SEC Registration Nos.
Nos. 811-22212 and 333-152031
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Post-Effective Amendment No. 8 XX
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT ACT OF 1940
Amendment No. 8 XX
Calvert SAGE Fund
(Exact Name of Registrant as Specified in Charter)
4550 Montgomery Avenue
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
Registrant's Telephone Number: (301) 951-4800
William M. Tartikoff
4550 Montgomery Avenue
Bethesda, Maryland 20814
(Name and Address of Agent for Service)
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This post-effective amendment consists of the following:
This Post-Effective Amendment is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of filing certain executed copies of exhibits to the Registration Statement.
Parts A and B are incorporated by reference to Post-Effective Amendment No. 6 to this Registration Statement, as filed on January 31, 2011.
Part C. Other Information
Item 28. Exhibits
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(a) |
Declaration of Trust of Calvert SAGE Fund, and Amendment to Declaration of Trust, incorporated by reference to Registrant's Pre-Effective Amendment No.4, dated October 14, 2008, accession number 0001438390-08-000011. |
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(b) |
By-Laws of Calvert SAGE Fund, incorporated by reference to Registrant's Pre-Effective Amendment No.4, dated October 14, 2008, accession number 0001438390-08-000011. |
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(c) |
Instruments Defining Rights of Security Holders (not applicable). |
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(d) |
Investment Advisory Agreement between Calvert SAGE Fund and Calvert Asset Management Company, Inc., incorporated by reference to Registrant's Post-Effective Amendment No. 1, dated November 4, 2008, accession number 0001438390-08-000018. Addendum to Investment Advisory Agreement, filed herewith. |
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(e) |
Underwriting (Distribution) Agreement with Schedules I, II and III, filed herewith. |
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(f) |
Form of Trustees' Deferred Compensation Agreement, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(g) |
Master Custodian Agreement between the Calvert Funds and State Street Bank and Trust Company, incorporated by reference to Registrant's Pre-Effective Amendment No.4, dated October 14, 2008, accession number 0001438390-08-000011. Letter Agreement and Revised Appendix A (Calvert SAGE Fund -- Calvert Large Cap Value Fund), incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(h)(1) |
Master Transfer Agency and Service Agreement between the Calvert Funds, Calvert Shareholder Services, Inc., Calvert Distributors, Inc. and State Street Bank and Trust Company, incorporated by reference to Registrant's Pre-Effective Amendment No.4, dated October 14, 2008, accession number 0001438390-08-000011. Amended Schedule A, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(h)(2) |
Shareholder Servicing Agreement, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(h)(3) |
Administrative Services Agreement, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(i) |
Legal Opinion (not applicable). |
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(j) |
Other Opinions (not applicable). |
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(k) |
Omitted Financial Statements (not applicable). |
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(l) |
Subscription Letter Agreement regarding initial capital, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(m) |
Plans of Distribution for Class A and C, incorporated by reference to Registrant's Post-Effective Amendment No. 2, dated January 30, 2009, accession number 0001438390-09-000001. |
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(n) |
Amended and Restated Rule 18f-3 Multiple Class Plan, filed herewith. |
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(o) |
Power of Attorney forms, incorporated by reference to Registrant's Post-Effective Amendment No. 6, dated January 31, 2011, accession number 0001438390-11-000001. |
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(p) |
Code of Ethics for Calvert Asset Management Company, Inc., incorporated by reference to Registrant's Pre-Effective Amendment No.4, dated October 14, 2008, accession number 0001438390-08-000011. |
Item 29. Persons Controlled by or Under Common Control with Registrant
Not applicable.
Item 30. Indemnification
Registrant's Declaration of Trust, Item 28(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 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 independent Fund trustees.
