DEF 14A 1 cifproxy101205.htm CALVERT IMPACT FUND, INC. PROXY 10/12/05 cifproxy101205

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange
Act of 1934

(Amendment No. _________________)

 

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CALVERT IMPACT FUND, INC.
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October 13, 2005

 

Dear Shareholder:

 

I am writing to inform you of the upcoming joint special meetings for the respective shareholders of Calvert Social Investment Fund, Calvert Social Index Series, Inc., Calvert World Values Fund, Inc. and Calvert Impact Fund, Inc. The formal Notice of Meeting appears on the next page, followed by the detailed proxy statement. The Boards of Trustees/Directors, including myself, believe the proposal is in your best interest and that of your Fund.

Regardless of the number of shares you own, it is important that you take the time to read the enclosed proxy materials, and vote on the proposal as soon as you can. You may vote by mail, by telephone, through the internet, by facsimile, or in person. If you do not cast your vote, you may be contacted by our proxy solicitation service, Computershare Fund Services, or by a Calvert employee. The speedy return of proxy votes will help your Fund avoid additional costs.

I appreciate the time you will take to review this important matter. If we may be of any assistance or if you have any questions about the proposal, please call us at 800-368-2748. Our hearing-impaired shareholders may call 800-541-1524 for a TDD connection.

 

Sincerely,

Barbara J. Krumsiek
President and Chief Executive Officer
Calvert Group, Ltd.

 

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Calvert Social Investment Fund
Calvert Social Index Series, Inc.
Calvert World Values Fund, Inc.
Calvert Impact Fund, Inc.

NOTICE OF JOINT SPECIAL MEETINGS OF SHAREHOLDERS
To be held on
December 2, 2005

NOTICE IS HEREBY GIVEN that Joint Special Meetings of Shareholders of Calvert Social Investment Fund, Calvert Social Index Series, Inc., Calvert World Values Fund, Inc. and Calvert Impact Fund, Inc. (each, a "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 Friday, December 2, 2005, for the following purposes:

  1. For each Fund: To elect the Board of Trustees/Directors for the Fund.
  2. To transact any other business that may properly come before the Special Meetings or any adjournment or adjournments thereof.

 

By Order of the Boards of Trustees/Directors,

William M. Tartikoff, Esq.
Vice President

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TABLE OF CONTENTS

Proxy Statement

1

Proposal

2

Other Business

26

Independent Public Accountants

26

Annual and Semi-Annual Reports

28

Shareholder Proposals

28

Delivery of Documents to Shareholders Sharing an Address

28

Voting Information

28

Adjournment

38

 

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Calvert Social Investment Fund
Calvert Social Index Series, Inc.
Calvert World Values Fund, Inc.
Calvert Impact Fund, Inc.

4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814

PROXY STATEMENT

October 13, 2005

We are sending this proxy statement to you to ask you, as a shareholder of Calvert Social Investment Fund ("CSIF"), Calvert Social Index Series, Inc. ("CSIS"), Calvert World Values Fund, Inc. ("CWVF") and/or Calvert Impact Fund, Inc. ("CIF") (each, a "Fund"), to elect the Board of Trustees/Directors for your Fund. You may vote by mail, by telephone, by facsimile, through a secure internet website, or in person. Your vote is important. Please call 800-368-2748 if you have questions about this proxy.

This statement is furnished in connection with the solicitation of proxies by the Board of Trustees/Directors of each Fund (each, a "Board") to be used at the Joint Special Meetings of Shareholders (the "Special Meeting"). The Special Meeting will be held in the Tenth Floor Conference Room of Calvert Group, Ltd., Air Rights North Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, at 9:00 a.m. on Friday, December 2, 2005, or at such later time or date made necessary by adjournment for the purpose set forth in the Notice of Meeting.

The approximate date on which this proxy statement and form of proxy are first being mailed to shareholders is October 13, 2005.

CSIF is an open-end management investment company that was organized as a Massachusetts business trust on December 14, 1981. CSIF has the following series: Money Market Portfolio, Balanced Portfolio, Bond Portfolio, Equity Portfolio, Enhanced Equity Portfolio, Calvert Conservative Allocation Fund, Calvert Moderate Allocation Fund, and Calvert Aggressive Allocation Fund. CWVF is an open-end management investment company that was organized as a Maryland corporation on February 14, 1992. CWVF has the following series: International Equity Fund and Capital Accumulation Fund. CSIS is an open-end management investment company that was organized as a Maryland corporation on April 7, 2000. CSIS has the following series: Calvert Social Index Fund. CIF is an open-end management investment company that was organized as a Maryland corporation on August 10, 2000. CIF has the following series: Calvert Large Cap Growth Fund, Calvert Mid Cap Value Fund and Calvert Small Cap Value Fund. Each series is referred to herein as a "Portfolio."

 

1

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PROPOSAL

FOR EACH FUND: TO ELECT THE BOARD OF TRUSTEES/DIRECTORS FOR THE FUND.

Discussion

Pursuant to the Securities and Exchange Commission ("Commission") Final Rule: Investment Company Governance (the "Rule"), 17 CFR Part 270, Release No. IC-26323 (June 23, 2004), the disinterested directors1 of most investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), like the Funds, are required to constitute at least seventy-five percent (75%) of all directors of the fund's board.2 When initially adopted, the Commission designated January 16, 2006, as the compliance date for the Rule. On August 10, 2005, the U.S. Court of Appeals for the District of Columbia Circuit ordered the Commission to suspend the effectiveness of the Rule pending judicial review and granted a stay request by the U.S. Chamber of Commerce. The Board Restructuring (as defined below) is being proposed in anticipation of implementation of the Rule. The Boards of CSIF, CSIS, CWVF and CIF each believe that the Board Restructuring is consistent with good governance and in the best interest of their respective shareholders, as described below, even if the Rule does not become effective.

The Boards of CWVF and CIF, each comprised of a majority of disinterested Directors, do not currently meet the proposed 75% disinterested Director requirement. The Boards of these Funds determined at meetings held in June 2005 that the proposed Restructuring is in their respective shareholders' best interests, both to meet the proposed requirement and to better serve the Funds.

Each Board of Trustees/Directors of CSIF and CSIS already meets the proposed 75% disinterested Director requirement. Each of these Boards, like those of CIF and CWVF, also recognized the benefits anticipated to accrue to the Fund and its shareholders from the addition of the three additional disinterested Directors/Trustees to its Board and the resulting access to the expertise, knowledge and perspective of each of these individuals.

For each Fund, the effect of the proposal, if approved, would be to add to the Fund's Board each of the individuals who currently serves as a Trustee/Director of one or more of the other Funds and who is not already a Fund Trustee/Director (the "Board Restructuring"). If each Fund's nominees are elected as Trustees/Directors of the Fund, the same individuals will constitute the Boards for all of the Funds. For CIF and CWVF, the election of the Board as proposed will enable each Fund to comply with the proposed 75% disinterested director requirement, if and when implemented.

At the Board meeting(s) in June 2005, in discussing the proposed Board Restructuring, each Board noted certain of the benefits that were anticipated to result from having the same individuals serve as Trustees/Directors of CSIF, CSIS, CWVF and CIF. Among these anticipated benefits, the Trustees/Directors considered the enhanced efficiency and productivity of Board meetings that were anticipated to result from the proposed Board Restructuring. Each Board recognized the areas of common interest and focus among CSIF, CSIS, CWVF and CIF, and each viewed the prospect of a Board member's responsibility for oversight of a greater number of socially screened portfolios with the Calvert Family of Funds as consistent with good governance and not likely to adversely affect the Fund or its shareholders.

Each Board also considered the proposed Board Restructuring in terms of the anticipated impact on Fund expenses. Among other factors, each Board noted the additional fees and related expenses of adding additional Trustees/Directors to the Board. Each Board also noted certain economies, for example, relating to preparation and mailing of Board materials and for certain legal fees that could be anticipated to result in reduced costs to the Fund.

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1 In this proxy statement, "disinterested director" refers to a director or trustee who is not an "interested person" of a Fund, as defined by the Investment Company Act of 1940, as amended (the "1940 Act"). Section 2(a)(19) of the 1940 Act defines "interested person" of a fund to include: (i) any affiliated person of the fund; (ii) any member of the immediate family of any natural person who is an affiliated person of the fund; (iii) any interested person of any investment adviser of or principal underwriter for the fund; (iv) any person, or partner or employee of any person, who acted as legal counsel for the fund during the last two completed fiscal years of the fund; (v) any person who executed portfolio transactions for the fund or loaned money or property to the fund during the past six months, or any affiliated person of such a person; and (vi) any natural person who the Commission has determined is an interested person because of his or her material business or professional relationship with the fund during the past two years.

2 This governance requirement is effected by making it a condition of ten commonly used exemptive rules that allow funds to engage in transactions that would otherwise by prohibited under the 1940 Act and that present conflicts of interest between the fund and its investment manager. This new requirement expands upon the fund governance amendments adopted by the Commission in 2001, which require that any fund that relies upon those exemptive rules must have a governance structure that provides, among other things, for a board that has a majority of disinterested directors.

 

2

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Each Fund's Board, and its disinterested Trustees/Directors acting as the nominating committee of the Fund, unanimously approved the nominees for the Fund, who are listed below.

Thus, the purpose of this proposal is to elect the same Board of Trustees/Directors for each Fund. All of the nominees are currently Trustees/Directors of one or more of the Funds. Each of the nominees elected will serve as a Trustee/Director until a successor is elected and qualified, or until death, retirement, resignation or removal.

The current members of each Board are as follows:

CSIF

CSIS

CWVF

CIF

 

 

 

 

Disinterested Trustees

Disinterested Directors

Disinterested Directors

Disinterested Directors

Rebecca Adamson

Rebecca Adamson

John G. Guffey, Jr.

Rebecca Adamson

Richard L. Baird, Jr.

