-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
JEpYlpqWVbjgVjFukVfCy/yowpHuWY1GWcQeA4o3cpdJIU0QtmllvOVJZRiS4S6m
H9judrMcENYQdO74KzDX7g==
1933 Act Registration No. 333-153516 UNITED STATES FORM N-14 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X ] PRE-EFFECTIVE AMENDMENT NO. 1 (Check appropriate box or boxes) Calvert SAGE Fund 4550 Montgomery Avenue, Suite 1000N 800-368-2745 William M. Tartikoff, Esq. Approx. Date of Proposed Public
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[ ] POST-EFFECTIVE AMENDMENT NO.__
(Exact Name of Registrant as Specified in Charter)
Bethesda, MD 20814
(Address of Principal Executive Offices)
(Registrant's Telephone Number)
Calvert Group, Ltd.
4550 Montgomery Ave. Suite 1000N
Bethesda, MD 20814
(Name and Address of Agent for Service)
Offering: December 5, 2008
(Date of Reorganization)
No filing fee is due for Registrant because of reliance on Section 24(f) of the Investment Company Act of 1940.
The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
<PAGE>
SUMMIT MUTUAL FUNDS, INC.
312 Walnut Street, Suite 2500
Cincinnati, Ohio 45202
1-877-546-3863
October 13, 2008
Dear Investor:
I am writing to inform you of the upcoming special meeting of shareholders (the "Meeting") of the below Funds of the Apex Series of Summit Mutual Funds, Inc. ("Summit Funds") to be held on Tuesday, November 25, 2008 at 312 Walnut Street, Suite 2500, Cincinnati, Ohio 45202, to vote on the proposed reorganizations of the following Summit Funds into the respective Calvert Funds, also as identified below.
Summit (Merging) Fund |
Calvert (Acquiring) Fund |
Summit Bond Fund |
Calvert Income Fund |
Summit Everest Fund |
Calvert Large Cap Value Fund |
Summit Money Market Fund |
Calvert Institutional Prime Fund |
<R>
The Board of Directors of Summit Mutual Funds, Inc. recommends that the Summit Merging Funds be combined with the respective Calvert Acquiring Funds, each in a tax-free reorganization ("Reorganization"). No sales charges or redemption fees will be imposed in connection with the Reorganizations. Additionally, none of the Summit Merging Funds nor their respective shareholders will pay any of the costs associated with the Reorganizations. The costs incurred by the Summit Funds will be paid by Calvert Asset Management Company, Inc. and Summit Investment Partners, Inc.
</R>
If approved by shareholders, you will become a shareholder of the respective Calvert Acquiring Fund on the date that the Reorganization occur. The Board believes that shareholders of each of the Summit Merging Funds would benefit from combining the Funds in that it would result in funds with larger asset bases which may provide greater investment opportunities and may benefit from economies of scale over the long term
You are being asked to vote to approve Agreements and Plans of Reorganization. The accompanying document describes the proposed transaction and compares the strategies and expenses of each of the Funds for your evaluation.
After careful consideration, the Board of Directors of Summit Mutual Funds, Inc. unanimously approved this proposal and recommends that Summit Fund shareholders vote "FOR" the proposal.
Regardless of whether you plan to attend the Meeting in person, PLEASE COMPLETE, DATE, SIGN AND RETURN YOUR PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE so that you will be represented at the Meeting. All properly executed proxy cards must be received by 9:00 a.m., Eastern Time, on November 25, 2008. If you have returned a proxy card and are present at the Meeting, you may change the vote specified in the proxy at that time. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
I appreciate the time you will take to review this important matter. If we may be of any assistance, please call us at 1-877-546-3683 ext. _____.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER SOLICITATION, PLEASE VOTE PROMPTLY.
Sincerely,
[SIGNATURE]
[NAME]
[TITLE]
Summit Mutual Funds, Inc.
SUMMIT MUTUAL FUNDS, INC.
312 Walnut Street, Suite 2500
Cincinnati, Ohio 45202
1-877-546-3863
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on November 25, 2008
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of the following Summit Funds, each a series of the Apex Series of Summit Mutual Funds, Inc. will be held on Tuesday, November 25, 2008, at 9:00 a.m., Eastern Time, at 312 Walnut Street, Suite 2500, Cincinnati, Ohio 45202, as may be adjourned from time to time, (the "Meeting"), for the purposes listed below:
For Summit Bond Fund Shareholders
For Summit Everest Fund Shareholders
For Summit Money Market Fund Shareholders
* * *
On behalf of the Summit Funds, the Board of Directors of Summit Mutual Funds, Inc. has fixed the close of business on September 30, 2008 as the record date for the determination of shareholders of the Funds entitled to notice of and to vote at the Meeting and any adjournments thereof.
October __, 2008
By Order of the Board of Directors,
[SIGNATURE]
John F. Labmeier
Secretary
Summit Mutual Funds, Inc.
PROSPECTUS/PROXY STATEMENT
Dated October __, 2008
Acquisition of the Assets of
BOND FUND,
of the Apex Series of Summit Mutual Funds, Inc.
By and in Exchange for Shares of
CALVERT INCOME FUND,
a series of The Calvert Fund
Acquisition of the Assets of
EVEREST FUND,
of the Apex Series of Summit Mutual Funds, Inc.
By and in Exchange for Shares of
CALVERT LARGE CAP VALUE FUND,
a series of Calvert SAGE Fund
Acquisition of the Assets of
MONEY MARKET FUND,
of the Apex Series of Summit Mutual Funds, Inc.
By and in Exchange for Shares of
INSTITUTIONAL PRIME FUND,
a series of Calvert Cash Reserves
INTRODUCTION
This proxy statement and enclosed proxy are being furnished in connection with the solicitation of proxies by the Board of Directors (the "Board" or "Directors") of Summit Mutual Funds, Inc. (the "Company") for use at a special meeting of shareholders of the Summit Bond Fund, Summit Everest Fund and Summit Money Market Fund of the Company will be held on Tuesday, November 25, 2008, at 9:00 a.m., Eastern Time, at 312 Walnut Street, Suite 2500, Cincinnati, Ohio 45202, as may be adjourned from time to time (the "Meeting"). THE BOARD IS SOLICITING PROXIES FROM SHAREHOLDERS OF EACH SUMMIT FUND WITH RESPECT TO THE PROPOSALS SET FORTH IN THE ACCOMPANYING NOTICE. It is anticipated that proxies and proxy statements will first be mailed to shareholders on or about October __, 2008.
The purpose of the Meeting is to approve the proposed transfers of all of the respective assets of the following Summit Funds ("Summit Funds" or "Summit Merging Funds"), each a series of the Apex Series of Summit Mutual Funds, Inc., to the following respective Calvert Funds ("Calvert Funds" or "Calvert Acquiring Funds"), in exchange for shares of the respective Calvert Fund ("Reorganizations").
Summit Merging Fund |
Calvert Acquiring Fund |
Bond Fund |
Calvert Income Fund |
Everest Fund |
Calvert Large Cap Value Fund |
Money Market Fund |
Calvert Institutional Prime Fund |
Following the transfer, if approved by Summit Merging Fund shareholders, Calvert Acquiring Fund shares will be distributed to the shareholders of the respective Summit Merging Fund in liquidation of the respective Summit Merging Fund and each Summit Merging Fund will be dissolved. As a result of the proposed transaction, each shareholder of the respective Summit Merging Fund will receive that number of full and fractional shares of the respective Calvert Acquiring Fund equal in total value on the business day immediately prior to each Reorganization to the value of the shares of the respective Summit Merging Fund which such shareholder currently holds, and each Summit Merging Fund will be terminated.
This Prospectus/Proxy Statement, which should be retained for future reference, sets forth concisely the information about each Calvert Acquiring Fund that a prospective investor should know before voting on the proposed Reorganizations. The transaction will only occur if Summit Merging Fund shareholders vote in favor of the respective Reorganizations.
* * *
The approximate date on which this Prospectus/Proxy Statement, a Notice of Special Meeting of Shareholders, and Form of Proxy are first being mailed to shareholders is on or about October __, 2008.
Statements of Additional Information dated October __, 2008 relating to this Prospectus/Proxy Statement and each Reorganization (the "Reorganization SAIs"), have been filed with the Securities and Exchange Commission (the "SEC"). The Reorganization SAIs for Calvert Income Fund (into which Summit Bond is being merged) and Calvert Large Cap Value Fund (into which Summit Everest is being merged) also includes the pro forma financial statements of the respective Acquiring Calvert Fund. Each Reorganization SAI is incorporated by reference in its entirety into this Prospectus/Proxy Statement.
The following documents relating to the Summit Merging Funds have been filed with the SEC (Summit Mutual Funds, Inc., SEC File No. 811-04000). The following documents relating to the Calvert Acquiring Funds have been filed with the SEC (The Calvert Fund, SEC File No. 811-03416; Calvert SAGE Fund, SEC File No. 811-22212; and Calvert Cash Reserves, SEC File No. 811-03418). The information relating to each Summit Fund and Calvert Fund, respectively, which is contained in the following documents, is incorporated by reference into this Prospectus/Proxy Statement:
<R>
Summit Funds
Prospectus of Summit Mutual Funds, Inc. (Summit Apex Series) relating to each Summit Merging Fund dated February 1, 2008 |
Statement of Additional Information of Summit Mutual Funds, Inc. (Apex Series) relating to each Summit Merging Fund dated February 1, 2008 |
Annual Report to Shareholders of Summit Mutual Funds, Inc. (Apex Series) relating to each Summit Merging Fund for the year ended September 30, 2007 |
Semiannual Report to Shareholders of Summit Mutual Funds, Inc. (Apex Series) relating to each Summit Merging Fund for the period ended March 31, 2008 |
</R>
Summit Bond --> Calvert Income
Calvert Income Fund
Class I Prospectus of The Calvert Fund dated January 31, 2008, which accompanies this Prospectus/Proxy Statement |
Class Y Prospectus of The Calvert Fund dated January 31, 2008, which accompanies this Prospectus/Proxy Statement |
Statement of Additional Information of The Calvert Fund dated January 31, 2008 |
Annual Report to Shareholders of The Calvert Fund for the year ended September 30, 2007 |
Semi-Annual Report to Shareholders of The Calvert Fund for the period ended March 31, 2008 |
Summit Everest --> Calvert Large Cap Value
Calvert Large Cap Value Fund
Class A (and Class C) Prospectus of Calvert SAGE Fund dated October __, 2008 |
Class Y Prospectus of Calvert SAGE Fund dated October __, 2008 |
Statement of Additional Information of Calvert SAGE Fund dated October __, 2008 |
Summit Money Market --> Calvert Institutional Prime
Calvert Institutional Prime Fund
Prospectus of Calvert Cash Reserves dated January 31, 2008 |
Statement of Additional Information of Calvert Cash Reserves dated January 31, 2008 |
Annual Report to Shareholders of Calvert Cash Reserves for the year ended September 30, 2007 |
Semi-Annual Report to Shareholders of Calvert Cash Reserves for the period ended March 31, 2008 |
Copies of any of the above documents relating to each Summit Merging Fund may be obtained upon request and without charge by writing Summit Mutual Funds, Inc. at 312 Walnut Street, Suite 2500, Cincinnati, Ohio 45202, or by calling 1-877-546-3863 toll-free.
Copies of any of the above documents relating to each Calvert Acquiring Fund, as well as copies of the Reorganization SAIs, may be obtained upon request and without charge by writing Calvert Funds at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, or by calling 800-368-2745 toll-free.
Copies of any of these documents may also be obtained without charge on the EDGAR database on the SEC's internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.
These securities have not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed on the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The shares offered by this Prospectus/Proxy Statement are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. An investment in each of the Funds involves investment risk, including possible loss of the purchase payment of your original investment.
TABLE OF CONTENTS
Synopsis |
|
Investment Objectives and Investment Strategies Fundamental Investment Restrictions Principal Risks |
|
Expense Comparison |
|
Performance Comparison |
|
Management of Calvert Funds |
|
Reasons for the Reorganization |
|
Information about the Reorganization |
|
Comparative Information on Shareholder Rights |
|
General Information about the Funds |
|
Financial Statements and Experts |
|
Voting Information |
|
Other Business |
|
Adjournment |
|
Exhibit A - Agreement and Plan of Reorganization for Bond Fund |
|
Exhibit B - Agreement and Plan of Reorganization for Everest Fund |
|
Exhibit A - Agreement and Plan of Reorganization for Money Market Fund |
|
SYNOPSIS
This section summarizes the primary features and consequences of the Reorganizations. It may not contain all of the information that is important to you. To understand each Reorganization, you should read this entire Prospectus/Proxy Statement and the Exhibit.
This Synopsis is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Proxy Statement, the respective Prospectuses and Statements of Additional Information relating to the Funds, and each form of the Agreement and Plan of Reorganization (the "Reorganization Plan"), which are attached to this Prospectus/Proxy Statement as EXHIBITS A-C.
