year. The table compares the Fund's performance over
time to that of the Morgan Stanley Capital International (MSCI) South Africa
Index, a widely recognized, unmanaged index of common stock prices. It also
shows the Fund's returns compared to the Lipper Emerging Markets Fund Index, a
composite index of the annual return of mutual funds that have an investment
goal similar to that of the Fund. The Fund's past performance does not
necessarily indicate how the Fund will perform in the future.
The return for the Fund's other classes of shares offered by this prospectus
will differ from the Class A returns shown in the bar chart, depending upon the
expenses of that Class. The bar chart does not reflect any sales charge that you
may be required to pay upon purchase or redemption of the Fund's shares. Any
sales charge will reduce your return. The average total return table shows
returns with the maximum sales charge deducted. No sales charge has been applied
to the indexes used for comparison in the table.
Bar Chart with Year-by-Year Total Return
(Class A return at NAV)
1989 1994 %
1990 1995 %
1991 1996 %
1992 1997 %
1993 1998 %
Best Quarter (of periods shown) Q-- '9-- ---%
Worst Quarter (of periods shown) Q-- '9-- ---%
1999 Year-to-date (through 3-31-99)
Average Annual Total Returns (as of 12-31-98)
(with maximum sales charge deducted)
1 year 5 years 10 years
Calvert New Africa: Class A
Calvert New Africa: Class B
Calvert New Africa: Class C
MSCI South Africa Index
Lipper Emerging Markets
Funds Index
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold
shares of the Fund.
CLASS A CLASS B CLASS C
Shareholder fees (paid directly
from your account)
Maximum sales charge (load)
imposed on purchases
(as a percentage of offering price) 4.75 None None
Maximum deferred sales charge (load) None1 5.00% 2 1.00%3
(as a percentage of purchase or
redemption proceeds, whichever is lower)
Annual fund operating expenses (deducted from Fund assets)
Management fees 4 .
Distribution and service (12b-1) fees.
Other expenses
Total annual fund operating expenses 5
Fee waiver and/or expense reimbursement6 - - -
Net Expenses
EXPLANATION OF FEES AND EXPENSES TABLE
1 Purchases of Class A shares for accounts with $1 million or more are not
subject to front-end sales charges, but may be subject to a 1.0% contingent
deferred sales charge on shares redeemed within 1 year of purchase. (See "How to
Buy Shares - Class A.)
2 A contingent deferred sales charge is imposed on the proceeds of Class B
shares redeemed within 6 years, subject to certain exceptions. The charge is a
percentage of net asset value at the time of purchase or redemption, whichever
is less, and declines from 5% in the first year that shares are held, to 4% in
the second and third year, 3% in the fourth year, 2% in the fifth year, and 1%
in the sixth year. There is no charge on redemptions of Class B shares held for
more than six years. See "Calculation of Contingent Deferred Sales Charge."
3 A contingent deferred sales charge of 1% is imposed on the proceeds of Class C
shares redeemed within one year. The charge is a percentage of net asset value
at the time of purchase or redemption, whichever is less. See "Calculation of
Contingent Deferred Sales Charge."
4 The Management fee has been restated to reflect changes approved by
shareholders in early 1999. See "About Calvert Group - Advisory Fees."
5 Expenses have been restated to reflect expenses expected to be incurred in
1999.
6 Calvert-Sloan has agreed to waive fees and or reimburse expenses (net of any
expense offset arrangements) for the Fund through ____________. The contractual
expense cap is shown as "Net Expenses," this is the maximum amount that may be
charged to the Fund for this period.
ANNUAL FUND OPERATING EXPENSES
Expenses are based on expenses for the Fund's most recent fiscal year, unless
otherwise indicated. Management fees include the Subadvisory fees paid by the
Advisor to the Subadvisors, and the administrative fee paid by the Fund to
Calvert Administrative Services Company, an affiliate of CAMCO, one of the
Subadvisors.
The Fund's Rule 12b-1 fees include an asset-based sales charge. Thus, long-term
shareholders in the Fund may pay more in total sales charges than the economic
equivalent of the maximum front-end sales charge permitted by rules of the
National Association of Securities Dealers, Inc. (the "NASD").
EXAMPLE
This example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The example assumes that:
- - You invest $10,000 in the Fund for the time periods indicated;
- - Your investment has a 5% return each year; and
- - The Fund's operating expenses remain the same.
Although your actual costs may be higher or lower, under these assumptions your
costs would be:
Number of Class A Class B Class B Class C Class C
Years Investment (with (no (with (no
is Held redemp.) redemp.) redemp.) redemp.)
- -------- -------- -------- -------- -------- --------
1
3
5
10
- --
<PAGE>
INVESTMENT PRACTICES AND RISKS
The most concise description of the Fund's principal investment strategies and
associated risks appears under the earlier summary. The Fund is also permitted
to invest in certain other investments and to use certain investment techniques
that have higher risks associated with them.
Direct Investments
The Fund may invest up to 15% of its net assets in Direct Investments. Direct
Investments are privately placed investments in small companies. The Advisor
intends to focus the Direct Investments in South Africa. Direct investments may
take the form of (1) management buyouts of established businesses, (2)
investments in closely -held listed companies that are undervalued relative to
their market value, (3) investments in certain advanced-stage venture capital
situations that are poised for sustained growth, and (4) certain special
investment situations, such as privatizations (a government-owned or
state-controlled entity that is sold to the private sector).
In each Direct Investment, the Fund will seek to ally itself with strong
management, as determined by New Africa Advisers, Inc., either already in place
or recruited for that particular situation. In order to assure an identity of
interest with the Fund, the management of each Direct Investment will be
expected to make a meaningful investment in its company, to the extent possible.
The Fund will aim to enhance the financial performance and value of portfolio
companies by sitting on the board of directors of each Direct Investment, under
the supervision of the Fund Board of Directors and to the extent allowed by law,
and by offering general business and management advice to the management of the
Direct Investment.
The Advisor will try to structure Direct Investments to have a reasonable exit
opportunity - a way out of the investment (since there is no ready market).
Various exit strategies may be used: sale of the business to a third party or
to management; a public offering; or a refinancing of the capital structure.
The holding period for a Direct Investment is expected to range from 5 to 7
years.
There is no regular market for Direct Investments; permission from the
government regulatory authorities is usually necessary for each investment.
While Direct Investments offer the opportunity for significant capital gains,
such investments involve a degree of business and financial risks that can
result in losses. They are also illiquid. Risks include new management,
companies operating with substantial variations in operating results from period
to period, and companies with the need for substantial additional capital to
support expansion or to achieve or maintain a competitive position. These
companies may face intense competition from rivals with greater financial
resources, more extensive research and development, manufacturing, marketing,
and services capabilities, and a larger number of qualified managerial and
technical personnel.
African Economies
The economies of individual African countries may differ from the US economy in
growth of gross domestic product or gross national product, rate of inflation,
capital reinvestment , resource self-sufficiency, structural unemployment, and
balance of payments position. The economies of African countries may also be
affected to a greater extent than in other countries by price fluctuations of a
single commodity. Severe cyclical climactic conditions, particularly drought,
may also affect the economies of African countries. Business entities in some
African countries do not have a significant history of operating in
market-oriented economies, and the ultimate impact of some African countries'
attempts to move toward more market-oriented economies is currently unclear.
The South African economy is substantially more developed than that of other
African countries. The Advisor expects a significant portion of the Fund's
assets to be invested in South Africa. The Fund's performance may be
significantly affected by the economic, social, and political developments in
South Africa.
African Securities Markets
The securities markets of African countries are comparatively small, with the
majority of market capitalization and trading volume concentrated in a small
number of companies. In many African countries, including South African and
Zimbabwe, a small number of institutional investors hold positions in
publicly-held companies in that particular country representing a substantial
portion of the total market capitalization of listed securities. This factor,
together with significant exchange control limitations on the ability of such
investors to invest outside their home countries and the increased investment in
certain African issuers by foreign investors, will limit the securities
available for purchase by the Fund. Theses factors and may cause the Fund's
investment portfolio to experience greater price volatility and lower liquidity
than a portfolio invested only in securities of a US company.
Trading volume in African securities is substantially less than that in the
United States. However, during periods of price volatility and low liquidity in
the markets, securities settlements and clearance may be subject to delays and
related administrative uncertainties, such as share registration and delivery
delays. This could result in temporary periods when Fund assets are not
invested and no return is earned.
Currency Risks
Foreign securities involve currency risks. The US dollar value of a foreign
security tends to decrease when the value of the dollar rises against the
foreign currency in which the security is denominated and tends to increase when
the value of the dollar falls against such currency. Fluctuations in exchange
rates may also affect the earning power and asset value of the foreign entity
issuing the security. Dividend and interest payments may be returned to the
country of origin, based on the exchange rate at the time of disbursement, and
restrictions on capital flows may be imposed. Losses and other expenses may be
incurred in converting between various currencies in connections with purchases
and sales of foreign securities.
General Foreign Security Risks
There are substantial and different risks involved in investing in foreign
securities. You should consider these risks carefully. For example, there is
generally less publicly available information about foreign companies than is
available about companies in the US. Foreign companies are not subject to
uniform audit and financial reporting standards, practices and requirements
comparable to those in the US.
Foreign stock markets are generally not as developed or efficient as those in
the US. In most foreign markets volume and liquidity are less than in the US
and, at times, volatility of price can be greater than that in the US.
Commissions on foreign stock exchanges are generally higher than on US
exchanges. There is generally less government supervision and regulation of
foreign stock exchanges, brokers and companies than in the US.
The dividends and interest payable on certain of the Fund's foreign securities
may be subject to foreign withholding taxes, thus reducing the net amount
available for distribution to the Fund's shareholders. You should understand
that the expense ratio of the Fund can be expected to be higher than those of
investment companies investing only in domestic securities since the costs of
operations are higher.
There is also the possibility of adverse change in investment or exchange
control regulations, nationalization, expropriation or confiscatory taxation,
limitations on the removal of funds or other assets, political or social
instability, or diplomatic developments which could adversely affect
investments, assets or securities transactions of the Fund. In the event of
expropriation, nationalization, or other confiscation, the Fund could lose its
entire investment in the country involved.
<PAGE>
Investment Practices and Related Risks Table
On the following pages are brief descriptions of the investments and
techniques, summarized earlier, along with certain additional investment
techniques and their risks. For each of the investment practices listed, the
table below shows the Fund's limitations as a percentage of its assets and the
principal types of risk involved. (See the pages following the table for a
description of the types of risks). Numbers in this table show maximum allowable
amount only; for actual usage, consult the Fund's annual/semi-annual reports.
KEY TO TABLE
@ Fund currently uses
0 Permitted, but not typically used
(% of assets allowable, if restricted)
- -- Not permitted
xN Allowed up to x% of fund's net assets
xT Allowed up to x% of Fund's total assets
NA Not applicable to this type of fund
INVESTMENT PRACTICES
- ---------------------
ACTIVE TRADING STRATEGY/TURNOVER involves selling a security soon after
purchase. An active trading strategy causes a fund to have higher portfolio
turnover compared to other funds and higher transaction costs, such as
commissions and custodian and settlement fees, and may increase a Fund's tax
liability. RISKS: OPPORTUNITY, MARKET AND TRANSACTION.
0
-
TEMPORARY DEFENSIVE POSITIONS.
During adverse market, economic or political conditions, the Fund may depart
from its principal investment strategies by increasing its investment in U.S.
government securities and other short-term interest-bearing securities. During
times of any temporary defensive positions, a Fund may not be able to achieve
its investment objective RISKS: OPPORTUNITY. 0
CONVENTIONAL SECURITIES
FOREIGN SECURITIES. Securities issued by companies located outside the U.S.
and/or traded primarily on a foreign exchange. RISKS: MARKET, CURRENCY,
TRANSACTION, LIQUIDITY, INFORMATION AND POLITICAL. @
-
SMALL CAP STOCKS. Investing in small companies involves greater risk than with
more established companies. Small cap stock prices are more volatile and the
companies often have limited product lines, markets, financial resources, and
management experience. RISKS: MARKET, LIQUIDITY AND INFORMATION.
@
-
INVESTMENT GRADE BONDS. Bonds rated BBB/Baa or higher or comparable unrated
bonds. RISKS: INTEREST RATE, MARKET AND CREDIT.
0
20T
BELOW-INVESTMENT GRADE BONDS. Bonds rated below BBB/Baa or comparable unrated
bonds are considered junk bonds. They are subject to greater credit risk than
investment grade bonds. RISKS: CREDIT, MARKET, INTEREST RATE, LIQUIDITY AND
INFORMATION. 0
20T1
UNRATED DEBT SECURITIES. Bonds that have not been rated by a recognized rating
agency; the Advisor has determined the credit quality based on its own research.
RISKS: CREDIT, MARKET, INTEREST RATE, LIQUIDITY AND INFORMATION.
0
20T1
----
ILLIQUID SECURITIES. Securities which cannot be readily sold because there is no
active market. RISKS: LIQUIDITY, MARKET AND TRANSACTION. @
15N
---
1 20% limit applies to all fixed-income, all of which may be below investment
grade.
LEVERAGED DERIVATIVE INSTRUMENTS CURRENCY CONTRACTS. Contracts involving the
right or obligation to buy or sell a given amount of foreign currency at a
specified price and future date. RISKS: CURRENCY, LEVERAGE, CORRELATION,
LIQUIDITY AND OPPORTUNITY.
0
-
OPTIONS ON SECURITIES AND INDICES. Contracts giving the holder the right but not
the obligation to purchase or sell a security (or the cash value, in the case of
an option on an index) at a specified price within a specified time. In the case
of selling (writing) options, the Funds will write call options only if they
already own the security (if it is "covered"). RISKS: INTEREST RATE, CURRENCY,
MARKET, LEVERAGE, CORRELATION, LIQUIDITY, CREDIT AND OPPORTUNITY.
5T2
---
FUTURES CONTRACT. Agreement to buy or sell a specific amount of a commodity or
financial instrument at a particular price on a specific future date. RISKS:
INTEREST RATE, CURRENCY, MARKET, LEVERAGE, CORRELATION, LIQUIDITY AND
OPPORTUNITY.
0
5T
--
2 Based on net premium payments.
The Fund has additional investment policies and restrictions (for example,
repurchase agreements, borrowing, pledging, and reverse repurchase agreements,
and securities lending.) These policies and restrictions are discussed in the
SAI.
TYPES OF INVESTMENT RISK
CORRELATION RISK
This occurs when a Fund "hedges"- uses one investment to offset the Fund's
position in another. If the two investments do not behave in relation to one
another the way Fund managers expect them to, then unexpected or undesired
results may occur. For example, a hedge may eliminate or reduce gains as well as
offset losses.
CREDIT RISK
The risk that the issuer of a security or the counterparty to an investment
contract may default or become unable to pay its obligations when due.
CURRENCY RISK
Currency risk occurs when a Fund buys, sells or holds a security denominated in
foreign currency. Foreign currencies "float" in value against the U.S. dollar.
Adverse changes in foreign currency values can cause investment losses when a
Fund's investments are converted to U.S. dollars.
EXTENSION RISK
The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed security beyond the expected prepayment time, typically reducing
the security's value.
INFORMATION RISK
The risk that information about a security or issuer or the market might not be
available, complete, accurate or comparable.
INTEREST RATE RISK
The risk that changes in interest rates will adversely affect the value of an
investor's securities. When interest rates rise, the value of fixed-income
securities will generally fall. Conversely, a drop in interest rates will
generally cause an increase in the value of fixed-income securities. Longer-term
securities and zero coupon/"stripped" coupon securities ("strips") are subject
to greater interest rate risk.
LEVERAGE RISK
The risk that occurs in some securities or techniques which tend to magnify the
effect of small changes in an index or a market. This can result in a loss that
exceeds the amount actually invested.
LIQUIDITY RISK
The risk that occurs when investments cannot be readily sold. A Fund may have to
accept a less-than-desirable price to complete the sale of an illiquid security
or may not be able to sell it at all.
MANAGEMENT RISK
The risk that a Fund's portfolio management practices might not work to achieve
their desired result.
MARKET RISK
The risk that securities prices in a market, a sector or an industry will
fluctuate, and that such movements might reduce an investment's value.
OPPORTUNITY RISK
The risk of missing out on an investment opportunity because the assets needed
to take advantage of it are committed to less advantageous investments or
strategies.
POLITICAL RISK
The risk that may occur with foreign investments, and means that the value of an
investment may be adversely affected by nationalization, taxation, war,
government instability or other economic or political actions or factors.
PREPAYMENT RISK
The risk that unanticipated prepayments may occur, reducing the value of a
mortgage-backed security. The Fund must then reinvest those assets at the
current, market rate which may be lower.
TRANSACTION RISK
The risk that a Fund may be delayed or unable to settle a transaction or that
commissions and settlement expenses may be higher than usual.
SOCIAL PHILOSOPHY - CALVERT'S VISION AND JOURNEY
- ------------------------------------------------------
The Fund is the first open-ended mutual fund to invest primarily in Africa. The
Fund's investment objective supports basic economic development by investing in
and assisting the growth of African companies, by providing capital and creating
jobs. As a member of the Calvert Group of Funds, Calvert New Africa Fund's
capital investments in Africa are directed to specific economic development
goals. The Fund views positively companies that are making progress towards
black economic empowerment and positive employee relations in Africa. As an
investor, the Fund will also encourage companies in which it invests to
demonstrate positive leadership in areas like the environment and treatment of
employees. The Fund's investments, both through direct investment opportunities
and through the ownership of publicly traded securities, seek to catalyze
economic empowerment and improve the quality of life for the people of Africa.
ABOUT THE ADVISOR
- -------------------
Calvert-Sloan Advisers, L.L.C., 4550 Montgomery Avenue, Suite 1000N, Bethesda,
MD 20814 is the Fund's Advisor. The Advisor provides the Fund with investment
supervision and management and office space; furnishes executive and other
personnel to the Fund; and pays the salaries and fees of all Directors who are
affiliated persons of the Advisor. Calvert Group, Ltd. and Sloan Holdings, Inc.,
jointly own Calvert-Sloan Advisers, L.L.C.
SUBADVISORS AND PORTFOLIO MANAGEMENT TEAM
- ---------------------------------------------
New Africa Advisers, Inc. ("NAA"), 103 West Main Street, Durham, NC 27701 is one
of the Fund's Subadvisors. It is responsible for asset allocation and selection
of the specific investments for the Fund. NAA also has offices in Johannesburg,
South Africa. Sloan Financial Group, Inc ("SFG") wholly owns NAA.
SFG, headquartered in Durham, North Carolina, is the nation's largest
minority-owned financial services firm. Founded in 1986 by Maceo K. Sloan,
(Chairman, President, and Chief Executive Officer), the company's roots date
back to 1898 when Sloan's ancestors founded North Carolina Mutual Life Insurance
Company, the nation's largest minority-owned insurance firm. Presently, Sloan
Financial Group contains two investment management subsidiaries, NCM Capital
Management Group, Inc., and NAA. SFG subsidiaries currently manage assets of
approximately $4.4 billion and the firm's client base includes many of the
nation's largest employee benefit, foundation, and endowment plans.
Investment selections for the Fund are made by a team, led by Maceo K. Sloan,
Chairman of New Africa Advisers, Inc. Mr. Sloan's 25-year career in the
investment management industry began at North Carolina Mutual Life Insurance
Company where he held positions including Investment Analyst, Treasurer, Vice
President, and Chief Investment Officer. Presently, he serves as Chairman,
President, and Chief Executive Officer of Sloan Financial Group and NCM Capital
Management Group, Inc. He is a regular panelist on the PBS program Wall Street
Week in Review with Louis Rukeyser and has been a panelist and has chaired
several conferences concerning investment opportunities in South Africa.
Calvert Asset Management Company ("CAMCO"), 4550 Montgomery Avenue, Suite 1000N,
Bethesda, MD 20814 is the Fund's other Subadvisor. CAMCO manages the US dollar
portion of the Fund's cash reserves. Calvert Group Ltd. wholly owns CAMCO. CAMCO
has been managing mutual funds since 1976. CAMCO is the investment advisor for
over 25 mutual funds, including the first and largest family of socially
screened funds. As of December 31, 1998, CAMCO had $6 billion in assets under
management.
CAMCO uses a team approach to its cash management of the Fund. Reno J. Martini,
Senior Vice President and Chief Investment Officer, heads this team and oversees
the investment management of all Calvert Funds for CAMCO. Mr. Martini has over
18 years of experience in the investment industry and has been the head of
CAMCO's asset management team since 1985.
The Fund has obtained an exemptive order from the Securities and Exchange
Commission to permit the Fund, pursuant to approval by the Board of Directors,
to enter into and materially amend contracts with the Fund's Subadvisors without
shareholder approval. See "Investment Advisor and Subadvisor" in the SAI for
further details.
ADVISORY FEES
The annual advisory fee paid to Calvert-Sloan Advisers, L.L.C. by the Fund for
the most recent fiscal year was ____% of the Fund's average daily net assets.
The advisory agreement was changed by a vote of shareholders in March 1999 to
eliminate the performance fee adjustment.
A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, Calvert-Sloan Advisers, L.L.C. and its service
providers use computer systems for all aspects of our business -- processing
shareholder and fund transactions, fund accounting, executing trades, and
pricing securities, just to name a few. Many current software programs cannot
distinguish between the year 2000 and the year 1900. This can cause problems
with retirement plan distributions, dividend payment software, transaction
software, and numerous other areas that could impact the Funds. Calvert Group
has been reviewing all of its computer systems for Y2K compliance. Although, at
this time, there can be no assurance that there will be no negative impact on
the Funds, the Advisor, the underwriter, transfer agent and custodian have
advised the Funds that they have been actively working on any necessary changes
to their computer systems to prepare for Y2K and expect that their systems, and
those of their outside service providers, will be adapted in time for that
event. For more information, please visit our website at www.calvertgroup.com.
---------------------
HOW TO BUY SHARES
GETTING STARTED - BEFORE YOU OPEN AN ACCOUNT
You have a few decisions to make before you open an account in a mutual fund.
First, decide which fund or funds best suits your needs and your goals.
Second, decide what kind of account you want to open. Calvert offers individual,
joint, trust, Uniform Gifts/Transfers to Minor Accounts, Traditional, Education
and Roth IRAs, Qualified Profit-Sharing and Money Purchase Plans, SIMPLE IRAs,
SEP-IRAs, 403(b)(7) accounts, and several other types of accounts. Minimum
investments are lower for the retirement plans.
Then decide which class of shares is best for you.
You should make this decision carefully, based on:
- - the amount you wish to invest;
- - the length of time you plan to keep the investment; and
- - the Class expenses.
Choosing a Share Class
The Fund in this prospectus offer three different Classes (Class A, B, or C).
This chart shows the difference in the Classes and the general types of
investors who may be interested in each Class:
CLASS A: FRONT-END SALES CHARGE CLASS B: DEFERRED SALES CHARGE FOR 6 YEARS
CLASS C: DEFERRED SALES CHARGE FOR 1 YEAR
For all investors, particularly those investing a substantial amount who plan to
hold the shares for a long period of time. For investors who plan to hold
the shares at least 6 years. The expenses of this class are higher than Class A,
because of the 12b-1 fee. For investors who are investing for at least one
year, but less than six years. The expenses of this Class are higher than Class
A, because of the 12b-1 fee.
Sales charge on each purchase of 4.75% or less, depending on the amount you
invest. No sales charge on each purchase, but if you sell your shares within
6 years, you will pay a deferred sales charge of 5% or less on shares you sell.
No sales charge on each purchase, but if you sell shares within 1 year, then you
will pay a deferred sales charge of 1% at that time.
Class A shares have an annual 12b-1 fee of up to 0.25%. Class B shares have
an annual 12b-1 fee of 1.00%. Class C shares have an annual 12b-1 fee of
1.00%.
Class A shares have lower annual expenses due to a lower 12b-1 fee. Your
shares will automatically convert to Class A shares after 8 years, reducing your
future annual expenses. Class C shares have higher annual expenses than
Class A and there is no automatic conversion to Class A.
Purchases of Class A shares at NAV for accounts with $1,000,000 or more will be
subject to a 1.0% deferred sales charge for 1 year. If you are investing
more than $250,000, you should consider investing in Class A or C. If you
are investing more than $100,000, you should invest in Class A.
CLASS A
If you choose Class A, you will pay a sales charge at the time of each purchase.
This table shows the charges both as a percentage of offering price and as a
percentage of the amount you invest. The term "offering price" means the NAV per
share plus the front-end sales charge. If you invest more, the sales charge will
be lower. For example, if you invest more than $50,000, or if your cumulative
purchases or the value in your account is more than $50,000,4 then the sales
charge is reduced to 3.75%.
NEW AFRICA:
YOUR INVESTMENT IN SALES CHARGE % % OF AMT.
CLASS A SHARES OF OFFERING PRICE INVESTED
Less than $50,000 4.75% 4.99%
$50,000 but less than $100,000 3.75% 3.90%
$100,000 but less than $250,000 2.75% 2.83%
$250,000 but less than $500,000 1.75% 1.78%
$500,000 but less than $1,000,000 1.00% 1.01%
$1,000,000 and over None* None*
4 This is called "Rights of Accumulation." The sales charge is calculated by
taking into account not only the dollar amount of the new purchase of shares,
but also the higher of cost or current value of shares you have previously
purchased in Calvert Group Funds that impose sales charges. This automatically
applies to your account for each new purchase of Class A shares.
* Purchases of Class A shares at NAV for accounts with $1,000,000 or more are
subject to a one year CDSC of 1.00%. See the "Calculation of Contingent Deferred
Sales Charge and Waiver of Sales Charges."
The Class A front-end sales charge may be waived for certain purchases or
investors, such as participants in certain group retirement plans or other
qualified groups and clients of registered investment advisers. For details on
these and other purchases that may qualify for a reduced sales charge, see
Exhibit A.
CLASS B
If you choose Class B, there is no front-end sales charge like Class A, but if
you sell the shares within the first 6 years, you will have to pay a "contingent
deferred" sales charge ("CDSC"). Keep in mind that the longer you hold the
shares, the less you will have to pay in deferred sales charges.
Time Since Purchase New Africa
- --------------------- -----------
CDSC %
-------
1st year 5%
--
2nd year 4%
--
3rd year 4%
--
4th year 3%
--
5th year 2%
--
6th year 1%
--
After 6 years None
- --------------- ----
CALCULATION OF CONTINGENT DEFERRED SALES CHARGE AND WAIVER OF SALES CHARGES
The CDSC will not be charged on shares you received as dividends or from capital
gains distributions or on any capital appreciation (gain in the value) of shares
that are sold.