Richard L. Baird, Jr.

Terrence J. Mollner, Ed.D.

Miles Douglas Harper, III

Frederick A. Davie, Jr.

Frederick A. Davie, Jr.

Rustum Roy

Joy V. Jones

John G. Guffey, Jr.

John G. Guffey, Jr.

Tessa Tennant

 

Joy V. Jones

Joy V. Jones

 

 

Terrence J. Mollner, Ed.D.

Terrence J. Mollner, Ed.D.

 

 

Sydney Amara Morris

Sydney Amara Morris

 

 

 

 

 

 

Interested Trustees

Interested Directors

Interested Directors

Interested Directors

Barbara J. Krumsiek

Barbara J. Krumsiek

Barbara J. Krumsiek

Barbara J. Krumsiek

D. Wayne Silby

D. Wayne Silby

D. Wayne Silby

D. Wayne Silby

Ms. Krumsiek and Messrs. Baird, Guffey and Silby also serve as Trustees/Directors for the Boards of other funds in the Calvert Family of Funds.

Information about each nominee for the proposed Board for each Fund is set forth below:

Nominees




Name, Address and Age

Current Position With Fund(s)



Position Start Date

Principal Occupation(s) During Last 5 Years

# of Calvert Portfolios Currently Overseen




Other Directorships

 

NOMINEES FOR DISINTERESTED TRUSTEE/DIRECTOR

REBECCA ADAMSON

Age: 55

Trustee of CSIF

Director of CSIS

Director of CIF

1989

 
2000

 
2000

President of the national non-profit, First Nations Financial Project. Founded by her in 1980, First Nations is the only American Indian alternative development institute in the country.

12

(14 if elected to each Board)

  • Tom's of Maine
  • Calvert Social Investment Foundation

 

 

3

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Name, Address and Age

Current Position With Fund(s)



Position Start Date

Principal Occupation(s) During Last 5 Years

# of Calvert Portfolios Currently Overseen




Other Directorships

RICHARD L. BAIRD, JR.

Age: 57

Trustee of CSIF

Director of CSIS

1982

 

2000

President and CEO of the Family Health Council, Inc. in Pittsburgh, PA, a non-profit corporation which provides family planning services, nutrition, maternal/child health care, and various health screening services.

21

(26 if elected to each Board)

 

FREDERICK A. DAVIE, JR.

Age: 49

Trustee of CSIF

Director of CSIS

2001


2001

Vice President of Public/Private Ventures since June, 2001. He was formerly Program Officer for the Ford Foundation and prior to that he served as Deputy Borough President for the Borough of Manhattan.

 

9

(14 if elected to each Board)

  • Auburn Seminary
  • Community Food & Resource Center
  • FoodChange
  • Faith Center for Community Development

JOHN G. GUFFEY, JR.

Age: 47

Trustee of CSIF

Director of CSIS

Director of CWVF

1982

 
2000

 
1992

Treasurer and Director of Silby, Guffey and Co., Inc., a venture capital firm (inactive as of 2003). President, Aurora Press, Inc., 2002.

23

(26 if elected to each Board)

  • Ariel Funds (3)
  • Calvert Foundation
  • Calvert Ventures, LLC

 

 

4

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Name, Address and Age

Current Position With Fund(s)



Position Start Date

Principal Occupation(s) During Last 5 Years

# of Calvert Portfolios Currently Overseen




Other Directorships

MILES DOUGLAS HARPER, III

Age: 42

Director of CIF

2000

Partner, Gainer Donnelly & Desroches (public accounting firm) since January 1999.

3

(14 if elected to each Board)

  • Bridgeway Funds (11)

JOY V. JONES

Age: 55

Trustee of CSIF

Director of CSIS

Director of CIF

1990


2000

 
2000

Attorney and entertainment manager in New York City.

12

(14 if elected to each Board)

  • Chair, Advisory Board of Lienhard School of Nursing, Pace University
  • Director, The Twenty-First Century Foundation

TERRENCE J. MOLLNER, Ed.D.

Age: 60

Trustee of CSIF

Director of CSIS

Director of CWVF

1982

 
2000


1992

Founder, Chairperson, and President of Trusteeship Institute, Inc., a diverse foundation known principally for its consultation to corporations converting to cooperative employee-ownership and the development of socially and spiritually responsible investment vehicles.

 

11

(14 if elected to each Board)

  • Hampshire County United Way
  • Cyberlore Studies, Inc.
  • Calvert Foundation
  • Ben & Jerry's Homemade, Inc.

 

5

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Name, Address and Age

Current Position With Fund(s)



Position Start Date

Principal Occupation(s) During Last 5 Years

# of Calvert Portfolios Currently Overseen




Other Directorships

SYDNEY AMARA MORRIS

Age: 55

Trustee of CSIF

Director of CSIS

1982

 
2000

She currently serves as Parish Minister to the Keweenaw Unitarian Universalist Fellowship in Houghton, MI.

Rev. Morris is a graduate of Harvard Divinity School. She serves as Lead Independent Trustee/Director and Board Liaison to the CSIF Advisory Council.

9

(14 if elected to each Board)

 

RUSTUM ROY

Age: 81

Director of CWVF

1992

Evan Pugh Professor of the Solid State and of Geo-chemistry Emeritus, at Pennsylvania State University, Distinguished Professor of Materials, Arizona State University and visiting Professor of Medicine, University of Arizona.

2

(14 if elected to each Board)

  • Chairperson, Friends of Health
  • Chairperson, Campaign for Better Health

TESSA TENNANT

Age: 46

Director of CWVF

1992

Chair of ASrIA Ltd., a not-for-profit membership organization for Socially Responsible Investing (SRI), serving the Asia Pacific region.

 

 

 

2

(14 if elected to each Board)

  • Solar Century Company, Ltd.
  • Robeco Sustainable Equity Fund

 

6

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Name, Address and Age

Current Position With Fund(s)



Position Start Date



Principal Occupation(s) During Last 5 Years

# of Calvert Portfolios Currently Overseen




Other Directorships

NOMINEES FOR INTERESTED TRUSTEE/DIRECTOR

BARBARA J. KRUMSIEK *

Age: 53

Trustee & Senior Vice President of CSIF

Director & Senior Vice President of CSIS

Director & President of CWVF

Director, President & Chair of CIF

1997


  

2000

 


 1997

 

2000

President, Chief Executive Officer and Vice Chairman of Calvert Group, Ltd. Prior to joining Calvert in 1997, Ms. Krumsiek had served as a Managing Director of Alliance Fund Distributors, Inc.

41

(41 if elected to each Board)

  • Calvert Foundation

D. WAYNE SILBY, ESQ.*

Age: 57

Trustee, Chair & President of CSIF

Director, Chair & President of CSIS

Director & Chair of CWVF

Director of CIF

1982

2000

 

 
 1992

 

 2000

Mr. Silby is Chairman of GroupServe Foundation, a software company focused on collaborative tools for non-profit groups. He was an officer and director of Silby, Guffey and Co., Inc., a venture capital firm (inactive as of 2003).

26

(26 if elected to each Board)

  • Ameritas Acacia Mutual Holding Company
  • Calvert Foundation
  • Grameen Foundation USA
  • GroupServe Foundation

 

*Ms. Krumsiek is an interested person of each Fund since she is an Officer and Trustee/Director of each Fund's Advisor, Calvert Asset Management Company, Inc. (the "Advisor") and its affiliates. Mr. Silby is an interested person of the Funds since he is a director of the parent company of the Advisor.

 

7

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In addition to the Officers mentioned above, the following are also Officers of the Funds:

Name and Date of Birth

Position with Fund

Position Start Date

Principal Occupation During Last 5 Years

CATHERINE S. BARDSLEY, Esq.

Age: 56

Secretary (CSIF only)

1982

Partner, Kirkpatrick & Lockhart Nicholson, Graham LLP, the CSIF's legal counsel.

KAREN BECKER

Age: 52

Chief Compliance Officer

2005

Senior Vice President of Calvert Group, Ltd. and Head of Calvert Client Services.

SUSAN WALKER BENDER, Esq.

Age: 46

Assistant Vice President & Assistant Secretary

1988

Assistant Vice President and Associate General Counsel of Calvert Group, Ltd.

THOMAS DAILEY

Age: 41

Vice President (CSIF only)

2004

Vice President of Calvert Asset Management Company, Inc.

IVY WAFFORD DUKE, Esq.

Age: 37

Assistant Vice President & Assistant Secretary

1996

Assistant Vice President and Associate General Counsel of Calvert Group, Ltd.

STEVEN A. FALCI

Age: 46

Vice President

2003

Senior Vice President of Calvert Asset Management Company, Inc. Prior to joining Calvert in 2003, Mr. Falci was SVP and Senior Portfolio Manager at Principal Mellon Equity Associates.

TRACI L. GOLDT

Age: 31

Assistant Secretary

2004

Executive Assistant to General Counsel, Calvert Group, Ltd. Prior to joining Calvert in 2001, Ms. Goldt was Senior Project Manager for Backwire.com, and Project Manager for marchFIRST.

GREGORY B. HABEEB

Age: 55

Vice President (CSIF only)

2004

Senior Vice President of Calvert Asset Management Company, Inc.

DANIEL K. HAYES

Age: 55

Vice President

1996

Senior Vice President of Calvert Asset Management Company, Inc.

 

8

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Name and Date of Birth

Position with Fund

Position Start Date

Principal Occupation During Last 5 Years

HUI PING HO, CPA

Age: 40

Assistant Treasurer

2000

Tax Compliance Manager of Calvert Group, Ltd. and Assistant Fund Treasurer.

LANCELOT A. KING, Esq.

Age: 35

Assistant Vice President & Assistant Secretary

2002

Assistant Vice President and Associate General Counsel of Calvert Group, Ltd. Prior to joining Calvert in 2002, Mr. King was an associate with Mintz, Levin, Cohn, Ferris, Glovsky & Popeo.

