-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TyfltUWhyBScvfLAyojT4QBstMO8/3izXXD5A8ctSNE8dIesIA7AhJIyjrhpCmYF OUDxoofa2LhCjWjBspYSbQ== 0001121624-01-000017.txt : 20010224 0001121624-01-000017.hdr.sgml : 20010224 ACCESSION NUMBER: 0001121624-01-000017 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 20 FILED AS OF DATE: 20010222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALVERT IMPACT FUND INC CENTRAL INDEX KEY: 0001121624 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-14/A SEC ACT: SEC FILE NUMBER: 333-52292 FILM NUMBER: 1552269 BUSINESS ADDRESS: STREET 1: 4550 MONTGOMERY AVENUE STREET 2: SUITE 1000N CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019514881 MAIL ADDRESS: STREET 1: 4550 MONTGOMERY AVENUE STREET 2: SUITE 1000N CITY: BETHESDA STATE: MD ZIP: 20814 N-14/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (FOR REORGANIZATION OF THE CALVERT NEW AFRICA FUND INTO THE CALVERT SOUTH AFRICA FUND) [ X ] PRE-EFFECTIVE AMENDMENT NO. 5 [ ] POST-EFFECTIVE AMENDMENT NO.__ (CHECK APPROPRIATE BOX OR BOXES) CALVERT IMPACT FUND, INC. REGISTRANT'S TELEPHONE NUMBER (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) (301) 951-4800 ADDRESS OF PRINCIPAL EXECUTIVE OFFICES APPROX. DATE OF PROPOSED PUBLIC 4550 MONTGOMERY AVENUE OFFERING: March 29, 2001 SUITE 1000N Date of Reorganization BETHESDA, MD 20814 NAME AND ADDRESS OF AGENT FOR SERVICE: WILLIAM M. TARTIKOFF, ESQ. 4550 MONTGOMERY AVE. SUITE 1000N BETHESDA, MD 20814 Per Rule 481(a) of the 1933 Securities Act, please note that the registration statement for the Calvert South Africa Fund shall be offered to the public on March 30, 2001. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission may determine. Important Information Regarding Your Investment In Calvert February ___, 2001 Dear Shareholder, I am writing to inform you of the upcoming special meeting of shareholders of the Calvert New Africa Fund, and to request that you take a few minutes to read the enclosed material and to mail back the proxy voting card. You are being asked to vote on a proposal to exchange the assets of the Calvert New Africa Fund for shares of equal value in the newly formed Calvert South Africa Fund, a series of Calvert Impact Fund, Inc. The Board of Directors of Calvert New World Fund, Inc., including myself, believe this change is in the best interests of the Calvert New Africa Fund, and you, as its shareholders. We believe that the merger is in everyone's best interests as Calvert has long standing ties to South Africa and it is important to support the continuing transformation of South Africa. Selecting RISA Investment Advisers, LLC as a partner gives Calvert immediate access to a creative, socially-screened product with one year of out-performance against its benchmark and a relationship with African Harvest Asset Managers (Proprietary) Limited, the premiere multi-racial investment firm in South Africa. Regardless of the number of shares you own, it is important that you take the time to read the enclosed proxy, and complete and mail your voting card as soon as you can. A postage paid envelope is enclosed. If shareholders do not return their proxies, the Fund may have to incur the expense of additional solicitations. All shareholders benefit from the speedy return of proxies. I appreciate the time you will take to review this important matter. The Q & A that follows will assist you in understanding the proposal; however, if we may be of any assistance, please call us at (800) 368-2750. Sincerely, Barbara J. Krumsiek President Calvert New World Fund, Inc. Calvert New Africa Fund 4550 Montgomery Avenue, Suite 1000N Bethesda, Maryland 20814 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS To be held on March 29, 2001 NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the Calvert New Africa Fund will be held in the Tenth Floor Conference Room of Calvert Group, Ltd., Air Rights North Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland at 9:00 a.m. on Thursday, March 29, 2001, for the following purposes: I. To consider and act on an Agreement and Plan of Reorganization, dated December 7, 2000, providing for the transfer of substantially all of the assets of the Calvert New Africa Fund to and the assumption of certain identified liabilities of the Calvert New Africa Fund by the Calvert South Africa Fund, a series of Calvert Impact Fund, Inc., in exchange for shares of equal value of the Calvert South Africa Fund. II. To transact any other business that may properly come before the meeting or any adjournment or adjournments thereof. Shareholders of record at the close of business on February 7, 2001, are entitled to notice of and to vote at this meeting or any adjournment thereof. By Order of the Board of Directors, William M. Tartikoff, Esq. Secretary February __, 2001 Please execute the enclosed proxy and return it promptly in the enclosed envelope, thus enabling the Fund to avoid unnecessary expense and delay. Your vote is extremely important, no matter how large or small your holdings may be. No postage is required if mailed in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the Special Meeting. IMPORTANT NOTICE TO Calvert New Africa Fund SHAREHOLDERS QUESTIONS & ANSWERS Please read the complete text of the enclosed Prospectus/Proxy Statement. For your convenience, we have provided a brief overview of the matters to be voted upon. Your vote is important. If you have any questions regarding the proposal, please call us at (800) 368-2745. We appreciate you investing with Calvert, and look forward to a continuing relationship. Q. Why am I receiving a proxy statement? A. Calvert New World Fund, Inc. is seeking your approval of a reorganization of the shares of its series - Calvert New Africa Fund - into the Calvert South Africa Fund, a series of Calvert Impact Fund, Inc. Q. What are the effects of this reorganization? A. The Reorganization will affect the Calvert New Africa Fund in that all of its assets will be transferred to the Calvert South Africa Fund. In turn, you will receive shares of the Calvert South Africa Fund. Through the Reorganization, the surviving Calvert South Africa Fund is expected to give Fund shareholders access to a South Africa concentrated, socially screened investment product. At the same time as this proposed transaction, the Board of Trustees of The RISA Fund will be soliciting its shareholders to also merge into the Calvert South Africa Fund. Q. Is there a change in the management of the Fund? A. Yes. The investment adviser of the Calvert South Africa Fund will be Calvert Asset Management Company, Inc., and the investment sub-advisers jointly will be RISA Investment Advisers, LLC and African Harvest Asset Managers (Proprietary) Limited. Q. Are there differences in the investment objective of the Calvert New Africa Fund and the Calvert South Africa Fund? A. The Calvert New Africa Fund's investment objective is "to seek 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," whereas the Calvert South Africa Fund's investment objective is "to seek maximum total return by investing in securities of South African issuers." Accordingly, the main difference between the investment objectives of the Funds is that the Calvert South Africa Fund will have a narrower investment scope, focusing mainly on South African companies, as opposed to the Calvert New Africa Fund's pan-African focus. Q. Will the Calvert South Africa Fund have social screens? A. The Labor Research Service of South Africa will provide the social screening for the Calvert South Africa Fund, the criterion are companies that: - create jobs and train workers; - encourage economic and social empowerment of the majority population; - encourage employment equity; - maintain quality workplace conditions; - protect the environment; - enforce high health and safety standards; - demonstrate open and effective corporate governance; and - respect the rights of indigenous peoples. Q. How do the expense structures and fees of the Funds compare? Is there a benefit to me? A. It is anticipated that current shareholder expenses (before reimbursements and fee waivers) will actually decrease. The following table reflects the current expense structure for the Calvert New Africa Fund and the Calvert South Africa Fund estimated expense structure expressed as a percentage of average annual net assets: Calvert Calvert New Africa Fund South Africa Fund Management fees 1.75% 1.25% Advisor's fees 0.495% 0.25% Subadvisors' fees 0.755% 0.80% Administrative fees 0.25% 0.20% 12b-1/Distribution 0.25% 0.25% Other Expenses 4.39% 2.21% Gross Fees 6.39% 3.74% Fee Reimbursement 3.11% 1.49% Net Fees 3.28% 2.25% The "Other Expenses" for the Calvert New Africa Fund are based on Fiscal Year 2000 audited numbers. The advisory and administrative fees are based on the respective management contracts. Calvert, RISA Investment Advisers, and African Harvest have agreed to waive fees and/or reimburse expenses to maintain a maximum 2.25% expense ratio for Class A of the Calvert South Africa Fund in the first year after the date of the Reorganization (net of any expense offset arrangements), if necessary. Q. What will be the name of the surviving fund after the Reorganization is complete? A. The Calvert South Africa Fund will be the fund to survive the merger. Q. What will be the size of the surviving fund after the Reorganization? A. If the proposal presented in the proxy statement is approved, as well as a similar proposal being presented to The RISA Fund's shareholders, the combined Calvert South Africa Fund is expected to have approximately $5 million in assets. Q. What are the federal tax implications of the Reorganization? A. The Reorganization will not be a taxable event (i.e., no gain or loss will be recognized) to the Fund, the Calvert South Africa Fund, or to you as a shareholder. Q. What if there are not enough votes to reach a quorum by the scheduled special shareholder meeting date? A. If not enough shareholders vote, we will need to take further action. We may contact you by mail, telephone, facsimile, or by personal interview. Therefore, we encourage you to vote as soon as you review the enclosed proxy materials in order to avoid an additional expense to the Fund of follow-up mailings, telephone calls or other solicitations. Q. If the proposal is not approved for the Calvert New Africa Fund, will Calvert propose liquidating that Fund? A. If the proposal to merge the Calvert New Africa Fund is not approved, the Board will consider other options including a proposal to liquidate the Fund. Q. How will you determine the number of shares of the Calvert South Africa Fund that I will receive? A. The Closing Date is March 29, 2001. As of 4:00 p.m. Eastern Time on the Closing Date, you will receive that number of full and fractional Calvert South Africa Fund shares equal in value to the shares you hold in the Calvert New Africa Fund on that date. Q. What impact will the Reorganization have on the share price of the Calvert South Africa Fund? A. The net asset value per share of the Calvert South Africa Fund will not be changed by the Reorganization. Q. Who is paying for expenses related to the shareholder meeting? A. Calvert New Africa Fund will pay for the expenses related to the shareholder meeting. Q. How does the Board of Directors of the Calvert New Africa Fund suggest that I vote? A. After careful consideration, the Board of Directors of the Calvert New Africa Fund unanimously recommends that you vote "FOR" the item proposed on the enclosed proxy card. Q. How do I vote my shares? A. You can vote your shares by attending the Special Meeting of Shareholders in person and submitting the enclosed proxy card at that time, or by completing and signing the proxy card, and mailing it in the enclosed postage paid envelope. If you need any assistance, or have any questions regarding the proposal or how to vote your shares, please call us at (800) 368-2745. Q. Will my vote make a difference? A. Your vote is needed to ensure that the proposals can be acted upon. Your immediate response on the enclosed proxy card will help save on the costs of any further solicitations for a shareholder vote. We encourage all shareholders to participate in the governance of the Calvert New Africa Fund. Q. How will this affect my account? A. You can expect the same level of management expertise and high-quality shareholder service to which you've grown accustomed. Q. How do I sign the proxy card? A. Voting instruction forms must be executed properly. When forms are not signed as required by law, you and the Fund must undertake the time and expense to take steps to validate your vote. The following guide was prepared to help you choose the proper format for signing your form: 1. Individual Accounts: Your name should be signed exactly as it appears in the registration on the voting instruction form. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to a name shown in the registration. 3. All other accounts should show the capacity of the individual signing. This can be shown either in the form of the account registration itself or by the individual executing the voting instruction form. For example: REGISTRATION VALID SIGNATURE A. 1) Save the Earth Corp. Jane Q. Nature, Treasurer 2) Save the Earth Corp. Jane Q. Nature, Treasurer c/o Jane Q. Nature, Treasurer B. 1) Save the Earth Corp. Jon B. Goodhealth, Trustee Profit Sharing Plan 2) Save the Earth Trust Jon B. Goodhealth, Trustee 3) Jon B. Goodhealth, Trustee Jon B. Goodhealth, Trustee u/t/d 5/1/78 C. 1) David Smith, Cust. David Smith f/b/o Jason Smith UGMA Voting by mail is quick and easy. Everything you need is enclosed. PROSPECTUS AND PROXY STATEMENT February __, 2001 Acquisition of the assets of the Calvert New Africa Fund By and in exchange for shares of Calvert South Africa Fund 4550 Montgomery Avenue, Bethesda, Maryland 20814, (800) 368-2745 This Prospectus and Proxy Statement relates to the proposed transfer of all of the assets and the assumption of certain identified liabilities of the Calvert New Africa Fund in exchange for shares of the Calvert South Africa Fund. Following the transfer, Calvert South Africa Fund shares will be distributed to shareholders of the Calvert New Africa Fund in liquidation of the Fund and the Calvert New Africa Fund will be dissolved. As a result of the proposed transaction, each shareholder of the Calvert New Africa Fund will receive that number of Calvert South Africa Fund shares equal in value at the date of the exchange to the value of such shareholder's respective shares of the Calvert New Africa Fund. The transaction will only occur if shareholders vote in favor of the proposed transfer. The Calvert South Africa Fund is a series of Calvert Impact Fund, Inc., a newly formed open-end diversified management investment company. Its investment objective is to seek maximum total return by investing in securities of South African issuers. The Calvert New Africa Fund is a series of Calvert New World, Inc. As of December 31, 2000, the net assets of the Fund were $4,021,843. Its investment objective is to seek 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. The Calvert South Africa Fund and the Calvert New Africa Fund both have a 4.75% maximum sales charge. The sales charge is added to the purchase price of shares, but will not be applied to shares issued in the reorganization. See "Purchase Procedures". Each of the Funds has a distribution plan that permits it to pay certain expenses associated with the distribution of its shares. Calvert Asset Management Company, Inc. ("Calvert") is the investment advisor for the Calvert South Africa Fund, with RISA Investment Advisers, LLC and African Harvest Asset Managers (Proprietary) Limited jointly serving as the subadvisors. Currently, for the Calvert New Africa Fund, Calvert-Sloan Advisers, L.L.C. is the investment advisor, while New Africa Advisers, Inc. and Calvert Asset Management Company, Inc. jointly serve as the subadvisors. This Prospectus and Proxy Statement is expected to be mailed to shareholders of record on or about February ___, 2001. This Prospectus and Proxy Statement, which should be retained for future reference, sets forth concisely the information about the Calvert South Africa Fund that a prospective investor should know before investing. This Prospectus and Proxy Statement is accompanied by the Prospectus of the Calvert South Africa Fund dated February ___, 2001 and is incorporated herein by reference. A Statement of Additional Information dated February ___, 2001, containing additional information about the proposed reorganization, has been filed with the Securities and Exchange Commission and is incorporated by reference into this Prospectus and Proxy Statement. The Prospectus and Statement of Additional Information of the Calvert New Africa Fund, both dated July 31, 2000, the Annual Report to Shareholders dated March 31, 2000, and the Semi-Annual Report to Shareholders dated September 30, 2000, have been filed with the SEC and are incorporated herein by reference. Copies of these documents may be obtained without charge by writing the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, or by calling (800) 368-2745. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the securities and exchange commission or any state securities commission passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. The shares offered by this prospectus and proxy statement are not deposits or obligations of, or guaranteed or endorsed by, any bank, and are not federally insured or otherwise protected by the FDIC, the federal reserve board, or any other agency. When investors sell shares of the funds, the value may be higher or lower than the amount originally paid. TABLE OF CONTENTS Synopsis 4 Risk Factors 7 Expense Comparisons 8 Reasons for the Reorganization 10 Information about the Reorganization 12 Information about the Calvert South Africa Fund 15 Shareholder Information 26 Comparison of Investment Policies 28 Comparative Information on Shareholder Rights 28 General Information about the Funds 30 Other Business 30 Voting Information 30 Adjournment 33 Exhibit A - Agreement and Plan of Reorganization 34 SYNOPSIS Reasons for the Reorganization. The Board of Directors of Calvert New World Fund, Inc. (the "Directors") believe that the proposed Reorganization would be in the best interests of the shareholders of the Calvert New Africa Fund in considering various issues connected with concerns over the Calvert New Africa Fund's well being, and recognizing Calvert's continued goal to manifest visible support for the continuing transformation of South Africa. The Calvert New Africa Fund has suffered from, at times, poor performance and lackluster sales and Management and the Directors have discussed various alternatives from "staying the course" to closing the Fund. However, recognizing Calvert New Africa's desire for a visible presence in Africa that would result in basic economic development by investing in and assisting with the growth of African companies, it was felt best to combine the Fund with another fund concentrating in investments in South Africa, the Calvert South Africa Fund. Proposed Transaction. The Directors have authorized the Fund to enter into an Agreement and Plan of Reorganization (the "Agreement" or "Plan") providing for the transfer of all the assets and the assumption of certain identified liabilities of the Calvert New Africa Fund to the Calvert South Africa Fund in exchange for like shares of the Calvert South Africa Fund. Following the transfer, Calvert South Africa Fund shares will be distributed to the respective shareholders of the Calvert New Africa Fund in liquidation of the Calvert New Africa Fund, and the Calvert New Africa Fund will be dissolved. As a result of the proposed transaction, each shareholder of the Calvert New Africa Fund will receive that number of full and fractional Calvert South Africa Fund shares equal in value at the date of the exchange to the value of such shareholder's shares of the Calvert South Africa Fund. For the reasons stated above, the Directors, including the independent Directors, have concluded that the Reorganization would be in the best interests of the shareholders of the Calvert New Africa Fund and recommend shareholder approval. At the same time as this proposed transaction, the Board of Trustees of The RISA Fund will be soliciting its shareholders to also merge into the Calvert South Africa Fund. Tax Consequences. The Plan is conditioned upon receipt by the Calvert New Africa Fund of an opinion of counsel that no gain or loss will be recognized by it or its shareholders as a result of the Reorganization. The tax basis of Calvert South Africa Fund shares received by a shareholder will be the same as the tax basis of the shareholder's Calvert New Africa Fund shares. In addition, the tax basis of the Calvert New Africa Fund's assets in the hands of Calvert South Africa Fund as a result of the Reorganization will be the same as the tax basis of such assets in the hands of the Calvert New Africa Fund prior to the Reorganization. See "Information about the Reorganization." Investment Policies. Shareholders should consider the differences in investment policies between the Calvert New Africa Fund and Calvert South Africa Fund. While both of the Funds have the same focus of investing in Africa, the Calvert South Africa Fund has a narrower investment scope, focusing mainly on South African companies, as opposed to the Calvert New Africa Fund's pan-African focus. Further, the Calvert South Africa Fund's objective is to seek "maximum total return," whereas the Calvert New Africa Fund's investment objective is "to achieve capital appreciation over time" through its investments. See "Comparison of Investment Policies." Purchases. Shares of the Calvert New Africa Fund and Calvert South Africa Fund are sold on a continuous basis at net asset value plus the appropriate sales charge, which is subject to reduction by right of accumulation, group purchase, and letter of intent. Employee purchases and certain plans qualified under the Internal Revenue Code of 1986, as amended (the "Code") may purchase shares with no sales charge, and all Fund shareholders may reinvest dividends without paying a sales charge. Shares issued in the Reorganization will not be assessed any sales charge. Sales Charges. The Funds' shares are offered at net asset value plus a front-end sales charge as follows: 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* *Purchases of shares at net asset value for accounts with $1,000,000 or more are subject to a one year contingent deferred sales charge of 1.00%. The minimum initial investment in the Calvert New Africa Fund is $2,000 and $5,000 for the Calvert South Africa Fund, and the minimum subsequent investment is $250 for both Funds (except in the case of certain retirement plans). Exchange Privileges. Shareholders of the Calvert New Africa Fund and the Calvert South Africa Fund may exchange Fund shares for shares of a variety of other Calvert Funds. Each such exchange represents a sale of Fund shares, which may produce a gain or loss for tax purposes. There is no additional charge for exchanges. Exchange requests will not be accepted on any day when Calvert is open but the Fund's custodian bank is closed (i.e., Columbus Day and Veteran's Day); these exchange requests will be processed the next day the Fund's custodian bank is open. Both Funds and the distributor reserve the right at any time to reject or cancel any part of any purchases (including exchange purchases); modify any terms or conditions of purchase of shares of any Fund; or withdraw all or any part of the offering made by the prospectus. To protect the interest of investors, both Funds and the distributor may reject any order considered market-timing activity. The Calvert New Africa Fund and Calvert South Africa Fund reserve the right to terminate or modify the exchange privilege with 60 days' written notice. Distribution Procedures. The Calvert New Africa Fund and Calvert South Africa Fund pay dividends from their respective net investment income annually. 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, neither Fund anticipates making any such distributions unless available capital loss carryovers have been used or have expired. Shareholders of the Funds may reinvest distributions. Your existing election in the Calvert New Africa Fund with respect to dividends and/or capital gains will be continued with respect to the shares of Calvert South Africa Fund you acquire in connection with the Reorganization unless you notify the Calvert South Africa Fund of a new election. Redemption Procedures. At any time and in any amount, shares of the Calvert New Africa Fund and Calvert South Africa Fund may be redeemed by sending a letter of instruction, including your name, account and Fund number, the number of shares or dollar amount, and where you want the money to be sent. This letter of instruction must be signed by all required authorized signers. Further documentation may be required from corporations, fiduciaries, pension plans and institutional investors. Shares may also be redeemed by telephone or through brokers. Both Funds may impose a charge of $5 for wire transfers of less than $1,000. Both Funds may, after 30 days' notice, close your accounts if the account falls below $1,000 and the balance is not brought up to the required minimum amount. Valuation Practices. A Fund's assets are normally valued utilizing the average bid dealer market quotation as furnished by an independent pricing service. Securities and other assets for which market quotations are not readily available are valued based on the current market for similar securities or assets, as determined in good faith by the Fund's Advisor under the supervision of the Board of Directors. The Fund determines the net asset value of its shares every business day at the close of the regular session of the New York Stock Exchange (generally, 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. RISK FACTORS The risks attendant to investing in the Calvert South Africa Fund are the same as those risks, shareholders have assumed by investing in the Calvert New Africa Fund. General risks in investing in any fund would be that shareholders could lose money on their investment in a Fund, or the Fund could underperform. Additional risks due to the international nature of these Funds would be that the stock markets in South Africa go down and that investment in foreign securities involves additional risks relating to political, social and economic developments abroad. Other risks from these investments result from the differences between the regulations to which U.S. and foreign issuers and markets are subject, the potential for foreign markets to be less liquid than U.S. markets, and the currency risk associated with securities that trade in currencies other than the U.S. dollar. Certain of the current holdings of the Calvert New Africa Fund may be illiquid and/or may not qualify as "New South Africa Companies" pursuant to the investment policies of the Calvert South Africa Fund. In reconciling the investment policies of both Funds, the Advisor and Subadvisors will begin to transition the portfolio holdings from the Calvert New Africa Fund to the Calvert South Africa Fund. To the extent that certain of these non-qualifying New South Africa Companies transfer to the Calvert South Africa Fund following the Reorganization, transaction costs could be incurred in transitioning these holdings out of the Fund. EXPENSE COMPARISONS Calvert Pro New Africa Fund Forma (Surviving Calvert South Africa Fund) Shareholder Fees Maximum sales charge (load) imposed on purchases 4.75% 4.75% (as a percentage of offering price) Maximum deferred sales charge (load) (as a percentage of purchase None None or redemption proceeds, whichever is lower) Annual fund operating expenses1 Management fees 1.75% 1.25% Distribution and service (12b-1) fees 0.25% 0.25% Other expenses 4.39% 2.24% Total annual fund operating expenses 6.39% 3.74% Fee waiver and/or expense reimbursement (3.11%)2 (1.49%)3 Net expenses 3.28% 2.25%4 Notes to Fees and Expenses Table 1 Expenses are based on estimates to reflect expenses expected to be incurred for the upcoming fiscal year for the Funds, unless otherwise indicated. Management fees include a subadvisory fee, paid by the Advisor to the Subadvisor. Management fees also include an administrative fee paid by the Fund to Calvert Administrative Services Company, an affiliate of the Advisor. 2 Calvert-Sloan has agreed to limit annual fund operating expenses (net of any expense offset arrangements) through July 31, 2001. The contractual expense cap is shown as "Net expenses," this is the maximum amount of operating expenses that may be charged to the Calvert New Africa Fund through July 31, 2001. For the purposes of this expense limit, operating expenses do not include interest expense, brokerage commissions, extraordinary expenses, taxes and capital items. For the fiscal year ended March 31, 2000, interest expense was 1.67%. The Fund has an offset arrangement with the custodian bank whereby the custodian and transfer agent fees may be paid indirectly by credits on the Fund's uninvested cash balances. These credits are used to reduce the Fund's expenses. 3 The Advisor and Subadvisors have agreed to limit annual fund operating expenses (net of any expense offset arrangements, estimated to be approxi- mately 0.20%) through March 29, 2002. For the purposes of this expense limit, operating expenses do not include interest expense, brokerage commis- sions, extraordinary expenses, taxes and capital items. the Fund has an offset arrangement with its custodian bank whereby the custodian and transfer agents fees may be paid indirectly by credits on the Fund's uninvested cash balances. These credits are used to reduce the Fund's expenses. 4 The contractual expense cap is 2.25%. The contractual expense cap is shown as "Net expenses," this is the maximum amount of operating expenses that may be charged to the Fund through March 29, 2002. 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: Fund (Unaudited) 1 Year 3 Years Calvert New Africa Fund $790 $2,011 Pro Forma (Surviving Calvert South Africa Fund) $692 $1,434 Distribution and Service Fees. Both Funds have adopted a plan under Rule 12b-1 of the Investment Company Act of 1940 (the "1940 Act") that allows each Fund to pay distribution fees for the sale and distribution of its shares. The distribution plan also pays service fees to person (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 costs of your investment and my cost you more than paying other types of sales charges. The maximum annual percentage payable under each Fund's distribution plan totals 0.25%, based on average daily net assets of each Fund. The maximum annual percentage payable under the Calvert South Africa Fund's distribution plan totals 0.35%, however, the Fund's Board of Directors has only approved charges of 0.25%, based on average daily net assets of the Calvert South Africa Fund. Reasons For the Reorganization The Board of Directors of Calvert New World Fund, Inc. believe that the proposed Reorganization would be in the best interests of the shareholders of the Calvert New Africa Fund. To this end, the Directors recommend that shareholders of the Calvert New Africa Fund approve the exchange of its assets to the Calvert South Africa Fund for shares of the Calvert South Africa Fund, which will be distributed to Calvert New Africa Fund shareholders upon the liquidation and/or dissolution of the Calvert New Africa Fund. In determining whether to recommend approval of the Reorganization to shareholders of the Calvert New Africa Fund, the Directors considered a number of factors, including, but not limited to: (1) the capabilities and resources of the Calvert South Africa Fund, its advisor and subadvisors and other service providers in the areas of investment, marketing, and shareholder services; (2) the expenses and advisory fees applicable to the Fund before the Reorganization and the estimated expense ratios for shareholders in the Calvert South Africa Fund after the Reorganization; (3) the comparative investment performance of RISA Investment Advisers and African Harvest; (4) the comparative difference in these subadvisors' investment styles and investment and social research capabilities; (5) the terms and conditions of the Agreement and Plan of Reorganization and whether the Reorganization would result in dilution of current Fund shareholders' interests; (6) the potential economies of scale realizable as a result of the Reorganization; (7) the service features available to shareholders of both the Calvert New Africa Fund and the Calvert South Africa Fund; (8) the costs estimated to be incurred to complete the Reorganization; (9) the future growth prospects of the Calvert South Africa Fund after the Reorganization; and (10) the non-taxable treatment of the Reorganization. In this regard, the Directors reviewed information provided by RISA Investment Advisers and African Harvest relating to the anticipated impact to the shareholders of the Fund as a result of the Reorganization. The Directors considered the probability that future increases in asset levels of the Calvert South Africa Fund are expected to result in reduced per share expenses and achievement of economies of scale, although there can, of course, be no assurances in this regard. INFORMATION ABOUT THE REORGANIZATION Plan of Reorganization. The proposed Agreement and Plan of Reorganization (the "Agreement" or "Plan") provides that the Calvert South Africa Fund will acquire all the assets and certain liabilities of the Calvert New Africa Fund in exchange for shares of the Calvert South Africa Fund on March 29, 2001. A copy of the Plan is attached as Exhibit A to this Proxy Statement. Discussion of the Plan herein is qualified in its entirety by reference to the Plan in Exhibit A. The number of full and fractional Calvert South Africa Fund shares to be issued to shareholders of the Calvert New Africa Fund will equal the value of the shares of the Calvert New Africa Fund outstanding immediately prior to the Reorganization. Portfolio securities of the Calvert New Africa Fund will be valued in accordance with the valuation practices of the Calvert South Africa Fund (See, "About the Funds"). At the time of the Reorganization, the Calvert New Africa Fund will pay all of its obligations and liabilities except those specified in the Plan, which will be paid by the Calvert South Africa Fund. The Reorganization will be accounted for by the method of accounting commonly used by open end investment companies. As soon as practicable after the Closing Date, the Calvert New Africa Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on March 29, 2001, the full and fractional shares of the Calvert South Africa Fund at an aggregate net asset value equal to the value of the shareholder's shares in the Calvert New Africa Fund next determined after the effective time of the transaction. This method of valuation is also consistent with interpretations of Rule 22c-1 under the 1940 Act by the Securities and Exchange Commission's Division of Investment Management. Such liquidation and distribution will be accomplished by the establishment of accounts on the share records of the Calvert New Africa Fund, representing the respective pro rata number of full and fractional shares of the Calvert South Africa Fund due shareholders of the Calvert New Africa Fund. The consummation of the Plan is subject to the conditions set forth therein: Shareholder Approval. The Plan shall have been approved by the affirmative vote of the holders of a majority (as defined in the 1940 Act) of the outstanding shares of capital stock of the Calvert New Africa Fund. Representations, Warranties and, Agreements. Both parties to the Reorganization shall have complied with its respective responsibilities under the Plan, the respective representations and warranties contained in this Plan shall be true in all material respects, and there shall have been no material adverse change in the financial condition, results of operations, business, properties, or assets of either party since December 31, 2000. Both parties shall produce certificates satisfactory in form and substance indicating that it has met the terms of the Plan. Regulatory Approval. The Registration Statement for the Calvert South Africa Fund shall have been declared effective by the Securities and Exchange Commission and all necessary orders with respect to the transactions contemplated by the Plan shall have been granted by the Securities and Exchange Commission; and all approvals, registrations, and exemptions under federal and state laws considered to be necessary shall have been obtained. Tax Opinion. Both parties to the Reorganization shall have received opinions of counsel, addressed to and in form and substance satisfactory, as to certain of the federal income tax consequences of the Reorganization under the Internal Revenue Code to the Calvert New Africa Fund and its shareholders. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, this proxy statement, and on such other written representations as the Calvert New Africa Fund and the Calvert South Africa Fund, respectively, will have verified. The opinion of counsel will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes: (1) Neither the Calvert New Africa Fund nor Calvert South Africa Fund will recognize any gain or loss upon the transfer of the assets of the Calvert New Africa Fund to and the assumption of its liabilities by Calvert South Africa Fund in exchange for Calvert South Africa Fund shares and upon the distribution (whether actual or constructive) of Calvert South Africa Fund shares to its shareholders in exchange for their shares of capital stock of the Calvert New Africa Fund; (2) The shareholders of the Calvert New Africa Fund who receive Calvert South Africa Fund shares pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of the Calvert New Africa Fund for Calvert South Africa Fund shares (including any fractional share interests they are deemed to have received) pursuant to the Reorganization; (3) The basis of Calvert South Africa Fund shares received by Calvert New Africa Fund shareholders will be the same as the basis of the shares of capital stock of the Calvert New Africa Fund surrendered in the exchange; and (4) The basis of the Calvert New Africa Fund's assets acquired by the Calvert South Africa Fund will be the same as the basis of such assets to the Calvert New Africa Fund immediately prior to the Reorganization. The Plan may be terminated and the Reorganization abandoned at any time before or after approval by Calvert New Africa Fund shareholders, prior to the Closing Date by mutual consent of the parties, or by either, if any condition set forth in the Plan has not been fulfilled or has been waived by the party entitled to its benefits. In accordance with the Plan, the Calvert New Africa Fund and the Calvert South Africa Fund will be responsible for payment of their pro rata expenses incurred in connection with the Reorganization. Description of Calvert South Africa Fund Shares. Full and fractional shares of Calvert South Africa Fund will be issued to each shareholder in accordance with the procedures under the Plan as described above. Each share will be fully paid and non assessable when issued and transferable without restrictions and will have no preemptive or conversion rights. Federal Income Tax Consequences. The Plan is a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Code. It is the opinion of outside counsel to the Calvert New Africa Fund and the Calvert South Africa Fund that, on the basis of the existing provisions of the Code, current administrative rules and court decisions, for federal income tax purposes: (1) no gain or loss will be recognized by the Calvert New Africa Fund upon the transfer of assets to and assumption of certain of its liabilities in exchange for Calvert South Africa Fund shares (Section 1032(a)); (2) the basis and holding period immediately after the Reorganization for Calvert South Africa Fund shareholders will be same as the basis and holding period of the Calvert New Africa Fund shares held immediately prior to the exchange (Section 354, 356); and (3) the basis and holding period of such Calvert New Africa Fund assets acquired by Calvert South Africa Fund will be the same as the basis and holding period of such assets of the Calvert New Africa Fund immediately prior to the Reorganization (Section 362 (b), 1223(2)). Opinions of Counsel are not binding on the Internal Revenue Service or the Courts. If the Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, the consequences described above would not be applicable. Shareholders of the Calvert New Africa Fund should consult their tax advisors regarding the effect, if any, of the proposed reorganization in light of their individual circumstances. Since the foregoing discussion relates only to the federal income tax consequences of the Reorganization, shareholders of the Calvert New Africa Fund should also consult their tax advisors as to the state and local tax consequences, if any, of the Reorganization. Capitalization. The following table shows the capitalization of the Calvert New Africa Fund as of December 31, 2000, and on a pro forma basis the capitalization of the Calvert South Africa Fund as of the date of proposed acquisition of assets at net asset value. Pro Forma (Surviving Calvert New Calvert South Africa Fund Africa Fund)* Net Asset Value Per Share $5.36 $15.00 Shares Outstanding 750,401 268,123 *The Pro Forma combined net assets do not reflect adjustments with respect to distributions prior to the Reorganization. The actual exchange ratio will be determined based on the relative net asset value per share on the acquisition date. INFORMATION ABOUT THE CALVERT SOUTH AFRICA FUND Investment Objective. The Calvert South Africa Fund will seek maximum total return by investing in securities of South African issuers. The Fund considers a company to be a South African issuer if the company derives its revenues mainly from business activities in South Africa or its stock is traded principally on a South African exchange. This objective may be changed by the Fund's Board of Directors without shareholder approval. Principal Investment Strategies. The Calvert South Africa Fund typically invests at least 75% of its assets in publicly traded stocks of South African companies with above average growth aspects. Management describe companies that pass its proactive screens as "New South Africa Companies." Management believes that New South Africa Companies, as a group, will outperform the Johannesburg Stock Exchange All Shares Index over time because they have embraced the social and economic transformation sweeping South Africa. These companies: - - create jobs and train workers; - - encourage economic and social empowerment of the majority population; - - encourage employment equity; - - maintain quality workplace conditions; - - protect the environment; - - enforce high health and safety standards; - - demonstrate open and effective corporate governance; and - - respect the rights of indigenous peoples. The Calvert South Africa Fund will invest in companies that are expected to achieve sustainable growth and profitability. The Fund will invest approximately 75% of its total assets in publicly traded stocks of South African companies. The Fund may invest up to 25% of its assets in sovereign debt issued by the government of South Africa. The Fund is also permitted to invest up to 20% of its assets in high quality money market instruments of U.S. and South African issuers. If adverse market or economic conditions occur, the Fund temporarily may invest up to 100% of its assets in U.S. money market instruments. The Calvert South Africa Fund's strategy for selecting growth stocks begins with a company-by-company approach emphasizing fundamental stock analysis. This encompasses industry and competitor analysis, regular management visits, financial statement and ratio analysis and international comparative evaluations. The Fund seeks to reduce portfolio risk by research rather than by diversification. For a discussion of how the Calvert South Africa Fund's investment objective and principal investment strategies differ from those of the Calvert New Africa Fund, see "Comparison of Investment Policies." Socially Responsible Investment Criteria. Investments are selected on the basis of their ability to contribute to the dual objectives of financial soundness and social criteria. The Fund has developed social investment criteria, detailed below. These criteria represent standards of behavior which few, if any, organizations totally satisfy. As a matter of practice, evaluation of a particular organization in the context of these criteria will involve subjective judgment by the Advisor and Subadvisors. All social criteria may be changed by the Board of Directors without shareholder approval. The following criteria, created by the Labour Research Group in South Africa, will be used to screen the Fund. All the criteria are equally weighted. Any company that scores below 50% on the scorecard is rejected. Companies that earn more than 60% are approved while those that earn above 70% will be highlighted for special praise. Companies whose primary business is tobacco, gambling, weapons or predatory lending will be excluded from the portfolio. Create jobs through innovation and expansion plans. The Fund will ask senior management probing questions about their plans and strategies and assess their ability to innovate and invest for job creating. Training of workers to enhance skills. All workers must be skilled and to achieve this company training programs and grading systems must be transformed to provide clear career paths for all employees. Economic and social empowerment. The Fund will seek companies where there is evidence of high levels of worker empowerment. Equity through affirmative action. Programs within the company should focus on the advancement of women, black employees and the disabled. Good conditions of employment. Special focus will be given to the company's minimum wage. Sound environment practices must be promoted. The Fund will pay close attention to companies to ensure they put in place practices which will protect the environment. High health and safety standards must be applied. The Fund will rely on the reports of employees and want to see active involvement of trade unions. Demonstrate open and effective corporate governance. The Fund wants full disclosure of director's pay and more effective communication with all stakeholders. Respect indigenous peoples rights. The Fund will not invest in companies that are significantly engaged in a pattern and practice of violating the rights of indigenous people. Principal Risks. The Calvert South Africa Fund is designed for aggressive, long-term investors who are willing to 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: 1. Stocks are subject to market, economic and business risks that cause their prices to fluctuate. 2. Investing in South African securities involves additional risks not associated with investments in U.S. securities. - - The Fund is subject to foreign currency risk, which is the risk that the U.S. dollar value of its investments may decline due to changes in foreign currency exchange rates or the imposition of exchange control regulations - - South Africa is a developing country and its economy is less diversified and mature than the economies of developed countries. There is a risk of economic or political instability in South Africa. - - There is less liquidity and higher volatility in the South African securities markets than in the U.S. and less government supervision and regulation of exchanges, brokers and issuers in South Africa. - - South African companies are not subject to the same accounting, auditing and financial reporting standards as U.S. public companies, and there may be less publicly available information about South African companies than comparable U.S. companies. - - Government actions may be taken which could negatively affect the Fund. 3. The Fund's investments in South African sovereign debt obligations are subject to interest rate risk and credit risk. Interest rate risk is the risk of market losses caused by changes in interest rates. Generally, when interest rates rise, the market prices of debt obligations go down. Credit risk is the risk that the borrower may default or otherwise become unable to honor its financial obligations. 4. The Fund is non-diversified. Compared to other funds, the Fund may invest more of its assets in a smaller number of companies. Gains or losses on a single stock may have greater impact on the Fund. 