Reasons for the Reorganization. At in-person meetings held on September 5, 2008 and September 9, 2008, the Board of Directors of Summit Mutual Funds, Inc. considered a proposed internal realignment of the mutual fund operations within UNIFI Mutual Holding Company ("UNIFI"), effected by a proposed combining of the Summit and Calvert Families of Funds with a view to providing increased shareholder benefits and operational efficiencies. With such a combination, Calvert Asset Management Company, Inc. ("CAMCO"), the investment advisor to the Calvert Funds, will also assume the investment advisory role for the entire line-up of Summit Mutual Fund assets. Pursuant to the realignment and subject to shareholder approval, each Summit Merging Fund will be reorganized into its respective Calvert Acquiring Fund.
The Board of Directors of Summit Mutual Funds, Inc. (the "Summit Directors") believes that each proposed Reorganization would be in the best interest of the respective shareholders of the respective Summit Merging Funds. In reaching this decision, the Summit Directors considered the terms and conditions of each Reorganization, along with the following, among other factors:
<R>
</R>
For the reasons described in this Prospectus/Proxy Statement and subject to the approval of Summit Merging Fund shareholders, the Summit Directors, including the Summit Directors who are not "interested persons" within the meaning of Section 2(a)(19) of the Investment Company Act of 1940 (the "Summit Independent Directors"), have concluded that the Reorganizations of each Summit Merging Fund into the respective Calvert Acquiring Fund would be in the best interests of the shareholders of the respective Summit Merging Fund, and recommend shareholder approval. The Reorganizations are expected to be completed on or about December 5, 2008.
Proposed Transaction. The Summit Directors have authorized Summit Mutual Funds, Inc. to enter into an Agreement and Plan of Reorganization providing for the following:
The material terms of the Reorganization Plans are described in more detail in "Information about the Reorganizations" below.
Overview of Funds subject to Transaction.
Summit Bond --> Calvert Income
Summit Bond Merging into Calvert Income
Summit Bond is a diversified series of Summit Mutual Funds, Inc., an open-end management investment company organized as a Maryland corporation and registered under the Investment Company Act of 1940, as amended. Calvert Income is a non-diversified series of The Calvert Fund, an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940. Summit Bond offers Class A and I shares. Calvert Income offers Classes A, B, C, I, R and Y shares, but only Class I and Y shares are subject to the Reorganization.
Summit Investment Partners, Inc. serves as the investment advisor for Summit Bond. Calvert Investment Management Company, Inc. serves as the investment advisor for Calvert Income.
As of September 30, 2008, the net assets of Summit Bond were [$___ million]. As of September 30, 2008, the net assets of Calvert Income were [$___ million].
Summit Everest --> Calvert Large Cap Value
Summit Everest Merging into Calvert Large Cap Value
Summit Everest is a diversified series of Summit Mutual Funds, Inc., an open-end management investment company organized as a Maryland corporation and registered under the Investment Company Act of 1940, as amended. Calvert Large Cap Value is a diversified series of Calvert SAGE Fund, an open-end management investment company organized as a Maryland business trust and registered under the Investment Company Act of 1940. Summit Everest offers Class A and I shares. Calvert Large Cap Value offers Classes A, C, I and Y shares, but only Class A and Y shares are subject to the Reorganization.
Summit Investment Partners, Inc. serves as the investment advisor for Summit Everest. Calvert Investment Management Company, Inc. serves as the investment advisor for Calvert Large Cap Value.
As of September 30, 2008, the net assets of Summit Everest were [$___ million]. As of September 30, 2008, the net assets of Calvert Large Cap Value were [$___ million].
Summit Money Market --> Calvert Institutional Prime
Summit Money Market Merging into Calvert Institutional Prime
Summit Money Market is a diversified series of Summit Mutual Funds, Inc., an open-end management investment company organized as a Maryland corporation and registered under the Investment Company Act of 1940, as amended. Calvert Institutional Prime is a diversified series of Calvert Cash Reserves, an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940. Both Funds offer Class I shares.
Summit Investment Partners, Inc. serves as the investment advisor for Summit Money Market. Calvert Investment Management Company, Inc. serves as the investment advisor for Calvert Institutional Prime.
As of September 30, 2008, the net assets of Summit Money Market were [$___ million]. As of September 30, 2008, the net assets of Calvert Institutional Prime were [$___ million].
Tax Consequences. Pursuant to the Reorganization Plans, as a condition to closing each of the Reorganizations, each Summit Merging Fund shall have received an opinion of counsel that for federal income tax purposes no gain or loss will be recognized by it or its shareholders as a result of the Reorganization. The tax basis of each Calvert Acquiring Fund's shares received by a shareholder will be the same as the tax basis of the shareholder's shares of the respective Summit Merging Fund. In addition, the tax basis of each Summit Merging Fund's assets in the hands of the respective Calvert Acquiring Fund as a result of the Reorganization will be the same as the tax basis of such assets in the hands of the Summit Merging Fund prior to the Reorganization. See "Information about the Reorganizations" below.
Summit Bond --> Calvert Income
If the Reorganizations take place, Calvert Income will be constrained in the extent to which it can use the capital loss carryforwards of Summit Bond. See "Effect of the Reorganization on Capital Loss Carryforwards" below.
* * *
Investment Objectives. The Funds' investment objectives are compatible: Summit Bond seeks a high level of current income by investing; Calvert Income seeks to maximize long-term income. The following charts set forth the specific investment objectives of each Fund.
Summit Bond --> Calvert Income
INVESTMENT OBJECTIVE |
|
Merging Fund |
Acquiring Fund |
Summit Bond |
Calvert Income |
The Fund seeks as high a level of current income as is consistent with reasonable investment risk, by investing primarily in long-term, fixed-income, investment-grade corporate bonds. |
The Fund seeks to maximize long-term income, to the extent consistent with prudent investment management and preservation of capital, through investment in bonds and other income producing securities. |
Investment Strategies. The Funds' principal investment strategies are compatible as each Fund invests primarily in investment-grade fixed-income securities of comparable credit quality and emphasizes prudent investment management with reasonable risk. However, there are differences in the investment methods utilized by the Funds to seek their objectives, as indicated below. Summit Bond emphasizes government bonds, while Calvert Income emphasizes corporate bonds, and the average maturity and effective duration are shorter in the investment portfolio of Calvert Income than in that of Summit Bond. In addition, Summit Bond is diversified; Calvert Income is non-diversified and may invest more of its assets in a smaller number of companies. The following chart sets forth the principal investment strategies of each Fund.
PRINCIPAL INVESTMENT STRATEGIES |
|
Merging Fund |
Acquiring Fund |
Summit Bond |
Calvert Income |
Under normal circumstances, the Fund invests at least 80% of its assets in fixed-income securities. In addition, the Fund normally invests at least 75% of its assets in publicly traded or 144a investment-grade debt securities, or unrated securities determined to be of equivalent rating; obligations issued or guaranteed by the U.S. government or its agencies or instrumentalities; or cash and cash equivalents. |
The Fund typically invests at least 65% of its net assets in investment grade U.S. dollar denominated debt securities, or if unrated, considered to be of comparable credit quality by the Portfolio's Advisor. There is no limit on unrated securities. The Fund invests principally in bonds issued by the U.S. Treasury and its agencies, the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, and U.S. corporations. |
The Fund may invest without limitation in asset-backed securities ("ABS") and in mortgage-backed securities, including collateralized mortgage obligations ("CMOs"). |
The Fund may invest in taxable municipal securities, ABS of U.S. issuers and repurchase agreements, as well as mortgage-backed securities including CMOs. |
The Fund is actively traded. |
The Fund uses an active strategy, seeking relative value to earn incremental income. |
Up to 25% of the Fund's total assets may be invested in unrated debt securities or below-investment grade high yield debt securities ("junk bonds"). |
Up to 35% of the Fund's net assets may be invested in junk bonds. |
The Fund may invest up to 25% of its net assets in foreign securities; its investments in any single "major country" (certain developed foreign nations) are limited to 10% of net assets, and its investments in any single other country are limited to 5% of net assets. |
The Fund may invest up to 30% of its net assets in foreign debt securities. |
The Fund is diversified (with respect to 75% of its assets; the Fund may not invest more than 5% of its assets in securities of any one issuer; and the Fund may not purchase more than 10% of an issuer's outstanding debt securities or 10% of an issuer's outstanding voting securities). |
The Fund is non-diversified and may invest more of its assets in a smaller number of companies, compared to a diversified fund. |
The average maturity of the Fund is [12.9 years] and the effective duration of the Fund is [5.4 years]. * |
The average maturity of the Fund is 7.17 years and the effective duration of the Fund is 3.69 years. ** |
The Fund may not make short sales of securities or maintain a short position. |
To manage the duration of its portfolio, the Fund may use a hedging technique involving short sales of U.S. Treasury securities. The Fund may also effect short sales if it owns or has the right to obtain securities in kind and amount to the securities sold short. |
The Fund may not borrow amounts in excess of 10% of its total assets, and then only from banks and by entering into reverse repurchase agreements. |
The Fund may not borrow money, except from banks and through reverse repurchase agreements in an amount up to 33 1/3% of the value of the Fund's total assets (including the amount borrowed). |
The Fund may invest up to 20% of its total assets in convertible debt securities, convertible preferred and preferred stocks, or other securities. |
Although it may employ leverage by borrowing money and using it for the purchase of additional securities, the Portfolio does not currently intend to do so. |
* Based on data reported by Morningstar as of [6/30/08].
** Based on data reported by Calvert as of 6/30/08.
Summit Everest --> Calvert Large Cap Value
Investment Objective. The Fun's investment objectives are compatible as they both seek long-term capital appreciation. The following chart sets forth the specific investment objectives of each Fund.
INVESTMENT OBJECTIVE |
|
Merging Fund |
Acquiring Fund |
Summit Everest |
Calvert Large Cap Value |
The Fund seeks primarily long-term appreciation of capital, without incurring unduly high risk, by investing primarily in common stocks and other equity securities. Current income is a secondary objective. |
The Fund seeks long-term capital appreciation through investment primarily in large-cap U.S. common stocks that are trading at prices below what are believed to be their intrinsic value, using the Fund's corporate responsibility standards and strategies. |
Investment Strategies. The Funds' principal investment strategies are compatible as each Fund invests primarily in common stocks and other equity securities. However, there are differences in the investment methods utilized by the Funds to seek their objectives, as indicated below. Calvert Large Cap Value invests at least 80% of its assets in the common stocks of large-cap companies, while Summit Everest does not have such a policy. In addition, Calvert Large Cap Value analyzes each investment against threshold corporate responsibility standards, where Summit Everest does not have such standards. The following chart sets forth the principal investment strategies of each Fund.
PRINCIPAL INVESTMENT STRATEGIES |
|
Merging Fund |
Acquiring Fund |
Summit Everest |
Calvert Large Cap Value |
A major portion of the Fund will be invested in common stocks. The Fund seeks special opportunities in securities that are selling at a discount from theoretical price/earnings ratios and that seem capable of recovering from their temporary out-of-favor status (a "value" investment style). |
The Fund offers opportunities for long-term growth of capital through large-cap company equity securities that the portfolio manager believes are undervalued.. |
The Fund may invest all or a portion of its assets in preferred stocks, convertible preferred stocks, convertible bonds, and convertible debentures. |
Under normal circumstances, at least 80% of the Fund's net assets (including borrowings for investment purposes) will be invested in the common stocks of large-cap companies. |
When market conditions for equity securities are adverse, and for temporary defensive purposes, the Fund may invest in Government securities, money market instruments, or other fixed income securities, or retain cash or cash equivalents. However, the Fund normally will remain primarily invested in common stocks. |
Under normal circumstances, the Fund seeks to have a weighted average market capitalization of at least $10 billion. |
The Fund may invest up to 20% of its assets in financial futures contracts and options and stock index futures contracts and options in order to invest uncommitted cash balances, to maintain liquidity to meet shareholder redemptions, or to minimize trading costs. |
The Fund primarily invests in U.S. large cap companies, although it may also invest in mid-cap and small cap companies, and may invest up to 25% of its net assets in foreign securities. |
As a temporary investment strategy, when the Fund has less than $50 million in net assets, the Fund may invest up to 100% of its assets in such futures and/or options contracts. |
The Fund seeks to invest in a wide range of companies and other enterprises that demonstrate varying degrees of commitment and progress toward addressing key corporate responsibility and sustainability challenges. |
The Fund may also sell covered calls on futures contracts or individual securities held in the Fund. |
|
* Based on data reported by Morningstar as of [6/30/08].
** Based on data reported by Calvert as of 6/30/08.
Summit Money Market --> Calvert Institutional Prime
Investment Objectives. The Funds' investment objectives are substantially similar. Summit Money Market seeks a high level of current income, and Calvert Institutional Prime seeks to maximize long-term income. The following chart sets forth the respective investment objectives of each Fund.