JANE B. MAXWELL, Esq.

Age: 53

Assistant Secretary

2005

Assistant Secretary and Assistant General Counsel of Calvert Group, Ltd. Prior to joining Calvert in 2004, Ms. Maxwell was an associate with Sullivan & Worcester LLP.

CATHERINE P. ROY

Age: 49

Vice President

2004

Senior Vice President of Calvert Asset Management Company, Inc. Prior to joining Calvert in 2004, Ms. Roy was Senior Vice President of US Fixed Income for Baring Asset Management, and SVP and Senior Portfolio Manager of Scudder Insurance Asset Management.

WILLIAM M. TARTIKOFF, Esq.

Age: 58

Vice President & Secretary for CSIS, CWVF, & CIF;

Vice President & Assistant Secretary for CSIF

1990

Senior Vice President, Secretary, and General Counsel of Calvert Group, Ltd.

RONALD M. WOLFSHEIMER, CPA

Age: 53

Treasurer

1982

Senior Vice President and Chief Financial Officer of Calvert Group, Ltd. and Fund Treasurer.

MICHAEL V. YUHAS JR., CPA

Age: 44

Fund Controller

1999

Director of Fund Administration of Calvert Group, Ltd. and Fund Controller.

 

9

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Board and Committee Meetings

CALVERT SOCIAL INVESTMENT FUND

During its fiscal year ended September 30, 2005, CSIF held six Board meetings. CSIF has four standing Committees, as discussed further below. CSIF has a Governance Committee that addresses matters of fund governance, including policies on Trustee compensation and on Board and Committee structure and responsibilities. The functions of the Governance Committee of the Board also include those of a Nominating Committee, e.g., initiation and consideration of nominations for the appointment or election of disinterested Trustees. CSIF also has an Audit Committee, whose function includes the following: to approve and recommend to the Board independent public accountants to conduct the annual audit of the Fund's financial statements; review with the Fund's independent public accountants the outline, scope, and results of the annual audit; and review the performance and fees charged by the Fund's independent public accountants for professional services. In addition, the Audit Committee meets with the independent public accountants and representatives of Fund management to review accounting activities and areas of financial reporting and control. During the Fund's past fiscal year, the Governance Committee met four times, and the Audit Committee met five times. The disinterested Trustees of the Board (Ms. Adamson, Mr. Baird, Mr. Davie, Mr. Guffey, Ms. Jones, Dr. Mollner and Rev. Morris) comprise both the Governance Committee and the Audit Committee.

CSIF has a Special Equities Committee that oversees the Special Equities investment program in social venture capital investments, including review, selection, and fair valuation of such investments. Ms. Jones, Rev. Morris and Ms. Krumsiek, and Messrs. Guffey and Silby comprise the Special Equities Committee. It met nine times in the Fund's past fiscal year. CSIF also has a Community Investment Committee to oversee the investments made through the Fund's High Social Impact Investment program. Mr. Baird, Mr. Davie, Ms. Jones and Rev. Morris comprise this Committee. The Community Investment Committee met four times in the Fund's past fiscal year.

CSIF also avails itself of the resources of an Advisory Council regarding communications networks for the Fund and the application and refinement of the Fund's social criteria. The Advisory Council has no power, authority, or responsibility with respect to the management of the Fund or the conduct of the affairs of the Fund. The Advisory Council met two times during the Fund's past fiscal year.

 

CALVERT SOCIAL INDEX SERIES, INC.

During its fiscal year ended September 30, 2005, CSIS held six Board meetings. CSIS has two standing Committees, as discussed further below. CSIS has a Governance Committee that addresses matters of fund governance, including policies on Director compensation, and on Board and Committee structure and responsibilities. The functions of the Governance Committee of the Board also include those of a Nominating Committee, e.g., initiation and consideration of nominations for the appointment or election of disinterested Directors of the Board. CSIS also has an Audit Committee, whose functions include the following: to approve and recommend to the Board independent public accountants to conduct the annual audit of the Fund's financial statements; review with the Fund's independent public accountants the outline, scope, and results of the annual audit; and review the performance and fees charged by the independent public accountants for professional services. In addition, the Audit Committee meets with the Fund's independent public accountants and representatives of Fund management to review accounting activities and areas of financial reporting and control. During the Fund's past fiscal year, the Governance Committee met four times, and the Audit Committee met five times. The disinterested Directors of the Board (Ms. Adamson, Ms. Jones, Rev. Morris, Messrs. Baird, Davie, and Guffey and Dr. Mollner) comprise both the Governance Committee and the Audit Committee.

CALVERT IMPACT FUND, INC.

During its fiscal year ended September 30, 2005, CIF held five Board meetings. CIF has one standing Committee, as discussed further below. The Audit Committee's function includes the following: to approve and recommend to the Board independent public accountants to conduct the annual audit of the Fund's financial statements; review with the Fund's independent public accountants the outline, scope, and results of the annual audit; and review the performance and fees charged by the independent public accountants for professional services. In addition, the Audit Committee meets with the Fund's independ-

 

10

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ent public accountants and representatives of Fund management to review accounting activities and areas of financial reporting and control. The Audit Committee met five times during the Fund's past fiscal year. The disinterested Directors of the Board (Ms. Adamson, Mr. Harper and Ms. Jones) comprise the Audit Committee. The disinterested Directors also function as a Governance Committee (e.g., addressing matters of fund governance, including policies on Director compensation, and Board and Committee structure and responsibilities), as well as a Nominating Committee (e.g., handling initiation and consideration of nominations for the appointment or election of disinterested Directors). The disinterested Directors of the Fund met four times during the Fund's past fiscal year.

CALVERT WORLD VALUES FUND, INC.

During its fiscal year ended September 30, 2005, CWVF held five Board meetings. CWVF has four standing Committees, as discussed further below. The Governance Committee addresses matters of fund governance, including policies on Director compensation, and on Board and Committee structure and responsibilities; the functions of the Governance Committee of the Board also include those of a Nominating Committee, e.g., initiation and consideration of nominations for the appointment or election of disinterested Directors. The Audit Committee's functions include the following: to approve and recommend to the Board independent public accountants to conduct the annual audit of the Fund's financial statements; review with the Fund's independent public accountants the outline, scope, and results of the annual audit; and review the performance and fees charged by the independent public accountants for professional services. In addition, the Audit Committee meets with the Fund's independent public accountants and representatives of Fund management to review accounting activities and areas of financial reporting and control. The Governance Committee and Audit Committees met four times and five times respectively during the Fund's past fiscal year. The disinterested Directors of the Board (Mr. Guffey, Dr. Mollner, Mr. Roy and Ms. Tennant) comprise both the Governance Committee and the Audit Committee. The Community Investment Committee was created to oversee the investments made through the Fund's High Social Impact Investment program in the Calvert Social Investment Foundation. Mr. Roy and Ms. Tennant are the representatives to the Community Investment Committee. The Community Investment Committee met four times during the Fund's past fiscal year. The Special Equities Committee oversees the Special Equities investment program in social venture capital investments, including review, selection, and fair valuation of such investments. Ms. Krumsiek and Messrs. Guffey, Roy, and Silby comprise the Special Equities Committee. The Special Equities Committee met nine times during the Fund's past fiscal year.

Nominating Committee Charter and Nominating Process

The Board of each Fund has adopted a charter for its Nominating Committee (or the Committee performing similar functions) setting forth the Committee's responsibilities. A copy of the Charter is available on the Calvert website at www.calvert.com.

As explained above, the Governance Committee for each of CSIF, CSIS and CWVF, and the disinterested Directors for CIF (who function as a Governance Committee) perform nominating committee functions. Each Committee met four times during the Fund's fiscal year ended September 30, 2005. The Committee of each Fund will consider any candidates for vacancies on the Board from any shareholder of the Fund who has held his or her shares for at least five years. Shareholders of a Fund who wish to nominate a candidate to the Board of the Fund must submit the recommendation in writing to the attention of the respective Fund's Secretary at 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814. The recommendation must include biographical information, including business experience for the past ten years and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be a disinterested Trustee/Director.

Each Committee considers candidates through personal and business contacts of the Directors/Trustees. When identifying and evaluating prospective nominees for vacancies on the Board, the Committee considers the background and experience of a candidate, including the integrity and character of the proposed nominee, the proposed nominee's compatibility with the current Directors/Trustees, and any other factors it may determine to be relevant. The Committee also will consider whether the nominee would be an "interested person" of the Fund. Furthermore, the Committee requires each nominee to complete a questionnaire and may require an interview with the nominee. The Committee seeks to apply a search protocol that seeks qualified Board candidates from a variety of areas, which may include but is not limited to the traditional corporate environment, government, academia, private enterprise, non-profit organizations, and professions such as accounting, human resources, and legal services. In the process of searching for qualified persons to serve on the Board, the Committee strives for

11

=========================================================================

the inclusion of diverse groups, knowledge, and viewpoints.

Communications to the Board

Any shareholder of a Fund who wishes to send a communication to the Fund's Board of Trustees/Directors should send the communication to the attention of the Fund's Secretary at the following address:

Calvert Funds
Attn: [Name of Fund], Secretary
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

All communications should state the Fund to which the communication relates. After reviewing the communication, the Fund's Secretary will forward the communication to the Board of Trustees/Directors.

If a shareholder wishes to send a communication directly to an individual Trustee/Director or to a Committee of the Fund's Board of Trustees/Directors, then the communication should be specifically addressed to such individual Trustee/Director or Committee and sent in care of the Fund's Secretary at the address above. Communications to individual Trustees/Directors or to a Committee sent in care of the Fund's Secretary will be forwarded to the individual Trustee/Director or to the Committee, as applicable.