Item 31. Business and Other Connections of Investment Adviser
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Name |
Name of Company, Principal Business and Address |
Capacity |
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Barbara Krumsiek |
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First Variable Rate Fund for |
Officer, |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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Ronald M. Wolfsheimer |
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First Variable Rate Fund for |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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William M. Tartikoff |
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First Variable Rate Fund for |
Officer |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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Susan Walker Bender |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Ivy Wafford Duke |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Lancelot King |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Jane Maxwell |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Andrew Niebler |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Augusto Macedo |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Catherine Roy |
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Calvert Investment Management, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Bennett Freeman |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Alya Kayal |
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Calvert Investment Management, Inc. |
Officer |
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Hui Ping Ho |
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First Variable Rate Fund for |
Officer |
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Patrick Faul |
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Calvert Investment Management, Inc. |
Officer |
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Natalie Trunow |
Calvert Investment Management, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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James McGlynn |
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Calvert Investment Management, Inc. |
Officer |
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John Nichols |
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Calvert Investment Management, Inc. |
Officer |
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Gregory Habeeb |
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Calvert Investment Management, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Michael Abramo |
Calvert Investment Management, Inc. |
Officer |
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Matthew Duch |
Calvert Investment Management, Inc. |
Officer |
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Thomas Dailey |
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Calvert Investment Management, Inc. |
Officer |
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First Variable Rate Fund for |
Officer |
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Robert Enderson |
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Calvert Investments, Inc. |
Officer |
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Calvert Investment Administrative Services, Inc. |
Officer |
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Calvert Investment Management, Inc. |
Officer |
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Calvert Investment Services, Inc. |
Officer |
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Calvert Investment Distributors, Inc. |
Officer |
Item 32. Principal Underwriter
(a) Registrant's principal underwriter underwrites shares of the following investment companies other than Registrant:
First Variable Rate Fund for Government Income
Calvert Tax-Free Reserves
Calvert Social Investment Fund
Calvert Cash Reserves
The Calvert Fund
Calvert Social Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
(b) Positions of Underwriter's Officers and Directors
|
Name and Principal Business Address* |
Position(s) and Offices |
Position(s) and Offices |
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Barbara J. Krumsiek |
Director and Chief Executive |
Trustee and President |
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Ronald M. Wolfsheimer |
Director, Senior Vice President |
Treasurer |
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Craig Cloyed |
Director and President |
None |
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William M. Tartikoff |
Senior Vice President and |
Vice President and Secretary |
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Reginald Stanley |
Senior Vice President |
None |
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Alison Smith |
Vice President |
None |
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Stan Young |
Vice President |
None |
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David Leach |
Vice President |
None |
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Robert Enderson |
Vice President |
None |
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Christine Teske |
Senior Institutional Vice President |
None |
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David Rieben |
Vice President |
None |
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Jackie Zelenko |
Vice President |
None |
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Matthew Alsted |
Vice President |
None |
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Geoffrey Ashton |
Senior Regional Vice President |
None |
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Timothy O'Leary |
Regional Vice President |
None |
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Bill Hairgrove |
Regional Vice President |
None |
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Michael Haire |
Regional Vice President |
None |
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Todd Dahlstrom |
Regional Vice President |
None |
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Anthony Eames |
Senior Regional Vice President |
None |
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Steve Himber |
Senior Institutional Vice President |
None |
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Dave Mazza |
Vice President, Institutional Sales |
None |
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Ben Ogbogu |
Regional Vice President |
None |
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Jeanine L. Perkins |
Regional Vice President |
None |
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Steve Yoon |
Regional Vice President |
None |
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David McClellan |
Regional Vice President |
None |
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Rachael DeCosta-Martin |
Regional Vice President |
None |
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Scott Metz |
Regional Vice President |
None |
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Pamela Rivers |
Regional Vice President |
None |
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Paul Hilton |
Vice President |
None |
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Susan Walker Bender |
Assistant Secretary |
Assistant Secretary |
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Ivy Wafford Duke |
Assistant Secretary |
Assistant Secretary |
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Lancelot King |
Assistant Secretary |
Assistant Secretary |
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Jane Maxwell |
Assistant Secretary and |
Assistant Secretary and |
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Andrew Niebler |
Assistant Secretary and |
Assistant Secretary and |
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Augusto Macedo |
Assistant Secretary |
Assistant Secretary |
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Edith Lillie |
Assistant Secretary |
Assistant Secretary |
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Hui Ping Ho |
Assistant Treasurer |
Assistant Treasurer |
* 4550 Montgomery Avenue Bethesda, Maryland 20814
(c) Inapplicable
Item 33. Location of Accounts and Records
Ronald M. Wolfsheimer, Treasurer
and
William M. Tartikoff, Secretary
Calvert SAGE Fund
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
Item 34. Management Services
Not Applicable
Item 35. Undertakings
Not Applicable
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 19th day of May 2011.
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 19th day of May 2011, by the following persons in the capacities indicated.
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Signature |
Title |
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______**___________ |
President and Trustee |
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______**___________ |
Treasurer |
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______**___________ |
Trustee |
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______**___________ |
Trustee |
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______**___________ |
Trustee |
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______**___________ |
Trustee |
** By /s/ Lancelot A. King
Lancelot A. King
Executed by Lancelot A. King, Attorney-in-fact on behalf of those indicated, pursuant to Powers of Attorney, incorporated by reference to Registrant's Post-Effective Amendment No. 6, dated January 31, 2011, accession number 0001438390-11-000001.
Calvert SAGE Fund
Post-Effective Amendment No. 8
Registration No. 333-152031
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
28(d) |
Addendum to Investment Advisory Agreement |
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28(e) |
Underwriting (Distribution) Agreement with Schedules I, II and III |
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28(n) |
Amended and Restated Rule 18f-3 Multiple Class Plan |
ADDENDUM TO INVESTMENT ADVISORY AGREEMENT
FISCAL YEAR-END 09/30/2011
Calvert Social Investment Fund
Calvert World Values Fund, Inc.