Shares that are not subject to the CDSC will be redeemed first, followed by
shares you have held the longest. The CDSC is calculated by determining the
share value at both the time of purchase and redemption and then multiplying
whichever value is less by the percentage that applies as shown above. If you
choose to sell only part of your shares, the capital appreciation for those
shares only is included in the calculation, rather than the capital appreciation
for the entire account.
The CDSC on Class B Shares will be waived in the following circumstances:
- - Redemption upon the death or disability of the shareholder, plan
participant, or beneficiary.1
- - Minimum required distributions from retirement plan accounts for
shareholders 70 1/2 and older.2
- - The return of an excess contribution or deferral amounts, pursuant to
sections 408(d)(4) or (5), 401(k)(8), 402(g)(2), or 401(m)(6) of the Internal
Revenue Code.
- - Involuntary redemptions of accounts under procedures set forth by the
Fund's Board of Trustees/Directors.
- - A single annual withdrawal under a systematic withdrawal plan of up to 10%
of the shareholder's account balance.3
1 "Disability" means a total disability as evidenced by a determination by the
federal Social Security Administration.
2 The maximum amount subject to this waiver is based only upon the shareholder's
Calvert Group retirement accounts.
3 This systematic withdrawal plan requires a minimum account balance of $50,000
to be established.
CLASS C
If you choose Class C, there is no front-end sales charge like Class A, but if
you sell the shares within the first year, you will have to pay a 1% CDSC. Class
C may be a good choice for you if you plan to buy shares and hold them for at
least 1 year, but not more than five or six years.
DISTRIBUTION AND SERVICE FEES
The Fund has adopted a plan under Rule 12b-1 of the Investment Company Act of
1940 that allows the Fund to pay distribution fees for the sale and distribution
of its shares. The distribution plan also pays service fees to persons (such as
your financial professional) for services provided to shareholders. Because
these fees are paid out of a Fund's assets on an ongoing basis, over time, these
fees will increase the cost of your investment and may cost you more than paying
other types of sales charges. Please see Exhibit B for more service fee
information.
The table below shows the maximum annual percentage payable under the
distribution plan, and the amount actually paid by the Fund for the most recent
fiscal year. The fees are based on average daily net assets of the particular
Class.
Maximum Payable under Plan/Amount Actually Paid
Class A Class B Class C
-------- -------- --------
0.25%/_____% 1.00%/1.00% 1.00%/1.00%
NEXT STEP - ACCOUNT APPLICATION
Complete and sign an application for each new account. When multiple classes of
shares are offered, please specify which class you wish to purchase. For more
information, contact your broker or our shareholder services department at
800-368-2748.
Minimum To Open an Account Minimum additional
investments -$250
CNWF Africa $2,000
Please make your check payable
to the Fund and mail it to:
New Accounts Subsequent Investments
(include application) (include investment slip)
Calvert Group Calvert Group
P.O. Box 419544 P.O. Box 419739
Kansas, City MO Kansas City, MO
64141-6544 64141-6739
By Registered, Calvert Group
Certified, or c/o NFDS,
Overnight Mail 330 West 9th St.
Kansas City, MO 64105-1807
At the Calvert Office Visit the Calvert Office to make
investments by check. See the back
cover page for the address.
IMPORTANT - HOW SHARES ARE PRICED
The price of shares is based on the Fund's net asset value ("NAV"). NAV is
computed by adding the value of the Fund's holdings plus other assets,
subtracting liabilities, and then dividing the result by the number of shares
outstanding. The NAV of each class will be different, depending on the number of
shares outstanding for each class.
Portfolio securities and other assets are valued based on market quotations,
except that securities maturing within 60 days are valued at amortized cost. If
market quotations are not readily available, securities are valued by a method
that the Fund's Board of Trustees/Directors believes accurately reflects fair
value.
The NAV is calculated as of the close of each business day, which coincides with
the closing of the regular session of the New York Stock Exchange ("NYSE")
(normally 4 p.m. ET). The Fund is open for business each day the NYSE is open.
Please note that there are some federal holidays, however, such as Columbus Day
and Veterans' Day, when the NYSE is open and the Fund is open but purchases
cannot be received because the banks and post offices are closed.
The Fund holds securities that are primarily listed on foreign exchanges that
trade on days when the NYSE is closed. The Fund does not price shares on days
when the NYSE is closed, even if foreign markets may be open. As a result, the
value of the Fund's shares may change on days when you will not be able to buy
or sell your shares.
WHEN YOUR ACCOUNT WILL BE CREDITED
Your purchase will be processed at the NAV next calculated after your order is
received in good order. All of your purchases must be made in US dollars. No
cash will be accepted. No credit card or credit loan checks will be accepted.
Each Fund reserves the right to suspend the offering of shares for a period of
time or to reject any specific purchase order. As a convenience, check purchases
received at Calvert's office in Bethesda, Maryland will be sent by overnight
delivery to the Transfer Agent and will be credited the next business day upon
receipt. Any check purchase received without an investment slip may cause
delayed crediting. If your check does not clear your bank, your purchase will be
canceled and you will be charged a $10 fee plus any costs incurred. All
purchases will be confirmed and credited to your account in full and fractional
shares (rounded to the nearest 1/1000th of a share).
OTHER CALVERT GROUP FEATURES
CALVERT INFORMATION NETWORK
FOR 24 HOUR PERFORMANCE AND ACCOUNT INFORMATION CALL 800-368-2745 OR VISIT
HTTP://WWW.CALVERTGROUP.COM
You can obtain current performance and pricing information, verify account
balances, and authorize certain transactions with the convenience of one phone
call, 24 hours a day.
ACCOUNT SERVICES
By signing up for services when you open your account, you avoid having to
obtain a signature guarantee. If you wish to add services at a later date, a
signature guarantee to verify your signature may be obtained from any bank,
trust company and savings and loan association, credit union, broker-dealer firm
or member of a domestic stock exchange. A notary public cannot provide a
signature guarantee.
CALVERT MONEY CONTROLLER
Calvert Money Controller allows you to purchase or sell shares by electronic
funds transfer without the time delay of mailing a check or the added expense of
a wire. Use this service to transfer up to $300,000 electronically. Allow one or
two business days after you place your request for the transfer to take place.
Money transferred to purchase new shares will be subject to a hold of up to 10
business days before redemption requests will be honored. Transaction requests
must be received by 4 p.m. ET. You may request this service on your initial
account application. Calvert Money Controller transactions returned for
insufficient funds will incur a $25 charge.
TELEPHONE TRANSACTIONS
You may purchase, redeem, exchange shares, wire funds and use Calvert Money
Controller by telephone if you have pre-authorized service instructions. You
receive telephone privileges automatically when you open your account unless you
elect otherwise. For our mutual protection, the Fund, the shareholder servicing
agent and their affiliates use precautions such as verifying shareholder
identity and recording telephone calls to confirm instructions given by phone. A
confirmation statement is sent for most transactions; please review this
statement and verify the accuracy of your transaction immediately.
EXCHANGES
Calvert Group offers a wide variety of investment options that includes common
stock funds, tax-exempt and corporate bond funds, and money market funds (call
your broker or Calvert representative for more information). We make it easy for
you to purchase shares in other Calvert funds if your investment goals change.
The exchange privilege offers flexibility by allowing you to exchange shares on
which you have already paid a sales charge from one Calvert mutual fund to
another at no additional charge.
Complete and sign an account application, 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.
BEFORE YOU MAKE AN EXCHANGE, PLEASE NOTE THE FOLLOWING:
Each exchange represents the sale of shares of one Fund and the purchase of
shares of another. Therefore, you could realize a taxable gain or loss.
You may exchange shares acquired by reinvestment of dividends or distributions
into another Calvert Fund at no additional charge.
Shares may only be exchanged for shares of the same class of another Calvert
Fund.
No CDSC is imposed on exchanges of shares subject to a CDSC at the time of the
exchange. The applicable CDSC is imposed at the time the shares acquired by the
exchange are redeemed.
Shareholders (and those managing multiple accounts) who make two purchases and
two redemptions of shares of the same Fund during any six-month period will be
given written notice and may be prohibited from placing additional investments.
This policy does not prohibit a shareholder from redeeming shares of any Fund,
and does not apply to trades solely between money market funds.
The Fund reserves the right to terminate or modify the exchange privilege with
60 days' written notice.
COMBINED GENERAL MAILINGS (Householding)
Multiple accounts with the same social security number will receive one mailing
per household of information such as prospectuses and semi-annual and annual
reports. You may request further grouping of accounts to receive fewer mailings.
Separate statements will be generated for each separate account and will be
mailed in one envelope for each combination above.
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 or a stop payment on a draft. You may be required to pay a fee for
these special services; for example, the fee for stop payments is $25.
If you are purchasing shares through a program of services offered by a
broker/dealer or financial institution, you should read the program materials
together with this Prospectus. Certain features may be modified in these
programs. Investors may be charged a fee if they effect transactions in Fund
shares through a broker or agent.
MINIMUM ACCOUNT BALANCE
Please maintain a balance in each of your Fund accounts of at least $1,000 per
class. If the balance in your account falls below the minimum during a month,
your account may be closed and the proceeds mailed to the address of record. You
will receive notice that your account is below the minimum, and will be closed
if the balance is not brought up to the required minimum amount within 30 days.
DIVIDENDS, CAPITAL GAINS AND TAXES
The Fund pays dividends from its net investment income annually. Net investment
income consists of interest income, net short-term capital gains, if any, and
dividends declared and paid on investments, less expenses. Distributions of net
short-term capital gains (treated as dividends for tax purposes) and net
long-term capital gains, if any, are normally paid once a year; however, the
Fund does not anticipate making any such distributions unless available capital
loss carryovers have been used or have expired. Dividend and distribution
payments will vary between classes; dividend payments are anticipated to be
generally higher for Class A shares.
Dividend payment options
Dividends and any distributions are automatically reinvested in the same Fund at
NAV (without sales charge), unless you elect to have amounts of $10 or more paid
in cash (by check or by Calvert Money Controller). Dividends and distributions
from any Calvert Group Fund may be automatically invested in an identically
registered account in any other Calvert Group Fund at NAV. If reinvested in the
same account, new shares will be purchased at NAV on the reinvestment date,
which is generally 1 to 3 days prior to the payment date. You must notify the
Funds in writing to change your payment options. If you elect to have dividends
and/or distributions paid in cash, and the US Postal Service returns the check
as undeliverable, it, as well as future dividends and distributions, will be
reinvested in additional shares. No dividends will accrue on amounts represented
by uncashed distribution or redemption checks.
Buying a Dividend
At the time of purchase, the share price of each class may reflect undistributed
income, capital gains or unrealized appreciation of securities. Any income or
capital gains from these amounts which are later distributed to you are fully
taxable. On the record date for a distribution, share value is reduced by the
amount of the distribution. If you buy shares just before the record date
("buying a dividend") you will pay the full price for the shares and then
receive a portion of the price back as a taxable distribution.
Federal Taxes
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 during the
past year. Generally, dividends and distributions are taxable in the year they
are paid. However, any dividends and distributions paid in January but declared
during the prior three months are taxable in the year declared. 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 shares.
You may realize a capital gain or loss when you sell or exchange shares. This
capital gain or loss will be short- or long-term, depending on how long you have
owned the shares which were sold. In January, the Fund will mail you Form 1099-B
indicating the total amount of all sales, including exchanges. You should keep
your annual year-end account statements to determine the cost (basis) of the
shares to report on your tax returns.
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 US 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 us
to withhold 31% of your reportable dividends, and 31% of certain redemptions. In
addition, you may be subject to a fine by the Internal Revenue Service. 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 (closed) at the current NAV on the date of
redemption. Calvert Group reserves the right to reject any new account or any
purchase order for failure to supply a certified TIN.
HOW TO SELL SHARES
You may redeem all or a portion of your shares on any day your Fund is open for
business, provided the amount requested is not on hold. When you purchase by
check or with Calvert Money Controller (electronic funds transfer), the purchase
will be on hold for up to 10 business days from the date of receipt. During the
hold period, redemptions proceeds will not be sent until the Transfer Agent is
reasonably satisfied that the purchase payment has been collected. Your shares
will be redeemed at the NAV next calculated after your redemption request is
received (less any applicable CDSC). The proceeds will normally be sent to you
on the next business day, but if making immediate payment could adversely affect
your Fund, it may take up to seven (7) days to make payment. Calvert Money
Controller redemptions generally will be credited to your bank account by the
second business day after your phone call. 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 affected Fund, whichever is
less. When the NYSE 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. Please note that there
are some federal holidays, however, such as Columbus Day and Veterans' Day, when
the NYSE is open and the Fund is open but redemptions cannot be mailed or wired
because the post offices and banks are closed.
Follow these suggestions to ensure timely processing of your redemption request:
By Telephone
You may redeem shares from your account by telephone and have your money mailed
to your address of record or electronically transferred or wired to a bank you
have previously authorized. A charge of $5 may be imposed on wire transfers of
less than $1,000.
Written Requests
Calvert Group, P.O. Box 419544, Kansas City, MO 64141-6544
Your letter should include your account number and fund and the number of shares
or the dollar amount you are redeeming. Please provide a daytime telephone
number, if possible, for us to call if we have questions. If the money is being
sent to a new bank, person, or address other than the address of record, your
letter must be signature guaranteed.
Systematic Check Redemptions
If you maintain an account with a balance of $10,000 or more, you may have up to
two (2) redemption checks for a fixed amount sent to you on the 15th of the
month, simply by sending a letter with all information, including your account
number, and the dollar amount ($100 minimum). If you would like a regular check
mailed to another person or place, your letter must be signature guaranteed.
Unless they otherwise qualify for a waiver, Class B or Class C shares redeemed
by Systematic Check Redemption will be subject to the Contingent Deferred Sales
Charge.
Corporations and Associations
Your letter of instruction and corporate resolution should be signed by
person(s) authorized to act on the account, accompanied by signature
guarantee(s).
Trusts
Your letter of instruction should be signed by the Trustee(s) (as Trustee(s)),
with a signature guarantee. (If the Trustee's name is not registered on your
account, please provide a copy of the trust document, certified within the last
60 days.)
Through your Dealer
Your dealer must receive your request before the close of regular trading on the
NYSE to receive that day's NAV. Your dealer will be responsible for furnishing
all necessary documentation to Calvert Group and may charge you for services
provided.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Fund's
financial performance for the past 5 fiscal years (or if shorter, the period of
the Fund's operations). The Fund's fiscal year end is March 31. Certain
information reflects financial results for a single share, by Fund and Class.
The total returns in the table represent the rate that an investor would have
earned (or lost) on an investment in the Fund (assuming reinvestment of all
dividends and distributions), and does not reflect any applicable front- or
back-end sales charge. This information has been audited by
PricewaterhouseCoopers LLP whose report, along with the Fund's financial
statements, are included in the Fund's annual report, which is available upon
request.
Financial Highlights
(INPUT FINANCIAL HIGHLIGHTS)
EXHIBIT A
REDUCED SALES CHARGES (CLASS A ONLY)
You may qualify for a reduced sales charge through several purchase plans
available. You must notify the Fund at the time of purchase to take advantage of
the reduced sales charge.
Rights of Accumulation can be applied to several accounts
Class A sales charge breakpoints are automatically calculated for each account
based on the higher of cost or current value of shares previously purchased.
This privilege can be applied to a family group or other qualified group* upon
request. Shares could then be purchased at the reduced sales charge which
applies to the entire group; that is, based on the higher of cost or current
value of shares previously purchased and currently held by all the members of
the group.
* A "qualified group" is one which:
1. has been in existence for more than six months, and
2. has a purpose other than acquiring shares at a discount, and
3. satisfies uniform criteria which enable CDI and brokers offering shares
to realize economies of scale in distributing such shares.
A qualified group must have more than 10 members, must be available to arrange
for group meetings between representatives of CDI or brokers distributing
shares, must agree to include sales and other materials related to the Funds in
its publications and mailings to members at reduced or no cost to CDI or
brokers. A pension plan is not a qualified group for rights of accumulation.
Letter of Intent
If you (or your group, as described above) plan to purchase $50,000 or more of
Calvert Fund shares over the next 13 months, your sales charge may be reduced
through a "Letter of Intent." You pay the lower sales charge applicable to the
total amount you plan to invest over the 13-month period, excluding any money
market fund purchases, instead of the higher 4.75% sales charge. Part of your
shares will be held in escrow, so that if you do not invest the amount
indicated, you will have to pay the sales charge applicable to the smaller
investment actually made. For more information, see the SAI.
Retirement Plans Under Section 457, Section 403(b)(7), or Section 401(k)
There is no sales charge on shares purchased for the benefit of a retirement
plan under section 457 of the Internal Revenue Code of 1986, as amended
("Code"), or for a plan qualifying under section 403(b) or 401(k) of the Code
if, at the time of purchase, (i) Calvert Group has been notified in writing that
the 403(b) or 401(k) plan has at least 200 eligible employees and is not
sponsored by a K-12 school district, or (ii) the cost or current value of shares
a 401(k) plan has in Calvert Group of Funds (except money market funds) is at
least $1 million.
Neither the Fund, nor Calvert Distributors, Inc. ("CDI"), nor any affiliate
thereof will reimburse a plan or participant for any sales charges paid prior to
receipt of such written communication and confirmation by Calvert Group. Plan
administrators should send requests for the waiver of sales charges based on the
above conditions to: Calvert Group Retirement Plans, 4550 Montgomery Avenue,
Suite 1000N, Bethesda, Maryland 20814.
Other Circumstances
There is no sales charge on shares of any Fund of the Calvert Group of Funds
sold to (i) current or retired Directors, Trustees, or Officers of the Calvert
Group of Funds, employees of Calvert Group, Ltd. and its affiliates, or their
family members; (ii) CSIF Advisory Council Members, directors, officers, and
employees of any subadvisor for the Calvert Group of Funds, employees of
broker/dealers distributing the Fund's shares and immediate family members of
the Council, subadvisor, or broker/dealer; (iii) Purchases made through a
Registered Investment Advisor; (iv) Trust departments of banks or savings
institutions for trust clients of such bank or institution, (v) Purchases
through a broker maintaining an omnibus account with the Fund, provided the
purchases are made by (a) investment advisors or financial planners placing
trades for their own accounts (or the accounts of their clients) and who charge
a management, consulting, or other fee for their services; or (b) clients of
such investment advisors or financial planners who place trades for their own
accounts if such accounts are linked to the master account of such investment
advisor or financial planner on the books and records of the broker or agent; or
(c) retirement and deferred compensation plans and trusts, including, but not
limited to, those defined in section 401(a) or section 403(b) of the I.R.C., and
"rabbi trusts."
Dividends and Capital Gain Distributions from other Calvert Group Funds
You may prearrange to have your dividends and capital gain distributions from
any Calvert Group Fund automatically invested in another account with no
additional sales charge.
Purchases made at NAV
Except for money market funds, if you make a purchase at NAV, you may exchange
that amount to another Calvert Group Fund at no additional sales charge.
Reinstatement Privilege
If you redeem shares and then within 30 days decide to reinvest in the same
Fund, you may do so at the net asset value next computed after the reinvestment
order is received, without a sales charge. You may use the reinstatement
privilege only once. The Fund reserves the right to modify or eliminate this
privilege.
EXHIBIT B
SERVICE FEES AND ARRANGEMENTS WITH DEALERS
Calvert Distributors, Inc., the Fund's underwriter, pays dealers a commission,
or reallowance (expressed as a percentage of the offering price for Class A, and
a percentage of amount invested for Class B and C) when you purchase shares of
non-money market funds. CDI also pays dealers an ongoing service fee while you
own shares of that Fund (expressed as an annual percentage rate of average daily
net assets held in Calvert accounts by that dealer). The table below shows the
amount of payment which differs depending on the Class.
Maximum Commission/Service Fees
Class A Class B* Class C**
CNWF Africa 4.00%/0.25% 4.00%/0.25% 1.00%/1.00%
*Class B service fees begins to accrue in 13th month.
**Class C pays dealers a service fee of 0.25% and additional compensation of
0.75% for a total of 1.00%. Begins to accrue in 13th month.
Occasionally, CDI may reallow to dealers the full Class A front-end sales
charge. CDI may also pay additional concessions, including non-cash promotional
incentives, such as merchandise or trips, to brokers employing registered
representatives who have sold or are expected to sell a minimum dollar amount of
shares of the Fund and/or shares of other Funds underwritten by CDI. CDI may
make expense reimbursements for special training of a broker's registered
representatives, advertising or equipment, or to defray the expenses of sales
contests. Calvert-Sloan, CDI, or their affiliates may pay certain broker-dealers
and/or other persons, for the sale and distribution of the securities or for
services to the Fund. Payments may include additional compensation based on
assets held through that firm beyond the regularly scheduled rates, and finder's
fees. CDI pays dealers a finder's fee on Class A shares purchased at NAV in
accounts with $1 million or more. The finder's fee is 1% of the NAV purchase
amount on the first $2 million, .80% on $2 to $3 million, .50% on $3 to $50
million, .25% on $50 to $100 million, and .15% over $100 million. All payments
will be in compliance with the rules of the National Association of Securities
Dealers, Inc.
To Open an Account:
800-368-2748
Performance and Prices:
Calvert Information Network
24 hours, 7 days a week
800-368-2745
Service for Existing Accounts:
Shareholders 800-368-2745
Brokers 800-368-2746
TDD for Hearing-Impaired:
800-541-1524
Branch Office:
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
Registered, Certified or
Overnight Mail:
Calvert Group
c/o NFDS
330 West 9th Street
Kansas City, MO 64105
Calvert Group Web-Site
Address: http://www.calvertgroup.com
PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
For investors who want more information about the Fund, the following documents
are available free upon request:
Annual/Semi-Annual Reports: Additional information about the Fund's investments
is available in the Fund's Annual and Semi-Annual reports to shareholders. In
the Fund's annual report, you will find a discussion of the market conditions
and investment strategies that significantly affected the Fund's performance
during its last fiscal year.
Statement of Additional Information (SAI): The SAI for the Fund provides more
detailed information about the Fund and is incorporated into this prospectus by
reference.
You can get free copies of reports and SAIs, request other information and
discuss your questions about the Fund by contacting your broker, or the Fund at:
Calvert Group
4550 Montgomery Ave, Suite 1000N
Bethesda, Md. 20814
Telephone: 1-800-368-2745
Calvert Group Web-Site
Address: http://www.calvertgroup.com
You can review the Fund's report and SAI at the public Reference Room of the
Securities and Exchange Commission. You can get text-only copies:
For a fee, by writing to or calling the Public Reference Room of the Commission,
Washington, D.C. 20549-6009, Telephone: 1-800-SEC-0330.
Free from the Commission's Internet website at http://www.sec.gov.
------------------
Investment Company Act file: no. 811- 8924
CALVERT NEW WORLD FUND, INC.
CALVERT NEW AFRICA FUND
4550 Montgomery Avenue, Bethesda, Maryland 20814
STATEMENT OF ADDITIONAL INFORMATION
JULY 31, 1999
New Account (800) 368-2748 Shareholder
Information: (301) 951-4820 Services: (800) 368-2745
Broker (800) 368-2746 TDD for the Hearing-
Services: (301) 951-4850 Impaired: (800) 541-1524
This Statement of Additional Information ("SAI") is not a prospectus.
Investors should read the Statement of Additional Information in conjunction
with the Fund's Prospectus, dated July 31, 1999. The Fund's audited financial
statements included in its most recent Annual Report to Shareholders, are
expressly incorporated by reference, and made a part of this SAI. The prospectus
and the most recent shareholder report may be obtained free of charge by writing
the Fund at the above address or calling the Fund.
TABLE OF CONTENTS
Investment Policies and Risks 2
Investment Restrictions 7
Dividends, Distributions and Taxes 8
Net Asset Value 9
Calculation of Total Return 10
Advertising 10
Purchase and Redemption of Shares 10
Directors and Officers 11
Investment Advisor and Subadvisors 13
Administrative Services 14
Transfer and Shareholder Servicing Agents 14
Method of Distribution 14
Portfolio Transactions 15
Independent Accountants and Custodians 16
Control Persons and Principal Holders of Securities 16
General Information 16
Appendix 17
<PAGE>
INVESTMENT POLICIES AND RISKS
-----------------------------
The investment objective and policies of Calvert New World Fund, Inc.,
Calvert New Africa Fund (the "Fund") is to achieve capital appreciation over
time. The Fund seeks capital appreciation aggressively by focusing the Fund's
investments mostly in the emerging market of equity and equity-linked securities
and fixed-income securities of African and African-related companies. The
following discussion supplements the discussion in the Prospectus. Unless
otherwise specified, the investment objective, programs and restrictions of the
Fund are not fundamental policies. The operating policies of the Fund are
subject to change by its Board of Directors without shareholder approval.
FOREIGN SECURITIES
Investments in foreign securities may present risks not typically involved
in domestic investments. The Fund may purchase foreign securities directly, on
foreign markets, or those represented by American Depositary Receipts ("ADRs"),
or other receipts evidencing ownership of foreign securities, such as
International Depositary Receipts and Global Depositary Receipts. ADRs are US
dollar-denominated and traded in the US on exchanges or over-the-counter. If the
Fund invests in an ADR rather than directly in a foreign issuer's stock, the
Fund may possibly avoid some currency and some liquidity risks. The information
available for ADRs is subject to the more uniform and more exacting accounting,
auditing and financial reporting standards of the domestic market or exchange on
which they are traded.
Additional costs may be incurred in connection with international
investment since foreign brokerage commissions and the custodial costs
associated with maintaining foreign portfolio securities are generally higher
than in the United States. Fee expense may also be incurred on currency
exchanges when the Fund changes investments from one country to another or
converts foreign securities holdings into US dollars.
United States Government policies have at times, in the past, through
imposition of interest equalization taxes and other restrictions, discouraged
certain investments abroad by United States investors. In addition, foreign
countries may impose withholding and taxes on dividends and interest.
Investing in emerging markets in particular, those countries whose
economies and capital markets are not as developed as those of more
industrialized nations, carries its own special risks. Among other risks, the
economies of such countries may be affected to a greater extent than in other
countries by price fluctuations of a single commodity, by severe cyclical
climactic conditions, lack of significant history in operating under a
market-oriented economy, or by political instability, including risk of
expropriation.