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 For a discussion of the Calvert South Africa Fund's fees and expenses, see "Expense Comparisons." Distribution and Service Fees. The Calvert South Africa Fund has adopted a plan under Rule 12b-1 of the 1940 Act that allows the Calvert South Africa 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. Investment Practices and Risks Equity Investments. The Fund normally invests at least 75% of its total assets in growth stocks of New South Africa Companies. While the Fund invests mainly in common stocks, the Fund also may invest in other types of equity securities such as preferred stocks, debt securities which are convertible into or exchangeable for common stock, and warrants or rights that are convertible into common stock. The Fund's portfolio securities generally will be traded on the Johannesburg Stock Exchange, but also may be listed in established over-the-counter markets in South Africa. The Fund is permitted to invest up to 15% of its net assets in illiquid securities, including restricted securities and publicly traded stocks with limited marketability. Fixed Income Investments. The Fund may invest up to 25% of its total assets, from time to time, in sovereign debt obligations issued by the government of South Africa. The sovereign debt obligations in which the Fund invests will be investment grade. Money Market Investments. The Fund is permitted to invest up to 20% of its total assets as reserves to facilitate the Fund's cash flow needs (e.g., redemptions, expenses, and purchases of portfolio securities). The Fund's reserves will be invested in investment grade money market instruments of U.S. and South African issuers. Defensive Investments. Under adverse investment conditions, the Fund temporarily may invest up to 100% of its total assets in high quality, short term U.S. money market instruments. When following such a defensive strategy, the Fund will be less likely to achieve its investment objective. The Fund's benchmark is the Johannesburg Stock Exchange All Shares Index ("JSE"). The Fund will not own all, or even most, of the stocks included in the JSE, and the Fund will invest in additional companies not included in the JSE. Based upon a market capitalization weighting, the JSE represents more than 10% of most emerging market equity indices. Market Risk. The prices of the securities owned by the Fund will fluctuate in value. These fluctuations can occur because of general market and economic conditions, perceptions regarding the industry of the issuer company or the issuer company's particular circumstances. Changes in the value of the Fund's portfolio securities will result in changes in the Fund's share price. Consequently, when you sell Fund shares, they may be worth less than what you paid for them. The Fund will own stocks of small companies which are often subject to wider and more abrupt fluctuations in market price than larger, more established companies. The reason for this volatility is that these stocks typically are traded in lower volume, and their issuers typically are more sensitive to changing economic conditions and subject to greater changes in earnings and business prospects. Foreign Risk. Foreign securities markets generally are not as developed or efficient as those in the United States. Securities of foreign issuers often are less liquid and more volatile than securities of comparable U.S. issuers. Because the Fund invests primarily in South Africa, it will be subject to foreign investment risks which include possible political and economic instability, seizure or nationalization of foreign holdings or the adoption of governmental restrictions that adversely affect or restrict the payment of principal and interest on securities to investors located outside of South Africa. South Africa is a developing country, and its economy is less diversified and mature, and its political system is less stable, than those of developed countries. The markets of developing countries such as South Africa generally will be more volatile than the markets of more mature economies; however, such markets may provide higher rates of return to investors. Furthermore, there may be less publicly available information about South African companies than about U.S. companies, and South African compa nies are not subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. Brokerage commissions and other transaction costs on South African securities exchanges may be higher than in the U.S. Additionally, there is less government supervision and regulation of exchanges, brokers and issuers in South Africa than there is in the U.S. Foreign Currency Risk. The value of the Fund's assets, as measured in U.S. dollars, will fluctuate with changes in currency rates. Currency exchange rates may fluctuate significantly over a short period of time.They generally are determined by the forces of supply and demand in the foreign exchange markets and the relative merits of investments in different countries, actual or perceived changes in interest rates and other complex factors. Currency exchange rates also can be affected by intervention by U.S. or foreign governments or central banks, or the failure to intervene, or by currency controls or political developments in the United States or abroad. Fixed Income Security Risk. The market value of fixed income securities, such as South African government debt obligations, will change in response to interest rate changes and other factors. During periods of falling interest rates, the value of outstanding fixed income securities generally rises. During periods of rising interest rates, the value of such securities generally declines. While securities with longer maturities tend to produce higher yields, the prices of longer maturity securities are also subject to greater market fluctuations as a result of changes in interest rates. Changes by recognized agencies in the credit rating of any fixed income security and in the ability of an issuer to make payments of interest and principal also affect the value of these investments. Changes in the value of the Fund's debt securities will affect the net asset value of the Fund's shares. Hedging Risk. Although not a principal investment strategy, the Fund is permitted to invest in derivatives which are financial instruments that derive their performance, at least in part, from the performance of an underlying asset, index, currency or interest rate. The derivatives the Fund may use include options and futures. While derivatives can be used effectively to further the Fund's investment objective, under certain market conditions, they can increase the volatility of the Fund's net asset value, decrease the liquidity of the Fund's portfolio or make the accurate pricing of the Fund's portfolio more difficult. The primary risks associated with the Fund's use of futures and options are (1) the failure to predict accurately the direction of stock prices, interest rates, currency movements and other economic factors; (2) the failure as hedging techniques in cases where the price movements of the securities underlying the options and futures do not follow the price movements of the portfolio securities subject to the hedge; (3) the potentially unlimited loss from investing in futures contracts; and (4) the likelihood of the Fund being unable to control losses by closing its position where a liquid secondary market does not exist. The risk that the Fund will be unable to close out a futures position or options contract will be minimized by the Fund only entering into futures contracts or options transactions on national exchanges and for which there appears to be a liquid secondary market. Investment Practices and Risks. The most concise description of the Fund's risk profile is under the risk-return 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. On the following pages are brief descriptions of these other principal investments and techniques, along with their risks. 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 your tax liability. Risks: Opportunity, Market and Transaction. Temporary Defensive Positions. During adverse market, economic or political conditions, the Fund may depart from its principal investment strategies by increasing its investment in short-term interest-bearing securities. During times of any temporary defensive positions, the Fund may not be able to achieve its investment objective. Risks: Opportunity. 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. Emerging Market. Securities issued by companies located in those countries whose economics and capital markets are not as developed as those of more industrialized nations. Risks: Market, Currency, Transaction, Liquidity, Information, and Political. Investment grade bonds. Bonds rated BBB/Baa or higher or comparable unrated bonds. Risks: Interest Rate, Market and Credit. 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. The Fund does not expect to own more than 20% of such securities. Risks: Credit, Market, Interest Rate, Liquidity and Information. 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. Illiquid securities. Securities which cannot be readily sold because there is no active market. The Fund does not expect to own more than 15% of such securities. Risks: Liquidity, Market and Transaction. 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. 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 Fund will write call options only if they already own the security (if it is "covered"). The Fund does not expect to own more than 5% (based on net premium payments) of such securities. Risks: Interest Rate, Currency, Market, Leverage, Correlation, Liquidity, Credit and Opportunity. 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. The Fund does not expect to own more than 5% of such securities. Risks: Interest Rate, Currency, Market, Leverage, Correlation, Liquidity and Opportunity. 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. 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. Market risk. The risk 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. 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. Management Calvert Asset Management Company, Inc., 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814, is the Fund's investment advisor. Calvert provides the Fund with investment supervision and management and office space; furnishes executive and other personnel to the Funs, and pays the salaries and fees of all Directors who are affiliated persons of Calvert. It has been managing mutual funds since 1976. It is the investment advisor for over 25 mutual fund portfolios. As of December 31, 2000, Calvert had over $6.5 billion in assets under management. RISA Investment Advisers, LLC, 225 South 15th Street, Suite 930, Philadelphia, Pennsylvania, was formed in 1997 by Sam Folin. Mr. Folin has twenty-three years of experience in the investment industry and extensive experience advising non-profit organizations on governance, fund raising, planning and financial management. African Harvest Asset Managers (Proprietary) Limited, African Harvest House, Boundary Terraces, 1 Mariendahl Lane, Newlands, South Africa, was formed in 1997 and provides investment management services to South African clients including union retirement funds. African Harvest Asset Managers (Proprietary) Limited employs 21 investment professionals within various teams. The company has multi-racial ownership, management and staff. The firm has $1 billion under management and has established a record of investment excellence in South African capital markets. Denzil Newman, Chief Investment Officer, of African Harvest will lead a team responsible for the day-to-day management of the Fund's investments. Mr. Newman has been an analyst and fund manager for over twenty years and previously managed the Community Growth Fund and other large unit trusts and pension funds at Syfrets Managed Assets in Cape Town. Advisory Fees. Calvert South Africa Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. In addition, the Fund's two subadvisory agreements provide for the Advisor to pay the Subadvisors each a fee of 0.40% of the Fund's average daily net assets. SHAREHOLDER INFORMATION How Shares Are Priced. The price of shares is based on each Fund's net asset value ("NAV"). NAV is computed by adding the value of each 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 a Fund's Board of 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). Each 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 each Fund is open but purchases cannot be received because the banks and post offices are closed. Each Fund may hold securities that are primarily listed on foreign exchanges that trade on days when the NYSE is closed. The Funds do not price shares on days when the NYSE is closed, even if foreign markets may be open. As a result, the value of the Funds' shares may change on days when you will not be able to buy or sell your shares. When Your Account Will Be Credited. A purchase will be processed at the NAV next calculated after your order is received by the transfer agent in Kansas City, Missouri. All purchases must be made in U.S. dollars and indicate the Fund and Class. No cash or third party checks will be accepted. No credit card or credit loan checks will be accepted. The Calvert South Africa 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 by the Transfer Agent. You should note that the share price may change during this period. Any check purchase received without an investment slip may cause delayed crediting. Any purchase less than the $250 minimum for subsequent investments will be charged a fee of $5 payable to the Fund. If your check does not clear your bank, your purchase will be canceled and you will be charged a $25 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). Dividends, Capital Gains and Taxes. Each Fund pays dividends from its respective 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, neither Fund anticipates making any such distributions unless available capital loss carryovers have been used or have expired. Federal Taxes. In January, each Fund will mail the Form 1099-DIV indicating the federal tax status of dividends and any capital gain distributions paid 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 shareholders 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. Shareholders may realize a capital gain or loss when they sell or exchange shares. This capital gain or loss will be short- or long-term, depending on how long the shareholder has owned the shares which were sold. In January, each Fund will mail the Form 1099-B indicating the total amount of all sales, including exchanges. Other Tax Information. In addition to federal taxes, you may be subject to state or local taxes on your investment, depending on the laws in your area. You will be notified to the extent, if any, that dividends reflect interest received from U.S. government securities. Such dividends may be exempt from certain state income taxes. How To Sell Shares. Shareholders may redeem all or a portion of their shares on any day the Funds are open for business, provided the amount requested is not on hold. When a purchase is made by check or with Calvert Money Controller (electronic funds transfer), the purchase may be on hold for up to 10 business days from the date of receipt. During the hold period, redemption proceeds will not be sent until the Transfer Agent is reasonably satisfied that the purchase payment has been collected. Shares will be redeemed at the NAV next calculated (less any applicable CDSC) after the redemption request is received by the transfer agent in good order. 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. The Calvert South Africa 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. COMPARISON OF INVESTMENT POLICIES As noted above, the investment objectives of both the Calvert New Africa Fund and Calvert Social Africa Fund are similar in their focus on investing in African securities. However, the Calvert South Africa Fund has a narrower scope of investment, focusing mainly on investing in South African companies, whereas the Calvert New Africa Fund invests in pan-African companies. Further, the Calvert South Africa Fund's objective is to seek "maximum total return," whereas the Calvert New Africa Fund's investment objective is "to achieve capital appreciation over time" through its investments. However, even though capital appreciation relates simply to the growth of an asset, whereas total return has a component of income related to it, in the context of both funds, these terms can be used interchangeably. The Calvert South Africa Fund will actively employ social criteria in screening investments. The investment restrictions of both the Calvert New Africa Fund and the Calvert South Africa Fund are essentially identical. COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS The Calvert New Africa Fund is a series of Calvert New World Fund, Inc., a Maryland Corporation. The Calvert South Africa Fund is a series of Calvert Impact Fund, Inc., also a Maryland Corporation. The Calvert New Africa Fund currently offers three classes (Class A, B and C). However, pursuant to the Reorganization, shareholders in all three classes of the Calvert New Africa Fund will be converted into Class A Shares of the Calvert South Africa Fund. The following chart shows the differences between the classes: Class A: Front-End Sales Charge Sales charge on each purchase of 4.75% or less, depending on the amount invested. Class A shares have an annual 12b-1 fee of up to 0.35%. Class A shares have lower annual expenses due to a lower 12b-1 fee. 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. Class B: Deferred Sales Charge for 6 years No sales charge on each purchase, but if these shares are sold shares within 6 years, there will be a deferred sales charge of 5% or less on shares you sell. Class B shares have an annual 12b-1 fee of 1%. Class B shares will automatically convert to Class A shares after 8 years, reducing future annual expenses. Class C: Deferred Sales Charge for 1 year No sales charge on each purchase, but if these shares are sold within 1 year, there will be a deferred sales charge of 1% at that time. Class C shares have an annual 12b-1 fee of 1.00%. Class C shares have higher annual expenses than Class A and there is no automatic conversion to Class A. After a comparison of both Funds' organizational documents (i.e., the Articles of Incorporation and By-laws), it is not anticipated that there are any significant differences between the rights of shareholders of the Calvert New Africa Fund and the Calvert South Africa Fund. GENERAL INFORMATION ABOUT THE FUNDS Information about the Calvert New Africa Fund is included in a prospectus, which all shareholders have received. Further information is included in the Fund's Statement of Additional Information. Both the Prospectus and Statement of Additional Information are hereby incorporated by reference and are dated July 31, 2000. You may obtain additional copies by calling or writing the Fund at the address and phone number appearing below. Quarterly, semi-annual and annual reports of the Calvert New Africa Fund are also available by writing the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, or by calling (800) 368-2745. Both Funds are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as amended, and in accordance therewith, file proxy material, reports and other information with the Securities and Exchange Commission. These reports and other information filed by both Funds can be inspected and copied at the public reference facilities maintained by the Securities and Exchange Commission in Washington, D.C. at 450 Fifth Street, N.W. Copies of such materials can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, Washington, D.C. 20549 at prescribed rates. In addition, the Securities and Exchange Commission maintains a Web site (http://www.sec.gov) that contains reports, other information and proxy statements filed by Calvert on behalf of both Funds. OTHER BUSINESS The Board of Directors of the Calvert New World Fund, Inc. does not intend to present any other business at the meeting. If, however, any other matters are properly brought before the meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment. VOTING INFORMATION Proxies from the shareholders of the Calvert New Africa Fund are being solicited by the Board of Directors for the Special Meeting of Shareholders to be held in the Tenth Floor Conference Room of Calvert Group Ltd., Air Rights North Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland at 9:00 a.m. on Thursday, March 29, 2001 or at such later time or date made necessary by adjournment. Proxies are solicited by mail. Additional solicitations may be made by telephone, computer communications, facsimile or other such means, or by personal contact by officers or employees of Calvert and its affiliates or by proxy soliciting firms retained for this purpose. The Calvert New Africa Fund will bear solicitation costs, which are expected to be approximately $4,000. A proxy may be revoked at any time before the meeting or during the meeting by oral or written notice to William M. Tartikoff, Esq., 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Unless revoked, all valid proxies will be voted in accordance with the specification thereon or, in the absence of specification, for approval of the Plan. The Plan must be approved by a majority of the outstanding shares, which is defined as the lesser of: (1) the vote of 67% or more of the shares of the Fund at the Special Meeting if the holders of more than 50% of the outstanding shares of the Fund are present in person or by proxy, or (2) the vote of more than 50% of the outstanding shares of the Fund. Abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present but will not be voted for or against any adjournment or proposal. A broker non-vote is when a broker holds the shares and the actual owner does not vote and the broker holding the shares does not have the authority to vote the shares. Accordingly, abstentions and broker non-votes effectively will be a vote against adjournment or against any proposal where the required vote is a percentage of the shares present. Shareholders of the Calvert New Africa Fund of record at the close of business on February 7, 2001 ("record date") are entitled to notice of and to vote at the Special Meeting or any adjournment thereof. Shareholders are entitled to one vote for each share held. As of February 7, 2001, as shown on the books of the Calvert New Africa Fund, there were issued and outstanding 744,836.401 of Class A Shares, 29,972,828 of Class B Shares and 4,893.522 of Class C Shares. The votes of the shareholders of the Calvert South Africa Fund are not being solicited since neither their approval nor their consent is necessary for this transaction. As of December 31, 2000, the officers and directors of the Calvert New Africa Fund as a group beneficially owned less than 1% of the outstanding shares of the Fund. As of December 31, 2000, the following shareholders owned of record 5% or more of the shares of the Calvert New Africa Fund: Name and Address % of Ownership The Public School Retirement System 56.67% of Class A of the City of St. Louis St. Louis, MO Beverly J. Entwisle 19.98% of Class B 98 Baptist Rd. Canterbury, NH 03224 Name and Address % of Ownership Sylvis V. Obradovic 5.61% of Class B PO Box 2500 Maryland Hts, MO 63043 David R. Klein 11.97% of Class B 1662 Taroka Dr. Fairbanks, AK 99709 Virginia E. Touhey 11.82% of Class B 3 Azalea Ct. Clifton Park, NY 12065 Robin Klay 11.11% of Class C 296 W. 18th Street Holland, MI 49423 Richard B. Lindley 36.56% of Class C 303 Daisy Ln. Dripping Spgs, TX 78620 Kimberly D. Lomis MD 6.26% of Class C 4230 Harding Rd Ste 302 Nashville, TN 37205 Beverly Cuddy 7.47% of Class C 1731 18th St. Niceville, FL 32578 UNCG Wesley Foundation 18.06% of Class C PO Box 26170 Greensboro, NC 27402 ADJOURNMENT In the event that sufficient votes in favor of the proposals set forth in the Notice of Meeting and Proxy Statement are not received by the time scheduled for the meeting, the persons named as proxies may move one or more adjournments of the meeting to permit further solicitation of proxies with respect to any such proposals. Any such adjournment will require the affirmative vote of a majority of the shares present at the meeting. The persons named as proxies will vote in favor of such adjournment those shares that they are entitled to vote which have voted in favor of such proposals. They will vote against any such adjournment those proxies that have voted against any such proposals. By Order of the Board of Directors William M. Tartikoff, Esq. Secretary The Board of Directors of Calvert New World Fund, Inc., including the Independent Directors, recommend a Vote FOR Approval of the Plan. EXHIBIT A AGREEMENT AND PLAN OF REORGANIZATION This AGREEMENT AND PLAN OF REORGANIZATION, dated as of December 7, 2000, is between the Calvert New Africa Fund, a series of Calvert New World Fund, Inc. and the Calvert South Africa Fund, a series of Calvert Impact Fund, Inc. In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. SHAREHOLDER APPROVAL Approval by Shareholders. A meeting of the shareholders of the Calvert New Africa Fund shall be called and held for the purpose of acting on and authorizing the transactions contemplated in this Agreement and Plan of Reorganization (the "Agreement" or "Plan"). The Calvert South Africa Fund shall furnish to the Calvert New Africa Fund such data and information as shall be reasonably requested by the Calvert New Africa Fund for inclusion in the information to be furnished to its shareholders in connection with the meeting. 2. REORGANIZATION (a) Plan of Reorganization. The Calvert New Africa Fund will convey, transfer, and deliver to the Calvert South Africa Fund all of the then-existing assets of the Calvert New Africa Fund at the closing provided for in Section 2(b) of this Agreement (the "Closing"). In consideration thereof, the Calvert South Africa Fund agrees at the Closing: (i) to deliver to the Calvert New Africa Fund in exchange for the assets the number of full and fractional shares of common stock of the Calvert South Africa Fund ("Calvert South Africa Fund Shares") to be determined as follows: In accordance with Section 3 of this Agreement, the number of shares shall be determined by dividing the per share net asset value of the Calvert New Africa Fund Shares (rounded to the nearest million) by the net asset value per share of the Calvert South Africa Fund (rounded to the nearest million) and multiplying the quotient by the number of outstanding shares of the Calvert New Africa Fund as of the close of business on the closing date. It is expressly agreed that there will be no sales charge to the Calvert New Africa Fund, or to any of the shareholders of the Calvert New Africa Fund upon distribution of Calvert South Africa Fund Shares to them; and (ii) not to assume any of the Calvert New Africa Fund's obligations and liabilities, whether absolute, accrued, contingent, or otherwise. (b) Closing and Effective Time of the Reorganization. The Closing shall occur at the Effective Time of the Reorganization, which shall be either: (i) the later of receipt of all necessary regulatory approvals and the final adjournment of the meeting of shareholders of the Calvert New Africa Fund at which the Plan will be considered, or (ii) such later date as the parties may mutually agree. 3. VALUATION OF NET ASSETS (a) The value of the Calvert New Africa Fund's net assets to be transferred to the Calvert South Africa Fund under this Agreement shall be computed as of the close of business on the business day immediately preceding the Closing Date (hereinafter the "Valuation Date") using the valuation procedures as set forth in the Calvert South Africa Fund's prospectus. (b) The net asset value per share of Calvert South Africa Fund Shares for purposes of Section 2 of this Agreement shall be determined as of the close of business on the Valuation Date by the Calvert South Africa Fund's Controller using the same valuation procedures as set forth in the Calvert South Africa Fund's prospectus. (c) A copy of the computation showing in reasonable detail the valuation of the Calvert New Africa Fund's net assets to be transferred to the Calvert South Africa Fund pursuant to Section 2 of this Agreement, certified by the Controller of the Calvert New Africa Fund, shall be furnished by the Calvert New Africa Fund to the Calvert South Africa Fund at the Closing. A copy of the computation showing in reasonable detail the determination of the net asset value per share of Calvert South Africa Fund Shares pursuant to Section 2 of this Agreement, certified by the Controller of the Calvert South Africa Fund, shall be furnished by the Calvert South Africa Fund to the Calvert New Africa Fund at the Closing. 4. LIQUIDATION AND DISSOLUTION (a) As soon as practicable after the Closing Date, the Calvert New Africa Fund will distribute pro rata to the Calvert New Africa Fund shareholders of record as of the close of business on the Closing Date the shares of the Calvert South Africa Fund received by the Calvert New Africa Fund pursuant to this Section. Such liquidation and distribution will be accompanied by the establishment of shareholder accounts on the share records of the Calvert South Africa Fund in the names of each such shareholder of the Calvert New Africa Fund, representing the respective pro rata number of full shares and fractional interests in shares of the Calvert South Africa Fund due to each. No such shareholder accounts shall be established by the Calvert South Africa Fund or its transfer agent for the Calvert South Africa Fund except pursuant to written instructions from the Calvert New Africa Fund, and the Calvert New Africa Fund agrees to provide on the Closing Date instructions to transfer to a shareholder account for each former Calvert New Africa Fund shareholder a pro rata share of the number of shares of the Calvert South Africa Fund received pursuant to Section 2(a) of this Agreement. (b) Promptly after the distribution described in Section 4(a) above, appropriate notification will be mailed by the Calvert South Africa Fund or its transfer agent to each shareholder of the Calvert New Africa Fund receiving such distribution of shares of the Calvert South Africa Fund informing such shareholder of the number of such shares distributed to such shareholder and confirming the registration thereof in such shareholder's name. (c) Share certificates representing holdings of shares of the Calvert South Africa Fund shall not be issued unless requested by the shareholder and, if such a request is made, share certificates of the Calvert South Africa Fund will be issued only for full shares of the Calvert South Africa Fund and any fractional interests in shares shall be credited in the shareholder's account with the Calvert South Africa Fund. (d) As promptly as is practicable after the liquidation of the Calvert New Africa Fund, and in no event later than 12 months from the date of this Agreement, the Calvert New Africa Fund shall be terminated pursuant to the provisions of the Plan and its By-laws and Articles of Incorporation. (e) Immediately after the Closing Date, the share transfer books of the Calvert New Africa Fund shall be closed and no transfer of shares shall thereafter be made on those books. 5. ARTICLES AND BY-LAWS (a) Articles of Incorporation. The Articles of Incorporation of Calvert Impact Fund, Inc., which govern its series, Calvert South Africa Fund, as in effect immediately prior to the Effective Time of the Reorganization shall continue to be the Articles of Incorporation until amended as provided by law. (b) By-laws. The By-laws of Calvert Impact Fund, Inc., which govern its series, Calvert South Africa Fund, in effect at the Effective Time of the Reorganization shall continue to be the By-laws until the same shall thereafter be altered, amended, or repealed in accordance with said By-laws. 6. REPRESENTATIONS AND WARRANTIES OF CALVERT SOUTH AFRICA FUND (a) Organization, Existence, Etc. Calvert South Africa Fund is a duly organized series of Calvert Impact Fund, Inc., validly existing and in good standing under the laws of the State of Maryland, and has the power to carry on its business as it is now being conducted. Currently, the Calvert South Africa Fund is not qualified to do business as a foreign corporation under the laws of any jurisdiction. The Calvert South Africa Fund has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted. (b) Registration as Investment Company. Calvert Impact Fund, Inc., of which the Calvert South Africa Fund is a series, is registered under the Investment Company Act of 1940 (the "Act") as an open-end diversified management investment company. Its registration has not been revoked or rescinded and is in full force and effect. (c) Capitalization. The Calvert South Africa Fund has an unlimited number of shares of beneficial interest, no par value, of which as of December 31, 2000, 250,000,000 shares were outstanding, and no shares were held in the treasury of the Calvert South Africa Fund. All of the outstanding shares of the Calvert South Africa Fund have been duly authorized and are validly issued, fully paid, and non-assessable. Since the Calvert South Africa Fund is a series of an open-end investment company engaged in the continuous offering and redemption of its shares, the number of outstanding shares may change prior to the Effective Time of the Reorganization. (d) Shares to be Issued Upon Reorganization. Calvert South Africa Fund Shares to be issued in connection with the Reorganization have been duly authorized and upon consummation of the Reorganization will be validly issued, fully paid and non-assessable. (e) Authority Relative to this Agreement. Calvert Impact Fund, Inc. has the power to enter into the Plan on behalf of its series, the Calvert South Africa Fund, and to carry out its obligations under this Agreement. The execution and delivery of the Plan and the consummation of the transactions contemplated have been duly authorized by the Board of Directors of Calvert Impact Fund, Inc. and no other proceedings by Calvert Impact Fund, Inc. are necessary to authorize its officers to effectuate the Plan and the transactions contemplated. The Calvert South Africa Fund is not a party to or obligated under any charter, by-law, indenture, or contract provision or any other commitment or obligation, or subject to any order or decree which would be violated by its executing and carrying out the Plan. (f) Liabilities. There are no liabilities of Calvert Impact Fund, Inc. on behalf of its series, Calvert South Africa Fund, whether or not determined or determinable, other than liabilities disclosed or provided for in the Calvert South Africa Fund Financial Statements and liabilities incurred in the ordinary course of business subsequent to December 31, 2000, or otherwise previously disclosed to the Calvert New Africa Fund, none of which has been materially adverse to the business, assets or results of operations of the Calvert South Africa Fund. (g) Litigation. To the knowledge of the Calvert South Africa Fund there are no claims, actions, suits, or proceedings, pending or threatened, which would adversely affect the Calvert South Africa Fund or its assets or business, or which would prevent or hinder consummation of the transactions contemplated by this Agreement. (h) Contracts. Except for contracts and agreements previously disclosed to the Calvert New Africa Fund under which no default exists, the Calvert South Africa Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license, or permit of any kind or nature whatsoever. (i) Registration Statement. The Calvert South Africa Fund shall have filed with the Securities and Exchange Commission (the "Commission") a Registration Statement under the Securities Act of 1933 ("Securities Act") relating to the shares of capital stock of the Calvert South Africa Fund issuable under this Agreement. At the time the Registration Statement becomes effective, the Registration Statement: (i) will comply in all material respects with the provisions of the Securities Act and the rules and regulations of the Commission thereunder (the "Regulations"), and (ii) will not contain an untrue statement of material fact or omit to state a material act required to be stated therein or necessary to make the statements therein not misleading. Further, at the time the Registration Statement becomes effective, at the time of the shareholders' meeting referred to in Section 1, and at the Effective Time of the Reorganization, the Prospectus and Statement of Additional Information included therein, as amended or supplemented by any amendments or supplements filed by the Calvert South Africa Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from the Registration Statement or Prospectus and Statement of Additional Information made in reliance upon and in conformity with information furnished by the Calvert New Africa Fund for use in the Registration Statement or Prospectus and Statement of Additional Information as provided in Section 7(k). 7. REPRESENTATIONS AND WARRANTIES OF CALVERT NEW AFRICA FUND (a) Organization, Existence, etc. The Calvert New Africa Fund is a duly organized series of the Calvert New World Fund, Inc., validly existing and in good standing under the laws of the State of Maryland, and has power to carry on its business as it is now being conducted. Currently, the Calvert New Africa Fund is not qualified to do business as a foreign corporation under the laws of any jurisdiction. The Calvert New Africa Fund has all necessary federal, state and local authorization to own all of its properties and assets and to carry on its business as now being conducted. (b) Registration as Investment Company. The Calvert New World Fund, Inc., of which the Calvert New Africa Fund is a series, is registered under the Act as an open-end diversified management investment company. Its registration has not been revoked or rescinded and is in full force and effect. (c) Capitalization. The Calvert New Africa Fund has an unlimited number of shares of beneficial interest, no par value, of which as of March 31, 2000, 250,000,000 shares were outstanding, and no shares were held in the treasury of the Calvert New Africa Fund. All of the outstanding shares of the Calvert New Africa Fund have been duly authorized and are validly issued, fully paid, and non-assessable. Since the Calvert New Africa Fund is a series of an open-end investment company engaged in the continuous offering and redemption of its shares, the number of outstanding shares of the Calvert New Africa Fund may change prior to the Effective Date of the Reorganization. (d) Financial Statements. The financial statements of the Calvert New Africa Fund for the year ended March 31, 2000, ("the Calvert New Africa Fund Financial Statements"), previously delivered to the Calvert South Africa Fund, fairly present the financial position of the Calvert New Africa Fund as of March 31, 2000, and the results of its operations and changes in its net assets for the year then ended. (e) Authority Relative to the Plan. Calvert New World Fund, Inc. has the power to enter into the Plan on behalf of the Calvert New Africa Fund and to carry out its obligations under this Agreement. The execution and delivery of the Plan and the consummation of the transactions contemplated have been duly authorized by the Directors of the Calvert New World Fund, Inc. and, except for approval by the holders of its capital stock, no other proceedings by the Calvert New World Fund, Inc. are necessary to authorize its officers to effectuate the Plan and the transactions contemplated. The Calvert New Africa Fund is not a party to or obligated under any charter, by-law, indenture, or contract provision or any other commitment or obligation, or subject to any order or decree, which would be violated by its executing and carrying out the Plan. (f) Liabilities. There are no liabilities of the Calvert New Africa Fund whether or not determined or determinable, other than liabilities disclosed or provided for in the Calvert New Africa Fund Financial Statements and liabilities incurred in the ordinary course of business subsequent to March 31, 2000, or otherwise previously disclosed to the Calvert South Africa Fund, none of which has been materially adverse to the business, assets, or results of operations of the Calvert New Africa Fund. (g) Litigation. To the knowledge of the Calvert New Africa Fund there are no claims, actions, suits, or proceedings, pending or threatened, which would adversely affect the Calvert New Africa Fund or its assets or business, or which would prevent or hinder consummation of the transactions contemplated by this Agreement. (h) Contracts. Except for contracts and agreements previously disclosed to the Calvert South Africa Fund under which no default exists, the Calvert New World Fund, Inc. on behalf of the Calvert New Africa Fund is not a party to or subject to any material contract, debt instrument, plan, lease, franchise, license, or permit of any kind or nature whatsoever. (i) Taxes. The federal income tax returns of the Calvert New Africa Fund have been filed for all taxable years up to and including the taxable year ended March 31, 2000, and all taxes payable pursuant to such returns have been paid. The Calvert New Africa Fund has qualified as a regulated investment company under the Internal Revenue Code with respect to each past taxable year of the Calvert New Africa Fund since commencement of its operations. (j) Portfolio Securities. All securities to be listed in the schedule of investments of the Calvert New Africa Fund as of the Effective Time of the Reorganization will be owned by the Calvert New World Fund, Inc. on behalf of the Calvert New Africa Fund free and clear of any liens, claims, charges, options, and encumbrances, except as indicated in the schedule. Except as so indicated, none of the securities is, or after the Reorganization as contemplated by this Agreement will be, subject to any legal or contractual restrictions on disposition (including restrictions as to the public offering or sale of the securities under the Securities Act), and all the securities are or will be readily marketable. (k) Registration Statement. The Calvert New Africa Fund will cooperate with the Calvert South Africa Fund in connection with the Registration Statement referred to in Section 6(i) of this Agreement, and will furnish to the Calvert South Africa Fund the information relating to the Calvert New Africa Fund required by the Securities Act and its Regulations to be set forth in the Registration Statement (including the Prospectus and Statement of Additional Information). At the time the Registration Statement becomes effective, the Registration Statement, insofar as it relates to the Calvert New Africa Fund: (i) will comply in all material respects with the provisions of the Securities Act and its regulations, and (ii) will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Further, at the time the Registration Statement becomes effective, at the time of the shareholders' meeting referred to in Section 1 and at the Effective Time of the Reorganization, the Prospectus and Statement of Additional Information, as amended or supplemented by any amendments or supplements filed by the Calvert South Africa Fund, insofar as it relates to the Calvert New Africa Fund, will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall apply only to statements in or omissions from the Registration Statement or Prospectus and Statement of Additional Information made in reliance upon and in conformity with information furnished by the Calvert New Africa Fund for use in the Registration Statement or Prospectus and Statement of Additional Information as provided in this Section 7(k). 8. CONDITIONS TO OBLIGATIONS OF CALVERT SOUTH AFRICA FUND The obligations of the Calvert South Africa Fund under this Agreement with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions: (a) Representations, Warranties, and Agreements. As of the Effective Time of the Reorganization, the Calvert New Africa Fund shall have complied with each of its obligations under this Agreement, each of the representations and warranties contained in this Agreement shall be true in all material respects, and there shall have been no material adverse change in the financial condition, results of operations, business, properties or assets of the Calvert New Africa Fund since March 31, 2000. The Calvert South Africa Fund shall have received a certificate from the Calvert New Africa Fund satisfactory in form and substance to the Calvert South Africa Fund indicating that it has met the terms stated in this Section. (b) Regulatory Approval. All necessary orders of exemption under the Act with respect to the transactions contemplated by this Agreement shall have been granted by the Commission, and all approvals, registrations, and exemptions under state securities laws considered to be necessary shall have been obtained. (c) Tax Opinion. The Calvert South Africa Fund shall have received the opinion of counsel, dated the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to the Calvert South Africa Fund, as to certain of the federal income tax consequences of the Reorganization under the Internal Revenue Code to the Calvert New Africa Fund and the shareholders of the Calvert New Africa Fund. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the proxy statement which will be distributed to the shareholders of the Calvert New Africa Fund in connection with the Reorganization, and on such other written representations as the Calvert New Africa Fund and the Calvert South Africa Fund, respectively, will have verified as of the Effective Time of the Reorganization. The opinion of counsel will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes: (i) neither the Calvert New Africa Fund nor the Calvert South Africa Fund will recognize any gain or loss upon the transfer of the assets of the Calvert New Africa Fund to, and the assumption of its liabilities by, the Calvert South Africa Fund in exchange for Calvert South Africa Fund Shares and upon the distribution (whether actual or constructive) of Calvert South Africa Fund Shares to its shareholders in exchange for their shares of beneficial interest of the Calvert New Africa Fund; (ii) the shareholders of the Calvert New Africa Fund who receive Calvert South Africa Fund Shares pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of capital stock of the Calvert New Africa Fund for Calvert South Africa Fund Shares (including any fractional share interests they are deemed to have received) pursuant to the Reorganization; (iii) the basis of Calvert South Africa Fund Shares received by the Calvert New Africa Fund's shareholders will be the same as the basis of the shares of capital stock of the Calvert New Africa Fund surrendered in the exchange; and (iv) the basis of the Calvert New Africa Fund's assets acquired by the Calvert South Africa Fund will be the same as the basis of such assets to the Calvert New Africa Fund immediately prior to the Reorganization. (d) Opinion of Counsel. The Calvert South Africa Fund shall have received the opinion of counsel for the Calvert New Africa Fund, dated the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to the Calvert South Africa Fund, to the effect that: (i) the Calvert New World Fund, Inc. is an open-end management company registered under the Securities Act of 1933 and the Investment Company Act of 1940, and is duly organized and validly existing in good standing under the laws of the State of Maryland; (ii) the Calvert New Africa Fund is a series of the Calvert New World Fund, Inc.; and (iii) The Agreement and Plan of Reorganization and the execution and filing of the Plan have been duly authorized and approved by all requisite action by the Board of Directors of the Calvert New World Fund, Inc., and the Plan has been duly executed and delivered by the Calvert New World Fund, Inc. and is a valid and binding obligation of the Calvert New World Fund, Inc. and its series, Calvert New Africa Fund. 9. CONDITIONS TO OBLIGATIONS OF CALVERT NEW AFRICA FUND The obligations of the Calvert New Africa Fund under this Agreement with respect to the consummation of the Reorganization are subject to the satisfaction of the following conditions: (a) Shareholder Approval. The Plan shall have been approved by the affirmative vote of two thirds of all the votes entitled to be cast on the matter; and if necessary, the requisite vote of the shareholders of the other portfolios of the Calvert New World Fund, Inc. (b) Representations, Warranties and, Agreements. As of the Effective Time of the Reorganization, the Calvert South Africa Fund shall have complied with each of its responsibilities under this Agreement, each of the representations and warranties contained in this Agreement shall be true in all material respects, and there shall have been no material adverse change in the financial condition, results of operations, business, properties, or assets of the Calvert South Africa Fund since December 31, 2000. As of the Effective Time of the Reorganization, the Calvert New Africa Fund shall have received a certificate from the Calvert South Africa Fund satisfactory in form and substance to the Calvert New Africa Fund indicating that it has met the terms stated in this Section. (c) Regulatory Approval. The Registration Statement referred to in Section 6(i) shall have been declared effective by the Commission and no stop orders under the Securities Act pertaining thereto shall have been issued; all necessary orders of exemption under the Act with respect to the transactions contemplated by this Agreement shall have been granted by the Commission; and all approvals, registrations, and exemptions under federal and state laws considered to be necessary shall have been obtained. (d) Tax Opinion. The Calvert New Africa Fund shall have received the opinion of counsel, dated the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to the Calvert New Africa Fund, as to certain of the federal income tax consequences of the Reorganization under the Internal Revenue Code to the Calvert South Africa Fund and its shareholders. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Plan, the proxy statement which will be distributed to the shareholders of the Calvert New Africa Fund in connection with the Reorganization, and on such other written representations as the Calvert New Africa Fund and the Calvert South Africa Fund, respectively, will have verified as of the Effective Time of the Reorganization. The opinion of counsel will be to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes: (i) neither the Calvert New Africa Fund nor the Calvert South Africa Fund will recognize any gain or loss upon the transfer of the assets of the Calvert New Africa Fund to and the assumption of its liabilities by the Calvert South Africa Fund in exchange for Calvert South Africa Fund Shares and upon the distribution (whether actual or constructive) of Calvert South Africa Fund Shares to its shareholders in exchange for their shares of capital stock of the Calvert New Africa Fund; (ii) the shareholders of the Calvert New Africa Fund who receive Calvert South Africa Fund Shares pursuant to the Reorganization will not recognize any gain or loss upon the exchange (whether actual or constructive) of their shares of capital stock of the Calvert New Africa Fund for Calvert South Africa Fund Shares (including any fractional share interests they are deemed to have received) pursuant to the Reorganization; (iii) the basis of Calvert South Africa Fund Shares received by the Calvert New Africa Fund's shareholders will be the same as the basis of the shares of capital stock of the Calvert New Africa Fund surrendered in the exchange; and (iv) the basis of the Calvert New Africa Fund assets acquired by the Calvert South Africa Fund will be the same as the basis of such assets to the Calvert New Africa Fund immediately prior to the Reorganization. (e) Opinion of Counsel. The Calvert New Africa Fund shall have received the opinion of counsel for the Calvert South Africa Fund, dated the Effective Time of the Reorganization, addressed to and in form and substance satisfactory to the Calvert New Africa Fund, to the effect that: (i) Calvert Impact Fund, Inc. is an open-end management company registered under the Securities Act of 1933 and the Investment Company Act of 1940, and is duly organized and validly existing in good standing under the laws of the State of Maryland; (ii) Calvert South Africa Fund is a series of Calvert Impact Fund, Inc.; (iii) The Agreement and Plan of Reorganization and the execution and filing of the Plan have been duly authorized and approved by all requisite action by the Board of Directors of Calvert Impact Fund, Inc., and the Plan has been duly executed and delivered by the Calvert South Africa Fund and is a valid and binding obligation of Calvert Impact Fund, Inc. and its series, Calvert South Africa Fund; (iv) Calvert South Africa Fund shares to be issued pursuant to the Reorganization have been duly authorized and upon issuance thereof in accordance with the Plan will be validly issued, fully paid and non-assessable shares of beneficial interest of the Calvert South Africa Fund. 10. AMENDMENTS, TERMINATIONS, NON-SURVIVAL OF COVENANTS, WARRANTIES AND REPRESENTATIONS (a) The parties hereto may, by agreement in writing authorized by the Board of Directors of either party, amend the Plan at any time before or after approval of the Plan by shareholders of the Calvert New Africa Fund, but after such approval, no amendment shall be made that substantially changes the terms of this Agreement. (b) At any time prior to the Effective Time of the Reorganization, any of the parties may by written instrument signed by it: (i) waive any inaccuracies in the representations and warranties made pursuant to this Agreement, and (ii) waive compliance with any of the covenants or conditions made for its benefit pursuant to this Agreement. (c) The Calvert New Africa Fund may terminate the Plan at any time prior to the Effective Time of the Reorganization by notice to the Calvert South Africa Fund if: (i) a material condition to its performance under this Agreement or a material covenant of the Calvert South Africa Fund contained in this Agreement is not fulfilled on or before the date specified for the fulfillment thereof, or (ii) a material default or material breach of the Plan is made by the Calvert South Africa Fund. (d) The Calvert South Africa Fund may terminate the Plan at any time prior to the Effective Time of the Reorganization by notice to the Calvert New Africa Fund if: (i) a material condition to its performance under this Agreement or a material covenant of the Calvert New Africa Fund contained in this Agreement is not fulfilled on or before the date specified for the fulfillment thereof, or (ii) a material default or material breach of the Plan is made by the Calvert New Africa Fund. (e) The Plan may be terminated by either party at any time prior to the Effective Time of the Reorganization upon notice to the other party, whether before or after approval by the shareholders of the Calvert New Africa Fund, without liability on the part of either party hereto or its respective directors, officers, or shareholders, and shall be terminated without liability as of the close of business on March 31, 2001, if the Effective Time of the Reorganization is not on or prior to such date. (f) No representations, warranties, or covenants in or pursuant to the Plan shall survive the Reorganization. 