Ownership of Shares

The following table shows each Board nominee's ownership of Portfolio shares as of June 30, 2005:

CSIF:

CSIF MONEY MARKET

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

$1-$10,000

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

None

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

>$100,000

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

$1-$10,000

>$100,000

 

 

12

=========================================================================

 

CSIF BALANCED

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

$10,001-$50,000

>$100,000

 

Richard L. Baird, Jr.

$50,001-$100,000

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$50,001-$100,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

 

CSIF BOND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

$10,001-$50,000

$10,001-$50,000

 

John G. Guffey, Jr.

$50,001-$100,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

$10,001-$50,000

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$10,001-$50,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

 

CSIF EQUITY

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

$10,001-$50,000

>$100,000

 

Richard L. Baird, Jr.

$10,001-$50,000

>$100,000

 

 

13

=========================================================================

 

CSIF EQUITY

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

$50,001-$100,000

>$100,000

 

Terrence J. Mollner, Ed.D.

$1-$10,000

>$100,000

 

Sydney Amara Morris

$10,001-$50,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

$10,001-$50,000

>$100,000

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

 

CSIF ENHANCED EQUITY

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

$10,001-$50,000

>$100,000

 

Richard L. Baird, Jr.

$50,001-$100,000

>$100,000

 

Frederick A. Davie, Jr.

$10,001-$50,000

$10,001-$50,000

 

John G. Guffey, Jr.

$50,001-$100,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

>$100,000

>$100,000

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

 

CALVERT CONSERVATIVE ALLOCATION FUND*

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

 

14

=========================================================================

 

CALVERT CONSERVATIVE ALLOCATION FUND*

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

None

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

None

>$100,000

 

 

* Calvert Conservative Allocation Fund commenced operations on April 29, 2005.

 

CALVERT MODERATE ALLOCATION FUND*

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

None

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

None

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

None

>$100,000

 

 

* Calvert Moderate Allocation Fund commenced operations on April 29, 2005.

 

15

=========================================================================

 

CALVERT AGGRESSIVE ALLOCATION FUND*

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

None

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

None

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

None

>$100,000

 

 

 

 

 

 

* Calvert Aggressive Allocation Fund commenced operations on June 30, 2005.

 

CSIS:

CALVERT SOCIAL INDEX FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

$10,001-$50,000

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

$1-$10,000

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

Barbara J. Krumsiek

None

>$100,000

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

 

16

=========================================================================

CIF:

CALVERT LARGE CAP GROWTH FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

$10,001-$50,000

>$100,000

 

Richard L. Baird, Jr.

$1-$10,000

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$1-$10,000

>$100,000

 

Miles Douglas Harper, III

$10,001-$50,000

$10,001-$50,000

 

Joy V. Jones

$50,001-$100,000

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

Barbara J. Krumsiek

$10,001-$50,000

>$100,000

 

 

 

 

CALVERT SMALL CAP VALUE FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

None

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

Barbara J. Krumsiek

$50,001-$100,000

>$100,000

 

 

17

=========================================================================

 

CALVERT MID CAP VALUE FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

None

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

Barbara J. Krumsiek

$50,001-$100,000

>$100,000

 

 

CWVF:

CWVF INTERNATIONAL EQUITY FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

$1-$10,000

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$50,001-$100,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

$1-$10,000

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Terrence J. Mollner, Ed.D.

$1-$10,000

>$100,000

 

Rustum Roy

$50,001-$100,000

>$100,000

 

Tessa Tennant

>$100,000

>$100,000

 

Interested Nominees

 

 

D. Wayne Silby, Esq.

$50,001-$100,000

>$100,000

 

Barbara J. Krumsiek

None

>$100,000

 

 

18

=========================================================================

 

CALVERT CAPITAL ACCUMULATION FUND

Name of Nominee

Dollar Range of Equity Securities in the Portfolio

Aggregate Dollar Range of Equity Securities in All Portfolios Overseen or to be Overseen By Nominee in Calvert Family of Funds

Disinterested Nominees

 

 

Rebecca Adamson

None

>$100,000

 

Richard L. Baird, Jr.

None

>$100,000

 

Frederick A. Davie, Jr.

None

$10,001-$50,000

 

John G. Guffey, Jr.

$10,001-$50,000

>$100,000

 

Miles Douglas Harper, III

None

$10,001-$50,000

 

Joy V. Jones

None

>$100,000

 

Terrence J. Mollner, Ed.D.

None

>$100,000

 

Sydney Amara Morris

$1-$10,000

$50,001-$100,000

 

Rustum Roy

None

>$100,000

 

Tessa Tennant

None

>$100,000

 

Interested Nominees

 

 

D. Wayne Silby, Esq.

$10,001-$50,000

>$100,000

 

Barbara J. Krumsiek

None

>$100,000

 

 

Compensation of Directors/Trustees

The following tables set forth information describing the compensation of each Director/Trustee for his/her services to the Funds for each Fund's most recent fiscal year ended September 30, 2005. Trustees/Directors not affiliated with the Advisor may elect to defer receipt of all or a percentage of their fees and deem such deferred amounts to be invested in any fund in the Calvert Family of Funds through the Trustees/Directors Deferred Compensation Plan.

 19

=========================================================================

 

CALVERT SOCIAL INVESTMENT FUND

 

Rebecca Adamson

Richard L. Baird, Jr.

Frederick A. Davie, Jr.

John G. Guffey, Jr.

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

CSIF Balanced Portfolio

$10,084

$4,034

$7,379

$3,689

$10,353

$3,854

$7,692

$2,576

CSIF Bond Portfolio

$4,492

$1,797

$3,278

$1,639

$4,602

$1,474

$3,168

$1,037

CSIF Equity Portfolio

$20,161

$8,064

$14,721

$7,360

$20,666

$6,652

$14,331

$4,710

CSIF Money Market Portfolio

$2,912

$1,164

$2,134

$1,067

$2,993

$985

$2,053

$679

CSIF Enhanced Equity Portfolio

$1,350

$540

$988

$494

$1,386

$453

$952

$314

Calvert Conservative Allocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Calvert Moderate Allocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Calvert Aggressive Allocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Total Compensation from Fund Complex***

$50,000

$64,935

$41,000

$79,000

20

=========================================================================

 

Joy V. Jones

Terrence J. Mollner, Ed.D.

Sydney Amara Morris

Barbara J. Krumsiek*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

 

Pension or Retirement Benefits (i.e., deferred compensation)

CSIF Balanced Portfolio

$11,514

$10,363

$10,352

$0

$13,251

$782

$0

$0

CSIF Bond Portfolio

$4,602

$4,142

$4,602

$0

$6,044

$342

$0

$0

CSIF Equity Portfolio

$20,895

$18,806

$20,666

$0

$25,445

$1,543

$0

$0

CSIF Money Market Portfolio

$2,993

$2,694

$2,993

$0

$3,659

$228

$0

$0

CSIF Enhanced Equity Portfolio

$1,386

$1,248

$1,386

$0

$1,697

$105

$0

$0

Calvert ConservativeAllocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Calvert Moderate Allocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Calvert Aggressive Allocation Fund****

$0

$0

$0

$0

$0

$0

$0

$0

Total Compensation from Fund Complex***

$53,000

$60,000

$51,400

$0

 

21

=========================================================================

 

D. Wayne Silby, Esq.*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

CSIF Balanced Portfolio

$9,113

$7,047

CSIF Bond Portfolio

$3,545

$2,726

CSIF Equity Portfolio

$16,122

$12,403

CSIF Money Market Portfolio

$2,297

$1,768

CSIF Enhanced Equity Portfolio

$1,064

$818

Calvert Conservative Allocation Fund****

$0

$0

Calvert Moderate Allocation Fund****

$0

$0

Calvert Aggressive Allocation Fund****

$0

$0

Total Compensation from Fund Complex***

$93,750

 

*Ms. Krumsiek is an interested person of the Fund since she is an Officer and Director of the Advisor and its affiliates. Mr. Silby is an interested person of the Fund since he is a Director of the parent company of the Advisor.

**Ms. Adamson, Ms. Jones, Rev. Morris and Messrs. Baird, Davie, Guffey and Silby have chosen to defer a portion of their compensation. As of September 30, 2005, total deferred compensation for service on all applicable Calvert Fund Boards, including dividends and capital appreciation, was $135,576.79; $231,291.94; $68,702.83; $62,967.18; $50,814.80; $222,670.72; and $268,904.83 for each of them, respectively.

***As of September 30, 2005, the Fund Complex consists of forty-one (41) portfolios. The following Trustees each received an additional payment of up to $1,500 as an annual Advisory Council stipend: Dr. Mollner, Messrs. Baird, Davie and Silby, Ms. Adamson, Ms. Jones and Rev. Morris.

****Calvert Conservative Allocation Fund and Calvert Moderate Allocation Fund each commenced operations on April 29, 2005. Calvert Aggressive Allocation Fund commenced operations on June 30, 2005.

22

=========================================================================

 

CALVERT SOCIAL INDEX SERIES, INC.

 

Rebecca Adamson

Richard L. Baird, Jr.

Frederick A. Davie, Jr.

John G. Guffey, Jr.

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Calvert Social Index Fund

$1,000

$400

$1,000

$500

$1,000

$313

$1,000

$325

Total Compensation from Fund Complex***

$50,000

$64,935

$41,000

$79,000

 

 

Joy V. Jones

Terrence J. Mollner, Ed.D.

Sydney Amara Morris

Barbara J. Krumsiek*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)
**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Calvert Social Index Fund

$1,000

$1,000

$1,000

$0

$1,000

$0

$0

$0

Total Compensation from Fund Complex***

$53,000

$60,000

$51,400

$0

 

D. Wayne Silby, Esq.*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Calvert Social Index Fund

$1,000

$763

Total Compensation from Fund Complex***

$93,750

 

*Ms. Krumsiek is an interested person of the Funds since she is an Officer and Director of the Advisor and its affiliates. Mr. Silby is an interested person of the Funds since he is a Director of the parent company of the Advisor.