Calvert Social Index Series, Inc.
The Calvert Fund
Calvert Impact Fund, Inc.
Calvert SAGE Fund, Inc.
Calvert Asset Management Company, Inc. (“Calvert” or the “Advisor”) (to be named Calvert Investment Management, Inc. after April 30, 2011) is the investment advisor to the above-referenced registered investment companies (Funds). Calvert has agreed, with the respective Funds, to contractually limit (direct/ or direct ordinary) net annual fund operating expenses of the Funds through January 31, 2012, as follows. This expense limitation does not limit the Acquired fund fees and expenses incurred by a shareholder. Under the terms of the contractual expense limitation, operating expenses do not include interest expense, brokerage commissions, extraordinary expenses, performance fee adjustments, and taxes. To the extent any expense offset arrangement reduces Fund expenses, Calvert's obligation under this agreement is reduced and Calvert shall also benefit from the expense offset arrangement. The below figures are expressed as a percentage of average net assets.
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Single Class |
Class A |
Class B |
Class C |
Class I |
Class Y |
Class R | |
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Calvert Social Investment Fund [1] |
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Calvert Money Market Portfolio |
0.875% |
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Calvert Balanced Portfolio |
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0.72% |
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Calvert Equity Portfolio |
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0.96% |
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Calvert Bond Portfolio |
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0.92% |
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Calvert Enhanced Equity Portfolio |
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-- |
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-- |
0.81% |
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Calvert Conservative Allocation Fund |
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0.44% |
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2.00% |
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Calvert Moderate Allocation Fund |
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0.80% |
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2.00% |
0.23% |
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Calvert Aggressive Allocation Fund |
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0.43% |
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2.00% |
0.23% |
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Single Class |
Class A |
Class B |
Class C |
Class I |
Class Y |
Class R | |
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Calvert World Values Fund [2] |
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Calvert International Equity Fund |
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-- |
-- |
-- |
1.10% |
1.39% |
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Calvert Capital Accumulation Fund |
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1.59% |
-- |
2.59% |
0.86% |
1.44% |
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Calvert International Opportunities Fund |
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1.66% |
-- |
2.50% |
1.20% |
1.41% |
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Calvert Cash Reserves |
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Institutional Prime Fund |
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0.40% |
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Calvert Social Index Series, Inc. [3] |
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Calvert Social Index Fund |
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0.75% |
1.75% |
1.75% |
0.21% |
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The Calvert Fund [4] |
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Calvert Income Fund |
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0.84% |
1.09% |
1.47% | |
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Calvert Short Duration Income Fund |
|
1.08% |
-- |
-- |
0.75% |
0.95% |
| |
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Calvert Government Fund |
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1.04% |
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2.04% |
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Calvert Short-Term Government Fund |
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0.98% |
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0.73% |
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Calvert High Yield Bond Fund |
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1.65% |
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1.40% |
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Calvert Long- Term Income Fund |
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1.25% |
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Calvert Ultra-Short Income Fund |
|
0.89% |
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0.84% |
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[1] Calvert has further agreed to contractually limit direct ordinary operating expenses for Calvert Moderate Allocation Fund Class I and Calvert Aggressive Allocation Fund Class I to 1.00% (through January 31, 2020). Calvert has also further agreed to contractually limit direct net annual fund operating expenses for Calvert Equity Portfolio Class Y and Calvert Bond Portfolio Class Y to 3.00% (through January 31, 2020).
[2] Calvert has agreed to contractually limit direct net annual fund operating expenses for Calvert Capital Accumulation Fund Class A to 1.59%, Class C to 2.59%, Class I to 0.86%, and Class Y to 1.44% (through January 31, 2013). Calvert has further agreed to contractually limit direct net annual fund operating expenses for International Equity Fund Class Y and Calvert International Opportunities Fund Class Y to 3.00% (through January 31, 2020).
[3] Calvert has further agreed to contractually limit direct net annual fund operating expenses of Calvert Social Index Fund Class I to 0.21% (through January 31, 2016).