11. EXPENSES Each Fund will bear its own expenses incurred in connection with this Reorganization. 12. GENERAL This Plan supersedes all prior agreements between the parties (written or oral), is intended as a complete and exclusive statement of the terms of the Plan between the parties and may not be changed or terminated orally. The Plan may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been executed by each party and delivered to each of the parties hereto. The headings contained in the Plan are for reference purposes only and shall not affect in any way the meaning or interpretation of the Plan. Nothing in the Plan, expressed or implied, is intended to confer upon any other person any rights or remedies by reason of the Plan. IN WITNESS WHEREOF, the Calvert New Africa Fund and the Calvert South Africa Fund have caused the Plan to be executed on their behalf by their respective Chairman, President, or a Vice President, and their seals to be affixed hereto and attested by their respective Secretary or Assistant Secretary, all as of the day and year first above written, and to be delivered as required. (SEAL) CALVERT NEW AFRICA FUND Attest: By: /s/ Ivy Wafford Duke By: /s/ Barbara J. Krumsiek Name: Barbara J. Krumsiek Title: President (SEAL) CALVERT SOUTH AFRICA FUND By: /s/ Ivy Wafford Duke By: /s/ William M. Tartikoff Name: William M. Tartikoff Title: Vice President Thank You For Voting Each of Your Accounts Promptly! Calvert Impact Fund, Inc. STATEMENT OF ADDITIONAL INFORMATION February __, 2001 Acquisition of the Assets of the Calvert New Africa Fund (a series of the Calvert New World Fund, Inc.) 4550 Montgomery Avenue, Suite 1000N Bethesda, Maryland 20814 By and In Exchange for Shares of Calvert South Africa Fund (a series of the Calvert Impact Fund, Inc.) 4550 Montgomery Avenue, Suite 1000N Bethesda, Maryland 20814 This Statement of Additional Information, relating specifically to the proposed transfer of all or substantially all of the assets of the Calvert New Africa Fund in exchange for shares of the Calvert South Africa Fund, consists of this cover page, the Pro Forma Financial Information, and the Statement of Additional Information of the Calvert South Africa Fund, dated February __, 2001, attached hereto and incorporated by reference. This Statement of Additional Information is not a prospectus. A Prospectus/Proxy Statement dated February __, 2001, relating to the above-referenced matter may be obtained from Calvert Group, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. This Statement of Additional Information relates to, and should be read in conjunction with, such Prospectus/Proxy Statement. The Prospectus and Statement of Additional Information of the Calvert New Africa Fund are hereby incorporated by reference and are dated July 31, 2000. You may obtain copies by calling or writing the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814 or by calling the Fund at (800) 661-3550. The date of this Statement of Additional Information is February __, 2001. Calvert Impact Fund, Inc. Calvert South Africa Fund 4550 Montgomery Avenue, Bethesda, Maryland 20814 Statement of Additional Information February __, 2001 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 SAI in conjunction with the Fund's Prospectus, dated March 2001. The audited financial statements of the Calvert South Africa Fund's predecessor fund, The RISA Fund, included in its most recent Report to Shareholders, are expressly incorporated by reference, and made a part of this SAI. The prospectus and The RISA Fund's shareholder report may be obtained free of charge by writing the Fund at the above address, calling the Fund or by visiting our website at www.calvert.com. TABLE OF CONTENTS Investment Policies and Risks 2 Investment Restrictions 8 Dividends, Distributions and Taxes 9 Net Asset Value 10 Calculation of Total Return 11 Advertising 11 Purchase and Redemption of Shares 12 Directors and Officers 12 Investment Advisor and Subadvisors 14 Administrative Services Agent 15 Transfer and Shareholder Servicing Agents 15 Method of Distribution 15 Portfolio Transactions 16 Personal Securities Transactions 17 Independent Accountants and Custodians 17 General Information 17 Appendix 18 INVESTMENT POLICIES AND RISKS ----------------------------- 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 U.S. dollar-denominated and traded in the U.S. 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 U.S. 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. 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 U.S. dollar, the value of the security in U.S. dollars will increase or decline correspondingly. Emerging Markets Securities. 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. Investments in these countries may be riskier, and will be subject to erratic and abrupt price movements. Some economies are less well developed and less diverse, and more vulnerable to the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Many of these countries are grappling with severe inflation or recession, high levels of national debt, and currency exchange problems. Investments in countries that have recently begun moving away from central planning and state-owned industries toward free markets should be regarded as speculative. 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 climatic conditions, lack of significant history in operating under a market-oriented economy, or by political instability, including risk of expropriation. Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority that controls the repayment of an emerging market country's debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. As a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, a Fund may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government fixed income securities to obtain recourse may be subject to the political climate in the relevant country. 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 Subadvisors 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 the Fund may invest in cash or cash equivalents. Cash equivalents include instruments such as, but not limited to, U.S. government and agency obligations, certificates of deposit, banker's acceptances, time deposits commercial paper, short-term corporate debt securities, and repurchase agreements. 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. 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, U.S. Government securities or other liquid, high-quality debt securities equal in value to the repurchase price. The Fund will mark-to-market the value of assets held in the segregated account, and will place additional assets in the account whenever the total value of the account falls below the amount required under applicable regulations. The Fund's use of reverse repurchase agreements involves the risk that the other party to the agreements could become subject to bankruptcy or liquidation proceedings during the period the agreements are outstanding. In such event, the Fund may not be able to repurchase the securities it has sold to that other party. Under those circumstances, if at the expiration of the agreement such securities are of greater value than the proceeds obtained by the Fund under the agreements, the Fund may have been better off had it not entered into the agreement. However, the Fund will enter into reverse repurchase agreements only with banks and dealers which the Advisor believes present minimal credit risks under guidelines adopted by the Fund's Board of 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 25% 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 U.S. Government and U.S. 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. The Fund considers a security to be investment grade if it has received an investment grade rating from at least one nationally recognized statistical rating organization (NRSRO), or is an unrated security of comparable quality. Currently, there are four NRSROs.) 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 and leveraged notes, entering into swap agreements, and purchasing indexed securities. 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 Subadvisors 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. 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 Subadvisors 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 Subadvisors, 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 U.S. Government obligations. A futures contract is an agreement between two parties to buy and sell a security on a future date which has the effect of establishing the current price for the security. Although futures contracts by their terms require actual delivery and acceptance of securities, in most cases the contracts are closed out before the settlement date without the making or taking of delivery of securities. Upon buying or selling a futures contract, the 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. 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 Subadvisors 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 U.S. Treasury bills. The amount of the collateral must on a current basis equal or exceed the market value of the loaned securities, and the 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 Subadvisors 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 U.S. 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 transactions 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 premiums paid for related options would not exceed 5% of its total assets, excluding any bona fide hedging purposes. (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 deposit or 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. Any investment restriction which involves a maximum percentage of securities or assets (except for fundamental investment restriction three and nonfundamental investment restriction one) 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 a regulated investment company 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, and pay taxes on its income and gains rather than passing through its income and gains to shareholders, so that shareholders also would pay taxes on these same income and gains. 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. 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% of each reportable 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 Fund's identifying CUSIP number. Certain shareholders are, however, exempt from the backup withholding and broker reporting requirements. Exempt shareholders include: corporations; financial institutions; tax-exempt organizations; individual retirement plans; the U.S., a State, the District of Columbia, a U.S. possession, a foreign government, an international organization, or any political subdivision, agency or instrumentality of any of the foregoing; U.S. registered commodities or securities dealers; real estate investment trusts; registered investment companies; bank common trust funds; certain charitable trusts; foreign central banks of issue. Non-resident aliens, certain foreign partnerships and foreign corporations are generally not subject to either requirement but may instead be subject to withholding under sections 1441 or 1442 of the 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 U.S. Government obligations. State law varies considerably concerning the tax status of dividends derived from U.S. Government obligations. Accordingly, shareholders should consult their tax advisors about the tax status of dividends and distributions from the Fund in their respective jurisdictions. Dividends paid by the Fund may be eligible for the dividends received deduction available to corporate taxpayers. Corporate taxpayers requesting this information may contact Calvert. 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). 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; and (b) 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 ask price is lower, in which event such bid or ask 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. 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. The standardized total return for Class A shares is "linked" to the total return of the Fund's predecessor, The RISA Fund. In the table below, performance results for Class A are for the predecessor. Please note that current expenses for the Class A Shares of the Fund are capped at 2.25%, the same as they were for The RISA Fund. Annual total returns for The RISA did not include the assessment of any sale loads, and therefore actual performance would have differed. Total returns for the Fund's shares for the periods indicated are as follows: Periods Ended Class A September 30, 2000 Total Return Calvert South Africa Fund One year 4.19% Five years N/A From date of inception* 4.69% *(October 1, 1999) 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, 2000). Calvert Group was also the first to offer a family of socially responsible mutual fund portfolios. purchase and redemption of shares --------------------------------- Share certificates will not be issued unless requested in writing by the investor. If share certificates have been issued, then the certificate must be delivered to the Fund's transfer agent with any redemption request. This could result in delays. If the certificates have been lost, the shareholder will have to pay to post an indemnity bond in case the original certificates are later presented by another person. No certificates will be issued for fractional shares. The Fund has filed a notice of election under Rule 18f-1 with the Commission. The notice states that the Fund may honor redemptions that, during any 90-day period, exceed $250,000 or 1% of the nest assets value of the Fund, whichever is less, by redemptions-in-kind (distributions of a pro rata share of the portfolio securities, rather than cash.) See the prospectus for more details on purchases and redemptions. 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. Principal Occupation(s) During Name, Address & Date of Birth Position with Fund Last 5 Years Rebecca Adamson, Director President of the National DOB: 09/10/47 non-profit, First Nations Financial Project. Miles Douglas Harper, III Director Partner DOB: 10/16/62 Gainer Donnelly & Desroches since January 1999. Prior to that Mr. Harper was Vice President, Wood, Harper, PC. Joy V. Jones, Esq., Director Attorney and entertainment DOB: 07/02/50 manager in New York City. *Barbara J. Krumsiek, Director President, Chief Executive DOB: 08/09/52 Officer and Vice Chairman of Calvert Group, Ltd. Prior to joining Calvert Group, in 1997, Ms. Krumsiek served as a Managing Director of Alliance Fund Distributors, Inc. since 1974. *D. Wayne Silby, Director President of Calvert Social DOB: 07/20/48 Investment Fund. Mr. Silby is also Executive Chairman of Group Serve, Inc., an internet company focused on community building collaborative tools. Reno J. Martini, Director Senior Vice President of DOB: 01/13/50 Calvert Group. Ltd., Senior Vice President and Chief Investment Officer of Calvert Asset Management Company, Inc., and Director and President of Calvert-Sloan Advisers, L.L.C. Ronald M. Wolfsheimer, CPA, Officer Senior Vice President and DOB: 07/24/52 Chief Financial Officer of Calvert Group, Ltd. - -------------------------------------------------------------------------------- *William M. Tartikoff, Esq. Director Senior Vice President, DOB: 08/12/47 Secretary, and General Counsel of Calvert Group, Ltd. - -------------------------------------------------------------------------------- Susan Walker Bender, Esq. Officer Associate General Counsel DOB: 01/29/59 of Calvert Group, Ltd. - -------------------------------------------------------------------------------- Ivy Wafford Duke, Esq. Officer Associate General Counsel DOB: 09/07/68 of Calvert Group, Ltd. Prior to joining Calvert Group in 1996, Ms. Duke had been an Associate in the Investment Management Group of the Business and Finance Department at Drinker Biddle & Reath since 1993. - -------------------------------------------------------------------------------- Victor Frye, Esq. Officer Counsel and Compliance Officer DOB: 10/15/58 of Calvert Group, Ltd. Prior to joining Calvert Group in 1999, Mr. Frye had been Counsel and Manager of the Compliance Department at The Advisors Group since 1986. - -------------------------------------------------------------------------------- Jennifer Streaks, Esq. Officer Assistant General Counsel of DOB: 08/02/71 Calvert Group, Ltd. Prior to joining Calvert Group in 1999, Ms. Streaks had been a Regulatory Analyst in the Market Regulation Department of the National Association of Securities Dealers since 1997. Prior to this, Ms. Streaks had been a law clerk to the Honorable Maurice Foley at the U.S. Tax Court for the year since graduating from Howard University School of Law, where she was a student 1993-1996. - -------------------------------------------------------------------------------- Michael V. Yuhas Jr., CPA Officer Director of Fund DOB: 08/04/61 Administration of Calvert Group, Ltd. - -------------------------------------------------------------------------------- The address of Directors and Officers, unless otherwise noted, is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Directors marked with an *, above, are "interested persons" of the Fund, under the Investment Company Act of 1940. Each of the Officers is also an Officer of Calvert-Sloan Advisers, L.L.C., each of the subsidiaries of Calvert Group, Ltd., and each of the other investment companies in the Calvert Group of Funds. Each of the above Directors marked with a , is also a Director/Trustee of certain other investment companies in the Calvert Group of Funds. The Audit Committee of the Board is composed of those Directors who are not interested persons. Directors of the Fund not affiliated with the Funds 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 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, net assets, and net income per share. Director Compensation Table Fiscal Year 2000 Aggregate Pension or Retirement Total (unaudited numbers) Compensation Benefits Accrued as part Compensation from from Registrant for of Registrants Expenses* Registrant and Service as Director Fund Complex paid to Director** Name of Director Rebecca Adamson N/A N/A $34,932 Miles Douglas Harper III N/A N/A N/A Joy V. Jones, Esq. N/A N/A $24,932 D. Wayne Silby N/A N/A $63,432 *Mesdames Adamson and Jones have chosen to defer a portion of their compensation. As of September 30, 2000, total deferred compensation, including dividends and capital appreciation, were $68,578.10 and $31,238.96 for each of them, respectively. ** As of September 30, 2000, the Fund Complex consists of eleven (11) registered investment companies. investment advisor and Subadvisors ---------------------------------- The Fund's Investment Advisor is Calvert Asset Management Company, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, a subsidiary of Calvert Group, Ltd., which is a subsidiary of Acacia Life Insurance Company of Washington, D.C. ("Acacia"). On January 1, 1999, Acacia merged with and became a subsidiary of Ameritas Acacia Mutual Holding Company. 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 Directors, 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. The Advisor and Subadvisors have agreed to limit annual fund operating expenses (net of any expense offset arrangements and exclusive of any performance fee adjustment, estimated to be approximately 0.20%) through March 29, 2002. The contractual expense cap is 2.25% for Class A. For the purposes of this expense limit, operating expenses do not include interest expense, brokerage commissions, extraordinary expenses, taxes and capital items. The Fund has an offset arrangement with the custodian bank whereby the custodian and the transfer agent fees may be paid indirectly by credits on the Fund's uninvested cash balances. These credits are used to reduce the Fund's expenses. Subadvisors RISA Investment Advisers, LLC, located in Philadelphia, PA was formed in 1997 by Sam Folin. It receives a subadvisory fee, paid by the Advisor, of 0.40% of the Fund's average daily net assets. African Harvest Asset Managers Limited, located in Newlands, South Africa was formed in 1997 and provides investment management services to South African clients including union retirement funds. It receives a subadvisory fee, paid by the Advisor, of 0.40% of the Fund's average daily net assets. The Fund has received an exemptive order to permit the Fund and the Advisor to enter into and materially amend the Investment Subadvisory Agreement without shareholder approval. Within 90 days of the hiring of any Subadvisors or the implementation of any proposed material change in the Investment Subadvisory Agreement, the Fund will furnish its shareholders information about the new Subadvisors or Investment Subadvisory Agreement that would be included in a proxy statement. Such information will include any change in such disclosure caused by the addition of a new Subadvisors 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 Subadvisors or implementation of any material change to the terms of an Investment Subadvisory Agreement, with an information statement to this effect. administrative services AGENT ----------------------------- Calvert Administrative Services Company ("CASC"), an affiliate of the Advisor, has been retained by the Fund to provide certain administrative services necessary to the conduct of its affairs, including the preparation of regulatory filings and shareholder reports. For providing such services, CASC receives an annual administrative service fee payable monthly of 0.20% of the Fund's average daily net asset. 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., ("CSSI") a subsidiary of Calvert Group, Ltd., and Acacia 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. For these services, NFDS and CSSI receive a fee based on number of the shareholder accounts and transactions. method of distribution ---------------------- Calvert Distributors, Inc. ("CDI") and BOE Securities, Inc. are the principal underwriters and distributors for the Fund. CDI is an affiliate of CAMCO. BOE Securities is a registered broker-dealer firm located at 225 South 15th Street, Suite 928, Philadelphia, PA 19102. Under the terms of its underwriting agreement with the Fund, the distributors market and distribute the Fund's shares and are 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 a Distribution Plan (the "Plans") that permits the Fund to pay certain expenses associated with the distribution and servicing of its shares. Such expenses for Class A may not exceed, on an annual basis, 0.35% of the Fund's average daily net assets. The Fund's Distribution Plan was 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 Plan or in any agreements related to the Plan. 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 Plan, the Directors considered various factors including the amount of the distribution expenses. The Directors determined that there is a reasonable likelihood that the Plan will benefit the Fund and its shareholders, including economies of scale at higher asset levels, better investment opportunities and more flexibility in managing a growing portfolio. The Plan may be terminated by vote of a majority of the non-interested Directors who have no direct or indirect financial interest in the Plan, or by vote of a majority of the outstanding shares of the Fund. Any change in the Plan that would materially increase the distribution cost to the Fund requires approval of the shareholders of the Fund; otherwise, the Plan may be amended by the Directors, including a majority of the non-interested Directors as described above. The Plan 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 Plan or interested persons of any such party and who have no direct or indirect financial interest in the Plan, and (ii) the vote of a majority of the entire Board of Directors. Apart from the Plan, the Advisor and the distributors, at their own expense, may incur costs and pay expenses associated with the distribution of shares of the Fund. The Advisor and/or distributors have agreed to pay certain firms compensation based on sales of Fund shares or on assets held in those Firm's accounts for their marketing and distribution of the Fund shares, above the usual sales charges and services fees. The distributors make a continuous offering of the Fund's securities on a "best efforts" basis. Under the terms of the agreement, the distributors are entitled to share, pursuant to the Distribution Plan, a distribution fee and a service fee from the Fund based on the average daily net assets. These fees are paid pursuant to the Fund's Distribution Plan. 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 Amount of offering net amount Brokers as a % of Investment price invested offering price 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% The distributors receive any front-end sales charge paid. A portion of the front-end sales charge may be reallowed to dealers. 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 portfolio 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, market familiarity, reliability, integrity, and financial condition, subject to the Advisor/Subadvisors obligation to seek best execution. The Advisor or Subadvisors may also consider sales of Fund shares as a factor in the selection of brokers, again subject to best execution (i.e., the fund will not "pay up" for such transactions). 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 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. 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. The Advisor or Subadvisors may also direct selling concessions and/or discounts in fixed-price offerings for research services. 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. 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. PERSONAL SECURITIES TRANSACTIONS -------------------------------- The Fund, its Advisor, and principal underwriters have adopted a Code of Ethics pursuant to Rule 17j-1 of the Investment Company Act of 1940. The Code of Ethics is deigned to protect the public from abusive trading practices and to maintain ethical standards for access persons as defined in the rule when dealing with the public. The Code of Ethics permits the Fund's investment personnel to invest in securities that maybe purchased or held by the Fund. The Code of Ethics contains certain conditions such as preclearance and restrictions on use of material information. independent accountants and custodians -------------------------------------- Arthur Andersen LLP has been selected by the Board of Directors to serve as independent accountants for fiscal year 2001. State Street Bank & Trust Company, N.A., 225 Franklin Street, Boston, MA 02110, serves as custodian of the Fund's investments. Allfirst Financial, Inc., 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. general information ------------------- The Fund is a series of Calvert Impact Fund, Inc., an open-end management investment company organized as a Maryland Corporation on August 10, 2000. The Fund is non-diversified. 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 offers one class of shares: Class A. Upon any liquidation of the Fund, shareholders 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. ------ 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. The Fund may also rely on ratings by any other NRSRO, such as Fitch International Rating Agency or Thompson's Bankwatch. 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) INVESTMENT ADVISOR Calvert Asset Management Company, Inc. 4550 Montgomery Avenue Suite 1000N Bethesda, Maryland 20814 Shareholder ServiceS TRANSFER AGENT Calvert Shareholder Services, Inc. National Financial Data Services, Inc. 4550 Montgomery Avenue 330 West 9th Street Suite 1000N Kansas City, Missouri 64105 Bethesda, Maryland 20814 PRINCIPAL UNDERWRITERS INDEPENDENT accountants Calvert Distributors, Inc. Arthur Andersen LLP 4550 Montgomery Avenue 1601 Market Street Suite 1000N Philadelphia, PA 19103 Bethesda, Maryland 20814 BOE SECURITIES, INC. 225 South 15th Street Suite 928 Philadelphia, PA 19102 CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF ASSETS AND LIABILITIES Calvert MARCH 31, 2000 (UNAUDITED) South Africa Calvert The Calvert Fund New Africa RISA South Africa Proforma Proforma Fund Fund Fund Adjustments Combined ASSETS Investments in securities, at value - $5,128,279 $1,091,757 $0 - $6,220,036 (Cost $5,781,152, $1,117,552, and $0 respectively. Foreign Currency - 88,631 0 - 88,631 Cash 6,435 58,960 0 - 65,395 Receivable for securities sold 337,506 166,699 0 - 504,205 Interest and dividends receivable 13,247 3,107 0 - 16,354 Receivable for shares sold 139 - 0 - 139 Receivable from Advisor - 53,132 0 - 53,132 Other assets 11,937 10,053 0 - 21,990 Deferred offering costs - 20,467 0 - 20,467 Total assets 5,497,543 1,492,806 0 - 6,990,349 LIABILITIES Payable for securities purchased 241,070 275,929 0 - 516,999 Payable to Bank 103,092 - 0 - 103,092 Payable for shares redeemed 1,163 - 0 - 1,163 Payable to Calvert-Sloan Advisors, LLC 22,046 - 0 - 22,046 Payable to Calvert Shareholder Services, Inc. 405 - 0 - 405 Payable to Calvert Distributors Inc. 1,195 - 0 - 1,195 Accrued expenses and other liabilities 34,512 63,951 0 - 98,463 Total liabilities 403,483 339,880 0 - 743,363 NET ASSETS $5,094,060 $1,152,926 $0 - $6,246,986 NET ASSETS Paid-in capital applicable to the following shares of common stock, $0.01 par value with 250,000,000 shares authorized for Calvert New Africa Class A, B, and C combined: Class A: 721,127 shares outstanding, $8,599,543 Class B: 12,174 shares outstanding, 115,760 Class C: 4,330 shares outstanding, 36,430 Paid-in capital, The RISA Fund, 98,821 shares outstanding, $0.001 par value, unlimited authorization $1,135,000 Paid-in capital, Calvert South Africa Fund, 0 shares outstanding $0 - $9,886,733 Undistributed net investment income (loss) (11,098) 5,735 0 - (5,363) Accumulated net realized gain (loss) on investments and foreign currencies (2,984,935) 39,567 0 - (2,945,368) Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies (661,640) (27,376) 0 - (689,016) NET ASSETS $5,094,060 $1,152,926 $0 - $6,246,986 NET ASSETS - CLASS A $4,980,860 $1,152,926 $0 $6,246,986 SHARES OUTSTANDING - CLASS A 721,127 (1) 98,821 (1) 0(1) (419,986) 416,466 (1) NET ASSET VALUE - CLASS A $6.91 $11.67 $15.00 $15.00 (4) MAXIMUM SALES CHARGE - CLASS A 0.34 (3) N/A 0.75 (3) 0.75 (3) OFFERING PRICE - CLASS A $7.25 $11.67 $15.75 $15.75 NET ASSETS - CLASS B $83,114 N/A N/A N/A SHARES OUTSTANDING - CLASS B 12,174 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS B $6.83 N/A N/A N/A NET ASSETS - CLASS C $30,086 N/A N/A N/A SHARES OUTSTANDING - CLASS C 4,330 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS C $6.95 N/A N/A N/A (1) The proforma combined shares outstanding consists of 721,127 shares of the Calvert New Africa Fund Class A, 12,174 shares of Calvert New Africa Class B, 4,330 shares of Calvert New Africa Fund Class C, 98,821 shares of The RISA Fund, and 416,466 shares issued to shareholders of the new combined entity, the Calvert South Africa Fund. (2) The Calvert New Africa Fund's Class B & C shareholders exchanged into Class A of the Calvert South Africa Fund. (3) The maximum sales charge for the Calvert New Africa Fund and the new Calvert South Africa Fund is 4.75%. (4) The Calvert South Africa Fund's net asset value has been established at $15.00 per share. N/A - Not Applicable See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF ASSETS AND LIABILITIES Calvet SEPTEMBER 30, 2000 (UNAUDITED) South Africa Calvert The Calvert Fund New Africa RISA South Africa Proforma Proforma Fund Fund Fund Adjustments Combined ASSETS Investments in securities, at value - $4,146,360 $882,018 $0 - $5,028,378 (Cost $5,186,009, $966,129, and $0 respectively. Foreign Currency - - 0 - 0 Cash 0 - 0 - 0 Receivable for securities sold 90,139 - 0 - 90,139 Interest and dividends receivable 16,720 6,029 0 - 22,749 Receivable for shares sold 145 - 0 - 145 Receivable from Advisor - 116,963 0 - 116,963 Other assets 14,024 13 0 - 14,037 Deferred offering costs - - 0 - 0 Total assets 4,267,388 1,005,023 0 - 5,272,411 LIABILITIES Payable for securities purchased 11,035 - 0 - 11,035 Payable to Bank 76,530 - 0 - 76,530 Payable for shares redeemed 2,293 - 0 - 2,293 Payable to Calvert-Sloan Advisors, LLC 13,915 - 0 - 13,915 Payable to Calvert Shareholder Services, Inc. 343 - 0 - 343 Payable to Calvert Distributors Inc. 960 - 0 - 960 Accrued expenses and other liabilities 19,086 54,000 0 - 73,086 Total liabilities 124,162 54,000 0 - 178,162 NET ASSETS $4,143,226 $951,023 $0 - $5,094,249 NET ASSETS Paid-in capital applicable to the following shares of common stock, $0.01 par value with 250,000,000 shares authorized for Calvert New Africa Class A, B, and C combined: Class A: 712,506 shares outstanding, $8,543,951 Class B: 23,456 shares outstanding, 178,578 Class C: 3,713 shares outstanding, 31,558 Paid-in capital, The RISA Fund, 91,217 shares outstanding, $0.001 par value, unlimited authorization $1,015,882 Paid-in capital, Calvert South Africa Fund, 0 shares outstanding $0 - $9,769,969 Undistributed net investment income (loss) (5,354) 33,416 0 - 28,062 Accumulated net realized gain (loss) on investments and foreign currencies (3,551,863) (14,032) 0 - (3,565,895) Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies (1,053,644) (84,243) 0 - (1,137,887) NET ASSETS $4,143,226 $951,023 $0 - $5,094,249 NET ASSETS - CLASS A $3,993,075 $951,023 $0 $5,094,249 SHARES OUTSTANDING - CLASS A 712,506 (1) 91,217 (1) 0(1) (491,275) 339,617 (1) NET ASSET VALUE - CLASS A $5.60 $10.43 $15.00 $15.00 (4) MAXIMUM SALES CHARGE - CLASS A 0.28 (3) N/A 0.75(3) 0.75 (3) OFFERING PRICE - CLASS A $5.88 $10.43 $15.75 $15.75 NET ASSETS - CLASS B $129,285 N/A N/A N/A SHARES OUTSTANDING - CLASS B 23,456 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS B $5.51 N/A N/A N/A NET ASSETS - CLASS C $20,866 N/A N/A N/A SHARES OUTSTANDING - CLASS C 3,713 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS C $5.62 N/A N/A N/A (1) The proforma combined shares outstanding consists of 712,506 shares of the Calvert New Africa Fund Class A, 23,456 shares of Calvert New Africa Class B, 3,713 shares of Calvert New Africa Fund Class C, 91,217 shares of The RISA Fund, and 339,617 shares issued to shareholders of the new combined entity, the Calvert South Africa Fund. (2) The Calvert New Africa Fund's Class B & C shareholders exchanged into Class A of the Calvert South Africa Fund. (3) The maximum sales charge for the Calvert New Africa Fund and the new Calvert South Africa Fund is 4.75%. (4) The Calvert South Africa Fund's net asset value has been established at $15.00 per share. N/A - Not Applicable See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF OPERATIONS YEAR ENDED MARCH 31, 2000 (UNAUDITED) Calvert South Africa Calvert The Calvert Fund The New Africa RISA South Africa Proforma Proforma RISA Fund* Fund** Fund Adjustments Combined Fund NET INVESTMENT INCOME Investment Income: Dividend income $258,071 $7,668 $0 - $265,739 $3,834 Interest income 11,081 17,240 0 - 28,321 8,620 Total investment income 269,152 24,908 0 0 294,060 12,454 Expenses: Basis Points Dollars Investment advisory fee 96,961 8,398 0 (30,432)1 74,927 105 74,927 4,199 Interest 108,102 - 0 (108,102)2 0 0 0 - Administrative Service Fee 0 0 0 14,272 3 14,272 20 14,272 0 Transfer agency fees and expenses 32,899 4,340 0 581 4 37,820 53 37,820 2,170 Distribution Plan expenses: Class A 15,918 1,680 0 242 5 17,840 25 17,840 840 Class B 807 - - (807)5 0 0 0 - Class C 161 - - (161)5 0 0 0 - Insurance - 18,544 0 (18,544)6 0 0 0 9,272 Directors' fees and expenses 27,692 11,522 0 (32,078)7 7,136 10 7,136 5,761 Accounting fees 18,100 23,322 0 (39,281)8 2,141 3 2,141 11,661 Custodian fees 34,681 27,158 0 (31,868)9 29,971 42 29,971 13,579 Registration fees 36,575 14,404 0 7,536 13 58,515 82 58,515 7,202 Reports to shareholders 11,988 7,682 0 (6,825)13 12,845 18 12,845 3,841 Professional fees 32,439 52,814 0 (74,549)10 10,704 15 10,704 26,407 Organizational expenses 14,068 39,006 0 (53,074)11 0 0 0 19,503 Miscellaneous 4,173 7,202 0 (10,661)13 714 1 714 3,601 Total expenses 434,564 216,072 0 (383,753) 266,883 374 266,883 108,036 266,883 Reimbursement from Advisor: Class A (79,017) (202,634) 0 188,210 12 (93,441) -131 (93,441)(101,317) Class B (11,173) - - 11,173 12 0 0 0 - Class C (10,639) - - 10,639 12 0 0 0 - Fees paid indirectly (12,885) - 0 0 (12,885) -18 (12,885) - Net expenses 320,850 13,438 0 (173,730) 160,558 225 160,558 6,719 160,558 NET INVESTMENT INCOME (LOSS) (51,698) 11,470 0 173,730 133,502 5,735 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (1,081,308) 48,953 0 - (1,032,355) 48,953 Foreign currency transactions (50,849) (9,386) 0 - (60,235) (9,386) (1,132,157) 39,567 0 0 (1,092,590) 39,567 Change in unrealized appreciation or (depreciation) on: Investments and foreign currencies (1,125,362) (25,795) 0 - (1,151,157) (25,795) Assets and liabilities denominated in foreign currencies (9,005) (1,581) 0 - (10,586) (1,581) (1,134,367) (27,376) 0 0 (1,161,743) (27,376) NET REALIZED AND UNREALIZED GAIN (LOSS) (2,266,524) 12,191 0 - (2,254,333) 12,191 INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($2,318,222) $23,661 $0 - ($2,294,561) $17,926 AVERAGE NET ASSETS - CLASS A 6,367,264 671,840 0 - 7,135,918 671,840 RATIO OF TOTAL EXP TO AVG N/A - CLASS A 6.39% 32.16% 0.00% - 3.74% 32.16% RATIO OF NET EXP TO AVG N/A - CLASS A 4.95% 2.00% 0.00% - 2.25% 12 2.00% AVERAGE NET ASSETS - CLASS B 80,729 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS B 19.74% N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS B 5.70% N/A N/A - N/A AVERAGE NET ASSETS - CLASS C 16,086 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS C 72.04% N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS C 5.70% N/A N/A - N/A * For the year ended March 31, 2000. ** For the period from the commencement of operations October 1, 1999 through March 31, 2000. Since the Fund has only six months of operations, the income and expense amounts have been restated to reflect the results that could have been expected for one year. 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To reflect an administrative service fee of 0.20% of the Fund's average daily net assets. 3 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. 4 Proforma adjustments required to reflect the estimated expenses expected to be incurred for the upcoming fiscal year. The proforma combined statements of operations presented above does not necessarily reflect what the results of operations would have been if the entities had been merged on April 1, 1999. In addition, the expenses do not include the cost of merging the two funds. See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF OPERATIONS SIX MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) Calvert South Africa The Calvert The Calvert Fund The The RISA New RISA South Proforma Proforma RISA RISA Fund Africa Fund **Africa Adjustments Combined Fund Fund Squeeze Fund * Fund NET INVESTMENT INCOME Investment Income: Dividend income $77,189 $11,308 $0 - $88,497 $3,834 $15,142 $11,308 Interest income 617 4,557 0 - 5,174 8,620 13,177 4,557 Total investment income 77,806 15,865 0 0 93,671 12,454 28,319 15,865 Expenses: Basis Points Dollars Investment advisory fee 32,203 5,942 0 (10,550)1 27,595 4,199 10,141 5,942 105 27,595 Interest 1,264 - 0 (1,264)2 0 - - - 0 0 Administrative Service Fee 0 0 0 5,256 3 5,256 0 0 0 20 5,256 Transfer agency fees and expenses 14,438 29,021 0 (29,530)4 13,929 2,170 31,191 29,021 53 13,929 Distribution Plan expenses: Class A 5,215 1,188 0 167 5 6,570 840 2,028 1,188 25 6,570 Class B 514 - - (514)5 0 - - - 0 0 Class C 94 - - (94)5 0 - - - 0 0 Insurance 0 19,312 0 (19,312)6 0 - 1,932 1,932 0 0 Directors' fees and expenses 10,859 4,239 0 (12,470)7 2,628 5,761 10,000 4,239 10 2,628 Accounting fees 5,981 102,339 0 (107,532)8 788 11,661 114,000 102,339 3 788 Custodian fees 26,088 (8,176) 0 (6,874)9 11,038 13,579 5,403 (8,176) 42 11,038 Registration fees 14,540 (1,184) 0 8,194 13 21,550 7,202 6,018 (1,184) 82 21,550 Reports to shareholders 4,450 1,186 0 (905)13 4,731 3,841 5,027 1,186 18 4,731 Professional fees 7,102 6,627 0 (9,787)10 3,942 26,407 33,034 6,627 15 3,942 Organizational expenses - 20,467 0 (20,467)11 0 19,503 39,970 20,467 0 0 Miscellaneous 870 (3,560) 0 2,953 13 263 12,873 9,313 (3,560) 1 263 Total expenses 123,618 177,401 0 (202,728) 98,291 108,036 285,437 177,401 374 98,291 196,044 Reimbursement from Advisor: Class A (29,637)(60,653) 0 63,104 12 (27,186)(101,317)(161,970) (60,653) 131 (27,186) Class B (5,077) - - 5,077 12 0 - - 0 0 Class C (4,869) - - 4,869 12 0 - - 0 0 Fee waivers - (107,241) 0 107,241 12 0 (107,241) (107,241) 0 0 Fees paid indirectly (11,973) - 0 0 4 (11,973) - - 0 -18 (11,973) Net expenses 72,062 9,507 0 (22,437) 59,132 6,719 16,226 9,507 225 59,132 117,941 NET INVESTMENT INCOME (LOSS) 5,744 6,358 0 22,437 34,539 5,735 12,093 6,358 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (498,005)(62,985) 0 - (560,990) 48,953 (14,032) (62,985) Foreign currency transactions (68,923) (9,261) 0 - (78,184) (9,386) (18,647) (9,261) (566,928)(72,246) 0 0 (639,174) 39,567 (32,679) (72,246) Change in unrealized appreciation or (depreciation) on: Investments and foreign currencies (401,672)(58,316) 0 - (459,988) (25,795) (84,111) (58,316) Assets and liabilities denominated in foreign currencies 9,668 1,449 0 - 11,117 (1,581) (132) 1,449 (392,004)(56,867) 0 0 (448,871) (27,376) (84,243) (56,867) NET REALIZED AND UNREALIZED GAIN (LOSS) (958,932)(129,113) 0 - (1,088,045) 12,191 (116,922) (129,113) INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($953,188)($122,755) $0 - ($1,075,943) $17,926 ($104,829) ($122,755) AVERAGE NET ASSETS - CLASS A 4,172,091 948,122 0 - 5,241,823 671,840 811,280 948,122 RATIO OF TOTAL EXP TO AVG N/A - CLASS A 5.30%(a) 37.32%(a) 0.00%(a) - 3.74%(a) 32.16% 35.18% 37.32% RATIO OF NET EXP TO AVG N/A - CLASS A 3.33%(a) 2.00%(a) 0.00%(a) - 2.25%(a)3 2.00% 2.00% 2.00% AVERAGE NET ASSETS - CLASS B 102,746 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS B 14.49%(a) N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS B 4.08%(a) N/A N/A - N/A AVERAGE NET ASSETS - CLASS C 18,864 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS C 56.13%(a) N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS C 4.08%(a) N/A N/A - N/A (a) Annualized * For the six months ended September 30, 2000. ** For the six months ended September 30, 2000. For comparative purposes, the period used is the six month interim period from April 1, 2000 through September 30, 2000. 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To reflect an administrative service fee of 0.20% of the Fund's average daily net assets. 3 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. 4 Proforma adjustments required to reflect the estimated expenses expected to be incurred for the upcoming fiscal year. The proforma combined statements of operations presented above does not necessarily reflect what the results of operations would have been if the entities had been merged on April 1, 1999. In addition, the expenses do not include the cost of merging the two funds. See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF ASSETS AND LIABILITIES MARCH 31, 2000 (UNAUDITED) Calvert The Calvert New Africa RISA South Africa Proforma Proforma Fund Fund Fund Adjustments Combined ASSETS Investments in securities, at value - $5,128,279 $1,091,757 $0 - $6,220,036 (Cost $5,781,152, $1,117,552, and $0 respectively. Foreign Currency - 88,631 0 - 88,631 Cash 6,435 58,960 0 - 65,395 Receivable for securities sold 337,506 166,699 0 - 504,205 Interest and dividends receivable 13,247 3,107 0 - 16,354 Receivable for shares sold 139 - 0 - 139 Receivable from Advisor - 53,132 0 - 53,132 Other assets 11,937 10,053 0 - 21,990 Deferred offering costs - 20,467 0 - 20,467 Total assets 5,497,543 1,492,806 0 - 6,990,349 LIABILITIES Payable for securities purchased 241,070 275,929 0 - 516,999 Payable to Bank 103,092 - 0 - 103,092 Payable for shares redeemed 1,163 - 0 - 1,163 Payable to Calvert-Sloan Advisors, LLC 22,046 - 0 - 22,046 Payable to Calvert Shareholder Services, Inc. 405 - 0 - 405 Payable to Calvert Distributors Inc. 1,195 - 0 - 1,195 Accrued expenses and other liabilities 34,512 63,951 0 - 98,463 Total liabilities 403,483 339,880 0 - 743,363 NET ASSETS $5,094,060 $1,152,926 $0 - $6,246,986 NET ASSETS Paid-in capital applicable to the following shares of common stock, $0.01 par value with 250,000,000 shares authorized for Calvert New Africa Class A, B, and C combined: Class A: 721,127 shares outstanding, $8,599,543 Class B: 12,174 shares outstanding, 115,760 Class C: 4,330 shares outstanding, 36,430 Paid-in capital, The RISA Fund, 98,821 shares outstanding, $0.001 par value, unlimited authorization $1,135,000 Paid-in capital, Calvert South Africa Fund, 0 shares outstanding $0 - $9,886,733 Undistributed net investment income (loss) (11,098) 5,735 0 - (5,363) Accumulated net realized gain (loss) on investments and foreign currencies (2,984,935) 39,567 0 - (2,945,368) Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies (661,640) (27,376) 0 - (689,016) NET ASSETS $5,094,060 $1,152,926 $0 - $6,246,986 NET ASSETS - CLASS A $4,980,860 $1,152,926 $0 $6,246,986 SHARES OUTSTANDING - CLASS A 721,127 (1) 98,821 (1) 0(1) (419,986) 416,466 (1) NET ASSET VALUE - CLASS A $6.91 $11.67 $15.00 $15.00 (4) MAXIMUM SALES CHARGE - CLASS A 0.34 (3) N/A 0.75(3) 0.75 (3) OFFERING PRICE - CLASS A $7.25 $11.67 $15.75 $15.75 NET ASSETS - CLASS B $83,114 N/A N/A N/A SHARES OUTSTANDING - CLASS B 12,174 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS B $6.83 N/A N/A N/A NET ASSETS - CLASS C $30,086 N/A N/A N/A SHARES OUTSTANDING - CLASS C 4,330 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS C $6.95 N/A N/A N/A (1) The proforma combined shares outstanding consists of 721,127 shares of the Calvert New Africa Fund Class A, 12,174 shares of Calvert New Africa Class B, 4,330 shares of Calvert New Africa Fund Class C, 98,821 shares of The RISA Fund, and 416,466 shares issued to shareholders of the new combined entity, the Calvert South Africa Fund. (2) The Calvert New Africa Fund's Class B & C shareholders exchanged into Class A of the Calvert South Africa Fund. (3) The maximum sales charge for the Calvert New Africa Fund and the new Calvert South Africa Fund is 4.75%. (4) The Calvert South Africa Fund's net asset value has been established at $15.00 per share. N/A - Not Applicable See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF ASSETS AND LIABILITIES SEPTEMBER 30, 2000 (UNAUDITED) Calvert The Calvert New Africa RISA South Africa Proforma Proforma Fund Fund Fund Adjustments Combined ASSETS Investments in securities, at value - $4,146,360 $882,018 $0 - $5,028,378 (Cost $5,186,009, $966,129, and $0 respectively. Foreign Currency - - 0 - 0 Cash 0 - 0 - 0 Receivable for securities sold 90,139 - 0 - 90,139 Interest and dividends receivable 16,720 6,029 0 - 22,749 Receivable for shares sold 145 - 0 - 145 Receivable from Advisor - 116,963 0 - 116,963 Other assets 14,024 13 0 - 14,037 Deferred offering costs - - 0 - 0 Total assets 4,267,388 1,005,023 0 - 5,272,411 LIABILITIES Payable for securities purchased 11,035 - 0 - 11,035 Payable to Bank 76,530 - 0 - 76,530 Payable for shares redeemed 2,293 - 0 - 2,293 Payable to Calvert-Sloan Advisors, LLC 13,915 - 0 - 13,915 Payable to Calvert Shareholder Services, Inc. 343 - 0 - 343 Payable to Calvert Distributors Inc. 960 - 0 - 960 Accrued expenses and other liabilities 19,086 54,000 0 - 73,086 Total liabilities 124,162 54,000 0 - 178,162 NET ASSETS $4,143,226 $951,023 $0 - $5,094,249 NET ASSETS Paid-in capital applicable to the following shares of common stock, $0.01 par value with 250,000,000 shares authorized for Calvert New Africa Class A, B, and C combined: Class A: 712,506 shares outstanding, $8,543,951 Class B: 23,456 shares outstanding, 178,578 Class C: 3,713 shares outstanding, 31,558 Paid-in capital, The RISA Fund, 91,217 shares outstanding, $0.001 par value, unlimited authorization $1,015,882 Paid-in capital, Calvert South Africa Fund, 0 shares outstanding $0 - $9,769,969 Undistributed net investment income (loss) (5,354) 33,416 0 - 28,062 Accumulated net realized gain (loss) on investments and foreign currencies (3,551,863) (14,032) 0 - (3,565,895) Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies (1,053,644) (84,243) 0 - (1,137,887) NET ASSETS $4,143,226 $951,023 $0 - $5,094,249 NET ASSETS - CLASS A $3,993,075 $951,023 $0 $5,094,249 SHARES OUTSTANDING - CLASS A 712,506 (1) 91,217 (1) 0 (1) (491,275) 339,617 (1) NET ASSET VALUE - CLASS A $5.60 $10.43 $15.00 $15.00 (4) MAXIMUM SALES CHARGE - CLASS A 0.28 (3) N/A 0.75 (3) 0.75 (3) OFFERING PRICE - CLASS A $5.88 $10.43 $15.75 $15.75 NET ASSETS - CLASS B $129,285 N/A N/A N/A SHARES OUTSTANDING - CLASS B 23,456 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS B $5.51 N/A N/A N/A NET ASSETS - CLASS C $20,866 N/A N/A N/A SHARES OUTSTANDING - CLASS C 3,713 (1,2) N/A N/A N/A NET ASSET VALUE - CLASS C $5.62 N/A N/A N/A (1) The proforma combined shares outstanding consists of 712,506 shares of the Calvert New Africa Fund Class A, 23,456 shares of Calvert New Africa Class B, 3,713 shares of Calvert New Africa Fund Class C, 91,217 shares of The RISA Fund, and 339,617 shares issued to shareholders of the new combined entity, the Calvert South Africa Fund. (2) The Calvert New Africa Fund's Class B & C shareholders exchanged into Class A of the Calvert South Africa Fund. (3) The maximum sales charge for the Calvert New Africa Fund and the new Calvert South Africa Fund is 4.75%. (4) The Calvert South Africa Fund's net asset value has been established at $15.00 per share. N/A - Not Applicable See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF OPERATIONS YEAR ENDED MARCH 31, 2000 (UNAUDITED) Calvert The Calvert The New RISA South Proforma Proforma RISA Africa Fund** Africa Adjustments Combined Fund Fund* Fund Investment Income: Dividend income $258,071 $7,668 $0 - $265,739 $3,834 Interest income 11,081 17,240 0 - 28,321 8,620 Total investment income 269,152 24,908 0 0 294,060 12,454 Expenses: Basis Dollars Points Investment advisory fee 96,961 8,398 0 (30,432)1 74,927 4,199 105 74,927 Interest 108,102 - 0 (108,102) 0 - 0 0 Administrative Service Fee 0 0 0 14,272 2 14,272 0 20 14,272 Transfer agency fees and expenses 32,899 4,340 0 581 37,820 2,170 53 37,820 Distribution Plan expenses: Class A 15,918 1,680 0 242 17,840 840 25 17,840 Class B 807 - - (807) 0 - 0 0 Class C 161 - - (161) 0 - 0 0 Insurance - 18,544 0 (18,544) 0 9,272 0 0 Directors' fees and expenses 27,692 11,522 0 (32,078) 7,136 5,761 10 7,136 Accounting fees 18,100 23,322 0 (39,281) 2,141 11,661 3 2,141 Custodian fees 34,681 27,158 0 (31,868) 29,971 13,579 42 29,971 Registration fees 36,575 14,404 0 7,536 58,515 7,202 82 58,515 Reports to shareholders 11,988 7,682 0 (6,825) 12,845 3,841 18 12,845 Professional fees 32,439 52,814 0 (74,549) 10,704 26,407 15 10,704 Organizational expenses 14,068 39,006 0 (53,074) 0 19,503 0 0 Miscellaneous 4,173 7,202 0 (10,661) 714 3,601 1 714 Total expenses 434,564 216,072 0 (383,753) 266,883 108,036 374 266,883 266,883 Reimbursement from Advisor: Class A (79,017) (202,634) 0 188,210 (93,441) (101,317) -131 (93,441) Class B (11,173) - - 11,173 0 - 0 0 Class C (10,639) - - 10,639 0 - 0 0 Fees paid indirectly (12,885) - 0 0 (12,885) - -18 (12,885) Net expenses 320,850 13,438 0 (173,730) 160,558 6,719 225 160,558 160,558 NET INVESTMENT INCOME (LOSS) (51,698) 11,470 0 173,730 133,502 5,735 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (1,081,308) 48,953 0 - (1,032,355) 48,953 Foreign currency transactions (50,849) (9,386) 0 - (60,235) (9,386) (1,132,157) 39,567 0 0 (1,092,590) 39,567 Change in unrealized appreciation or (depreciation) on: Investments and foreign currencies (1,125,362) (25,795) 0 - (1,151,157) (25,795) Assets and liabilities denominated in foreign currencies (9,005) (1,581) 0 - (10,586) (1,581) (1,134,367) (27,376) 0 0 (1,161,743) (27,376) NET REALIZED AND UNREALIZED GAIN (LOSS) (2,266,524) 12,191 0 - (2,254,333) 12,191 INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($2,318,222) $23,661 $0 - ($2,294,561) $17,926 AVERAGE NET ASSETS - CLASS A 6,367,264 671,840 0 - 7,135,918 671,840 RATIO OF TOTAL EXP TO AVG N/A - CLASS A 6.39% 32.16% 0.00% - 3.74% 32.16% RATIO OF NET EXP TO AVG N/A - CLASS A 4.95% 2.00% 0.00% - 2.25% 3 2.00% AVERAGE NET ASSETS - CLASS B 80,729 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS B 19.74% N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS B 5.70% N/A N/A - N/A AVERAGE NET ASSETS - CLASS C 16,086 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS C 72.04% N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS C 5.70% N/A N/A - N/A * For the year ended March 31, 2000. ** For the period from the commencement of operations October 1, 1999 through March 31, 2000. Since the Fund has only six months of operations, the income and expense amounts have been restated to reflect the results that could have been expected for one year. 