Since investments in securities of issuers domiciled in foreign countries
usually involve currencies of the foreign countries, and since the Fund may
temporarily hold funds in foreign currencies during the completion of investment
programs, the value of the assets of the Fund as measured in United States
dollars may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations. For example, if the value of
the foreign currency in which a security is denominated increases or declines in
relation to the value of the US dollar, the value of the security in U.S.
dollars will increase or decline correspondingly.
Forward Currency Exchange Contracts. The Fund will conduct its foreign
currency exchange transactions either on a spot (i.e., cash) basis at the spot
rate prevailing in the foreign exchange market, or through entering into forward
contracts to purchase or sell foreign currencies. It may also use foreign
currency options and futures. See below. A forward foreign currency contract
involves an obligation to purchase or sell a specific currency at a future date
which may be any fixed number of days from the date of the contract agreed upon
by the parties, at a price set at the time of the contract. These contracts are
traded in the interbank market conducted directly between currency traders
(usually large, commercial banks) and their customers. A forward foreign
currency contract generally has no deposit requirement, and no commissions are
charged at any stage for trades, although they do realize a profit based on the
difference (the "spread") between the prices at which they are buying and
selling various currencies.
The Fund may enter into forward foreign currency contracts for two reasons.
First, the Fund may desire to preserve the United States dollar price of a
security when it enters into a contract for the purchase or sale of a security
denominated in a foreign currency. The Fund may be able to protect itself
against possible losses resulting from changes in the relationship between the
United States dollar and foreign currencies during the period between the date
the security is purchased or sold and the date on which payment is made or
received by entering into a forward contract for the purchase or sale, for a
fixed amount of dollars, of the amount of the foreign currency involved in the
underlying security transactions.
Second, when the Advisor or Subadvisor believes that the currency of a
particular foreign country may suffer a substantial decline against the United
States dollar, the Fund may enter into a forward foreign currency contract to
sell, for a fixed amount of dollars, the amount of foreign currency
approximating the value of some or all of the Fund's securities denominated in
such foreign currency. The precise matching of the forward foreign currency
contract amounts and the value of the Fund's securities involved will not
generally be possible since the future value of the securities will change as a
consequence of market movements between the date the forward contract is entered
into and the date it matures. The projection of short-term currency market
movement is difficult, and the successful execution of this short-term hedging
strategy is uncertain. Although forward foreign currency contracts tend to
minimize the risk of loss due to a decline in the value of the hedged currency,
at the same time they tend to limit any potential gain which might result should
the value of such currency increase.
TEMPORARY DEFENSIVE POSITIONS
For temporary defensive purposes - which may include a lack of adequate
purchase candidates or an unfavorable market environment - the Fund may invest
in cash or cash equivalents. Cash equivalents include instruments such as, but
not limited to, US government and agency obligations, certificates of deposit,
banker's acceptances, time deposits commercial paper, short-term corporate debt
securities, and repurchase agreements.
REPURCHASE AGREEMENTS
The Fund may purchase debt securities subject to repurchase agreements,
which are arrangements under which the Fund buys a security, and the seller
simultaneously agrees to repurchase the security at a specified time and price
reflecting a market rate of interest. The 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 Directors. 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. Repurchase agreements are always for periods
of less than one year. Repurchase agreements not terminable within seven days
are considered illiquid.
REVERSE REPURCHASE AGREEMENTS
The Fund may also engage in reverse repurchase agreements. Under a reverse
repurchase agreement, the Fund sells 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, US 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 Directors. In addition, the Fund
bears the risk that the market value of the securities it sold may decline below
the agreed-upon repurchase price, in which case the dealer may request the Fund
to post additional collateral.
AFRICAN SOVEREIGN DEBT
The Fund may invest up to 20% of its assets in fixed-income securities.
These include but are not limited to, foreign government obligations -- debt
securities issued and backed by the respective government bodies. In terms of
their government backing, these securities will structurally resemble US
Government and US Government agency issues. In many instances the debt issues of
African sovereignties represent low quality securities and may be comparable to
securities rated below investment-grade. Because of their speculative
characteristics, they trade at substantial discounts from face value, but may
offer substantial long-term capital appreciation.
NON-INVESTMENT GRADE DEBT SECURITIES
Non-investment grade debt securities are lower quality debt securities
(generally those rated BB or lower by S&P or Ba or lower by Moody's, known as
"junk bonds"). These securities have moderate to poor protection of principal
and interest payments and have speculative characteristics. (See Appendix for a
description of the ratings.) These securities involve greater risk of default or
price declines due to changes in the issuer's creditworthiness than
investment-grade debt securities. Because the market for lower-rated securities
may be thinner and less active than for higher-rated securities, there may be
market price volatility for these securities and limited liquidity in the resale
market. Market prices for these securities may decline significantly in periods
of general economic difficulty or rising interest rates. Unrated debt securities
may fall into the lower quality category. Unrated securities usually are not
attractive to as many buyers as rated securities are, which may make them less
marketable.
The quality limitation set forth in the Fund's investment policy is
determined immediately after the Fund's acquisition of a given security.
Accordingly, any later change in ratings will not be considered when determining
whether an investment complies with the Fund's investment policy.
When purchasing high-yielding securities, rated or unrated, the Advisors
prepare their own careful credit analysis to attempt to identify those issuers
whose financial condition is adequate to meet future obligations or is expected
to be adequate in the future. Through Fund diversification and credit analysis,
investment risk can be reduced, although there can be no assurance that losses
will not occur.
DERIVATIVES
The Fund can use various techniques to increase or decrease its exposure to
changing security prices, interest rates, or other factors that affect security
values. These techniques may involve derivative transactions such as buying and
selling options and futures contracts. The Fund can use these practices either
as substitution or as protection against an adverse move in the Fund to adjust
the risk and return characteristics of the Fund. If the Advisor and/or
Subadvisor judges market conditions incorrectly or employs a strategy that does
not correlate well with a Fund's investments, or if the counterparty to the
transaction does not perform as promised, these techniques could result in a
loss. These techniques may increase the volatility of the Fund and may involve a
small investment of cash relative to the magnitude of the risk assumed.
Derivatives are often illiquid.
OPTIONS AND FUTURES CONTRACTS
The Fund may, in pursuit of its respective investment objectives, purchase
put and call options and engage in the writing of covered call options and
secured put options on securities, and employ a variety of other investment
techniques. Specifically, the Fund may also engage in the purchase and sale of
stock index future contracts, foreign currency futures contracts, interest rate
futures contracts, and options on such futures, as described more fully below.
The Fund may engage in such transactions only to hedge the existing
positions. It will not engage in such transactions for the purposes of
speculation or leverage. Such investment policies and techniques may involve a
greater degree of risk than those inherent in more conservative investment
approaches.
The Fund may write "covered options" on securities in standard contracts
traded on national securities exchanges. The Fund may write such options in
order to receive the premiums from options that expire and to seek net gains
from closing purchase transactions with respect to such options.
PUT AND CALL OPTIONS. The Fund may purchase put and call options, in standard
contracts traded on national securities exchanges or over-the-counter. The Fund
will purchase such options only to hedge against changes in the value of
securities the Fund holds and not for the purposes of speculation or leverage.
By buying a put, the Fund has the right to sell the security at the exercise
price, thus limiting its risk of loss through a decline in the market value of
the security until the put expires. The amount of any appreciation in the value
of the underlying security will be partially offset by the amount of the premium
paid for the put option and any related transaction costs. Prior to its
expiration, a put option may be sold in a closing sale transaction and any
profit or loss from the sale will depend on whether the amount received is more
or less than the premium paid for the put option plus the related transaction
costs.
The Fund may purchase call options on securities. Such transactions may be
entered into in order to limit the risk of a substantial increase in the market
price of the security which the Fund intends to purchase. Prior to its
expiration, a call option may be sold in a closing sale transaction. Any profit
or loss from such a sale will depend on whether the amount received is more or
less than the premium paid for the call option plus the related transaction
costs.
COVERED OPTIONS. The Fund may write only covered options on equity and debt
securities in standard contracts traded on national or foreign securities
exchanges, or in individually negotiated contracts traded over-the-counter. This
means that, in the case of call options, so long as the Fund is obligated as the
writer of a call option, the Fund will own the underlying security subject to
the option and, in the case of put options, the Fund will, through its
custodian, deposit and maintain either cash or securities with a market value
equal to or greater than the exercise price of the option.
When the Fund writes a covered call option, the Fund gives the purchaser
the right to purchase the security at the call option price at any time during
the life of the option. As the writer of the option, the Fund receives a
premium, less a commission, and in exchange foregoes the opportunity to profit
from any increase in the market value of the security exceeding the call option
price. The premium serves to mitigate the effect of any depreciation in the
market value of the security. Writing covered call options can increase the
income of the Fund and thus reduce declines in the net asset value per share of
the Fund if securities covered by such options decline in value. Exercise of a
call option by the purchaser however will cause the Fund to forego future
appreciation of the securities covered by the option.
When the Fund writes a covered put option, it will gain a profit in the
amount of the premium, less a commission, so long as the price of the underlying
security remains above the exercise price. However, the Fund remains obligated
to purchase the underlying security from the buyer of the put option (usually in
the event the price of the security falls below the exercise price) at any time
during the option period. If the price of the underlying security falls below
the exercise price, the Fund may realize a loss in the amount of the difference
between the exercise price and the sale price of the security, less the premium
received.
The Fund may purchase securities which may be covered with call options
solely on the basis of considerations consistent with the investment objectives
and policies of the Fund. The Fund's turnover may increase through the exercise
of a call option; this will generally occur if the market value of a "covered"
security increases and the Fund has not entered into a closing purchase
transaction.
Risks Related to Options Transactions. The Fund can close out its
respective positions in exchange-traded options only on an exchange which
provides a secondary market in such options. Although the Fund intends to
acquire and write only such exchange-traded options for which an active
secondary market appears to exist, there can be no assurance that such a market
will exist for any particular option contract at any particular time. This might
prevent the Fund from closing an options position, which could impair the Fund's
ability to hedge effectively. The inability to close out a call position may
have an adverse effect on liquidity because the Fund may be required to hold the
securities underlying the option until the option expires or is exercised.
OVER-THE-COUNTER ("OTC") OPTIONS. OTC options differ from exchange-traded
options in several respects. They are transacted directly with dealers and not
with a clearing corporation, and there is a risk of non-performance by the
dealer. However, the premium is paid in advance by the dealer. OTC options are
available for a greater variety of securities and foreign currencies, and in a
wider range of expiration dates and exercise prices than exchange-traded
options. Since there is no exchange, pricing is normally done by reference to
information from a market maker, which information is carefully monitored or
caused to be monitored by the Subadvisor and verified in appropriate cases.
A writer or purchaser of a put or call option can terminate it voluntarily
only by entering into a closing transaction. In the case of OTC options, there
can be no assurance that a continuous liquid secondary market will exist for any
particular option at any specific time. Consequently, the Fund may be able to
realize the value of an OTC option it has purchased only by exercising it or
entering into a closing sale transaction with the dealer that issued it.
Similarly, when the Fund writes an OTC option, it generally can close out that
option prior to its expiration only by entering into a closing purchase
transaction with the dealer to which it originally wrote the option. If a
covered call option writer cannot effect a closing transaction, it cannot sell
the underlying security or foreign currency until the option expires or the
option is exercised. Therefore, the writer of a covered OTC call option may not
be able to sell an underlying security even though it might otherwise be
advantageous to do so. Likewise, the writer of a secured OTC put option may be
unable to sell the securities pledged to secure the put for other investment
purposes while it is obligated as a put writer. Similarly, a purchaser of an OTC
put or call option might also find it difficult to terminate its position on a
timely basis in the absence of a secondary market.
The Fund understands the position of the staff of the Securities and
Exchange Commission (the "SEC") to be that purchased OTC options and the assets
used as "cover" for written OTC options are illiquid securities. The Fund has
adopted procedures for engaging in OTC options transactions for the purpose of
reducing any potential adverse effect of such transactions upon the liquidity of
the Fund.
FUTURES TRANSACTIONS. The Fund may purchase and sell futures contracts, but only
when, in the judgment of the Subadvisor, such a position acts as a hedge against
market changes which would adversely affect the securities held by the Fund.
These futures contracts may include, but are not limited to, market index
futures contracts and futures contracts based on US Government obligations.
A futures contract is an agreement between two parties to buy and sell a
security on a future date which has the effect of establishing the current price
for the security. Although futures contracts by their terms require actual
delivery and acceptance of securities, in most cases the contracts are closed
out before the settlement date without the making or taking of delivery of
securities. Upon buying or selling a futures contract, the Fund deposits initial
margin with its custodian, and thereafter daily payments of maintenance margin
are made to and from the executing broker. Payments of maintenance margin
reflect changes in the value of the futures contract, with the Fund being
obligated to make such payments if its futures position becomes less valuable
and entitled to receive such payments if its positions become more valuable.
The Fund may only invest in futures contracts to hedge its respective
existing investment positions and not for income enhancement, speculation or
leverage purposes. Although some of the securities underlying a futures contract
may not necessarily meet the Fund's social criteria, any such hedge position
taken by the Fund will not constitute a direct ownership interest in the
underlying securities.
Futures contracts are designed by boards of trade which are designated
"contracts markets" by the Commodity Futures Trading Commission ("CFTC"). As
series of a registered investment company, the Fund is eligible for exclusion
from the CFTC's definition of "commodity pool operator," meaning that the Fund
may invest in futures contracts under specified conditions without registering
with the CFTC. Futures contracts trade on contracts markets in a manner that is
similar to the way a stock trades on a stock exchange and the boards of trade,
through their clearing corporations, guarantee performance of the contracts.
Options on Futures Contracts. The Fund may purchase and write put or call
options and sell call options on futures contracts. The Fund may also enter into
closing transactions with respect to such options to terminate an existing
position; that is, to sell a put option already owned and to buy a call option
to close a position where the Fund has already sold a corresponding call option.
The Fund may only invest in options on futures contracts to hedge their
respective existing investment positions and not for income enhancement,
speculation or leverage purposes.
An option on a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract-a long position
if the option is a call and a short position if the option is a put-at a
specified exercise price at any time during the period of the option. The Fund
will pay a premium for such options purchased or sold. In connection with such
options bought or sold, the Fund will make initial margin deposits and make or
receive maintenance margin payments which reflect changes in the market value of
such options. This arrangement is similar to the margin arrangements applicable
to futures contracts described above.
Put Options on Futures Contracts. The purchase of put options on futures
contracts is analogous to the sale of futures contracts and is used to protect
the Fund against the risk of declining prices. The Fund may purchase put options
and sell put options on futures contracts that are already owned by the Fund.
The Fund will only engage in the purchase of put options and the sale of covered
put options on market index futures for hedging purposes.
Call Options on Futures Contracts. The sale of call options on futures contracts
is analogous to the sale of futures contracts and is used to protect the Fund
against the risk of declining prices. The purchase of call options on futures
contracts is analogous to the purchase of a futures contract. The Fund may only
buy call options to close an existing position where the Fund has already sold a
corresponding call option, or for a cash hedge. The Fund will only engage in the
sale of call options and the purchase of call options to cover for hedging
purposes.
Writing Call Options on Futures Contracts. The writing of call options on
futures contracts constitutes a partial hedge against declining prices of the
securities deliverable upon exercise of the futures contract. If the futures
contract price at expiration is below the exercise price, the Fund will retain
the full amount of the option premium which provides a partial hedge against any
decline that may have occurred in the Fund's securities holdings.
Risks of Options and Futures Contracts. If the Fund has sold futures or takes
options positions to hedge against a decline in the market and the market later
advances, the Fund may suffer a loss on the futures contracts or options which
it would not have experienced if it had not hedged. Correlation is also
imperfect between movements in the prices of futures contracts and movements in
prices of the securities which are the subject of the hedge. Thus, the price of
the futures contract or option may move more than or less than the price of the
securities being hedged. Where the Fund has sold futures or taken options
positions to hedge against decline in the market, the market may advance and the
value of the securities held in the Fund may decline. If this were to occur, the
Fund might lose money on the futures contracts or options and also experience a
decline in the value of its securities.
The Fund can close out futures positions only on an exchange or board of
trade which provides a secondary market in such futures. Although the Fund
intends to purchase or sell only such futures for which an active secondary
market appears to exist, there can be no assurance that such a market will exist
for any particular futures contract at any particular time. This might prevent
the Fund from closing a futures position, which could require the Fund to make
daily cash payments with respect to its position in the event of adverse price
movements.
Options on futures transactions bear several risks apart from those
inherent in options transactions generally. The Fund's ability to close out its
options positions in futures contracts will depend upon whether an active
secondary market for such options develops and is in existence at the time the
Fund seeks to close its positions. There can be no assurance that such a market
will develop or exist. Therefore, the Fund might be required to exercise the
options to realize any profit.
FOREIGN CURRENCY TRANSACTIONS. Forward Foreign Currency Exchange Contracts. A
forward foreign currency exchange contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
("Term") from the date of the contract agreed upon by the parties, at a price
set at the time of the contract. These contracts are traded directly between
currency traders (usually large commercial banks) and their customers.
The Fund will not enter into such forward contracts or maintain a net
exposure in such contracts where it would be obligated to deliver an amount of
foreign currency in excess of the value of its portfolio securities and other
assets denominated in that currency. The Subadvisor believes that it is
important to have the flexibility to enter into such forward contracts when it
determines that to do so is in the Fund's best interests. See above under
"Foreign Securities."
Foreign Currency Options. A foreign currency option provides the option
buyer with the right to buy or sell a stated amount of foreign currency at the
exercise price at a specified date or during the option period. A call option
gives its owner the right, but not the obligation, to buy the currency, while a
put option gives its owner the right, but not the obligation, to sell the
currency. The option seller (writer) is obligated to fulfill the terms of the
option sold if it is exercised. However, either seller or buyer may close its
position during the option period for such options any time prior to expiration.
A call rises in value if the underlying currency appreciates. Conversely, a
put rises in value if the underlying currency depreciates. While purchasing a
foreign currency option can protect the Fund against an adverse movement in the
value of a foreign currency, it does not limit the gain which might result from
a favorable movement in the value of such currency. For example, if the Fund was
holding securities denominated in an appreciating foreign currency and had
purchased a foreign currency put to hedge against a decline in the value of the
currency, it would not have to exercise its put. Similarly, if the Fund had
entered into a contract to purchase a security denominated in a foreign currency
and had purchased a foreign currency call to hedge against a rise in the value
of the currency but instead the currency had depreciated in value between the
date of purchase and the settlement date, it would not have to exercise its call
but could acquire in the spot market the amount of foreign currency needed for
settlement.
Foreign Currency Futures Transactions. The Fund may use foreign currency
futures contracts and options on such futures contracts. Through the purchase or
sale of such contracts, it may be able to achieve many of the same objectives
attainable through the use of foreign currency forward contracts, but more
effectively and possibly at a lower cost.
Unlike forward foreign currency exchange contracts, foreign currency
futures contracts and options on foreign currency futures contracts are
standardized as to amount and delivery period and are traded on boards of trade
and commodities exchanges. It is anticipated that such contracts may provide
greater liquidity and lower cost than forward foreign currency exchange
contracts.
LENDING PORTFOLIO SECURITIES
The Fund may lend its securities to member firms of the New York Stock
Exchange and commercial banks with assets of one billion dollars or more. Any
such loans must be secured continuously in the form of cash or cash equivalents
such as US Treasury bills. The amount of the collateral must on a current basis
equal or exceed the market value of the loaned securities, and the Fund must be
able to terminate such loans upon notice at any time. The Fund will exercise its
right to terminate a securities loan in order to preserve their right to vote
upon matters of importance affecting holders of the securities.
The advantage of such loans is that the Fund continues to receive the equivalent
of the interest earned or dividends paid by the issuers on the loaned securities
while at the same time earning interest on the cash or equivalent collateral
which may be invested in accordance with the Fund's investment objective,
policies and restrictions.
Securities loans are usually made to broker-dealers and other financial
institutions to facilitate their delivery of such securities. As with any
extension of credit, there may be risks of delay in recovery and possibly loss
of rights in the loaned securities should the borrower of the loaned securities
fail financially. However, the Fund will make loans of its securities only to
those firms the Advisor or Subadvisor deems creditworthy and only on terms the
Advisor believes should compensate for such risk. On termination of the loan,
the borrower is obligated to return the securities to the Fund. The Fund will
recognize any gain or loss in the market value of the securities during the loan
period. The Fund may pay reasonable custodial fees in connection with the loan.
INVESTMENT RESTRICTIONS
-----------------------
FUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund has adopted the following fundamental investment restrictions.
These restrictions cannot be changed without the approval of the holders of a
majority of the outstanding shares of the Fund.
(1) The Fund may not make any investment inconsistent with its classification as
a nondiversified investment company under the 1940 Act.
(2) The Fund may not concentrate its investments in the securities of issuers
primarily engaged in any particular industry (other than securities issued or
guaranteed by the U.S. Government or its agencies or instrumentalities and
repurchase agreements secured thereby).
(3) The Fund may not 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 its 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.
(4) The Fund may not underwrite the securities of other issuers, except as
allowed by law or to the extent that the purchase of obligations in accordance
with its investment objective and policies, either directly from the issuer, or
from an underwriter for an issuer, may be deemed an underwriting.
(5) The Fund may not invest directly in commodities 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.
(6) The Fund may not make loans, other than through the purchase of money market
instruments and repurchase agreements or by the purchase of bonds, debentures or
other debt securities, or as permitted by law. The purchase of all or a portion
of an issue of publicly or privately distributed debt obligations in accordance
with the Fund's investment objective, policies and restrictions, shall not
constitute the making of a loan.
NONFUNDAMENTAL INVESTMENT RESTRICTIONS
The Fund's Board of Directors has adopted the following nonfundamental
investment restrictions. A nonfundamental investment restriction can be changed
by the Board at any time without a shareholder vote.
1. The Fund may not invest, in the aggregate, more than 15% of its net
assets in illiquid securities. Purchases of securities outside the US that are
not registered with the SEC or marketable in the U.S. are not per se illiquid.
2. The Fund may not write, purchase or sell puts, calls or combinations
thereof except that the Fund may (a) write exchange-traded covered call options
on portfolio securities and enter into closing purchase transactions with
respect to such options, and the Fund may write exchange-traded covered call
options on foreign currencies and secured put options on securities and foreign
currencies and write covered call and secured put options on securities and
foreign currencies traded over the counter, and enter into closing purchase
transactions with respect to such options, (b) purchase exchange-traded call
options and put options and purchase call and put options traded over the
counter, provided that the premiums on all outstanding call and put options do
not exceed 5% of its total assets, and enter into closing sale transaction with
respect to such options, and (c) engage in financial futures contracts and
related options transactions, provided that the sum of the initial margin
deposits on the Fund's existing futures and related options positions and the
premiums paid for related options would not exceed 5% of its total assets.
3. The Fund may not make short sales of securities or purchase any
securities on margin except that the Fund may obtain such short-term credits as
may be necessary for the clearance of purchases and sales of securities. The
depositor payment by the Fund of initial or maintenance margin in connection
with financial futures contracts or related options transactions is not
considered the purchase of a security on margin.
4. The Fund may not, with respect to 75% of the Fund's assets, purchase more
than 10% of the outstanding voting securities of any issuer.
5. The Fund does not intend to make any purchases of securities if borrowing
exceeds 5% of the Fund's total assets.
Any investment restriction which involves a maximum percentage of
securities or assets (except for fundamental investment restriction six) shall
not be considered to be violated unless an excess over the applicable percentage
occurs immediately after an acquisition of securities or utilization of assets
and results therefrom.
DIVIDENDS, DISTRIBUTIONS, AND TAXES
-----------------------------------
The Fund intends to qualify as regulated investment companies under
Subchapter M of the Internal Revenue Code. If for any reason the Fund should
fail to qualify, it would be taxed as a corporation at the Fund level, rather
than passing through its income and gains to shareholders.
Distributions of realized net capital gains, if any, are normally paid once
a year; however, the Fund does not intend to make any such distributions unless
available capital loss carryovers, if any, have been used or have expired. As of
__________, 1999, the Fund had tax-loss carryforwards of $_____.
Generally, dividends (including short-term capital gains) and distributions
are taxable to the shareholder in the year they are paid. However, any dividends
and distributions paid in January but declared during the prior three months are
taxable in the year declared.
The Fund is required to withhold 31% of any reportable dividends and
long-term capital gain distributions paid and 31% reportable of each redemption
transaction occurring 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 (however, failure to provide
certification as to the application of section 3406(a)(1)(C) will result only in
backup withholding on dividends, not on redemptions); or (c) the 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 withheld.
In addition, the Fund is required to report to the Internal Revenue Service
the following information with respect to each redemption transaction occurring
in the Fund: (a) the shareholder's name, address, account number and taxpayer
identification number; (b) the total dollar value of the redemptions; and (c)
the identifying CUSIP number.
Certain shareholders are, however, exempt from the backup withholding and
broker reporting requirements. Exempt shareholders include: corporations;
financial institutions; tax-exempt organizations; individual retirement plans;
the US, a State, the District of Columbia, a US possession, a foreign
government, an international organization, or any political subdivision, agency
or instrumentality of any of the foregoing; US registered commodities or
securities dealers; real estate investment trusts; registered investment
companies; bank common trust funds; certain charitable trusts; foreign central
banks of issue. Non-resident aliens, certain foreign partnerships and foreign
corporations are generally not subject to either requirement but may instead be
subject to withholding under sections 1441 or 1442 of the Internal Revenue Code.
Shareholders claiming exemption from backup withholding and broker reporting
should call or write the Fund for further information.
Many states do not tax the portion of the Fund's dividends which is derived
from interest on US Government obligations. State law varies considerably
concerning the tax status of dividends derived from US Government obligations.
Accordingly, shareholders should consult their tax advisors about the tax status
of dividends and distributions from the Fund in their respective jurisdictions.
Dividends paid by the Fund may be eligible for the dividends received
deduction available to corporate taxpayers. Information concerning the tax
status of dividends and distributions and the amount of dividends withheld, if
any, is mailed annually to Fund shareholders.