INVESTMENT OBJECTIVE |
|
Merging Fund |
Acquiring Fund |
Summit Money Market |
Calvert Institutional Prime |
Seeks to maintain stability of capital and, consistent therewith, to maintain the liquidity of capital and to provide current income. |
Seeks to obtain the highest level of current income, consistent with safety, preservation of capital and liquidity that is available through investments in specified money market instruments. |
Investment Strategies. The Funds' principal investment strategies are compatible as each Fund is a money market fund that invests primarily in high quality, short-term securities. However, there are differences in the investment methods utilized by the Funds to seek their objectives. The following chart sets forth the principal investment strategies of each Fund.
PRINCIPAL INVESTMENT STRATEGIES |
|
Merging Fund |
Acquiring Fund |
Summit Money Market |
Calvert Institutional Prime |
|
|
The Fund may buy securities from many types of issuers, including the U.S. government, banks (both U.S. and foreign), corporations and municipalities. |
The Fund's assets are invested primarily in Top-Tier Securities, such as:
|
|
The Fund invests in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended. |
* Based on data reported by Morningstar as of [6/30/08].
** Based on data reported by Calvert as of 6/30/08.
* * *
Certain of the current holdings of the Summit Merging Funds may not meet the current investment objectives and policies of the respective Calvert Acquiring Fund. In reconciling the investment policies of the Funds, the Advisor of the Summit Merging Funds will begin to transition the portfolio holdings from the Summit Merging Funds to the respective Calvert Acquiring Fund. To the extent that certain of these holdings transfer to the respective Calvert Acquiring Fund following the Reorganizations, certain transaction costs could be incurred in transitioning these holdings out of each Summit Merging Fund.
For a more detailed description of the investment techniques used by the Funds, and for more information concerning the risks associated with investments in the Funds, see the Funds' Prospectuses, the Summit SAI, and the Calvert SAIs, as applicable.
Fundamental Investment Restrictions. Each Fund has adopted certain fundamental and non-fundamental investment restrictions. The fundamental investment restrictions (i.e., those which may not be changed without shareholder approval) are discussed below. Non-fundamental investment restrictions, which may be changed by the Board of Directors without shareholder approval, are disclosed in the respective Funds' Statement of Additional Information (herein incorporated by reference).
Summit Funds
(1) Issue senior securities (except that each Fund may borrow money as described in restriction 9 below).
(2) With respect to 75% of the value of its total assets, invest more than 5% of its total assets in securities (other than securities issued or guaranteed by the United States Government or its agencies or instrumentalities and other investment companies) of any one issuer.
(3) Purchase more than either: (i) 10% in principal amount of the outstanding debt securities of an issuer, or (ii) 10% of the outstanding voting securities of an issuer, except that such restrictions shall not apply to securities issued or guaranteed by the United States Government or its agencies or instrumentalities.
(4) Invest more than 25% of its total assets in the securities of issuers primarily engaged in the same industry. For purposes of this restriction, gas, gas transmission, electric, water, and telephone utilities each will be considered a separate industry. This restriction does not apply to obligations of banks or savings and loan associations or to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities.
(5) Purchase or sell commodities, commodity contracts, or real estate, except that each Fund may purchase securities of issuers which invest or deal in any of the above, and except that each Fund may invest in securities that are secured by real estate. This restriction does not apply to obligations issued or guaranteed by the United States Government, its agencies or instrumentalities or to futures contracts or options purchased by the Funds (other than the Money Market Fund).
(6) Purchase any securities on margin (except that the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities) or make short sales of securities or maintain a short position.
(7) Make loans, except through the purchase of obligations in private placements or by entering into repurchase agreements (the purchase of publicly traded obligations not being considered the making of a loan).
(8) Lend its securities if, as a result, the aggregate of such loans would exceed one-third of the Fund's total assets, except that the Money Market Fund may not lend securities.
(9) Borrow amounts in excess of 10% of its total assets, taken at market value at the time of the borrowing, and then only from banks (and by entering into reverse repurchase agreements) as a temporary measure for extraordinary or emergency purposes, or to meet redemption requests that might otherwise require the untimely disposition of securities, and not for investment or leveraging. The Fund will not purchase additional securities when money borrowed exceeds 5% of total assets. For purposes of this restriction, entering into futures contracts or reverse repurchase agreements will not be deemed a borrowing.
(10) Underwrite securities of other issuers except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933 in selling shares of each Fund and except as it may be deemed such in a sale of restricted securities.
(11) Invest more than 10% of its total assets in repurchase agreements maturing in more than seven days, "small bank" certificates of deposit that are not readily marketable, and other illiquid investments.
(12) Enter into reverse repurchase agreements if the total of such investments would exceed 5% of the total assets of the Fund.
Calvert Income
(1) The Fund may not concentrate investments in the securities of issuers primarily engaged in any particular industry or group of industries (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and repurchase agreements secured thereby).
(2) The Fund may not issue senior securities or borrow money, except from banks and through reverse repurchase agreements in an amount up to 33 1/3% of the value of a Fund's total assets (including the amount borrowed).
(3) The Fund may not underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, a Fund may be deemed to be an underwriter.
(4) The Fund may not invest directly in commodities or real estate, although the Fund may invest in securities which are secured by real estate or real estate mortgages and securities of issuers which invest or deal in commodities, commodity futures, real estate or real estate mortgages and provided that a Fund may purchase or sell stock index futures, foreign currency futures, interest rate futures and options thereon.
(5) The Fund may not lend any security or make any loan, including engaging in repurchase agreements, if, as a result, more than 33 1/3% of a Fund's total assets would be loaned to other parties, except through the purchase of debt securities or other debt instruments.
Calvert Large Cap Value
(1) The Fund may not make any investment inconsistent with its classification as a diversified investment company under the Investment Company Act of 1940.
(2) The Fund may not concentrate its investments in the securities of issuers primarily engaged in any particular industry or group of industries (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and repurchase agreements secured thereby).
(3) The Fund may not issue senior securities or borrow money, except from banks and through reverse repurchase agreements in an amount up to 33 1/3% of the value of the Fund's total assets (including the amount borrowed).
(4) The Fund may not underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter.
(5) The Fund may not invest directly in commodities or real estate, although the Fund may invest in financial futures, and the Fund may invest in securities which are secured by real estate or real estate mortgages and securities of issuers which invest or deal in commodities, commodity futures, real estate or real estate mortgages.
(6) The Fund may not lend any security or make any loan, including engaging in repurchase agreements, if, as a result, more than 33 1/3% of the Fund's total assets would be loaned to other parties, except through the purchase of debt securities or other debt instruments.
Calvert Institutional Prime
(1) The Fund may not make any investment inconsistent with its classification as a diversified investment company under the Investment Company Act of 1940.
(2) The Fund may not concentrate its investments in the securities of issuers primarily engaged in any particular industry or group of industries (other than securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and repurchase agreements secured thereby), or domestic bank money market instruments.
(3) The Fund may not issue senior securities or borrow money, except from banks and through reverse repurchase agreements in an amount up to 33 1/3% of the value of the Fund's total assets (including the amount borrowed).
(4) The Fund may not underwrite the securities of other issuers, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed an underwriter.
(5) The Fund may not invest directly in commodities or real estate, although it may invest in securities which are secured by real estate or real estate mortgages and securities of issuers which invest or deal in commodities, commodity futures, real estate, or real estate mortgages.
(6) The Fund may not lend any security or make any loan, including engaging in repurchase agreements, if, as a result, more than 33 1/3% of the Fund's total assets would be loaned to other parities, except through the purchase of debt securities or other debt instruments.
Risk Factors. An investment in each Fund entails investment risk, including possible loss of the principal amount invested. The following charts set forth the principal risks associated with investing in each Fund.
Summit Bond --> Calvert Income
PRINCIPAL RISKS |
|
Merging Fund |
Acquiring Fund |
Summit Bond |
Calvert Income |
The potential for fluctuation in bond prices due to changing interest rates. Bond prices generally fall when interest rates rise. Furthermore, the price of bonds with a longer maturity generally fluctuates more than bonds with a shorter maturity. To compensate investors for larger fluctuations, longer maturity bonds usually offer higher yields than shorter maturity bonds. Interest rate risk is a risk inherent in all bonds, regardless of credit quality. |
The Fund is non-diversified. Compared to other funds, the Fund may invest more of its assets in a smaller number of companies. Gains or losses on a single bond may have greater impact on the Fund. |
The risk that an issuer of a security will be unable to make payments of principal and/or interest on a security held by the Fund. A default by the issuer of a security generally has a severe negative effect on the market value of that security. |
The credit quality of the securities may deteriorate, which could lead to default or bankruptcy of the issuer where the issuer becomes unable to pay its obligations when due. |
The risk of a decline in the Fund's income due to falling market interest rates. Income risk is generally higher for portfolios with short term average maturities and lower for portfolios with long term average maturities. Income risk is also generally higher for portfolios that are actively traded and lower for portfolios that are less actively traded. The Fund maintains an intermediate average maturity and is actively traded. Therefore, income risk is expected to be moderate to high. |
Investments in junk bonds can involve a substantial risk of loss. Junk bonds are considered to be speculative with respect to the issuer's ability to pay interest and principal. These securities, which are rated below investment grade, have a higher risk of issuer default, are subject to greater price volatility and may be illiquid. |
During periods of declining interest rates, the principal of mortgage-backed securities and callable bonds will be repaid earlier than scheduled, and the Adviser will be forced to reinvest the unanticipated repayments at generally lower interest rates. The Fund's exposure to mortgage-backed securities and currently callable bonds is generally expected to be low to moderate. |
Investment in foreign securities also involves the risk that securities which trade or are denominated in currencies other than the U.S. dollar may be affected by fluctuations in currency exchange rates. |
|
The Fund employs an active style that seeks to maximize income to the extent consistent with preservation of capital. The active style can result in higher turnover, exceeding 100%, and may cause the Fund to have a relatively high amount of short-term capital gains, which are taxable to you at the ordinary income tax rate, and may translate to higher transaction costs. |
Summit Everest --> Calvert Large Cap Value
PRINCIPAL RISKS |
|
Merging Fund |
Acquiring Fund |
Summit Everest |
Calvert Large Cap Value |
The Fund's total return, like stock prices generally, will fluctuate within a wide range in response to stock market trends. As a result, shares of the Fund could drop in value over short or even long periods. Stock markets tend to move in cycles, with periods of rising prices and periods of falling prices. |
The stock market may decline in value. |
The Fund's total return will fluctuate with fluctuations in the earnings stability or overall financial soundness of the companies whose stock the Fund purchases. |
The individual stocks in the Fund may not perform as well as expected, and/or the Fund's portfolio management practices may not work to achieve their desired result. |
The Fund's investment style risks that returns from "value" stocks it purchases will trail returns from other asset classes or the overall stock market. The market may favor growth stocks to the exclusion of value stocks, or may not favor equities at all. There is no guarantee that a value security is in fact, undervalued, or that the market will ever recognize its true value. In addition, to the extent that the Fund invests in value securities, it may produce more modest gains than equity funds with more aggressive investment profiles. |
Value stocks may perform differently from the market as a whole, which may not recognize a security's intrinsic value for a long time. The value-oriented investing approach may fall out of favor with investors from time to time, during which the Fund may underperform other funds using different investment approaches. |
The Fund may temporarily invest up to 100% of its assets in government securities, money market instruments or other fixed-income securities or retain larger than usual amounts of cash or cash equivalents during periods of significant uncertainty. During such a temporary defensive period, the Fund likely will not achieve its objective. |
Large cap companies may be unable to respond quickly to new competitive challenges such as changes in technology, and also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion. |
The Fund may invest in financial futures contracts and options and stock index futures contracts and options in order to invest uncommitted cash balances, to maintain liquidity to meet shareholder redemptions, or to minimize trading costs. The principal risk of derivatives used in this context is that the derivative instrument might not be highly correlated with the security or securities for which it is being used as a substitute. |
Common stocks represent an ownership interest in a company. They may or may not pay dividends or carry voting rights. Common stock occupies the most junior position in a company's capital structure. Debt securities and preferred stocks have rights senior to a company's common stock. Although common stocks have a history of long-term growth in value, their prices fluctuate based on changes in a company's financial condition and on overall market and economic conditions. |
|
Investment in foreign securities involves additional risks relating to political, social and economic developments abroad. Other risks from these investments result from the differences between the regulations to which U.S. and foreign issuers and markets are subject, and the potential for foreign markets to be less liquid and more volatile than U.S. markets. |
Summit Money Market --> Calvert Institutional Prime
PRINCIPAL RISKS |
|
Merging Fund |
Acquiring Fund |
Summit Money Market |
Calvert Institutional Prime |
As with most money market funds, the most important factor affecting performance is market interest rates. The Fund's yields tend to reflect current interest rates, which means that when these rates fall, the Fund's yield generally falls as well. |
The yield of the Fund will vary daily, depending on market interest rates, and tends to follow the same direction as the rates. |
If a portfolio security declines in credit quality or goes into default, it could hurt the Fund's performance. To the extent that the Fund emphasizes certain sectors of the short-term securities market, the portfolio increases its exposure to factors affecting these sectors. For example, banks' repayment abilities could be compromised by broad economic declines or sharp rises in interest rates. Securities from foreign banks may have greater credit risk than comparable U.S. securities, for reasons ranging from political and economic uncertainties to less stringent banking regulations. |
The credit quality of the securities may deteriorate, which could lead to default or bankruptcy of the issuer where the issuer becomes unable to pay its obligations when due. Credit risk, however, should be low for the Fund because it invests primarily in securities that are considered to be of high quality. |
|
The Funds' investment objectives are substantially similar. Summit Money Market seeks a high level of current income, and Calvert Institutional Prime seeks to maximize long-term income. |
Purchase, Exchange and Redemption Procedures, and Dividend Policy. The Funds have substantially similar or identical procedures for purchasing, exchanging and redeeming shares, and for receiving distributions. [TBD]
For more detailed information regarding the Funds' purchase, exchange and redemption procedures, including how their shares are priced, and their dividend policies, see the Funds' respective Prospectuses and SAIs.