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To reflect an administrative service fee of 0.20% of the Fund's average daily net assets. 3 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The proforma combined statements of operations presented above does not necessarily reflect what the results of operations would have been if the entities had been merged on April 1, 1999. In addition, the expenses do not include the cost of merging the two funds. See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA STATEMENTS OF OPERATIONS SIX MONTHS ENDED SEPTEMBER 30, 2000 (UNAUDITED) Calvert The Calvert The New RISA South Proforma Proforma The The RISA Africa Fund** Africa RISA RISA Fund Fund* Fund Adjustments Combined Fund Fund Squeeze NET INVESTMENT INCOME Investment Income: Dividend income $77,189 $11,308 $0 - $88,497 $3,834 $15,142 $11,308 Interest income 617 4,557 0 - 5,174 8,620 13,177 4,557 Total investment income 77,806 15,865 0 0 93,671 12,454 28,319 15,865 Expenses: Basis Points Dollars Investment advisory fee 32,203 5,942 0 (10,550) 1 27,595 4,199 10,141 5,942 105 27,595 Interest 1,264 - 0 (1,264) 0 - - - 0 0 Administrative Service Fee 0 0 0 5,256 2 5,256 0 0 0 20 5,256 Transfer agency fees and expenses 14,438 29,021 0 (29,530) 13,929 2,170 31,191 29,021 53 13,929 Distribution Plan expenses: Class A 5,215 1,188 0 167 6,570 840 2,028 1,188 25 6,570 Class B 514 - - (514) 0 - - - 0 0 Class C 94 - - (94) 0 - - - 0 0 Insurance 0 19,312 0 (19,312) 0 - 19,312 19,312 0 0 Directors' fees and expenses 10,859 4,239 0 (12,470) 2,628 5,761 10,000 4,239 10 2,628 Accounting fees 5,981 102,339 0 (107,532) 788 11,661 114,000 102,339 3 788 Custodian fees 26,088 (8,176) 0 (6,874) 11,038 13,579 5,403 (8,176) 42 11,038 Registration fees 14,540 (1,184) 0 8,194 21,550 7,202 6,018 (1,184) 82 21,550 Reports to shareholders 4,450 1,186 0 (905) 4,731 3,841 5,027 1,186 18 4,731 Professional fees 7,102 6,627 0 (9,787) 3,942 26,407 33,034 6,627 15 3,942 Organizational expenses - 20,467 0 (20,467) 0 19,503 39,970 20,467 0 0 Miscellaneous 870 (3,560) 0 2,953 263 12,873 9,313 (3,560) 1 263 Total expenses 123,618 177,401 0 (202,728) 98,291 108,036 285,437 177,401 374 98,291 196,044 Reimbursement from Advisor: Class A (29,637) (60,653) 0 63,104 (27,186) (101,317)(161,970)(60,653) -131 (27,186) Class B (5,077) - - 5,077 0 - - - 0 0 Class C (4,869) - - 4,869 0 - - - 0 0 Fee waivers - (107,241) 0 107,241 0 - (107,241)(107,241) 0 0 Fees paid indirectly (11,973) - 0 0 (11,973) - - 0 -18 (11,973) Net expenses 72,062 9,507 0 (22,437) 59,132 6,719 16,226 9,507 225 59,132 117,941 NET INVESTMENT INCOME (LOSS) 5,744 6,358 0 22,437 34,539 5,735 12,093 6,358 REALIZED AND UNREALIZED GAIN (LOSS) Net realized gain (loss) on: Investments (498,005) (62,985) 0 - (560,990) 48,953 (14,032) (62,985) Foreign currency transactions (68,923) (9,261) 0 - (78,184) (9,386)(18,647) (9,261) (566,928) (72,246) 0 0 (639,174) 39,567 (32,679) (72,246) Change in unrealized appreciation or (depreciation) on: Investments and foreign currencies (401,672) (58,316) 0 - (459,988) (25,795) (84,111)(58,316) Assets and liabilities denominated in foreign currencies 9,668 1,449 0 - 11,117 (1,581) (132) 1,449 (392,004) (56,867) 0 0 (448,871) (27,376) (84,243)(56,867) NET REALIZED AND UNREALIZED GAIN (LOSS) (958,932) (129,113) 0 - (1,088,045) 12,191(116,922)(129,113) INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS ($953,188)($122,755) $0 - ($1,075,943) $17,926($104,829) ($122,755) AVERAGE NET ASSETS - CLASS A 4,172,091 948,122 0 - 5,241,823 671,840 811,280 948,122 RATIO OF TOTAL EXP TO AVG N/A - CLASS A 5.30%(a) 37.32%(a) 0.00% (a) - 3.74% (a) 32.16% 35.18% 37.32% RATIO OF NET EXP TO AVG N/A - CLASS A 3.33%(a) 2.00%(a) 0.00% (a) - 2.25% (a)12 2.00% 2.00% 2.00% AVERAGE NET ASSETS - CLASS B 102,746 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS B 14.49%(a) N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS B 4.08%(a) N/A N/A - N/A AVERAGE NET ASSETS - CLASS C 18,864 N/A N/A - N/A RATIO OF TOTAL EXP TO AVG N/A - CLASS C 56.13%(a) N/A N/A - N/A RATIO OF NET EXP TO AVG N/A - CLASS C 4.08%(a) N/A N/A - N/A (a) Annualized * For the six months ended September 30, 2000. ** For the six months ended September 30, 2000. For comparative purposes, the period used is the six month interim period from April 1, 2000 through September 30, 2000. 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To reflect an administrative service fee of 0.20% of the Fund's average daily net assets. 3 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The proforma combined statements of operations presented above does not necessarily reflect what the results of operations would have been if the entities had been merged on April 1, 1999. In addition, the expenses do not include the cost of merging the two funds. See Notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND MARCH 31, 2000 (UNAUDITED) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES - 66.8% Botswana - 0.0% Sechaba Brewery 163,300 $161,863 - - (163,300) ($161,863) Sefalana Holdings Co. 105,300 106,548 - - (105,300) (106,548) 268,411 - - (268,411) Egypt - 0.0% Al-Ahram Beverages Co.* 4,800 85,920 - - (4,800) (85,920) Commercial International Co. 8,150 96,791 (8,150) (96,791) Egyptian Company for Mobile Service (MobiNil)* 5,000 241,894 (5,000) (241,894) Egyptian Starch & Glucose Manufacturing Co. 125 868 (125) (868) Media Productions Co.* 1,700 35,177 - - (1,700) (35,177) MISR Duty Free Shop Co. 13,675 39,974 (13,675) (39,974) Orascom Construction* 3,650 51,603 (3,650) (51,603) 552,227 - - (552,227) Ghana - 0.0% Ashanti Goldfields Limited (GDR)* 10,201 21,677 (10,201) (21,677) Guinness Ghana 339,900 81,002 (339,900) (81,002) Social Security Bank 218,700 106,800 (218,700) (106,800) 209,479 - - (209,479) Ivory Coast - 0.0% Societe National des Telecommunication 3,100 119,720 (3,100) (119,720) Kenya - 0.0% Kenya Power & Lighting Co. 71,734 84,336 (71,734) (84,336) Uchumi Supermarkets 114,192 65,983 (114,192) (65,983) 150,319 (150,319) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND MARCH 31, 2000 (UNAUDITED) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES (CONT'D) South Africa - 66.8% Adcorp Holdings, Ltd. 8000 30,680 8,000 30,680 African Bank Investments, Ltd.* 14000 29,625 14,000 29,625 African Life Assurance Co., Ltd. 6200 36,234 6,200 36,234 Alexander Forbes, Ltd. 38,000 89,121 38,000 89,121 Anglo American Platnum 3,900 103,833 3,900 103,833 AngloGold, Ltd. 900 43,103 900 43,103 Avis Southern Africa, Ltd. 17500 20,989 17,500 20,989 Billiton, Plc. 71,700 337,902 71,700 337,902 Capital Alliance Holdings, Ltd. - 30,000 61,879 30,000 61,879 City Lodge Hotels 1 1 1 1 Comparex Holdings, Ltd. 25,000 44,499 25,000 44,499 DataTec, Ltd.* 10,600 188,142 2,500 44,308 13,100 232,450 De Beers Centenary 12,800 299,656 1,500 35,065 14,300 334,721 Dimension Data Holdings, Ltd. 34,779 310,246 6,000 53,262 40,779 363,508 FirstRand, Ltd. 205,300 248,163 205,300 248,163 Fusion Capital* 1,053,900 161,258 1,053,900 161,258 Gray Securities, Ltd. 95,000 27,578 95,000 27,578 Greenwich Group, Ltd. 31,400 8,396 31,400 8,396 Hosken Consolidated Investmens, Ltd.* 35,000 39,572 - - 35,000 39,572 Impala Platinum Holdings, Ltd. 1,500 52,024 1,500 52,024 Imperial Holdings, Ltd. 18,396 157,628 18,396 157,628 La Retail Stores, Ltd. 22,000 15,697 22,000 15,697 M Cell Warrants 43,200 237,962 43,200 237,962 Metro Cash and Carry, Ltd. 60,400 52,216 60,400 52,216 Metropolitan Life, Ltd. 70,000 88,769 70,000 88,769 Moneyweb Holdings, Ltd. 200,000 29,030 200,000 29,030 Mossie Holdings* 25 154,540 25 154,540 Naspers, Ltd. (N shares) 18,800 229,840 18,800 229,840 Old Mutual, Plc. 22,000 51,932 22,000 51,932 Prism Holdings, Ltd.* 17,900 22,459 17,900 22,459 Profurn, Ltd. 75,000 51,910 75,000 51,910 Rebhold, Ltd. 36,700 98,552 36,700 98,552 Rembrandt Group, Ltd. 11,900 105,608 11,900 105,608 Sanlam, Ltd. 80,500 102,357 80,500 102,357 Sappi, Ltd. 21,200 164,137 21,200 164,137 Standard Bank Investment 58,200 240,441 58,200 240,441 Tempora Investments, Ltd. 10,000 49,656 10,000 49,656 Woolworths Holdings, Ltd. 100,000 56,531 100,000 56,531 3,258,044 916,757 - 4,174,801 66.83% 66.8 CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND MARCH 31, 2000 (UNAUDITED) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES (CONT'D) UNITED KINGDOM - 0.0% African Lakes Corporation, Plc.* 127,141 228,736 (127,141) (228,736) Old Mutual, Plc.* 121,100 286,282 (121,100) (286,282) 515,018 (515,018) UNITED STATES - 0.0% African Church* 250,000 0 (250,000) 0 ZIMBABWE - 0.0% Econet Wireless Holdings, Ltd. 135,700 55,061 (135,700) (55,061) Total Equity Investments (Identified Cost $4,370,098) 5,128,279 916,757 - (1,870,235) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND MARCH 31, 2000 (UNAUDITED) CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE REPURCHASE AGREEMENTS - 2.8% PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL VALUE VALUE VALUE VALUE VALUE PNC Bank PNC Bank $175,000 at 4.85% (Agreement dated 3/28/00 to be repurchased at $175,165.03 on 4/4/00, collateralized by $175,000 Treasury Note, 5.75% due 4/30/03)(Value $179,124) $175,000 $175,000 $175,000 $175,000 2.80% Total Repurchase Agreements (Identified Cost $175,000 175,000 175,000 2.80% Total Investments 69.6% (Cost $4,545,098) 5,128,279 1,091,757 (1,870,235) 4,349,801 69.63% Other assets and liabilities, net 30.4% (34,219) 61,169 0 1,870,235 1,897,185 30.37% Total Net Assets - 100.0% $5,094,060 $1,152,926 $0 $0 # $6,246,986 100.00% * Non-income producing security as no dividends were paid during the period from April 1, 1999 to March 31, 2000. # Current holdings of the Calvert New Africa Fund and RISA Fund may not qualifyas "New South Africa Companies" pursuant to the investment policies of the Calvert South Afica Fund. See notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND PROFORMA PORTFOLIO OF INVESTMENTS MARCH 31, 2000 (UNAUDITED) CALVERT CALVERT NEW AFRICA THE RISA SOUTH AFRICA PROFORMA FUND FUND FUND ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES - 66.8% Botswana - 0.0% Sechaba Brewery 163,300 $161,863 (163,300) ($161,863) Sefalana Holdings Co. 105,300 106,548 (105,300) (106,548) 268,411 - - (268,411) Egypt - 0.0% Al-Ahram Beverages Co.* 4,800 85,920 (4,800) (85,920) Commercial International Co. 8,150 96,791 (8,150) (96,791) Egyptian Company for Mobile Service (MobiNil)* 5,000 241,894 (5,000) (241,894) Egyptian Starch & Glucose Manufacturing Co. 125 868 (125) (868) Media Productions Co.* 1,700 35,177 (1,700) (35,177) MISR Duty Free Shop Co. 13,675 39,974 (13,675) (39,974) Orascom Construction* 3,650 51,603 (3,650) (51,603) 552,227 - - (552,227) Ghana - 0.0% Ashanti Goldfields Limited (GDR)* 10,201 21,677 (10,201) (21,677) Guinness Ghana 339,900 81,002 (339,900) (81,002) Social Security Bank 218,700 106,800 (218,700) (106,800) 209,479 - - (209,479) Ivory Coast - 0.0% Societe National des Telecommunication 3,100 119,720 (3,100) (119,720) Kenya - 0.0% Kenya Power & Lighting Co. 71,734 84,336 (71,734) (84,336) Uchumi Supermarkets 114,192 65,983 (114,192) (65,983) 150,319 - - (150,319) CALVERT CALVERT NEW AFRICA THE RISA SOUTH AFRICA PROFORMA FUND FUND FUND ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES (CONT'D) South Africa - 66.8% Adcorp Holdings, Ltd. 8000 30,680 8,000 30,680 African Bank Investments, Ltd.* 14000 29,625 14,000 29,625 African Life Assurance Co., Ltd. 6200 36,234 6,200 36,234 Alexander Forbes, Ltd. 38,000 89,121 38,000 89,121 Anglo American Platnum 3,900 103,833 3,900 103,833 AngloGold, Ltd. 900 43,103 900 43,103 Avis Southern Africa, Ltd. - 17500 20,989 17,500 20,989 Billiton, Plc. 71,700 337,902 71,700 337,902 Capital Alliance Holdings, Ltd. 30,000 61,879 30,000 61,879 City Lodge Hotels 1 1 1 1 Comparex Holdings, Ltd. 25,000 44,499 25,000 44,499 DataTec, Ltd.* 10,600 188,142 2,500 44,308 13,100 232,450 De Beers Centenary 12,800 299,656 1,500 35,065 14,300 334,721 Dimension Data Holdings, Ltd. 34,779 310,246 6,000 53,262 40,779 363,508 FirstRand, Ltd. 205,300 248,163 205,300 248,163 Fusion Capital* 1,053,900 161,258 1,053,900 161,258 Gray Securities, Ltd. 95,000 27,578 95,000 27,578 Greenwich Group, Ltd. 31,400 8,396 31,400 8,396 Hosken Consolidated Investmens, Ltd.* 35,000 39,572 35,000 39,572 Impala Platinum Holdings, Ltd. 1,500 52,024 1,500 52,024 Imperial Holdings, Ltd. 18,396 157,628 18,396 157,628 La Retail Stores, Ltd. 22,000 15,697 22,000 15,697 M Cell Warrants 43,200 237,962 43,200 237,962 Metro Cash and Carry, Ltd. 60,400 52,216 60,400 52,216 Metropolitan Life, Ltd. 70,000 88,769 70,000 88,769 Moneyweb Holdings, Ltd. 200,000 29,030 200,000 29,030 Mossie Holdings* 25 154,540 25 154,540 Naspers, Ltd. (N shares) 18,800 229,840 18,800 229,840 Old Mutual, Plc. 22,000 51,932 22,000 51,932 Prism Holdings, Ltd.* 17,900 22,459 17,900 22,459 Profurn, Ltd. 75,000 51,910 75,000 51,910 Rebhold, Ltd. 36,700 98,552 36,700 98,552 Rembrandt Group, Ltd. 11,900 105,608 11,900 105,608 Sanlam, Ltd. 80,500 102,357 80,500 102,357 Sappi, Ltd. 21,200 164,137 21,200 164,137 Standard Bank Investment 58,200 240,441 58,200 240,441 Tempora Investments, Ltd. 10,000 49,656 10,000 49,656 Woolworths Holdings, Ltd. 100,000 56,531 100,000 56,531 3,258,044 916,757 4,174,801 66.83% CALVERT CALVERT NEW AFRICA THE RISA SOUTH AFRICA PROFORMA FUND FUND FUND ADJUSTMENTS TOTAL TOTAL SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE SHARES VALUE EQUITY SECURITIES (CONT'D) UNITED KINGDOM - 0.0% African Lakes Corporation, Plc.* 127,141 228,736 (127,141) (228,736) Old Mutual, Plc.* 121,100 286,282 (121,100) (286,282) 515,018 - - (515,018) UNITED STATES - 0.0% African Church* 250,000 0 (250,000) 0 ZIMBABWE - 0.0% Econet Wireless Holdings, Ltd. 135,700 55,061 (135,700) (55,061) Total Equity Investments (Identified Cost $4,370,098) 5,128,279 916,757 - (1,870,235) REPURCHASE AGREEMENTS - 2.8% PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL VALUE VALUE VALUE VALUE VALUE PNC Bank PNC Bank $175,000 at 4.85% (Agreement dated 3/28/00 to be repurchased at $175,165.03 on 4/4/00, collateralized by $175,000 Treasury Note, 5.75% due 4/30/03)(Value $179,124) $175,000 $175,000 $175,000 $175,000 2.80% Total Repurchase Agreements (Identified Cost $175,000) 175,000 175,000 2.80% Total Investments - 69.6% (Cost $4,545,098) 5,128,279 1,091,757 (1,870,235) 4,349,801 69.63% Other assets and liabilities, net - 30.4% (34,219) 61,169 0 1,870,235 1,897,185 30.37% Total Net Assets - 100.0% $5,094,060 $1,152,926 $0 $0 # $6,246,986 100.00% * Non-income producing security as no dividends were paid during the period from April 1, 1999 to March 31, 2000. # Current holdings of the Calvert New Africa Fund and RISA Fund may not qualify as "New South Africa Companies" pursuant to the investment policies of the Calvert South Africa Fund. See notes to Proforma Financial Statements. CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND NOTES TO PROFORMA FINANCIAL STATEMENTS MARCH 31, 2000 (UNAUDITED) NOTE A - SIGNIFICANT ACCOUNTING POLICIES General: The proforma schedule of statements of assets and liabilities gives the effect of the proposed combination of the Funds. The combination is accounted for as a tax-free merger of investment companies. The proforma statement of operations presents the operations of the Funds on a combined basis and is presented for information purposes only: however it is not necessarily representative of what the combined result of the Funds would have been had the combination occurred at the beginning of the fiscal year. The transaction would be accomplished by a transfer of all of the assets and the assumption of certain identified liabilities of the Calvert New Africa Fund and The RISA Fund in exchange for like shares of the Calvert South Africa Fund. Following the transfer, Calvert South Africa Fund shares will be distributed to the respective shareholders of the Calvert New Africa Fund and The RISA Fund in liquidation of both Calvert New Africa Fund and The RISA Fund and both of these Funds would then be dissolved. As a result of the proposed transaction, each shareholder of the Calvert New Africa Fund and The RISA Fund will receive that number of full and fractional Calvert South Africa Fund shares equal in value at the date of the exchange to the value of such shareholder's respective shares of the Calvert South Africa Fund. The RISA Fund constitutes the surviving entity for financial reporting purposes, therefore it is deemed the "accounting survivor" for the merger. Security Valuation: Securities listed or traded on a national securities exchange are valued at the last reported sale price. Unlisted securities and listed securities for which the last sale price is unavailable are valued at the most recent bid price or based on a yield equivalent obtained from the securities' market maker. Foreign security prices, furnished by quotation services in the securities local currency, are translated using the current U.S. dollar exchange rate. Other securities and assets for which market quotations are not available or deemed inappropriate are valued in good faith under the direction of the Board of Directors. In determining fair value, the Board considers all relevant qualitative and quantitative information available. These factors are subject to change over time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might be ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market of the investments existed, and the differences could be material. Security Transactions and Investment Income: Security transactions are accounted for on trade date. Realized gains and losses are recorded on an identified cost basis. Dividend income is recorded on the ex-dividend date or in the case of dividends on certain foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, accretion of discount and amortization of premium on recorded on an accrual basis. Foreign Currency Transactions: The Fund's accounting records are maintained in U.S. dollars. For valuation of assets and liabilities on each date of net asset value determination, foreign denominations are converted into U.S. dollars using the current exchange rate. Security transactions, income and expenses are translated at the prevailing rate of exchange of the date of the event. The effect of changes in foreign exchange rates on securities is included in the net realized and unrealized gain or loss on securities. Distributions to Shareholders: Distributions to shareholders are recorded by the Fund on ex-dividend date. Dividends from net investment income and distributions from net realized capital gains, if any, are paid at least annually. Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles; accordingly, periodic reclassifications are made within the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Expense Offset Arrangements: The Fund has an agreement with its custodian bank whereby the custodian's and transfer agent's fees may be paid indirectly by credits earned on the Fund's cash on deposit with the bank. Such a deposit arrangement is an alternative to overnight investments. Federal Income Taxes: No provision for federal income tax is required since the Fund intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute substantially all of its taxable earnings. NOTE B - RELATED PARTY TRANSACTIONS The Fund has entered into an Investment Advisory Agreement with Calvert Asset Management Company, Inc. Calvert Asset Management Company, Inc. (the "Advisor") is wholly-owned by Calvert Group, Ltd. ("Calvert"), which is indirectly wholly-owned by Ameritas Acacia Mutual Holding Company. The Advisor provides investment advisory services and pays the salaries and fees of officers and affiliated Directors of the Fund. For its services, the Advisor is entitled to receive an annual fee, payable monthly, of 1.05% of the Fund's average daily net assets. The Advisor will utilize the services of two Subadvisors, RISA Investment Advisers, LLC and African Harvest Proprietary Asset Managers Limited. The Advisor will pay each Subadvisor from its fee, 0.40% of the Fund's average daily net assets. The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The contractual expense cap is 2.25%. For the purpose of this expense limit, operating expenses do not include interest expense, brokerage, taxes, extraordinary expenses and capital items. The Fund has entered into an Administrative Services Agreement with Calvert Administrative Services Company. Calvert Administrative Services Company ("CASC"), an affiliate of the Advisor, provides administrative services to the Fund. CASC is entitled to receive an annual fee, payable monthly, of 0.20% of the Fund's average daily net assets. The Fund has entered into a Distribution Agreement with Calvert Distributors Inc. ("CDI"), an affiliate of the Advisor, and BOE Securities, Inc. ("BOE"). Pursuant to the Distribution Agreement, CDI and BOE are entitled to receive a combined fee of 0.25% of the Fund's average daily net assets. The Fund has entered into a Shareholder Servicing Agreement with Calvert Shareholder Services, Inc. Calvert Shareholder Services, Inc. ("CSSI"), an affiliate of the Advisor is the shareholder servicing agent of the Fund. National Financial Data Services, Inc. ("NFDS") is the transfer and dividend disbursing agent. For its services, CSSI is entitled to receive a fee of $3.91 per shareholder account and $0.45 per transaction. 1 CALVERT NEW AFRICA FUND THE RISA FUND CALVERT SOUTH AFRICA FUND NOTES TO PROFORMA FINANCIAL STATEMENTS SEPTEMBER 30, 2000 (UNAUDITED) NOTE A - SIGNIFICANT ACCOUNTING POLICIES General: The proforma schedule of statements of assets and liabilities gives the effect of the proposed combination of the Funds. The combination is accounted for as a tax-free merger of investment companies. The proforma statement of operations presents the operations of the Funds on a combined basis and is presented for information purposes only: however it is not necessarily representative of what the combined result of the Funds would have been had the combination occurred at the beginning of the fiscal year. The transaction would be accomplished by a transfer of all of the assets and the assumption of certain identified liabilities of the Calvert New Africa Fund and The RISA Fund in exchange for like shares of the Calvert South Africa Fund. Following the transfer, Calvert South Africa Fund shares will be distributed to the respective shareholders of the Calvert New Africa Fund and The RISA Fund in liquidation of both Calvert New Africa Fund and The RISA Fund and both of these Funds would then be dissolved. As a result of the proposed transaction, each shareholder of the Calvert New Africa Fund and The RISA Fund will receive that number of full and fractional Calvert South Africa Fund shares equal in value at the date of the exchange to the value of such shareholder's respective shares of the Calvert South Africa Fund. The RISA Fund constitutes the surviving entity for financial reporting purposes, therefore it is deemed the "accounting survivor" for the merger. Security Valuation: Securities listed or traded on a national securities exchange are valued at the last reported sale price. Unlisted securities and listed securities for which the last sale price is unavailable are valued at the most recent bid price or based on a yield equivalent obtained from the securities' market maker. Foreign security prices, furnished by quotation services in the securities local currency, are translated using the current U.S. dollar exchange rate. Other securities and assets for which market quotations are not available or deemed inappropriate are valued in good faith under the direction of the Board of Directors. In determining fair value, the Board considers all relevant qualitative and quantitative information available. These factors are subject to change over time and are reviewed periodically. The values assigned to fair value investments are based on available information and do not necessarily represent amounts that might be ultimately be realized, since such amounts depend on future developments inherent in long-term investments. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market of the investments existed, and the differences could be material. Security Transactions and Investment Income: Security transactions are accounted for on trade date. Realized gains and losses are recorded on an identified cost basis. Dividend income is recorded on the ex-dividend date or in the case of dividends on certain foreign securities, as soon as the Fund is informed of the ex-dividend date. Interest income, accretion of discount and amortization of premium on recorded on an accrual basis. Foreign Currency Transactions: The Fund's accounting records are maintained in U.S. dollars. For valuation of assets and liabilities on each date of net asset value determination, foreign denominations are converted into U.S. dollars using the current exchange rate. Security transactions, income and expenses are translated at the prevailing rate of exchange of the date of the event. The effect of changes in foreign exchange rates on securities is included in the net realized and unrealized gain or loss on securities. Distributions to Shareholders: Distributions to shareholders are recorded by the Fund on ex-dividend date. Dividends from net investment income and distributions from net realized capital gains, if any, are paid at least annually. Distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles; accordingly, periodic reclassifications are made within the Fund's capital accounts to reflect income and gains available for distribution under income tax regulations. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Expense Offset Arrangements: The Fund has an agreement with its custodian bank whereby the custodian's and transfer agent's fees may be paid indirectly by credits earned on the Fund's cash on deposit with the bank. Such a deposit arrangement is an alternative to overnight investments. Federal Income Taxes: No provision for federal income tax is required since the Fund intends to qualify as a regulated investment company under the Internal Revenue Code and to distribute substantially all of its taxable earnings. NOTE B - RELATED PARTY TRANSACTIONS The Fund has entered into an Investment Advisory Agreement with Calvert Asset Management Company, Inc. Calvert Asset Management Company, Inc. (the "Advisor") is wholly-owned by Calvert Group, Ltd. ("Calvert"), which is indirectly wholly-owned by Ameritas Acacia Mutual Holding Company. The Advisor provides investment advisory services and pays the salaries and fees of officers and affiliated Directors of the Fund. For its services, the Advisor is entitled to receive an annual fee, payable monthly, of 1.05% of the Fund's average daily net assets. The Advisor will utilize the services of two Subadvisors, RISA Investment Advisers, LLC and African Harvest Proprietary Asset Managers Limited. The Advisor will pay each Subadvisor from its fee, 0.40% of the Fund's average daily net assets. The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The contractual expense cap is 2.25%. For the purpose of this expense limit, operating expenses do not include interest expense, brokerage, taxes, extraordinary expenses and capital items. The Fund has entered into an Administrative Services Agreement with Calvert Administrative Services Company. Calvert Administrative Services Company ("CASC"), an affiliate of the Advisor, provides administrative services to the Fund. CASC is entitled to receive an annual fee, payable monthly, of 0.20% of the Fund's average daily net assets. The Fund has entered into a Distribution Agreement with Calvert Distributors Inc. ("CDI"), an affiliate of the Advisor, and BOE Securities, Inc. ("BOE"). Pursuant to the Distribution Agreement, CDI and BOE are entitled to receive a combined fee of 0.25% of the Fund's average daily net assets. The Fund has entered into a Shareholder Servicing Agreement with Calvert Shareholder Services, Inc. Calvert Shareholder Services, Inc. ("CSSI"), an affiliate of the Advisor is the shareholder servicing agent of the Fund. National Financial Data Services, Inc. ("NFDS") is the transfer and dividend disbursing agent. For its services, CSSI is entitled to receive a fee of $3.91 per shareholder account and $0.45 per transaction. 1 NOTES TO PORTFOLIO ADJUSTMENTS 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To eliminate costs not expected to be incurred for the upcoming fiscal year. 3 To reflect an Administrative Service Fee of 0.20% of the Fund's average daily net assets. 4 To reflect the expected Transfer Agency fees for the new Fund. 5 To reflect the Distribution Plan Expenses of 0.25% of the Fund's average daily net assets and to eliminate Calvert New Africa Fund's Class B & C amounts. 6 To reflect Insurance Costs expected to be incurred for the new Fund. Insurance Expenses for the new Fund are categorized in the miscellaneous expense caption. 7 To reflect the expected Director's fees and expenses for the new Fund. The fee is based upon four independent "disinterested" directors receiving a $5,000 annual retainer fee that is allocated to each of the funds in the series served. 8 To reflect the Accounting Fees expected to be incurred in the new Fund. The RISA Fund had an arrangement with its service provider that charged an annual rate of .135% of the Fund's average daily net assets, or a minimum fee of $114,000, whichever was greater. For the period of October 1, 1999 (commencement of operations) through March 31, 2000, the service provider's minimum fee was $52,250, of which $40,589 was waived. 9 To reflect the expected custodian fees for the new Fund. The Fund has an agreement with its custodian bank whereby the custodian's and transfer agent's fees may be paid indirectly by credits earned on the Fund's cash on deposit with the bank. Such a deposit arrangement is an alternative to overnight investments. 10 To reflect the expected Professional Fees for the new Fund. Audit fees for new funds are limited to $6,000 for the first year. 11 To eliminate Organization and Offering Expenses not applicable to the new Fund. These costs have been completely amortized. 12 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The contractual expense cap is 2.25%. For the purpose of this expense limit, operating expenses do not include interest expense, brokerage, taxes, extraordinary expenses and capital items. 13 Proforma adjustments required to reflect the estimated expenses expected to be incurred for the upcoming fiscal year. 1 NOTES TO PORTFOLIO ADJUSTMENTS 1 To reflect the change in Investment Advisory Fees. The Fund's advisory agreement provides for the Fund to pay the Advisor a fee of 1.05% of the Fund's average daily net assets. 2 To eliminate costs not expected to be incurred for the upcoming fiscal year. 3 To reflect an Administrative Service Fee of 0.20% of the Fund's average daily net assets. 4 To reflect the expected Transfer Agency fees for the new Fund. 5 To reflect the Distribution Plan Expenses of 0.25% of the Fund's average daily net assets and to eliminate Calvert New Africa Fund's Class B & C amounts. 6 To reflect Insurance Costs expected to be incurred for the new Fund. Insurance Expenses for the new Fund are categorized in the miscellaneous expense caption. 7 To reflect the expected Director's fees and expenses for the new Fund. The fee is based upon four independent "disinterested" directors receiving a $5,000 annual retainer fee that is allocated to each of the funds in the series served. 8 To reflect the Accounting Fees expected to be incurred in the new Fund. The RISA Fund had an arrangement with its service provider that charged an annual rate of .135% of the Fund's average daily net assets, or a minimum fee of $114,000, whichever was greater. For the period of October 1, 1999 (commencement of operations) through September 30, 2000, $74,100 of these fees have been waived. 9 To reflect the expected custodian fees for the new Fund. The Fund has an agreement with its custodian bank whereby the custodian's and transfer agent's fees may be paid indirectly by credits earned on the Fund's cash on deposit with the bank. Such a deposit arrangement is an alternative to overnight investments. 10 To reflect the expected Professional Fees for the new Fund. Audit fees for new funds are limited to $6,000 for the first year. 11 To eliminate Organization and Offering Expenses not applicable to the new Fund. These costs have been completely amortized. 12 The Advisor has agreed to limit annual fund operating expenses (net of expense offset arrangements) through September 30, 2002. The contractual expense cap is 2.25%. For the purpose of this expense limit, operating expenses do not include interest expense, brokerage, taxes, extraordinary expenses and capital items. 13 Proforma adjustments required to reflect the estimated expenses expected to be incurred for the upcoming fiscal year. PART C. OTHER INFORMATION Item 15. Indemnification Registrant's By-Laws, Exhibit 2 of this Registration Statement, provides, in summary, that officers and directors 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, trustee, employee or agent against any liabilities arising from such status. In this regard, Registrant will maintain a Directors & Officers (Partners) Liability Insurance Policy with Chubb Group of Insurance Companies, 15 Mountain View Road, Warren, New Jersey 07061, providing Registrant with $5 million in directors and officers liability coverage, plus $5 million in excess directors and officers liability coverage for the independent trustees/directors only. Registrant also maintains an $9 million Investment Company Blanket Bond issued by ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont, 05402. Item 16. Exhibits 1. Articles of Incorporation filed herewith. 2. By-Laws filed herewith. 3. Inapplicable. 4. Agreement and Plan of Reorganization filed as Exhibit A to the Form N-14 filed herewith. 5. Specimen Stock Certificate (inapplicable). 6. Investment Advisory Agreement filed herewith. Draft Investment Sub-advisory Agreement filed herewith. 7. Underwriting Agreement filed herewith. 8. Directors' Deferred Compensation Agreement filed herewith. 9. Custodial Contract filed herewith. 10. Plan of Distribution filed herewith. 11. Draft Opinion of Counsel, filed herewith. 12. Draft Opinion and Consent of Counsel on Tax Matters, filed herewith. 13. Transfer Agency Contract filed herewith. 14. Draft Consent of Independent Auditors, filed herewith 15. Inapplicable. 16. Copies of Power of Attorney Forms filed herewith. 17. (a) Code of Ethics filed herewith. (b) 18F-3 Multiple Class Plan filed herewith. Item 17. Undertakings: The undersigned registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act of 1933, the reoccurring prospectus will contain the information called for by the applicable registration form for re offerings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. The undersigned registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on behalf of the Registrant by the undersigned, thereto duly authorized in the City of Bethesda, and the State of Maryland on the @1st day of December, 2000. CALVERT IMPACT FUND, INC. by: /s/ Barbara J. Krumsiek Barbara J. Krumsiek, President SIGNATURES Pursuant to the requirement of the Securities Act of 1933, this Registration Statement for Calvert Impact Fund, Inc. has been signed below by the following persons in the capacities indicated on December 19, 2000. ** Director 12/19/00 Rebecca L. Adamson ** Director 12/19/00 Miles Douglas Harper, III ** Director 12/19/00 Joy V. Jones ** Director 12/19/00 Barbara J. Krumsiek ** Director 12/19/00 D. Wayne Silby ** Signed by Ivy Wafford Duke pursuant to power of attorney. /s/Ivy Wafford Duke EX-1 2 0002.txt ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF CALVERT IMPACT FUND, INC. ARTICLE I THE UNDERSIGNED, Jennifer P. Streaks, Esq., whose business address is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, and who is at least 18 years of age, does hereby form a corporation under the laws of the State of Maryland. ARTICLE II Name The name of the Corporation is CALVERT IMPACT 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 The street address of the principal office of the Corporation in the State of Maryland is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814. ARTICLE V Resident Agent The resident agent of the Corporation is William M. Tartikoff, Esq., whose business address is 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814. ARTICLE VI 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 Large Cap Growth 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). ARTICLE VII Directors Initially, the Corporation will have two directors. The number of directors of the corporation may be increased or decreased pursuant to the bylaws of the corporation, and so long as there are less than three (3) stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. The names of the directors who shall act until the first meeting or until their successors are duly chosen and qualified are Barbara J. Krumsiek and William M. Tartikoff. 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, I have signed these Articles of Incorporation and acknowledge the same to be my act. CALVERT IMPACT FUND, INC. Acknowledgment: Jennifer P. Streaks, Esq. Incorporator Date: August 25, 2000 I hereby consent to my designation in this document as resident agent for this corporation. Acknowledgment: William M. Tartikoff, Esq. Resident Agent Return to: Jennifer P. Streaks Calvert Group Legal Department 4550 Montgomery Avenue Suite 1000N Bethesda, Maryland 20814 EX-2 3 0003.txt BY-LAWS BY-LAWS OF CALVERT IMPACT FUND, INC. August 25, 2000 ARTICLE 1 Articles of Incorporation and Principal Office 1.1 Articles of Incorporation. These By-laws are subject to the Articles of Incorporation, as from time to time in effect, of Calvert Impact Fund, Inc. 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, suite 1000N, Bethesda, Maryland, 20814. ARTICLE 2 Meetings of Directors 2.1 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. 2.2 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. 2.3 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. 2.4 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. 2.5 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. 2.6 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. 2.7 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 Fund will be a Chairman of the Directors, a President, a Controller, a Secretary and such other officers, including Vice Presidents and Assistant Secretaries, if any, as the Directors from time to time may in their discretion elect. The Fund may also have such agents as the Directors from time to time in their discretion may appoint. The Chairman of the Directors will be a Director and may but need not be a shareholder; and any other officer may be but none need be a Director or shareholder. Any two or more offices may be held by the same person. 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 or appointed by the Directors at any time. Vacancies in any office may be filled at any time. 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. Each other officer will hold office and each agent will retain authority at the pleasure of the Directors. 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 Fund and, subject to the Directors, will have general supervision over the business and policies of the Fund. 3.6 Controller. The Controller will be the chief financial and accounting officer of the Fund, 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 Fund, 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 Fund. 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 Fund, 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 Fund will consist of a flat-faced die with the word "Maryland," together with the name of the Fund 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 Fund. 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 Fund. 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 Fund 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. The Directors may at any time authorize the issuance of share certificates. In that event, each shareholder of any series will be entitled to a certificate stating the number of shares of any series owned by him or her, in such form as will be prescribed from time to time by the Directors. Such certificates will be signed by the President or a Vice President and by the Controller or Assistant Controller of the Fund. Such signatures may be facsimiles if the certificate is signed by a transfer agent, or by a registrar, other than a Director, officer or employee of the Fund. 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 Fund 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. 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 Fund for cancellation. Such surrender and cancellation will not affect the ownership of shares in the Fund. ARTICLE 9 Custody of Securities and Cash 9.1 Employment of a Custodian. The Fund 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 Fund 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 10% 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 10% of the shares then outstanding of the Fund pertaining to any series, or if the Directors will fail to call or give notice of any meeting of shareholders for a period of 30 days after such application, then shareholders holding at least 10% of the shares then outstanding of the Fund pertaining to any series may call and give notice of such meeting. 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, at least 15 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 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. EX-6 4 0004.txt ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT INVESTMENT ADVISORY AGREEMENT, made this 31st day of October, 2000, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware corporation having its principal place of business in Bethesda, Maryland (the "Advisor"), and CALVERT IMPACT FUND, INC., a Maryland corporation (the "Corporation"), both having their principal place of business at 4550 Montgomery Avenue, Bethesda, Maryland. WHEREAS, the Corporation is registered 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, offering separate series (each a "Fund"), 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 is an investment advisor registered under the Investment Advisers Act of 1940, as amended, and is engaged in the business of rendering management, and investment advisory services to investment companies and desires to provide such services to the 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, as shown on Schedule A, and 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 assume the obligations in return for the compensation provided herein. 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 the social screening criteria as stated in the registration statement, 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 set forth in the Corporation's current registration statements under the 1940 Act and the 1933 Act. 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 screening investments to determine that they meet the Fund's social investment screening criteria, 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 Corporation shall pay to the Advisor within ten (10) days after the last day of each calendar month a fee equal on an annualized basis as shown on Schedule A. Any amendment to the Schedule pertaining to any new or existing series/Fund shall not be deemed to affect the interest of any other series/Fund and shall not require the approval of the shareholders of any other series/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 Corporation's net assets shall be computed by the same method as the Corporation uses to compute the value of its net assets in connection with the determination of the net asset value of Corporation shares. c. The Advisor reserves the right (i) to waive all or part of its fee and assume expenses of the series/Fund and (ii) to make payments to brokers and dealers in consideration of their promotional or administrative services. 5. Activities of the Advisor. The services of the Advisor to the 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, 2001, 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 IMPACT FUND, INC. By: /s/ William M. Tartikoff Title: Vice President Calvert Asset Management Company, INC. By: /s/ Ronald M. Wolfsheimer Title: Senior Vice President Schedule to the Investment Advisory Agreement between Calvert Impact Fund, Inc. and Calvert Asset Management Company, Inc. As compensation pursuant to Section 4 of the Investment Advisory Agreement between Calvert Asset Management Company, Inc. (the "Advisor") and Calvert Impact Fund, Inc., dated October 31, 2000, with respect to each portfolio of Calvert Impact Fund, Inc., the Advisor is entitled to receive from each Portfolio an annual advisory fee (the "Fee") as shown below. The Fee shall be computed daily and payable monthly, based on the average daily net assets of the respective Portfolio. 1. Calvert Large Cap Growth Fund 0.25% 2. Calvert South Africa Fund 0.25% Adopted October 31, 2000 Revised March __, 2001 EX-6.2 5 0005.txt SUBADVISORY AGREEMENT INVESTMENT SUBADVISORY AGREEMENT INVESTMENT SUBADVISORY AGREEMENT, made this ___ day of March, 2001, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware corporation registered as an investment advisor under the Investment Advisers Act of 1940 (the "Advisor"), and RISA Investment ADvisErs, LLC, a ______________ corporation (the "Subadvisor"). WHEREAS, the Advisor is the investment advisor to the Calvert Impact Fund, Inc. an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Advisor desires to retain the Subadvisor to furnish it with certain investment advisory services in connection with the Advisor's investment advisory activities on behalf of the Calvert South Africa Fund series of Calvert Impact Fund, Inc. and any additional series thereof, for which Schedules are attached hereto (each such series referred to individually as 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 Fund's 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(b) of this Agreement, and will place all orders for the purchase and sale of portfolio securities. The Subadvisor will for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Advisor in any way or otherwise be deemed an agent of the Fund or the Advisor. In the performance of its duties, the Subadvisor will act in the best interests of the Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act, and Subchapter M of the Internal Revenue Code of 1986, as amended, (ii) the terms of this Agreement, (iii) the Fund's Articles of Incorporation, Bylaws and Registration Statement as from time to time amended, (iv) relevant undertakings provided to State securities regulators, (v) the stated investment objective, policies and restrictions of the Fund, and (vi) such other guidelines as the Directors or Advisor may establish. The Advisor shall be responsible for providing the Subadvisor with current copies of the materials specified in Subsections (a)(iii), (iv), (v) and (vi) of this Section 1. (b) Social Screening. The Subadvisor is responsible for oversight of the screening by African Harvest Asset Managers Limited of those investments subject to social screening ("Securities") to determine that the Securities meet the Fund's social investment criteria, as may be amended from time to time by the Directors. (c) 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. (d) 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. (e) 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. (f) 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. (g) Executing Portfolio Transactions. i) Brokerage Unless otherwise specified in writing to the Subadvisor by the Fund or the Advisor, 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; provided, however, that the Subadvisor determines in good faith that such amount of commission is reasonable in relation to the value of research, statistical, brokerage and other services provided by the broker. 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. (h) Voting Proxies. The Subadvisor agrees to take appropriate action (which may include voting) on all proxies for the Fund's portfolio investments in a timely manner. Such action is subject to the direction of the Directors and Advisor and will be consistent with the social screens and criteria governing investment selection for the Fund. (i) Furnishing Information for the Fund's Proxies. The Subadvisor agrees to provide the Advisor in a timely manner with all information necessary, including the Subadvisor's certified balance sheet and information concerning the Subadvisor's controlling persons, for preparation of the Fund's proxy statements, as may be needed from time to time. 2. Books and Records. a) In connection with the purchase and sale of the Fund's portfolio securities, the Subadvisor shall arrange for the transmission to the Fund's custodian, and/or the Advisor on a daily basis, of such confirmations, trade tickets or other documentation as may be necessary to enable the Advisor to perform its accounting and administrative responsibilities with respect to the management of the Fund. b) Pursuant to Rule 31a-3 under the 1940 Act, Rule 204-2 under the Investment Advisers Act of 1940 and any other laws, rules or regulations regarding recordkeeping, the Subadvisor agrees that: (i) all records it maintains for the Fund are the property of the Fund; (ii) it will surrender promptly to the Fund or Advisor any such records upon the Fund's or Advisor's request; (iii) it will maintain for the Fund the records that the Fund is required to maintain under Rule 31a-1(b) insofar as such records relate to the investment affairs of the Fund for which the Subadvisor has responsibility under this Agreement; (iv) it will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Fund; and (v) the Fund or Advisor will provide the Subadvisor with a copy of any records removed pursuant to Subsection (ii) by the Fund or Advisor from the location of the Subadvisor. c) The Subadvisor represents that it has adopted a suitable Code of Ethics that covers its activities with respect to its services to the Fund. 3. Exclusivity. Each party and its affiliates may have advisory, management service or other agreements with other organizations and persons, and may have other interests and businesses; provided, however, that during the term of this Agreement, the Subadvisor will not provide investment advisory services ("Services") to any other investment company registered under the 1940 Act ("Mutual Fund") investing in socially screened securities. 