4 Calvert has further agreed to contractually limit direct net operating expenses for Calvert Government Fund Class C to 5.00% (through January 31, 2020).
|
|
|
|
|
|
|
|
|
|
|
Single Class |
Class A |
Class B |
Class C |
Class I |
Class Y |
Class R |
|
|
|
|
|
|
|
|
|
|
Calvert Impact Fund, Inc. [5] |
|
|
|
|
|
|
|
|
Calvert Large Cap Growth Fund |
|
1.50% |
2.50% |
2.50% |
0.90% |
1.25% |
|
|
Calvert Small Cap Value Fund |
|
1.69% |
3.19% |
2.69% |
0.92% |
|
|
|
Calvert Global Alternative Energy Fund |
|
1.85% |
|
2.85% |
1.40% |
|
|
|
Calvert Global Water Fund |
|
1.85% |
|
2.85% |
|
1.60% |
|
|
|
|
|
|
|
|
|
|
|
Calvert SAGE Fund, Inc. [6] |
|
|
|
|
|
|
|
|
Calvert Large Cap Value Fund |
|
1.23% |
|
2.35% |
|
0.98% |
|
|
For Funds: |
/s/William M. Tartikoff |
For Calvert: |
/s/ Ronald M. Wolfsheimer |
|
|
William M. Tartikoff, |
|
Ronald M. Wolfsheimer, |
|
|
Vice President and Secretary |
|
Senior Vice President and Chief Financial and Administrative Officer |
|
|
|
|
|
|
|
Date: January 31, 2011 |
|
Date: January 31, 2011 |
5 Calvert has agreed to contractually limit direct net operating expenses for Calvert Small Cap Fund Class A to 1.69%, Class B to 3.19%, Class C to 2.69%, and Class I to 0.92% (through January 31, 2013). Calvert has further agreed to contractually limit direct net annual fund operating expenses for Calvert Large Cap Growth Fund Class Y and Calvert Global Water Fund Class Y to 3.00% (through January 31, 2020). The contractual expense cap for Calvert Large Cap Growth Fund is exclusive of any performance fee adjustments.
6 Calvert has further agreed to contractually limit direct net operating expenses for Calvert Large Cap Value Fund Class Y to 3.00% (through January 31, 2020).
AMENDED DISTRIBUTION AGREEMENT
This DISTRIBUTION AGREEMENT, dated as of October 31, 2006 by and between EACH CALVERT FUND LISTED IN THE SCHEDULE OF FUNDS ATTACHED HERETO AS SCHEDULE I (each a "Fund" and together the "Funds"), as such schedule may, from time to time be amended, and CALVERT DISTRIBUTORS, INC., a Delaware corporation (the "Distributor").
WHEREAS, each Fund is registered as an open-end investment company under the Investment Company Act of 1940 (the "1940 Act") and has registered its shares, including shares of its series portfolios (the "Series"), for sale to the public under the Securities Act of 1933 (the "1933 Act") and various state securities laws;
WHEREAS, each Fund wishes to retain the Distributor as the principal underwriter in connection with the offer and sale of shares of the Series (the "Shares") and to furnish certain other services to the Series as specified in this Agreement;
WHEREAS, this contract has been approved and amended and restated on this day by the Trustees/Directors in anticipation of the Distributor offering shares of the new Calvert Short Duration Income Fund;
WHEREAS, the Distributor is willing to act as principal underwriter and to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
1. Each Fund hereby appoints the Distributor as principal underwriter in connection with the offer and sale of its Shares. The Distributor shall, as agent for each Fund, subject to applicable federal and state law and the Declaration of Trust or Articles of Incorporation, and By-laws of the applicable Fund and in accordance with the representations in the applicable Fund's Registration Statement and Prospectus, as such documents may be amended from time to time: (a) promote the Series; (b) enter into appropriate dealer agreements with other registered broker-dealers to further distribution of the Shares; (c) solicit orders for the purchase of the Shares subject to such terms and conditions as the applicable Fund may specify; (d) transmit promptly orders and payments for the purchase of Shares and orders for redemption of Shares to the applicable Fund's transfer agent; and (e) provide services agreed upon by the applicable Fund to Series shareholders; provided, however, that the Distributor may sell no Shares pursuant to this Agreement until the Distributor is notified that a Fund's Registration Statement under the 1933 Act, authorizing the sale of such Shares through the Distributor, has become effective. The Distributor shall comply with all applicable federal and state laws and offer the Shares on an agency or "best efforts" basis under which a Fund shall only issue such Shares as are actually sold.
2. The public offering price of the Shares shall be the net asset value ("NAV") per share (as determined by the applicable Fund) of the outstanding Shares of the Series, plus the applicable sales charge, if any, as set forth in the Fund's then current Prospectus. Each Fund shall furnish the Distributor with a statement of each computation of NAV and of the details entering into such computation.