Investors should note that they may be required to exclude the initial
sales charge, if any, paid on the purchase of Fund shares from the tax basis of
those shares if the shares are exchanged for shares of another Calvert Group
Fund within 90 days of purchase. This requirement applies only to the extent
that the payment of the original sales charge on the shares of the Fund causes a
reduction in the sales charge otherwise payable on the shares of the Calvert
Group Fund acquired in the exchange, and investors may treat sales charges
excluded from the basis of the original shares as incurred to acquire the new
shares.
NET ASSET VALUE
---------------
The public offering price of the shares of the Fund is the respective net
asset value per share (plus, for Class A shares, the applicable sales charge).
The net asset value fluctuates based on the market value of the Fund's
investments. The net asset value per share for each class is determined every
business day as of the close of the regular session of the New York Stock
Exchange (normally 4:00 p.m. Eastern time) and at such other times as may be
necessary or appropriate. The Fund does not determine net asset value on certain
national holidays or other days on which the New York Stock Exchange is closed:
New Year's Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The
Fund's net asset value per share is determined by dividing total net assets (the
value of its assets net of liabilities, including accrued expenses and fees) by
the number of shares outstanding for that class.
The assets of the Fund are valued as follows: (a) securities for which
market quotations are readily available are valued at the most recent closing
price, mean between bid and asked price, or yield equivalent as obtained from
one or more market makers for such securities; (b) securities maturing within 60
days may be valued at cost, plus or minus any amortized discount or premium,
unless the Board of Directors determines such method not to be appropriate under
the circumstances; and (c) all other securities and assets for which market
quotations are not readily available will be fairly valued by the Advisor in
good faith under the supervision of the Board of Directors. Securities primarily
traded on foreign securities exchanges are generally valued at the preceding
closing values on their respective exchanges where primarily traded. Equity
options are valued at the last sale price unless the bid price is higher or the
asked price is lower, in which event such bid or asked price is used. Exchange
traded fixed income options are valued at the last sale price unless there is no
sale price, in which event current prices provided by market makers are used.
Over-the-counter fixed income options are valued based upon current prices
provided by market makers. Financial futures are valued at the settlement price
established each day by the board of trade or exchange on which they are traded.
Because of the need to obtain prices as of the close of trading on various
exchanges throughout the world, the calculation of the Fund's net asset value
does not take place contemporaneously with the determination of the prices of
U.S. portfolio securities. For purposes of determining the net asset value, all
assets and liabilities initially expressed in foreign currency values will be
converted into United States dollar values at the mean between the bid and
offered quotations of such currencies against United States dollars as last
quoted by any recognized dealer. If an event were to occur after the value of an
investment was so established but before the net asset value per share was
determined which could materially change the net asset value, then the
instrument would be valued using fair value consideration by the Directors or
their delegates.
NET ASSET VALUE AND OFFERING PRICE PER SHARE, AS OF 3/31/99
Net asset value per share
($_____________/_________ shares) $____
Maximum sales charge, Class A
(4.75% of offering price) _____
-----
Offering price per share, Class A $____
=====
Class B net asset value and offering price per share
($________/______ shares) $____
=====
Class C net asset value and offering price per share
($________/______ shares) $____
=====
CALCULATION OF TOTAL RETURN
---------------------------
The Fund may advertise "total return." Total return is calculated
separately for each class. Total return is computed by taking the total number
of shares purchased by a hypothetical $1,000 investment after deducting any
applicable sales charge, adding all additional shares purchased within the
period with reinvested dividends and distributions, calculating the value of
those shares at the end of the period, and dividing the result by the initial
$1,000 investment. For periods of more than one year, the cumulative total
return is then adjusted for the number of years, taking compounding into
account, to calculate average annual total return during that period.
Total return is computed according to the following formula:
P(1 + T)n = ERV
where P = a hypothetical initial payment of $1,000; T = total return; n = number
of years; and ERV = the ending redeemable value of a hypothetical $1,000 payment
made at the beginning of the period.
Total return is historical in nature and is not intended to indicate future
performance. All total return quotations reflect the deduction of the maximum
sales charge, except quotations of "return without maximum load," (or "without
CDSC") which do not deduct sales charge. Return without maximum load, which will
be higher than total return, should be considered only by investors, such as
participants in certain pension plans, to whom the sales charge does not apply,
or for purposes of comparison only with comparable figures which also do not
reflect sales charges, such as Lipper averages. Total returns for the Fund's
shares for the periods indicated are as follows:
Periods Ended CLASS A CLASS B CLASS C
March 31, 1999 Total Return Total Return Total Return
WITH/WITHOUT MAXIMUM LOAD WITH/WITHOUT CDSC WITH/WITHOUT CDSC
NEW AFRICA
One year -____% ____% ___ ____ ______% _____%
From date of inception ___% ___% ___% ___% ____% ___%
(April 12, 1995, for Class A)
(__________, for Class B)
(__________, for Class C.)
Total return, like net asset value per share, fluctuates in response to
changes in market conditions. It should not be considered an indication of
future return.
ADVERTISING
-----------
The Fund or its affiliates may provide information such as, but not limited
to, the economy, investment climate, investment principles and rationale,
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 portfolio holdings or give examples or securities that may have
been considered for inclusion in the Portfolio, whether held or not.
The Fund or its affiliates may supply comparative performance data and
rankings from independent sources such as Donoghue's Money Fund Report, Bank
Rate Monitor, Money, Forbes, Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc., Wiesenberger Investment Companies Service, Russell
2000/Small Stock Index, Mutual Fund Values Morningstar Ratings, Mutual Fund
Forecaster, Barron's, The Wall Street Journal, and Schabacker Investment
Management, Inc. Such averages generally do not reflect any front- or back-end
sales charges that may be charged by Funds in that grouping. The 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 portfolio
holdings to other investments, whether or not issued or regulated by the
securities industry, including, but not limited to, certificates of deposit and
Treasury notes. The Fund, its Advisor, and its affiliates reserve the right to
update performance rankings as new rankings become available.
Calvert Group is the nation's leading family of socially responsible mutual
funds, both in terms of socially responsible mutual fund assets under
management, and number of socially responsible mutual fund portfolios offered
(source: Social Investment Forum, December 31, 1998). Calvert Group was also the
first to offer a family of socially responsible mutual fund portfolios.
PURCHASE AND REDEMPTION OF SHARES
---------------------------------
Investments in the Fund made by mail, bank wire or electronic funds
transfer, or through the Fund's branch offices, Calvert Distributors, Inc., or
other brokers participating in the distribution of Fund shares, are credited to
a shareholder's account at the public offering price which is the net asset
value next determined after receipt by the Fund, Calvert Distributors, Inc., or
the Fund's custodian bank or lockbox facility, plus the applicable sales charge
as set forth in the Fund's Prospectus.
All purchases of the Fund shares will be confirmed and credited to
shareholder accounts in full and fractional shares (rounded to the nearest
1/1000th of a share). Share certificates will not be issued unless requested in
writing by the investor. No charge will be made for share certificate requests.
No certificates will be issued for fractional shares. A service fee of $10.00,
plus any costs incurred by the Fund, will be charged investors whose purchase
checks are returned for insufficient funds.
The Fund reserves the right to modify the telephone redemption privilege.
Amounts redeemed by telephone may be mailed by check to the investor to the
address of record. Amounts of more than $50 and less than $300,000 may be
transferred electronically at no charge to the investor. Amounts of $l,000 or
more will be transmitted by wire by the Fund to the investor's account at a
domestic bank or savings association that is a member of the Federal Reserve
System or to a correspondent bank. A charge of $5 is imposed on wire transfers
of less than $1,000. If the institution is not a Federal Reserve System member,
failure of immediate notification to that institution by the correspondent bank
could result in a delay in crediting the funds to the investor's account at the
institution.
Redemption proceeds are normally paid in cash. However, 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.
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 Commission,
or if the Commission has ordered such a suspension for the protection of
shareholders.
DIRECTORS AND OFFICERS
----------------------
The Fund's Board of Directors supervises the Fund's activities and reviews its
contracts with companies that provide it with services. Business information is
provided below about the Directors.
ELIAS BELAYNEH, Director. Mr. Belayneh is the President of U.S. - Africa
Chamber of Commerce, Washington, D.C., which serves as a collective organization
focusing on the promotion of trade and investment between Africa and the United
States. Mr. Belayneh is a director of Africa News Service Online. DOB: May 18,
1955. Address: 1899 L Street, N.W., 5th Floor, Washington, D.C. 20036.
ROBERT S. BROWNE, Director. Mr. Browne presently serves on the Advisory
Council to Calvert Social Investment Fund. He is the founder of the Twenty-First
Century Foundation, a small African-American foundation. Mr. Browne was Senior
Research Fellow in Howard University's African Studies and Research Program, and
from 1986-1991 he served as Staff Director of the House Banking Committee's
Subcommittee on International Development, Finance, Trade and Monetary Policy.
DOB: August 17, 1924. Address: 214 Tryon Avenue, Teaneck, NJ 07666.
BERTIE HOWARD, Director. Ms. Howard is the Executive Director of Africa
News Service, Inc., which is a nonprofit, educational news agency dedicated to
encouraging and promoting an accurate understanding of Africa and its people,
through news and information. Ms. Howard also serves as Executive Director of
the Duke University's Africa and Media Center. DOB: November 8, 1947. Address:
0-16, Colony Apartments Chapel Hill, NC 27514.
*BARBARA J. KRUMSIEK, President and Director. Ms. Krumsiek serves as
President, Chief Executive Officer and Vice Chairman of Calvert Group, Ltd. and
as an officer and director of each of its affiliated companies. She is a
director of Calvert-Sloan Advisers, L.L.C., and a trustee/director of each of
the investment companies in the Calvert Group of Funds. Prior to joining Calvert
Group, Ms. Krumsiek served as a Managing Director of Alliance Capital Fund
Distributors, Inc. DOB: August 9, 1952.
*RENO J. MARTINI, Director and Vice President. Mr. Martini is a Director
and Senior Vice President of Calvert Group, Ltd., and Senior Vice President and
Chief Investment Officer of Calvert Asset Management Company, Inc. He is an
officer of each of the investment companies in the Calvert Group of Funds, and
is Vice President of Calvert New World Fund, Inc. DOB: January 13, 1950.
MADALA MTHEMBU, Director. Presently, Mr. Mthembu is the Senior Advisor to
the Premier of the Northern Cape Province of South Africa. He was previously a
consultant with the Uniworld Group, Inc., and a graduate student at Georgetown
Law School. He is the former Assistant Chief U.S. Representative for the African
National Congress. Mr. Mthembu received his degree in law from National
University of Lesotho. He is Chairman of Bhanoyi Investment Holdings and a
Partner of Poho-pedi Livestock Holdings, a farming and food processing company.
DOB: April 22, 1964. Address: Office of the Premier, Private Bag X5016,
Kimberley, 8300, Republic of South Africa.
DONALD R. NORLAND, Director. Mr. Norland is a foreign affairs specialist, a
29-year career diplomat, and Ambassador, retired. He presently is the President
of Worldspace Foundation and was formerly a Senior Policy Advisor at Worldspace,
Management, Inc. Mr. Norland was a member of the American Foreign Service
Association, Governing Board from 1991 to 1993, and subsequently was the Vice
President (elected). He was the U.S. Ambassador to Chad from 1979 - 1981, and
the Ambassador to Botswana from 1976 - 1979. DOB: June 14, 1924. Address: 4000
Cathedral Avenue, N.W., Apt. 636B, Washington, D.C. 20016.
*MACEO K. SLOAN, Director. Mr. Sloan is Chairman, President, and Chief
Executive Officer of Sloan Financial Group and NCM Capital Management Group,
Inc., Chairman of New Africa Advisers, Inc., and Chairman and a director of
CONXUS Communications, as well as co-chair of Calvert-Sloan advisers, L.L.C. In
addition, Mr. Sloan is a Director of the National Association of Securities
Professionals, a Chartered Financial Analyst and a Fellow of the Life Management
Institute. He is a Director of the Mechanics & Farmers Bank in Durham, North
Carolina. DOB: October 18, 1949. Address: New Africa Advisers, Inc., 103 West
Main Street, Durham, North Carolina 27701.
TIM SMITH, Director. Mr. Smith is the Executive Director of the Interfaith
Center on Corporate Responsibility based in New York City. He is also the Chair
of the Advisory Council of the Calvert Social Investment Fund. Mr. Smith is a
Director of the Domini Social Equity Fund. DOB: September 15, 1943. Address:
Interfaith Center on Corporate Responsibility, 475 Riverside, Room 566, New
York, N.Y. 10115.
JUSTIN F. BECKETT, President. Mr. Beckett is President and CEO of New
Africa Advisers, Inc. He is a Director and Executive Vice President of Sloan
Financial Group, Inc. and NCM Capital Management Group, Inc., Executive Vice
President of Sloan Holdings, Inc., and a Director of Sloan Communications, Inc.
and PCS Development Corporation. DOB: April 5, 1963. Address: New Africa
Advisers, Inc., 103 West Main Street, Durham, North Carolina 27701.
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: January
29, 1959.
JAMILAH SABIR-CALLOWAY, Assistant Secretary. Ms. Sabir-Calloway is the Vice
President and Corporate Secretary of NAA. Prior to that, Ms. Sabir-Calloway was
the Assistant to the Corporate Secretary of the Sloan Financial Group. DOB:
April 19, 1949. Address: New Africa Advisers, Inc., 103 West Main Street,
Durham, North Carolina 27701.
IVY WAFFORD DUKE, Esq., Assistant Secretary. Ms. Duke is Associate General
Counsel of Calvert Group and an officer of each of its subsidiaries and
Calvert-Sloan Advisers, L.L.C. She is also an officer of each of the other
investment companies in the Calvert Group of Funds and Secretary and provides
counsel to the Calvert Social Investment Foundation. Prior to working at Calvert
Group, Ms. Duke was an Associate in the Investment Management Group of the
Business and Finance Department at Drinker Biddle & Reath. DOB: September 7,
1968.
CLIFFORD MPARE, Vice President. Mr. Mpare is the Chief Investment Officer
of NAA. Prior to joining NAA's parent company, Sloan Financial Group, Mr. Mpare
was a Senior Analyst with First Union Corp's private equity department. He is a
Chartered Financial Analyst and a Certified Management Accountant. DOB: November
21, 1957. Address: New Africa Advisers, Inc., 103 West Main Street, Durham,
North Carolina 27701.
VICTOR FRYE, Esq., Assistant Secretary and Compliance Officer. Mr. Frye is
Counsel and Compliance Officer of Calvert Group and an officer of each of its
subsidiaries and Calvert-Sloan Advisers, L.L.C. He is also an officer of each of
the other investment companies in the Calvert Group of Funds. Prior to working
at Calvert Group, Mr. Frye was Counsel and Manager of the Compliance Department
at The Advisors Group. DOB: October 15, 1958.
KATHERINE STONER, Esq., Assistant Secretary. Ms. Stoner is Associate
General Counsel of Calvert Group and an officer of each of its subsidiaries and
Calvert-Sloan Advisers, L.L.C. She is also an officer of each of the other
investment companies in the Calvert Group of Funds. DOB: October 21, 1956.
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 also Vice President and
Secretary of Calvert-Sloan Advisers, L.L.C., a director of Calvert Distributors,
Inc., and is an officer of Acacia National Life Insurance Company. DOB: August
12, 1947.
RONALD M. WOLFSHEIMER, CPA, Treasurer. Mr. Wolfsheimer is Senior Vice
President and Chief Financial Officer 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: July 24, 1947.
The address of directors and officers, unless otherwise noted, is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Directors and officers
of the Fund as a group own less than 1% of the Fund's outstanding shares.
Directors marked with an *, above, are "interested persons" of the Fund, under
the Investment Company Act of 1940.
Directors of the Fund not affiliated with the Advisor currently receive an
annual fee of $1000 for service as a member of the Board of Directors plus $1000
for each Board and Committee meeting attended. During fiscal 1999, directors of
the Fund not affiliated with the Fund's Advisor received fees and expenses of
$________.
Directors 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 Family of Funds through the Trustees/Directors Deferred
Compensation Plan. Deferral of the fees is designed to maintain the parties in
the same position as if the fees were paid on a current basis. Management
believes this will have a negligible effect on the Fund's assets, liabilities,
and net assets.
Director Compensation Table
Fiscal Year 1999 Aggregate Pension or Total Compensation
Compensation Retirement from Benefits
(unaudited numbers) from Registrant Accrued as Registrant and Fund
for Service part of Complex paid to
as Director of Registrant Director **
Expenses*
Name of Directors
Elias Belayneh $0 $0 $0
Robert Browne $0 $0 $0
Bertie Howard $0 $0 $0
Madala Mthembu $0 $0 $0
Donald Norland $0 $0 $0
Tim Smith $0 $0 $0
Michael Sudarkasa*** $0 $0 $0
Pamela Van Arsdale*** $0 $0 $0
*Mr. Norland has chosen to defer a portion of his compensation. As of March 31,
1999, Mr. Norland's total deferred compensation, including dividends and capital
appreciation, was $___________.
**As of March 31, 1999. The Fund Complex consists of nine (9) registered
investment companies.
***resigned in 1998.
INVESTMENT ADVISOR AND SUBADVISORS
----------------------------------
The Fund's Investment Advisor is Calvert-Sloan Advisers, L.L.C., 4550
Montgomery Avenue, 1000N, Bethesda, Maryland 20814, a jointly-owned subsidiary
of Calvert Group, Ltd. and Sloan Holdings, Inc. Calvert Group Ltd. is a
subsidiary of Acacia Mutual Life Insurance Company of Washington, D.C. ("Acacia
Mutual"). Effective January 1, 1999, Acacia merged with and became a subsidiary
of Ameritas Acacia Mutual Holding Company, 5900 "0" Street, Lincoln, Nebraska
68501. Sloan Holdings, Inc., a subsidiary of Sloan Financial Group, is
controlled by Messrs. Maceo Sloan and Justin Beckett. Its principal place of
business is 103 W. Main Street, Durham, North Carolina 27701. Under the Advisory
Contract, the Advisor provides investment advice to the Fund and oversees its
day-to-day operations, subject to direction and control by the Fund's Board of
Directors. The Advisor provides the Fund with investment supervision and
management, and office space; furnishes executive and other personnel to the
Fund; and pays the salaries and fees of all Directors who are employees of the
Advisor or its affiliates. The Fund pays all other administrative and operating
expenses, including: custodial, registrar, dividend disbursing and transfer
agency fees; administrative service fees; federal and state securities
registration fees; salaries, fees and expenses of trustees, executive officers
and employees of the Fund, who are not employees of the Advisor or of its
affiliates; insurance premiums; trade association dues; legal and audit fees;
interest, taxes and other business fees; expenses of printing and mailing
reports, notices, prospectuses, and proxy material to shareholders;
shareholders' meeting expenses; and brokerage commissions and other costs
associated with the purchase and sale of portfolio securities.
For its services, the Advisor receives an annual fee of 1.50 % of the Fund's
average daily net assets. The Advisor may voluntarily waive its fees or assume
expenses of the Fund.
SUBADVISORS
The Fund's Subadvisors are New Africa Advisers, Inc. ("NAA"), controlled by
Sloan Financial Group, Inc., and Calvert Asset Management Company, Inc.,
controlled by Ameritas Acacia Mutual Holding Company. Pursuant to Investment
Advisory Agreements with the Advisor, the Subadvisors determine investment
selections for the Fund. For its services, NAA receives an annual fee from the
Advisor of 0.755% of the Fund's average daily net assets under management. CAMCO
receives an annual fee of 0.495%. In addition, the Advisor pays a consulting fee
of 0.10% paid to Sloan Holdings, Inc.
The Fund has received an exemptive order from the Securities and Exchange
Commission to permit the Fund and the Advisor to enter into and materially amend
the Investment Subadvisory Agreement without shareholder approval. Within 90
days of the hiring of any Subadvisor or the implementation of any proposed
material change in the Investment Subadvisory Agreement, the Fund will furnish
its shareholders information about the new Subadvisor or Investment Subadvisory
Agreement. Such information will include any change in such disclosure caused by
the addition of a new Subadvisor or any proposed material change in the
Investment Subadvisory Agreement of the Fund. The Fund will meet this condition
by providing shareholders, within 90 days of the hiring of the Subadvisor or
implementation of any material change to the terms of an Investment Subadvisory
Agreement, with an information statement to this effect.
The advisory fees paid to the Advisor by the Fund for the fiscal years
ended March 31, 1997, 1998, and 1999 were $_________, $___________, and
$___________, respectively. The Advisor reimbursed expenses, or waived fees of
________, _________, _________. Investment advisory fees are allocated as a
Portfolio-level expense based on net assets.
ADMINISTRATIVE SERVICES
-----------------------
Calvert Administrative Services Company, Inc., ("CASC") a wholly-owned
subsidiary of Calvert Group, Ltd., has been retained by the Fund to provide
certain administrative services necessary to the conduct of the Fund's affairs.
Such services include the preparation of corporate and regulatory reports and
filings, the oversight of the Fund accounting, and the daily determination of
net investment income and net asset value per shareCASC is entitled to receive
an annual fee of 0.10% of the Fund's average net assets for providing such
services. Administrative Service fees are allocated as a class-level expense,
based on net assets. The fees paid by the Fund to Calvert Administrative
Services Company, Inc. for fiscal years 1997, 1998, and 1999 are shown below:
1997 1998 1999
New Africa $_______ $_________ $__________
TRANSFER AND SHAREHOLDER SERVICING AGENTS
-----------------------------------------
National Financial Data Services, Inc. ("NFDS"), a subsidiary of State
Street Bank & Trust, has been retained by the Fund to act as transfer agent and
dividend disbursing agent. These responsibilities include: responding to certain
shareholder inquiries and instructions, crediting and debiting shareholder
accounts for purchases and redemptions of Fund shares and confirming such
transactions, and daily updating of shareholder accounts to reflect declaration
and payment of dividends.
Calvert Shareholder Services, Inc., a subsidiary of Calvert Group, Ltd.,
has been retained by the Fund to act as shareholder servicing agent. Shareholder
servicing responsibilities include responding to shareholder inquiries and
instructions concerning their accounts, entering any telephoned purchases or
redemptions into the NFDS system, maintenance of broker-dealer data, and
preparing and distributing statements to shareholders regarding their accounts.
Calvert Shareholder Services, Inc. was the sole transfer agent prior to January
1, 1998.
For these services, NFDS and Calvert Shareholder Services, Inc. receive a
fee based on number of the shareholder accounts and transactions.
METHOD OF DISTRIBUTION
----------------------
Calvert Distributors, Inc. ("CDI") is the principal underwriter and
distributor for the Fund. Under the terms of its underwriting agreement with the
Funds, CDI markets and distributes the Fund's shares and is responsible for
preparing advertising and sales literature, and printing and mailing
prospectuses to prospective investors.
Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Fund
has adopted Distribution Plans (the "Plans") which permit the Fund to pay
certain expenses associated with the distribution and servicing of its shares.
Such expenses for Class A shares may not exceed, on an annual basis, 0.25% of
the Fund's respective average daily net assets. Expenses under the Fund's Class
B and Class C Plans may not exceed, on an annual basis, 1.00% of the Fund's
Class B and Class C average daily net assets, respectively.
The Class A Distribution Plans reimburses CDI only for expenses it incurs,
while the Class B and C Distribution Plans compensate CDI at a set rate
regardless of CDI's expenses.
The Fund's Distribution Plans were approved by the Board of Directors,
including the Directors 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 Plans or in any agreements
related to the Plans. The selection and nomination of the Directors who are not
interested persons of the Fund is committed to the discretion of such
disinterested Directors. In establishing the Plans, the Directors considered
various factors including the amount of the distribution expenses. The Directors
determined that there is a reasonable likelihood that the Plans will benefit the
Fund and its shareholders.
The Plans may be terminated by vote of a majority of the non-interested
Directors who have no direct or indirect financial interest in the Plans, or by
vote of a majority of the outstanding shares of the affected class of the Fund.
If the Fund should ever switch to a new principal underwriter without
terminating the Class B Plan, the fee would be prorated between CDI and the new
principal underwriter. Any change in the Plans that would materially increase
the distribution cost to the Fund requires approval of the shareholders of the
affected class; otherwise, the Plans may be amended by the Directors, including
a majority of the non-interested Directors as described above. The Plans will
continue in effect for successive one-year terms provided that such continuance
is specifically approved by (i) the vote of a majority of the Directors who are
not parties to the Plans or interested persons of any such party and who have no
direct or indirect financial interest in the Plans, and (ii) the vote of a
majority of the entire Board of Directors.
Apart from the Plans, the Advisor and CDI, at their own expense, may incur
costs and pay expenses associated with the distribution of shares of the Fund.
CDI, makes a continuous offering of the Fund's securities on a "best
efforts" basis. Under the terms of the agreement, CDI is entitled to receive,
pursuant to the Distribution Plans, a distribution fee and a service fee from
the Fund based on the average daily net assets of each of the Fund's respective
Classes. These fees are paid pursuant to the Fund's Distribution Plan. The
Distribution Plan Expenses (includes both distribution fees and services fees)
paid by the Fund (all classes) to CDI for the fiscal year ended March 31, 1999,
was $_________.
Of the distribution expenses paid by Class A Shares of the New Africa Fund in
fiscal year 1999, $_____ was used to compensate dealers for their share
distribution promotional services. $_______ was used for the printing and
mailing of prospectuses and sales materials to investors (other than current
shareholders), and the remainder partially financed advertising.
Of the distribution expenses paid by Class B Shares of the New Africa Fund in
fiscal year 1999, $______ was used to compensate dealers.
Of the distribution expenses paid by Class C Shares of the New Africa Fund in
fiscal year 1999, $______ was used to compensate dealers.
New Africa
Class A shares are offered at net asset value plus a front-end sales charge as
follows:
As a % of As a % of Allowed to
Brokers
Amount of offering as a % of net
amount
Investment price invested
--------------------------------------
Less than $50,000 4.75% 4.99% 4.00%
$50,000 but less than $100,000 3.75% 3.90% 3.00%
$100,000 but less than $250,000 2.75% 2.83% 2.25%
$250,000 but less than $500,000 1.75% 1.78% 1.25%
$500,000 but less than $1,000,000 1.00% 1.01% 0.80%
$1,000,000 and over 0.00% 0.00% 0.00%
CDI receives any front-end sales charge or CDSC paid. A portion of the
front-end sales charge may be reallowed to dealers. The aggregate amount of
sales charges (gross underwriting commissions) and for Class A only, the net
amount retained by CDI (i.e., not reallowed to dealers) for the last 3 fiscal
years are:
FISCAL YEAR 1997 1998 1999
CLASS A Gross Net Gross Net Gross Net
- -------- ----- --- ----- --- ----- ---
New Africa $________ $________ $________ $________ $_______ $________
FISCAL YEAR 1997 1998 1999
CLASS B
- --------
New Africa ____ _____ $________
FISCAL YEAR 1997 1998 1999
CLASS C
- --------
New Africa ______ _____ $____
Fund Directors and certain other affiliated persons of the Fund are exempt
from the sales charge since the distribution costs are minimal to persons
already familiar with the Fund. Other groups (e.g., group retirement plans) are
exempt due to economies of scale in distribution. See Exhibit A to the
Prospectus.