4. Compensation. The Fund will pay to the Subadvisor as compensation for the Subadvisor's services rendered pursuant to this Agreement an annual Subadvisory fee as specified in one or more Schedules attached hereto and made part of this Agreement. Such fees shall be paid by the 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 Impact 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 Impact 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 Impact 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 South Africa Fund may at any time terminate this Agreement without penalty with respect to any or all Funds by providing not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and the Subadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Calvert Impact Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a series unless, by December 31, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Directors of Calvert Impact Fund 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 Impact Fund, 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 Fund may at any time terminate this Agreement 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 Fund and/or 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. Use of Names. (a) The Subadvisor shall not use the names of Calvert Group, its affiliates, or the Fund in any sales literature or other material relating to the Subadvisor in any manner without prior approval by the Advisor; provided, however, that the Advisor shall approve all uses of its name that merely refer in accurate terms to its appointment under this Agreement or that are required by the SEC or a State Securities Commission; and, provided, further, that in no event will approval be unreasonably withheld. (b) The Advisor shall not use the names of RISA or its affiliates in any sales literature or other material relating to the Advisor in any manner without prior approval by the Subadvisor; provided, however, that the Subadvisor shall approve all uses of its name (and accompanying logo) that merely refer in accurate terms to its appointment under this Agreement or that are required by the SEC or a State Securities Commission; and, provided, further, that in no event will approval be unreasonably withheld. (c) The Subadvisor shall provide the Advisor with an advance copy of any sales literature and other material, or other communication to the public (or a segment thereof) to be used by or on behalf of the Subadvisor with respect to the Fund for the Advisor's prior review and approval. 9. 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. 10. Indemnification. The Subadvisor shall indemnify and hold harmless the Advisor, the Fund and their respective directors, 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, 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. 11. 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. 12. Miscellaneous. Notices of any kind to be given to a party hereunder shall be in writing and shall be duly given if mailed, delivered or communicated by answer back facsimile transmission to such party at the address set forth below, attention President, or at such other address or to such other person as a party may from time to time specify. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, and have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. Witness: CALVERT ASSET MANAGEMENT COMPANY, INC. BY:_______________________ BY:______________________________________ Witness: RISA Investment ADvisErs, LLC BY:________________________ BY:_______________________________________ Schedule to the Investment Subadvisory Agreement between Calvert Asset Management Company, Inc. and RISA Investment Advisers, LLC As compensation pursuant to Section 4 of the Subadvisory Agreement between Calvert Asset Management Company, Inc. and RISA Investment Advisers, LLC (the "Subadvisor"), the Fund shall pay the Subadvisor an annual subadvisory fee of 0.40% of the Calvert South Africa Fund's average daily net assets. EX-6.3 6 0006.txt SUBADVISORY AGREEMENT 4 INVESTMENT SUBADVISORY AGREEMENT INVESTMENT SUBADVISORY AGREEMENT, made this ___ day of March, 2001, by and between CALVERT ASSET MANAGEMENT COMPANY, INC., a Delaware corporation registered as an investment advisor under the Investment Advisers Act of 1940 (the "Advisor"), and African Harvest Asset Managers LIMITED, a ______________ corporation (the "Subadvisor"). WHEREAS, the Advisor is the investment advisor to the Calvert Impact Fund, Inc. an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and WHEREAS, the Advisor desires to retain the Subadvisor to furnish it with certain investment advisory services in connection with the Advisor's investment advisory activities on behalf of the Calvert South Africa Fund series of Calvert Impact Fund, Inc. and any additional series thereof, for which Schedules are attached hereto (each such series referred to individually as 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 Fund's 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(b) of this Agreement, and will place all orders for the purchase and sale of portfolio securities. The Subadvisor will for all purposes herein be deemed to be an independent contractor and shall, except as expressly provided or authorized, have no authority to act for or represent the Fund or the Advisor in any way or otherwise be deemed an agent of the Fund or the Advisor. In the performance of its duties, the Subadvisor will act in the best interests of the Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act, and Subchapter M of the Internal Revenue Code of 1986, as amended, (ii) the terms of this Agreement, (iii) the Fund's Articles of Incorporation, Bylaws and Registration Statement as from time to time amended, (iv) relevant undertakings provided to State securities regulators, (v) the stated investment objective, policies and restrictions of the Fund, and (vi) such other guidelines as the Directors or Advisor may establish. The Advisor shall be responsible for providing the Subadvisor with current copies of the materials specified in Subsections (a)(iii), (iv), (v) and (vi) of this Section 1. (b) Social Screening. The Subadvisor is responsible for screening those investments subject to social screening ("Securities") to determine that the Securities meet the Fund's social investment criteria, as may be amended from time to time by the Directors. The Subadvisor will buy only those Securities which have been determined to pass the Fund's social screens. (c) 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. (d) 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. (e) 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. (f) 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. (g) 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. (h) Voting Proxies. The Subadvisor agrees to take appropriate action (which may include voting) on all proxies for the Fund's portfolio investments in a timely manner. Such action is subject to the direction of the Directors and Advisor and will be consistent with the social screens and criteria governing investment selection for the Fund. (i) Furnishing Information for the Fund's Proxies. The Subadvisor agrees to provide the Advisor in a timely manner with all information necessary, including the Subadvisor's certified balance sheet and information concerning the Subadvisor's controlling persons, for preparation of the Fund's proxy statements, as may be needed from time to time. 2. Books and Records. a) In connection with the purchase and sale of the Fund's portfolio securities, the Subadvisor shall arrange for the transmission to the Fund's custodian, and/or the Advisor on a daily basis, of such confirmations, trade tickets or other documentation as may be necessary to enable the Advisor to perform its accounting and administrative responsibilities with respect to the management of the Fund. b) Pursuant to Rule 31a-3 under the 1940 Act, Rule 204-2 under the Investment Advisers Act of 1940 and any other laws, rules or regulations regarding recordkeeping, the Subadvisor agrees that: (i) all records it maintains for the Fund are the property of the Fund; (ii) it will surrender promptly to the Fund or Advisor any such records upon the Fund's or Advisor's request; (iii) it will maintain for the Fund the records that the Fund is required to maintain under Rule 31a-1(b) insofar as such records relate to the investment affairs of the Fund for which the Subadvisor has responsibility under this Agreement; (iv) it will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records it maintains for the Fund; and (v) the Fund or Advisor will provide the Subadvisor with a copy of any records removed by the Fund or Advisor from the location of the Subadvisor. c) The Subadvisor represents that it has adopted a suitable Code of Ethics that covers its activities with respect to its services to the Fund. 3. Exclusivity. Each party and its affiliates may have advisory, management service or other agreements with other organizations and persons, and may have other interests and businesses; provided, however, that during the term of this Agreement, the Subadvisor will not provide investment advisory services ("Services") to any other investment company registered under the 1940 Act ("Mutual Fund") investing in socially screened securities. 4. Compensation. The Fund will pay to the Subadvisor as compensation for the Subadvisor's services rendered pursuant to this Agreement an annual Subadvisory fee as specified in one or more Schedules attached hereto and made part of this Agreement. Such fees shall be paid by the 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 Impact 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 Impact 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 Impact 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 South Africa Fund may at any time terminate this Agreement without penalty with respect to any or all Funds by providing not less than 60 days' written notice delivered or mailed by registered mail, postage prepaid, to the Advisor and the Subadvisor. Such termination can be authorized by the affirmative vote of a majority of the (i) Directors of Calvert Impact Fund or (ii) outstanding voting securities of the applicable series. (b) This Agreement will terminate automatically with respect to a series unless, by December 31, 2002, and at least annually thereafter, the continuance of the Agreement is specifically approved by (i) the Directors of Calvert Impact Fund 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 Impact Fund, 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 Fund may at any time terminate this Agreement 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 Fund and/or 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. Use of Names. (a) The Subadvisor shall not use the names of Calvert Group, its affiliates, or the Fund in any sales literature or other material relating to the Subadvisor in any manner without prior approval by the Advisor; provided, however, that the Advisor shall approve all uses of its name that merely refer in accurate terms to its appointment under this Agreement or that are required by the SEC or a State Securities Commission; and, provided, further, that in no event will approval be unreasonably withheld. (b) The Advisor shall not use the names of the Subadvisor or its affiliates in any sales literature or other material relating to the Advisor in any manner without prior approval by the Subadvisor; provided, however, that the Subadvisor shall approve all uses of its name (and accompanying logo) that merely refer in accurate terms to its appointment under this Agreement or that are required by the SEC or a State Securities Commission; and, provided, further, that in no event will approval be unreasonably withheld. (c) The Subadvisor shall provide the Advisor with an advance copy of any sales literature and other material, or other communication to the public (or a segment thereof) to be used by or on behalf of the Subadvisor with respect to the Fund for the Advisor's prior review and approval. 9. 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. 10. Indemnification. The Subadvisor shall indemnify and hold harmless the Advisor, the Fund and their respective directors, 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, 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. 11. 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. 12. Miscellaneous. Notices of any kind to be given to a party hereunder shall be in writing and shall be duly given if mailed, delivered or communicated by answer back facsimile transmission to such party at the address set forth below, attention President, or at such other address or to such other person as a party may from time to time specify. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. The captions in this Agreement are included for convenience only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. IN WITNESS WHEREOF, and have each caused this instrument to be signed in duplicate on its behalf by its duly authorized representative, all as of the day and year first above written. Witness: CALVERT ASSET MANAGEMENT COMPANY, INC. BY:_______________________ BY:______________________________________ Witness: African Harvest Asset Managers LIMITED BY:________________________ BY:_______________________________________ Schedule to the Investment Subadvisory Agreement between Calvert Asset Management Company, Inc. and African Harvest Asset Managers Limited As compensation pursuant to Section 4 of the Subadvisory Agreement between Calvert Asset Management Company, Inc. and African Harvest Asset Managers Limited (the "Subadvisor"), the Fund shall pay the Subadvisor an annual subadvisory fee of 0.40% of the Calvert South Africa Fund's average daily net assets. EX-7 7 0007.txt UNDERWRITING AGREEMENT 3 DISTRIBUTION AGREEMENT This DISTRIBUTION AGREEMENT, dated as of March ___, 2001 among CALVERT IMPACT FUND, INC. (the "Fund"), CALVERT DISTRIBUTORS, INC., a Delaware corporation and BOE SECURITIES, INC., a _________________ corporation (each a "Distributor," together, the "Distributors"). WHEREAS, the 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, Calvert South Africa Fund, (the "Series"), for sale to the public under the Securities Act of 1933 (the "1933 Act") and various state securities laws; WHEREAS, the Fund wishes to retain each Distributor as the principal co-underwriters 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, each Distributor is willing to act as principal co-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. The Fund hereby appoints each Distributor as principal co-underwriter in connection with the offer and sale of its Shares. The Distributor shall, as agent for the 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 each Distributor may sell no Shares pursuant to this Agreement until each Distributor is notified that the Fund's Registration Statement under the 1933 Act, authorizing the sale of such Shares through each 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 the 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. The Fund shall furnish each 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 each Distributor's services as distributor for the Class A Shares of the Fund, the Fund may pay to each Distributor the Distribution Fee as set forth in Schedule I to this Agreement that is payable pursuant to the Fund's Distribution Plan. ii. Class B. In consideration of each Distributor's services as distributor for the Class B Shares of the Fund, the Fund shall pay to each Distributor (or its designee or transferee) the Distributor's Allocable Portion of the Distribution Fee; (as set forth in Schedule I to this Agreement) that is payable pursuant to the Fund's Distribution Plan in respect of the Class B Shares of the Fund. For purposes of this Agreement, each Distributor's "Allocable Portion" of the Distribution Fee shall be 50% of such Distribution Fee unless or until the Fund uses a principal underwriter other than either Distributor and thereafter the Allocable Portion shall be the portion of the Distribution Fee attributable to (i) Class B Shares of the Fund sold by each 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 each 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 each Distributor's Allocable Portion themselves constituted a separate class of shares of the Fund. The services rendered by each Distributor for which each 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 each Distributor's Allocable Portion. Notwithstanding anything to the contrary in this Agreement, each 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 the 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, the Fund's obligation to pay the Distribution Fee to each 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 the Fund of its right separately to pursue any claims it may have against each 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 each Distributor. iii. Class C. In consideration of each Distributor's services as distributor for the Class C Shares of the Fund, the Fund shall pay to each Distributor their portion of the Distribution Fee as set forth in Schedule I to this Agreement that is payable pursuant to the Fund's Distribution Plan. b. Service Fee. As additional compensation, for Class A, Class B, Class C and Class I Shares of the Series, the Fund shall pay each Distributor a service fee (as that term is defined by the National Association of Securities Dealers, Inc. ("NASD")) as set forth in Schedule II 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 each Distributor under this Agreement, each Distributor may, in conformity with the terms and conditions set forth in the then current Prospectus of the 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 each 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 A, 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, each Distributor shall be paid such contingent deferred sales charges in respect of Class B Shares taken into account in computing each Distributor's Allocable Portion of the Distribution Fee notwithstanding the Distributor's termination as principal underwriter of the Class B shares of the 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, the Fund's obligation to remit such contingent deferred sales charges to each 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 the Fund of its right separately to pursue any claims it may have against each Distributor and to enforce such claims against any assets (other than each Distributor's right to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of each 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 each 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 each 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 each Distributor. 5. Changes in Computation of Fee, etc. As long as the Class B Distribution Plan is in effect, the 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 the 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 the 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 the Fund as part of the Registration Statement. 7. Each 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, each 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 each Distributor by the Fund. The Fund shall not be responsible in any way for any other information, statements or representations given or made by each Distributor, other broker-dealers, or the representatives or agents of each 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 Fund shall bear none of the expenses of each Distributor in connection with its offer and sale of the Shares. 8. The 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. The 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 the Fund. 9. The Fund agrees to indemnify, defend and hold each Distributor, its several officers and directors, and any person who controls each 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 each 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 each Distributor against any liability to the Fund or its shareholders to which each 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. Each Distributor agrees to indemnify, defend and hold the Fund, its several officers and directors, and any person who controls the 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 the 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 each Distributor to the Fund 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. The Fund reserves the right at any time to withdraw all offerings of the Shares by written notice to each Distributor at its principal office. 12. Each Distributor is an independent contractor and shall be agent for the Fund only in respect to the offer, sale and redemption of that Fund's Shares. 13. The services of each Distributor to the Fund under this Agreement are not to be deemed exclusive, and each Distributor shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby. 14. Each 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 the Fund's Declaration of Trust. The Distributor agrees that the obligations of the Fund hereunder in any case shall be limited to such Fund and to its assets and that each Distributor shall not seek satisfaction of any such obligation from the shareholders of such the Fund nor from any Trustee, officer, employee or agent of such Fund. 15. The Fund shall not use the name of either Distributor in any Prospectus, sales literature or other material relating to the Fund in any manner not approved prior thereto by each Distributor; provided, however, that each 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 the Fund in any material relating to each Distributor in any manner not approved prior thereto by the Fund; provided, however that the Fund shall approve all uses of its name which merely refer in accurate terms to the appointment of each 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. Each Distributor shall prepare written reports for the Board of Trustees/Directors of the 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 the 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, each Distributor may assign to a lending institution the payments due to each 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 neither Distributor notifies the 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 the Fund for an additional year. 19. Termination. 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 the Fund or by either Distributor on sixty (60) days' written notice to the other party. The 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 the 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 the 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: CALVERT IMPACT FUND, INC. By:__________________________ By:__________________________ William M. Tartikoff Vice President Attest: CALVERT DISTRIBUTORS, INC. By:__________________________ By:__________________________ Ronald M. Wolfsheimer Senior Vice President Attest: BOE SECURITIES, INC. By:__________________________ By:__________________________ Name: Title: SCHEDULE I Distribution Fee Fees are expressed as a percentage of average annual daily net assets, and are payable monthly. Class A* Class B Class C Class I N/A 0.75 0.75 N/A *Distributor reserves the right to waive all or a portion of the distribution fee from time to time. DATED: March 2001 SCHEDULE II Service Fee Fees are expressed as a percentage of average annual daily net assets and are payable monthly. Class A Class B Class C Class I 0.25 0.25 0.25 N/A DATED: March 2001 EX-8 8 0008.txt DEFERRED COMPENSATION AGREEMENT DEFERRED COMPENSATION AGREEMENT Agreement entered into this _____ day of ______________, 2000, 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., Calvert Social Index Series, Inc., Calvert Impact 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 , 2000, 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. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. By (Print Name of Trustee) (Signature of Trustee) Date ACKNOWLEDGMENT: By Ronald M. Wolfsheimer (Print Name of Officer) Treasurer (Title) (Signature of Officer) Date 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 Balanced 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 % Calvert Social Index Series, Inc. % Calvert Impact Fund, Inc. % 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: EX-9 9 0009.txt CUSTODIAL CONTRACT Custodian Agreement Master Custodian Agreement This Agreement between each entity set forth on Appendix A hereto (as such Appendix A may be amended from time to time) (each such entity and each entity made subject to this Agreement in accordance with Section 18, referred to herein individually as the Fund and collectively as the Funds), and State Street Bank and Trust Company, a Massachusetts trust company (the Custodian). Witnesseth: Whereas, each of the Funds except Calvert Social Index Series, Inc. and Calvert Impact Series, Inc. has previously entered into a Custodian Contract with the Custodian; Whereas, the Custodian and each of the Funds except Calvert Social Index Series, Inc. and Calvert Impact Series, Inc. desire to replace such existing Custodian Contracts with this Master Custodian Agreement; Whereas, the Custodian and each of the Funds desire that fee schedules under the existing Custodian Contracts (including the provision that the Funds are entitled to pay fees to the Custodian by analysis on collected funds) remain the same and also apply to Calvert Social Index Series, Inc. and Calvert Impact Series, Inc., subject to the provisions of Section 13 of this Master Custodian Agreement; Whereas, the Custodian and Calvert Social Index Series, Inc. and Calvert Impact Series, Inc. desire to enter into this Master Custodian Agreement; Whereas, the Funds are registered under the Investment Company Act of 1940 and each Fund appointed the Bank to act as its Custodian; Whereas, the Funds may be authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and Whereas, each Fund so authorized intends that this Agreement be applicable to each of its series set forth on Appendix A hereto (as such Appendix A may be amended from time to time) (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 24, be referred to herein as the Portfolio(s)). Now Therefore, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows: Section 1. Employment of Custodian and Property to be Held by It Each Fund hereby employs the Custodian as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio desires to be held in places within the United States (domestic securities) and securities it desires to be held outside the United States (foreign securities). Each Fund on behalf of its Portfolio(s) agrees to deliver to the Custodian all securities and cash of such Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by such Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of each Fund representing interests in its Portfolios (Shares ) as may be issued or sold from time to time. The Custodian shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to the Custodian, including without limitation any property released, delivered or otherwise removed from such Portfolio's account with the Custodian pursuant to "Proper Instructions" (as such term is defined in Section 6 hereof). Upon receipt of Proper Instructions, the Custodian shall on behalf of the applicable Portfolio(s) from time to time employ one or more sub-custodians located in the United States, but only in accordance with an applicable vote by board of directors or the board of trustees of the applicable Fund (as appropriate and in each case, the Board). The Custodian may employ as sub-custodian for each Funds foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto but only in accordance with the applicable provisions of Sections 3 and 4. The Custodian shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so employed than any such sub-custodian has to the Custodian. All duties undertaken by the Custodian will be performed in a timely manner. What constitutes timeliness in connection with a particular action will be determined by the standards of the industry as they apply to the specific type of transaction in question and taking into account relevant facts and circumstances. Section 2. Duties of the Custodian with Respect to Property of the Fund Held By the Custodian in the United States Section 2.1 Holding Securities. The Custodian shall hold and physically segregate for the account of each Portfolio all non-cash property to be held by it in the United States, including all domestic securities owned by such Portfolio other than (a) Portfolio property released and delivered pursuant to Section 2.2(15) or purchased pursuant to Section 2.7(7), or (b) securities which are maintained pursuant to Section 2.9 in a clearing agency which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. Securities System"). Section 2.2 Delivery of Securities. The Custodian shall release and deliver domestic securities owned by a Portfolio held by the Custodian or in a U.S. Securities System account of the Custodian only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: 1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor; 2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio; 3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.9 hereof; 4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio; 5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to the Custodian; 6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of the Custodian or into the name or nominee name of any agent appointed pursuant to Section 2.8 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to the Custodian; 7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with street delivery custom; provided that in any such case, the Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Custodians own negligence or willful misconduct; 8) For exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to the Custodian; 10) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by the Custodian and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to the Custodians account in the book-entry system authorized by the U.S. Department of the Treasury, the Custodian will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral; 11) For delivery as security in connection with any borrowing by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed; 12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund; 13) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission ("CFTC") and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund; 14) Upon receipt of instructions from the transfer agent for the Fund (the "Transfer Agent") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the "Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and (15) Upon the sale of Portfolio property, and prior to or without receipt of payment therefor, but only as set forth in Proper Instructions (such delivery in advance of payment shall be referred to herein as a "Free Trade") and (16) For any other proper purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered, and naming the person or persons to whom delivery of such securities shall be made. In all cases, payments to the Portfolio will be made in cash, by a certified check or a treasurer's or cashier's check of a bank, by effective bank wire transfer through the Federal Reserve Wire System or, if appropriate, outside of the Federal Reserve Wire System and subsequent credit to the Fund's Custodian account, or, in case of delivery through a stock clearing company, by book-entry credit by the stock clearing company in accordance with the then current street custom, or such other form of payment as may be mutually agreed on by the parties, in all such cases collected funds to be promptly credited to the Fund. Section 2.3 Registration of Securities. Domestic securities held by the Custodian (other than bearer securities) shall be registered in the name of a Portfolio or in the name of any nominee of a Fund on behalf of a Portfolio or of any nominee of the Custodian which nominee shall be assigned exclusively to a Portfolio, unless a Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment adviser as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.8 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by the Custodian on behalf of a Portfolio under the terms of this Agreement shall be in street name or other good delivery form. If, however, a Fund directs the Custodian to maintain securities in street name, the Custodian shall utilize its best efforts only to timely collect income due the Fund on such securities and to notify the Fund on a best efforts basis only of relevant corporate actions including, without limitation, pendency of calls, maturities, tender or exchange offers. Section 2.4 Bank Accounts. The Custodian shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by the Custodian acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"). Funds held by the Custodian for a Portfolio may be deposited by it to its credit as Custodian in the banking department of the Custodian or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by the Custodian in its capacity as Custodian and shall be withdrawable by the Custodian only in that capacity. Section 2.5 Sale of Shares and Availability of Federal Funds. Upon mutual agreement between any Fund on behalf of each applicable Portfolio and the Custodian, the Custodian will, upon the receipt of Proper Instructions from such Fund on behalf of a Portfolio, make federal funds available to such Portfolio as of specified times agreed upon from time to time by the Fund and the Custodian in the amount of checks received in payment for shares of such Portfolio which are deposited into the Portfolio's account. Section 2.6 Collection of Income. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15) or purchased pursuant to Section 2.7(7), and subject to the provisions of Section 2.3, the Custodian shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by the Custodian or its agent thereof and shall credit such income, as collected, to such Portfolios custodian account. Without limiting the generality of the foregoing, the Custodian shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the applicable Fund. The Custodian will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to the Custodian of the income to which the Portfolio is properly entitled. Section 2.7 Payment of Fund Monies. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out monies of a Portfolio in the following cases only: 1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to the Custodian (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by the Custodian as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of the Custodian referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.9 hereof; (c) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and the Custodian, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting the Custodians account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by the Custodian along with written evidence of the agreement by the Custodian to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein; 2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof; 3) For the redemption or repurchase of Shares issued as set forth in Section 5 hereof; 4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses; 5) For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund; 6) For payment of the amount of dividends received in respect of securities sold short; and 7) Upon the purchase of investments, and prior to or without receipt thereof, but only as set forth in Proper Instructions (such payment in advance of delivery, along with delivery in advance of payment made in accordance with Section 2.2(15), as applicable, shall also be referred to herein as a "Free Trade"); and 8) For any other proper purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying the amount of such payment, and naming the person or persons to whom such payment is to be made. Section 2.8 Appointment of Agents. The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities or liabilities hereunder. Section 2.9 Deposit of Fund Assets in U.S. Securities Systems. The Custodian may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System subject to the following provisions: 1) The Custodian may keep securities of the Portfolio in a U.S. Securities System provided that such securities are represented in an account of the Custodian in the U.S. Securities System (the "U.S. Securities System Account") which account shall not include any assets of the Custodian other than assets held as a fiduciary, custodian or otherwise for customers; 2) The records of the Custodian with respect to securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Portfolio; 3) The Custodian shall pay for securities purchased for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such payment and transfer for the account of the Portfolio. The Custodian shall transfer securities sold for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of the Custodian to reflect such transfer and payment for the account of the Portfolio. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Portfolio shall identify the Portfolio, be maintained for the Portfolio by the Custodian and be provided to the Fund at its request. Upon request, the Custodian shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio in the form of a written advice or notice and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each days transactions in the U.S. Securities System for the account of the Portfolio; 4) The Custodian shall provide the Fund with any report obtained by the Custodian on the U.S. Securities Systems accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System; 5) Anything to the contrary in this Agreement notwithstanding, the Custodian shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio, including reasonable attorneys fees, resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of the Custodian or any of its agents or of any of its or their employees or from failure of the Custodian or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of the Custodian with respect to any claim against the U.S. Securities System or any other person which the Custodian may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage. Section 2.10 Segregated Account. The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.9 hereof, (i) in accordance with the provisions of any agreement among the applicable Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the SEC, or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for other purposes, upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio. Section 2.11 Ownership Certificates for Tax Purposes. The Custodian shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities. Section 2.12 Proxies. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15), or purchased pursuant to Section 2.7(7), the Custodian shall, with respect to the domestic securities held hereunder, promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities. Section 2.13 Communications Relating to Portfolio Securities. Except with respect to Portfolio property released and delivered pursuant to Section 2.2(15), or purchased pursuant to Section 2.7(7), and subject to the provisions of Section 2.3, the Custodian shall transmit promptly to the applicable Fund for each Portfolio all written information (including, without limitation, pendency of calls and maturities of domestic securities and expirations of rights in connection therewith and notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio) received by the Custodian from issuers of the securities being held for the Portfolio. With respect to tender or exchange offers, the Custodian shall transmit promptly to the Portfolio all written information received by the Custodian from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Portfolio shall notify the Custodian at least three business days prior to the date on which the Custodian is to take such action. Section 3. Rules 17f-5 and 17f-7 Section 3.1 Definitions. Capitalized terms in this Section 3 shall have the following meanings: "Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such countrys political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country. "Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the U.S. Securities and Exchange Commission (the "SEC")), or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository. "Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7. "Foreign Assets" means any of the Portfolios investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios transactions in such investments. "Foreign Custody Manager" has the meaning set forth in section (a)(2) of Rule 17f-5. Section 3.2. The Custodian as Foreign Custody Manager. 3.2.1 Delegation to the Custodian as Foreign Custody Manager. The Fund, by resolution adopted by the Board, hereby delegates to the Custodian, subject to Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and the Custodian hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios. 3.2.2 Countries Covered. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Contract, which list of countries may be amended from time to time by the Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof. Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Amendment by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which the Custodian has previously placed or currently maintains Foreign Assets pursuant to the terms of the Contract. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to the Custodian as Foreign Custody Manager for that country shall be deemed to have been withdrawn and the Custodian shall immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country. The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, the Custodian shall have no further responsibility as Foreign Custody Manager to the Fund with respect to the country as to which the Custodian's acceptance of delegation is withdrawn. 3.2.3 Scope of Delegated Responsibilities: (a) Selection of Eligible Foreign Custodians. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the country in which the Foreign Assets will be held by that Eligible Foreign Custodian, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1). (b) Contracts With Eligible Foreign Custodians. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2). (c) Monitoring. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor (i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate, the Foreign Custody Manager shall notify the Board in accordance with Section 3.2.5 hereunder. 3.2.4 Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.2, the Board shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which the Custodian is serving as Foreign Custody Manager of the Portfolios. 3.2.5 Reporting Requirements. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change. Upon reasonable request by the Board the Foreign Custody Manager shall provide to the Board a comfort letter similar to that set forth on Exhibit 1 attached hereto. 3.2.6 Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise. 3.2.7 Representations with Respect to Rule 17f-5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Contract to the Custodian as the Foreign Custody Manager of the Portfolios. 3.2.8 Effective Date and Termination of the Custodian as Foreign Custody Manager. The Boards delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries. Section 3.3 Eligible Securities Depositories. 3.3.1 Analysis and Monitoring. The Custodian shall (a) provide the Fund (or its duly-authorized investment manager or investment adviser) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify the Fund (or its duly-authorized investment manager or investment adviser) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7. 3.3.2 Standard of Care. The Custodian agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1. Section 4. Duties of the Custodian with Respect to Property of the Portfolios Held Outside the United States. Section 4.1 Definitions. Capitalized terms in this Section 4 shall have the following meanings: "Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto. "Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian. Section 4.2. Holding Securities. The Custodian shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. The Custodian may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to the Custodian for the benefit of its customers, provided however, that (i) the records of the Custodian with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, the Custodian shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian. Section 4.3. Foreign Securities Systems. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by the Custodian or a Foreign Sub-Custodian, as applicable, in such country. Section 4.4. Transactions in Foreign Custody Account. 4.4.1. Delivery of Foreign Assets. The Custodian or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by the Custodian or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases: (i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System; (ii) in connection with any repurchase agreement related to foreign securities; (iii) to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios; (iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable; (v) to the issuer thereof, or its agent, for transfer into the name of the Custodian (or the name of the respective Foreign Sub-Custodian or of any nominee of the Custodian or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; (vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodians own negligence or willful misconduct; (vii) for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; (viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; (ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios; (x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (xi) in connection with the lending of foreign securities; and (xii) for any other purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made. 4.4.2. Payment of Portfolio Monies. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, the Custodian shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of the applicable Portfolio in the following cases only: (i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System; (ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio; (iii) for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Contract, legal fees, accounting fees, and other operating expenses; (iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through the Custodian or its Foreign Sub-Custodians; (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin; (vi) for payment of part or all of the dividends received in respect of securities sold short; (vii) in connection with the borrowing or lending of foreign securities; and (viii) for any other purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made. 4.4.3. Market Conditions. Notwithstanding any provision of this Contract to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer. The Custodian shall provide to the Board the information with respect to custody and settlement practices in countries in which the Custodian employs a Foreign Sub-Custodian, including without limitation information relating to Foreign Securities Systems, described on Schedule C hereto at the time or times set forth on such Schedule, and such other information received by the Custodian as may be agreed upon by the parties hereto from time to time. The Custodian may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder. Section 4.5. Registration of Foreign Securities. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of the Custodian or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. The Custodian or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Contract unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice. Section 4.6 Bank Accounts. The Custodian shall identify on its books as belonging to the Fund cash (including cash denominated in foreign currencies) deposited with the Custodian. Where the Custodian is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of the Custodian, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by the Custodian (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of the Custodian (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts. Section 4.7 Collection of Income. The Custodian shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and the Custodian shall consult as to such measures and as to the compensation and expenses of the Custodian relating to such measures. Section 4.8 Shareholder Rights. With respect to the foreign securities held pursuant to this Section 4, the Custodian will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights. Section 4.9. Communications Relating to Foreign Securities. The Custodian shall transmit promptly to the Fund written information with respect to materials received by the Custodian via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios (including, without limitation, pendency of calls and maturities of foreign securities and expirations of rights in connection therewith). With respect to tender or exchange offers, the Custodian shall transmit promptly to the Fund written information with respect to materials so received by the Custodian from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. The Custodian shall not be liable for any untimely exercise of any tender, exchange or other right or power in connection with foreign securities or other property of the Portfolios at any time held by it unless (i) the Custodian or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) the Custodian receives Proper Instructions with regard to the exercise of any such right or power, and both (i) and (ii) occur at least three business days prior to the date on which the Custodian is to take action to exercise such right or power. Section 4.10. Liability of Foreign Sub-Custodians. Each agreement pursuant to which the Custodian employs a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, the Custodian from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodians performance of such obligations. At the Funds election, the Portfolios shall be entitled to be subrogated to the rights of the Custodian with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim. Section 4.11. Liability of Custodian. Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a Sub-Custodian, the Custodian shall be without liability to the Fund for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub-custodians generally in the Contract and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, the Custodian shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub-Custodian has otherwise acted with reasonable care. Section 5. Payments for Sales or Repurchases or Redemptions of Shares The Custodian shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the applicable Fund. The Custodian will provide timely notification to such Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio. From such funds as may be available for the purpose, the Custodian shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, the Custodian is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, the Custodian shall honor checks drawn on the Custodian by a holder of Shares, which checks have been furnished by a Fund to the holder of Shares, when presented to the Custodian in accordance with such procedures and controls as are mutually agreed upon from time to time between a Fund and the Custodian. Section 6. Proper Instructions Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as a Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Oral instructions will be considered Proper Instructions if the Custodian reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. Each Fund shall cause all oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that each Fund and the Custodian agree to security procedures, including but not limited to, the security procedures selected by the Fund in the Funds Transfer Addendum attached hereto. For purposes of this Section, Proper Instructions shall include instructions received by the Custodian pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.10. Section 7. Actions Permitted without Express Authority The Custodian may in its discretion, without express authority from the applicable Fund on behalf of each applicable Portfolio: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to the Fund on behalf of the Portfolio; 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board. Section 8. Evidence of Authority The Custodian shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper believed by it to be genuine and to have been properly executed by or on behalf of the applicable Fund. The Custodian may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of a Fund ("Certified Resolution") as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the applicable Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by the Custodian of written notice to the contrary. Section 9. Duties of Custodian with Respect to the Books of Account and Calculation of Net Asset Value and Net Income The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the applicable Board to keep the books of account of each Portfolio and/or compute the net asset value per Share of the outstanding Shares or, if directed in writing to do so by the applicable Fund on behalf of the Portfolio, shall itself keep such books of account and/or compute such net asset value per Share. If so directed, the Custodian shall also calculate daily the net income of the Portfolio as described in the Prospectus and shall advise the Fund and the Transfer Agent daily of the total amounts of such net income and, if instructed in writing by an officer of the Fund to do so, shall advise the Transfer Agent periodically of the division of such net income among its various components. The calculations of the net asset value per Share and the daily income of each Portfolio shall be made at the time or times described from time to time in the Prospectus. Each Fund acknowledges that, in keeping the books of account of the applicable Portfolio and/or making the calculations described herein with respect to Portfolio property released, delivered or purchased pursuant to Sections 2.2(15) and 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the Fund, the Funds counterparty(ies), or the agents of either of them. Section 10. Records, Inventory The Custodian shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of the applicable Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of the Custodian be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. The Custodian shall, at the applicable Funds request, supply the Fund with a tabulation of securities owned by each Portfolio and held by the Custodian and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and the Custodian, include certificate numbers in such tabulations. The Fund acknowledges that, in creating and maintaining the records as set forth herein, with respect to Fund property released, delivered or purchased pursuant to Sections 2.2(15) and 2.6(7) hereof, the Custodian is authorized and instructed to rely upon information provided to it by the applicable Fund, the Funds counterparty(ies), or the agents of either of them. The Custodian will conduct a periodic inventory of all securities and other property subject to this Agreement and provide to the Fund a periodic reconciliation of the vaulted position of each Portfolio to the appraised position of the Portfolio. The Custodian will promptly report to the Fund the results of the reconciliation, indicating any shortages or discrepancies uncovered thereby, and take appropriate action to remedy any such shortages or discrepancies. Section 11. Opinion of Funds Independent Accountant The Custodian shall take all reasonable action, as the applicable Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from such Funds independent accountants with respect to its activities hereunder in connection with the preparation of a Funds Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof. Section 12. Reports to Fund by Independent Public Accountants The Custodian shall provide the applicable Fund, on behalf of each of the Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System (collectively referred to herein as "Securities Systems"), relating to the services provided by the Custodian under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by the Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state. Section 13. Compensation of Custodian The Custodian shall be entitled to reasonable compensation for its services and expenses as Custodian, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and the Custodian. Section 14. Responsibility of Custodian So long as and to the extent that it is in the exercise of reasonable care, the Custodian shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. The Custodian shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to any Fund for any action taken or omitted by it in good faith without negligence. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for a Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. The Custodian shall be without liability to any Fund or Portfolio for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism. Except as may arise from the Custodians own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, the Custodian shall be without liability to any Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of the Custodian or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by any Fund or any Investment Advisor in their instructions to the Custodian provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to the Custodians sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of the Custodian, any Fund, the Custodians sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction. The Custodian shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement. If a Fund on behalf of a Portfolio requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, such Fund on behalf of the Portfolio, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form satisfactory to it. If a Fund requires the Custodian, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that the Custodian or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominees own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay the Custodian promptly, the Custodian shall be entitled to utilize available cash and to dispose of such Portfolios assets to the extent necessary to obtain reimbursement. Each Fund agrees to indemnify and hold the Custodian harmless from and against any and all costs, expenses, losses, damages, charges, attorneys fees, payments and liabilities which may be asserted against the Custodian acting in accordance with any applicable Proper Instruction with respect to Free Trades including, but not limited to, loss, damage, cost, expense, liability, tax, charge, assessment or claim resulting from (a) the failure of the Fund to receive income with respect to purchased investments, (b) the failure of the Fund to recover amounts invested on maturity of purchased investments, (c) the failure of the Custodian to respond to or be aware of notices or other corporate communications with respect to purchased investments, or (d) the Custodians reliance on information provided by the Fund, the Funds counterparty(ies) or the agents of either of them with respect to Fund property released, delivered or purchased pursuant to Sections 2.2(15) and 2.6(7) hereof. In no event shall the Custodian be liable for indirect, special or consequential damages. Section 15. Effective Period, Termination and Amendment This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of all parties hereto and may be terminated with respect to any party by an instrument in writing delivered or mailed, postage prepaid to the other parties, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that each Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Funds Declaration of Trust or Articles of Incorporation, as appropriate, and further provided, that each Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for the Custodian by giving notice as described above to the Custodian, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for the Custodian by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Termination of this Agreement with respect to any particular Fund or Portfolio shall in no way affect the rights and duties under this Agreement with respect to any other Funds or Portfolios. Upon termination of the Agreement with respect to any Portfolio, such Fund on behalf of each applicable Portfolio shall pay to the Custodian such compensation as may be due as of the date of such termination and shall likewise reimburse the Custodian for its costs, expenses and disbursements. Section 16. Successor Custodian If a successor custodian for one or more Funds or Portfolios shall be appointed by the applicable Board, the Custodian shall, upon termination with respect to the applicable Fund, deliver to such successor custodian at the office of the Custodian, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System. If no such successor custodian shall be appointed, the Custodian shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of the Custodian and transfer such securities, funds and other properties in accordance with such resolution. In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to the Custodian on or before the date when such termination shall become effective, then the Custodian shall have the right to deliver to a bank or trust company, which is a bank as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by the Custodian on behalf of each applicable Portfolio and all instruments held by the Custodian relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of the Custodian under this Agreement. In the event that securities, funds and other properties remain in the possession of the Custodian after the date of termination hereof with respect to any Fund owing to failure of such Fund to procure the Certified Resolution to appoint a successor custodian, the Custodian shall be entitled to fair compensation for its services during such period as the Custodian retains possession of such securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of the Custodian shall remain in full force and effect. Section 17. Interpretive and Additional Provisions In connection with the operation of this Agreement, the Custodian and each Fund on behalf of each of the Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by all parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Funds Declaration of Trust or Articles of Incorporation, as appropriate. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement. Section 18. Bond The Custodian will, at all times, maintain a bond issued by a reputable fidelity insurance company authorized to do business in the place where the bond is issued. The bond will be issued against larceny and embezzlement, and will cover each officer and employee of the Custodian who may, singly or jointly with others, have access to securities or funds of the Fund, directly or through authority to receive and carry out any certificate instruction, order request, note or other instrument required or permitted by this Agreement. The Custodian agrees that it will not cancel terminate or modify the bond so as to affect adversely the Fund, except after written notice to the Fund not less than 10 days prior to the effective date of such cancellation, termination or modification. At the request of the Fund, the Custodian will furnish to the Fund a copy of each such bond and each amendment thereto. Section 19. Confidentiality The Custodian agrees to treat all records and other information relative to each Fund and their prior, present or future shareholders as confidential, and the Custodian, on behalf of itself and its employees, agrees to keep confidential all such information except when requested to divulge such information by duly constituted authorities, or when so requested by a Fund with respect to any Portfolio. If requested to divulge confidential information with respect to a Portfolio to anyone other than persons normally authorized by the applicable Fund to receive information, such as the Fund's auditors or attorneys, the Custodian will not release the information until it notifies the Fund in writing and receives approval in writing from the Fund, unless required by law to do otherwise. Approval by the Fund will not be unreasonably withheld and may not be withheld where the Custodian may be exposed to civil or criminal contempt proceedings for failure to comply. Section 20. Exemption from Liens Except as provided in Section 14 of this Agreement, the securities and other assets held by the Custodian for a Portfolio will be subject to no lien or charge of any kind in favor of the Custodian or any person claiming through the Custodian, but nothing herein will be deemed to deprive the Custodian of its right to invoke any and all remedies available at law or equity to collect amounts due it under this Agreement. Neither the Custodian nor any subcustodian appointed pursuant to Section 1of this Agreement will have any power or authority to assign, hypothecate, pledge or otherwise dispose of any securities held by it for the Portfolio, except upon the direction of the applicable Fund, duly given as herein provided, and only for the account of the Portfolio. Section 21. Trustees/Directors Neither the Trustees nor the Directors of the applicable Fund will be personally liable under this Agreement. Section 22. Massachusetts Business Trust With respect to any Fund, which is a party to this Agreement and which is organized as a business trust under the laws of the Commonwealth of Massachusetts, the term Fund means and refers to the trustees serving under the applicable incorporation document. It is expressly agreed that the obligations of any such Fund under this Agreement will not be binding on any of the trustees, directors, Portfolio shareholders, nominees, officers, agents or employees of such Fund personally, but bind only the property of such Fund's Portfolios. Section 23. Additional Portfolios In the event that any Fund establishes one or more series of Shares in addition to the Portfolios listed on Appendix A attached hereto with respect to which it desires to have the Custodian render services as custodian under the terms hereof and the Custodian wishes to provide such services, the parties will execute a revised Exhibit A. Upon execution thereof, such series of Shares shall become a Portfolio hereunder. Section 24. Additional Funds In the event that any entity in addition to those Funds listed on Appendix A attached hereto desires to have the Custodian render services as custodian under the terms hereof and the Custodian wishes to provide such services, the parties will execute a revised Exhibit A. Upon execution thereof, such entity shall become a Fund hereunder and be bound by all terms, conditions and provisions hereof including, without limitation, the representations and warranties set forth in Section 25 below. Section 25. The Parties All references herein to the Fund are to each of the funds listed on Appendix A hereto individually, as if this Agreement were between such individual Fund and the Custodian. In the case of a series fund or trust, all references to the Portfolio are to the individual series or portfolio of such fund or trust, or to such fund or trust on behalf of the individual series or portfolio, as appropriate. Any reference in this Agreement to the parties shall mean the Custodian and such other individual Fund as to which the matter pertains. Each Fund hereby represents and warrants that (i) it has the requisite power and authority under applicable laws and its Governing Documents to enter into and perform this Agreement, (ii) all requisite proceedings have been taken to authorize it to enter into and perform this Agreement, and (iii) its entrance into this Agreement shall not cause a material breach or be in material conflict with any other agreement or obligation of the Fund or any law or regulation applicable to it. Section 26. Successors of Parties This Contract will be binding on and will inure to the benefit of each Fund and the Custodian and their respective successors. Section 27. Massachusetts Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts. Section 28. Prior Agreements This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and the Custodian relating to the custody of each Funds assets. Section 29. Reproduction of Documents This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. Section 30. Data Access Services Addendum The Custodian and each Fund agree to be bound by the terms of the Data Access Services Addendum attached hereto. Section 31. Notices. Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time. To any Fund: Calvert Group Funds 4550 Montgomery Avenue, Suite 1000N Bethesda, Maryland 20814 Attention: Ron Wolfsheimer, CFO Telephone: (301) 951-4800 Facsimile: (301) 654-2588 To the Custodian: State Street Bank and Trust Company 225 Franklin Street Boston, Massachusetts 02110 Attention: Calvert Funds Manager Telephone: 617- Telecopy: 617- Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting. Section 32. Representations and Warranties Each Fund represents and warrants to the Custodian that the applicable Fund shall not, without the prior written consent of the Custodian, permit the assets of the applicable Fund to be deemed assets of an employee benefit plan which is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Each Fund acknowledges and agrees that the Custodian shall not grant its consent in either of the foregoing circumstances unless and until the applicable Fund has (a) entered into an amendment to this Contract and (b) executed and delivered to the Custodian an Indemnity Agreement, each in form and substance satisfactory to the Custodian. If for any reason the applicable Fund breaches or otherwise fails to comply with the provisions of this Section 32, this Contract may be, with respect to the applicable Fund, terminated immediately and without prior notice by the Custodian. Section 33. Shareholder Communications Election SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, the Custodian needs the Fund to indicate whether it authorizes the Custodian to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If the Fund tells the Custodian "no", the Custodian will not provide this information to requesting companies. If the Fund tells the Custodian "yes" or does not check either "yes" or "no" below, the Custodian is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For the Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether the Fund consents or objects by checking one of the alternatives below. YES [X] The Custodian is authorized to release the Funds name, address, and share positions. NO [ ] The Custodian is not authorized to release the Funds name, address, and share positions. [REMAINDER OF PAGE INTENTIONALLY BLANK] IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed effective as of December 1, 2000. Calvert Group Funds Signature Attested to By: By: _________________________ By: ____________________ Name: _________________________ Name: ____________________ Title: _________________________ Title: ____________________ State Street Bank and Trust Company Signature Attested to By: By: ________________________ By: _____________________ Name: Ronald E. Logue Name: Raelene S. LaPlante Title: Vice Chairman & Title: VP & Assoc. Counsel Chief Operating Officer Appendix A Amended and Restated Custodian Agreement Calvert Social Investment Fund Money Market Portfolio Balanced Portfolio (formerly, Managed Growth Portfolio) Bond Portfolio Equity Portfolio Managed Index Portfolio (renamed Enhanced Equity Portfolio effective 12/29/00) Technology Portfolio The Calvert Fund Calvert Income Fund Calvert New Vision Small Cap Fund First Variable Rate Fund for Government Income Calvert First Government Money Market Fund Calvert Cash Reserves Institutional Prime Fund Calvert New World Fund, Inc. Calvert New Africa Fund Calvert Municipal Fund, Inc. Calvert National Municipal Intermediate Fund Calvert California Municipal Intermediate Fund Calvert Tax-Free Reserves Money Market Portfolio Limited Term Portfolio Long Term Portfolio California Money Market Portfolio Vermont Municipal Calvert World Values Fund, Inc. International Equity Fund Calvert Capital Accumulation Fund Calvert Social Index Series, Inc. Calvert Social Index Fund Calvert Impact Fund, Inc. Calvert Large Cap Growth Fund Calvert South Africa Fund Calvert Variable Series, Inc. Social Money Market Portfolio Social Small Cap Growth Portfolio Social Mid Cap Growth Portfolio Social International Equity Portfolio Social Balanced Portfolio Ameritas Income and Growth Portfolio Ameritas Growth Portfolio Ameritas Small Capitalization Portfolio Ameritas MidCap Growth Portfolio Ameritas Emerging Growth Portfolio Ameritas Research Portfolio Ameritas Growth With Income Portfolio Ameritas Index 500 Portfolio Ameritas Money Market Portfolio Ameritas Select Portfolio Ameritas Microcap Portfolio For The Above Fund Parties State Street Bank and Trust Company By: ____________________ By: ____________________ Name: ____________________ Name: Ronald E. Logue Title: ____________________ Title: Vice Chairman & Chief Operating Officer Date: December 1, 2000 EXHIBIT 1 Sample Comfort Letter [date] To the Board of Directors of the Calvert Group Funds: State Street is pleased to provide you with confirmation of the following information in relation to its role as the Foreign Custody Manager of your fund's assets overseas. In the exercise of the duties delegated to it as Foreign Custody Manager, State Street has exercised the care, prudence and diligence required by the terms of Investment Company Act Rule 17f-5. State Street believes that all subcustodians within its network qualify as "eligible foreign custodians" within the meaning of Rule 17f-5 as amended, and it closely monitors its Global Custody Network through regular on-site visits and ongoing internal review. Documentation detailing the steps State Street undertakes in the management of your fund's foreign custody arrangements and the exercise of the duties delegated to it, is provided in State Street's annual Compliance Materials. State Street is committed to ensuring that your fund's assets are at all times subject to at least the level of care and protection generally available in the relevant market, and its subcustodian agreements contain provisions that meet or exceed the standards required by Rule 17f-5. State Street also requires all its subcustodians to adhere to its stringent operating requirements. A complete list of all the subcustodians which presently make up our Global Custody Network is attached as Schedule A. A list of depositories which are presently in operation in the markets included in our Global Custody Network is attached as Schedule B. Finally, we are not aware of any material changes in your fund's foreign custody arrangements except for those material changes of which we have previously provided you and your fund with written notice. Sincerely, Ann Marie Scanlan Compliance Manager STATE STREET SCHEDULE A GLOBAL CUSTODY NETWORK SUBCUSTODIANS Country Subcustodian vii 02/08/01 Argentina Citibank, N.A. Australia Westpac Banking Corporation Austria Erste Bank der sterreichischen Sparkassen AG Bahrain HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Bangladesh Standard Chartered Bank Belgium Fortis Bank nv-sa Bermuda The Bank of Bermuda Limited Bolivia Citibank, N. A. Botswana Barclays Bank of Botswana Limited Brazil Citibank, N.A. Bulgaria ING Bank N.V. Canada State Street Trust Company Canada Chile Citibank, N.A. People's Republic The Hongkong and Shanghai of China Banking Corporation Limited, Shanghai and Shenzhen branches Colombia Cititrust Colombia S.A. Sociedad Fiduciaria Costa Rica Banco BCT S.A. Croatia Privredna Banka Zagreb d.d Cyprus The Cyprus Popular Bank Ltd. Czech Republic eskoslovensk Obchodn Banka, A.S. Denmark Den Danske Bank Ecuador Citibank, N.A. Egypt Egyptian British Bank S.A.E. (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Estonia Hansabank Finland Merita Bank Plc. France BNP Paribas, S.A. Germany Dresdner Bank AG Ghana Barclays Bank of Ghana Limited Greece National Bank of Greece S.A. Hong Kong Standard Chartered Bank Hungary Citibank Rt. Iceland Icebank Ltd. India Deutsche Bank AG The Hongkong and Shanghai Banking Corporation Limited Indonesia Standard Chartered Bank Ireland Bank of Ireland Israel Bank Hapoalim B.M. Italy BNP Paribas, Italian Branch Ivory Coast Soci t G n rale de Banques en C te d'Ivoire Jamaica Scotiabank Jamaica Trust and Merchant Bank Ltd. Japan The Fuji Bank, Limited The Sumitomo Bank, Limited Jordan HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Kazakhstan HSBC Bank Kazakhstan Kenya Barclays Bank of Kenya Limited Republic of Korea The Hongkong and Shanghai Banking Corporation Limited Latvia A/s Hansabanka Lebanon HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Lithuania Vilniaus Bankas AB Malaysia Standard Chartered Bank Malaysia Berhad Mauritius The Hongkong and Shanghai Banking Corporation Limited Mexico Citibank Mexico, S.A. Morocco Banque Commerciale du Maroc Namibia Standard Bank Namibia Limited - Netherlands Fortis Bank (Nederland) N.V. New Zealand ANZ Banking Group (New Zealand) Limited Nigeria Stanbic Merchant Bank Nigeria Limited Norway Christiania Bank og Kreditkasse ASA Oman HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Pakistan Deutsche Bank AG Palestine HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Panama BankBoston, N.A. Peru Citibank, N.A. Philippines Standard Chartered Bank Poland Citibank (Poland) S.A. Portugal Banco Comercial Portugu s Qatar HSBC Bank Middle East (as delegate of The Hongkong and Shanghai Banking Corporation Limited) Romania ING Bank N.V. Russia Credit Suisse First Boston AO - Moscow (as delegate of Credit Suisse First Boston - Zurich) Singapore The Development Bank of Singapore Limited Slovak Republic eskoslovensk Obchodn Banka, A.S. Slovenia Bank Austria Creditanstalt d.d. - Ljubljana South Africa Standard Bank of South Africa Limited Spain Banco Santander Central Hispano S.A. Sri Lanka The Hongkong and Shanghai Banking Corporation Limited Swaziland Standard Bank Swaziland Limited Sweden Skandinaviska Enskilda Banken Switzerland UBS AG Taiwan - R.O.C. Central Trust of China Thailand Standard Chartered Bank Trinidad & Tobago Republic Bank Limited Tunisia Banque Internationale Arabe de Tunisie Turkey Citibank, N.A. Ukraine ING Bank Ukraine United Kingdom State Street Bank and Trust Company, London Branch Uruguay BankBoston, N.A. Venezuela Citibank, N.A. Vietnam The Hongkong and Shanghai Banking Corporation Limited Zambia Barclays Bank of Zambia Limited Zimbabwe Barclays Bank of Zimbabwe Limited STATE STREET SCHEDULE B GLOBAL CUSTODY NETWORK DEPOSITORIES OPERATING IN NETWORK MARKETS Country Depositories vii 10/12/00 Argentina Caja de Valores S.A. Australia Austraclear Limited Reserve Bank Information and Transfer System Austria Oesterreichische Kontrollbank AG (Wertpapiersammelbank Division) Belgium Caisse Interprofessionnelle de D p ts et de Virements de Titres, S.A. Banque Nationale de Belgique Brazil Companhia Brasileira de Liquida o e Cust dia Bulgaria Central Depository AD Bulgarian National Bank Canada Canadian Depository for Securities Limited Chile Dep sito Central de Valores S.A. People's Republic Shanghai Securities Central Clearing & of China Registration Corporation Shenzhen Securities Central Clearing Co., Ltd. Colombia Dep sito Centralizado de Valores Costa Rica Central de Valores S.A. Croatia Ministry of Finance National Bank of Croatia Sredi nja Depozitarna Agencija d.d. Czech Republic Stredisko cenn ch pap ru Czech National Bank Denmark V rdipapircentralen (Danish Securities Center) Egypt Misr for Clearing, Settlement, and Depository Estonia Eesti V rtpaberite Keskdepositoorium Finland Finnish Central Securities Depository France Soci t Interprofessionnelle pour la Compensation des Valeurs Mobili res Germany Clearstream Banking AG, Frankfurt Greece Bank of Greece, System for Monitoring Transactions in Securities in Book-Entry Form Apothetirion Titlon AE - Central Securities Depository Hong Kong Central Clearing and Settlement System Central Moneymarkets Unit Hungary K zponti Elsz mol h z s rt kt r (Budapest) Rt. (KELER) India National Securities Depository Limited Central Depository Services India Limited Reserve Bank of India Indonesia Bank Indonesia PT Kustodian Sentral Efek Indonesia Ireland Central Bank of Ireland Securities Settlement Office Israel Tel Aviv Stock Exchange Clearing House Ltd. (TASE Clearinghouse) Italy Monte Titoli S.p.A. Banca d'Italia Ivory Coast Depositaire Central - Banque de R glement Jamaica Jamaica Central Securities Depository Japan Japan Securities Depository Center (JASDEC) Bank of Japan Net System Kazakhstan Central Depository of Securities Kenya Central Bank of Kenya Republic of Korea Korea Securities Depository Latvia Latvian Central Depository Lebanon Custodian and Clearing Center of Financial Instruments for Lebanon and the Middle East (Midclear) S.A.L. Banque du Liban Lithuania Central Securities Depository of Lithuania Malaysia Malaysian Central Depository Sdn. Bhd. Bank Negara Malaysia, Scripless Securities Trading and Safekeeping System Mauritius Central Depository and Settlement Co. Ltd. Bank of Mauritius Mexico S.D. INDEVAL (Instituto para el Dep sito de Valores) Morocco Maroclear Netherlands Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V. (NECIGEF) New Zealand New Zealand Central Securities Depository Limited Nigeria Central Securities Clearing System Limited Norway Verdipapirsentralen (Norwegian Central Securities Depository) Oman Muscat Depository & Securities Registration Company, SAOC Pakistan Central Depository Company of Pakistan Limited State Bank of Pakistan Palestine Clearing Depository and Settlement, a department of the Palestine Stock Exchange Peru Caja de Valores y Liquidaciones, Instituci n de Compensaci n y Liquidaci n de Valores S.A Philippines Philippine Central Depository, Inc. Registry of Scripless Securities (ROSS) of the Bureau of Treasury Poland National Depository of Securities (Krajowy Depozyt Papier w Wartos ciowych SA) Central Treasury Bills Registrar Portugal Central de Valores Mobili rios Qatar Central Clearing and Registration (CCR), a department of the Doha Securities Market Romania National Securities Clearing, Settlement and Depository Company Bucharest Stock Exchange Registry Division National Bank of Romania Singapore Central Depository (Pte) Limited Monetary Authority of Singapore Slovak Republic Stredisko cenn ch papierov National Bank of Slovakia Slovenia Klirinsko Depotna Druzba d.d. South Africa Central Depository Limited Share Transactions Totally Electronic (STRATE) Ltd. Spain Servicio de Compensaci n y Liquidaci n de Valores, S.A. Banco de Espa a, Central de Anotaciones en Cuenta Sri Lanka Central Depository System (Pvt) Limited Sweden V rdepapperscentralen VPC AB (Swedish Central Securities Depository) Switzerland SegaIntersettle AG (SIS) Taiwan - R.O.C. Taiwan Securities Central Depository Co., Ltd. Thailand Thailand Securities Depository Company Limited Tunisia Soci t Tunisienne Interprofessionelle pour la Compensation et de D p ts des Valeurs Mobili res Turkey Takas ve Saklama Bankasi A.S. (TAKASBANK) Central Bank of Turkey Ukraine National Bank of Ukraine United Kingdom Central Gilts Office and Central Moneymarkets Office Venezuela Banco Central de Venezuela Zambia LuSE Central Shares Depository Limited Bank of Zambia TRANSNATIONAL Euroclear Clearstream Banking AG SCHEDULE C MARKET INFORMATION Publication/Type of Information Brief Description - --------------------------------- ------------------ (Frequency) The Guide to Custody in World Markets An overview of safekeeping and settlement practices and (annually) procedures in each market in which State Street Bank and Trust Company offers custodial services. Global Custody Network Review Information relating to the operating history and structure of (annually) depositories and subcustodians located in the markets in which State Street Bank and Trust Company offers custodial services, including transnational depositories. Global Legal Survey With respect to each market in which State Street Bank and (annually) Trust Company offers custodial services, opinions relating to whether local law restricts (i) access of a fund's independent public accountants to books and records of a Foreign Sub-Custodian or Foreign Securities System, (ii) the Fund's ability to recover in the event of bankruptcy or insolvency of a Foreign Sub-Custodian or Foreign Securities System, (iii) the Fund's ability to recover in the event of a loss by a Foreign Sub-Custodian or Foreign Securities System, and (iv) the ability of a foreign investor to convert cash and cash equivalents to U.S. dollars. Subcustodian Agreements Copies of the subcustodian contracts State Street Bank and (annually) Trust Company has entered into with each subcustodian in the markets in which State Street Bank and Trust Company offers subcustody services to its US mutual fund clients. Network Bulletins (weekly): Developments of interest to investors in the markets in which State Street Bank and Trust Company offers custodial services. Foreign Custody Advisories (as necessary): With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street's ability to deliver expected levels of service. 4 E:\EDGARDOCS\WordDocs\Custodian Agreement.doc REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT ADDENDUM to that certain Custodian Agreement dated as of December 1, 2000 (the "Custodian Agreement") between The Calvert Group Funds as listed on Exhibit A thereto( as such Appendix A may be amended from time to time) (the "Customer") and State Street Bank and Trust Company. State Street Bank and Trust Company, its subsidiaries and affiliates (collectively, "State Street") has developed and utilized proprietary accounting and other systems in conjunction with the custodian services which State Street provides to the Customer. In this regard, State Street maintains certain information in databases under its control and ownership which it makes available to its customers (the "Remote Access Services"). The Services State Street agrees to provide the Customer, and its designated investment advisors, consultants or other third parties authorized by State Street who agree to abide by the terms of this Addendum ("Authorized Designees") with access to In~SightSM as described in Exhibit A or such other systems as may be offered from time to time (the "System") on a remote basis. Security Procedures The Customer agrees to comply, and to cause its Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the System and access to the Remote Access Services. The Customer agrees to advise State Street immediately in the event that it learns or has reason to believe that any person to whom it has given access to the System or the Remote Access Services has violated or intends to violate the terms of this Addendum and the Customer will cooperate with State Street in seeking injunctive or other equitable relief. The Customer agrees to discontinue use of the System and Remote Access Services, if requested, for any security reasons cited by State Street. Fees Fees and charges for the use of the System and the Remote Access Services and related payment terms shall be as set forth in the custody fee schedule in effect from time to time between the parties (the "Fee Schedule"). The Customer shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Addendum, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street. Proprietary Information/Injunctive Relief The System and Remote Access Services described herein and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to the Customer by State Street as part of the Remote Access Services and through the use of the System and all copyrights, patents, trade secrets and other proprietary rights of State Street related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors (the "Proprietary Information"). The Customer agrees on behalf of itself and its Authorized Designees to keep the Proprietary Information confidential and to limit access to its employees and Authorized Designees (under a similar duty of confidentiality) who require access to the System for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public. The Customer agrees to use the Remote Access Services only in connection with the proper purposes of this Addendum. The Customer will not, and will cause its employees and Authorized Designees not to, (i) permit any third party to use the System or the Remote Access Services, (ii) sell, rent, license or otherwise use the System or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the System or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv) allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the System or the Remote Access Services, to be redistributed or retransmitted for other than use for or on behalf of the Customer, as State Street's customer. The Customer agrees that neither it nor its Authorized Designees will modify the System in any way, enhance or otherwise create derivative works based upon the System, nor will the Customer or its Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the System. The Customer acknowledges that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury to State Street inadequately compensable in damages at law and that State Street shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available. Limited Warranties State Street represents and warrants that it is the owner of and has the right to grant access to the System and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology and the necessity of relying upon third party sources, and data and pricing information obtained from third parties, the System and Remote Access Services are provided "AS IS", and the Customer and its Authorized Designees shall be solely responsible for the investment decisions, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to the Customer or its Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the System or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control. State Street will take reasonable steps to ensure that its products (and those of its third-party suppliers) reflect the available state of the art technology to offer products that are Year 2000 compliant, including, but not limited to, century recognition of dates, calculations that correctly compute same century and multi century formulas and date values, and interface values that reflect the date issues arising between now and the next one-hundred years, and if any changes are required, State Street will make the changes to its products at no cost to you and in a commercially reasonable time frame and will require third-party suppliers to do likewise. The Customer will do likewise for its systems. EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE. Infringement State Street will defend or, at our option, settle any claim or action brought against the Customer to the extent that it is based upon an assertion that access to the System or use of the Remote Access Services by the Customer under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that the Customer notifies State Street promptly in writing of any such claim or proceeding and cooperates with State Street in the defense of such claim or proceeding. Should the System or the Remote Access Services or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street's sole option, to (i) procure for the Customer the right to continue using the System or the Remote Access Services, (ii) replace or modify the System or the Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate this Addendum without further obligation. Termination Either party to the Custodian Agreement may terminate this Addendum (i) for any reason by giving the other party at least one-hundred and eighty (180) days' prior written notice in the case of notice of termination by State Street to the Customer or thirty (30) days' notice in the case of notice from the Customer to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. This Addendum shall in any event terminate within ninety (90) days after the termination of the Custodian Agreement. In the event of termination, the Customer will return to State Street all copies of documentation and other confidential information in its possession or in the possession of its Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years. Miscellaneous This Addendum and the exhibit hereto constitutes the entire understanding of the parties to the Custodian Agreement with respect to access to the System and the Remote Access Services. This Addendum cannot be modified or altered except in a writing duly executed by each of State Street and the Customer and shall be governed by and construed in accordance with the laws of The Commonwealth of Massachusetts. By its execution of the Custodian Agreement, the Customer, for itself and its Authorized Designees, accepts the terms of this Addendum EXHIBIT A to REMOTE ACCESS SERVICES ADDENDUM TO CUSTODIAN AGREEMENT IN~SIGHTSM System Product Description In~SightSM provides information delivery and on-line access to State Street. In~SightSM allows users a single point of entry into the many views of data created by the diverse systems and applications. Reports and data from systems such as Investment Policy MonitorSM, Multicurrency HorizonSM, Securities Lending, Performance & Analytics can be accessed through In~SightSM. This Internet-enabled application is designed to run from a Web browser and perform across low-speed data line or corporate high-speed backbones. In~SightSM also offers users a flexible toolset, including an ad-hoc query function, a custom graphics package, a report designer, and a scheduling capability. Data and reports offered through In~SightSM will continue to increase in direct proportion with the customer roll out, as it is viewed as the information delivery system will grow with State Street's customers. [GRAPHIC OMITED] FUNDS TRANSFER ADDENDUM OPERATING GUIDELINES 1. Obligation of the Sender: State Street is authorized to promptly debit Client's (as named below) account(s) upon the receipt of a payment order in compliance with the selected Security Procedure chosen for funds transfer and in the amount of money that State Street has been instructed to transfer. State Street shall execute payment orders in compliance with the Security Procedure and with the Client's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time will be deemed to have been received on the next business day. 2. Security Procedure: The Client acknowledges that the Security Procedure it has designated on the Selection Form was selected by the Client from Security Procedures offered by State Street. The Client shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated in writing to State Street. The Client must notify State Street immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Client's authorized personnel. State Street shall verify the authenticity of all instructions according to the Security Procedure. 3. Account Numbers: State Street shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. 4. Rejection: State Street reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of State Street's receipt of such payment order; (b) if initiating such payment order would cause State Street, in State Street's sole judgment, to exceed any volume, aggregate dollar, network, time, credit or similar limits upon wire transfers which are applicable to State Street; or (c) if State Street, in good faith, is unable to satisfy itself that the transaction has been properly authorized. 5. Cancellation or Amendment: State Street shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received in compliance with the Security Procedure provided that such requests are received in a timely manner affording State Street reasonable opportunity to act. However, State Street assumes no liability if the request for amendment or cancellation cannot be satisfied. 6. Errors: State Street shall assume no responsibility for failure to detect any erroneous payment order provided that State Street complies with the payment order instructions as received and State Street complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders. 7. Interest and Liability Limits: State Street shall assume no responsibility for lost interest with respect to the refundable amount of any unauthorized payment order, unless State Street is notified of the unauthorized payment order within thirty (30) days of notification by State Street of the acceptance of such payment order. In no event shall State Street be liable for special, indirect or consequential damages, even if advised of the possibility of such damages and even for failure to execute a payment order. 8. Automated Clearing House ("ACH") Credit Entries/Provisional Payments: When a Client initiates or receives ACH credit and debit entries pursuant to these Guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, State Street will act as an Originating Depository Financial Institution and/or Receiving Depository Institution, as the case may be, with respect to such entries. Credits given by State Street with respect to an ACH credit entry are provisional until State Street receives final settlement for such entry from the Federal Reserve Bank. If State Street does not receive such final settlement, the Client agrees that State Street shall receive a refund of the amount credited to the Client in connection with such entry, and the party making payment to the Client via such entry shall not be deemed to have paid the amount of the entry. 9. Confirmation Statements: Confirmation of State Street's execution of payment orders shall ordinarily be provided within 24 hours notice which may be delivered through State Street's proprietary information systems, such as, but not limited to Horizon and GlobalQuest , or by facsimile or callback. The Client must report any objections to the execution of a payment order within 30 days. Security Procedure(s) Selection Form Please select one or more of the funds transfer security procedures indicated below. SWIFT SWIFT (Society for Worldwide Interbank Financial Telecommunication) is a cooperative society owned and operated by member financial institutions that provides telecommunication services for its membership. Participation is limited to securities brokers and dealers, clearing and depository institutions, recognized exchanges for securities, and investment management institutions. SWIFT provides a number of security features through encryption and authentication to protect against unauthorized access, loss or wrong delivery of messages, transmission errors, loss of confidentiality and fraudulent changes to messages. SWIFT is considered to be one of the most secure and efficient networks for the delivery of funds transfer instructions. Selection of this security procedure would be most appropriate for existing SWIFT members. Standing Instructions Standing Instructions may be used where funds are transferred to a broker on the Client's established list of brokers with which it engages in foreign exchange transactions. Only the date, the currency and the currency amount are variable. In order to establish this procedure, State Street will send to the Client a list of the brokers that State Street has determined are used by the Client. The Client will confirm the list in writing, and State Street will verify the written confirmation by telephone. Standing Instructions will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the Standing Instruction will be confirmed by telephone prior to execution. Remote Batch Transmission Wire transfer instructions are delivered via Computer-to-Computer (CPU-CPU) data communications between the Client and State Street. Security procedures include encryption and or the use of a test key by those individuals authorized as Automated Batch Verifiers. Clients selecting this option should have an existing facility for completing CPU-CPU transmissions. This delivery mechanism is typically used for high-volume business. Global Horizon Interchangesm Funds Transfer Service Global Horizon Interchange Funds Transfer Service (FTS) is a State Street proprietary microcomputer-based wire initiation system. FTS enables Clients to electronically transmit authenticated Fedwire, CHIPS or internal book transfer instructions to State Street. This delivery mechanism is most appropriate for Clients with a low-to-medium number of transactions (5-75 per day), allowing Clients to enter, batch, and review wire transfer instructions on their PC prior to release to State Street. Telephone Confirmation (Callback) Telephone confirmation will be used to verify all non-repetitive funds transfer instructions received via untested facsimile or phone. This procedure requires Clients to designate individuals as authorized initiators and authorized verifiers. State Street will verify that the instruction contains the signature of an authorized person and prior to execution, will contact someone other than the originator at the Client's location to authenticate the instruction. Selection of this alternative is appropriate for Clients who do not have the capability to use other security procedures. Repetitive Wires For situations where funds are transferred periodically (minimum of one instruction per calendar quarter) from an existing authorized account to the same payee (destination bank and account number) and only the date and currency amount are variable, a repetitive wire may be implemented. Repetitive wires will be subject to a mutually agreed upon limit. If the payment order exceeds the established limit, the instruction will be confirmed by telephone prior to execution. Telephone confirmation is used to establish this process. Repetitive wire instructions must be reconfirmed annually. This alternative is recommended whenever funds are frequently transferred between the same two accounts. Transfers Initiated by Facsimile The Client faxes wire transfer instructions directly to State Street Mutual Fund Services. Standard security procedure requires the use of a random number test key for all transfers. Every six months the Client receives test key logs from State Street. The test key contains alpha-numeric characters, which the Client puts on each document faxed to State Street. This procedure ensures all wire instructions received via fax are authorized by the Client. We provide this option for Clients who wish to batch wire instructions and transmit these as a group to State Street Mutual Fund Services once or several times a day. Automated Clearing House (ACH) State Street receives an automated transmission or a magnetic tape from a Client for the initiation of payment (credit) or collection (debit) transactions through the ACH network. The transactions contained on each transmission or tape must be authenticated by the Client. Clients using ACH must select one or more of the following delivery options: Global Horizon Interchange Automated Clearing House Service Transactions are created on a microcomputer, assembled into batches and delivered to State Street via fully authenticated electronic transmissions in standard NACHA formats. Transmission from Client PC to State Street Mainframe with Telephone Callback Transmission from Client Mainframe to State Street Mainframe with Telephone Callback Transmission from DST Systems to State Street Mainframe with Encryption Magnetic Tape Delivered to State Street with Telephone Callback State Street is hereby instructed to accept funds transfer instructions only via the delivery methods and security procedures indicated. The selected delivery methods and security procedure(s) will be effective for payment orders initiated by our organization. Key Contact Information Whom shall we contact to implement your selection(s)? Client operations contact Alternate Contact Name Name Address Address City/State/Zip Code City/State/Zip Code Telephone Number Telephone Number Facsimile Number Facsimile Number SWIFT Number Telex Number [GRAPHIC OMITED] FUNDS TRANSFER ADDENDUM INSTRUCTION(S) TELEPHONE CONFIRMATION Fund Investment Adviser Authorized Initiators Please Type or Print Please provide a listing of Fund officers or other individuals are currently authorized to initiate wire transfer instructions to State Street: NAME TITLE (Specify whether position SPECIMEN SIGNATURE is with Fund or Investment Adviser) Authorized Verifiers Please Type or Print Please provide a listing of Fund officers of other individuals who will be CALLED BACK to verify the initiation of repetitive wires of $10 million or more and all non repetitive wire instructions: NAME CALLBACK PHONE NUMBER DOLLAR LIMITATION (IF ANY) EX-10 10 0010.txt PLAN OF DISTRIBUTION THE CALVERT GROUP OF FUNDS CLASS B and CLASS C DISTRIBUTION PLAN as approved by the Boards in November 1993 and as amended and restated September 2000 Pursuant to Rule 12b-1 Under the Investment Company Act of 1940 This Distribution Plan applies to Class B and Class C in each portfolio of the Calvert Funds listed in Schedule A (each a "Fund" and together, the "Funds") and to any future class for which this Distribution Plan has been approved in accordance with paragraph 2(a) below. For purposes of this Distribution Plan each series portfolio of a Fund is referred to herein as a "Series" and together, as the "Series". As permitted by Rule 12b-1 under the Investment Company Act of 1940 and in accordance with the terms and conditions of this Plan, as hereinafter set forth, a Fund may incur certain expenditures to promote itself and further the distribution of its shares. 