3. Compensation.
a. Distribution Fee.
i. Class A. In consideration of the Distributor's services as distributor for the Class A Shares of a Fund, each Fund may pay to the Distributor the Distribution Fee as set forth in Schedule II to this Agreement that is payable pursuant to the Fund's Distribution Plan.
ii. Class B. In consideration of the Distributor's services as distributor for the Class B Shares of a Fund, each Fund shall pay to the Distributor (or its designee or transferee) the Distributor's Allocable Portion of the Distribution Fee; (as set forth in Schedule II to this Agreement) that is payable pursuant to the Fund's Distribution Plan in respect of the Class B Shares of a Fund. For purposes of this Agreement, the Distributor's "Allocable Portion" of the Distribution Fee shall be 100% of such Distribution Fee unless or until the Fund uses a principal underwriter other than the Distributor and thereafter the Allocable Portion shall be the portion of the Distribution Fee attributable to (i) Class B Shares of a Fund sold by the Distributor ("Commission Shares"), (ii) Class B Shares of the Fund issued in connection with the exchange of Commission Shares of another Fund, and (iii) Class B Shares of the Fund issued in connection with the reinvestment of dividends and capital gains.
The Distributor's Allocable Portion of the Distribution Fee and the contingent deferred sales charges arising in respect of Class B Shares taken into account in computing the Distributor's Allocable Portion shall be limited under Rule 2830 of the Conduct Rules or other applicable regulations of the NASD as if the Class B Shares taken into account in computing the Distributor's Allocable Portion themselves constituted a separate class of shares of a Fund.
The services rendered by the Distributor for which the Distributor is entitled to receive the Distributor’s Allocable Portion of the Distribution Fee shall be deemed to have been completed at the time of the initial purchase of the Commission Shares (whether of the Fund or another Fund in the Calvert Group of Funds) taken into account in computing the Distributor's Allocable Portion. Notwithstanding anything to the contrary in this Agreement, the Distributor shall be paid its Allocable Portion of the Distribution Fee notwithstanding the Distributor's termination as principal underwriter of the Class B Shares of a Fund, or any termination of this
Agreement other than in connection with a Complete Termination (as defined in the Distribution Plan) of the Class B Distribution Plan as in effect on the date of this Agreement. Except as provided in the preceding sentence, a Fund's obligation to pay the Distribution Fee to the Distributor shall be absolute and unconditional and shall not be subject to any dispute, offset, counterclaim or defense whatsoever, (it being understood that nothing in this sentence shall be deemed a waiver by a Fund of its right separately to pursue any claims it may have against the Distributor and to enforce such claims against any assets (other than its rights to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of the Distributor.
iii. Class C. In consideration of the Distributor's services as distributor for the Class C Shares of a Fund, each Fund shall pay to the Distributor the Distribution Fee as set forth in Schedule II to this Agreement that is payable pursuant to the Fund's Distribution Plan.
iv. Class R. In consideration of the Distributor's services as distributor for the Class R Shares of a Fund, each Fund may pay to the Distributor the Distribution Fee as set forth in Schedule II to this Agreement that is payable pursuant to the Fund's Distribution Plan.
b. Service Fee. As additional compensation, for Class A, Class B, Class C, Class T and Class R Shares of each Series, applicable Funds shall pay the Distributor a service fee (as that term is defined by the National Association of Securities Dealers, Inc. ("NASD")) as set forth in Schedule III to this Agreement that is payable pursuant to the Fund's Distribution Plan.
c. Front-end Sales Charges. As additional compensation for the services performed and the expenses assumed by the Distributor under this Agreement, the Distributor may, in conformity with the terms and conditions set forth in the then current Prospectus of each Fund, impose and retain for its own account the amount of the front-end sales charge, if any, and may reallow a portion of any front-end sales charge to other broker-dealers, all in accordance with NASD rules.
d. Contingent Deferred Sales Charge. Each Fund will pay to the Distributor (or its designee or transferee) in addition to the fees set forth in Section 3 hereof any contingent deferred sales charge imposed on redemptions of that Fund's Class A, Class B and Class C Shares upon the terms and conditions set forth in the then current Prospectus of that Fund. Notwithstanding anything to the contrary in this Agreement, the Distributor shall be paid such contingent deferred sales charges in respect of Class B Shares taken into account in computing the Distributor's Allocable Portion of the Distribution Fee notwithstanding the Distributor's termination as principal underwriter of the Class B shares of a Fund or any termination of this Agreement other than in connection with a Complete Termination of the Class B Distribution Plan as in effect on the date of this Agreement. Except as provided in the preceding sentence, a Fund's obligation to remit such contingent deferred sales charges to the Distributor shall not be subject to any dispute, offset, counterclaim or defense whatsoever, it being understood that nothing in this sentence shall be deemed a waiver by a Fund of its right separately to pursue any claims it may have against the Distributor and to enforce such claims against any assets (other than the Distributor's right to be paid its Allocable Portion of the Distribution Fee and to be paid the contingent deferred sales charges) of the Distributor. No Fund will waive any contingent deferred sales charge except under the circumstances set forth in the Fund's current Prospectus without the consent of the Distributor (or, if rights to payment have been transferred, the transferee), which consent shall not be unreasonably withheld.