**Ms. Adamson, Ms. Jones, Rev. Morris and Messrs. Baird, Davie, Guffey and Silby have chosen to defer a portion of their compensation. As of September 30, 2005, total deferred compensation for service on all applicable Calvert Fund Boards, including dividends and capital appreciation, was $135,576.79; $231,291.94; $68,702.83; $62,967.18; $50,814.80; $222,670.72; and $268,904.83 for each of them, respectively.

***As of September 30, 2005 the Fund Complex consists of forty-one (41) portfolios.

 23

=========================================================================

 

CALVERT WORLD VALUES FUND, INC.

 

John G. Guffey, Jr.

Terrence J. Mollner, Ed.D.

Rustum Roy

Tessa Tennant

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Calvert Capital Accumulation Fund

$4,184

$1,381

$5,673

$0

$4,072

$0

$4,021

$4,021

CWVF International Equity Fund

$9,120

$3,328

$13,327

$0

$9,428

$0

$9,479

$9,479

Total Compensation from Fund Complex

$79,000

$60,000

$13,500

$13,500

 

Barbara J. Krumsiek*

D. Wayne Silby, Esq.*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Calvert Capital Accumulation Fund

*0

*0

$3,426

$3,186

CWVF International Equity Fund

*0

$0

$8,863

$6,640

Total Compensation from Fund Complex***

$0

$93,750

 

*Ms. Krumsiek is an interested person of the Funds since she is an Officer and Director of the Advisor and its affiliates. Mr. Silby is an interested person of the Funds since he is a Director of the parent company of the Advisor.

**Ms. Tennant and Messrs. Guffey and Silby have chosen to defer a portion of their compensation. As of September 30, 2005, total deferred compensation for service on all applicable Calvert Fund Boards, including dividends and capital appreciation, was $128,934.52; $222,670.72; and $268,904.83 for each of them, respectively.

***As of September 30, 2005, the Fund Complex consists of forty-one (41) portfolios.

 24

=========================================================================

 

CALVERT IMPACT FUND, INC.

 

Rebecca Adamson

Miles Douglas Harper, III

Joy V. Jones

Barbara J. Krumsiek*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)

Calvert Large Cap Growth Fund

$9,830

$3,932

$9,830

$9,830

$9,830

$9,830

$0

$0

Calvert Mid Cap Value Fund

$74

$30

$74

$74

$74

$74

$0

$0

Calvert Small Cap Value Fund

$96

$38

$96

$96

$96

$96

$0

$0

Total Compensation from Fund Complex***

$50,000

$10,000

$53,000

$0

 

D. Wayne Silby, Esq.*

Fund Name

Aggregate Compensation (includes deferred compensation)

Pension or Retirement Benefits (i.e., deferred compensation)**

Calvert Large Cap Growth Fund

$9,830

$7,421

Calvert Mid Cap Value Fund

$74

$57

Calvert Small Cap Value Fund

$96

$73

Total Compensation from Fund Complex***

$93,750

 

*Ms. Krumsiek is an interested person of the Funds since she is an Officer and Director of the Advisor and its affiliates. Mr. Silby is an interested person of the Funds since he is a Director of the parent company of the Advisor.

**Ms. Adamson and Ms. Jones and Messrs. Harper and Silby have chosen to defer a portion of their compensation. As of September 30, 2005, total deferred compensation for service on all applicable Calvert Fund Boards, including dividends and capital appreciation, was $135,576.79; $231,291.94; $46,803.88; and $268,904.83; for each of them, respectively.

*** As of September 30, 2005, the Fund Complex consists of forty-one (41) portfolios.

 25

=========================================================================

 Recommendation

Each Fund's Board recommends that you vote FOR each of its Trustees/Directors listed above.

OTHER BUSINESS

The Boards do not intend to present any other business at the Special Meeting. If, however, any other matters are properly brought before the meeting, William M. Tartikoff, Esq. and Barbara J. Krumsiek will vote on the matters in accordance with their judgment.

INDEPENDENT PUBLIC ACCOUNTANTS

The Audit Committee and the Board of Directors/Trustees of each Fund have approved KPMG LLP ("KPMG") as the independent public accountants for the Fund's fiscal year ending September 30, 2005. Representatives of KPMG are not expected to be present at the Special Meeting, but will have the opportunity to make a statement if they desire to do so. Such representatives will be available if any matter requiring KPMG's presence arises.

Each Fund's Audit Committee is required to pre-approve all audit and non-audit services provided by the independent public accountants to the Fund, to the Advisor, or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Fund. In determining whether to pre-approve non-audit services, each Fund's Audit Committee considers whether the services are consistent with maintaining the independence of its independent public accountants. Each Fund's Audit Committee may delegate its authority to pre-approve certain matters to one or more of its members. In this regard, the Audit Committee for each of CSIF, CSIS and CIF has delegated pre-approval authority to the Audit Committee Chair jointly with another Committee member with respect to non-audit services not exceeding $25,000 in each instance. The Audit Committee for CIF has delegated pre-approval authority to the Audit Committee Chair with respect to non-audit services not exceeding $25,000 in each instance. In addition, the Audit Committee for each Fund has pre-approved the retention of the Fund's independent public accountants to provide certain tax-related services related to the tax treatment and tax accounting of newly acquired securities, upon request by the Advisor in each instance.

The following reflects the fees billed in each of the last two fiscal years for professional services rendered by KPMG.

Calvert Social Investment Fund

Fiscal Year Ended 9/30/05

Fiscal Year Ended 9/30/04

$

%*

$

% *

(a) Audit Fees

$106,150

0%

$67,650

0%

(b) Audit-Related Fees

$0

0%

$0

0%

(c) Tax Fees (tax return preparation and filing for CSIF)

$21,120

0%

$11,550

0%

(d) All Other Fees

$0

0%

$0

0%

Total

$127,270

0%

$79,200

0%

* Percentage of fees approved by CSIF's Audit Committee pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (statutory de minimis waiver of Committee's pre-approval requirement).

26

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Calvert Social Index Series, Inc.

Fiscal Year Ended 9/30/05

Fiscal Year Ended 9/30/04

$

%*

$

% *

(a) Audit Fees

$13,750

0%

$12,650

0%

(b) Audit-Related Fees

$0

0%

$0

0%

(c) Tax Fees (tax return preparation and filing for CSIS)

$2,640

0%

$2,310

0%

(d) All Other Fees

$0

0%

$0

0%

Total

$16,390

0%

$14,960

0%

* Percentage of fees approved by Audit Committee of CSIS pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (statutory de minimis waiver of Committee's pre-approval requirement).

 Calvert World Values Fund, Inc.

Fiscal Year Ended 9/30/05

Fiscal Year Ended 9/30/04

$

%*

$

% *

(a) Audit Fees

$32,010

0%

$29,700

0%

(b) Audit-Related Fees

$0

0%

$0

0%

(c) Tax Fees (tax return preparation and filing for CWVF)

$5,280

0%

$4,620

0%

(d) All Other Fees

$0

0%

$0

0%

Total

$37,290

0%

$34,320

0%

*Percentage of fees approved by CWVF's Audit Committee pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (statutory de minimis waiver of Committee's pre-approval requirement).

 

Calvert Impact Fund, Inc.

Fiscal Year Ended 9/30/05

Fiscal Year Ended 9/30/04

$

%*

$

% *

(a) Audit Fees

$36,850

0%

$13,750

0%

(b) Audit-Related Fees

$0

0%

$0

0%

(c) Tax Fees (tax return preparation and filing for CIF)

$7,920

0%

$5,060

0%

(d) All Other Fees

$0

0%

$0

0%

Total

$44,770

0%

$18,810

0%

* Percentage of fees approved by CIF's Audit Committee pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (statutory de minimis waiver of Committee's pre-approval requirement).

27

=========================================================================

 

Aggregate Non-Audit Fees to the Funds, the Advisor and Advisor Affiliates

The aggregate non-audit fees billed by KPMG for services rendered to each Fund, and rendered to the Advisor, and any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the Fund for each of the last two fiscal years of the Fund:

Fiscal Year Ended 9/30/05

Fiscal Year Ended 9/30/04

$

%*

$

% *

$16,000

0%*

$0

0%*

* Percentage of fees approved by each Fund's Audit Committee pursuant to (c)(7)(i)(C) of Rule 2-01 of Regulation S-X (statutory de minimis waiver of Committee's requirement to pre-approve).

ANNUAL AND SEMI-ANNUAL REPORTS

The most recent audited Annual and Semi-Annual Reports to Shareholders of the Funds are incorporated by reference into this proxy statement. Copies of the most recent Annual or Semi-Annual Report may be obtained without charge if you:

  • write to:
    Calvert Family of Funds
    4550 Montgomery Avenue
    Suite 1000N
    Bethesda, Maryland 20814
  • call 800-368-2745
  • visit Calvert's website at www.calvert.com

SHAREHOLDER PROPOSALS

The Funds are not required to hold annual shareholder meetings. A Fund shareholder who would like to submit proposals for consideration at the Fund's future shareholder meetings should send written proposals to the Calvert Legal Department, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.

DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS

Only one proxy statement is being delivered to multiple shareholders sharing an address unless the Fund has received contrary instructions. Upon written or oral request, a separate copy of the proxy statement will be delivered to shareholders at a shared address, to which a single copy of the documents was delivered. If you wish to receive a separate proxy statement, or wish to request a single copy of proxy statements in the future (if you are receiving multiple copies), contact the Fund as directed under "Annual and Semi-Annual Reports".

VOTING INFORMATION

Proxies are solicited initially by mail. Additional solicitations may be made by telephone, computer communications, facsimile or other such means, or by personal contact by officers or employees of Calvert and its affiliates or by Computershare Fund Services, a proxy soliciting firm retained for this purpose. By voting as soon as possible, you can save your Fund the expense of follow-up mailings and calls. The respective Funds will be responsible for the pro rata share of the solicitation costs (which include preparing, printing and mailing the proxy materials) estimated to cost approximately $561,600 in the aggregate.