1. Payment of Fee (a) As compensation for certain services performed and expenses assumed by each Fund's distributor and principal underwriter ("Distributor") each Fund may pay the Distributor a distribution fee (the "Distribution Fee"). The Distribution Fee is intended to compensate the Distributor for its marketing efforts, which include, but are not limited to the following costs: commissions and other payments advanced to sales personnel and third parties and related interest costs as permitted by the rules of the National Association of Securities Dealers, Inc. ("NASD"), printing and mailing prospectuses, sales literature and other relevant material to other than current shareholders, advertising and public relations, telemarketing, marketing-related overhead expenses and other distribution costs. Such Distribution Fee is in addition to any NASD service fee that may be paid hereunder and as described at Section 3(b) of the Distribution Agreement between the respective Funds and the Distributor, or any front-end or deferred sales charges the Distributor receives from a Fund with respect to sales or redemption of Fund shares. Total fees paid pursuant to this Plan, including the Distribution Fee described above, and the NASD service fee, shall not exceed the rate set forth in the attached Schedule B to this Plan. All agreements with any person relating to the implementation of this Plan shall be in writing, and such agreements shall be subject to termination, without penalty, pursuant to the provisions of paragraph 2(c) of this Plan. -9- (b) A Fund will pay each person which has acted as principal underwriter of its Class B shares its Allocable Portion (as such term is defined in the Distribution Agreement pursuant to which such person acts or acted as principal underwriter of the Class B Shares (the "Applicable Distribution Agreement")) of the Distribution Fee in respect of Class B Shares of the Fund. Such person shall be paid its Allocable Portion of such Distribution Fees notwithstanding such person's termination as Distributor of the Class B Shares of the Fund, such payments to be changed or terminated only: (i) as 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 the Fund's independent accountants that any asset based sales charges (as that term is defined by the NASD) in respect of such Fund, and which are not yet due and payable, must be accounted for by such Fund as a liability in accordance with GAAP, each after the effective date of this restated Distribution Plan; (ii) if in the sole discretion of the Board of Trustees/Directors, after due consideration of the relevant factors considered when adopting and/or amending this Distribution Plan including the transactions contemplated in that certain Purchase and Sale Agreement entered into between a Fund's Distributor and the commission financing entity, the Board of Trustees/Directors determines, subject to its fiduciary duty, that this Distribution Plan and the payments thereunder must be changed or terminated, notwithstanding the effect this action might have on the Fund's ability to offer and sell Class B shares; or (iii) in connection with a Complete Termination of this Distribution Plan, it being understood that for this purpose a Complete Termination of this Distribution Plan occurs only if, as to a Fund or Series, this Distribution Plan is terminated and the Fund has not adopted any other distribution plan with respect to its Class B or other substantially similar class of shares. The services rendered by a Distributor for which that Distributor is entitled to receive its Allocable Portion of the Distribution Fee shall be deemed to have been completed at the time of the initial purchase of the Commission Shares (as defined in the Distribution Agreement) taken into account in computing that Distributor's Allocable Portion of the Distribution Fee. The obligation of a Fund to pay the Distribution Fee shall terminate upon the termination of this Distribution Plan as to such Fund in accordance with the terms hereof. Except as provided in the preceding paragraph, a Fund's obligation to pay the Distribution Fee to a Distributor of the Class B Shares of the Fund 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 such Distributor and enforce such claims against any assets (other than its right to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of such Distributor). The right of a Distributor to receive the Distribution Fee, but not the relevant Distribution Agreement or that Distributor's obligations thereunder, may be transferred by that Distributor in order to raise funds which may be useful or necessary to perform its duties as principal underwriter, and any such transfer shall be effective upon written notice from that Distributor to the Fund. In connection with the foregoing, each Fund is authorized to pay all or part of the Distribution Fee directly to such transferee as directed by that Distributor. (c) Nothing in this Distribution Plan shall operate or be construed to limit the extent to which the Fund's Investment Advisor or any other person, other than the Fund, at its expense apart from the Distribution Plan, may incur costs and pay expenses associated with the distribution of Fund shares. 2. Effective Date and Term (a) This Distribution Plan shall become effective as to any Class of any Series upon approval by majority votes of (i) the Board of the Fund and the members thereof who are not interested persons within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 and have no direct or indirect financial interest in the operation of the Distribution Plan or in any agreements related to the Distribution Plan ("Qualified Trustees/Directors"), cast in person at a meeting called for the purpose of voting on this Distribution Plan, and (ii) the outstanding voting securities of the Fund. (b) This Distribution Plan shall remain in effect for one year from its adoption date and may continue in effect thereafter if this Distribution Plan is approved at least annually by a majority vote of the Board of the Fund, including a majority of the Qualified Trustees/Directors, cast in person at a meeting called for the purpose of voting on the Distribution Plan. (c) Subject to paragraph 1(b) above, this Distribution Plan may be terminated at any time without payment of any penalty by a majority vote of the Qualified Trustees/Directors or by vote of a majority of the outstanding voting securities of the Fund, or, with respect to the termination of this Distribution Plan as to a particular Class of a Portfolio, by a vote of a majority of the outstanding voting securities of that Class. (d) The provisions of this Distribution Plan are severable for each Series or Class, and whenever action is to be taken with respect to this Distribution Plan, that action must be taken separately for each Series or Class affected by the matter. 3. Reports The person authorized to direct the disposition of monies paid or payable by the Fund pursuant to the Distribution Plan shall provide, on at least a quarterly basis, a written report to each Fund's Board of the amounts expended pursuant to this Distribution Plan or any related agreements and the purposes for which such expenditures were made. 4. Selection of Disinterested Trustees/Directors While this Distribution Plan is in effect, the selection and nomination of those Trustees/Directors who are not interested persons of a Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 shall be committed to the discretion of the Trustees/Directors then in office who are not interested persons of the Fund. 5. Effect of Plan This Distribution Plan shall not obligate the Fund or any other party to enter into an agreement with any particular person. 6. Amendment This Distribution Plan may not be amended to increase materially the amount authorized in paragraph 1 hereof to be spent by a Fund for distribution without approval by a vote of the majority of the outstanding shares of such Fund, except that if the amendment relates only to a particular Class of a Fund, such approval need only be by a vote of the majority of the outstanding shares of that Class. All material amendments to this Distribution Plan must be approved by a majority vote of the Board of the Fund, and of the Qualified Trustees/Directors, cast in person at a meeting called for the purpose of voting thereon. SCHEDULE A 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 Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Restated 9/00 SCHEDULE B The total fees paid by the respective Class of each Series of a Fund pursuant to this Distribution Plan shall not exceed the rate, as a percentage of that Class' average annual net assets, set forth below: Fund/Series Class B Class C Distribution Service Distribution Service Fee Fee Fee Fee The Calvert Fund Calvert New Vision Small Cap Fund 0.75 0.25 0.75 0.25 Calvert Income Fund 0.75 0.25 0.75 0.25 Calvert Tax-Free Reserves Long-Term 0.75 0.25 0.75 0.25 Vermont Municipal 0.75 0.25 0.75 0.25 Calvert Municipal Fund National 0.75 0.25 N/A N/A California 0.75 0.25 N/A N/A Calvert Social Investment Fund Balanced 0.75 0.25 0.75 0.25 Equity 0.75 0.25 0.75 0.25 Bond 0.75 0.25 0.75 0.25 Managed Index 0.75 0.25 0.75 0.25 Technology Portfolio 0.75 0.25 0.75 0.25 Calvert World Values Fund International Equity 0.75 0.25 0.75 0.25 Capital Accumulation 0.75 0.25 0.75 0.25 Calvert New World Fund Calvert New Africa 0.75 0.25 0.75 0.25 First Variable Rate Fund Calvert First Gov. Money Market 0.75 0.25 0.75 0.25 Calvert Social Index Series 0.75 0.25 0.75 0.25 Calvert Impact Fund Calvert Large Cap Growth Fund 0.75 0.25 0.75 0.25 Calvert South Africa Fund 0.75 0.25 0.75 0.25 CALVERT IMPACT FUND, INC. PLAN OF DISTRIBUTION PURSUANT TO RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 Class A As permitted by Rule 12b-1 under the Investment Company Act of 1940 and in accordance with the terms and conditions of this Distribution Plan ("Plan"), as hereinafter set forth, Calvert Impact Fund, Inc. ("Fund") may incur certain expenditures to promote the Fund and further the distribution of shares of Fund. 1. Payment of Distribution Expenses. (a) The Fund may incur expenditures for certain expenses associated with the distribution of its shares. Such distribution expenses include, but need not be limited to: the cost of printing and mailing prospectuses, sales literature and other relevant material to other than current shareholders of the Fund; advertising and public relations; and payments to sales personnel, broker-dealers and other third parties in return for distribution assistance. Payments for distribution expenses incurred by the Fund pursuant to this Plan may be made directly or indirectly; however, all agreements with any person relating to the implementation of this Plan shall be in writing, and such agreements shall be subject to termination, without penalty, pursuant to the provisions of paragraph 2(c) of this Plan. (b) Distribution expenses incurred by the Fund pursuant to this Plan shall be as set forth on Schedule A to this Plan. (c) Nothing in this Plan shall operate or be construed to limit the extent to which the Fund's investment Advisor or any other person, other than the Fund, at its expense apart from this Plan, may incur costs and pay expenses associated with the distribution of Fund shares. 2. Effective Date and Term. (a) This Plan shall become effective upon approval by majority votes of (i) the Board of Directors of the Fund and the Directors who are not interested persons within the meaning of Section 2(a) (19) of the Investment Company Act of 1940 and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (such directors are hereinafter referred to as "Qualified Directors"), cast in person at a meeting called for the purpose of voting on this Plan, and (ii) the outstanding voting securities of the Fund. b) This Plan shall remain in effect for one year from its adoption date and may continue in effect thereafter if this Plan is approved at least annually by a majority vote of the directors of the Fund, including a majority of the Qualified Directors, cast in person at a meeting called for the purpose of voting on the Plan. c). This Plan may be terminated at any time by a majority vote of the Qualified Directors or by vote of a majority of the outstanding voting securities of the Fund or, with respect to a Portfolio, by a vote of a majority of the outstanding voting securities of that Portfolio. 3. Reports. The person authorized to direct the disposition of monies paid or payable by the Fund pursuant to 'he Plan shall provide, on at least a quarterly basis, a written report to The Fund's Board of Directors of the amounts expended pursuant to this Plan or any related agreement and the purposes for which such expenditures were made. 4. Selection of Disinterested Directors. While this Plan is in effect, the selection and nomination of those directors who are not interested persons of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 shall be committed to the discretion of the directors then in office who are not interested persons of the Fund. 5. Effect of Plan. This Plan shall not obligate the Fund or any other person to enter into an agreement with any particular person. 6. Amendment. This Plan may not be amended to increase materially the amount authorized in paragraph l(b) hereof to be spent for distribution without approval by a vote of the majority of the outstanding securities of the Fund or, with respect to a Portfolio, by a vote of a majority of the outstanding voting securities of the Portfolio. All material amendments to this Plan must be approved by a majority vote of the Board of Directors of the Fund, and of the Qualified Directors, cast in person at a meeting called for the purpose of voting thereon. September 2000 Calvert Impact Fund, Inc. Calvert Large Cap Growth Fund and Calvert South Africa Fund ("The Portfolios") PLAN OF DISTRIBUTION PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940 Class A Distribution Plan expenses incurred by the Portfolios, pursuant to this Plan may not exceed, on an annual basis, 0.25%, of the Portfolios' Class A average daily net assets. - -7- EX-11 11 0011.txt EDGAR EXHIBIT 11 DRAFT CONSENT OF COUNSEL Re: Calvert Impact Fund, Inc. Calvert South Africa Fund Ladies and Gentlemen: As counsel to the Calvert Impact Fund, Inc. Calvert South Africa Fund, it is my opinion that: (i) Calvert Impact Fund, Inc. is an open-end management company registered under the Securities Act of 1933 and the Investment Company Act of 1940, and is duly organized and validly existing in good standing under the laws of the State of Maryland; (ii) Calvert South Africa Fund is a series of Calvert Impact Fund, Inc.; (iii) The Agreement and Plan of Reorganization and the execution and filing of the Plan have been duly authorized and approved by all requisite action by the Board of Directors of Calvert Impact Fund, Inc., and the Plan has been duly executed and delivered by Calvert South Africa Fund and is a valid and binding obligation of Calvert Impact Fund, Inc. and its series, Calvert South Africa Fund; and (iv) Calvert South Africa Fund shares to be issued pursuant to the Agreement and Plan of Reorganization (the "Plan") have been duly authorized and upon issuance thereof in accordance with the Plan will be validly issued, fully paid and non-assessable shares of beneficial interest of Calvert South Africa Fund. My opinion is based on an examination of documents related to the Calvert Impact Fund, Inc. Calvert South Africa Fund, including its Articles of Incorporation, its By-Laws, other original or photostatic copies of corporate records, certificates of public officials, documents, papers, statutes, and authorities as I deemed necessary to form the basis of this opinion. Very truly yours, SULLIVAN & WORCESTER LLP [DATE] EX-12 12 0012.txt TAX OPINION EDGAR EXHIBIT 12 Exhibit 12 The RISA Fund [DATE], 2001 DRAFT _____________, 2001 The RISA Fund 225 South 15th Street, Suite 930 Philadelphia, PA 19102 Re: Acquisition of Assets of The RISA Fund Ladies and Gentlemen: You have asked for our opinion as to certain Federal income tax consequences of the transaction described below. Parties to the Transaction The RISA Fund ("Target Fund") is a series of Harvest Funds, a Delaware business trust. Calvert South Africa Fund ("Acquiring Fund") is a series of Calvert Impact Fund, Inc., a Maryland corporation. Description of Proposed Transaction In the proposed transaction (the "Reorganization"), Acquiring Fund will acquire all of the assets of Target Fund in exchange for shares of Acquiring Fund of equivalent value and the assumption of the identified liabilities of Target Fund. Target Fund will then dissolve and distribute all of the Acquiring Fund shares which it holds to its shareholders pro rata in proportion to their shareholdings in Target Fund, in complete redemption of all outstanding shares of Target Fund. Scope of Review and Assumptions In rendering our opinion, we have reviewed and relied upon the form of Agreement and Plan of Reorganization between Acquiring Fund and Target Fund (the "Reorganization Agreement") which is enclosed in a prospectus/proxy statement, registration number 33-44968, to be filed with the United States Securities and Exchange Commission on or about April 17, 2000, which describes the proposed transactions, and on the information provided in such prospectus/proxy statement. We have relied, without independent verification, upon the factual statements made therein, and assume that there will be no change in material facts disclosed therein between the date of this letter and the date of the closing of the transaction. We further assume that the transaction will be carried out in accordance with the Reorganization Agreement. Representations Written representations, copies of which are attached hereto, have been made to us by the appropriate officers of Target Fund and Acquiring Fund, and we have without independent verification relied upon such representations in rendering our opinions. Opinions Based on and subject to the foregoing, and our examination of the legal authority we have deemed to be relevant, we have the following opinions: 1. The transfer of all of the assets of Target Fund in exchange for shares of Acquiring Fund and assumption by Acquiring Fund of the identified specified liabilities of Target Fund followed by the distribution of said Acquiring Fund shares to the shareholders of Target Fund in dissolution and liquidation of Target Fund will constitute a reorganization within the meaning of 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"), and Acquiring Fund and Target Fund will each be "a party to a reorganization" within the meaning of 368(b) of the Code. 2. No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund solely in exchange for Acquiring Fund shares and the assumption by Acquiring Fund of the identified liabilities of Target Fund. 3. No gain or loss will be recognized to Target Fund upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the assumption by Acquiring Fund of the identified liabilities of Target Fund, or upon the distribution (whether actual or constructive) of such Acquiring Fund shares to the shareholders of Target Fund in exchange for their Target Fund shares. 4. The shareholders of Target Fund will recognize no gain or loss upon the exchange of their Target Fund shares for Acquiring Fund shares in liquidation of Target Fund. 5. The aggregate basis of the Acquiring Fund shares received by each Target Fund shareholder pursuant to the Reorganization will be the same as the aggregate basis of the Target Fund shares held by such shareholder immediately prior to the Reorganization. 6. The holding period of the Acquiring Fund shares received by each Target Fund shareholder will include the period during which the Target Fund shares exchanged therefor were held by such shareholder, provided the Target Fund shares were held as a capital asset on the date of the Reorganization. 7. The basis of the assets of Target Fund acquired by Acquiring Fund will be the same as the basis of those assets in the hands of Target Fund immediately prior to the Reorganization, and the holding period of the assets of Target Fund in the hands of Acquiring Fund will include the period during which those assets were held by Target Fund. This opinion letter is delivered to you in satisfaction of the requirements of Section 8(d) of the Reorganization Agreement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form N-14 relating to the Reorganization and to use of our name and any reference to our firm in such Registration Statement or in the prospectus/proxy statement constituting a part thereof. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, SULLIVAN & WORCESTER LLP EX-13 13 0013.txt TRANSFER AGENCY CONTRACT SUB-TRANSFER AGENCY AND SERVICE AGREEMENT between CALVERT SHAREHOLDER SERVICES, INC. and STATE STREET BANK AND TRUST COMPANY TABLE OF CONTENTS 1. Duties of the Bank 1 2. Fees and Expenses 3 3. Wire Transfer Operating Guidelines 4 4. Data Access and Proprietary Information 5 5. Indemnification 6 6. Standard of Care 8 7. Covenants of the Transfer Agent and the Bank 8 8. Representations and Warranties of the Bank 9 9. Representations and Warranties of the Transfer Agent 9 10. Termination of Agreement 10 11. Assignment 10 12. Amendment 10 13. Massachusetts Law to Apply 10 14. Force Majeure 11 15. Consequential Damages 11 16. Limitation of Shareholder Liability 11 17. Merger of Agreement 11 18. Survival 11 19. Severability 11 20. Counterparts 12 SUB-TRANSFER AGENCY AND SERVICE AGREEMENT AGREEMENT made as of the 15th day of August, 1996, by and between, Calvert Shareholder Services, Inc. a corporation, having its principal office and place of business at 4550 Montgomery Ave. Suite 1000N, Bethesda, Maryland, 20814 (the "Transfer Agent"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company having its principal office and place of business at 225 Franklin Street, Boston, Massachusetts 02110 (the "Bank"); WHEREAS, the Transfer Agent has been appointed by each of the investment companies (including each series thereof) listed on Schedule A (the "Fund(s)"), each an open-end management investment company registered under the Investment Company Act of 1940, as amended, as transfer agent, dividend disbursing agent and shareholder servicing agent in connection with certain activities, and the Transfer Agent has accepted each such appointment; WHEREAS, the Transfer Agent has entered into a Transfer Agency and Service Agreement with each of the Funds (including each series thereof) listed on Schedule A pursuant to which the Transfer Agent is responsible for certain transfer agency and dividend disbursing functions for each Fund's authorized and issued shares of common stock or shares of beneficial interest as the case may be ("Shares") and each Fund's shareholders ("Shareholders") and the Transfer Agent is authorized to subcontract for the performance of its obligations and duties thereunder in whole or in part with the Bank; WHEREAS, the Transfer Agent desires to appoint the Bank as its sub-transfer agent, and the Bank desires to accept such appointment; NOW, THEREFORE, in consideration of the mutual covenant herein contained, the parties hereto agree as follows: 1. Duties of the Bank 1.1 Subject to the terms and conditions set forth in this Agreement, the Bank shall act as the Transfer Agent's sub-transfer agent for Shares in connection with any accumulation plan, open account, dividend reinvestment plan, retirement plan or similar plan provided to Shareholders and set out in each Fund's currently effective prospectus and statement of additional information ("Prospectus"), including without limitation any periodic investment plan or periodic withdrawal program. As used herein the term '"Shares" means the authorized and issued shares of common stock, or shares of beneficial interest, as the case may be, for each Fund listed in Schedule A. In accordance with procedures established from time to time by agreement between the Transfer Agent and the Bank, the Bank shall provide the services listed in this Section 1. (a) The Bank shall: (i) receive for acceptance, orders for the purchase of Shares, and promptly deliver payment and appropriate documentation thereof to the Custodian of each Fund authorized pursuant to the Articles of Incorporation or organization of each Fund (the "Custodian"); (ii) pursuant to purchase orders, issue the appropriate number of Shares and hold such Shares in the appropriate Shareholder account; (iii) receive for acceptance redemption requests and redemption directions and deliver the appropriate documentation thereof to the Custodian; (iv) in respect to the transactions in items (i), (ii) and (iii) above, the Bank shall execute transactions directly with broker-dealers authorized by each Fund; (v) at the appropriate time as and when it receives monies paid to it by the Custodian with respect to any redemption, pay over or cause to be paid over in the appropriate manner such monies as instructed by the redeeming Shareholders; (vi) effect transfers of Shares by the registered owners thereof upon receipt of appropriate instructions; (vii) prepare and transmit payments for dividends and distributions declared by each Fund; (viii) issue replacement certificates for those certificates alleged to have been lost, stolen or destroyed upon receipt by the Bank of indemnification satisfactory to the Bank and protecting the Bank and each Fund, and the Bank at its option, may issue replacement certificates in place of mutilated stock certificates upon presentation thereof and without such indemnity; (ix) maintain records of account for and advise the Transfer Agent and its Shareholders as to the foregoing; and (x) Record the issuance of Shares of each Fund and maintain pursuant to Rule 17Ad-10(e) of the Securities Exchange Act of 1934 as amended (the "Exchange Act of 1934") a record of the total number of Shares of each Fund which are authorized, based upon data provided to it by each Fund or the Transfer Agent, and issued and outstanding. The Bank shall also provide each Fund on a regular basis with the total number of Shares which are authorized and issued and outstanding and shall have no obligation, when recording the issuance of Shares, to monitor the issuance of such Shares or to take cognizance of any laws relating to the issue or sale of such Shares, which functions shall be the sole responsibility of each Fund or the Transfer Agent. 1.2 (a) For reports, the Bank shall: (i) maintain all Shareholder accounts, prepare meeting, proxy, and mailing lists, withhold taxes on US resident and non-resident alien accounts, prepare and file US Treasury Department reports required with respect to interest, dividends and distributions by federal authorities for all Shareholders, prepare confirmation forms and statements of account to Shareholders for all purchases and redemptions of Shares and other confirmable transactions in Shareholder account information. (b) For blue sky reporting the Bank shall provide a system that will enable each Fund or the Transfer Agent to monitor the total number of Shares sold in each State, and each Fund or the Transfer Agent shall: (i) identify to the Bank in writing those transactions and assets to be treated as exempt from blue sky reporting for each State; and (ii) verify the establishment of transactions for each State on the System prior to the activity for each State, the responsibility of the Bank for each Fund's blue sky state registration status is solely limited to the initial establishment of transactions subject to blue sky compliance by the Fund or the Transfer Agent and the reporting of such transactions to the Fund as provided above. 1.3 Per the attached service responsibility schedule procedures as to who shall provide certain of these services in Section 1 may be established from time to time by agreement between the Transfer Agent and the Bank. The Bank may at times perform only a portion of these services and the Transfer Agent may perform these services on each Fund's behalf. 1.4 The Bank shall provide additional services on behalf of the Transfer Agent (i.e., escheat services) that may be agreed upon in writing between the Bank and the Transfer Agent. 2. Fees and Expenses 2.1 For the performance by the Bank pursuant to this Agreement, the Transfer Agent agrees to pay the Bank an annual maintenance fee for each Shareholder account as set out in the initial fee schedule attached hereto. Such fees and out-of-pocket expenses and advances identified under Section 2.2 below may be changed from time to time subject to mutual written agreement between the Transfer Agent and the Bank. 2.2 In addition to the fee paid under Section 2.1 above, the Transfer Agent agrees to reimburse the Bank for out-of-pocket expenses, including, but not limited to confirmation production, postage, forms, telephone, microfilm, microfiche, tabulating proxies, records storage, or advances incurred by the Bank for the items set out in the fee schedule attached hereto. In addition, any other expenses incurred by the Bank at the request or with the consent of the Transfer Agent, will be reimbursed by the Transfer Agent. 2.3 The Transfer Agent agrees to pay all fees and reimbursable expenses within fifteen days following the receipt of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all shareholder accounts shall be advanced to the Bank by the Transfer Agent at least seven (7) days prior to the mailing date of such materials. 3. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial Code 3.1 The Bank is authorized to promptly debit the appropriate Transfer Agent account(s) upon the receipt of a payment order in compliance with the selected security procedure (the "Security Procedure") chosen for funds transfer and in the amount of money that the Bank has been instructed to transfer. The Bank shall execute payment orders in compliance with the Security Procedure and with the Transfer Agent's instructions on the execution date provided that such payment order is received by the customary deadline for processing such a request, unless the payment order specifies a later time. All payment orders and communications received after this time frame will be deemed to have been received the next business day. 3.2 The Transfer Agent acknowledges that the Security Procedure it has designated on the Transfer Agent Selection Form was selected by the Transfer Agent from security procedures offered by the Bank. The Transfer Agent shall restrict access to confidential information relating to the Security Procedure to authorized persons as communicated to the Bank in writing. The Transfer Agent must notify the Bank immediately if it has reason to believe unauthorized persons may have obtained access to such information or of any change in the Transfer Agent's authorized personnel. The Bank shall verify the authenticity of all such instructions according to the Security Procedure. 3.3 The Bank shall process all payment orders on the basis of the account number contained in the payment order. In the event of a discrepancy between any name indicated on the payment order and the account number, the account number shall take precedence and govern. 3.4 When a Transfer Agent initiates or receives Automated Clearing House ("ACH") credit and debit entries pursuant to these guidelines and the rules of the National Automated Clearing House Association and the New England Clearing House Association, the Bank will act as an Originating Depository Financial Institution and/or receiving Depository Financial Institution, as the case may be, with respect to such entries. Credits given by the Bank with respect to an ACH credit entry are provisional until the Bank receives final settlement for such entry from the Federal Reserve Bank. If the Bank does not receive such final settlement, the Transfer Agent agrees that the Bank shall receive a refund of the amount credited to the Transfer Agent in connection with such entry, and the party making payment to the Transfer Agent via such entry shall not be deemed to have paid the amount of the entry. 3.5 The Bank reserves the right to decline to process or delay the processing of a payment order which (a) is in excess of the collected balance in the account to be charged at the time of the Bank's receipt of such payment order, or (b) if the Bank, in good faith, is unable to satisfy itself that the transaction has been properly authorized. 3.6 The Bank shall use reasonable efforts to act on all authorized requests to cancel or amend payment orders received if requests are received in a timely manner affording the Bank reasonable opportunity to act. However, the Bank assumes no liability if the request for amendment or cancellation cannot be satisfied. 3.7 The Bank shall assume no responsibility for failure to detect any erroneous payment order provided that the Bank complies with the payment order instructions as received and the Bank complies with the Security Procedure. The Security Procedure is established for the purpose of authenticating payment orders only and not for the detection of errors in payment orders. 3.8 The Bank shall assume no responsibility for lost interest with respect to the retransfer Agentable amount of any unauthorized payment order unless the Bank is notified of the unauthorized payment order within thirty (30) days of notification by the Bank of the acceptance of such payment order. In no event (including failure to execute a payment order) shall the Bank be liable for special, indirect or consequential damages, even if advised of the possibility of such damages. 3.9 Confirmation of Bank's execution of payment orders shall ordinarily be provided within 24 hours notice of which may be delivered through the Bank's proprietary information systems, or by facsimile or call-back. Client must report any objections to the execution of an order within 30 days. 4. Data Access and Proprietary Information The Transfer Agent acknowledges that the data bases, computer programs, screen formats, report formats, interactive design techniques, and other information furnished to the Transfer Agent by the Bank are provided solely in connection with the services rendered under this Agreement and constitute copyrighted trade secrets or proprietary information of substantial value to the Bank. Such databases, programs, formats, designs, techniques and other information are collectively referred to below as "Proprietary Information". The Transfer Agent agrees that it shall treat all Proprietary Information as proprietary to the Bank and further agrees that it shall not divulge any Proprietary Information to any person or organization except as expressly permitted hereunder. The Transfer Agent agrees for itself and its employees and Agents: (a) to use such programs and databases (i) solely on the Transfer Agent's computers, or (ii) solely from equipment at the locations agreed to between the Transfer Agent and the Bank and (iii) in accordance with the Bank's applicable user documentation; (b) to refrain from copying or duplicating in any way (other than in the normal course of performing processing on the Transfer Agent's computers) any part of any Proprietary Information; (c) to refrain from obtaining unauthorized access to any programs, data or other information not owned by the Transfer Agent, and if such access is accidentally obtained, to respect and safeguard the same Proprietary Information; (d) to refrain from causing or allowing proprietary information transmitted from the Bank's computer to the Transfer Agent's terminal to be retransmitted to any other computer terminal or other device except as expressly permitted by the Bank, such permission not to be unreasonably withheld; (e) that the Transfer Agent shall have access only to those authorized transactions as agreed to between the Transfer Agent and the Bank; and (f) to honor reasonable written requests made by the Bank to protect at the Bank's expense the rights of the Bank in Proprietary Information at common law and under applicable statutes. Each party shall take reasonable efforts to advise its employees of their obligations pursuant to this Section 4. 5. Indemnification 5.1 Except as provided in Section 6, herein, the Bank shall not be responsible for, and the Transfer Agent shall indemnify and hold the Bank harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to: (a) all actions of the Bank or its agent or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct; (b) the Transfer Agent's lack of good faith, negligence or willful misconduct; (c) the reliance on or use by the Bank or its agents or subcontractors of information, records, documents or services which (i) are given to the Bank or its agents or subcontractors, and (ii) have been prepared, maintained or performed by the Transfer Agent or any other person or firm on behalf of the Transfer Agent including but not limited to any previous transfer agent or registrar excluding the Bank; (d) the reliance on, or the carrying out by the Bank or its agents or subcontractors of any instructions or requests of the Transfer Agent; and (e) the offer or sale of Shares in violation of any requirement under the federal securities laws or regulations or the securities laws or regulations of any state that such Shares be registered in such state or in violation of any stop order or other determination or ruling by any federal agency or any state with respect to the offer or sale of such Shares in such state. 5.2 At any time the Bank may apply to any officer of the Transfer Agent for instructions, and may consult with legal counsel with respect to any matter arising in connection with the services to be performed by the Bank under this Agreement, and the Bank and its Agents or subcontractors shall not be liable and shall be indemnified by the Transfer Agent for any action taken or omitted by it in reliance upon such instructions or upon the opinion of such counsel. The Bank, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Transfer Agent, reasonably believed by the Batik as being in good order and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided the Bank or its Agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Transfer Agent, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Transfer Agent. The Bank, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signatures of the officers of the Transfer Agent, and the proper countersignature of the Transfer Agent or any former transfer agent or former registrar, or of a co-transfer agent or co-registrar. 5.3 In order that the indemnification provisions contained in this Section 5 shall apply, upon the assertion of a claim for which the Transfer Agent may be required to indemnify the Bank, the Bank shall promptly notify the Transfer Agent of such assertion, and shall keep the Transfer Agent advised with respect to all developments concerning such claim. The Transfer Agent shall have the option to participate with the Bank in the defense of such claim or to defend against said claim in its own name or in the name of the Bank. The Bank shall in no case confess any claim or make any compromise in any case in which the Transfer Agent may be required to indemnify the Bank except with the Transfer Agent's prior written consent. 6. Standard of Care 6.1 The Bank shall at all times act in good faith and agrees to use its best efforts within reasonable limits to insure the accuracy of all services performed under this Agreement, but assumes no responsibility and shall not be liable for loss or damage due to errors unless said errors are caused by its negligence, bad faith, or willful misconduct or that of its employees. 6.2 The Bank shall work with the Transfer Agent to ensure that a Fund is made whole by the responsible party for any material losses or damages resulting from errors, material unreconciled items, carelessness, negligence, bad faith, or willful misconduct by the Bank or its agents or subcontractors, or that of their employees. Neither the Bank, its agents or subcontractors, nor the Transfer Agent may waive full liability for losses or damages based on the above. 6.3 Errors identified as caused by the sub-transfer agent will not be charged to the Funds in the monthly billing. 7. Covenants of the Transfer Agent and the Bank 7.1 The Bank hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Transfer Agent for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices. 7.2 The Bank shall keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the Investment Company Act of 1940, as amended, and the Rules thereunder, the Bank agrees that all such records prepared or maintained by the Bank relating to the services to be performed by the Bank hereunder are the property of the Transfer Agent and will be preserved, maintained and made available in accordance with such Section and Rules, and will be surrendered promptly to the Transfer Agent on and in accordance with its request. 7.3 The Bank and the Transfer Agent agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law. 7.4 In case of any requests or demands for the inspection of the Shareholder records of the Transfer Agent, the Bank will endeavor to notify the Transfer Agent and to secure instructions from an authorized officer of the Transfer Agent as to such inspection. The Bank reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person. 8. Representations and Warranties of the Bank The Bank represents and warrants to the Transfer Agent that: (a) it is a trust company duly organized and existing and in good standing under the laws of The Commonwealth of Massachusetts; (b) it is duly qualified to carry on its business in The Commonwealth of Massachusetts; (c) it is empowered under applicable laws and by its Charter and By-Laws to enter into and perform this Agreement; (d) all requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (e) it has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; and (f) it is registered as a transfer agent undo Section 17A(c)(2) of the Exchange Act. 9. Representations and Warranties of the Transfer Agent The Transfer Agent represents and warrants to the Bank that: (a) it is a corporation duly organized and existing and in good standing under the laws of the State of Delaware; (b) it is empowered under applicable laws and by its Articles of Incorporation and By-Laws to enter into and perform this Agreement; (c) all corporate proceedings required by said Articles of Incorporation and By-Laws have been taken to authorize it to enter into and perform this Agreement. (d) it is registered as a transfer agent under Section 17A(c)(2) of the Exchange Act. 10. Termination of Agreement 10.1 This Agreement shall continue for a period of five years (the "Initial Term") and be renewed or terminated as stated below. 10.2 This Agreement shall terminate upon the termination of the Transfer Agency Agreement between the Funds and the Transfer Agent. 10.3 This Agreement may be terminated or renewed after the Initial Term by either party upon ninety (90) days written notice to the other. 10.4 Should the Transfer Agent exercise its right to terminate, all reasonable out-of-pocket expenses associated with the movement of records and material will be borne by the Transfer Agent. Additionally, the Bank reserves the right to charge for any other reasonable expenses associated with such termination and/or a charge equivalent to the average of three (3) months' fees. 11. Assignment 11.1 Except as provided in Section 11.3 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party. 11.2 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns. 11.3 The Bank will, without further consent on the part of the Transfer Agent, subcontract for the performance hereof with National Financial Data Services, Inc., a subsidiary of BFDS duly registered as a transfer agent pursuant to Section 17A(c)(2) provided, however, that the Bank shall be as fully responsible to the Transfer Agent for the acts and omissions of any subcontractor as it is for its own acts and omissions. 12. Amendment This Agreement may be amended or modified by a written agreement executed by both parties. 13. Massachusetts Law to Apply This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of The Commonwealth of Massachusetts. 14. Force Majeure In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes. 15. Consequential Damages Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any consequential damages arising out of any act or failure to act hereunder. 16. Limitations of Shareholder Liability Each party hereby expressly acknowledges that recourse against the Funds shall be subject to those limitations provided by governing law and the Declaration of Trust or Articles of Incorporation of the Funds, as applicable, and agrees that obligations assumed by the Funds pursuant to the Transfer Agency Agreement shall be limited in all cases to the Funds and their respective assets. Each party shall not seek satisfaction from the Shareholders or any individual Shareholder of the Funds, nor shall any party seek satisfaction of any obligations from the Directors\Trustees or any individual Director\Trustee of the Funds. 17. Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written. 18. Survival All provisions regarding indemnification, warranty, liability, and limits thereon, and confidentiality and/or protection of proprietary rights and trade secrets shall survive the termination of this Agreement. 19. Severability If any provision or provisions of this Agreement shall be held invalid, unlawful, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 20. Counterparts This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day first written above. CALVERT SHAREHOLDER SERVICES, INC. BY: /s/ Karen Becker TITLE: Vice President ATTEST: Katherine Stoner STATE STREET BANK AND TRUST COMPANY BY: /s/ Ronald E. Logue TITLE: Executive Vice President ATTEST: Francine Hayes AMENDMENT TO SUB-TRANSFER AGENCY AND SERVICE AGREEMENT between CALVERT SHAREHOLDER SERVICES, INC. and STATE STREET BANK AND TRUST COMPANY General Background: Calvert Shareholder Services, Inc. ("CSSI"), and State Street Bank and Trust Company ("State Street") entered into a sub-transfer agency and service agreement ("Agreement") dated August 15, 1996. For accounting reasons, CSSI desires to amend the Agreement by assigning the contract for the transfer agent functions (except for shareholder servicing) to each Calvert Group Fund. CSSI will continue to be responsible for the shareholder servicing and for any responsibilities currently shown as Transfer Agent responsibilities in Fund Service Responsibilities attachment to the Agreement. The Agreement must be assigned to the Calvert Group Funds for accounting purposes. CSSI and State Street must each consent to this assignment. Changes caused by this assignment: The current subtransfer agent, National Financial Data Services, Inc. ("NFDS"), will bill each Calvert Group Fund, rather than CSSI, and each Calvert Group Fund shall pay State Street or its billing agent, NFDS, all fees and expenses incurred under the Agreement on behalf of each respective Calvert Group Fund. NFDS will be shown in each Calvert Group Fund prospectus and statement of additional information as the Transfer Agent, while CSSI will be shown as the shareholder servicing agent. State Street (NFDS) will continue to perform those functions shown in the Agreement as Bank responsibilities. CSSI will continue to perform the Transfer Agent responsibilities, as shown in the Fund Service Responsibilities attachment to the Agreement. The Assignment: This Amendment, dated as of the first day of January, 1998, by and among CSSI and State Street: Now, Therefore, CSSI and State Street each hereby agree that the Agreement will be between each Calvert Group Fund and State Street, and each hereby agrees that the Agreement is so assigned. In Witness Whereof, CSSI and State Street have caused this Amendment to be executed by their duly authorized officers, effective as of January 1, 1998. Calvert Shareholder Services, Inc. State Street Bank and Trust Company By: /s/ By: /s/ Name: Karen Becker Name: Ronald E. Logue Title: Vice President, Operations Title: Executive Vice President Date: February 18, 1998 Date: February 20, 1998 Acacia Capital Corporation First Variable Rate Fund Calvert Tax-Free Reserves Calvert Social Investment Fund Calvert Cash Reserves The Calvert Fund By: /s/ Calvert Municipal Fund, Inc. Name: William M. Tartikoff Calvert World Values Fund, Inc. Title: Senior Vice President and Secretary Calvert New World Fund, Inc. Date: February 18, 1998 November 29, 2000 State Street Bank and Trust Company C/o Boston Financial Data Services, Inc. Legal Department 1250 Hancock Street, Suite 300N Quincy, MA 02169 Ladies and Gentlemen: This is to advise you that we would like the following to be added to the Transfer Agency and Service Agreement: Calvert Social Index Series, Inc., a new registered investment company with a single portfolio, Calvert Social Index Fund, and Calvert Impact Fund, Inc., a new registered investment company with a single portfolio, Calvert Large Cap Growth Fund In accordance with the Additional Funds provision in Section 12 of the Sub-Transfer Agency and Service Agreement dated August 15, 1996, as amended January 1, 1998, between the Calvert Shareholder Services and State Street Bank and Trust Company (the "Agreement"), the above-referenced Funds hereby requests that you act as Transfer Agent for them under the terms of the Agreement. The Calvert Social Index Fund commenced operations on June 30, 2000, and the Calvert Large Cap Growth Fund commenced operations on October 31, 2000. Please indicate your acceptance of the foregoing by executing two copies of this letter, returning one to the Funds and retaining one for your records. Sincerely, Agreed and Accepted: CALVERT SOCIAL INDEX SERIES, INC. CALVERT IMPACT FUND, INC. State Street Bank and Trust Company By: By: Susan Walker Bender Assistant Secretary EX-13.2 14 0014.txt SERVICING AGREEMENT (CSSI) SERVICING AGREEMENT This Agency Agreement, originally entered into January 1, 1998, by and between Calvert Shareholder Services, Inc., a Delaware corporation having its principal place of business in Bethesda, Maryland ("CSS"), and registered investment companies sponsored by Calvert Group, Ltd. and its subsidiaries and set forth on Schedule A ("Calvert Group Funds" or "Funds") and amended and restated __________________, 2000 to add Calvert Impact Fund, Inc. as a party. The Funds have entered into a transfer agency and service agreement with the State Street Bank and Trust of Boston, Massachusetts ("State Street") ("State Street Agreement"). 