4. Payments to Distributor's Transferees. The Distributor may transfer the right to payments hereunder (but not its obligations hereunder) in order to raise funds to cover distribution expenditures, and any such transfer shall be effective upon written notice from the Distributor to the Fund. In connection with the foregoing, the Fund is authorized to pay all or a part of the Distribution Fee and/or contingent deferred sales charges in respect of Class B Shares directly to such transferee as directed by the Distributor.
5. Changes in Computation of Fee, etc. As long as the Class B Distribution Plan is in effect, a Fund shall not change the manner in which the Class B Distribution Fee is computed (except as may be required by a change in applicable law or a change in accounting policy adopted by the Investment Companies Committee of the AICPA and approved by FASB that results in a determination by a Fund's independent accountants that any of the sales charges in respect of such Fund, which are not contingent deferred sales charges and which are not yet due and payable, must be accounted for by such Fund as a liability in accordance with GAAP).
6. As used in this Agreement, the term "Registration Statement" shall mean the registration statement most recently filed by a Fund with the Securities and Exchange Commission and effective under the 1933 Act, as such Registration Statement is amended by any amendments thereto at the time in effect, and the term "Prospectus" shall mean the form of prospectus filed by a Fund as part of the Registration Statement.
7. The Distributor shall print and distribute to prospective investors Prospectuses, and may print and distribute such other sales literature, reports, forms, and advertisements in connection with the sale of the Shares as comply with the applicable provisions of federal and state law. In connection with such sales and offers of sale, the Distributor shall give only such information and make only such statements or representations, and require broker-dealers with whom it enters into dealer agreements to give only such information and make only such statements or representations, as are contained in the Prospectus or in information furnished in writing to the Distributor by a Fund. The Funds shall not be responsible in any way for any other information, statements or representations given or made by the Distributor, other broker-dealers, or the representatives or agents of the Distributor or such broker-dealers. Except as specifically permitted under the Distribution Plan under Rule 12b-1 under the 1940 Act, as provided in paragraph 3 of this Agreement, the Funds shall bear none of the expenses of the Distributor in connection with its offer and sale of the Shares.
8. Each Fund agrees at its own expense to register the Shares with the Securities and Exchange Commission, state and other regulatory bodies, and to prepare and file from time to time such Prospectuses, amendments, reports and other documents as may be necessary to maintain the Registration Statement. Each Fund shall bear all expenses related to preparing and typesetting its Prospectus(es) and other materials required by law and such other expenses, including printing and mailing expenses related to the Fund's communications with persons who are shareholders of such Fund.
9. Each Fund agrees to indemnify, defend and hold the Distributor, its several officers and directors, and any person who controls the Distributor within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which the Distributor, its officers or directors, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, arising out of or based upon any alleged untrue statement of a material fact contained in its Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, provided that in no event shall anything contained in this Agreement be construed so as to protect the Distributor against any liability to a Fund or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement.
10. The Distributor agrees to indemnify, defend and hold each Fund, their several officers and directors, and any person who controls a Fund within the meaning of Section 15 of the 1933 Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any counsel fees incurred in connection therewith) which a Fund, its officers or directors, or any such controlling person may incur, under the 1933 Act or under common law or otherwise, arising out of or based upon any alleged untrue statement or a material fact contained in information furnished in writing by the Distributor to the Funds for use in the Registration Statement or Prospectus(es) or arising out of or based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus(es) or necessary to make such information not misleading.
11. Each Fund reserves the right at any time to withdraw all offerings of the Shares by written notice to the Distributor at its principal office.
12. The Distributor is an independent contractor and shall be agent for a Fund only in respect to the offer, sale and redemption of that Fund's Shares.
13. The services of the Distributor to a Fund under this Agreement are not to be deemed exclusive, and the Distributor shall be free to render similar services or other services to others so long as its services hereunder are not impaired thereby.
14. The Distributor acknowledges that it has received notice of and accepts the limitations upon the liability of any Fund organized as a business trust set forth in such Fund's Declaration of Trust. The Distributor agrees that the obligations of such Funds hereunder in any case shall be limited to such Funds and to their assets and that the Distributor shall not seek satisfaction of any such obligation from the shareholders of such a Fund nor from any Trustee, officer, employee or agent of such Fund.
15. The Funds shall not use the name of the Distributor in any Prospectus, sales literature or other material relating to the Funds in any manner not approved prior thereto by the Distributor; provided, however, that the Distributor shall approve all uses of its name which merely refer in accurate terms to its appointment hereunder or which are required by the Securities and Exchange Commission or a State Securities Commission; and, provided further, that in no event shall such approval be unreasonably withheld. The Distributor shall not use the name of any Fund in any material relating to the Distributor in any manner not approved prior thereto by the Fund; provided, however that the Funds shall approve all uses of their names which merely refer in accurate terms to the appointment of the Distributor hereunder or which are required by the Securities and Exchange Commission or a State Securities Commission; and, provided further, that in no event shall such approval be unreasonably withheld.