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 proposal.

28

=========================================================================

 

Provided that "Quorum" requirements (as defined below) are met, the twelve (12) individuals who receive a plurality of the votes cast by a Fund's shareholders will be elected to the Board of that Fund. All classes and Portfolios of a Fund vote together. "Quorum" means (i) for the Funds other than CSIF, the presence in person or by proxy of shareholders entitled to cast a majority of all of the votes entitled to be cast at the meeting; and (ii) for CSIF, the presence in person or by proxy of shareholders entitled to cast one-fourth of the total number of shares of the Fund entitled to vote at the meeting.

Any abstentions and broker non-votes will be counted as shares present for purposes of determining whether a quorum is present but will not be voted for or against any adjournment or proposal. A broker non-vote is when a broker holds the shares and the actual owner does not vote and the broker holding the shares does not have the authority to vote the shares. This means that abstentions and broker non-votes effectively will be a vote against adjournment or against any proposal where the required vote is a percentage of the shares present.

Shareholders of each Portfolio of record at the close of business on September 16, 2005 ("Record Date") are entitled to notice of and to vote at the Special Meeting or any adjournment thereof. Shareholders are entitled to one vote for each share held on that date. As of September 16, 2005, as shown on the books of the applicable Portfolio, there were issued and outstanding:

CSIF:

160,767,965.276 shares of CSIF Money Market Portfolio
20,286,051.475 shares of CSIF Balanced Portfolio
18,34311,697.98 shares of CSIF Bond Portfolio
34,572,164.225 shares of CSIF Equity Portfolio
3,915,570.067 shares of CSIF Enhanced Equity Portfolio
177,038.877 shares of Calvert Conservative Allocation Fund
555,454.551 shares of Calvert Moderate Allocation Fund
126,662.513 shares of Calvert Aggressive Allocation Fund

Total Fund Shares = 238,744,604.964

 

CSIS:

5,056,761.232 shares of Calvert Social Index Fund

Total Fund Shares = 5,056,761.232

 

CWVF:

20,636,941.584 shares of CWVF International Equity Fund
6,303,045.787 shares of Calvert Capital Accumulation Fund

Total Fund Shares = 26,939,987.371

 

CIF:

18,248,372.437 shares of Calvert Large Cap Growth Fund
1,132,484.145 shares of Calvert Mid Cap Value Fund
1,261,124.300 shares of Calvert Small Cap Value Fund

Total Fund Shares = 20,641,980.882

 29

=========================================================================

 

As of the Record Date, the respective officers and Trustees/Directors of each Fund beneficially owned less than 1% of the outstanding shares of the respective Portfolios.

As of September 16, 2005, to the applicable Fund's knowledge, the following shareholders owned of record or beneficially 5% or more of the outstanding voting securities of the class of the Fund's Portfolio(s) as shown:

 

Fund Name/Portfolio

 

Name and Address

 

% of Ownership; Amount of Shares

 

 

 

CSIF:

 

 

 

CSIF Money Market Portfolio

 

 

 

United Mine Workers of America

Fidelity Investments Institutional

Cash Deferred Svgs TR of 1988

Operations Co. as Agent for Certain Employee

c/o Marc Clay

Benefit Plans

2121 K St. NW

100 Magellan Way # KWIC

Washington, DC 20037-1801

Covington, KY 41015

5.81% of Portfolio; 9,345,144.510 shares

5.15% of Portfolio; 8,283,994.150 shares

 

 

 

 

CSIF Balanced Portfolio

 

 

 

Fidelity Investments Institutional

MLPF&S for the Sole Benefit of Its Customers

Operations Co. as Agent for Certain Employee

Attn: Fund Administration

Benefit Plans

4800 Deer Lake Dr. E FL 3

100 Magellan Way # KWIC

Jacksonville, FL 32246-6484

Covington, KY 41015

9.18% of Class B; 93,645.073 shares

8.03% of Class A; 1,469,802.088 shares

 

 

 

MLPF&S for the Sole Benefit of Its Customers

Bank of New York Trust Co. NA Cust.

Attn: Fund Administration 973U7

FBO The Seattle Foundation

4800 Deer Lake Dr. E FL 3

Attn: Janine Barker

Jacksonville, FL 32246-6484

601 Union Street, Ste. 520

15.26% of Class C; 141,972.901 shares

Seattle, WA 98101-2328

 

100% of Class I; 35,504.684 shares

 

 

CSIF Bond Portfolio

 

 

 

Charles Schwab & Co., Inc.

MLPF&S for the Sole Benefit of Its Customers

Reinvest Account

Attn: Fund Administration 973U7

Attn: Mutual Fund Department

4800 Deer Lake Dr. E FL 3

101 Montgomery Street

Jacksonville, FL 32246-6484

San Francisco, CA 94104-4122

13.13% of Class B; 151,004.699 shares

18.40% of Class A; 2,639,086.175 shares

 

 

 

MLPF&S for the Sole Benefit of Its Customers

Lutheran World Relief, Inc.

Attn: Fund Administration 973U7

700 Light Street

4800 Deer Lake Dr. E FL 3

Baltimore, MD 21230-3850

Jacksonville, FL 32246-6484

6.48% of Class I; 108,335.701 shares

21.64% of Class C; 255,741.409 shares

 

30

=========================================================================

 

 

 

 

A. G. Edwards & Sons, Inc.

Fidelity Investments, Institutional Operations Co.

FBO Fund for Center

As Agent for Certain Employee Benefit Plans

A/C 0307-244977

100 Magellan Way #KW1C

1 N. Jefferson Ave.

Covington, KY 41015-1999

St. Louis, MO 63103-2205

11.16% of Class I; 186,477.541 shares

7.32% of Class I; 122,415.451 shares

 

 

 

EDUCAP Inc.

Prudential Investment Management Service

c/o Linda Skewes

FBO Mutual Fund Clients

1676 International Drive, Ste. 501

Attn: PruChoice Unit

McLean, VA 22102-4847

100 Mullberry Street, 3 Gateway Center FLR 11

11.22% of Class I; 187,638.657 shares

Newark, NJ 07102-4000

 

15.45% of Class I; 258,249.565 shares

 

 

MMATCO LLP Partnership

Calvert Distributors, Inc.

P.O. Box 483

Conservative Allocation

Goshen, IN 46572

Attn: Corp. Accounting

19.13% of Class I; 319,827.120 shares

4550 Montgomery Ave.

 

Bethesda, MD 20814

Calvert Distributors, Inc.

6.97% of Class I; 116,446.827 shares

Moderate Allocation

 

Attn: Corp. Accounting

 

4550 Montgomery Ave.

 

Bethesda, MD 20814

 

11.18% of Class I; 186,928.818 shares

 

 

 

 

 

CSIF Equity Portfolio

 

 

 

Charles Schwab & Co., Inc.

MLPF&S for the Sole Benefit of Its Customers

Reinvest Account

Attn: Fund Administration

Attn: Mutual Fund Department

4800 Deer Lake Dr. E FL 3

101 Montgomery Street

Jacksonville, FL 32246-6484

San Francisco, CA 94104-4122

9.95% of Class B; 320,460.132 shares

8.02% of Class A; 1,940,694.815 shares

 

 

 

MLPF&S for the Sole Benefit of Its Customers

National Financial SER Corp.

Attn: Fund Administration 976J0

For the Excl Ben of Our Customers

4800 Deer Lake Dr. E FL 3

Attn: Mutual Fds Dept. 5th Fl

Jacksonville, FL 32246-6484

200 Liberty Street 1 World Fin Ctr

17.4% of Class C; 608,625.850 shares

New York, NY 10281

 

12.03% of Class I; 440,343.819 shares

 

 

AIG Federal Savings Bank

Bost & Co.

Custodian FBO Baptist Health South Florida, Inc.

A/C PCFF2307002

403(b) Employee Retirement Plan

c/o Mutual FDS OPS

2929 Allen Parkway L3-00

P.O. Box 3198

Houston, TX 77019-7100

Pittsburgh, PA 15230-3198

9.14% of Class I; 334,419.033 shares

8.82% of Class I; 322,819.357 shares

 

 

Caritas Insurance Co. Ltd.

Saint Raphael Master Retirement Trust

c/o Finance Dept., Hospital of Saint Raphael TTEE
1450 Chapel Street

U/A 09/30/02
c/o Finance Dept., Hospital of Saint Raphael
1450 Chapel Street

31

=========================================================================

 

 

New Haven, CT 06511-4405

New Haven, CT 06511-4405

9.86% of Class I; 360,866.667 shares

6.88% of Class I; 251,708.968 shares

 

 

State of Wisconsin Deferred Compensation Plan

Daniel W. Boone, III

c/o IPO Portfolio Accounting

Atlanta, GA 30327-2712

P.O. Box 182029

5.04% of Class I; 184,311.680 shares

Columbus, OH 43218-2029

 

9.64% of Class I; 352,653.665 shares

 

 

 

CSIF Enhanced Equity Portfolio

 

 

 

Charles Schwab & Co. Inc.

Ameritas Life Insurance Corp.

Reinvest Account

P.O. Box 81889

Attn: Mutual Fund Department

Lincoln, NE 68501-1889

101 Montgomery Street

15.15% of Class A; 442,384.667 shares

San Francisco, CA 94104-4122

 

14.85% of Class A; 433,689.842 shares

 

 

 

MLPF&S for the Sole Benefit of Its Customers

NFS LLC FEBO

Attn: Fund Administration 973U7

NCCF General Trust

4800 Deer Lake Dr. E FL 3

6301 Greentree Road

Jacksonville, FL 32246-6484

Bethesda, MD 20817-3368

9.26% of Class B; 48,050.841 shares

6.98% of Class C; 29,087.763 shares

 

 

MLPF&S for the Sole Benefit of Its Customers

Calvert Distributors, Inc.