EXPENSE COMPARISON
The following tables allow you to compare the expenses of the Funds, and the tables titled "Combined Fund" show what the expenses of each Calvert Acquiring Fund are estimated to be, assuming the Reorganizations take place. You will not pay an initial or deferred sales charge in connection with the Reorganizations.
<R>
The expense amounts set forth in the tables and the examples below are based on the most recent fiscal year ended September 30, 2007 of each Summit Merging Fund and of the respective Calvert Acquiring Fund, respectively (except for Calvert Large Cap Value). The expense amounts in the table and example for the Combined Fund are based on what the estimated combined expenses of each Calvert Acquiring Fund would have been for the most recent fiscal year assuming each Reorganization had taken place on October 1, 2006.
</R>
Summit Bond --> Calvert Income
SHAREHOLDER FEES (fees paid directly from your account)
<R>
|
(Merging Fund) |
(Acquiring Fund) |
||
Summit Bond |
Calvert Income |
|||
Class A |
Class I |
Class Y |
Class I |
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
4.25%6 |
None |
None |
None |
Maximum deferred sales charge (load) (as a percentage of purchase or redemption proceeds, whichever is lower) |
None |
None |
None |
None |
Redemption fee (as a % of redemption proceeds) Note: Redemption fee applies only to redemptions, including exchanges , within 30 days of purchase (Class A, B and C) or 7 days of purchase (Class I) |
None |
None |
2.00% |
2.00% |
(Combined Fund) |
||
Pro Forma |
||
Class Y |
Class I |
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
None |
None |
Maximum deferred sales charge (load) (as a percentage of purchase or redemption proceeds, whichever is lower) |
None |
None |
Redemption fee Note: Redemption fee applies only to redemptions, including exchanges , within 30 days of purchase (Class A, B and C) or 7 days of purchase (Class I) |
2.00% |
2.00% |
ANNUAL FUND OPERATING EXPENSES 1 (deducted from Fund assets)
|
(Merging Fund) |
(Acquiring Fund) |
||
Summit Bond |
Calvert Income |
|||
Class A |
Class I |
Class Y |
Class I |
|
Management Fees |
0.47% |
0.47% |
0.66% |
0.48% |
Distribution and service (12b-1) fees |
0.25% |
None |
None |
None |
Other expenses2 |
0.29% |
0.29% |
0.24% |
0.07% |
Total annual Fund operating expenses3 |
1.01% |
0.76% |
0.90% |
0.55% |
|
(Combined Fund) |
|
Pro Forma |
||
Class Y |
Class I |
|
Management Fees |
0.66% |
0.48% |
Distribution and service (12b-1) fees |
None |
None |
Other expenses2 |
0.24% |
0.07% |
Total annual Fund operating expenses3, 4 |
0.90% |
0.55% |
Summit Everest --> Calvert Large Cap Value
SHAREHOLDER FEES (fees paid directly from your account)
|
(Merging Fund) |
(Acquiring Fund) |
||
Summit Everest |
Calvert Large Cap Value |
|||
Class A |
Class I |
Class A |
Class Y |
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
5.75%6 |
None |
4.75%7 |
None |
Maximum deferred sales charge (load) (as a percentage of purchase or redemption proceeds, whichever is lower) |
None |
None |
None |
None |
Redemption fee (as a % of redemption proceeds) Note: Redemption fee applies only to redemptions, including exchanges , within 30 days of purchase (Class A) or 7 days of purchase (Class I) |
None |
None |
2.00% |
2.00% |
Low balance fee |
None |
None |
N/A |
N/A |
|
(Combined Fund) |
|
Pro Forma |
||
Class A |
Class Y |
|
Maximum sales charge (load) imposed on purchases (as a percentage of offering price) |
4.75%7 |
None |
Maximum deferred sales charge (load) (as a percentage of purchase or redemption proceeds, whichever is lower) |
None |
None |
Redemption fee Note: Redemption fee applies only to redemptions, including exchanges , within 30 days of purchase (Class A) or 7 days of purchase (Class I) |
2.00% |
2.00% |
Low balance fee |
N/A |
N/A |
ANNUAL FUND OPERATING EXPENSES 1 (deducted from Fund assets)
|
(Merging Fund) |
(Acquiring Fund) |
||
Summit Everest |
Calvert Large Cap Value |
|||
Class A |
Class I |
Class A |
Class Y |
|
Management Fees |
0.64% |
0.64% |
0.85% |
0.85% |
Distribution and service (12b-1) fees |
0.25% |
None |
0.25% |
None |
Other expenses2 |
0.28% |
0.28% |
0.64% |
0.56% |
Total annual Fund operating expenses3 |
1.17% |
0.92% |
1.74% |
1.41% |
Less fee waiver and/or expense reimbursement8 |
N/A |
N/A |
(0.39%) |
(0.31%) |
Net expenses |
N/A |
N/A |
1.35% |
1.10% |
|
(Combined Fund) |
|
Pro Forma |
||
Class A |
Class Y |
|
Management Fees |
0.85% |
0.85% |
Distribution and service (12b-1) fees |
0.25% |
None |
Other expenses3 |
0.64% |
0.56% |
Total annual Fund operating expenses4 |
1.74% |
1.41% |
Less fee waiver and/or expense reimbursement4 |
(0.57%) |
(0.49%) |
Net expenses |
1.17% |
0.92% |
Summit Money Market --> Calvert Institutional Prime
SHAREHOLDER FEES (fees paid directly from your account)
|
(Merging Fund) |
(Acquiring Fund) |
Summit Money Market |
Calvert Institutional Prime |
|
Maximum sales charge (load) imposed on purchases |
None |
None |
Maximum deferred sales charge (load) |
None |
None |
|
(Combined Fund) |
Pro Forma |
|
Maximum sales charge (load) imposed on purchases |
None |
Maximum deferred sales charge (load) |
None |
ANNUAL FUND OPERATING EXPENSES1 (expenses that are deducted from Fund assets)
|
(Merging Fund) |
(Acquiring Fund) |
Summit Money Market |
Calvert Institutional Prime |
|
Management Fees |
0.35% |
0.30% |
Distribution and service (12b-1) fees |
None |
None |
Other Expenses2 |
0.10% |
0.16% |
Total Annual Fund Operating Expenses3 |
0.45%5 |
0.46%9 |
|
(Combined Fund) |
Pro Forma |
|
Management Fees |
0.30% |
Other Expenses2 |
0.11% |
Acquired Fund Fees & Expenses |
N/A |
Total Annual Fund Operating Expenses3 |
0.41% |
Less fee waiver and/or expense reimbursement4 |
(0.01%) |
Net expenses |
0.40% |
Explanation of Fee and Expense Tables
1
Expenses are based on the most recent fiscal year of the respective Summit Merging Fund and of the Calvert Acquiring Fund, respectively (expenses are based on projected expenses for Calvert Large Cap Value's current fiscal year). Expenses of the respective Combined Fund are based on what the estimated combined expenses would have been for the most recent fiscal year assuming the Reorganization had taken place on October 1, 2006. Management fees for each Calvert Acquiring Fund include the advisory fee paid to CAMCO, and the administrative fee paid to Calvert Administrative Services Company, an affiliate of CAMCO.2
"Other expenses" for each Calvert Acquiring Fund includes custodial, transfer agent and subtransfer agent/recordkeeping payments, as well as various other expenses. Subtransfer agent/recordkeeping payments may be made to third parties that provide recordkeeping and other administrative services.3
Total Annual Fund Operating Expenses for each Calvert Acquiring Fund reflect an indirect fee resulting from each Fund's expense offset arrangement with its custodian bank. Under this arrangement, the custodian fees may be paid indirectly by credits on the Fund's uninvested cash balances. These credits are used to reduce the Fund's expenses. The amount of this credit received by the Fund, if any, during the most recent fiscal year is reflected in the "Financial Highlights" section of the Fund's most recent Annual Report as the difference between the line items "Expenses Before Offsets" and "Net Expenses."4
CAMCO has agreed to limit direct net annual fund operating expenses for the Combined Income and Large Cap Value Funds through December 4, 2010 to the level of each Summit Merging Fund's current net expenses as of November 30, 2008. CAMCO has agreed to limit direct net annual fund operating expenses for the Combined Calvert Institutional Prime Fund to 0.40% through December 4, 2010. This expense limitation does not limit the acquired fund fees and expenses incurred by a shareholder. For purposes of illustration only, assuming the rate of each Summit Merging Fund's net expenses for the fiscal year ended September 30, 2007 were the rate of the Fund's net expenses in effect on November 30, 2008, and subject to the qualifications discussed below, direct net operating expenses for the Combined Fund Pro Forma would not exceed 0.76% for Calvert Income Class I and 1.01% for Calvert Income Class Y, 1.17% for Calvert Large Cap Value Class A and 0.92% for Calvert Large Cap Value Class Y. Only the respective Calvert Acquiring Fund's Board of Trustees/Directors may terminate a Combined Fund's expense cap for the period. The example on the following page reflects these expense limits but only through 2010. Under the terms of the expense limitation, operating expenses do not include interest expense, brokerage commissions, extraordinary expenses, and taxes. It is not expected that a Combined Fund will incur a material amount of interest expense in the fiscal year.5
Pursuant to the terms of the Summit Funds' investment advisory agreements, Total Annual Fund Operating Expenses, in excess of 0.45% for Summit Money Market - Class I are paid by Summit Investment Partners, Inc.6
The initial sales charge is reduced or eliminated for purchases of $25,000 or more for the Class A shares of Summit Everest and Summit Bond.7
Purchases of Class A shares of Calvert Income and Calvert Large Cap Value for accounts with $1 million or more are not subject to front-end sales charges, but may be subject to a 0.80% contingent deferred sales charge on shares redeemed within 1 year of purchase.8
CAMCO has agreed to limit direct net annual fund operating expenses for Calvert Large Cap Value through January 31, 2010. Subject to the qualifications discussed below, direct net operating expenses will not exceed 1.35% for Class A. Only the Board of Trustees of the Fund may terminate the Fund's expense cap for the period. The example below reflects these expense limits but only through the contractual date. Under the terms of the expense limitation, operating expenses do not include interest expense, brokerage commissions, extraordinary expenses and taxes. The Fund does not expect to incur a material amount of interest expense in the fiscal year.The Fund has an expense offset arrangement with the custodian bank whereby the custodian fees may be paid indirectly by credits on the Fund's uninvested cash balances. These credits are used to reduce the Fund's expenses. Under those circumstances where the Advisor has provided to the Fund a contractual expense limitation, and to the extent any expense offset credits are earned, the Advisor may benefit from the expense offset arrangement and the Advisor's obligation under the contractual limitation may be reduced by the credits earned. Expense offset credits, if applicable, are included in the line item "Less fee waiver and/or expense reimbursement." It is not expected that a material amount of credits will be earned in the fiscal year.
9
From time to time, CAMCO may, at its discretion, voluntarily reimburse Calvert Institutional Prime for certain of its expenses in order to reduce expense ratios. CAMCO may cease these voluntary reimbursements at any time. The Annual Fund Operating Expenses do not reflect expense reimbursements. Net of current expense reimbursements and offsets, the expenses of Calvert Institutional Prime were 0.27% for the fiscal year ended September 30, 2007.
The following table compares the net expense ratios for the respective Summit Merging Fund and the respective Calvert Acquiring Fund (as of [June 30, 2008]), recognizing that CAMCO intends to cap the net expense ratio of the respective Combined Fund at the current net expense ratio in effect for the Summit Bond Fund and Summit Everest Fund as of November 30, 2008; and that CAMCO has agreed to limit direct net annual fund operating expenses for the resulting Combined Calvert Institutional Prime Fund (into which the Summit Money Market Fund will be combined) to 0.40%.