16. The Distributor shall prepare written reports for the Board of Trustees/Directors of each Fund on a quarterly basis showing information concerning services provided and expenses incurred which are related to this Agreement and such other information as from time to time shall be reasonably requested by a Fund's Board of Trustees/Directors.
17. As used in this Agreement, the terms "assignment," "interested person," and "majority of the outstanding voting securities" shall have the meaning given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may be granted by the Securities and Exchange Commission by any rule, regulation or order; provided, however that, in order to obtain financing, the Distributor may assign to a lending institution the payments due to the Distributor under this Agreement without it constituting an assignment of the Agreement.
18. Subject to the provisions of sections 19 and 20 below, this Agreement will remain in effect for two years from the date of is execution and from year to year thereafter, provided that the Distributor does not notify a Fund in writing at least sixty (60) days prior to the expiration date in any year that it does not wish continuance of the Agreement as to such Fund for an additional year.
19. Termination. As to any particular Fund (or Series thereof), this Agreement shall automatically terminate in the event of its assignment and may be terminated at any time without the payment of any penalty by a Fund or by the Distributor on sixty (60) days' written notice to the other party. A Fund may effect such termination by a vote of (i) a majority of the Board of Trustees/Directors of the Fund, (ii) a majority of the Trustees/Directors who are not interested persons of the Fund, who are not parties to this Agreement or interested persons of such parties, and who have no direct or indirect financial interest in the operation of the Distribution Plan, in this Agreement or in any agreement related to such Fund's Distribution Plan (the "Rule 12b-1 Trustees/Directors"), or (iii) a majority of the outstanding voting securities of the relevant Series.
20. This Agreement shall be submitted for renewal to the Board of Trustees/Directors of each Fund at least annually and shall continue in effect only so long as specifically approved at least annually (i) by a majority vote of the Fund's Board of Trustees/Directors, and (ii) by the vote of the majority of the Rule 12b-1 Trustees/Directors of the Fund, cast in person at a meeting called for the purpose of voting on such approval.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first above written by their officers thereunto duly authorized.
EACH FUND LISTED IN THE
ATTACHED SCHEDULE I
By: /s/William M. Tartikoff
William M. Tartikoff
Vice President
CALVERT DISTRIBUTORS, INC.
By: /s/Ronald M. Wolfsheimer
Ronald M. Wolfsheimer
Senior Vice President
DISTRIBUTION AGREEMENT
Amended and Restated Schedules I, II, and III
Calvert Funds
Calvert Investment Distributors, Inc.
SCHEDULE I
The Calvert Fund
Calvert Tax-Free Reserves
Calvert Social Investment Fund
Calvert World Values Fund, Inc.
First Variable Rate Fund for Government Income
Calvert Social Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert SAGE Fund
Effective April 30, 2011
SCHEDULE II
Fees are expressed as a percentage of average annual daily net assets, and are payable monthly.
Distribution Fee
|
|
Class A* |
Class B |
Class C |
Class I |
Class R |
Class Y |
|
The Calvert Fund |
|
|
|
|
|
|
|
Calvert Income Fund |
0.25 |
0.75 |
0.75 |
N/A |
0.50 |
N/A |
|
Calvert Short Duration Income Fund |
0.25 |
N/A |
0.75 |
N/A |
-- |
N/A |
|
Calvert Long-Term Income Fund |
0.25 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Ultra-Short Income Fund |
0.25 |
N/A |
0.75 |
N/A |
-- |
N/A |
|
Calvert Government Fund |
N/A |
N/A |
0.75 |
N/A |
-- |
N/A |
|
Calvert High Yield Bond Fund |
N/A |
N/A |
N/A |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Tax-Free Reserves |
|
|
|
|
|
|
|
Money Market Portfolio |
N/A |
N/A |
N/A |
N/A |
-- |
N/A |
|
Calvert Tax-Free Bond Fund |
0.10 |
N/A |
N/A |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Social Investment Fund |
|
|
|
|
|
|
|
Balanced Portfolio |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Equity Portfolio |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Bond Portfolio |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Enhanced Equity Portfolio |
N/A |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Money Market Portfolio |
N/A |
N/A |
N/A |
N/A |
-- |
N/A |
|
Calvert Conservative Allocation Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Moderate Allocation Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Aggressive Allocation Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert World Values Fund, Inc. |
|
|
|
|
|
|
|
Calvert Capital Accumulation Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert World Values International Equity Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert International Equity Fund |
0.25 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
First Variable Rate Fund for Government Income |
|
|
|
|
|
|
|
Calvert First Government Money Market Fund |
N/A |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Calvert Social Index Series, Inc. |
|
|
|
|
|
|
|
Calvert Social Index Fund |
N/A |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Impact Fund, Inc. |
|
|
|
|
|
|
|
Calvert Large Cap Growth Fund |
N/A |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Small Cap Fund |
0.10 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Global Alternative Energy Fund |
0.25 |
0.75 |
0.75 |
N/A |
-- |
N/A |
|
Calvert Global Water Fund |
0.25 |
N/A |
0.75 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert SAGE Fund |
|
|
|
|
|
|
|
Calvert Large Cap Value Fund |
0.25 |
N/A |
0.75 |
N/A |
-- |
N/A |
Effective April 30, 2011
________________________________
*Distributor reserves the right to waive all or a portion of the distribution fee from time to time. For money market portfolios, Class A shall refer to Class O, or if the portfolio does not have multiple classes, then to the portfolio itself.