Attn: Fund Administration 973U7

Conservative Allocation

4800 Deer Lake Dr. E FL 3

Attn: Corp. Accounting

Jacksonville, FL 32246-6484

4550 Montgomery Ave.

17.84% of Class C; 74,372.975 shares

Bethesda, MD 20814

 

12.48% of Class I; 7,403.985 shares

 

 

Calvert Distributors, Inc.

Calvert Distributors, Inc.

Moderate Allocation

Aggressive Allocation

Attn: Corp. Accounting

Attn: Corp. Accounting

4550 Montgomery Ave.

4550 Montgomery Ave.

Bethesda, MD 20814

Bethesda, MD 20814

71.45% of Class I; 42,388.876 shares

16.07% of Class I; 9,534.787 shares

 

 

Calvert Conservative Allocation Fund

 

 

 

Calvert Distributors, Inc.

IRA R/O Florence Barrera

Attn: Corporate Accounting

AFSB Custodian

4550 Montgomery Avenue

78 Saint Francis Way

Suite 1000N

Salinas, CA 93906

Bethesda, MD 20814-3363

10.98% of Class A; 12,828.473 shares

28.58% of Class A; 33,402.812 shares

 

 

 

Calvert Distributors, Inc.

Pershing LLC

Attn: Corporate Accounting

Attn: Corporate Accounting

4550 Montgomery Avenue

P.O. Box 2052

Suite 1000N

Jersey City, NJ 07303-2052

Bethesda, MD 20814-3363

5.42% of Class C; 3,259.452 shares

55.44% of Class C; 33,362.063 shares

 

32

=========================================================================

 

 

Pershing LLC

Morgan Stanley DW Inc.

Attn: Corporate Accounting

Cust for Hannah Quinn-Bleacher

P.O. Box 2052

P.O. Box 250

Jersey City, NJ 07303-2052

New York, NY 10008

5.07% of Class C; 3,053.255 shares

5.17% of Class C; 3,111.239 shares

 

 

NFS LLC FEBO

 

Junia Oliansky

 

Brooklyn, NY 11230-5667

 

7.62% of Class I; 4,584.152 shares

 

 

 

 

 

Calvert Moderate Allocation Fund

 

 

 

Calvert Distributors, Inc.

MLPF&S for the Sole Benefit of Its Customers

Attn: Corporate Accounting

Attn: Fund Administration 973U7

4550 Montgomery Avenue

4800 Deer Lake Dr. E FL 3

Suite 1000N

Jacksonville, FL 32246-6484

Bethesda, MD 20814-3363

6.18% of Class C; 7,316.666 shares

7.63% of Class A; 33,350.917 shares

 

 

 

Calvert Distributors, Inc.

David L. Eastman

Attn: Corporate Accounting

Cecilia A. Eastman JT Wros

4550 Montgomery Avenue

State College, PA 16803

Suite 1000N

8.10% of Class C; 9,584.665 shares

Bethesda, MD 20814-3363

28.17% of Class C; 33,333.333 shares

Calvert Aggressive Allocation Fund

 

 

Calvert Distributors, Inc.

Martha M Cain

Attn: Corporate Accounting

TSA Plan AFSB, Custodian

4550 Montgomery Avenue

Berkeley CA 94705

Suite 1000N

7.63% of Class A; 5,661.331 shares

Bethesda, MD 20814-3363

44.92% of Class A; 33,333.333 shares

Morgan Stanley DW Inc.

NFS LLC FEBO

Cust for Robert C Freese

Bradford Needham / Linda Needham

P.O. Box 250 Church St. Station

P.O. Box 1519

New York, NY 10008

North Plains, OR 97133

5.31% of Class A; 3,941.334 shares

8.50% of Class A; 6,309.148 shares

 

 

Calvert Distributors, Inc.

First Clearing, LLC

Attn: Corporate Accounting

A/C 5116-7845

4550 Montgomery Avenue

Barbara E Lee

Suite 1000N

Eugene, OR 97405

Bethesda, MD 20814-3363

19.95% of Class C; 10,465.116 shares

63.54% of Class C; 33,333.333 shares

Robert W. Baird & Co.

LPL Financial Services

A/C 7826-5624

A/C 3926-8627

77 East Wisconsin Ave.

9785 Towne Center Dr

33

=========================================================================

Milwaukee, WI 53202

San Diego, CA 92121

9.72% of Class C; 5,101.576 shares

5.10% of Class C; 2,677.043 shares

Natasha B Suter

Ithaca, NY 14850-6001

5.53% of Class A; 4,106.128 shares

CSIS:

CSIS Calvert Social Index Fund

 

 

Ameritas Life Insurance Corp.

Charles Schwab & Co. Inc.

P.O. Box 81889

Reinvest Acct

Lincoln, NE 68501-1889

Attn: Mutual Fund Department

20.18% of Class A; 791,307.034 shares

101 Montgomery Street

San Francisco, CA 94104-4122

16.13% of Class A; 632,587.234 shares

MLPF&S for the Sole Benefit of Its Customers

MLPF&S for the Sole Benefit of Its Customers

Attn: Fund Administration 973U7

Attn: Fund Administration 973U7

4800 Deer Lake Dr. E FL 3

4800 Deer Lake Dr E FL 3

Jacksonville, FL 32246-6484

Jacksonville, FL 32246-6484

16.54% of Class B; 70,556.695 shares

27.21% of Class C; 138,711.080 shares

 

 

Ronald Alexander & Lisa Kaiser

National Financial Services Corp.

TTEES Union Benefits Trust

For the Exclusive Benefit of Our Customers

UA

Attn: Mutual Funds Dept., Fifth Floor

Westerville, OH 43082-8329

200 Liberty Street, 1 World Financial Center

53.10% of Class I; 105,644.600 shares

New York, NY 10281-1003

 

6.56% of Class I; 13,057.388 shares

 

 

Calvert Distributors, Inc.

Calvert Distributors, Inc.

Moderate Allocation

Conservative Allocation

Attn: Corporate Accounting

Attn: Corporate Accounting

4550 Montgomery Avenue

4550 Montgomery Avenue

Bethesda, MD 20814-3363

Bethesda, MD 20814-3363

26.71% of Class I; 53,152.364 shares

7.20% of Class I; 14,321.335 shares

 

 

Calvert Distributors, Inc.

 

Aggressive Allocation

 

Attn: Corporate Accounting

 

4550 Montgomery Avenue

 

Bethesda, MD 20814-3363

 

6.43% of Class I; 12,796.329 shares

 

 

 

34

=========================================================================

 

 

CWVF:

 

 

 

CWVF International Equity Fund

 

 

 

Charles Schwab & Co. Inc.

Exchange Bank Trust Accounts

Reinvest Account

Personal Trust Accounts

Attn: Mutual Fund Department

P.O. Box 208

101 Montgomery Street

Santa Rosa, CA 95402-0208

San Francisco, CA 94104-4122

5.79% of Class C; 72,494.279 shares

17.6% of Class A; 2,538,894.326 shares

 

 

 

MLPF&S for the Sole Benefit of Its Customers

Fortis Global Custody Services NV

Attn: Fund Administration

Brokerage & Derivatives A 08.02.13

4800 Deer Lake Dr. E FL 3

Rokin 55 1012 Amsterdam, Netherlands

Jacksonville, FL 32246-6484

6.37% of Class I; 266,940.452 shares

13.13% of Class C; 164,393.678 shares

 

 

 

National Financial Services Corp.

G. James Roush TTEE

For the Exclusive Benefit of Our Customers

UA DTD 01/03/1986

Attn: Mutual Funds Dept., Fifth Floor

Bellevue, WA 98009-3123

200 Liberty Street, 1 World Financial Center

22.28% of Class I; 226,940.037 shares

New York, NY 10281-1003

 

46.62% of Class I; 1,953,977.523 shares

 

 

 

 

 

Calvert Capital Accumulation Fund

 

 

 

Charles Schwab & Co., Inc.

MLPF&S for the Sole Benefit of Its Customers

Reinvest Account

Attn: Fund Administration 97FT6

Attn: Mutual Fund Department

4800 Deer Lake Dr E FL 3

101 Montgomery Street

Jacksonville, FL 32246-6484

San Francisco, CA 94104-4122

11.46% of Class C; 76,231 shares

5.38% of Class A; 256,598.460 shares

 

 

 

Prudential Investment Management Service

Calvert Distributors, Inc.

FBO Mutual Fund Clients

Moderate Allocation

Attn: PruChoice Unit

Attn: Corporate Accounting

100 Mullberry Street, 3 Gateway Center FLR 11

4550 Montgomery Avenue

Newark, NJ 07102-4000

Bethesda, MD 20814-3363

80.71% of Class I; 82,669.134 shares

10.20% of Class I; 10,444.910 shares

 

 

 

 

CIF:

 

 

 

Calvert Large Cap Growth Fund

 

 

 

Charles Schwab & Co. Inc.

MLPF&S for the Sole Benefit of Its Customers

Reinvest Account

Attn: Fund Administration 973U7

Attn: Mutual Fund Department

4800 Deer Lake Dr. E FL 3

101 Montgomery Street

Jacksonville, FL 32246-6484

San Francisco, CA 94104-4122

5.23% of Class B; 54,929.765 shares

33.76% of Class A; 4,151,681.796 shares

 

35

=========================================================================

MLPF&S for the Sole Benefit of Its Customers

Reliance Trust Co.

Attn: Fund Administration 973U7

FBO Lifestyle 12

4800 Deer Lake Dr. E FL 3

PO Box 48529

Jacksonville, FL 32246-6484

Atlanta, GA 30362-1529

19.86% of Class C; 274,639.389 shares

20.25% of Class I; 712,743.785 shares

 

 

SEI Private Trust Co.