PORTFOLIO TRANSACTIONS
----------------------
Fund transactions are undertaken on the basis of their desirability from an
investment standpoint. The Fund's Advisor and Subadvisors make investment
decisions and the choice of brokers and dealers under the direction and
supervision of the Fund's Board of Directors.
Broker-dealers who execute transactions on behalf of the Fund are selected on
the basis of their execution capability and trading expertise considering, among
other factors, the overall reasonableness of the brokerage commissions, current
market conditions, size and timing of the order, difficulty of execution, per
share price, etc.
For the last three fiscal years, total brokerage commissions paid are as
follows:
1997 1998 1999
---- ---- ----
New Africa $_______ $_________ $__________
The Fund did not pay any brokerage commissions to affiliated persons during the
last three fiscal years.
While the Fund's Advisor and Subadvisors select brokers primarily on the
basis of best execution, in some cases they may direct transactions to brokers
based on the quality and amount of the research and research-related services
which the brokers provide to them. These services are of the type described in
Section 28(e) of the Securities Exchange Act of 1934 and may include analyses of
the business or prospects of a company, industry or economic sector, or
statistical and pricing services. Other such services are designed primarily to
assist the Advisor in monitoring the investment activities of the Subadvisors of
the Fund. Such services include portfolio attribution systems, return-based
style analysis, and trade-execution analysis.
If, in the judgment of the Advisor or Subadvisors, the Fund or other accounts
managed by them will be benefited by supplemental research services, they are
authorized to pay brokerage commissions to a broker furnishing such services
which are in excess of commissions which another broker may have charged for
effecting the same transaction. These research services include advice, either
directly or through publications or writings, as to the value of securities, the
advisability of investing in, purchasing or selling securities, and the
availability of securities or purchasers or sellers of securities; furnishing of
analyses and reports concerning issuers, securities or industries; providing
information on economic factors and trends; assisting in determining portfolio
strategy; providing computer software used in security analyses; providing
portfolio performance evaluation and technical market analyses; and providing
other services relevant to the investment decision making process. It is the
policy of the Advisor that such research services will be used for the benefit
of the Fund as well as other Calvert Group funds and managed accounts.
For the fiscal year ended March 31, 1999, the Fund, through its Advisor
and/or Subadvisor, directed brokerage for research services in the following
amounts:
Related
Amount of Transactions Commissions
------------------------ -----------
New Africa $___________ $_________
The Portfolio turnover rates for the last two fiscal years are as follows:
1998 1999
---- ----
New Africa 74% ___%
INDEPENDENT ACCOUNTANTS AND CUSTODIANS
--------------------------------------
PricewaterhouseCoopers LLP has been selected by the Board of Directors to
serve as independent auditors for fiscal year 2000. 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 custodians have no part in deciding the Fund's investment
policies or the choice of securities that are to be purchased or sold for the
Fund.
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
---------------------------------------------------
As of ______, 1999, the following shareholders owned of record 5% or more
of the class of the Fund shown:
Name and Address % of Ownership
The Public School Retirement System _______%, class A
of the City of St. Louis
#1 Mercantile Center, Suite 2607
St. Louis, MO 63101-1615
Florida A&M University Foundation ________%, class A
Lee Hall, Room 200-G
Tallahassee, FL 32307
GENERAL INFORMATION
-------------------
The Fund is an open-end non-diversified management investment company,
organized as a Maryland Corporation (Calvert New World Fund, Inc.) on December
22, 1994. Each share represents an equal proportionate interest with each other
share and is entitled to such dividends and distributions out of the income
belonging to such class as declared by the Board. The Fund offer three separate
classes of shares: Class A, Class B, and Class C. Each class represents
interests in the Fund of investments but, as further described in the
prospectus, each class is subject to differing sales charges and expenses, which
differences will result in differing net asset values and distributions. Upon
any liquidation of the Fund, shareholders of each class are entitled to share
pro rata in the net assets available for distribution.
The Fund is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes such as electing Directors, changing
fundamental policies, or approving a management contract. As a shareholder, you
receive one vote for each share you own, except that matters affecting classes
differently, such as Distribution Plans, will be voted on separately by the
affected class(es).
APPENDIX
--------
CORPORATE BOND AND COMMERCIAL PAPER RATINGS
CORPORATE BONDS:
Description of Moody's Investors Service Inc.'s/Standard & Poor's bond ratings:
Aaa/AAA: Best quality. These bonds carry the smallest degree of investment
risk and are generally referred to as "gilt edge." Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. This rating indicates an extremely strong capacity to pay principal and
interest.
Aa/AA: Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree. They are rated lower
than the best bonds because margins of protection may not be as large as in Aaa
securities, fluctuation of protective elements may be of greater amplitude, or
there may be other elements present which make long-term risks appear somewhat
larger than in Aaa securities.
A/A: Upper-medium grade obligations. Factors giving security to principal
and interest are considered adequate, but elements may be present which make the
bond somewhat more susceptible to the adverse effects of circumstances and
economic conditions.
Baa/BBB: Medium grade obligations; adequate capacity to pay principal and
interest. Whereas they normally exhibit adequate protection parameters, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity to pay principal and interest for bonds in this category than
for bonds in higher rated categories.
Ba/BB, B/B, Caa/CCC, Ca/CC: Debt rated in these categories is regarded as
predominantly speculative with respect to capacity to pay interest and repay
principal. The higher the degree of speculation, the lower the rating. While
such debt will likely have some quality and protective characteristics, these
are outweighed by large uncertainties or major risk exposure to adverse
conditions.
C/C: This rating is only for income bonds on which no interest is being
paid.
D: Debt in default; payment of interest and/or principal is in arrears.
COMMERCIAL PAPER:
MOODY'S INVESTORS SERVICE, INC.:
The Prime rating is the highest commercial paper rating assigned by
Moody's. Among the factors considered by Moody's in assigning ratings are the
following: (1) evaluation of the management of the issuer; (2) economic
evaluation of the issuer's industry or industries and an appraisal of
speculative-type risks which may be inherent in certain areas; (3) evaluation of
the issuer's products in relation to competition and customer acceptance; (4)
liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over
a period of ten years; (7) financial strength of a parent company and the
relationships which exist with the issuer; and (8) recognition by management of
obligations which may be present or may arise as a result of public interest
questions and preparations to meet such obligations. Issuers within this Prime
category may be given ratings 1, 2, or 3, depending on the relative strengths of
these factors.
STANDARD & POOR'S CORPORATION:
Commercial paper rated A by Standard & Poor's has the following
characteristics: (i) liquidity ratios are adequate to meet cash requirements;
(ii) long-term senior debt rating should be A or better, although in some cases
BBB credits may be allowed if other factors outweigh the BBB; (iii) the issuer
should have access to at least two additional channels of borrowing; (iv) basic
earnings and cash flow should have an upward trend with allowances made for
unusual circumstances; and (v) typically the issuer's industry should be well
established and the issuer should have a strong position within its industry and
the reliability and quality of management should be unquestioned. Issuers rated
A are further referred to by use of numbers 1, 2 and 3 to denote the relative
strength within this highest classification.
<PAGE>
LETTER OF INTENT
Date
Calvert Distributors, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814
Ladies and Gentlemen:
By signing this Letter of Intent, or affirmatively marking the Letter of
Intent option on my Fund Account Application Form, I agree to be bound by the
terms and conditions applicable to Letters of Intent appearing in the Prospectus
and the Statement of Additional Information for the Fund and the provisions
described below as they may be amended from time to time by the Fund. Such
amendments will apply automatically to existing Letters of Intent.
I intend to invest in the shares of: (Fund or Portfolio name)
during the thirteen (13) month period from the date of my first purchase
pursuant to this Letter (which cannot be more than ninety (90) days prior to the
date of this Letter or my Fund Account Application Form, whichever is
applicable), an aggregate amount (excluding any reinvestments of distributions)
of at least fifty thousand dollars ($50,000) which, together with my current
holdings of the Fund (at public offering price on date of this Letter or my Fund
Account Application Form, whichever is applicable), will equal or exceed the
amount checked below:
__ $50,000 __ $100,000 __ $250,000 __ $500,000 __ $1,000,000
Subject to the conditions specified below, including the terms of escrow,
to which I hereby agree, each purchase occurring after the date of this Letter
will be made at the public offering price applicable to a single transaction of
the dollar amount specified above, as described in the Fund's prospectus. No
portion of the sales charge imposed on purchases made prior to the date of this
Letter will be refunded.
I am making no commitment to purchase shares, but if my purchases within
thirteen months from the date of my first purchase do not aggregate the minimum
amount specified above, I will pay the increased amount of sales charges
prescribed in the terms of escrow described below. I understand that 4.75% of
the minimum dollar amount specified above will be held in escrow in the form of
shares (computed to the nearest full share). These shares will be held subject
to the terms of escrow described below.
From the initial purchase (or subsequent purchases if necessary), 4.75% of
the dollar amount specified in this Letter shall be held in escrow in shares of
the Fund by the Fund's transfer agent. For example, if the minimum amount
specified under the Letter is $50,000, the escrow shall be shares valued in the
amount of $2,375 (computed at the public offering price adjusted for a $50,000
purchase). All dividends and any capital gains distribution on the escrowed
shares will be credited to my account.
If the total minimum investment specified under the Letter is completed
within a thirteen month period, escrowed shares will be promptly released to me.
However, shares disposed of prior to completion of the purchase requirement
under the Letter will be deducted from the amount required to complete the
investment commitment.
Upon expiration of this Letter, the total purchases pursuant to the Letter
are less than the amount specified in the Letter as the intended aggregate
purchases, Calvert Distributors, Inc. ("CDI") will bill me for an amount equal
to the difference between the lower load I paid and the dollar amount of sales
charges which I would have paid if the total amount purchased had been made at a
single time. If not paid by the investor within 20 days, CDI will debit the
difference from my account. Full shares, if any, remaining in escrow after the
aforementioned adjustment will be released and, upon request, remitted to me.
I irrevocably constitute and appoint CDI as my attorney-in-fact, with full
power of substitution, to surrender for redemption any or all escrowed shares on
the books of the Fund. This power of attorney is coupled with an interest.
The commission allowed by Calvert Distributors, Inc. to the broker-dealer
named herein shall be at the rate applicable to the minimum amount of my
specified intended purchases.
The Letter may be revised upward by me at any time during the
thirteen-month period, and such a revision will be treated as a new Letter,
except that the thirteen-month period during which the purchase must be made
will remain unchanged and there will be no retroactive reduction of the sales
charges paid on prior purchases.
In determining the total amount of purchases made hereunder, shares
disposed of prior to termination of this Letter will be deducted. My
broker-dealer shall refer to this Letter of Intent in placing any future
purchase orders for me while this Letter is in effect.
Dealer Name of Investor(s)
By
- --
Authorized Signer Address
Date SIGNATURE OF INVESTOR(S)
Date SIGNATURE OF INVESTOR(S)
<PAGE>
PART C. OTHER INFORMATION
Item 23. Exhibits
99.B1 Articles of Incorporation, filed herewith.
99.B2 By-Laws, filed herewith.
99.B5. Investment Advisory Contract, filed herewith.
99.B5.a. Investment Sub-Advisory Contract (New Africa Advisers,
Inc.), filed herewith.
99.B5.b. Investment Sub-Advisory Contract (Calvert Asset Management
Company, Inc.), filed herewith.
99.B6 Underwriting Agreement, incorporated by reference to
Registrant's Post-Effective Filing No. 4, filed May 28, 1998,
Accession Number 0000934700-98-000005.
99.B7 Directors' Deferred Compensation Agreement, filed herewith.
99.B8 Custodial Contract, incorporated by reference to
Registrant's Pre-Effective Filing No. 2.
99.B9a Transfer Agency Contract and Shareholder Servicing Contract,
incorporated by reference to Registrant's Post-Effective
Filing No. 4, May 28, 1998, Accession Number 0000934700-
98-000005.
99.B9b Administrative Services Agreement, filed herewith.
99.B10 Opinion and Consent of Counsel as to Legality of Shares
Being Registered, filed herewith.
99.B13 Letter regarding Initial Capital, filed herewith.
99.B15 Plan of Distribution, for Class A, B and C, filed herewith.
99.B17a 18f-3 Multiple Class Plan Document, incorporated by reference
to Registrant's Post-Effective Filing No. 4, May 28, 1998,
Accession Number 0000934700-98-000005.
99.B17b Exhibit 24 - Power of Attorney Forms signed by each Director,
filed herewith.
Item 24. Persons Controlled By or Under Common Control With Registrant
Not applicable.
Item 25. Indemnification
Registrant's By-Laws provide, in summary, that officers, directors,
employees, and agents shall be indemnified by Registrant against liabilities
and expenses incurred by such persons in connection with actions, suits, or
proceedings arising out of their offices or duties of employment, except that
no indemnification can be made to such a person if he has been adjudged liable
of willful misfeasance, bad faith, gross negligence, or reckless disregard of
his duties. In the absence of such an adjudication, the determination of
eligibility for indemnification shall be made by independent counsel in a
written opinion or by the vote of a majority of a quorum of directors who are
neither "interested persons" of Registrant, as that term is defined in Section
2(a)(19) of the Investment Company Act of 1940, nor parties to the proceeding.
Registrant may purchase and maintain liability insurance on behalf of
any officer, director, employee or agent against any liabilities arising from
such status. In this regard, Registrant maintains a Directors & Officers
(Partners) Liability Insurance Policy with Chubb Group of Insurance Companies,
15 Mountain View Road, Warren, New Jersey 07061, providing Registrant with $5
million in directors and officers errors and omissions liability coverage,
plus $5 million in excess directors and officers liability coverage for the
independent directors only. Registrant also maintains an $8 million Investment
Company Blanket Bond (fidelity coverage) issued by ICI Mutual Insurance
Company, P.O. Box 730, Burlington, Vermont 05402.
Item 26. Business and Other Connections of Investment Adviser
Name of Company, Principal
Name Business and Address Capacity
Barbara J. Krumsiek Calvert Variable Series, Inc. Officer
Calvert Municipal Fund, Inc. and
Calvert World Values Fund, Inc. Director
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income and
Calvert Tax-Free Reserves Trustee
Calvert Social Investment Fund
Calvert Cash Reserves
The Calvert Fund
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
----------------
Calvert Group, Ltd. Officer
Holding Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Distributors, Inc. Officer
Broker-Dealer and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert New World Fund, Inc. Director
Investment Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
--------------
Alliance Capital Mgmt. L.P. Sr. Vice President
Mutual Fund Division Director
1345 Avenue of the Americas
New York, NY 10105
--------------
Ronald M. Wolfsheimer First Variable Rate Fund Officer
for Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
--------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company and
4550 Montgomery Avenue Director
Bethesda, Maryland 20814
---------------
Calvert Distributors, Inc. Director
Broker-Dealer and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Reno J. Martini Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Director
Holding Company and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
First Variable Rate Fund Officer
for Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert New World Fund, Inc. Director
Investment Company and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Calvert-Sloan Advisers, LLC Director
Investment Advisor and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Maceo K. Sloan Sloan Financial Group, Inc. Founder,
Holding Company Chairman,
103 West Main Street, 4th Floor President
Durham, North Carolina 27701 and CEO
------------------
Sloan Holdings, Inc. Chairman
Holding Company
103 West Main Street, 4th Floor
Durham, North Carolina 27701
------------------
New Africa Advisers, Inc. Chairman
Investment Adviser
103 West Main Street, 4th Floor
Durham, North Carolina 27701
------------------
NCM Capital Management Group, Inc. Founder,
Investment Adviser Chairman,
103 West Main Street, 4th Floor President
Durham, North Carolina 27701 and CEO
------------------
Sloan Communications, Inc. Chairman
Telecommunications Corporation
103 West Main Street, 4th Floor
Durham, North Carolina 27701
------------------
PCS Development Corporation Chairman
Telecommunications Corporation
P.O. Box 272
24 Vardry Street, Suite 401
Greenville, South Carolina 29602
------------------
Calvert-Sloan Advisers, L.L.C. Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
CREF College Retirement Equities
Fund Trustee
Equity Pension Fund
1730 Third Avenue
New York, New York 10017
------------------
Mechanics and Farmers Bank Director
116 West Parrish Street
Durham, North Carolina 27702
------------------
National Association of Securities Director
Professionals
c/o Pryor, McClendon, Counts & Co., Inc.
1100 Peachtree Street, Suite 1660
Atlanta, Georgia 30309
------------------
News and Observer Publishing Director
Company
Newspaper/Magazine Publishing Company
P.O. Box 191
215 South McDowell Street
Raleigh, North Carolina 27601
------------------
National Investment Managers Founder
Association
Professional Organization Chairman
1899 L Street, N.W., 5th Floor
Washington, D.C. 20036
------------------
Calvert New World Fund, Inc. Director
Investment Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
--------------
Justin F. Beckett Sloan Financial Group, Inc. Director,
Holding Company Executive
103 West Main Street, Vice Pres.
4th Floor
Durham, North Carolina 27701
------------------
Sloan Holdings, Inc. Executive
Holding Company Vice Pres.
103 West Main Street, 4th Floor
Durham, North Carolina 27701
------------------
New Africa Advisers, Inc. Founder,
Investment Adviser President,
103 West Main Street, 4th Floor and CEO
Durham, North Carolina 27701
------------------
NCM Capital Management Group, Inc.
Investment Advise Executive
103 West Main Street, Vice Pres.
4th Floor
Durham, North Carolina 27701
------------------
Sloan Communications, Inc. Director
Telecommunications Corporation
103 West Main Street, 4th Floor
Durham, North Carolina 27701
------------------
PCS Development Corporation Director
Telecommunications Corporation
P.O. Box 272
24 Vardry Street, Suite 401
Greenville, South Carolina 29602
------------------
Calvert-Sloan Advisers, L.L.C. Director
Investment Advisor and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
Calvert New World Fund, Inc. Officer
Investment Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
--------------
Victoria Treadwell NCM Capital Management Officer
Investment Advisor
103 West Main Street
Durham, North Carolina 27701
------------------
Calvert-Sloan Advisers, L.L.C. Director
Investment Advisor and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
---------------
William M. Tartikoff Acacia National Life Insurance Officer
Insurance Company
7315 Wisconsin Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Officer
Services Company
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co. Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Director
Broker-Dealer and
4550 Montgomery Avenue Officer
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Craig Cloyed Calvert-Sloan Advisers, L.L.C. Director
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Susan Walker Bender Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Katherine Stoner Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Ivy Wafford Duke Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Victor Frye Calvert Group, Ltd. Officer
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Administrative Services Co. Officer
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Calvert Asset Management Co., Inc. Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Shareholder Services, Inc. Officer
Transfer Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert Distributors, Inc. Officer
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
Calvert-Sloan Advisers, LLC Officer
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
----------------
First Variable Rate Fund for Officer
Government Income
Calvert Tax-Free Reserves
Calvert Cash Reserves
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
---------------
Item 29. Principal Underwriters
(a) Registrant's principal underwriter also underwrites
shares of First Variable Rate Fund for Government Income, Calvert
Tax-Free Reserves, Calvert Social Investment Fund, Calvert Cash Reserves,
The Calvert Fund, Calvert Municipal Fund, Inc., Calvert World Values
Fund, Inc., and Calvert Variable Series, Inc.
(b) Positions of Underwriter's Officers and Directors
Name and Principal Position(s) with Position(s) with
Business Address Underwriter Registrant
Barbara J. Krumsiek Director and President President and
Director
Ronald M. Wolfsheimer Director, Senior Vice Treasurer
President and Chief Financial Officer
William M. Tartikoff Director, Senior Vice Vice President and
President and Secretary Secretary
Craig Cloyed Senior Vice President None
Karen Becker Vice President, Operations None
Steve Cohen Vice President None
Geoffrey Ashton Regional Vice President None
Martin Brown Regional Vice President None
Bill Hairgrove Regional Vice President None
Steve Himber Regional Vice President None
Ben Ogbogu Regional Vice President None
Tom Stanton Regional Vice President None
Christie Teske Regional Vice President None
Tanya Williams Regional Vice President None
Susan Walker Bender Assistant Secretary Assistant Secretary
Katherine Stoner Assistant Secretary Assistant Secretary
Ivy Wafford Duke Assistant Secretary Assistant Secretary
Victor Frye Assistant Secretary Assistant Secretary
and Compliance Officer
(c) Inapplicable.
Item 30. Location of Accounts and Records
Ronald M. Wolfsheimer, Treasurer
and
William M. Tartikoff, Secretary
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
Item 31. Management Services
Not Applicable
Item 32. Undertakings
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereto duly authorized in the City of Bethesda, and State of Maryland,
on the 1st day of June, 1999.
CALVERT NEW WORLD FUND, INC.
By: _____________**______________
Barbara J. Krumsiek
Director
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on May 28, 1998.
Signature Title
__________**____________ Director
Barbara J. Krumsiek (Principal Executive Officer)
__________**____________ Treasurer
Ronald M. Wolfsheimer (Principal Accounting Officer)
__________**____________ Director
Elias Belayneh
__________**____________ Director
Robert S. Browne
__________**____________ Director
Reno Martini
__________**____________ Director
Madala Mthembu
__________**____________ Director
Donald R. Norland
__________**____________ Director
Maceo K. Sloan
__________**____________ Director
Tim Smith
**By Susan Walker Bender as Attorney-in-fact. See Exhibit 24.
<PAGE>
EXHIBIT INDEX
Form N-1A
Item No.
99.B1 Articles of Incorporation, filed herewith.
99.B2 By-Laws, filed herewith.
99.B5. Investment Advisory Contract, filed herewith.
99.B5.a. Investment Sub-Advisory Contract (New Africa Advisers,
Inc.), filed herewith.
99.B5.b. Investment Sub-Advisory Contract (Calvert Asset Management
Company, Inc.), filed herewith.
99.B7 Directors' Deferred Compensation Agreement, filed herewith.
99.B9b Administrative Services Agreement, filed herewith.
99.B10 Opinion and Consent of Counsel as to Legality of Shares
Being Registered, filed herewith.
99.B13 Letter regarding Initial Capital, filed herewith.
99.B15 Plan of Distribution, for Class A, B and C, filed herewith.
99.B17b Exhibit 24 - Power of Attorney Forms signed by each Director,
filed herewith.
Exhibit 10
June 1, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Exhibit 10, Form N-1A
Calvert New World Fund, Inc.
File numbers: 33-87744 and 811-8924
Ladies and Gentlemen:
As counsel to Calvert Group, Ltd., it is my opinion that the
securities being registered by this Post-Effective Amendment No. 5 will be
legally issued, fully paid and non-assessable when sold. My opinion is based
on an examination of documents related to Calvert New World Fund, Inc. (the
"Fund"), including its Articles of Incorporation, other original or
photostatic copies of Fund records, certificates of public officials,
documents, papers, statutes, or authorities as I deemed necessary to form the
basis of this opinion.
I therefore consent to filing this opinion of counsel with the
Securities and Exchange Commission as an Exhibit to the Fund's Post-Effective
Amendment No. 5 to its Registration Statement.
Sincerely,
/s/ Susan Walker Bender
Susan Walker Bender
Associate General Counsel
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Barbara J. Krumsiek Elias Belayneh
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Madala Mthembu Robert S. Browne
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Tim Smith Barbara J. Krumsiek
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
J.S. Calloway Reno Martini
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Katherine Stoner Madala Mthembu
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
William M. Tartikoff Donald R. Norland
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Barbara J. Krumsiek Maceo K. Sloan
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director of Calvert New World Fund, Inc. (The "Fund"),
hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker
Bender, and Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke my true and
lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements and amendments
filed by the Funds with any federal or state agency, and to do all such things
in my name and behalf necessary for registering and maintaining registration
or exemptions from registration of the Funds with any government agency in any
jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Barbara J. Krumsiek Tim Smith
Witness Name of Director
<PAGE>
POWER OF ATTORNEY
I, the undersigned Officer of Calvert New World Fund, Inc.
(The "Fund"), hereby constitute William M. Tartikoff, Lisa Crossley,
Susan Walker Bender, Ivy Wafford Duke, and Katherine Stoner my true and
Lawful attorneys, with full power to each of them, to sign for me and in my
name in the appropriate capacities, all registration statements
and amendments filed by the Funds with any federal or state agency, and to
do all such things in my name and behalf necessary for registering and
maintaining registration or exemptions from registration of the Funds
with any government agency in any jurisdiction, domestic or foreign.
The same persons are authorized generally to do all such things
in my name and behalf to comply with the provisions of all federal,
state and foreign laws, regulations, and policy pronouncements affecting
the Funds, including, but not limited to, the Securities Act of 1933,
the Securities Exchange Act of 1934, the Investment Company Act of 1940,
the Investment Advisers Act of 1940, and all state laws regulating the
securities industry.
The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Funds in
connection with any transaction approved by the Board of Directors.
When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the
Funds, the signing is automatically ratified and confirmed by me by
virtue of this Power of Attorney.
WITNESS my hand on the date set forth below.
May 8, 1997 /s/
Date Signature
Barbara J. Krumsiek Ronald M. Wolfsheimer
Witness Name of Officer
--
ARTICLES OF INCORPORATION
OF
CALVERT NEW WORLD FUND, INC.
ARTICLE I
THE UNDERSIGNED, William M. Tartikoff, Esq., whose business address is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, and who is at least
18 years of age, hereby acts as an incorporator under and by virtue of the
General Corporation Law of the State of Maryland authorizing the formation of
corporations.
ARTICLE II
NAME
----
The name of the Corporation is CALVERT NEW WORLD FUND, INC. (the "Fund" or
"Corporation").
ARTICLE III
PURPOSE AND POWERS
------------------
The purpose for which the Corporation is formed and the business to be
transacted, carried on and promoted by it are as follows:
1. To conduct and carry on the business of an investment company of the
management type.