</R>
Summit Bond --> Calvert Income
|
Share Class |
Net Expense Ratio |
Summit Bond |
I |
0.76% |
merges into Calvert Income |
I |
0.53% |
Summit Bond |
A |
1.01% |
merges into Calvert Income |
Y1 |
0.90% |
<R>
Summit Everest --> Calvert Large Cap Value
|
Share Class |
Net Expense Ratio |
Summit Everest |
I |
0.92% |
merges into Calvert Large Cap Value |
Y2 |
0.89%3 |
Summit Everest |
A |
1.17% |
merges into Calvert Large Cap Value |
A |
1.14%4 |
</R>
Summit Money Market --> Calvert Institutional Prime
|
Share Class |
Net Expense Ratio |
Summit Money Market |
I |
0.45% |
merges into Calvert Institutional Prime |
I |
0.40%4 |
* * *
Examples. These examples are intended to help you compare the cost of investing in each Summit Merging Fund versus each Calvert Acquiring Fund and the respective Combined Fund (Pro Forma), assuming the Reorganizations take place. The examples assume that:
_________________________
1 The main difference between Calvert's A shares and Y shares is that the Y shares do not have a sales load or any 12b-1 fees.
2
The main difference between Calvert's I shares and Y shares is that the Y shares are designed to accommodate retirement plan distribution arrangements.3
Expenses will be capped for two years at the level of Summit Everest as of November 30, 2008 so as not to increase expenses to shareholders.<R>
4
Expenses will be capped for two years at 0.40% so as not to increase expenses to shareholders.</R>
Although your actual costs may be higher or lower, under these assumptions your costs would be:
Summit Bond --> Calvert Income
(Unaudited)
Number of Years Investment is Held |
(Merging Fund) |
(Acquiring Fund) |
||
Summit Bond |
Calvert Income |
|||
Class A |
Class I |
Class Y |
Class I |
|
1 year |
$100 |
$78 |
$92 |
$5,622 |
3 years |
$311 |
$245 |
$287 |
$17,629 |
5 years |
$539 |
$426 |
$498 |
$30,728 |
10 years |
$1,193 |
$950 |
$1,108 |
$68,928 |
<R>
Number of Years Investment is Held |
(Combined Fund) |
|
Pro Forma |
||
|
Class Y |
Class I |
1 year |
$92 |
$5,622 |
3 years |
$287 |
$17,629 |
5 years |
$498 |
$30,728 |
10 years |
$1,108 |
$68,928 |
</R>
Summit Everest --> Calvert Large Cap Value
(Unaudited)
Number of Years Investment is Held |
(Merging Fund) |
(Acquiring Fund) |
||
Summit Everest |
Calvert Large Cap Value |
|||
Class A |
Class I |
Class A |
Class Y |
|
1 year |
$113 |
$94 |
$606 |
$111 |
3 years |
$352 |
$295 |
$961 |
$408 |
5 years |
$610 |
$511 |
N/A |
N/A |
10 years |
$1,345 |
$1,135 |
N/A |
N/A |
<R>
Number of Years Investment is Held |
(Combined Fund) |
|
Pro Forma |
||
|
Class A |
Class Y |
1 year |
$588 |
$94 |
3 years |
$885 |
$344 |
5 years |
$1,262 |
$666 |
10 years |
$2,317 |
$1,566 |
</R>
Summit Money Market --> Calvert Institutional Prime
(Unaudited)
Number of Years Investment is Held |
(Merging Fund) |
(Acquiring Fund) |
(Combined Fund) |
Summit Money Market |
Institutional Prime |
Pro Forma |
|
1 year |
$46 |
$4,704 |
$4,092 |
3 years |
$145 |
$14,764 |
$12,959 |
5 years |
$253 |
$25,757 |
$22,777 |
10 years |
$568 |
$57,917 |
$51,545 |
PERFORMANCE COMPARISON
The following bar charts and performance tables show each Fund's annual returns and its long-term performance. The charts and tables provide some indication of the risks of investing in each Fund. A Fund's past performance does not necessarily indicate how that Fund will perform in the future.
The bar charts show how the performance of each Fund has varied from year-to-year.
Summit Bond --> Calvert Income
(Merging Fund)
Summit Bond
Year-by-Year Total Return
* Total return for the most recent fiscal year quarter ended December 31, 2007 was 0.90%.
During the period shown in the bar chart, the highest return for a calendar quarter was 4.35% (quarter ended 6/30/2003) and the lowest return for a quarter was -2.82% (quarter ended 6/30/2004).
The bar chart and table for Summit Bond provide some indication of the risk of investing in the Fund. The bar chart shows how the Fund's Class I shares' annual performance has varied from year to year since its inception. The table below shows how the Fund's average annual total returns compare with those of the Lehman Brothers Aggregate Bond Index. The bar chart does not reflect the impact of sales charges (which apply to Class A shares), which would lower returns below those shown in the bar chart. The table reflects deduction of the front-end sales charge applicable to Class A shares. Absent limitation of the Fund's expenses in 2000 and 2001, total returns would be lower.
(Acquiring Fund)
Calvert Income
Year-by-Year Total Return
Best Quarter: (of periods shown ) |
Q1 '01 |
8.02% |
Worst Quarter: (of periods shown) |
Q2 '04 |
-1.53% |
The bar chart and table for Calvert Income show the Fund's annual returns and its long-term performance. The chart and table provide some indication of the risks of investing in the Fund. The chart shows how performance of the Class I shares has varied from year to year. The table below compares the Fund's performance over time to that of the Lehman U.S. Credit Index, a widely recognized unmanaged index of bond prices. It also shows the Fund's returns compared to the Lipper Corporate Debt Funds BBB-Rated Average, an average of the annual return of mutual funds that have an investment style similar to that of the Fund.
AVERAGE ANNUAL TOTAL RETURNS (as of December 31, 2007)
<R>
(Merging Fund) |
(Acquiring Fund) |
||||||
Summit Bond |
Calvert Income |
||||||
Class I Shares |
|
|
|
Class I Shares |
|
|
|
|
1 Year |
5 Years |
Since Inception* |
|
1 Year |
5 Years |
10 Years** |
Return Before Taxes |
3.63% |
5.02% |
5.60% |
Return Before Taxes |
5.71% |
7.06% |
7.65% |
Return After Taxes on Distributions1 |
1.79% |
3.08% |
3.39% |
Return After Taxes on Distributions |
3.35% |
4.81% |
4.80% |
Return After Taxes and on Distributions and Sale of Fund Shares1 |
2.34% |
3.15% |
3.45% |
Return After Taxes and on Distributions and Sale of Fund Shares |
3.83% |
4.79% |
4.83% |
|
|
|
|
Lehman U.S. Credit Index |
5.11% |
4.84% |
6.06% |
|
|
|
|
Lipper Corporate Debt Funds BBB-Rated Avg. |
4.38% |
5.39% |
5.35% |
|
|||||||
Class A Shares 2 |
|
|
|
Class Y Shares |
|
|
|
|
1 Year |
5 Years |
Since Inception* |
|
1 Year |
5 Years |
10 Years |
Return Before Taxes |
-1.00% |
3.86% |
4.75% |
Return Before Taxes |
5.08% |
6.38% |
7.33% |
Return After Taxes on Distributions |
____% |
____% |
____% |
Return After Taxes on Distributions |
2.92% |
4.37% |
4.52% |
Return After Taxes and on Distributions and Sale of Fund Shares |
____% |
____% |
____% |
Return After Taxes and on Distributions and Sale of Fund Shares |
3.43 |
4.36%% |
4.56% |
Lehman Brothers Aggregate Bond Index3 |
6.97% |
4.42% |
6.41% |
|
|
|
|
* The inception date of Summit Bond is 4/3/00.
** The inception date of Calvert Income is 2/26/99.
(1)
After-tax returns are presented for Class I shares only. After-tax returns for Class A shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.(2)
Class A shares became available February 1, 2007, and performance prior to that date is based on the Class I shares' performance adjusted for the 12b-1 distribution fees applicable to Class A. A 4.25% load has been applied.(3)
Reflects no deduction for fees, expenses or taxes.</R>
Summit Everest --> Calvert Large Cap Value
(Merging Fund)
Summit Everest
Year-by-Year Total Return
* Total return for the most recent fiscal year quarter ended December 31, 2007 was -4.70%.
During the period shown in the bar chart, the highest return for a calendar quarter was 21.04% (quarter ended 6/30/2003) and the lowest return for a quarter was -21.37% (quarter ended 9/30/2002).
The bar chart and table provide some indication of the risk of investing in Summit Everest. The bar chart shows how the Fund's Class I shares' annual performance has varied from year to year since its inception. The table below shows how the Fund's average annual total returns compare with those of the Russell 1000 Value Index. The bar chart does not reflect the impact of sales charges (which apply to Class A shares), which would lower returns below those shown in the bar chart. The table reflects deduction of the front-end sales charge applicable to Class A shares. Absent limitation of the Fund's expenses in 2000 and 2001, total returns would be lower.
(Acquiring Fund)
Calvert Large Cap Value
There are no performance tables for Calvert Large Cap Value because the Fund has had less than one calendar year of operations; but pursuant to the Reorganization, the Fund will assume the prior performance of Summit Everest.
AVERAGE ANNUAL TOTAL RETURNS (as of December 31, 2007)
<R>
(Merging Fund) |
|||||
Summit Everest |
|||||
Class I Shares |
|
|
|
||
|
1 Year |
5 Years |
Since Inception* |
||
Return Before Taxes |
0.60% |
15.34% |
8.62% |
||
Return After Taxes on Distributions1 |
-1.29% |
13.64% |
7.03% |
||
Return After Taxes and on Distributions and Sale of Fund Shares1 |
1.78% |
12.88% |
6.80% |
||
Class A Shares 2 |
|
|
|
||
|
1 Year |
5 Years |
Since Inception* |
||
Return Before Taxes |
-5.42% |
13.77% |
7.55% |
||
Russell 1000 Value Index3 |
-0.17% |
14.63% |
6.87% |
||
Lipper ______________ Avg. |
____% |
____% |
____% |
* The inception date of Summit Everest is 12/29/99.
(1)
After-tax returns are presented for Class I shares only. After-tax returns for Class A shares will vary. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.(2)
Prior to October 1, 2004, Class A shares were designated as Class F shares and were not subject to an initial sales load. A 5.75% load has been applied.(3)
Reflects no deduction for fees, expenses or taxes.</R>
Summit Money Market --> Calvert Institutional Prime
(Merging Fund)
Summit Money Market
Year-by-Year Total Return
* Total return for the most recent fiscal year quarter ended December 31, 2007 was 1.21%.
During the period shown in the bar chart, the highest return for a calendar quarter was 1.42% (quarter ended 3/31/2001) and the lowest return for a quarter was 0.17% (quarter ended 9/30/2003).
The bar chart and table below provide some indication of the risk of investing in Summit Money Market. The bar chart shows how the Fund's annual performance has varied from year to year since its inception. The table below shows the Fund's average annual total returns. Absent limitation of the Fund's expenses, total returns would be lower.
(Acquiring Fund)
Calvert Institutional Prime
Year-by-Year Total Return
Best Quarter: (of periods shown ) |
Q4 '00 |
1.64% |
Worst Quarter: (of periods shown) |
Q1 '04 |
0.23% |
The bar chart and table show Calvert Institutional Prime's annual returns and its long-term performance. The chart and table provide some indication of the risks of investing in the Fund. The chart below shows how the performance has varied from year to year. The table compares the Fund's performance over time to the Lipper Institutional Money Market Funds Average, an average of the annual return of mutual funds that have an investment style similar to that of the Fund.
AVERAGE ANNUAL TOTAL RETURNS (as of December 31, 2007)
<R>
(Merging Fund) |
(Acquiring Fund) |
||||||
Summit Money Market |
Calvert Institutional Prime |
||||||
|
1 Year |
5 Years |
Since Inception* |
|
1 Year |
5 Years |
10 Years |
Summit Money Market |
5.03% |
2.87% |
3.05% |
Calvert Institutional Prime |
5.11% |
3.08% |
3.87% |
Money Fund's First Tier Retail |
4.58% |
2.51% |
2.66% |
Lipper Institutional Money Market Funds Average |
4.98% |
2.86% |
3.65% |
The inception date of Summit Money Market is 07/09/01.
</R>
Important information about each Calvert Acquiring Fund is also contained in management's discussion of fund performance, which appears in the most recent Annual and Semi-Annual Reports of the respective Fund.
MANAGEMENT OF CALVERT FUNDS
Investment Management. Calvert Asset Management Company, Inc., 4550 Montgomery Avenue, Suite 1000N, Bethesda, MD 20814, is the investment advisor for each Calvert Acquiring Fund. CAMCO is a subsidiary of Calvert Group, Ltd., which is a subsidiary of UNIFI Mutual Holding Company. CAMCO provides each Calvert Fund with investment supervision and management and office space; furnishes executive and other personnel to the Fund, and pays the salaries and fees of all Trustees/Directors who are affiliated persons of and employed by CAMCO. It has been managing mutual funds since 1976. As of September 30, 2008 CAMCO was the investment advisor for 42 mutual funds and had over $16._ billion in assets under management.