Charles Schwab & Co. Inc.

c/o HSBC

Reinvest Account

One Freedom Valley Dr.

Attn: Mutual Fund Department

Oaks, PA 19456

101 Montgomery Street

5.04% of Class I; 117,345.816 shares

San Francisco, CA 94104-4122

 

24.14% of Class I; 849,512.533 shares

 

 

David V. Mastran

Prudential Investment Management Service

Great Falls, VA 22066-3218

Sevice FBO Mutual Fund Clients

5.03% of Class I; 177,015.015 shares

Attn: PruChoice Unit,

 

100 Mullberry Street, 3 Gateway Center FLR 11

 

Newark, NJ 07102-4000

National Financial SER Corp.

7.01% of Class I; 246,803.381 shares

For the Excl Ben of Our Customers

 

Attn Mutual Fds Dept. 5th fl

 

200 Liberty Street, 1 World Fin Ctr

 

New York, NY 10281

 

22.44% of Class I; 789996.726 shares

 

 

 

Calvert Small Cap Value Fund

 

 

 

Davenport & Company LLC

Charles Schwab & Co., Inc.

Florence M. Fiscella GST Trust

Reinvest Account

u/a DTD 10/30/98

Attn: Mutual Fund Department

2013 Cunningham Dr. Suite 301

101 Montgomery Street

Hampton VA 23666-3306

San Francisco, CA 94104-4122

6.08% of Class A; 69,847.740 shares

29.58% of Class A; 339,697.320 shares

 

 

Pershing LLC

Pershing LLC

Attn: Corporate Accounting

Attn: Corporate Accounting

P.O. Box 2052

P.O. Box 2052

Jersey City, NJ 07303-2052

Jersey City, NJ 07303-2052

10.41% of Class C; 1,008.192 shares

18.26% of Class C; 1,767.701 shares

 

 

First Clearing LLC A/C 4630-8397

FBO Susan B. Adler

Madelyn J. Postman

TSA Plan AFSB, Custodian

Glen Alley VA 23060-9243

Seattle, WA 98122-5224

8.44% of Class C; 816.910 shares

7.71% of Class C; 746.213 shares

 

 

Pershing LLC

FBO Elizabeth Barclay

Attn: Corporate Accounting

1998 Roth IRA AFSB Custodian

P.O. Box 2052

1187 Coast Village Rd. Suite 1-481

Jersey City, NJ 07303-2052

Santa Barbara, CA 93108-2737

7.26% of Class C; 702.748 shares

7.06% of Class C; 683.843 shares

 

 

36

=========================================================================

Angela M. Miller

Dennis Kessler TTEE

Clinton R. Miller JTWROS

DAW Family Trust For Mindy

Dallas, TX 75209

UA DTD 09/30/1985

6.81% of Class C; 659.630 shares

San Anselmo, CA 94960-2917

 

61.79% of Class I; 63,572.791 shares

 

 

National Investor Services FBO

Calvert Distributors, Inc.

097-50000-19

Moderate Allocation

55 Water Street, 32nd Fl

Attn.: Corporate Accounting

New York, NY 10041-3299

4550 Montgomery Avenue

21.12% of Class I; 21,730.025 shares

Bethesda, MD 20814-3363

 

10.54% of Class I; 10,840.120 shares

Calvert Distributors, Inc.

 

Aggressive Allocation

 

Attn: Corporate Accounting

 

4550 Montgomery Avenue

 

Bethesda, MD 20814-3363

 

6.55% of Class I; 6,740.701 shares

 

 

 

 

 

Calvert Mid Cap Value Fund

 

 

 

Charles Schwab & Co., Inc.

Pershing LLC

Reinvest Account

Attn: Corporate Accounting

Attn: Mutual Fund Department

P.O. Box 2052

101 Montgomery Street

Jersey City, NJ 07303-2052

San Francisco, CA 94104-4122

6.77% of Class C; 1,413.383 shares

22.33% of Class A; 244,160.764 shares

 

 

 

Pershing LLC

Raymond James & Assoc.

Attn: Corporate Accounting

FBO Sutton Merrily

P.O. Box 2052

Bin# 48852363

Jersey City, NJ 07303-2052

880 Carillon Pkwy

10.70% of Class C; 2,231.866 shares

St. Petersburg, FL 33716-1100

 

6.79% of Class C; 1,417.292 shares

 

 

Calvert Distributors, Inc.

Calvert Distributors, Inc.

Conservative Allocation

Aggressive Allocation

Attn: Corporate Accounting

Attn: Corporate Accounting

4550 Montgomery Avenue

4550 Montgomery Avenue

Bethesda, MD 20814-3363

Bethesda, MD 20814-3363

18.69% of Class I; 3,359.565 shares

23.25% of Class I; 4,179.365 shares

 

 

Calvert Distributors, Inc.

Davenport & Company LLC

Moderate Allocation

Florence M. Fiscella GST Trust

Attn: Corporate Accounting

u/a DTD 10/30/98

4550 Montgomery Avenue

2013 Cunningham Dr. Suite 301

Bethesda, MD 20814-3363

Hampton, VA 23666-3306

58.06% of Class I; 10,438.469 shares

5.15% of Class A; 56,284.422 shares

37

=========================================================================

 

ADJOURNMENT

In the event that sufficient votes in favor of the proposal set forth in the Notice of Meeting and Proxy Statement are not received by the time scheduled for the Special Meeting, William M. Tartikoff, Esq. or Barbara J. Krumsiek may move one or more adjournments of the meeting to permit further solicitation of proxies with respect to any such proposal. Any such adjournment will require the affirmative vote of a majority of the shares present at the Special Meeting. Mr. Tartikoff and Ms. Krumsiek will vote in favor of such adjournment those shares that they are entitled to vote which have voted in favor of such proposal. They will vote against any such adjournment on behalf of those proxies that have voted against any such proposal.

 

Advisor
Calvert Asset Management Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

Principal Underwriter
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

Administrator
Calvert Administrative Services Company, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

 

38

=========================================================================

 

<PAGE>

==========================================================================

 

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!

THREE CONVENIENT WAYS TO VOTE YOUR PROXY.

You can vote your proxies over the Internet, by telephone or by fax -- it's easy and confidential.

INTERNET, TELEPHONE AND FAX VOTING ARE AVAILABLE 24 HOURS A DAY, SEVEN DAYS A WEEK.

If you are voting by Internet, telephone or fax, you should NOT mail your proxy card.

Vote by Internet:

  • Read the proxy statement and have your proxy card available.
  • Go to https://vote.proxy-direct.com and follow the on screen directions.

Vote by Telephone:

  • Read the proxy statement and have your proxy card available.
  • Call toll free 1-866-241-6192 and follow the recorded instructions provided to cast your vote.

Vote by Fax:

  • Read the proxy statement and have your proxy card available.
  • Fax your executed proxy to us toll free at 1-888-796-9932 anytime.

 

You may receive additional proxies for other accounts. These are not duplicates; you should sign and return each proxy in order for your votes to be counted.

 

 

Please detach at perforation before mailing.

 

 

PROXY


CALVERT SOCIAL INVESTMENT FUND PROXY

CALVERT SOCIAL INDEX SERIES, INC.
CALVERT WORLD VALUES FUND, INC.
CALVERT IMPACT FUND, INC.

JOINT SPECIAL MEETING OF SHAREHOLDERS to be held December 2, 2005

The accompanying proxy statement is being furnished in connection with the solicitation of proxies by the Board of Trustees/Directors of the Funds (the "Boards") to be used at the Joint Special Meeting of Shareholders (the "special meeting"). The Special Meeting will be held in the Tenth Floor Conference Room of Calvert Group, Ltd., Air Rights North Tower, 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland at 9:00 a.m. on Friday, December 2, 2005, or at such later time or date made necessary by adjournment for the purpose set forth in the Notice of Meeting.

VOTE VIA THE INTERNET: https://vote.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-866-241-6192

Note: Please sign exactly as name or names appear hereon. Joint owners should each sign personally. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person.

__________________________________________________
Shareholder sign here

__________________________________________________
Co-owner sign here

__________________________________________________
Date

  

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.

 

EVERY SHAREHOLDER'S VOTE IS IMPORTANT!
VOTE THIS PROXY CARD TODAY!

  

Please detach at perforation before mailing.

 

 

PORTFOLIO

PORTFOLIO

Calvert Social Investment Fund Money Market Portfolio

Calvert Conservative Allocation Fund

Calvert Social Investment Fund Bond Portfolio

Calvert Moderate Allocation Fund

Calvert Social Investment Fund Balanced Portfolio

Calvert Aggressive Allocation Fund

Calvert Social Investment Fund Equity Portfolio

Calvert Small Cap Value Fund

Calvert Social Investment Fund Enhanced Equity Portfolio

Calvert Mid Cap Value Fund

Calvert World Values International Equity Fund

Calvert Large Cap Growth Fund

Calvert Capital Accumulation Fund

Calvert Social Index Fund

 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BELOW AND, ABSENT DIRECTION, WILL BE VOTED FOR THE PROPOSAL LISTED BELOW. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.

PLEASE MARK BOXES BELOW IN BLUE OR BLACK INK AS FOLLOWS. Example:

 

 

1. To elect Trustees/Directors:

 

01. Rebecca Adamson

02. Richard L. Baird, Jr.

03. Frederick A. Davie, Jr.

04. John Guffey, Jr.

05. Miles Douglas Harper, III

06. Joy V. Jones

07. Terrence J. Mollner, Ed.D.

08. Sydney Amara Morris

09. Rustum Roy

10. Tessa Tennant

11. Barbara J. Krumsiek

12. D. Wayne Silby, Esq.

 

 

 

FOR

WITHHOLD

FOR ALL

ALL

ALL

EXCEPT

_______

_______

_______

 

 

 

  

To withhold your vote from any individual nominee, mark the "For All Except" box and write the nominee's number on the line provided below.


________________________________________________________________________________