2. To hold, invest and reinvest its assets in securities or other
investments, and in connection with those investments to hold part or all of its
assets in cash.
3. To issue and sell shares of its own capital stock in such amounts and on
such terms and conditions, for such purposes and for such amount or kind of
consideration permitted by the Maryland General Corporation Law and by these
Articles of Incorporation, as its Board of Directors may determine.
4. To redeem, purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue or cancel (all without the vote or consent of the shareholders
of the Corporation) shares of its capital stock, in any manner and to the extent
permitted by the Maryland General Corporation Law and by these Articles of
Incorporation.
5. To engage in any or all other lawful business for which corporations may
be incorporated under the Maryland General Corporation Law.
6. To do any and all such further acts or things to exercise any and all
such further powers or rights as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any of the foregoing purposes or objects.
The Corporation is authorized to exercise and enjoy all the powers, rights
and privileges granted to, or conferred on, corporations by the Maryland General
Corporation Law, and the enumeration of the foregoing does not exclude any
powers, rights or privileges so granted or conferred.
ARTICLE IV
PRINCIPAL OFFICE AND RESIDENT AGENT
-----------------------------------
The address of the principal office of the Corporation in the State of
Maryland is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814. The
resident agent of the Corporation is William M. Tartikoff, Esq., at the same
address.
ARTICLE V
CAPITAL STOCK
-------------
The total number of shares of capital stock that the Corporation has
authority to issue is TWO BILLION shares of the par value of One Cent ($0.01)
per share and of the aggregate par value of TWENTY MILLION DOLLARS
($20,000,000). Two Hundred Fifty Million (250,000,000) of such shares will be
issued as common stock of the series designated Calvert New Africa Fund. The
balance of One Billion Seven Hundred Fifty Million (1,750,000,000) shares may be
issued in any series or class, each comprising such number of shares and having
such preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as will be determined from time to time by resolution of the Board of
Directors, to whom authority to take such action is hereby expressly granted
(all without the vote or consent of the shareholders of the Corporation).
1. The Board of Directors is hereby authorized (subject to applicable law)
to change the designation of any series, and to increase or decrease the number
of shares of any series, except that the number of shares may not be decreased
below the number of shares then outstanding. The Board may classify or
reclassify any series into one or more classes. Authority granted to the Board
by these Articles to act with respect to any series of the Fund shall be equally
applicable to any class of shares of any series.
2. The holders of each share of stock of the Corporation are entitled to one
vote for each full share, and a fractional vote for each fractional share of
stock, irrespective of series, then recorded in the shareholder's name on the
books of the Corporation. On any matter submitted to a vote of the shareholders,
all shares of the Corporation then issued and outstanding and entitled to vote
will be voted in the aggregate and not by series except (i) when otherwise
required by law; and (ii) if the Board of Directors, in its sole discretion,
determines that any matter concerns only one or more particular series or class,
it may direct that only holders of that or those series or classes may vote on
the matter.
3. The Corporation may issue shares of stock in fractional denominations to
the same extent as its whole shares. Fractional shares have proportionate rights
including, without limitation, the right to vote, receive dividends and
distributions and the right to participate upon liquidation of the Corporation.
No stock certificates will be issued to represent fractional shares.
4. Each series has the following powers, preferences or other special
rights, with the qualifications, restrictions, and limitations thereof as noted:
(a) Except as may be otherwise provided in these Articles, all consideration
the Corporation receives for the issue or sale of shares of a particular series
belongs to that series alone, subject only to the rights of creditors.
Consideration includes all assets in which the consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of the assets, and any
funds or payments derived from any reinvestment of the proceeds in whatever
form.
(b) The Board of Directors in its discretion may periodically declare and
pay dividends or distributions, in stock or in cash, on any or all series or
classes of shares. The Board will determine whether to make a distribution and,
if so, the amount of the distribution, giving due consideration to the interests
of each series and the Corporation as a whole.
(i) Dividends or distributions on shares of any series of stock will be paid
only out of surplus or other lawfully available assets determined by the Board
of Directors as belonging to that series.
(ii) The Board of Directors has the power in its discretion to distribute
dividends, including dividends in amounts sufficient in the Board's opinion to
enable the Corporation to qualify as a "regulated investment company" under the
federal tax laws, and accordingly to avoid liability for the Corporation for
federal income tax in that year. The distribution of dividends includes
dividends designated in whole or in part as capital gains distributions.
(c) The allocation of assets and liabilities to a given series is determined
by the Board of Directors, and may be delegated to the advisor of the Fund or
its affiliates. Any decision of the Board as to the allocation of assets and
liabilities is final. The assets belonging to any series of stock will generally
be charged with the liabilities of that series and with its allocable portion of
the overall liabilities of the Corporation.
(d) In the event of the liquidation of the Corporation, the shareholders of
each series will be entitled to receive, as a series, the net excess of assets
over liabilities as allocable to that series. Such assets will be distributed to
shareholders in proportion to the number of shares held and recorded on the
books of the Corporation. Assets not readily identifiable as belonging to any
particular series will be allocated by or under the supervision of the Board of
Directors, and the decision with regard to the allocation will be conclusive and
binding for all purposes.
(e) The Corporation's shares of stock are issued and sold subject to the
provisions of these Articles of Incorporation and the Fund's Bylaws.
ARTICLE VI
PROVISIONS FOR DEFINING, LIMITING, AND REGULATING
CERTAIN POWERS OF THE CORPORATION AND OF
THE DIRECTORS AND SHAREHOLDERS
---------------------------------
1. Initially, the Corporation will have one director. This number may be
increased pursuant to the Bylaws of the Corporation but will never be less than
the minimum number required by the Maryland General Corporation Law. Clifton S.
Sorrell, Jr. will act as director until the first meeting or until his
successors are duly elected and qualify.
2. The Board of Directors of the Corporation is hereby empowered to
authorize the periodic issuance of shares of capital stock for consideration it
deems advisable (without the vote or consent of the shareholders of the
Corporation).
3. No holder of shares of the Corporation has any right to purchase or
subscribe for shares of the capital stock of the Corporation or any other
security of the Corporation which it may issue or sell other than what the Board
of Directors in its discretion determines to offer.
4. The Board of Directors will manage the business and affairs of the
Corporation, and may exercise all powers of the Corporation except those powers
which are by law, by these Articles of Incorporation or by the Bylaws conferred
on or reserved to the shareholders. In furtherance and not in limitation of the
powers conferred by law, the Board of Directors has the power:
(a) to make, alter and repeal Bylaws of the Corporation.
(b) to set apart, out of assets of the Corporation available for dividends,
reserves for working capital or for any other proper purpose, and to reduce,
abolish or add to any reserve as the Board of Directors deems in the best
interest of the Corporation. The Board will determine in its discretion what
part of the assets of the Corporation, available for dividends in excess of any
reserve, will be declared in dividends and paid to the shareholders of the
Corporation.
5. Notwithstanding any provision of the Maryland General Corporation Law
requiring a greater proportion than a majority of the votes of all series or
class of any series of the Corporation's stock entitled to be cast in order to
take or authorize any action, any action may be taken or authorized upon the
concurrence of a majority of the aggregate number of votes entitled to be cast
subject to applicable laws and regulations, or rules or orders of the Securities
and Exchange Commission or any successor regulator.
6. Regarding the following items, any determination made by or pursuant to
the direction of the Board of Directors will be final and conclusive as long as
it is made in good faith and, so far as accounting matters are involved, in
accordance with generally accepted accounting principles. Such determinations
include:
- - the amount and value of the assets, debts, obligations, or liabilities of
the Corporation;
- - the amount of any reserves or charges set up and the propriety thereof;
- - the time of or purpose for creating such reserves or charges;
- - the use, alteration or cancellation of any reserves or charges (whether or
not any debt, obligation or liability for which such reserves or charges will
have been created have been paid or discharged or will be then or thereafter
required to be paid or discharged);
- - the establishment or designation of procedures or methods to be employed
for valuing any asset of the Corporation;
- - the allocation of any asset of the Corporation to a particular series or
class of the Corporation's stock;
- - the funds available for the declaration of dividends and the declaration
of dividends;
- - the charging of any liability of the Corporation to a particular series or
class of the Corporation's stock;
- - the number of shares of any series or class of the Corporation's
outstanding stock;
- - the estimated expense to the Corporation in connection with purchases or
redemptions of its shares;
- - the ability to liquidate investments in an orderly fashion; or any other
matters relating to the issue, sale, purchase or redemption or other acquisition
or disposition of investments or shares of the Corporation, or the determination
of net asset value per share of shares of any series or class of the
Corporation's stock.
ARTICLE VII
REDEMPTION OF SHARES
--------------------
1. Each holder of shares of capital stock of the Corporation will be
entitled to require the Corporation to redeem all or any part of the shares of
capital stock of the Corporation standing in the name of such holder on the
books of the Corporation, at the redemption price of such shares as in effect,
subject to the right of the Board of Directors of the Corporation to suspend the
right of redemption of shares of capital stock of the Corporation or postpone
the time of payment of the redemption price in accordance with provisions of
applicable law. The redemption price of shares of capital stock of the
Corporation will be its net asset value as determined by, or pursuant to the
direction of, the Board of Directors of the Corporation in accordance with the
provisions of applicable law, less any redemption fee or other charge, if any,
as detailed in disclosure documents of the Fund as filed with the Securities and
Exchange Commission. Redemption is conditioned on the Corporation having funds
legally available for that purpose. Payment of the redemption price will be made
by the Corporation in cash or by check on current funds, or in assets other than
cash, at such time and in such manner as determined by the Board of Directors of
the Corporation.
2. If the Board of Directors determines that the net asset value per share
of any series or class of the Corporation's stock should remain constant, the
Corporation may declare, pay and credit as dividends periodically the net income
(which may include or give effect to realized and unrealized gains and losses,
as determined in accordance with the Corporation's accounting and portfolio
valuation policies) of the Corporation allocated to that series or class. If the
amount so determined for any day is negative, the Corporation may, without the
payment of monetary compensation but in consideration of the interest of the
Corporation and its shareholders in maintaining a constant net asset value per
share of the series, redeem pro rata from all the shareholders of record of
shares of the series or class at the time of the redemption (in proportion to
their respective holdings) the number of outstanding shares of the series or
class, or fractions thereof, as is required to permit the net asset value per
share of the series to remain constant.
3. If, in the sole determination of the Board of Directors, the continuation
of the offering of shares of any one or more series or classes is no longer in
the best interest of the Corporation, e.g., because market conditions have
changed, regulatory problems have developed, or participation in the series or
class is low, the Corporation may cease the offering of shares of the series or
class and may, by majority vote of the Board of Directors, require the
redemption of all outstanding shares of the series or class with forty-five (45)
days prior written notice to the shareholders, all subject to the requirements
of applicable securities laws and regulations and the Maryland General
Corporation Law.
ARTICLE VIII
AMENDMENT
---------
The Corporation reserves the right at any time to alter, amend or repeal
any provisions contained in these Articles of Incorporation, including any
amendment that alters the contract rights of any outstanding stock, at any time
in the manner now or hereafter prescribed by the laws of the State of Maryland,
and all rights conferred on the Corporation's shareholders, directors and
officers by these Articles are granted subject to this reservation.
IN WITNESS WHEREOF, CALVERT NEW WORLD FUND, INC. has caused these Articles
of Incorporation to be signed in its name and on its behalf by its Incorporator
on this 20th day of December, 1994.
CALVERT NEW WORLD FUND, INC.
I acknowledge the Articles of Incorporation to be my act.
Acknowledgment:
William M. Tartikoff
Incorporator
ATTEST:
Clifton S. Sorrell, Jr.
Director
BY-LAWS
OF
CALVERT NEW WORLD FUND, INC.
ARTICLE 1
---------
ARTICLES OF INCORPORATION AND PRINCIPAL OFFICE
----------------------------------------------
1.1 ARTICLES OF INCORPORATION. These By-laws are subject to the
---------------------------
Articles of Incorporation of Calvert New World Fund, Inc. (the "Fund" or
"Corporation"), a corporation established under the General Corporation Law of
the State of Maryland.
1.2 PRINCIPAL OFFICE OF THE FUND. The principal office of the Fund
--------------------------------
will be 4550 Montgomery Avenue, Bethesda, Maryland, 20814.
ARTICLE 2
---------
DIRECTORS AND MEETINGS
----------------------
2.1 NUMBER OF DIRECTORS. The Corporation will have at least one
---------------------
director. This number may be increased by a majority vote of the Board of
Directors, but will never be less than the minimum number required by the
Maryland General Corporation Law.
2.2 QUORUM. At any meeting of the Directors a majority of the
------
Directors then in office will constitute a quorum. Any meeting may be adjourned
from time to time by a majority of the votes cast upon the question, whether or
not a quorum is present, and the meeting may be held as adjourned without
further notice.
2.3 REGULAR MEETINGS. Regular meetings of the Directors may be held
-----------------
without call or notice at such places and at such times as the Directors may
from time to time determine, provided that notice of the first regular meeting
following any such determination will be given to absent Directors.
2.4 SPECIAL MEETINGS. Special meetings of the Directors may be held at
----------------
any time and at any place designated in the call of the meeting when called by
the Chairman of the Directors, the President or the Controller or by two or more
Directors, sufficient notice thereof being given to each Director by the
Secretary or an Assistant Secretary or by the officer of the Directors calling
the meeting.
2.5 NOTICE. It will be sufficient notice to a Director of a special
------
meeting to send notice by mail at least forty-eight hours or by telegram or
facsimile at least twenty-four hours before the meeting addressed to the
Director at his or her usual or last known business or residence address or to
give notice to him or her in person or by telephone at least twenty-four hours
before the meeting. Notice of a meeting need not be given to any Director if a
written waiver of notice, executed by him or her before or after the meeting, is
filed with the records of the meeting, or to any Director who attends the
meeting without protesting prior thereto or at its commencement the lack of
notice to him or her. Neither notice of a meeting nor a waiver of a notice need
specify the purposes of the meeting.
2.6 PARTICIPATION BY TELEPHONE. One or more of the Directors may
----------------------------
participate in a meeting by means of a conference telephone or similar
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means will constitute
presence in person at a meeting to the extent permitted by the Investment
Company Act of 1940.
2.7 SPECIAL ACTION. When all the Directors will be present at any
---------------
meeting, however called, or for whatever purpose held, or will assent to the
holding of the meeting without notice, or after the meeting will sign a written
assent thereto on the record of such meeting, the acts of such meeting will be
valid as if the meeting had been regularly held.
2.8 ACTION BY CONSENT. Any action by the Directors may be taken
-------------------
without a meeting if a written consent thereto is signed by all the Directors
and filed with the records of the Directors' meeting, or by telephone consent
provided a quorum of Directors participate in any such telephone meeting. Such
consent will be treated as a vote of the Directors for all purposes.
ARTICLE 3
---------
OFFICERS
--------
3.1 ENUMERATION; QUALIFICATION. The officers of the Corporation will
---------------------------
be a the President, a Treasurer or Controller, a Secretary and any such other
officers, including Vice Presidents and Assistant Secretaries, if any, as the
Directors from time to time may in their discretion elect. The Corporation may
also have such agents as the Directors from time to time in their discretion may
appoint. An officer may be but is not required to be a Director or shareholder.
Any two or more offices may be held by the same person, but one person may not
serve concurrently as both President and Vice-President.
3.2 ELECTION. The Chairman of the Directors, the President, the
--------
Controller and the Secretary will be elected annually by the Directors. Other
officers, if any, may be elected by the Directors at any time to serve for one
year until his successor is elected and qualifies. Vacancies in any office may
be filled at any time by the Board of Directors.
3.3 TENURE. The Chairman of the Directors, the President, the
------
Controller and the Secretary will hold office until their respective successors
are chosen and qualified, or in each case until he or she sooner dies, resigns,
is removed or becomes disqualified. Other officers elected by the Directors
serve for one year or until their successors are elected and qualify. If the
Board of Directors in its judgment finds that the best interests of the
corporation will be served, it may remove any officer or agent of the
corporation.
3.4 POWERS. Subject to the other provisions of these By-laws, each
------
officer will have, in addition to the duties and powers herein and in the
Articles of Incorporation set forth, such duties and powers as are commonly
incident to the office occupied by him or her under the General Corporation Law
of the State of Maryland, and such other duties and powers as the Directors may
from time to time designate.
3.5 CHAIRMAN; PRESIDENT. Unless the Directors otherwise provide, the
--------------------
Chairman of the Directors, or, if there is none, or in the absence of the
Chairman, the President will preside at all meetings of the shareholders and of
the Directors. The President will be the chief executive officer of the
Corporation and, subject to the Directors, will have general supervision over
the business and policies of the Corporation.
3.6 CONTROLLER. The Controller will be the chief financial and
----------
accounting officer of the Corporation, and will, subject to the provisions of
the Articles of Incorporation and to any arrangement made by the Directors with
a custodian, investment advisor or manager, or transfer, shareholder servicing
or similar agent, be in charge of the valuable papers, books of account and
accounting records of the Corporation, and will have such other duties and
powers as may be designated from time to time by the Directors or by the
President.
3.7 SECRETARY. The Secretary will record all proceedings of the
---------
shareholders and the Directors in books to be kept for that purpose; the books
or copies of the books will be kept at the principal office of the Corporation.
In the absence of the Secretary from any meeting of the shareholders or
Directors, an assistant secretary, or if there is none or if he or she is
absent, a temporary secretary chosen at such meeting will record the proceedings
thereof in the aforesaid books.
3.8 RESIGNATIONS AND REMOVALS. Any Director or officer may resign at
---------------------------
any time by written instrument signed by him or her and delivered to the
Chairman, the President or the Secretary or to a meeting of the Directors. The
resignation will be effective upon receipt unless specified to be effective at
some other time. The Directors may remove any officer elected by them with or
without cause. Except to the extent expressly provided in a written agreement
with the Corporation, no Director or officer resigning and no officer removed
will have any right to any compensation for any period following his or her
resignation or removal.
ARTICLE 4
---------
COMMITTEES
----------
4.1 GENERAL. The Directors, by vote of a majority of the Directors
-------
then in office, may elect from their number an Executive Committee or other
committees and may delegate thereto some or all of their powers except those
which by law, by the Articles of Incorporation, or by these By-laws may not be
delegated. Except as the Directors may otherwise determine, any such committee
may make rules for the conduct of its business, but unless otherwise provided by
the Directors or in such rules, its business will be conducted so far as
possible in the same manner as is provided by these By-laws for the Directors
themselves. All members of such committees will hold their offices at the
discretion of the Directors. The Directors may abolish any committee at any
time. Any committee to which the Directors delegate any of their powers or
duties will keep records of its meetings and will report its action to the
Directors. The Directors will have power to rescind any action of any
committee, but no such rescission will have retroactive effect.
ARTICLE 5
---------
REPORTS
-------
5.1 GENERAL. The Directors and officers will render reports at the
-------
time and in the manner required by the Articles of Incorporation or any
applicable law. Officers and Committees will render such additional reports as
they may deem desirable or as may from time to time be required by the
Directors.
ARTICLE 6
---------
SEAL
----
6.1 GENERAL. The seal of the Corporation will consist of a flat-faced
-------
die with the word "Maryland," together with the name of the Corporation and the
year of its organization cut or engraved thereon, but, unless otherwise required
by the Directors, the seal will not be necessary to be placed on, and its
absence will not impair the validity of, any document, instrument or other paper
executed and delivered by or on behalf of the Corporation.
ARTICLE 7
---------
EXECUTION OF PAPERS
-------------------
7.1 GENERAL. Except as the Directors may generally or in particular
-------
cases authorize the execution thereof in some other manner, all deeds, leases,
contracts, notes and other obligations made by the Directors will be signed by
the President, any Vice President or Assistant Vice President, or by the
Controller, Secretary or Assistant Secretary and need not bear the seal of the
Corporation.
ARTICLE 8
---------
ISSUANCE OF SHARE CERTIFICATES
------------------------------
8.1 SHARE CERTIFICATES. In lieu of issuing certificates for shares,
-------------------
the Directors or the transfer agent may either issue receipts therefor or may
keep accounts upon the books of the Corporation for the record holders of such
shares, who will in either case be deemed, for all purposes hereunder, to be the
holders of certificates for such shares as if they had accepted such
certificates and will be held to have expressly assented and agreed to the terms
hereof.
Each shareholder is entitled to request a certificate which represents and
certifies the number of whole shares he holds in the Corporation. No
certificates will be issued for fractional shares, and any request for such
certificates must be made in writing. Certificates will be signed by the
President, Vice President, or the Chairman of the Board, and countersigned by
the Secretary, Assistant Secretary, the Treasurer or Controller, or an Assistant
Treasurer. Such signatures may be manual or facsimile signatures. In case any
officer who has signed or whose facsimile signature has been placed on such
certificate will cease to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such officer
at the time of its issue.
8.2 LOSS OF CERTIFICATES. In case of the alleged loss or destruction
----------------------
or the mutilation of a share certificate, a duplicate certificate may be issued
in place thereof, upon such terms as the Directors will prescribe. A surety
bond may be required prior to the issuance of a duplicate certificate.
8.3 ISSUANCE OF NEW CERTIFICATE TO PLEDGEE. A pledgee of shares
-------------------------------------------
transferred as collateral security will be entitled to a new certificate if the
instrument of transfer substantially describes the debt or duty that is intended
to be secured thereby. Such new certificate will express on its face that it is
held as collateral security, and the name of the pledgor will be stated thereon,
who alone will be liable as a shareholder, and entitled to vote thereon.
8.4 DISCONTINUANCE OF ISSUANCE OF CERTIFICATES. The Directors may at
--------------------------------------------
any time discontinue the issuance of share certificates and may, by written
notice to each shareholder, require the surrender of share certificates to the
Corporation for cancellation. Such surrender and cancellation will not affect
the ownership of shares in the Corporation.
ARTICLE 9
---------
CUSTODY OF SECURITIES AND CASH
------------------------------
9.1 EMPLOYMENT OF A CUSTODIAN. The Corporation will place and at all
---------------------------
times maintain in the custody of a Custodian (including any subcustodian for the
Custodian) all Funds, securities, and similar investments owned by the
Corporation for the benefit of any of its series. The Custodian will be a bank
having an aggregate capital, surplus, and undivided profits of not less than
$10,000,000. Subject to such rules, regulations, and orders as the Securities
and Exchange Commission may adopt as necessary or appropriate for the protection
of investors, the Fund's Custodian may deposit all or a part of the securities
owned by the Fund for the benefit of any of its series in a subcustodian or
subcustodians situated within or without the United States. The Custodian will
be appointed and its remuneration fixed by the Board of Directors. [Investment
Company Act, Section 17(f)]
9.2 CENTRAL CERTIFICATE SERVICE. Subject to such rules, regulations,
-----------------------------
and orders as the Securities and Exchange Commission may adopt as necessary or
appropriate for the protection of investors, the Fund's Custodian may deposit
all or any part of the securities owned by the Fund for the benefit of any of
its series in a system for the central handling of securities established by a
national securities exchange or national securities association registered with
the Commission under the Securities Exchange Act of 1934, or such other person
as may be permitted by the Commission, pursuant to which system all securities
of any particular class or series of any issuer deposited within the system are
treated as fungible and may be transferred or pledged by bookkeeping entry
without physical delivery of such securities. [Investment Company Act, Section
17(f)]
9.3 CASH ASSETS. The cash proceeds from the sale of securities and
------------
similar investments and other cash assets of the Fund for the benefit of any of
its series will be kept in the custody of a bank or banks appointed pursuant to
Section 9.1 hereof, or in accordance with such rules and regulations or orders
as the Securities and Exchange Commission may from time to time prescribe for
the protection of investors, except that the Fund may maintain a checking
account or accounts in a bank or banks, each having an aggregate capital,
surplus, and undivided profits of not less than $10,000,000, provided that the
--------
balance of such account or the aggregate balances of such accounts will at no
time exceed the amount of the fidelity bond, maintained pursuant to the
requirements of the Investment Company Act and rules and regulations thereunder,
covering the officers or employees authorized to draw on such account or
accounts. [Investment Company Act, Section 17(f)]
9.4 FREE CASH ACCOUNTS. The Fund may, upon resolution of its Board of
-------------------
Directors, maintain a petty cash account free of the foregoing requirements of
this Article 9 in an amount not to exceed $500, provided that such account is
--------
operated under the imprest system and is maintained subject to adequate controls
approved by the Board of Directors over disbursements and reimbursements
including, but not limited to, fidelity bond coverage for persons having access
to such funds. [Investment Company Act, Rule 17f-3]
9.5 ACTION UPON TERMINATION OF CUSTODIAN AGREEMENT. Upon resignation
------------------------------------------------
of a custodian of the Fund or inability of a custodian to continue to serve, the
Board of Directors will promptly appoint a successor custodian, but in the event
that no successor custodian can be found who has the required qualifications and
is willing to serve, the Board of Directors will call as promptly as possible a
special meeting of the shareholders to determine whether the Fund will function
without a custodian or will be liquidated. If so directed by vote of the
holders of a majority of the outstanding shares of stock of the Fund, the
custodian will deliver and pay over all property of the Fund held by it as
specified in such vote.
ARTICLE 10
----------
DEALINGS WITH DIRECTORS AND OFFICERS
------------------------------------
Any Director, officer or other agent of the Fund may acquire, own and
dispose of shares of the Fund to the same extent as if he were not a Director,
officer or agent; and the Directors may accept subscriptions to shares or
repurchase shares from any firm or company in which he or she is interested.
ARTICLE 11
----------
SHAREHOLDERS
------------
11.1 MEETINGS. A meeting of the shareholders of the Fund for the
--------
benefit of any of its series will be held whenever called by the Directors and
whenever election of a Director or Directors by shareholders is required by the
provisions of Section 16(a) of the Investment Company Act of 1940 for that
purpose. The Directors will promptly call and give notice of a meeting of
shareholders for the purpose of voting upon removal of any Director of the Fund
when requested to do so in writing by shareholders holding not less than 25% of
the shares then outstanding of the Fund pertaining to any series. Meetings of
shareholders for any other purpose will also be called by the Directors when
requested in writing by shareholders holding at least 25% of the shares then
outstanding of the Fund pertaining to any series. Unless requested by
shareholders entitled to cast a majority of all the votes entitled to be cast at
a meeting, a special meeting need not be called to consider any matter which is
substantially the same as a matter voted on at any special meeting of the
shareholders held within the preceding 12 months. Notices of any meeting of the
shareholders will be given by delivering or mailing, postage prepaid, to each
shareholder entitled to vote at said meeting, a written or printed notification
of such meeting, not less than 10 days or more than 90 days before the meeting,
to such address as may be registered with the Fund by the shareholder.