Investment Advisory Agreement.
Summit Bond --> Calvert Income
Under the investment advisory agreement between CAMCO and The Calvert Fund, the annual advisory fee paid by Calvert Income for the most recent fiscal year as a percentage of the Fund's average daily net assets was 0.40%.
Summit Everest --> Calvert Large Cap Value
Under the investment advisory agreement between CAMCO and Calvert SAGE Fund, an annual advisory fee of 0.65% is payable by Calvert Large Cap Value as a percentage of the Fund's average daily net assets.
Summit Money Market --> Calvert Institutional Prime
Under the investment advisory agreement between CAMCO and Calvert Cash Reserves, the annual advisory fee paid by Calvert Institutional Prime for the most recent fiscal year as a percentage of the Fund's average daily net assets was 0.25%.
* * *
Portfolio Managers. Information is provided below identifying each individual and/or member of the team who is employed by or associated with CAMCO and who is jointly and primarily responsible for the day-to-day management of each Calvert Acquiring Fund. This information is not required for Calvert Institutional Prime.
Summit Bond --> Calvert Income
Calvert Income Fund
Name of Portfolio Manager |
Title |
Length of Service with Advisor |
Business Experience During Last 5 Years |
Role on Management Team |
Gregory Habeeb |
Senior Vice President and Portfolio Manager |
Since January 1997 |
Lead Portfolio Manager of Calvert's taxable fixed-income funds since 1997 Mr. Habeeb has over 20 years of experience as an analyst, trader and portfolio manager. |
Lead Portfolio Manager |
Summit Everest --> Calvert Large Cap Value
Calvert Large Cap Value Fund (as of December 5, 2008)
Name of Portfolio Manager |
Title |
Length of Service with Advisor |
Business Experience During Last 5 Years |
Role on Management Team |
James R. McGlynn |
[TBD] |
Joining Calvert pursuant to re-structuring on December 5, 2008 |
Lead Portfolio Manager of Calvert's large cap growth team since 2008 Lead Portfolio Manager of Summit's large cap growth team since 1999 Mr. McGlynn has over __ years of experience as a portfolio manager. |
Lead Portfolio Manager |
Yvonne M. Bishop |
[TBD] |
Joining Calvert pursuant to re-structuring on December 5, 2008 |
Assistant 75 Portfolio Manager of Calvert's large cap growth team since 2008 Assistant Portfolio Manager of Summit's large cap growth team since 2000. Ms. Bishop has over 17 years in the investment industry. |
Assistant Portfolio Manager |
The respective Calvert SAI provides additional information about each Fund Manager's management of other accounts, compensation and ownership of securities in the respective Calvert Acquiring Fund.
Other Management Arrangements.
Calvert Distributors, Inc. ("CDI"), a subsidiary of Calvert Group, Ltd. and an affiliate of CAMCO, serves as the principal underwriter and distributor for each Calvert Acquiring Fund.
Boston Financial Data Services, Inc., a subsidiary of State Street Bank & Trust Company, N.A., is each Fund's transfer agent and dividend disbursing agent.
Calvert Shareholder Services, Inc., a subsidiary of Calvert Group, Ltd. and an affiliate of CAMCO, is each Fund's shareholder servicing agent.
Calvert Administrative Services Company, a subsidiary of Calvert Group, Ltd. and an affiliate of CAMCO, is each Fund's administrator.
REASONS FOR THE REORGANIZATION
Background on Proposed Changes to Summit Funds. Summit Mutual Funds, Inc. was established in 1984 and currently has 21 mutual funds under the Summit Apex Series and the Summit Pinnacle Series. The Summit family of funds is advised by Summit Investment Partners, Inc. ("SIP"), an indirect subsidiary of UNIFI. As of September 30, 2008, SIP had approximately $1._ billion in mutual fund assets under management.
SIP is a wholly-owned subsidiary of The Union Central Life Insurance Company ("Union Central"), which is a wholly-owned subsidiary of Ameritas Holding Company ("AHC"), a Nebraska corporation 100% owned by UNIFI. Thus, both Union Central and SIP, which continues to be a wholly-owned subsidiary of Union Central, are indirect subsidiaries of UNIFI. As of September 30, 2008, SIP had approximately $1._ billion in mutual fund assets under management.
Within the UNIFI structure, there is another mutual fund family, the Calvert Family of Funds. The Calvert Funds were founded in 1976 with a focus on tax free and socially responsible investing. As of September 30, 2008, the Calvert Funds had approximately $15._ billion in assets under management across 42 mutual fund portfolios, ranging from money market, equity, fixed income and tax free funds, to variable annuity offerings. CAMCO is the investment adviser to the Calvert Funds. CAMCO was incorporated under the laws of the State of Delaware on November 20, 1981. The Calvert Funds receive other fund services through CAMCO's affiliated companies (administrative services are provided by Calvert Administrative Services Company, fund distribution is undertaken by Calvert Distributors, Inc. and client services are provided by Calvert Shareholder Services, Inc.)
At in-person meetings on September 5, 2008 and September 9, 2008, the Board of Directors of Summit Mutual Funds, Inc. voted to approve changes to the Summit Merging Funds, in concert with the combining of the Summit and Calvert Family of Funds, with a view to providing increased shareholder benefits and operational efficiencies. With such a combination, CAMCO will assume the investment advisory role for the entire line-up of Summit Mutual Fund assets. The realignment is expected to:
The realignment will be effected in several ways. Certain of the Summit Funds will continue in their current form, but will be advised by CAMCO. CAMCO will then engage SIP, among others, to provide the day-to-day management of certain of those Funds in a sub-advisory role. The Summit Bond Portfolio of the Pinnacle Series, and the Summit Funds which are the subject of this Prospectus/Proxy Statement, will be reorganized into comparable Calvert Funds.
Board Considerations. The Summit Directors, including the Summit Independent Directors, believe that each proposed Reorganization is in the best interest of the shareholders of each Summit Merging Fund and accordingly have authorized the submission of each Reorganization Plan to each Summit Merging Fund's shareholders for approval.
At in-person meetings of Directors held on September 5, 2008 and September 9, 2008, the Summit Directors considered management's recommendation to reorganize each Summit Merging Fund into the respective Calvert Acquiring Fund. In determining whether it was appropriate to recommend approval by shareholders, the Summit Directors requested information, provided by both management of SIP and by CAMCO, which they believed to be reasonably necessary to reach their conclusion. The Summit Directors carefully evaluated this information and were advised by independent legal counsel with respect to their deliberations. After considering other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Summit Directors determined that each Reorganization would be in the best interest of each Summit Merging Fund and its shareholders.
The Summit Directors reviewed various challenges to the continuing viability of each Summit Merging Fund. The Summit Directors also considered potential benefits to the shareholders of each Summit Merging Fund from the Reorganizations.
The Reorganizations will allow the Summit Merging Funds' shareholders to continue to participate in a professionally-managed fund that has compatible investment strategies to their fund. The Board of Directors, in recommending the proposed Reorganizations, considered a number of factors, including the following:
<R>
</R>
Following a review of the materials provided and the terms of each Reorganization Plan, the Summit Independent Directors approved the proposed Reorganizations and recommended approval by Summit Merging Fund shareholders. In connection with their approval, the Summit Independent Directors considered, among other things, that: (1) because each Reorganization is to be effected on the basis that the value of each Calvert Acquiring Fund's shares to be received by the respective Summit Merging Fund's shareholders will be equal to the value of each Summit Merging Fund's shares surrendered in exchange therefor, shareholders of the respective Summit Merging Fund will not experience any dilution in the value of their investment as a result of the Reorganizations; and (2) each Summit Merging Fund will receive an opinion of counsel that the exchanges contemplated by the respective Reorganization would be tax-free for federal income tax purposes.
At a regular meeting of the respective Board of Trustees of each Calvert Acquiring Fund ("Calvert Boards") held on September 10, 2008, the Calvert Boards likewise considered management's recommendation relating to the proposed Reorganizations, along with information provided by the management of CAMCO. The Calvert Boards considered, among other things, that shareholders of each Calvert Acquiring Fund will not experience any dilution in the value of their investment as a result of the Reorganizations, and that each Calvert Acquiring Fund will receive an opinion of counsel that the exchanges contemplated by the respective Reorganizations would be tax-free for federal income tax purposes. The Calvert Boards, including the Calvert Independent Boards, concluded that the proposed Reorganizations would be in the best interests of the shareholders of each Calvert Acquiring Fund and that the interests of its shareholders would not be diluted as a result of the transactions contemplated by the Reorg anizations. The Calvert Boards therefore approved each Reorganization on behalf of the respective Calvert Acquiring Fund. The votes of the shareholders of the Calvert Acquiring Funds are not being solicited by this Prospectus/Proxy Statement because their approval or consent is not necessary for the Reorganizations.
INFORMATION ABOUT THE REORGANIZATION
The following summary is qualified in it is entirety by reference to the Reorganization Plans, the form of which is attached as Exhibits A-C to this Prospectus/Proxy Statement.
Plans of Reorganization. The proposed Reorganization Plans provide that each Calvert Acquiring Fund will acquire all of the assets of the respective Summit Merging Fund in exchange for shares of the Calvert Acquiring Fund. The Reorganizations are expected to be completed on or about December 5, 2008 or such later date as the parties may mutually agree.
The value of the full and fractional shares of each Calvert Acquiring Fund to be issued to shareholders of the respective Summit Merging Fund will equal the value of the shares of the Summit Merging Fund outstanding immediately prior to the Reorganizations. Fund securities of the Summit Merging Funds will be valued in accordance with the valuation practices of the Calvert Acquiring Funds.
At the time of the Reorganizations, each Summit Merging Fund will pay all of its obligations and liabilities, and prior to each Reorganization will issue a dividend to distribute to its respective shareholders any investment company taxable income (computed without regard to the deduction for dividends paid) and any net realized capital gains through the Closing Date not previously distributed (after reductions for any capital loss carryforwards). The Reorganizations will be accounted for by the method of accounting commonly used by open-end investment companies.
As soon as practicable after the Closing Date, each Summit Merging Fund will liquidate and distribute pro rata to its shareholders of record as of the close of business on the Closing Date full and fractional shares of the respective Calvert Acquiring Fund at a total net asset value equal to the value of the shareholder's shares of the Summit Merging Fund computed as of the close of business on the Valuation Date (the business day immediately preceding the Closing Date). This method of valuation is consistent with interpretations of Rule 22c-1 under the Investment Company Act of 1940 by the SEC's Division of Investment Management. Such liquidation and distribution will be accomplished by the establishment of accounts on the share records of the respective Calvert Acquiring Fund, representing the respective pro rata number of full and fractional shares of the respective Calvert Acquiring Fund due shareholders of each Summit Merging Fund. Share certificates will not be issued in connection w ith the Reorganizations.
The consummation of each Reorganization Plan is subject to the conditions set forth therein, including the following: each Reorganization Plan shall have been approved by the affirmative vote of the holders of a majority of the outstanding voting securities (as defined in the 1940 Act) of each Summit Merging Fund. As indicated above, the votes of the shareholders of the Calvert Acquiring Funds are not being solicited because their approval or consent is not necessary for the Reorganizations.
Representations, Warranties and, Agreements. All parties to the respective Reorganizations shall have complied with their respective responsibilities under the Reorganization Plans, the respective representations and warranties contained in the Reorganization Plans shall be true in all material respects as of the Closing Date, and there shall have been no material adverse change in the financial condition, results of operations, business, properties, or assets of any of the Funds since June 30, 2008. All parties shall produce certificates satisfactory in form and substance indicating that they have met the terms of the Reorganization Plans.
Tax Opinion. All parties to the Reorganizations shall have received an opinion of counsel, addressed to the respective Funds and in form and substance satisfactory to each party, as to certain of the federal income tax consequences of the Reorganizations under the Internal Revenue Code (the "Code") to each Summit Merging Fund, each respective Calvert Acquiring Fund, and their respective shareholders. For purposes of rendering its opinion, counsel may rely exclusively and without independent verification, as to factual matters, on the statements made in the Reorganization Plans, this Prospectus/Proxy Statement, and on other written representations as each Summit Merging Fund and each Calvert Acquiring Fund, respectively, will have verified. The opinion of counsel will indicate to the effect that, based on the facts and assumptions stated therein, for federal income tax purposes, upon consummation of the Reorganizations:
Each Reorganization Plan may be amended by mutual written consent of the parties authorized by the Board of Trustee/Directors of each party before or after approval of the Reorganization Plan by shareholders of the respective Summit Merging Funds, but after such approval, no amendment may be made that substantially changes the terms of the Reorganization Plan.