1. Appointments. The Funds hereby appoints CSS as servicing agent, agent and shareholder servicing agent for the Funds, and CSS hereby accepts such appointment and agrees to perform those duties in accordance with the terms and conditions set forth in this Agreement. 2. Documentation. The Funds will furnish CSS with all documents, certificates, contracts, forms, and opinions which CSS, in its discretion, deems necessary or appropriate in connection with the proper performance of its duties under this Agreement. 3. Services to be Performed. CSS will be responsible for telephone servicing functions, system interface with State Street and oversight of State Street's administering and performing their duties pursuant to the State Street Agreement. The details of the operating standards and procedures to be followed will be determined from time to time by agreement between CSS and the Funds. 4. Recordkeeping and Other Information. CSS will, commencing on the effective date of this Agreement, to the extent necessary create and maintain all necessary shareholder accounting records in accordance with all applicable laws, rules and regulations, including but not limited to records required by Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act"), and the rules thereunder, as amended from time to time. All such records will be the property of the Fund and will be available for inspection and use by such Fund. 5. Audit, Inspection and Visitation. CSS 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 SEC, a Fund or any person retained by a Fund. 6. Compensation. The Funds will compensate CSS on a monthly basis for the services performed pursuant to this Agreement, at the rate of compensation set forth in Schedule A. Out of pocket expenses incurred by CSS and not included in Schedule A will be reimbursed to CSS by the Fund, as appropriate; such expenses may include, but are not limited to, special forms and postage for mailing the forms. These charges will be payable in full upon receipt of a billing invoice. In lieu of reimbursing CSS for these expenses, any Fund may, in its discretion, directly pay the expenses. 7. Use of Names. No Fund will not use the name of CSS in any prospectus, sales literature or other material relating to the Fund in any manner without prior approval by CSS; provided, however, that CSS will approve all uses of its name that merely refer in accurate terms to its appointment under this Agreement or that are required by the SEC or a State Securities Commission; and, provided, further, that in no event will approval be unreasonably withheld. 8. Security. CSS represents and warrants that, to the best of its knowledge, the various procedures and systems that CSS proposes to implement with regard to safeguarding from loss or damage attributable to fire, theft or any other cause (including provision for twenty-four hour a day restricted access) the Fund's, records and other data and CSS's records, data, equipment, facilities and other property used in the performance of its obligations under this Agreement are adequate and that it will implement them in the manner proposed and make such changes from time to time as in its judgment are required for the secure performance of obligations under this Agreement. 9. Limitation of Liability. Each Fund will indemnify and hold CSS 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 such Fund as a party) other than such Fund not resulting from CSS's bad faith, willful misfeasance, reckless disregard of its obligations and duties, or negligence arising out of, or in connection with, CSS's performance of its obligations under this Agreement. To the extent CSS has not acted with bad faith, willful misfeasance, reckless disregard of its obligations and duties, or gross negligence, each Fund will also indemnify and hold CSS harmless against any losses, claims, damages, liabilities or expenses (including reasonable counsel fees and expenses) resulting from any claim, demand, action or suit resulting from the negligence of such Fund, or CSS's acting upon any instructions reasonably believed by it to have been executed or communicated by any person duly authorized by such Fund, or as a result of CSS's acting in reliance upon advice reasonably believed by CSS to have been given by counsel for the Fund, or as a result of CSS's acting in reliance upon any instrument reasonably believed by it to have been genuine and signed, countersigned or executed by the proper person. CSS's liability for any and all claims of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from the design, development, lease, repair, maintenance, operation or use of data processing systems and the maintenance of a Funds' shareholder account records as provided for by this Agreement will in the aggregate not exceed the total of CSS's compensation hereunder for the six months immediately preceding the discovery of the circumstances giving rise to such liability. In no event will CSS be liable for indirect, special, or consequential damages (even if CSS 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 the shareholder accounting system, cost of capital, cost of substitute facilities, programs or services, downtime costs, or claims of shareholders for such damage. 10. Limitation of Liability of the Fund. CSS acknowledges that it accepts the limitations upon the liability of the Funds. CSS agrees that each Fund's obligations under this Agreement in any case will be limited to such Fund and to its assets and that CSS will not seek satisfaction of any obligation from the shareholders of the Fund nor from any director, trustee, officer, employee or agent of such Fund. 11. Force Majeure. CSS will not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, CSS will take reasonable steps to minimize service interruptions but will have no liability with respect thereto. 12. Amendments. CSS and each Fund will regularly consult with each other regarding CSS's performance of its obligations under this Agreement. Any change in a 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 prospectus which would require a change in CSS's obligations under this Agreement will be subject to CSS's approval, which will not be unreasonably withheld. 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. 13. Termination. This Agreement will continue in effect until January 1, 2002, and thereafter as the parties may mutually agree; provided, however, that this Agreement may be terminated at any time by either party upon at least sixty days' prior written notice to the other party; and provided further that this Agreement may be terminated immediately at any time for cause either by any Fund or CSS in the event that such cause remains unremedied for no less than ninety days after receipt of written specification of such cause. Any such termination will not affect the rights and obligations of the parties under Paragraphs 9 and 10 hereof. In the event that a Fund designates a successor to any of CSS's obligations hereunder, CSS will, at the expense and direction of such Fund, transfer to such successor all relevant books, records and other data of such Fund established or maintained by CSS under this Agreement. 15. 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 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 day and year first above written. CALVERT GROUP FUNDS By: CALVERT SHAREHOLDER SERVICES, INC. By: SERVICING AGREEMENT SCHEDULE A For its services under this Servicing Agreement, Calvert Shareholder Services, Inc., is entitled to receive from the Calvert Funds (Except Acacia Capital Corporation) fees as set forth below: Fund and Portfolio Annual Account Fee*foot1 Account fees are charged monthly based on the highest number of non-zero balance accounts outstanding during the month. Transaction Fee First Variable Rate Fund First Variable Rate Fund (d/b/a $11.59 $.84 Calvert First Government Money Market) Calvert Tax-Free Reserves Money Market 13.35 .97 Limited-Term 3.67 .42 Long-Term 2.67 .31 California Money Market 12.74 .93 Vermont Municipal 3.40 .39 CALVERT MUNICIPAL FUND, INC California Intermediate 3.48 .40 National Intermediate 3.31 .38 Maryland Intermediate 4.64 .53 Virginia Intermediate 3.35 .38 calvert cash reserves Institutional Prime Fund 11.83 .86 THE CALVERT FUND Income 4.22 .48 New Vision Small Cap 5.90 .67 CALVERT SOCIAL INVESTMENT FUND Money Market 11.92 .87 Bond 4.85 .55 Balanced 4.63 .53 Equity 5.24 .60 Managed Index 5.24 .65 Technology 6.00 .65 CALVERT WORLD VALUES FUND, INC. International Equity 5.36 .61 Capital Accumulation 6.26 .72 CALVERT NEW WORLD FUND New Africa Fund 3.91 .45 CALVERT SOCIAL INDEX SERIES, INC. Calvert Social Index Fund 6.00 .65 CALVERT IMPACT FUND, INC. Calvert Large Cap Growth Fund 6.00 .65 Calvert South Africa Fund 6.00 .65 Acacia Capital Corporation fee is as follow: .03% (three basis points) on the first $500 million of average net assets and .02% (two basis points) over $500 million of average net assets, minus the fees paid by Acacia Capital Corporation to State Street Bank and Trust pursuant to the State Street Agreement (except for out of pocket expenses). Restated September 2000 EX-13.3 15 0015.txt ADMINISTRATIVE SERVICES AGREEMENT ADMINISTRATIVE SERVICES AGREEMENT Calvert IMPACT FUND, INC. ADMINISTRATIVE SERVICES AGREEMENT, made this ___ day of ____, 2000 by and between CALVERT ADMINISTRATIVE SERVICES COMPANY, a Delaware corporation ("CASC"), and Calvert IMPACT FUND, INC., organized as a Maryland corporation (the "Fund"), each having its principal place of business at 4550 Montgomery Avenue, Bethesda, Maryland. 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(es), 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 Directors of the Fund and of its officers, and to the terms of its Articles 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 Director of the Fund if properly elected, or enter into any other relationship with the Fund approved by the 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 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 the 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 January 1, 2002, 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, Inc. By Title Calvert IMPACT FUND, INC. By Title ADMINISTRATIVE SERVICES AGREEMENT SCHEDULE A Listed below are the Series and Classes of Calvert Impact Fund, Inc., that are subject to receive administrative services from Calvert Administrative Services Company, Inc. ("CASC") under this Administrative Services Agreement dated ______________. Calvert Large Cap Growth Fund Class A 0.20% Class B 0.20% Class C 0.20% Class I 0.10% Calvert South Africa Fund Class A 0.20% Class B 0.20% Class C 0.20% Class I 0.10% EX-14 16 0016.txt CONSENT OF INDEPENDENT AUDITOR CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our firm name and to all references to our Firm included in the Registration Statement on Form N-14 of the Calvert Impact Fund. /s/ Arthur Andersen LLP Philadelphia, Pennsylvania February 21, 2001 EX-14.2 17 0017.txt CONSENT OF INDEPENDENT AUDITOR Exhibit 14 CONSENT OF INDEPENDENT AUDITORS We consent to the following with respect to the Registration Statement of Calvert Impact Fund, Inc. on Form N-14 under the Securities Act of 1933, relative to the transfer of all the assets and liabilities of Calvert New Africa Fund to the Calvert South Africa Fund in exchange for shares of the Calvert South Africa Fund. 1. The incorporation by reference of our report dated March 31, 2000 on our audit of the financial statements and financial highlights of Calvert New Africa Fund, which report is included in the Annual Report to Shareholders for the year ended March 31, 2000, in the Statement of Additional Information dated July 31, 2000. 2. The reference to our Firm under the heading "Independent Accountants and Custodians" in the Statement of Additional Information dated July 31, 2000 of the Calvert New Africa Fund. PRICEWATERHOUSECOOPERS, L.L.P. Baltimore, Maryland EX-16 18 0018.txt POWER OF ATTORNEY FORMS POWER OF ATTORNEY I, the undersigned Director of Calvert Impact Fund, Inc. (the "Fund"), hereby constitute William M. Tartikoff, Susan Walker Bender, Ivy Wafford Duke and Jennifer P. Streaks my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, all registration statements and amendments filed by the Fund with any federal or state agency, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign. The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and all state laws regulating the securities industry. The same persons are further authorized to sign my name to any document needed to maintain the lawful operation of the Fund in connection with any transaction approved by the Board of Directors. WITNESS my hand on the date set forth below. /s/ Ronald Wolfsheimer Date Signature /s/ Ivy Wafford Duke Ivy Wafford Duke Ronald Wolfsheimer Witness Name of Director POWER OF ATTORNEY I, the undersigned Director of Calvert Impact Fund, Inc. (the "Fund"), hereby constitute William M. Tartikoff, Susan Walker Bender, Ivy Wafford Duke and Jennifer P. Streaks my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, all registration statements and amendments filed by the Fund with any federal or state agency, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign. The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and all state laws regulating the securities industry. The same persons are further authorized to sign my name to any document needed to maintain the lawful operation of the Fund in connection with any transaction approved by the Board of Directors. WITNESS my hand on the date set forth below. September 22, 2000 /s/ Joy V. Jones Date Signature Joy V. Jones Witness Name of Director POWER OF ATTORNEY I, the undersigned Director of Calvert Impact Fund, Inc. (the "Fund"), hereby constitute William M. Tartikoff, Susan Walker Bender, Ivy Wafford Duke and Jennifer P. Streaks my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, all registration statements and amendments filed by the Fund with any federal or state agency, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign. The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and all state laws regulating the securities industry. The same persons are further authorized to sign my name to any document needed to maintain the lawful operation of the Fund in connection with any transaction approved by the Board of Directors. WITNESS my hand on the date set forth below. September 21, 2000 /s/ Rebecca L. Adamson Date Signature Rebecca L. Adamson Witness Name of Director POWER OF ATTORNEY I, the undersigned Director of Calvert Impact Fund, Inc. (the "Fund"), hereby constitute William M. Tartikoff, Susan Walker Bender, Ivy Wafford Duke and Jennifer P. Streaks my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, all registration statements and amendments filed by the Fund with any federal or state agency, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign. The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and all state laws regulating the securities industry. The same persons are further authorized to sign my name to any document needed to maintain the lawful operation of the Fund in connection with any transaction approved by the Board of Directors. WITNESS my hand on the date set forth below. September 22, 2000 /s/ Barbara J. Krumsiek Date Signature Barbara J. Krumsiek Witness Name of Director POWER OF ATTORNEY I, the undersigned Director of Calvert Impact Fund, Inc. (the "Fund"), hereby constitute William M. Tartikoff, Susan Walker Bender, Ivy Wafford Duke and Jennifer P. Streaks my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, all registration statements and amendments filed by the Fund with any federal or state agency, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign. The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and all state laws regulating the securities industry. The same persons are further authorized to sign my name to any document needed to maintain the lawful operation of the Fund in connection with any transaction approved by the Board of Directors. WITNESS my hand on the date set forth below. September 22, 2000 /s/ D. Wayne Silby Date Signature D. Wayne Silby Witness Name of Director EX-17 19 0019.txt CODE OF ETHICS CODE of ETHICS REVISIONS.doc Revised December 1999 CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES Calvert Asset Management Company, Inc. Calvert-Sloan, Advisers, L.L.C. Calvert Distributors, Inc. First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Social Investment Fund The Calvert Fund Calvert Municipal Fund Inc. Calvert World Values Fund, Inc. Calvert Variable Series, Inc. Calvert Cash Reserves Calvert New World Fund, Inc. The Code of Ethics and Insider Trading Policies and Procedures are designed to protect the public from abusive trading practices and to maintain ethical standards for access persons when dealing with the public. Active leadership and integrity of management dictates these principles be diligently implemented and monitored. The Code of Ethics imposes the following general obligations: - - Information concerning the purchase and sale of securities learned in connection with an access person's service, is property of the Fund, Adviser or employer and may not be used for personal benefit. - - Fiduciary duties mandate suitable investment opportunities be presented first to the Fund, Adviser, or employer and should not be exercised even after full disclosure for personal benefit. - - Material inside information must be kept confidential and restricts trading of securities. - - Front running, market manipulation and deceptive trading practices are abusive techniques prohibited by these procedures and may result, in fines, termination or legal actions by third parties. - - Access persons may not purchase IPOs due to the high potential for abusive trading practices. - - Access persons must not trade in securities with knowledge that the Fund, Adviser, Sub-Adviser or employer is considering to make a similar purchase or sale of the same securities. - - Access persons shall not engage in transactions that create a conflict of interest including but not limited to inappropriately making decisions on behalf of a Fund regarding securities or private placements personally owned by the access person. Code of Ethics Guidelines The legal definition of a security is very broad and incorporates the purchase and sale of public, private, registered and exempt from registration securities, as well as derivatives. To ease the burden of following these guidelines, the Code of Ethics reporting and disclosure obligations as well as preclearance policies do not apply to the following: 1) The sale and purchase of open-end mutual funds including money market funds. 2) The sale and purchase of U.S. Government, U.S. Government agency securities and municipal securities in trade amounts of less than $20,000. 3) Acquisitions through stock dividend plans, spin-offs or other distributions applied to all holders of the same class of securities. 4) Acquisitions through the exercise of rights issued pro rata to all holders. 5) Acquisitions through gifts or bequests. 6) Trades in any S & P 500 company of 500 shares or less. 7) Trades in REITS and variable insurance products. A. Disclosure of Holdings & Duplicate Statements and Confirmations for the purchase and sale of securities or options on securities by access persons. To assure that abusive or unethical trading practices are not conducted by access persons, access persons are required to disclose personal securities holdings including private placement holdings and send duplicate brokerage and confirmation statements to the attention of the Compliance Officer at Calvert Group, Ltd., 4550 Montgomery Avenue, Bethesda, MD 20814. Personal securities holdings must be disclosed at the point of hire and upon annual acknowledgement of these procedures. Duplicate statements and confirmations are required for any access person's account or an account over which the access person has either custody, control or beneficial ownership. Account statements for immediate family members are also required."Beneficial ownership" shall have the same meaning as in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security, [has or shares voting power (the power to vote or direct the voting of the security) or investment power (the power to dispose of or direct the disposition of the security).] Beneficial ownership" includes accounts of a spouse, minor children and relatives resident in the access person's home, as well as accounts of another person if by reason of any contract, understanding, relationship, agreement or other arrangement the access person obtains therefrom benefits substantially equivalent to those of ownership, e.g., as Trustee, Settlor, Beneficiary, Power of Attorney. All information provided to the Compliance Officer will be confidential. Statements and confirmations will be reviewed by the Compliance Officer or his or her designee(s) for any pattern of transactions involving parallel transactions (portfolio and individual both buying or both selling the same security) generally within a 15 day period before or after the transaction date. Among the factors that will be considered in the analysis of whether any provision of the Code has been violated will be the number and dollar value of the transactions, the trading volume of the securities in question, the length of time the security is held by the individual and the individual's involvement in the investment process. While the focus of this procedure of the Code is on "patterns", it is important to note that a violation could result from a single transaction if the circumstances warrant a finding that the underlying principles of fair dealing have been violated. The Compliance Officer or his or her designee(s), will similarly review the personal securities holdings reports provided to the Compliance Officer. B. Preclearance Policy Because of the sensitive nature of securities trading, the Compliance Officer will notify certain access persons and investment personnel about the need to follow a preclearance policy. Attachment A will be used by designated access persons seeking preclearance for securities trades including preclearance by investment personnel for private placement transactions. Those individuals subject to the preclearance policy will not be exempt from the general prohibitions listed in the Code or the Policies and Procedures designed to prevent insider trading. The Compliance Officer will review with the Directors/Trustees periodically a list of persons who are subject to the preclearance policy and the criteria used to select such individuals. The preclearance authorization shall be valid for a period of three business days unless a further extension of time is indicated by the Compliance Officer. C. Notification of Reporting Obligation - Annual Certification to Board Members of the Legal Department will be responsible for notifying all access persons about the duty to forward trade confirmations to the Compliance Officer. Once informed of the duty to forward trade confirmations, an access person has a continuing obligation to provide such confirms, in a timely manner, until such time as notified otherwise. Information compiled in Compliance Officer reports is available for inspection by the SEC or other regulatory authorities at any time during the five-year period following the end of the fiscal year in which each report is made. Annually, the Legal Department will prepare a written " Issues and Certification Report" for the Board that: - - describes any issues that have arisen under this Code of Ethics or its procedures since the last report, including information about material Code of Ethics or procedure violations and sanctions imposed in response to those violations; and - - certifies to the Board that the adopted Code of Ethics and its procedures provide reasonably necessary measures to prevent investment personnel from violating the Code and applicable procedures. The Code of Ethics and any material changes to its provisions and/or procedures must be approved by a majority of the Board, including a majority of the independent directors. D. Restrictions as to Gifts, Entertainment, Favors and Directorships 1. Gifts, Entertainment and Favors. Access Persons must not make business decisions that are influenced or appear to be influenced by giving or accepting gifts, entertainment or favors. Access persons are prohibited from receiving any gift or other thing of more than de minimis value from any person or entity that does business with or on behalf of Calvert Asset Management Company, Calvert-Sloan Advisers, or Calvert Distributors Inc. Invitations to an occasional meal, sporting event or other similar activity will not be deemed to violate this restriction unless the occurrence of such events is so frequent or lavish as to suggest an impropriety. The President/CEO of Calvert Group must approve the acceptance of any gift, entertainment or favor with a per gift value of more than $100.00. 2. Directorships. (a) General Rule: No access person, other than a Disinterested Fund Director/Trustee, may serve on the Board of Directors of a publicly-held or private for-profit company absent prior written approval from the Calvert Group, Ltd. Board of Directors and/or the applicable Fund's Board of Directors/Trustees. Disinterested Directors/Trustees must provide annual disclosure about directorships and other potential conflicts of interest. (b) Applications for Approval: Applications for approval to serve as a director of a publicly traded or private for-profit company shall be directed, in writing, to the office of the General Counsel for prompt forwarding to the Calvert Group, Ltd. Board of Directors and the respective Fund's Board of Directors/Trustees. Authorization may be granted where it is determined that such board service would be consistent with the interests of the Funds and their shareholders. (c) Subsequent Investment Management Activities: Whenever an access person is granted approval to serve as a director of a publicly-traded or private for-profit company, he or she shall personally refrain from participating in any deliberation, recommendations, or considerations of whether or not to recommend that any securities of that company be purchased, sold or retained in the investment portfolio of any Calvert Group Fund or Calvert Asset Management Company managed account. E. Enforcement and Sanctions Each violation of this Code shall be reported to the Board of Directors/Trustees of the applicable Fund or entity at or before the next regular meeting of the Board. Upon discovering or otherwise being informed of a violation of this Code, the Board of Directors/Trustees may take any action it deems appropriate including, inter alia, a letter of censure, termination with respect to portfolio management duties regarding the Fund, or recommending to the operating companies, suspension or removal from office, imposition of a fine or termination of employment of the violator. F. Recordkeeping Each entity shall maintain such lists, records, and reports as are required by law. G. Insider Trading Policy and Procedures 1. Scope of Policy Statement This Policy Statement is drafted broadly; it will be applied and interpreted in a similar manner. This Policy Statement applies to securities trading and information handling by all access persons. The law of insider trading is unsettled; an individual legitimately may be uncertain about the application of the Policy Statement in a particular circumstance. Often, a single question can forestall disciplinary action or complex legal problems. You should direct any questions relating to the Policy Statement to an attorney in the Calvert Group Legal Department. You must also notify an attorney in the Legal Department if you have any reason to believe that a violation of the Policy Statement has occurred or is about to occur. 2. Policy Statement on Insider Trading Calvert forbids any officer, director\trustee or employee from trading, either personally or on behalf of others, including mutual funds managed by Calvert, on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as "insider trading." Calvert's policy applies to each Fund, its investment advisor, its principal underwriter, and every officer, director and employee thereof, and extends to activities within and outside their duties at Calvert. Every officer, director, trustee and employee must read and retain this policy statement. Any questions regarding Calvert's policy and procedures should be referred to an attorney in the Calvert Legal Department. An officer, director, trustee or employee must notify an attorney in the Legal Department immediately if they have any reason to believe that a violation of the Policy Statement has occurred or is about to occur. The term "insider trading" is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an "insider") or to communications of material nonpublic information to others. While the law concerning insider trading is not static, it is generally understood that the law prohibits: a) trading by an insider, while in possession of material nonpublic information; or b) trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider's duty to keep it confidential or was misappropriated; or c) communicating material nonpublic information to others. i. Who is an Insider? The concept of "insider" is broad. It includes officers, directors, trustees and employees of a company. In addition, a person can be a "temporary insider" if he or she enters into a special confidential relationship in the conduct of a company's affairs and as a result is given access to information solely for the company's purposes. A temporary insider can include, among others, a company's attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, Calvert may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider. ii. What is Material Information? Trading on inside information is not a basis for liability unless the information is material. "Material Information" generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company's securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments. Material information also may relate to the market for a company's securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material. Similarly, prepublication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on prepublication information about the Wall Street Journal's Heard on the Street column. It is conceivable that similar advance reports of securities to be bought or sold by a large, influential institutional investor, such as a Fund, may be deemed material to an investment in those portfolio securities. Advance knowledge of important proposed government regulation, for example, could also be deemed material information regarding companies in the regulated industry. iii. What is Nonpublic Information? Information is nonpublic until it has been disseminated broadly to investors in the market place. Tangible evidence of such dissemination is the best indication that the information is public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones "tape" or the Wall Street Journal or some other publication of general circulation, and after sufficient time has passed so that the information has been disseminated widely iv. Penalties for Insider Trading Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include: - - civil injunctions - - treble damages - - disgorgement of profits - - jail sentences - - fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and - - fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided. In addition, any violation of this policy statement can be expected to result in serious sanctions by Calvert, up to and including dismissal of the persons involved. 3. Identifying Inside Information Before a Calvert employee executes any trade for him/herself or on behalf of others, including investment companies managed by Calvert, in the securities of a company about which the employee may have potential inside information, the following questions should be considered: a) Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? b) Is the information nonpublic? How was the information obtained? To whom has this information been provided? Has the information been disseminated broadly to investors in the marketplace by being published in Reuters, The Wall Street Journal or other publications of general circulation? Is it on file with the Securities and Exchange Commission? If, after consideration of the above, it is found that the information is material and nonpublic, or if there are questions as to whether the information is material and nonpublic, the following steps should be taken: a) Report the matter immediately to the Compliance Officer or an attorney in the Legal Department. b) The securities should not be purchased or sold by the officer, director, trustee or employee for him/herself or on behalf of others, including investment companies managed by Calvert. c) The information should not be communicated inside or outside Calvert, other than to the Legal Department. d) After the issue has been reviewed, the Legal Department will instruct the officer, director, or employee as to whether to continue the prohibitions against trading and communication, or allowing the trade and communication of the information. 4. Contacts with Public Companies. For Calvert, contacts with public companies represent an important part of our research efforts. Calvert may make investment decisions on the basis of the firm's conclusions formed through such contacts and analysis of publicly-available information. Difficult legal issues arise, however, when, in the course of these contacts, a Calvert employee or other person subject to this Policy Statement becomes aware of material, nonpublic information. This could happen, for example, if a company's chief financial officer prematurely discloses quarterly results to an analyst or an investor relation representative makes a selective disclosure of adverse news to a handful of investors. In such situation, Calvert must make a judgment as to its further conduct. For the protection of the company and its employees, the Legal Department should be contacted if an employee believes that he/she has received material, nonpublic information. 5. Tender Offers Tender offers represent a particular concern in the law of insider trading for two reasons. First, tender offer activity often produces extraordinary gyrations in the price of the target company's securities. Trading during this time period is more likely to attract regulatory attention (and produces a disproportionate percentage of insider trading cases). Second, the SEC has adopted a rule which expressly forbids trading and "tipping" while in possession of material, nonpublic information regarding a tender offer received from the tender offeror, the target company or anyone acting on behalf of either. Calvert employees and others subject to this Policy Statement should exercise particular caution any time they become aware of nonpublic information relating to a tender offer. 6. Education Another aspect of Calvert's compliance procedures will be to keep Calvert personnel and other access persons informed. This memorandum serves as a basic primer on what constitutes inside information and periodic memoranda will be distributed, particularly when a significant case dealing with the subject has been decided. All new employees will be given a copy of this statement and will be required to read it and agree to its conditions. All employees will be required to confirm their understanding and acknowledgment of the statement on an annual basis. Attachment A [GRAPHIC OMITED] MEMO To: Legal Department; Compliance From: Re: Prior Approval of Access Person Trading in Securities The following proposed security(ies) transaction(s) was (were) reviewed by the Fund, or designated employee of the Advisor (Chief Investment Officer or Director of Research) pursuant to Calvert Group's Code of Ethics: Name of Advisory Person: Security (ies) to be Purchased or Sold: Basis of Approval or Denial: Fund or Advisor Designee Signature Signature Page CODE OF ETHICS AND INSIDER TRADING POLICY AND PROCEDURES ACKNOWLEDGEMENT FORM I have read and understand Calvert Group's Code of Ethics and Insider Trading Policy and Procedures and will comply in all respects with such procedures. Signature Date Print Name ATTACHMENT B ACCESS PERSONS SUBJECT TO PRECLEARANCE FOR SECURITIES TRANSACTIONS INCLUDING PRIVATE PLACEMENTS Michael Abramo Fatima Batalvi Susan Bender Ying-Wei Chen Tom Dailey Ivy Duke Patrick Faul Victor Frye David Gibson Ceasar Gonzales Donna Gomez Greg Habeeb Dan Hayes Hui Ping Ho Mohammed Javaid Anu Khondokar Tracy Knight Barbara Krumsiek Emmett Long Reno Martini Gary Miller John Nichols Matt Nottingham Kendra Plemmons Carmen Reid Chris Santos Bill Tartikoff Laurie Webster Ron Wolfsheimer Mike Yuhas INVESTMENT PERSONNEL SUBJECT SOLEY TO PRIVATE PLACEMENT PRECLEARANCE Members of the Special Equities Committee of the Board of Directors/Trustees The term "entity" will be used for any organization adopting these procedures. For those organizations which are investment companies as defined under the Investment Company Act of 1940, the term "Fund" may also be used if applicable. Access person means any director/trustee, officer, general partner, or employee of any entity adopting these procedures who participates in the selection of securities (other than high social impact securities or special equity securities) or who has access to information regarding impending purchases or sales [See rule 17 j-1(e)]. The General Counsel or Compliance Officer may designate any person, including an independent contractor or consultant, as an access person, who, as such, shall provide signed acknowledgement of the receipt of these procedures and their applicability. A current list of access persons and investment personnel subject to preclearance or other requirements shall be maintained by the Compliance Officer. For this purpose, "securities" include options on securities and securities that are convertible into or exchangeable for securities held or to be acquired by a fund. A security is being considered for purchase once a recommendation has been documented, communicated and under serious evaluation by the purchaser or seller. Evidence of consideration may include such things as approved recommendations in current research reports, pending or active order tickets, and a watch list of securities under current evaluation. Disinterested Directors and/or Trustees as defined by the Investment Company Act of 1940, are excluded from the duplicate statement and confirmation requirement unless the General Counsel or Compliance Officer imposes a different standard due to an entity's active trading strategy and/or the information available to the Disinterested Directors and/or Trustees. All account information is subject to regulatory review. The trade confirmations of persons other than disinterested directors or trustees may be disclosed to other senior officers of the Fund or to legal counsel as deemed necessary for compliance purposes and to otherwise administer the Code of Ethics. EX-17.2 20 0020.txt 18F-3 MULTIPLE CLASS PLAN 18f-3 Multiple Class Plan As Restated June 2000 THE CALVERT GROUP OF FUNDS RULE 18F-3 MULTIPLE CLASS PLAN UNDER THE INVESTMENT COMPANY ACT OF 1940 AS RESTATED JUNE 2000 FOR THE SOLE PURPOSE OF ADDING CALVERT SOCIAL INDEX SERIES, INC. TO THE PLAN RULE 18F-3 UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT"), REQUIRES THAT AN INVESTMENT COMPANY DESIRING TO OFFER MULTIPLE CLASSES OF SHARES PURSUANT TO THE RULE ADOPT A PLAN SETTING FORTH THE DIFFERENCES AMONG THE CLASSES WITH RESPECT TO SHAREHOLDER SERVICES, DISTRIBUTION ARRANGEMENTS, EXPENSE ALLOCATIONS AND ANY RELATED CONVERSION FEATURES OR EXCHANGE PRIVILEGES. ANY MATERIAL AMENDMENT TO THE PLAN MUST BE APPROVED BY THE INVESTMENT COMPANY'S BOARD OF TRUSTEES/DIRECTORS, INCLUDING A MAJORITY OF THE DISINTERESTED BOARD MEMBERS, WHO MUST FIND THAT THE PLAN IS IN THE BEST INTERESTS OF EACH CLASS INDIVIDUALLY AND THE INVESTMENT COMPANY AS A WHOLE. THIS RULE 18F-3 MULTIPLE CLASS PLAN ("PLAN") SHALL APPLY TO THOSE FUNDS IN THE CALVERT GROUP OF FUNDS LISTED IN EXHIBIT I (EACH A "FUND" AND COLLECTIVELY, "FUNDS") AND TO ANY FUTURE FUND FOR WHICH THIS PLAN HAS BEEN APPROVED IN ACCORDANCE WITH THE ABOVE PARAGRAPH. THE PROVISIONS OF THIS PLAN ARE SEVERABLE FOR EACH FUND OR SERIES THEREOF ("SERIES") OR CLASS, AND WHENEVER ACTION IS TO BE TAKEN WITH RESPECT TO THIS PLAN, THAT ACTION MUST BE TAKEN SEPARATELY FOR EACH FUND, SERIES OR CLASS AFFECTED BY THE MATTER. 1. CLASS DESIGNATION. A FUND MAY OFFER SHARES DESIGNATED CLASS A, CLASS B, CLASS C , CLASS I, AND FOR CERTAIN MONEY MARKET PORTFOLIOS, CLASS O AND CLASS T. 2. DIFFERENCES IN AVAILABILITY. CLASS A, CLASS B, CLASS C, AND CLASS O SHARES SHALL EACH BE AVAILABLE THROUGH THE SAME DISTRIBUTION CHANNELS, EXCEPT THAT (A) CLASS B SHARES MAY NOT BE AVAILABLE THROUGH SOME DEALERS AND ARE NOT AVAILABLE FOR PURCHASES OF $500,000 OR MORE, (B) CLASS B SHARES OF CALVERT FIRST GOVERNMENT MONEY MARKET FUND ARE AVAILABLE ONLY THROUGH EXCHANGE FROM CLASS B OR CLASS C SHARES OF ANOTHER CALVERT FUND, AND (C) CLASS C SHARES MAY NOT BE AVAILABLE THROUGH SOME DEALERS AND ARE NOT AVAILABLE FOR PURCHASES OF $1 MILLION OR MORE. CLASS I SHARES ARE GENERALLY AVAILABLE ONLY DIRECTLY FROM CALVERT GROUP AND NOT THROUGH DEALERS, AND EACH CLASS I SHAREHOLDER MUST MAINTAIN A $1 MILLION MINIMUM ACCOUNT BALANCE. CLASS T SHARES ARE ONLY AVAILABLE THROUGH CERTAIN DEALERS. 3. DIFFERENCES IN SERVICES. THE SERVICES OFFERED TO SHAREHOLDERS OF EACH CLASS SHALL BE SUBSTANTIALLY THE SAME, EXCEPT THAT THE RIGHTS OF ACCUMULATION, LETTERS OF INTENT AND REINVESTMENT PRIVILEGES SHALL BE AVAILABLE ONLY TO HOLDERS OF CLASS A SHARES. CLASS I PURCHASES AND REDEMPTIONS MAY ONLY BE MADE BY BANK WIRE. CLASS T SHARES HAVE LIMITED SERVICES BY CALVERT, RATHER THE SERVICES TO SHAREHOLDERS ARE PROVIDED BY THE DEALER OFFERING THE CLASS T SHARES. 4. DIFFERENCES IN DISTRIBUTION ARRANGEMENTS. CLASS A SHARES SHALL BE OFFERED WITH A FRONT-END SALES CHARGE, AS SUCH TERM IS DEFINED IN RULE 2830 OF THE CONDUCT RULES OF THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. THE AMOUNT OF THE SALES CHARGE ON CLASS A SHARES IS SET FORTH AT EXHIBIT II. SALES OF CLASS A SHARES OF $1 MILLION OR MORE SOLD AT NAV SHALL BE SUBJECT TO A 1.00% CONTINGENT DEFERRED SALES CHARGE ("CDSC") IF THE SHARES ARE REDEEMED WITHIN ONE YEAR OF PURCHASE. CLASS A SHARES SHALL BE SUBJECT TO A DISTRIBUTION PLAN ADOPTED PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. THE AMOUNT OF THE DISTRIBUTION PLAN EXPENSES FOR CLASS A SHARES, AS SET FORTH AT EXHIBIT II, ARE USED TO PAY THE FUND'S PRINCIPAL UNDERWRITER FOR DISTRIBUTING AND OR PROVIDING SERVICES TO THE FUND'S CLASS A SHARES. THIS AMOUNT INCLUDES A SERVICE FEE AT THE ANNUAL RATE OF .25 OF 1% OF THE VALUE OF THE AVERAGE DAILY NET ASSETS OF CLASS A. CLASS B SHARES SHALL BE OFFERED WITH A CDSC AND NO FRONT-END SALES CHARGE. THE AMOUNT OF THE CDSC ON CLASS B SHARES IS SET FORTH AT EXHIBIT II. CLASS B SHARES SHALL BE SUBJECT TO A DISTRIBUTION PLAN ADOPTED PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. THE AMOUNT OF THE DISTRIBUTION PLAN EXPENSES FOR CLASS B SHARES, AS SET FORTH AT EXHIBIT II, ARE USED TO PAY EACH FUND'S PRINCIPAL UNDERWRITER FOR DISTRIBUTING AND OR PROVIDING SERVICES TO THE FUND'S CLASS B SHARES. THIS AMOUNT INCLUDES A SERVICE FEE AT THE ANNUAL RATE OF .25 OF 1% OF THE VALUE OF THE AVERAGE DAILY NET ASSETS OF CLASS B. CLASS C SHARES SHALL NOT BE SUBJECT TO A FRONT-END SALES CHARGE, BUT SHALL BE SUBJECT TO A 1.00% CDSC IF THE SHARES ARE REDEEMED WITHIN ONE YEAR OF PURCHASE. CLASS C SHARES SHALL BE SUBJECT TO A DISTRIBUTION PLAN ADOPTED PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. THE AMOUNT OF THE DISTRIBUTION PLAN EXPENSES FOR CLASS C SHARES ARE SET FORTH AT EXHIBIT II. THE CLASS C DISTRIBUTION PLAN PAYS EACH APPLICABLE FUND'S PRINCIPAL UNDERWRITER FOR DISTRIBUTING AND OR PROVIDING SERVICES TO SUCH FUND'S CLASS C SHARES. THIS AMOUNT INCLUDES A SERVICE FEE AT THE ANNUAL RATE OF .25 OF 1% OF THE VALUE OF THE AVERAGE DAILY NET ASSETS OF CLASS C. CLASS I AND CLASS O SHARES SHALL BE SUBJECT TO NEITHER A FRONT-END SALES CHARGE, NOR A CDSC, NOR ARE THEY SUBJECT TO A DISTRIBUTION PLAN ADOPTED PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. CLASS T SHARES SHALL BE SUBJECT TO NEITHER A FRONT-END SALES CHARGE, NOR A CDSC, BUT THEY ARE SUBJECT TO A DISTRIBUTION PLAN ADOPTED PURSUANT TO RULE 12B-1 UNDER THE 1940 ACT. 5. EXPENSE ALLOCATION. THE FOLLOWING EXPENSES SHALL BE ALLOCATED, TO THE EXTENT PRACTICABLE, ON A CLASS-BY-CLASS BASIS: (A) DISTRIBUTION PLAN FEES; (B) TRANSFER AGENT AND SHAREHOLDER SERVICING FEES; (C) ADMINISTRATIVE SERVICE FEES; AND (E) CERTAIN STATE REGISTRATION FEES. 6. CONVERSION FEATURES. CLASS B SHARES SHALL BE SUBJECT TO AN AUTOMATIC CONVERSION FEATURE INTO CLASS A SHARES AFTER THEY HAVE BEEN HELD FOR THAT NUMBER OF YEARS SET FORTH IN EXHIBIT II. CLASS A, CLASS C ,CLASS I, CLASS O, AND CLASS T ARE NOT SUBJECT TO AUTOMATIC CONVERSION. 7. EXCHANGE PRIVILEGES. CLASS A SHARES SHALL BE EXCHANGEABLE ONLY FOR: (A) CLASS A SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP; (B) SHARES OF FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP WHICH DO NOT HAVE SEPARATE SHARE CLASSES; AND (C) SHARES OF CERTAIN OTHER FUNDS SPECIFIED FROM TIME TO TIME. CLASS B SHARES SHALL BE EXCHANGEABLE ONLY FOR: (A) CLASS B SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP; (B) CLASS A SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP, IF THE FRONT-END LOAD ON THE CLASS A SHARES IS PAID AT THE TIME OF THE EXCHANGE; AND (C) SHARES OF CERTAIN OTHER FUNDS SPECIFIED FROM TIME TO TIME. CLASS C SHARES SHALL BE EXCHANGEABLE ONLY FOR: (A) CLASS C SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP AND CLASS B SHARES OF CALVERT FIRST GOVERNMENT MONEY MARKET FUND; (B) CLASS A SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP, IF THE FRONT-END LOAD ON THE CLASS A SHARES IS PAID AT THE TIME OF THE EXCHANGE; AND (C) SHARES OF CERTAIN OTHER FUNDS SPECIFIED FROM TIME TO TIME. CLASS I SHARES SHALL BE EXCHANGEABLE ONLY FOR: (A) CLASS I SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP; (B) CLASS A SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP, IF THE FRONT-END LOAD ON THE CLASS A SHARES IS PAID AT THE TIME OF THE EXCHANGE; AND (C) SHARES OF CERTAIN OTHER FUNDS SPECIFIED FROM TIME TO TIME. CLASS T SHARES SHALL BE EXCHANGEABLE ONLY FOR: (A) CLASS T SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP; (B) CLASS A SHARES OF OTHER FUNDS MANAGED OR ADMINISTERED BY THE CALVERT GROUP, IF THE FRONT-END LOAD ON THE CLASS A SHARES IS PAID AT THE TIME OF THE EXCHANGE; AND (C) SHARES OF CERTAIN OTHER FUNDS SPECIFIED FROM TIME TO TIME. EXHIBIT I THE CALVERT FUND CALVERT TAX-FREE RESERVES CALVERT MUNICIPAL FUND, INC. CALVERT SOCIAL INVESTMENT FUND CALVERT WORLD VALUES FUND, INC. CALVERT NEW WORLD FUND, INC. FIRST VARIABLE RATE FUND CALVERT SOCIAL INDEX SERIES, INC. Calvert Impact Fund, Inc. DATED: JUNE 2000 Revised: March 2001 EXHIBIT II CALVERT SOCIAL INVESTMENT FUND (CSIF) MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1 FEE SALES CHARGE CSIF BALANCED 4.75% 0.35% 1.00% CSIF EQUITY 4.75% 0.35% 1.00% CSIF MANAGED INDEX 4.75% 0.25% 1.00% CSIF BOND 3.75% 0.35% 1.00% BALANCED, CLASS B EQUITY, AND MAXIMUM CONTINGENT DEFERRED SALES CHARGE MANAGED INDEX BOND 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 4% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% 3% MORE THAN TWO YEARS BUT LESS THAN THREE 4% 2% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% 1% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. 6 YRS. EXHIBIT II CALVERT TAX-FREE RESERVES (CTFR) MAXIMUM MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C CLASS T FRONT-END 12B-1 FEE 12B-1FEE 12B-1 FEE SALES CHARGE CTFR MONEY MARKET N/A N/A N/A 0.25% CTFR LONG-TERM 3.75% 0.35% 1.00% CTFR VERMONT 3.75% N/A 1.00% LONG-TERM MAXIMUM CLASS B AND CLASS B CONTINGENT DEFERRED SALES CHARGE VERMONT 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 4% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 3% MORE THAN TWO YEARS BUT LESS THAN THREE 2% MORE THAN THREE YEARS BUT LESS THAN FOUR 1% CONVERTS TO CLASS A AFTER 6 YRS. EXHIBIT II CALVERT MUNICIPAL FUND, INC. (CMF) MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE NATIONAL INTERMEDIATE 2.75% 0.25% N/A CALIFORNIA INTERMEDIATE 2.75% 0.25% N/A MARYLAND INTERMEDIATE 2.75% 0.25% N/A VIRGINIA INTERMEDIATE 2.75% 0.25% N/A MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE CMF 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 3% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 2% MORE THAN TWO YEARS BUT LESS THAN THREE 2% MORE THAN THREE YEARS BUT LESS THAN FOUR 1% CONVERTS TO CLASS A AFTER 4 YRS. EXHIBIT II THE CALVERT FUND MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE NEW VISION SMALL CAP 4.75% 0.25% 1.00% CALVERT INCOME FUND 3.75% 0.50% 1.00% MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE NEW VISION INCOME 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 4% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% 3% MORE THAN TWO YEARS BUT LESS THAN THREE 4% 2% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% 1% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. 6 YRS. EXHIBIT II CALVERT WORLD VALUES FUND, INC. (CWVF) MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE INTERNATIONAL EQUITY 4.75% 0.35% 1.00% CAPITAL ACCUMULATION 4.75% 0.35% 1.00% MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE CWVF 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% MORE THAN TWO YEARS BUT LESS THAN THREE 4% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. EXHIBIT II CALVERT NEW WORLD FUND, INC. (CNWF) MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE CALVERT NEW AFRICA 4.75% 0.25% 1.00% MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE CNWF 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% MORE THAN TWO YEARS BUT LESS THAN THREE 4% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. EXHIBIT II FIRST VARIABLE RATE FUND (FVRF) MAXIMUM MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C CLASS T FRONT-END 12B-1 FEE 12B-1FEE 12B-1 FEE SALES CHARGE FIRST GOVERNMENT MONEY MARKET N/A N/A 1.00% 0.25% MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE 12B-1 FEE CDSC OF ORIGINAL CLASS B FUND PURCHASED 1.00% IS APPLIED UPON REDEMPTION FROM CLASS B OF CALVERT FIRST GOVERNMENT MONEY MARKET FUND. CONVERSION PERIOD OF ORIGINAL CLASS B FUND PURCHASED IS APPLIED. EXHIBIT II CALVERT SOCIAL INDEX SERIES, INC. MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE CALVERT SOCIAL INDEX FUND 4.75% 0.25% 1.00% CLASS B MAXIMUM CONTINGENT DEFERRED SALES CHARGE 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% MORE THAN TWO YEARS BUT LESS THAN THREE 4% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. EXHIBIT II CALVERT Impact Fund, INC. (CIF) MAXIMUM MAXIMUM MAXIMUM CLASS A CLASS A CLASS C FRONT-END 12B-1 FEE 12B-1FEE SALES CHARGE CALVERT Large Cap Growth 4.75% 0.25% 1.00% CALVERT South AFRICA 4.75% 0.25% 1.00% MAXIMUM CLASS B CLASS B CONTINGENT DEFERRED SALES CHARGE CNWF 12B-1 FEE SHARES HELD LESS THAN ONE YEAR AFTER PURCHASE 5% 1.00% MORE THAN ONE YEAR BUT LESS THAN TWO 4% MORE THAN TWO YEARS BUT LESS THAN THREE 4% MORE THAN THREE YEARS BUT LESS THAN FOUR 3% MORE THAN FOUR YEARS BUT LESS THAN FIVE 2% MORE THAN FIVE YEARS BUT LESS THAN SIX 1% CONVERTS TO CLASS A AFTER 8 YRS. DATED: JUNE 2000 Revised: March 2001 -----END PRIVACY-ENHANCED MESSAGE-----