11.2 RECORD DATES. For the purpose of determining the shareholders who
------------
are entitled to vote or act at any meeting or any adjournment thereof, or who
are entitled to receive payment of any dividend or of any other distribution,
the Directors may from time to time fix a time, which will not be less than 10
or more than 90 days before the date of any meeting of shareholders or the date
for the payment of any dividend or of any other distribution, as the record date
for determining the shareholders having the right to notice of and to vote at
such meeting and any adjournment thereof or the right to receive such dividend
or distribution, and in such case only shareholders of record on such record
date will have such right, notwithstanding any transfer of shares on the books
of the Fund after the record date; or without fixing such record date the
Directors may for any such purposes close the register or transfer books for all
or any part of such period.
ARTICLE 12
----------
AMENDMENTS TO THE BY-LAWS
-------------------------
12.1 GENERAL. These By-laws may be amended or repealed, in whole or in
-------
part, by a majority of the Directors then in office at any meeting of the
Directors, or by one or more writings signed by such a majority.
ARTICLE 13
----------
INDEMNIFICATION
---------------
13.1 The Fund shall indemnify or advance any expenses to Directors and
Officers to the extent permitted or required by the Maryland General Corporation
Law, provided, however, that the Fund shall only be required to indemnify or
advance expenses to any person other than a Director, to the extent specifically
approved by resolution adopted by the Board of Directors in accordance with
applicable law.
13.2 The indemnification provided hereunder shall continue as to a
person who has ceased to be a Director or Officer, and shall inure to the
benefit of the heirs, executors and administrators of such a person.
13.3 Nothing contained in the Articles of Incorporation or these
By-Laws shall be construed to protect any Director or Officer of the Fund
against any liability to the Fund or its security holders to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties involved in the conduct of his or her
office ("Disabling Conduct"). The means for determining whether indemnification
shall be made shall be:
(i) a final decision on the merits by a court or other body before
whom the proceeding was brought that the person to be indemnified ("Indemnitee")
was not liable by reason of Disabling Conduct, or
(ii) in the absence of such a decision, a reasonable
determination, based upon a review of the facts, that the Indemnitee was not
liable by reason of Disabling Conduct, by (a) the vote of a majority of a quorum
of Directors who are neither "interested persons" of the Fund nor parties to the
proceeding ("Disinterested Non-Party Directors"), or (b) an independent legal
counsel in a written opinion.
13.4 Nothing contained in the Article of Incorporation or these By-Laws
shall be construed to permit the advancement of legal expenses for the defense
of a proceeding brought by the Fund or its security holders against a Director
or officer of the Fund unless an undertaking is furnished by or on behalf of the
Indemnitee to repay the advance unless it is ultimately determined that he or
she is entitled to indemnification, and the Indemnitee complies with at least
one of the following conditions:
(i) the Indemnitee shall provide a security for his or her
undertaking,
(ii) the Fund shall be insured against losses arising by reason of
any lawful advances, or
(iii) a majority of a quorum of the Disinterested Non-Party
Directors, or an independent legal counsel in a written opinion, shall
determine, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the Indemnitee
ultimately will be found entitled to indemnification.
Investment Advisory Agreement
Calvert-Sloan Advisers, L.L.C.
March 1, 1999
INVESTMENT ADVISORY AGREEMENT
CALVERT-SLOAN ADVISERS, L.L.C.
INVESTMENT ADVISORY AGREEMENT, made this 1st day of March, 1999, by and
between CALVERT-SLOAN ADVISERS, L.L.C., a limited liability company organized in
the State of Maryland (the "Advisor"), and CALVERT NEW WORLD 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 By-laws 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").
d. In providing the services and assuming the obligations set forth herein,
the Advisor may, at its own expense, employ one or more Subadvisors, as approved
by the Board of Directors.
e. The Advisor is responsible for any screening of investments to determine
that they are compatible with the Fund's social empowerment philosophy, as may
be amended from time to time with the approval of the Board.
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 administrative services agent, 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;
p. Distribution Plan expenses, as permitted by Rule 12b-1 under the 1940 Act
and as approved by the Board; and
q. 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 Trust 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. Any amendment to the Schedule pertaining to any
new or existing Fund shall not be deemed to affect the interest of any other
Fund and shall not require the approval of the shareholders of any other Fund.
b. 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
individual Fund's net assets shall be computed by the same method as the
individual Fund uses to compute the value of its net assets in connection with
the determination of the net asset value of the individual Fund's shares.
c. 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, 1999, 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-SLOAN ADVISERS, L.L.C.
By:
Title:
CALVERT NEW WORLD FUND, INC.
By:
Title:
<PAGE>
INVESTMENT ADVISORY AGREEMENT
CALVERT-SLOAN ADVISERS, L.L.C.
CALVERT NEW WORLD FUND, INC.
SCHEDULE A
As compensation pursuant to Section 4 of the Investment Advisory Agreement
between Calvert-Sloan Advisers, L.L.C. (the "Advisor") and Calvert New World
Fund, Inc. ("CNWF") dated March 1, 1999, the Advisor is entitled to receive from
Calvert New Africa Fund an annual advisory fee (the "Fee") of 1.50%. The Fee
shall be computed daily and payable monthly, based on the average daily net
assets.
Calvert-Sloan and New Africa Advisers
Investment Subadvisory Agreement
March 1, 1999
INVESTMENT SUBADVISORY AGREEMENT
CALVERT-SLOAN ADVISERS, L.L.C.
NEW AFRICA ADVISERS, INC.
INVESTMENT SUBADVISORY AGREEMENT, made this 1st day of March, 1999, by and
between CALVERT-SLOAN ADVISERS, L.L.C., a limited liability company organized in
the State of Maryland, and registered as an investment advisor under the
Investment Advisers Act of 1940 (the "Advisor"), located at 4550 Montgomery
Avenue, Bethesda, Maryland, 20814, and NEW AFRICA ADVISERS, INC., a North
Carolina corporation (the "Subadvisor"), located at 103 West Main Street,
Durham, North Carolina, 27701.
WHEREAS, the Advisor is the investment advisor to Calvert New World Fund,
Inc., an open-end 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 New Africa Fund, (the "Fund");
NOW, THEREFORE, in consideration of the promises and the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Services to be Rendered by the Subadvisor to the Fund.
---------------------------------------------------------------
(a) INVESTMENT PROGRAM. Subject to the control of the Calvert New World
--------------------
Fund, Inc., 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) the stated investment objective, policies and
restrictions of the Fund, and (v) 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 this paragraph.
(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.
(iii) DIRECTED BROKERAGE The Advisor may direct the Subadvisor to use a
-------------------
particular broker or dealer for one or more trades if, in the sole opinion of
--
the Advisor, it is in the best interest of the Fund to do so.
(iv) BROKERAGE ACCOUNTS The Advisor authorizes and empowers the Subadvisor to
-------------------
direct the Fund's custodian to open and maintain brokerage accounts for
securities and other property, including financial and commodity futures and
commodities and options thereon (all such accounts hereinafter called "brokerage
accounts") for and in the name of the Fund and to execute for the Fund as its
agent and attorney-in-fact standard customer agreements with such broker or
brokers as the Subadvisor shall select as provided above. The Subadvisor may,
using such of the securities and other property in the Fund as the Subadvisor
deems necessary or desirable, direct the Fund's custodian to deposit for the
Fund original and maintenance brokerage and margin deposits and otherwise direct
payments of cash, cash equivalents and securities and other property into such
brokerage accounts and to such brokers as the Subadvisor deems desirable or
appropriate.
(g) SOCIAL SCREENING. The Advisor is responsible for any screening of
------------------
investments to determine that they are compatible with the Fund's social
empowerment philosophy, as may be amended from time to time by the Directors.
(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 philosophy 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 African-related 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 Schedule A 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
Calvert New World Fund, Inc. 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 Calvert
New World Fund, Inc. 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 Calvert New World Fund, Inc. 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) Calvert New World Fund, Inc. 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 Calvert New World Fund,
Inc. or (ii) outstanding voting securities of the applicable series.
(b) This Agreement will terminate automatically with respect to a series,
unless, by December 31, 1999, and at least annually thereafter, the continuance
of the Agreement is specifically approved by (i) the Directors of Calvert New
World Fund, Inc. 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 Calvert New World Fund, Inc., 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. 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, the parties have duly executed this Agreement as of the
date first written above.
CALVERT -SLOAN ADVISERS, L.L.C.
By
Title
NEW AFRICA ADVISERS, INC.
By
Title
<PAGE>
INVESTMENT SUBADVISORY AGREEMENT
CALVERT -SLOAN ADVISERS, L.L.C.
NEW AFRICA ADVISERS, INC.
SCHEDULE A
As compensation pursuant to Section 4 of the Subadvisory Agreement between
Calvert -Sloan Advisers, L.L.C. (the "Advisor") and New Africa Advisers, Inc.
(the "Subadvisor"), the Advisor shall pay the Subadvisor an annual subadvisory
fee, computed daily and payable monthly, at an annual rate of 0.755% of the
average daily net assets of the Calvert New Africa Fund.
Calvert-Sloan and CAMCO
Investment Subadvisory Agreement
March 1, 1999
INVESTMENT SUBADVISORY AGREEMENT
CALVERT-SLOAN ADVISERS, L.L.C.
CALVERT ASSET MANAGEMENT COMPANY, INC.
INVESTMENT SUBADVISORY AGREEMENT, made this 1st day of March, 1999, by and
between CALVERT-SLOAN ADVISERS, L.L.C., a limited liability company organized in
the State of Maryland, and registered as an investment advisor under the
Investment Advisers Act of 1940 (the "Advisor"), and CALVERT ASSET MANAGEMENT
COMPANY, INC., a Delaware corporation (the "Subadvisor"), both having their
principal place of business at 4550 Montgomery Avenue, Bethesda, Maryland.
WHEREAS, the Advisor is the investment advisor to Calvert New World Fund,
Inc., an open-end 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 New Africa Fund, (the "Fund");
NOW, THEREFORE, in consideration of the promises and the terms and
conditions hereinafter set forth, it is agreed as follows:
1. Services to be Rendered by the Subadvisor to the Fund.
---------------------------------------------------------------
(a) INVESTMENT PROGRAM. Subject to the control of the Calvert New World
--------------------
Fund, Inc., 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) the stated investment objective, policies and
restrictions of the Fund, and (v) 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 this paragraph.
(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.
(iii) DIRECTED BROKERAGE The Advisor may direct the Subadvisor to use a
-------------------
particular broker or dealer for one or more trades if, in the sole opinion of
--
the Advisor, it is in the best interest of the Fund to do so.
(iv) BROKERAGE ACCOUNTS The Advisor authorizes and empowers the Subadvisor to
-------------------
direct the Fund's custodian to open and maintain brokerage accounts for
securities and other property, including financial and commodity futures and
commodities and options thereon (all such accounts hereinafter called "brokerage
accounts") for and in the name of the Fund and to execute for the Fund as its
agent and attorney-in-fact standard customer agreements with such broker or
brokers as the Subadvisor shall select as provided above. The Subadvisor may,
using such of the securities and other property in the Fund as the Subadvisor
deems necessary or desirable, direct the Fund's custodian to deposit for the
Fund original and maintenance brokerage and margin deposits and otherwise direct
payments of cash, cash equivalents and securities and other property into such
brokerage accounts and to such brokers as the Subadvisor deems desirable or
appropriate.
(g) SOCIAL SCREENING. The Advisor is responsible for any screening of
------------------
investments to determine that they are compatible with the Fund's social
empowerment philosophy, as may be amended from time to time by the Directors.
(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 philosophy 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.
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 Schedule A 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
Calvert New World Fund, Inc. 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 Calvert
New World Fund, Inc. 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 Calvert New World Fund, Inc. 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) Calvert New World Fund, Inc. 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 Calvert New World Fund,
Inc. or (ii) outstanding voting securities of the applicable series.
(b) This Agreement will terminate automatically with respect to a series
unless, by December 31, 1999, and at least annually thereafter, the continuance
of the Agreement is specifically approved by (i) the Directors of Calvert New
World Fund, Inc. 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 Calvert New World Fund, Inc., 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. 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, the parties have duly executed this Agreement as of the
date first written above.
CALVERT -SLOAN ADVISERS, L.L.C.
By
Title
CALVERT ASSET MANAGEMENT COMPANY, INC.
By
Title
<PAGE>
INVESTMENT SUBADVISORY AGREEMENT
CALVERT -SLOAN ADVISERS, L.L.C.
CALVERT ASSET MANAGEMENT COMPANY, INC.
SCHEDULE A
As compensation pursuant to Section 4 of the Subadvisory Agreement between
Calvert -Sloan Advisers, L.L.C. (the "Advisor") and Calvert Asset Management
Company, Inc. (the "Subadvisor"), the Advisor shall pay the Subadvisor an annual
subadvisory fee, computed daily and payable monthly, at an annual rate of 0.495%
of the average daily net assets of the Calvert New Africa Fund.
DEFERRED COMPENSATION AGREEMENT
Agreement entered into this _____ day of ______________, 19___, between Calvert
Variable Series, Inc., First Variable Rate Fund for Government Income, Calvert
Tax-Free Reserves, The Calvert Fund, Calvert Cash Reserves, Calvert Social
Investment Fund, Calvert Municipal Fund, Inc., Calvert New World Fund, Inc.,
and/or Calvert World Values Fund, Inc.(hereinafter referred to as the Fund or
Funds), and
(Director or Trustee, hereinafter referred to as the Trustee).
WHEREAS, the Trustee will be rendering valuable services to the Fund or Funds as
a member of the Board of Trustees, and the Fund or Funds is willing to
accommodate the Trustee's desire to be compensated for such services on a
deferred basis;
NOW, THEREFORE, the parties hereto agree as follows:
1. With respect to services performed by the Trustee for the Fund or Funds
on and after the first day of , 19___, the Trustee shall defer % of the
amounts otherwise payable to the Trustee for serving as a Trustee. The deferred
compensation shall be credited to a book reserve maintained by the Fund or Funds
in the Trustee's name together with credited amounts in the nature of earnings
("Account(s)"). The account maintained for the Trustee shall be paid to the
Trustee on a deferred basis in accordance with the terms of this Agreement.
2. The Fund or Funds shall credit the Trustee's Account as of the day such
amount would have been paid to the Trustee if this Agreement were not in effect.
Such Accounts shall be valued at fair market value as of the last day of the
calendar year and such other dates as are necessary for the proper
administration of this Agreement, and each Trustee shall receive a written
accounting of his account balance(s) following such valuation.
A Trustee may request that his/her deferred compensation be allocated among
the available Funds or placed in a money market deposit account. The initial
allocation request may be made at the time of enrollment. Once made, an
investment allocation request shall remain in effect for all subsequent deferred
compensation until changed by the Trustee. A Trustee may change his/her
investment allocation by submitting a written request to the Administrator on
such form as may be required by the Administrator or by telephoning the
Administrator (or his/her delegate). Such changes shall become effective as soon
as administratively feasible after the Administrator receives such request.
Although the Fund intends to invest the deferred compensation according to the
Trustee's requests, it reserves the right to invest the deferred compensation
without regard to such requests. The Administrator is the Calvert Group, Ltd.
Controller.
3. As of January 31 of the calendar year following the calendar year the
Trustee dies, retires, resigns or otherwise ceases to be a member of the Board
of Trustees of the Fund or Funds; the Fund or Funds shall: (check one)
( ) pay the Trustee (or his or her beneficiary) a lump sum amount equal
to the balance in the Trustee's account on that date or
( ) commence making annual payments to the Trustee (or his or her
beneficiary) for a period of (2 through 15) years.
If the second box is selected, such payments shall be made on January 31st
of each year in approximately equal annual installments as adjusted and computed
by the Fund or Funds, with the final payment equaling the then remaining balance
in the Trustee's account. If the balance in the Trustee's account as of the date
of the first scheduled payment is less than $2,000, the Fund or Funds shall
instead pay such amount in a lump sum as of that date. The Trustee may not
select a period of time which will cause an annual payment to be less than
$1,000. Notwithstanding the foregoing, in the event that the Trustee ceases to
be a Trustee of the Fund or Funds and becomes a proprietor, officer, partner,
employee, or otherwise becomes affiliated with any business or entity that is in
competition with the Fund or Funds, or becomes employed by any governmental
agency having jurisdiction over the affairs of the Fund or Funds, the Fund or
Funds reserves the right at the sole discretion of the Board of Trustees to make
an immediate lump sum payment to the Trustee in an amount equal to the balance
in the Trustee's account at that time.
Notwithstanding the preceding paragraph, the Fund or Funds may at any time
make a lump sum payment to the Trustee (or surviving beneficiary) equal to a
part or all of the balance in the Trustee's account upon a showing of a
financial emergency caused by circumstances beyond the control of the Trustee
(or surviving beneficiary) which would result in serious financial hardship if
such payments were not made. The determination of whether such emergency exists
shall be made at the sole discretion of the Board of Trustees of the Fund or
Funds. The amount of the payment shall be limited to the amount necessary to
meet the financial emergency, and any remaining balance in the Trustee's account
shall thereafter be paid at the time and in the manner otherwise set forth in
this section.
4. In the event that the Trustee dies before payments have commenced or been
completed under section 3 hereof, the Fund or Funds shall make payment in
accordance with section 3 to the Trustee's designated beneficiary, who shall be:
In the event that both the Trustee and the designated beneficiary have died
before the commencement or completion of payments under section 3, an amount
equal to the then remaining balance in the Trustee's account (or the portion
thereof that would have been payable to the beneficiary) shall be paid in a lump
sum. Such payment shall be made to the estate of the Trustee unless payments to
the beneficiary have already commenced, in which case the lump sum payment shall
be made to the estate of the beneficiary.
5. The Agreement shall remain in effect with respect to the Trustee's
compensation for services performed as a Trustee of the Fund or Funds in all
future years unless terminated on a prospective basis in accordance with this
section. Either the Trustee or the Fund or Funds may terminate this Agreement by
written notice delivered or mailed to the other party no later than December 31
of the calendar year preceding the calendar year in which such termination is to
take effect. In addition, the Trustee may alter the amount of deferral for any
future calendar year if the Trustee and the Fund or Funds enter into an
amendment on or before December 31st of the calendar year preceding the calendar
year for which the amendment is to take effect. The amendment will be deemed to
supersede the amount of deferral for all future years unless otherwise amended
or terminated. Any termination or new amendment shall relate solely to
compensation for services performed after the termination or amendment becomes
effective and shall not alter the terms of the agreement with respect to the
deferred payment of compensation for services performed during any calendar year
in which this agreement was in effect. Notwithstanding the foregoing, the
Trustee may at any time amend the beneficiary designation hereunder by written
notice to the Fund or Funds.
6. Nothing contained in this Agreement and no action taken pursuant to the
provisions of this Agreement shall create or be construed to create a trust of
any kind, or a fiduciary relationship between the Fund or Funds and the Trustee,
any designated beneficiary or any other person. Any compensation deferred under
the provisions of this Agreement shall continue for all purposes to be a part of
the general funds of the Fund or Funds. To the extent that any person acquires a
right to receive payments from the Fund or Funds under this Agreement, such
right shall be no greater than the right of any unsecured general creditor of
the Fund or Funds.
7. The right of the Trustee or any other person to receive payments under
this Agreement shall not be assigned, transferred, pledged or encumbered except
by will or by the laws of descent and distribution.
8. If the Fund or Funds shall find that any person to whom any payment is
payable under this Agreement is unable to care for his or her affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim
therefor shall have been made by a duly appointed guardian, committee or other
legal representative) may be paid to the spouse, a parent, or a brother or
sister, or to any person deemed by the Fund or Funds to have incurred expense
for the person who is otherwise entitled to payment, in such manner and
proportions as the Fund or Funds may determine. Any such payment shall serve to
discharge the liability of the Fund or Funds under this Agreement to make
payment to the person who is otherwise entitled to payment.
9. Any written notice to the Fund or Funds referred to in this Agreement
shall be made by mailing or delivering such notice to the Fund or Funds at 4550
Montgomery Avenue, Bethesda, MD 20814, to the attention of the Controller,
Calvert Group, Ltd. Any written notice to the Trustee referred to in this
Agreement shall be made by delivery to the Trustee in person or by mailing such
notice to the Trustee at his or her place of residence or business address.
10. To the extent required by law, the Fund or Funds shall withhold federal
or state income taxes from any payments hereunder and shall furnish the Trustee
(or beneficiary) and the applicable governmental agency or agencies with such
reports, statements or information as may be required in connection with such
payments.
11. This Agreement shall be binding upon and inure to the benefit of the
Fund or Funds and its successors and assigns and the Trustee and his or her
heirs, executors, administrators and legal representative.
12. This Agreement shall be construed in accordance with and governed by the
laws of Maryland.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the date first above written.
Calvert Variable Series, Inc.
First Variable Rate Fund for Government Income
Calvert Tax-Free Reserves
The Calvert Fund
Calvert Cash Reserves
Calvert Social Investment Fund
Calvert Municipal Fund, Inc.
Calvert World Values Fund, Inc.
Calvert New World Fund, Inc.
By
(Print Name of Trustee)
(Signature of Trustee)
ACKNOWLEDGMENT:
By
(Signature of Officer)
(Title)
<PAGE>
------
APPLICATION FOR CALVERT GROUP
-----------------------------
TRUSTEE DEFERRED COMPENSATION PLAN
----------------------------------
1. INSTRUCTIONS
Please complete Sections 2 through 4 below. This application should be
signed by the Trustee and returned to the Administrator.
2. TRUSTEE INFORMATION (PLEASE PRINT)
Name of Fund:
Name of Trustee:
Address of Fund: 4550 Montgomery Ave., Ste. 1000N
Bethesda, MD 20814
3. INVESTMENT OF CONTRIBUTIONS
Contributions to the Calvert Group Trustee's Deferred Compensation Plan
shall be invested in the Calvert Group Funds:
Calvert First Government Money Market Fund _________%
CSIF Managed Index Portfolio _________%
CSIF Money Market Portfolio _________%
CSIF Managed Growth Portfolio _________%
CSIF Bond Portfolio _________%
CSIF Equity Portfolio _________%
Calvert Income Fund _________%
Calvert New Vision Small Cap Fund _________%
Calvert International Equity Portfolio _________%
Calvert Capital Accumulation Fund _________%
Calvert New Africa Fund _________%
Insured Plus _________%
TOTAL _________%
4. Pursuant to Section 3, I choose to have my annual payments be made for:
a ____ lump sum or
b ____ years (no less than 2 nor greater than 15).
5. ACCEPTANCE
Trustee Acceptance: I hereby agree to the terms and conditions of the
Calvert Group Trustee Deferred Compensation Plan. I have read the prospectus(es)
of the chosen Fund(s).
Name Date
FOR OFFICE USE ONLY
Fund Number(s): Account Number:
ADMINISTRATIVE SERVICES AGREEMENT
ADMINISTRATIVE SERVICES AGREEMENT, made this 1st day of March, 1999, by and
between CALVERT ADMINISTRATIVE SERVICES COMPANY, a Delaware corporation
("CASC"), and CALVERT NEW WORLD FUND, INC., a Maryland corporation (the "Fund"),
both having their principal place of business at 4550 Montgomery Avenue,
Bethesda, Maryland, 20814.
The parties to this Agreement, intending to be legally bound, agree with
each other as follows:
1. Provision of Services. CASC hereby undertakes to provide the Fund
-----------------------
with certain administrative services that may be required in the conduct of
business. Such services include, but are not limited to, maintaining the Fund's
organizational existence, preparing the Fund's prospectus, preparing notices,
proxy materials, reports to regulatory bodies and reports to shareholders of the
Fund, and such other incidental administrative services as are necessary to the
conduct of the Fund's affairs. CASC shall oversee the determination of the daily
net asset value of shares, the amount of daily dividends of net investment
income per share, and the maintenance of the portfolio and general accounting
records of the Fund through its chosen Accounting Agent. The Fund hereby engages
CASC to provide it with such services, or to cause such services to be provided
to the Fund by third parties.
2. Scope of Authority. CASC is at all times, in the performance of its
-------------------
functions under this Agreement, subject to any direction and control of the
Trustees/Directors of the Fund and of its officers, and to the terms of its
Articles of Incorporation and Bylaws, except that it has no obligation to
provide to the Fund any services that are clearly outside the scope of those
contemplated in this Agreement. In the performance of its duties under this
Agreement, CASC is authorized to take any action it deems advisable. CASC may
contract with other persons to provide to the Fund any of the services
contemplated under the Agreement under such terms as CASC deems reasonable, and
CASC has the authority to direct the activities of those other persons in the
manner CASC deems appropriate.
3. Other Activities of CASC. CASC and any of its affiliates may render
-------------------------
to other persons services similar to those it provides to the Fund under this
Agreement. CASC or any interested person of CASC may invest in the Fund as a
shareholder, become an officer or Trustee/Director of the Fund if properly
elected, or enter into any other relationship with the Fund approved by the
Trustees/Directors, if necessary, and in accordance with law.
4. Recordkeeping and Other Information. CASC will, commencing no later
------------------------------------
than the effective date of this Agreement, or the commencement date of any
subsequently-constituted series or classes, create and maintain all necessary
administrative records of the relevant series or class in accordance with all
applicable laws, rules and regulations, including, but not limited to, records
required by Section 31(a) of the Investment Company Act of 1940 (the "1940 Act")
and the rules under that section. All records are the property of the Fund and
are available for inspection and use by the Fund.
5. Audit, Inspection and Visitation. CASC will make available during
-----------------------------------
regular business hours all records and other data created and maintained
pursuant to this Agreement for reasonable audit and inspection by the United
States Securities and Exchange Commission ("SEC"), the Fund or any person
retained by the Fund if that person's function necessitates access to such
records and data.