Each Reorganization Plan may be terminated, and the Reorganizations abandoned, at any time prior to the Closing Date by either party upon notice to the other party, whether before or after approval by shareholders the Summit Merging Fund, or by either party by notice to the other party at any time prior to the Closing Date if any material condition to its performance under the Reorganization Plan or a material covenant of the other party set forth in the Reorganization Plan has not been fulfilled, or a material default or material breach of the Reorganization Plan is made by the other party.
Description of Calvert Acquiring Fund Shares. In accordance with the procedures under the Reorganization Plans as described above, each shareholder of each Summit Merging Fund will receive that number of full and fractional shares of the respective Calvert Acquiring Fund equal in value at the Valuation Date to the value of the shares of the Summit Merging Fund which such shareholder currently holds. Each share will be fully paid and non-assessable when issued and transferable without restrictions and will have no preemptive or conversion rights.
Because the transfer will be effected at NAV without the imposition of a sales charge, Summit Merging Fund shareholders will receive respective Calvert Acquiring Fund shares without paying any front-end sales charge or a contingent deferred sales charge as a result of the Reorganizations.
After the Reorganizations, the value of your shares will depend on the performance of the respective Calvert Acquiring Fund, rather than that of the respective Summit Merging Fund.
Federal Income Tax Consequences. Each Reorganization Plan is intended to be a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Code. Opinions of Counsel are not binding on the Internal Revenue Service or the Courts. If the Reorganizations are consummated but do not qualify as tax-free reorganizations under the Code, the consequences described above would not be applicable, and shareholders could recognize a gain or loss on the transaction. Shareholders of the Summit Merging Funds should consult their tax advisors regarding the effect, if any, of the proposed Reorganizations in light of their individual circumstances. Since the foregoing discussion relates only to the federal income tax consequences of the Reorganizations, shareholders of the Summit Merging Funds should also consult their tax advisors as to the state and local tax consequences, if any, of the Reorganizations.
Neither Summit Everest not Summit Money Market have capital loss carry-forwards.
Summit Bond --> Calvert Income
<R>
Effect of the Reorganizations on Capital Loss Carryforwards. The following table provides comparative information regarding realized capital gains and losses and net unrealized appreciation or depreciation of Fund securities as of June 30, 2008, and the capital loss carryforwards as of December 31, 2007, for Summit Bond.
Summit Bond |
|||
Capital Loss Carryforward Expiring September 30: |
|||
2011 |
2014 |
2015 |
|
($251,589) |
($141,901) |
($336,178) |
|
|
|
||
Net realized gain (loss) on investments |
$554,953 |
||
Net unrealized appreciation (depreciation) on investments |
($4,304,100) |
If a Reorganization does not occur, Summit Bond's loss carry forwards should be available to offset any net realized capital gains of the Fund through their expiration date in December 2011, 2014, and 2015. It is anticipated that no distributions of net realized capital gains would be made by Summit Bond until the capital loss carryforwards expire or are offset by net realized capital gains.
</R>
If the Reorganizations are consummated, Calvert Income will be constrained in the extent to which it can use the capital loss carryforwards of Summit Bond because of limitations imposed by the Code, on the occurrence of an ownership change. Calvert Income should be able to use in each year a capital loss carryforward in an amount equal to the net asset value of Summit Bond on the date of the Reorganization multiplied by a long-term tax-exempt rate calculated by the Internal Revenue Service. If the amount of such a loss is not used in one year, it may be added to the amount available for use in the next year. For 2008, the amount of capital loss carryforward that may be used under the formula will be further reduced to reflect the number of days remaining in the year following the date of the Reorganization, currently anticipated to close on or about December 5, 2008.
CAMCO believes that the anticipated benefits outweigh the uncertain potential detriment resulting from the partial loss of capital loss carryforwards.
<R>
Expenses. As indicated above, in order not to increase expenses to shareholders of the respective Summit Merging Fund, CAMCO has agreed to cap total net expenses for the respective Combined Fund for two years following the Reorganizations at the current net expense rate of the Summit Bond Fund and Summit Everest Fund in effect as of November 30, 2008. CAMCO has agreed to limit direct net annual fund operating expenses for the resulting Combined Calvert Institutional Prime Fund (into which the Summit Money Market Fund will be combined) to 0.40%.
</R>
Capitalization. The following table shows the capitalization of each Summit Merging Fund and the respective Calvert Acquiring Fund as of June 30, 2008, and on a pro forma basis the capitalization of each Combined Fund as of that date, giving effect to the proposed acquisition of assets at net asset value.
Summit Bond --> Calvert Income
<R>
|
(Merging Fund) |
(Acquiring Fund) |
|
(Combined Fund) |
|
Summit Bond -- Class A |
Calvert Income -- Class Y |
Pro Forma Adjustments* |
Pro Forma ** |
Net Assets |
$809,122 |
$292,350 |
$0 |
$1,101,472 |
Shares Outstanding |
17,476 |
18,192 |
32,874 |
68,542 |
Net Asset Value per Share |
$46.30 |
$16.07 |
- |
$16.07 |
|
(Merging Fund) |
(Acquiring Fund) |
|
(Combined Fund) |
|
Summit Bond -- Class I |
Calvert Income -- Class I |
Pro Forma Adjustments* |
Pro Forma ** |
Net Assets |
$83,453,688 |
$381,752,537 |
$0 |
$465,206,225 |
Shares Outstanding |
1,808,196 |
23,837,245 |
3,404,402 |
29,049,843 |
Net Asset Value per Share |
$46.15 |
$16.01 |
- |
$16.01 |
Summit Everest --> Calvert Large Cap Value
|
(Merging Fund) |
(Acquiring Fund) |
|
(Combined Fund) |
|
Summit Everest - Class A |
Calvert Large Cap Value - Class A |
Pro Forma Adjustments* |
Pro Forma ** |
Net Assets |
$5,097,292 |
$95,000 |
$0 |
$5,192,292 |
Shares Outstanding |
99,656 |
6,333 |
240,163 |
346,152 |
Net Asset Value per Share |
$51.15 |
$15.00 |
- |
$15.00 |
|
(Merging Fund) |
(Acquiring Fund) |
|
(Combined Fund) |
|
Summit Everest - Class I |
Calvert Large Cap Value -- Class Y |
Pro Forma Adjustments* |
Pro Forma ** |
Net Assets |
$91,543,552 |
$5,000 |
$0 |
$91,548,552 |
Shares Outstanding |
1,772,867 |
333.3 |
4,330,036 |
6,103,236 |
Net Asset Value per Share |
$51.64 |
$15.00 |
- |
$15.00 |
Summit Money Market --> Calvert Institutional Prime
|
(Merging Fund) |
(Acquiring Fund) |
|
(Combined Fund) |
|
Summit Money Market |
Calvert Institutional Prime |
Pro Forma Adjustments |
Pro Forma ** |
Net Assets |
$160,904,648 |
$158,267,439 |
$--- |
$319,172,087 |
Shares Outstanding |
160,953,996 |
158,282,905 |
--- |
319,236,901 |
Net Asset Value per Share |
$1.00 |
$1.00 |
$--- |
$1.00 |
* Share adjustment is necessary when issuing Calvert Acquiring Fund shares to the respective Summit Merging Fund shareholders because the Funds' net asset values are different.
** The pro forma combined net assets do not reflect adjustments with respect to distributions prior to the Reorganizations. The actual exchange ratio will be determined based on the relative net asset value per share and the number of shares outstanding of each Fund on the acquisition date.
</R>
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS
Following the Reorganizations, the operations of each Calvert Acquiring Fund will be governed by their respective Declaration of Trust/Articles of Incorporation and Bylaws as they now exist. After a comparison of both Funds' respective organizational documents (i.e., the applicable Declaration of Trust/Articles of Incorporation and By-laws), the following sets forth certain significant differences between the rights of shareholders of each Fund.
Form of Organization.
Summit Funds
Each Summit Merging Fund is a diversified series of Summit Mutual Funds, Inc., an open-end management investment company registered with the SEC under the Investment Company Act of 1940 as a "series company" (as that term is used in Rule 18f-2 under the Investment Company Act of 1940) and organized as a Maryland corporation in January 1984. Summit Bond and Everest each offer Class A and Class I shares. Summit Money Market offers Class I shares.
Calvert Income
Calvert Income is a non-diversified series of The Calvert Fund, an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940. Calvert Income offers Classes A, B, C, I, R and Y shares, but only Class I and Class Y shares are subject to the Reorganization.
Calvert Large Cap Value
Calvert Large Cap Value is a diversified series of Calvert SAGE Fund, an open-end management investment company organized as a Maryland business trust and registered under the Investment Company Act of 1940. Calvert Large Cap Value offers Classes A, C, I and Y shares, but only Class A and Class Y shares are subject to the Reorganization.
Calvert Institutional Prime
Calvert Institutional Prime is a diversified series of Calvert Cash Reserves, an open-end management investment company organized as a Massachusetts business trust and registered under the Investment Company Act of 1940. Calvert Institutional Prime offers Class I shares.
* * *
Each Fund is governed by its respective Declaration of Trust/Articles of Incorporation and By-Laws, its Board of Trustees/Directors, and applicable state laws.
Capitalization. The beneficial interests in Summit Mutual Funds, Inc. are represented by [#] authorized transferable shares of common stock, par value $0.10 per share. The Articles of Incorporation of Summit Mutual Funds, Inc. permits the Directors to allocate shares into several "classes" (i.e., series with single or multiple share classes), with rights determined by the Directors, all without shareholder approval.
Shareholder Liability. Shareholders of each Summit Merging Fund and Calvert Large Cap Value are entitled to the limitation of personal liability extended to stockholders of a Maryland corporation.
Shareholder Meetings and Voting Rights.
[TBD]
The foregoing is only a summary of certain characteristics of the operations of the Declaration of Trust/Articles of Incorporation and By-Laws of each Fund and state and federal law, as applicable, and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust/Articles of Incorporation, By-Laws and state and federal law, as applicable, directly for more complete information.
GENERAL INFORMATION ABOUT THE FUNDS
Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and the Investment Company Act of 1940, and in accordance therewith, file proxy material, reports, and other information with the SEC (Summit Mutual Funds, Inc., File No. 811-04000, The Calvert Fund, File No. 811-03416; Calvert SAGE Fund, File No. 811-22212; and Calvert Cash Reserves, File No. 811-03418, respectively). These reports and other information filed by a Fund can be inspected and copied at the public reference facilities maintained by the SEC in Washington, D.C. Copies of such material can be obtained from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. In addition, the SEC maintains a Web site (http://www.sec.gov) that contains reports, other information, and proxy statements filed for the Funds.
FINANCIAL STATEMENTS AND EXPERTS
<R>
The Annual Report to shareholders of each Summit Merging Fund for the year ended September 30, 2007, as well as the financial statements and financial highlights for the periods indicated therein, have been incorporated by reference herein and in the Registration Statement in reliance upon the reports of Deloitte & Touche, LLP independent registered public accounting firm for each Summit Merging Fund, incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing.
The Annual Report to shareholders of each Calvert Acquiring Fund for the year ended September 30, 2007, as well as the financial statements and financial highlights for the periods indicated therein, have been incorporated by reference herein and in the Registration Statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm for each Calvert Acquiring Fund, incorporated by reference herein, and upon the authority of such firm as experts in accounting and auditing.
</R>
VOTING INFORMATION
Voting instructions from the shareholders of each Summit Merging Fund are being solicited by the Directors of Summit Mutual Funds, Inc. for a Special Meeting of Shareholders to be held at 312 Walnut Street, Suite 2500, Cincinnati, Ohio 45202 at 9:00 am Eastern Time on Tuesday, November 25, 2008, or at such later time or date made necessary by adjournment.
<R>
Summit Mutual Funds, Inc. is soliciting voting instructions by U.S. mail. Additional solicitations may be made by telephone, computer communications, facsimile, or other such means, or by personal contact by officers or employees of Summit Investment Partners, Inc., who will receive no additional compensation for doing so, or by Broadridge, a firm which may be retained, if necessary, to assist in the solicitation of voting instructions and in the distribution and tabulation of voting instructions.
</R>
In accordance with each Reorganization Plan, SIP or CAMCO will be responsible for payment of the expenses incurred by the Summit Merging Funds in connection with the Reorganizations. These expenses are estimated to cost approximately [$___________] to cover all legal and accounting fees and expenses, printing expenses, and other fees and expenses incurred in connection with the consummation of the Reorganizations. No Summit Fund will pay any of the expenses related to the transfer.
Quorum. The presence in person or by proxy of the holders of a majority of the outstanding shares of each Summit Merging Fund is required to constitute a quorum at the Meeting. Shares held by shareholders present in person or represented by proxy at the Meeting will be counted both for the purposes of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting.
Adjournment. In the event that a quorum is present at the Meeting but sufficient votes to approve the proposal described in this Prospectus/Proxy Statement are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies or to obtain the vote required for approval of the proposal. Any such adjournment will require the affirmative vote of a majority of those shares represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote FOR the proposal in favor of such an adjournment and will vote those proxies required to be voted AGAINST the proposal against any such adjournment. A shareholder vote may be taken prior to adjournment of the Meeting on the proposal in this Prospectus/Proxy Statement if sufficient votes have been received and it is otherwise appropriate.