6. Compensation to CASC. The Fund will compensate CASC on a monthly
----------------------
basis for the services performed under this Agreement. The rate of compensation,
based on average net assets, is shown in Schedule A. CASC will not be
responsible for any costs or expenses of the Fund other than those specifically
assumed in Paragraph 1. Expenses incurred by CASC and not included in the
service fee will be reimbursed to CASC by the Fund, as appropriate. Such
expenses may include expenses incidental to meetings of shareholders, taxes and
corporate fees levied against the Fund or its Series, expenses of printing stock
certificates representing shares of the Series, expenses of printing, mailing
notices, proxy material, reports to regulatory bodies and reports to
shareholders of the Fund, expenses of typesetting prospectuses and printing and
mailing prospectuses to shareholders, and data processing expenses incidental to
maintenance of books and records. Such charges are payable in full upon receipt
of a billing invoice. In lieu of reimbursing CASC for expenses incurred and not
included in the service fee, the Fund may, in its discretion, directly pay any
expenses.
7. Use of Names. The Fund may not use the name of CASC in any
--------------
prospectus, sales literature or other material relating to the Fund or its
series or classes in any manner without prior approval by CASC, such approval
not to be unreasonably withheld; provided, however, that CASC hereby approves
all uses of its name that merely refer in accurate terms to its appointment or
that are required by the SEC or a state securities commission. CASC may not use
the name of the Fund or its series or classes in any material relating to CASC
in any manner without prior approval by the Fund, such approval not to be
unreasonably withheld; provided, however, that the Fund hereby approves all uses
of its name or the names of its series or classes that merely refer in accurate
terms to the appointment of CASC or that are required by the SEC.
8. Security. CASC represents and warrants that, to the best of its
--------
knowledge, the various procedures and systems that CASC proposes to implement
with regard to safeguarding information from loss or damage attributable to
fire, theft or any other cause (including provisions for twenty-four hour
restricted access) with respect to the Fund's books and records administered
pursuant to this Agreement and CASC's records, data, equipment, facilities and
other property used in the performance of its obligations under this Agreement
are adequate and that CASC will implement these procedures and system in a
manner calculated to ensure the performance of CASC's obligations under this
Agreement.
9. Limitation of Liability. The Fund will indemnify and hold CASC
-------------------------
harmless against any losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses) resulting from any claim, demand, action
or suit brought by any person (including a shareholder naming the Fund or any of
its series or classes as a party) other than the Fund not resulting from CASC's
negligence, or caused by errors of judgment or mistakes of law committed by CASC
in a good faith effort to carry out its duties under this Agreement.
In no event will CASC be liable for indirect, special, or consequential
damages (even if CASC has been advised of the possibility of such damages)
arising from the obligations assumed hereunder and the services provided for by
this Agreement, including but not limited to lost profits, loss of use of
accounting systems, cost of capital, cost of substitute facilities, programs or
services, downtime costs, or claims of the Fund's shareholders for such damage.
10. Limitation of Fund's Liability. CASC acknowledges that it has
---------------------------------
received notice of and accepts the limitation on the Fund's liability. CASC
agrees that the Fund's obligations in any case extend only to its series and
classes and their assets, and that CASC will not seek satisfaction of any
obligation from the shareholders or any Trustee/Director, officer, employee or
agent of the Fund.
11. Force Majeure. CASC will not be liable for delays or errors caused
--------------
by circumstances beyond CASC's control, including but not limited to acts of
civil or military authority, national emergencies, work stoppages, fire, flood
catastrophe, acts of God, insurrection, war, riot, or failure of communication
or power supply. In the event of equipment breakdowns beyond its control, CASC
will take reasonable steps to minimize service interruptions but will have no
liability in the event interruptions occur.
12. Amendments. CASC and the Fund will consult each other regarding
----------
CASC's performance of its obligations under this Agreement. Any change in the
Fund's registration statements under the Securities Act of 1933, as amended, or
the 1940 Act or in the forms relating to any plan, program or service offered by
the current prospectuses of any Series that would require a change in CASC's
obligations under this Agreement will be subject to CASC's approval, which will
not be unreasonably withheld.
13. Duration, Termination, etc. Neither this Agreement nor any of its
----------------------------
provisions may be changed, waived, discharged, or terminated orally, but only by
written instrument which will make specific reference to this Agreement and
which will be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought. This Agreement will continue in
effect until December 31, 1999, and for one-year terms thereafter or as the
parties may mutually agree. This Agreement may be terminated for cause either by
the Fund or CASC, but only after a reasonable opportunity to cure has been
provided to the party accused of not performing according to the terms of this
Agreement. What constitutes a reasonable amount of time to cure any deficiency
will be determined by the parties in the context of action that needs to be
taken in order to cure the deficiency, but in no event will the party have less
than 90 days to attempt to cure the deficiency. In the event that the cause
remains unremedied, the parties have the option to terminate the contract prior
to its expiration date. Any such termination will not affect the rights and
obligations of the parties under Paragraphs 9 and 10 of this Agreement. In the
event the Fund designates a successor to any of CASC's obligations under this
Agreement, CASC will, at the expense and direction of the Fund, transfer to such
successor all relevant books, records and other data established or maintained
by CASC.
14. Miscellaneous. Each party agrees to perform such further acts and
-------------
execute such further documents as are necessary to effectuate the purposes of
this Agreement. This Agreement will be construed and enforced in accordance with
and governed by the laws of Maryland. The captions in this Agreement are
included for convenience only and do not 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 indicated above.
CALVERT ADMINISTRATIVE SERVICES COMPANY
BY
Title
CALVERT NEW WORLD FUND, INC.
BY
Title
<PAGE>
ADMINISTRATIVE SERVICES AGREEMENT
SCHEDULE A
Listed below are the classes of CALVERT NEW WORLD FUND, INC. that are
entitled to receive administrative services from Calvert Administrative Services
Company ("CASC") under the Administrative Services Agreement dated March 1,
1999, and which will pay annual fees to CASC pursuant to the Agreement.
Class A 0.25%
Class B 0.25%
Class C 0.25%
For its services under this Administrative Services Agreement, CASC is
entitled to receive the fee indicated above based on average net assets. The
liability to pay for services under the Agreement arises at the time a class
commences operations, absent waivers.
April 12, 1995
Calvert New World Fund, Inc.
4550 Montgomery Avenue
Bethesda, Maryland 20814
Ladies and Gentlemen:
This is to advise you that in consideration of your issuance to the
undersigned of 8,333 shares of common stock of the Calvert New Africa Fund
series of the Calvert New World Fund, Inc., par value $0.01 per share, for an
aggregate purchase price of $100,000, the undersigned represent that the shares
are being purchased for investment purposes and not for distribution or resale
to the public, and that the shares will be held by the undersigned for their own
accounts until redeemed.
Sincerely,
/s/ William M. Tartikoff
William M. Tartikoff
Calvert Asset Management Company, Inc.
/s/ Maceo Sloan
Maceo Sloan
Sloan Financial Group, Inc.
DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT, dated as of February 25, 1998
by and between EACH CALVERT FUND LISTED IN THE SCHEDULE OF FUNDS
ATTACHED HERETO AS SCHEDULE I (each a "Fund" and together the
"Funds"), as such schedule may, from time to time be amended, and
CALVERT DISTRIBUTORS, INC., a Delaware corporation (the
"Distributor").
WHEREAS, each Fund is registered as an open-end investment
company under the Investment Company Act of 1940 (the "1940 Act") and
has registered its shares, including shares of its series portfolios
(the "Series"), for sale to the public under the Securities Act of
1933 (the "1933 Act") and various state securities laws;
WHEREAS, each Fund wishes to retain the Distributor as the
principal underwriter in connection with the offer and sale of shares
of the Series (the "Shares") and to furnish certain other services to
the Series as specified in this Agreement;
WHEREAS, this contract has been approved by the
Trustees/Directors of each Fund in anticipation of the Distributor's
transfer of its rights to receive the Class B Distribution Fees ( as
defined in the Distribution Plan for Class B and C Shares (the
"Distribution Plan")) and/or Class B contingent deferred sales
charges to a financing party in order to raise funds to cover
distribution expenditures; and
WHEREAS, the Distributor is willing to act as principal
underwriter and to furnish such services on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual
covenants herein contained, it is agreed as follows:
1. Each Fund hereby appoints the Distributor as
principal underwriter in connection with the offer and sale of its
Shares. The Distributor shall, as agent for each Fund, subject to
applicable federal and state law and the Declaration of Trust or
Articles of Incorporation, and By-laws of the applicable Fund and in
accordance with the representations in the applicable Fund's
Registration Statement and Prospectus, as such documents may be
amended from time to time: (a) promote the Series; (b) enter into
appropriate dealer agreements with other registered broker-dealers to
further distribution of the Shares; (c) solicit orders for the
purchase of the Shares subject to such terms and conditions as the
applicable Fund may specify; (d) transmit promptly orders and
payments for the purchase of Shares and orders for redemption of
Shares to the applicable Fund's transfer agent; and (e) provide
services agreed upon by the applicable Fund to Series shareholders;
provided, however, that the Distributor may sell no Shares pursuant
to this Agreement until the Distributor is notified that a Fund's
Registration Statement under the 1933 Act, authorizing the sale of
such Shares through the Distributor, has become effective. The
Distributor shall comply with all applicable federal and state laws
and offer the Shares on an agency or "best efforts" basis under which
a Fund shall only issue such Shares as are actually sold.
2. The public offering price of the Shares shall be
the net asset value ("NAV") per share (as determined by the
applicable Fund) of the outstanding Shares of the Series, plus the
applicable sales charge, if any, as set forth in the Fund's then
current Prospectus. Each Fund shall furnish the Distributor with a
statement of each computation of NAV and of the details entering into
such computation.
3. Compensation.
a. Distribution Fee.
i. Class A. In consideration of the Distributor's services
as distributor for the Class A Shares of a Fund, each Fund may pay to
the Distributor the Distribution Fee as set forth in Schedule II to
this Agreement that is payable pursuant to the Fund's Distribution
Plan.
ii. Class B. In consideration of the Distributor's services
as distributor for the Class B Shares of a Fund, each Fund shall pay
to the Distributor (or its designee or transferee) the Distributor's
Allocable Portion of the Distribution Fee; (as set forth in Schedule
II to this Agreement) that is payable pursuant to the Fund's
Distribution Plan in respect of the Class B Shares of a Fund. For
purposes of this Agreement, the Distributor's "Allocable Portion" of
the Distribution Fee shall be 100% of such Distribution Fee unless or
until the Fund uses a principal underwriter other than the
Distributor and thereafter the Allocable Portion shall be the portion
of the Distribution Fee attributable to (i) Class B Shares of a Fund
sold by the Distributor ("Commission Shares"), (ii) Class B Shares of
the Fund issued in connection with the exchange of Commission Shares
of another Fund, and (iii) Class B Shares of the Fund issued in
connection with the reinvestment of dividends and capital gains.
The Distributor's Allocable Portion of the Distribution Fee
and the contingent deferred sales charges arising in respect of Class
B Shares taken into account in computing the Distributor's Allocable
Portion shall be limited under Rule 2830 of the Conduct Rules or
other applicable regulations of the NASD as if the Class B Shares
taken into account in computing the Distributor's Allocable Portion
themselves constituted a separate class of shares of a Fund.
The services rendered by the Distributor for which the
Distributor is entitled to receive the Distributor's Allocable
Portion of the Distribution Fee shall be deemed to have been
completed at the time of the initial purchase of the Commission
Shares (whether of the Fund or another Fund in the Calvert Group of
Funds) taken into account in computing the Distributor's Allocable
Portion. Notwithstanding anything to the contrary in this Agreement,
the Distributor shall be paid its Allocable Portion of the
Distribution Fee notwithstanding the Distributor's termination as
principal underwriter of the Class B Shares of a Fund, or any
termination of this Agreement other than in connection with a
Complete Termination (as defined in the Distribution Plan) of the
Class B Distribution Plan as in effect on the date of this Agreement.
Except as provided in the preceding sentence, a Fund's obligation to
pay the Distribution Fee to the Distributor shall be absolute and
unconditional and shall not be subject to any dispute, offset,
counterclaim or defense whatsoever, (it being understood that nothing
in this sentence shall be deemed a waiver by a Fund of its right
separately to pursue any claims it may have against the Distributor
and to enforce such claims against any assets (other than its rights
to be paid its Allocable Portion of the Distribution Fee and to be
paid the contingent deferred sales charges) of the Distributor.
iii. Class C. In consideration of the Distributor's services
as distributor for the Class C Shares of a Fund, each Fund shall pay
to the Distributor the Distribution Fee as set forth in Schedule II
to this Agreement that is payable pursuant to the Fund's Distribution
Plan.
b. Service Fee. As additional compensation, for Class
A, Class B and Class C Shares of each Series, applicable Funds shall
pay the Distributor a service fee (as that term is defined by the
National Association of Securities Dealers, Inc. ("NASD")) as set
forth in Schedule III to this Agreement that is payable pursuant to
the Fund's Distribution Plan.
c. Front-end Sales Charges. As additional compensation
for the services performed and the expenses assumed by the
Distributor under this Agreement, the Distributor may, in conformity
with the terms and conditions set forth in the then current
Prospectus of each Fund, impose and retain for its own account the
amount of the front-end sales charge, if any, and may reallow a
portion of any front-end sales charge to other broker-dealers, all in
accordance with NASD rules.
d. Contingent Deferred Sales Charge. Each Fund will
pay to the Distributor (or its designee or transferee) in addition to
the fees set forth in Section 3 hereof any contingent deferred sales
charge imposed on redemptions of that Fund's Class B and Class C
Shares upon the terms and conditions set forth in the then current
Prospectus of that Fund. Notwithstanding anything to the contrary in
this Agreement, the Distributor shall be paid such contingent
deferred sales charges in respect of Class B Shares taken into
account in computing the Distributor's Allocable Portion of the
Distribution Fee notwithstanding the Distributor's termination as
principal underwriter of the Class B shares of a Fund or any
termination of this Agreement other than in connection with a
Complete Termination of the Class B Distribution Plan as in effect on
the date of this Agreement. Except as provided in the preceding
sentence, a Fund's obligation to remit such contingent deferred sales
charges to the Distributor shall not be subject to any dispute,
offset, counterclaim or defense whatsoever, it being understood that
nothing in this sentence shall be deemed a waiver by a Fund of its
right separately to pursue any claims it may have against the
Distributor and to enforce such claims against any assets (other than
the Distributor's right to be paid its Allocable Portion of the
Distribution Fee and to be paid the contingent deferred sales
charges) of the Distributor. No Fund will waive any contingent
deferred sales charge except under the circumstances set forth in the
Fund's current Prospectus without the consent of the Distributor (or,
if rights to payment have been transferred, the transferee), which
consent shall not be unreasonably withheld.
4. Payments to Distributor's Transferees. The
Distributor may transfer the right to payments hereunder (but not its
obligations hereunder) in order to raise funds to cover distribution
expenditures, and any such transfer shall be effective upon written
notice from the Distributor to the Fund. In connection with the
foregoing, the Fund is authorized to pay all or a part of the
Distribution Fee and/or contingent deferred sales charges in respect
of Class B Shares directly to such transferee as directed by the
Distributor.
5. Changes in Computation of Fee, etc. As long as the
Class B Distribution Plan is in effect, a Fund shall not change the
manner in which the Class B Distribution Fee is computed (except as
may be required by a change in applicable law or a change in
accounting policy adopted by the Investment Companies Committee of
the AICPA and approved by FASB that results in a determination by a
Fund's independent accountants that any of the sales charges in
respect of such Fund, which are not contingent deferred sales charges
and which are not yet due and payable, must be accounted for by such
Fund as a liability in accordance with GAAP).
6. As used in this Agreement, the term "Registration
Statement" shall mean the registration statement most recently filed
by a Fund with the Securities and Exchange Commission and effective
under the 1933 Act, as such Registration Statement is amended by any
amendments thereto at the time in effect, and the term "Prospectus"
shall mean the form of prospectus filed by a Fund as part of the
Registration Statement.
7. The Distributor shall print and distribute to
prospective investors Prospectuses, and may print and distribute such
other sales literature, reports, forms, and advertisements in
connection with the sale of the Shares as comply with the applicable
provisions of federal and state law. In connection with such sales
and offers of sale, the Distributor shall give only such information
and make only such statements or representations, and require
broker-dealers with whom it enters into dealer agreements to give
only such information and make only such statements or
representations, as are contained in the Prospectus or in information
furnished in writing to the Distributor by a Fund. The Funds shall
not be responsible in any way for any other information, statements
or representations given or made by the Distributor, other
broker-dealers, or the representatives or agents of the Distributor
or such broker-dealers. Except as specifically permitted under the
Distribution Plan under Rule 12b-1 under the 1940 Act, as provided in
paragraph 3 of this Agreement, the Funds shall bear none of the
expenses of the Distributor in connection with its offer and sale of
the Shares.
8. Each Fund agrees at its own expense to register the
Shares with the Securities and Exchange Commission, state and other
regulatory bodies, and to prepare and file from time to time such
Prospectuses, amendments, reports and other documents as may be
necessary to maintain the Registration Statement. Each Fund shall
bear all expenses related to preparing and typesetting its
Prospectus(es) and other materials required by law and such other
expenses, including printing and mailing expenses related to the
Fund's communications with persons who are shareholders of such Fund.
9. Each Fund agrees to indemnify, defend and hold the
Distributor, its several officers and directors, and any person who
controls the Distributor within the meaning of Section 15 of the 1933
Act, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which the Distributor, its officers
or directors, or any such controlling person may incur, under the
1933 Act or under common law or otherwise, arising out of or based
upon any alleged untrue statement of a material fact contained in its
Registration Statement or Prospectus or arising out of or based upon
any alleged omission to state a material fact required to be stated
in either thereof or necessary to make the statements in either
thereof not misleading, provided that in no event shall anything
contained in this Agreement be construed so as to protect the
Distributor against any liability to a Fund or its shareholders to
which the Distributor would otherwise be subject by reason of willful
misfeasance, bad faith, or gross negligence, in the performance of
its duties, or by reason of its reckless disregard of its obligations
and duties under this Agreement.
10. The Distributor agrees to indemnify, defend and
hold each Fund, their several officers and directors, and any person
who controls a Fund within the meaning of Section 15 of the 1933 Act,
free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or
defending such claims, demands or liabilities and any counsel fees
incurred in connection therewith) which a Fund, its officers or
directors, or any such controlling person may incur, under the 1933
Act or under common law or otherwise, arising out of or based upon
any alleged untrue statement or a material fact contained in
information furnished in writing by the Distributor to the Funds for
use in the Registration Statement or Prospectus(es) or arising out of
or based upon any alleged omission to state a material fact in
connection with such information required to be stated in the
Registration Statement or Prospectus(es) or necessary to make such
information not misleading.
11. Each Fund reserves the right at any time to
withdraw all offerings of the Shares by written notice to the
Distributor at its principal office.
12. The Distributor is an independent contractor and
shall be agent for a Fund only in respect to the offer, sale and
redemption of that Fund's Shares.
13. The services of the Distributor to a Fund under
this Agreement are not to be deemed exclusive, and the Distributor
shall be free to render similar services or other services to others
so long as its services hereunder are not impaired thereby.
14. The Distributor acknowledges that it has received
notice of and accepts the limitations upon the liability of any Fund
organized as a business trust set forth in such Fund's Declaration of
Trust. The Distributor agrees that the obligations of such Funds
hereunder in any case shall be limited to such Funds and to their
assets and that the Distributor shall not seek satisfaction of any
such obligation from the shareholders of such a Fund nor from any
Trustee, officer, employee or agent of such Fund.
15. The Funds shall not use the name of the Distributor
in any Prospectus, sales literature or other material relating to the
Funds in any manner not approved prior thereto by the Distributor;
provided, however, that the Distributor shall approve all uses of its
name which merely refer in accurate terms to its appointment
hereunder or which are required by the Securities and Exchange
Commission or a State Securities Commission; and, provided further,
that in no event shall such approval be unreasonably withheld. The
Distributor shall not use the name of any Fund in any material
relating to the Distributor in any manner not approved prior thereto
by the Fund; provided, however that the Funds shall approve all uses
of their names which merely refer in accurate terms to the
appointment of the Distributor hereunder or which are required by the
Securities and Exchange Commission or a State Securities Commission;
and, provided further, that in no event shall such approval be
unreasonably withheld.
16. The Distributor shall prepare written reports for
the Board of Trustees/Directors of each Fund on a quarterly basis
showing information concerning services provided and expenses
incurred which are related to this Agreement and such other
information as from time to time shall be reasonably requested by a
Fund's Board of Trustees/Directors.
17. As used in this Agreement, the terms "assignment,"
"interested person," and "majority of the outstanding voting
securities" shall have the meaning given to them by Section 2(a) of
the 1940 Act, subject to such exemptions as may be granted by the
Securities and Exchange Commission by any rule, regulation or order;
provided, however that, in order to obtain financing, the Distributor
may assign to a lending institution the payments due to the
Distributor under this Agreement without it constituting an
assignment of the Agreement.
18. Subject to the provisions of sections 19 and 20
below, this Agreement will remain in effect for two years from the
date of is execution and from year to year thereafter, provided that
the Distributor does not notify a Fund in writing at least sixty (60)
days prior to the expiration date in any year that it does not wish
continuance of the Agreement as to such Fund for an additional year.
19. Termination. As to any particular Fund (or Series
thereof), this Agreement shall automatically terminate in the event
of its assignment and may be terminated at any time without the
payment of any penalty by a Fund or by the Distributor on sixty (60)
days' written notice to the other party. A Fund may effect such
termination by a vote of (i) a majority of the Board of
Trustees/Directors of the Fund, (ii) a majority of the
Trustees/Directors who are not interested persons of the Fund, who
are not parties to this Agreement or interested persons of such
parties, and who have no direct or indirect financial interest in the
operation of the Distribution Plan, in this Agreement or in any
agreement related to such Fund's Distribution Plan (the "Rule 12b-1
Trustees/Directors"), or (iii) a majority of the outstanding voting
securities of the relevant Series.
20. This Agreement shall be submitted for renewal to
the Board of Trustees/Directors of each Fund at least annually and
shall continue in effect only so long as specifically approved at
least annually (i) by a majority vote of the Fund's Board of
Trustees/Directors, and (ii) by the vote of the majority of the Rule
12b-1 Trustees/Directors of the Fund, cast in person at a meeting
called for the purpose of voting on such approval.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed on the date first above written by their
officers thereunto duly authorized.
Attest: EACH FUND LISTED IN THE
ATTACHED SCHEDULE I
By: /s/ Edwidge Saint-Felix By: /s/ William M. Tartikoff
Vice President
Attest: CALVERT DISTRIBUTORS, INC.
By: /s/ Edwidge Saint-Felix By: /s/ Ronald M. Wolfsheimer
Senior Vice President
<PAGE>
SCHEDULE I
The Calvert Fund
Calvert Tax-Free Reserves
Calvert Municipal Fund
Calvert Social Investment Fund
Calvert World Values Fund
Calvert New World Fund
First Variable Rate Fund
<PAGE>
SCHEDULE II
Fees are expressed as a percentage of average annual daily net
assets, and are payable monthly.
Distribution Fee
Class A* Class B Class C Class I
The Calvert Fund
New Vision Small Cap Fund N/A 0.75 0.75 N/A
Calvert Income Fund 0.25 0.75 0.75 N/A
Calvert Tax-Free Reserves
Money Market Portfolio N/A N/A N/A N/A
Limited-Term Portfolio N/A N/A N/A N/A
Long-Term Portfolio 0.10 0.75 0.75 N/A
California Money Mkt. Port. N/A N/A N/A N/A
Vermont Municipal N/A 0.75 0.75 N/A
Calvert Municipal Fund
National Intermediate Fund N/A 0.75 N/A N/A
California Intermediate Fund N/A 0.75 N/A N/A
Maryland Intermediate Fund N/A 0.75 N/A N/A
Virginia Intermediate Fund N/A 0.75 N/A N/A
Calvert Social Investment Fund
Managed Growth Portfolio 0.10 0.75 0.75 N/A
Equity Portfolio 0.10 0.75 0.75 N/A
Bond Portfolio 0.10 0.75 0.75 N/A
Managed Index Portfolio N/A 0.75 0.75 N/A
Money Market Portfolio N/A N/A N/A N/A
Calvert World Values Fund
Capital Accumulation Fund 0.10 0.75 0.75 N/A
International Equity Fund 0.10 0.75 0.75 N/A
Calvert New World Fund
Calvert New Africa Fund N/A 0.75 0.75 N/A
First Variable Rate Fund
Calvert First Gov't
Money Mkt N/A 0.75 N/A N/A
*Distributor reserves the right to waive all or a portion of the
distribution fee from time to time.
DATED: February 1998
<PAGE>
SCHEDULE III
Fees are expressed as a percentage of average annual daily net assets
and are payable monthly.
Service Fee
Class A* Class B Class C Class I
The Calvert Fund
New Vision Small Cap Fund 0.25 0.25 0.25 N/A
Calvert Income Fund 0.25 0.25 0.25 N/A
Calvert Tax-Free Reserves
Money Market Portfolio N/A N/A N/A N/A
Limited-Term Portfolio N/A N/A N/A N/A
Long-Term Portfolio 0.25 0.25 0.25 N/A
California Money Mkt. Port. N/A N/A N/A N/A
Vermont Municipal N/A 0.25 0.25 N/A
Calvert Municipal Fund
National Intermediate Fund 0.25 0.25 N/A N/A
California Interm. Fund 0.25 0.25 N/A N/A
Maryland Intermediate Fund 0.25 0.25 N/A N/A
Virginia Intermediate Fund 0.25 0.25 N/A N/A
Calvert Social Investment Fund
Managed Growth Portfolio 0.25** 0.25 0.25 N/A
Equity Portfolio 0.25 0.25 0.25 N/A
Bond Portfolio 0.25 0.25 0.25 N/A
Managed Index Portfolio 0.25 0.25 0.25 N/A
Money Market Portfolio 0.25 N/A N/A N/A
Calvert World Values Fund
Capital Accumulation Fund 0.25 0.25 0.25 N/A
International Equity Fund 0.25 0.25 0.25 N/A
Calvert New World Fund
Calvert New Africa Fund 0.25 0.25 0.25 N/A
First Variable Rate Fund
Calvert First Gov't
Money Mkt N/A 0.25 N/A N/A N/A
DATED: February 1998
- -------
* Distributor reserves the right to waive all or a portion of the
service fees from time to time. For money market portfolios, Class A
shall refer to Class O, or if the portfolio does not have multiple
classes, then to the portfolio itself.
** Distributor charges the service fee only on assets in excess of $30
million.