Vote Required. If a quorum is present at the Meeting, the affirmative vote of "a majority of the outstanding voting securities", as defined in the 1940 Act, of shareholders of Summit Bond who are eligible to vote on the proposal is required for approval of the Reorganization into Calvert Income. This means that the proposal must be approved by the lesser of: (1) 67% or more of the shares entitled to vote and present or represented by proxy at the Meeting, if the holders of more than 50% of the outstanding shares entitled to vote are present in person or represented by proxy, or (2) more than 50% of the outstanding shares entitled to vote.
Voting by Mail. In addition to voting in person at the Meeting, shareholders also may sign and mail the proxy card received with this Prospectus/Proxy Statement. Timely, properly executed proxies will be voted as instructed by shareholders, and will be voted "FOR" the proposal if the proxy contains no voting instructions.
Revocation. A shareholder may revoke his or her proxy at any time before it is exercised by: (1) written notice of revocation addressed to the Secretary of Summit Mutual Funds, Inc. prior to the Meeting, (2) submitting prior to the Meeting a properly-executed proxy bearing a later date, or (3) attending and voting in person at the Meeting and giving oral notice of revocation to the Chairman of the Meeting. However, attendance in person at the Meeting, by itself, will not revoke a previously tendered proxy.
Abstentions and Broker Non-Votes. Proxies that reflect abstentions and "broker non-votes" will be counted as shares that are present and entitled to vote for purposes of determining the presence of a quorum but do not represent votes cast with respect to a proposal. "Broker non-votes" are shares held by brokers or nominees as to which (a) such persons have not received instructions from the beneficial owner or other persons entitled to vote and (b) the brokers or nominees do not have discretionary voting power on a particular matter. Accordingly, "broker non-votes" and abstentions effectively will be votes against the Reorganization proposal. Those shares present at the meeting by proxy (including abstentions and broker non-votes) will be voted by the named proxies in their discretion with respect to any proposal to adjourn the meeting to allow for further solicitation of proxies.
The votes of shareholders of the Calvert Acquiring Funds are not being solicited by this Prospectus/Proxy Statement and are not required to carry out the Reorganizations.
Record Date. Shareholders of each Summit Merging Fund of record at the close of business on September 30, 2008 (the record date) are entitled to notice of and to vote at the Meeting or any adjournment thereof. Shareholders are entitled to one vote for each share held and fractional shares are entitled to a proportional fractional vote.
As of September 30, 2008, as shown on the books of each Summit Merging Fund, the following number of shares of each Fund was issued and outstanding:
(Merging Fund) |
Number of Shares Outstanding |
Summit Bond |
|
Summit Everest |
|
Summit Money Market |
|
As of September 30, 2008, the officers and Directors of each Summit Merging Fund, as a respective group, beneficially owned less than 1% of the outstanding shares of the respective Summit Merging Fund.
As of September 30, 2008, the Union Central Life Insurance Company, through the shares of Summit Mutual Funds, Inc. allocated to its exempt separate accounts, has voting control of Summit Bond and plans to vote "FOR" approval of the proposed Reorganization.
As of September 30, 2008, to Summit Mutual Funds, Inc.'s knowledge, the following shareholders owned of record or beneficially 5% or more of the outstanding voting securities of the Fund as shown:
Name and Address |
No. of Shares |
Percentage of Shares Before Reorganization |
Percentage of Shares After Reorganization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER BUSINESS
The Board of Directors of Summit Mutual Funds, Inc. does not intend to present any other business at the meeting. If, however, any other matters are properly brought before the meeting, the persons named in the accompanying form of proxy will vote thereon in accordance with their judgment.
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 meeting, the persons named as proxies may move one or more adjournments of the meeting to permit further solicitation of proxies with respect to such proposal. Any such adjournment will require the affirmative vote of a majority of the shares present at the meeting and entitled to vote. The persons named as proxies will vote in favor of such adjournment those shares that they are entitled to vote which have voted in favor of such proposal. They will vote against any such adjournment those proxies that have voted against any such proposal.
By Order of the Board of Directors
[SIGNATURE]
John F. Labmeier
Secretary
Summit Mutual Funds, Inc.
THE BOARD OF DIRECTORS OF SUMMIT MUTUAL FUNDS, INC., INCLUDING THE INDEPENDENT DIRECTORS, RECOMMENDS A VOTE FOR APPROVAL OF THE REORGANIZATION PLANS.
TO ENSURE THE PRESENCE OF A QUORUM AT THE MEETING, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED. A PRE-ADDRESSED POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
<PAGE>
FORM N-14
PART B
Acquisition Of The Assets Of
SUMMIT EVEREST FUND
an Apex Series of Summit Mutual Funds, Inc.
By And In Exchange For Shares Of
CALVERT LARGE CAP VALUE FUND
a Series of Calvert SAGE Fund
4500 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
800-368-2745
STATEMENT OF ADDITIONAL INFORMATION
October ___, 2008
This Statement of Additional Information (the "Reorganization SAI") relates to the proposed transfer of all of the assets of the Summit Everest Fund ("Summit Everest Fund"), a series of Summit Mutual Funds, Inc., a Maryland Corporation, to the Calvert Large Cap Value Fund ("Calvert Large Cap Value Fund"), a series of Calvert SAGE Fund, in exchange for shares of Class A and Class I shares of Calvert Large Cap Value Fund (to be distributed to holders of shares of Summit Everest Fund in complete liquidation of Summit Everest Fund) (the "Reorganization").
This Reorganization SAI contains information which may be of interest to shareholders but which is not included in the Prospectus/Proxy Statement dated October __, 2008 of Calvert Large Cap Value Fund (the "Prospectus/Proxy Statement"), which relates to the Reorganization. This Reorganization SAI consists of the information pertaining to Summit Everest Fund and Calvert Large Cap Value Fund set forth in the documents listed below and the following described documents, each of which is incorporated by reference herein:
This Reorganization SAI is not a prospectus and should be read in conjunction with the Prospectus/Proxy Statement. The Prospectus/Proxy Statement was filed with the Securities and Exchange Commission on September ___, 2008 (Calvert SAGE Fund, Registration Statement on Form N-14, File No. 333-152031) and is available upon request and without charge by writing to Calvert SAGE Fund, 4500 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814 or by calling 800-368-2745.
<R>
Pro Forma Combining Schedules of Investments, Statements of Assets and Liabilities and Statements of Operations (Pro Forma Financial Statements) are not required under Item 14 of Form N-14 because the net asset value of Summit Everest Fund (the Merging Fund) does not exceed ten percent of the net asset value of Calvert Large Cap Value Fund (the Acquiring Fund). As of September 30, 2008, the net assets of Summit Everest Fund were $__________. As of September 30, 2008, the net assets of Calvert Large Cap Value Fund were $__________.
</R>
<PAGE>
Calvert SAGE Fund
Part C. Other Information
Item 15. Indemnification
Registrant's Declaration of Trust, Item 16(a) of this Registration Statement, provides, in summary, that officers and trustees shall be indemnified by Registrant against liabilities and expense incurred by such persons in connection with actions, suits, or proceedings arising out of their offices or duties of employment, except that no indemnification can be made to such a person if in a final court decision on the merits that person has been adjudged liable of willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties. In the absence of such an adjudication, the determination of eligibility for indemnification shall be made by independent counsel in a written opinion or by the vote of a majority of a quorum of trustees/directors who are neither "interested persons" of Registrant, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, nor parties to the proceeding.
Registrant may purchase and maintain liability insurance on behalf of any officer, trustee, director, employee or agent against any liabilities arising from such status. In this regard, Registrant will maintain a Trustee & Officers (Partners) Liability Insurance Policy with Chubb Group of Insurance Companies, 15 Mountain View Road, Warren, New Jersey 07061, providing Registrant with $10 million in trustees and officers liability coverage, plus $5 million in excess trustees and officers liability coverage for the independent trustees/directors only. Registrant also maintains a $13 million Investment Company Blanket Bond issued by ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402. The Fund maintains joint coverage with the other Calvert Group Funds, and for the liability coverage, with the Advisor and its affiliated companies ("Calvert operating companies.") The premium and the coverage are allocated based on a method approved by the disinterested Fund trustees.
Item 16. Exhibits
1. |
Declaration of Trust, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
|
|
2. |
By-Laws, incorporated by reference to Registrant's Form N-1A filing, June 30, 2008, accession number 0001438390-08-000002. |
|
|
3. |
Inapplicable. |
|
|
4. |
Agreement and Plan of Reorganization, incorporated by reference to Registrant's, Initial N-14 filing, dated September 15, 2008, accession number 0001438390-08-000008. |
|
|
5. |
Specimen Stock Certificate (inapplicable). |
|
|
6.1 |
Draft Investment Advisory Agreement between the Fund and Calvert Asset Management Company, Inc., incorporated by reference to Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
|
|
7. |
Draft Underwriting (Distribution) Agreement between the Fund and Calvert Distributors, Inc., incorporated by reference to Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
|
|
8. |
Draft Trustees' Deferred Compensation Agreement, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated June 30, 2008, accession number 0001438390-08-000002. |
|
|
9. |
Draft Master Custodian Agreement between the Fund and State Street Bank and Trust Company, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
|
|
10. |
Draft Plan of Distribution for Class A and C, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
|
|
11. |
Opinion of Counsel, to be filed by amendment. |
|
|
12. |
Opinion and Consent of Counsel on Tax Matters, to be filed by amendment. |
|
|
13. |
Draft Master Transfer Agency and Service Agreement between the Fund and State Street Bank and Trust Company, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated June 30, 2008, accession number 0001438390-08-000002. |
|
|
14.1 |
Consent of Independent Auditors to Summit Mutual Funds, Inc., filed herewith. |
14.2 |
Consent of Independent Auditors to Calvert SAGE Fund -- not applicable |
|
|
15. |
Inapplicable. |
|
|
16. |
Power of Attorney forms, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated July 21, 2008, accession number 0001438390-08-000003. |
|
|
17.1 |
Form of Proxy Card for Summit Mutual Funds, Inc., incorporated by reference to Registrant's, Initial N-14 filing, dated September 15, 2008, accession number 0001438390-08-000008. |
|
|
17.2 |
Preliminary Calvert SAGE Fund, Calvert Large Cap Value Fund Class A (and C) Prospectus, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated July 21, 2008, accession number 0001438390-08-000003. |
17.3 |
Preliminary Calvert SAGE Fund, Calvert Large Cap Value Fund Class I Prospectus, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated July 21, 2008, accession number 0001438390-08-000003. |
17.4 |
Preliminary Calvert SAGE Fund, Calvert Large Cap Value Fund Statement of Additional Information, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated July 21, 2008, accession number 0001438390-08-000003. |
17.5 |
Draft Rule 18f-3 Multiple Class Plan, incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated August 26, 2008, accession number 0001438390-08-000005. |
17.6 |
Code of Ethics for Calvert Asset Management Company, Inc., incorporated by reference to Registrant's Pre-Effective Amendment No. __, dated June 30, 2008, accession number 0001438390-08-000002. |
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Bethesda, and State of Maryland on the 6th day of October, 2008.
Calvert SAGE Fund
By: **
Barbara Krumsiek
President and Trustee
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 6th day of October, 2008 by the following persons in the capacities indicated.
Signature |
Title |
|
|
** |
President and Trustee |
|
|
** |
Treasurer |
|
|
** |
Trustee |
** By /s/ Ivy Wafford Duke
Ivy Wafford Duke
Executed by Ivy Wafford Duke, Attorney-in-fact on behalf of those indicated, pursuant to Powers of Attorney incorporated by reference to Registrant's Pre-Effective Amendment No. 3, dated July 21, 2008, accession number 0001438390-08-000003.
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Pre-Effective Amendment No. 1 to Registration Statement No. 333-153516 on Form N-14 under the Securities Act of 1933, of our report dated November 21, 2007, relating to the financial statements and financial highlights of Summit Mutual Funds, Inc. -- Apex Series, including Bond Fund, Everest Fund and Money Market Fund appearing in the Annual Report on Form N-CSR of Summit Mutual Funds, Inc. -- Apex Series for the year ended September 30, 2007, and to the reference to us under the heading "Financial Statements and Experts" in the Prospectus/Proxy Statement, which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Chicago, Illinois
October 1, 2008
K![V*];H4K-FS+K/ZW#JV+=J!;>.6?4OW;
/J:CY0>&'FD`_`J>@+,FQI;5.9A/X6SC,,WPS>=&NW\F%@,STTISTI)
MSU!9T?G\Q96I-T0GK[,XB\P"'_/KRJU\E?X,JN<H+DQ4KH?K(:KVO+U4:)
M@![_"-;(O$V'"R4^/9'.#)!"79$OOE-+MN89=Y