Fees are expressed as a percentage of average annual daily net assets and are payable monthly.
|
Service Fee |
|
|
|
|
|
|
|
|
Class A [*] |
Class B |
Class C |
Class I |
Class R |
Class Y |
|
The Calvert Fund |
|
|
|
|
|
|
|
Calvert Income Fund |
0.25 |
0.25 |
0.25 |
N/A |
0.25 |
N/A |
|
Calvert Short Duration Income Fund |
0.25 |
N/A |
0.25 |
N/A |
-- |
N/A |
|
Calvert Long-Term Income Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Ultra-Short Income Fund |
0.25 |
N/A |
0.25 |
N/A |
-- |
N/A |
|
Calvert Government Fund |
0.25 |
N/A |
0.25 |
N/A |
-- |
N/A |
|
Calvert High Yield Bond Fund |
0.25 |
N/A |
N/A |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Tax-Free Reserves |
|
|
|
|
|
|
|
Money Market Portfolio |
N/A |
N/A |
N/A |
N/A |
-- |
N/A |
|
Calvert Tax-Free Bond Fund |
0.25 |
N/A |
N/A |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Social Investment Fund |
|
|
|
|
|
|
|
Balanced Portfolio |
0.25 [†] |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Equity Portfolio |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Bond Portfolio |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Enhanced Equity Portfolio |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Money Market Portfolio |
0.25 |
N/A |
N/A |
N/A |
-- |
N/A |
|
Calvert Conservative Allocation Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Moderate Allocation Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Aggressive Allocation Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert World Values Fund, Inc. |
|
|
|
|
|
|
|
Calvert Capital Accumulation Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert International Equity Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert International Opportunities Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Variable Rate Fund for Government Income |
|
|
|
|
|
|
|
Calvert First Government Money Market Fund |
N/A |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Social Index Series, Inc. |
|
|
|
|
|
|
|
Calvert Social Index Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert Impact Fund, Inc. |
|
|
|
|
|
|
|
Calvert Large Cap Growth Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Small Cap Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Global Alternative Energy Fund |
0.25 |
0.25 |
0.25 |
N/A |
-- |
N/A |
|
Calvert Global Water Fund |
0.25 |
N/A |
0.25 |
N/A |
-- |
N/A |
|
|
|
|
|
|
|
|
|
Calvert SAGE Fund |
|
|
|
|
|
|
|
Calvert Large Cap Value Fund |
0.25 |
N/A |
0.25 |
N/A |
-- |
N/A |
[*] Distributor reserves the right to waive all or a portion of the service fees from time to time.
[†] Distributor charges the service fee only on assets in excess of $30 million.
Effective April 30, 2011
EACH FUND LISTED IN THE ATTACHED SCHEDULE I
BY: /s/William M. Tartikoff
William M. Tartikoff
Vice President and Secretary
Calvert INVESTMENT DISTRIBUTORS, INC.
BY: /s/Ronald M. Wolfsheimer
Ronald M. Wolfsheimer
Chief Financial and Administrative Officer
and Senior Vice President
CALVERT FUNDS
Amended and Restated Rule 18f-3 Multiple Class Plan
Under the Investment Company Act of 1940
April 30, 2011
Rule 18f-3 under the Investment Company Act of 1940, as amended (the "1940 Act"), requires that an investment company desiring to offer multiple classes of shares pursuant to the Rule adopt a plan setting forth the differences among the classes with respect to shareholder services, distribution arrangements, expense allocations and any related conversion features or exchange privileges. Any material amendment to the plan must be approved by the investment company's Board of Trustees/Directors, including a majority of the disinterested Board members, who must find that the plan is in the best interests of each class individually and the investment company as a whole.
This Rule 18f-3 Multiple Class Plan ("Plan") shall apply to those funds in the Calvert Group of Funds listed in Exhibit I (each a "Fund" and, collectively, the "Funds") and to any future fund for which this Plan has been approved in accordance with the above paragraph.
The provisions of this Plan are severable for each Fund or Series thereof ("Series") or Class, and whenever action is to be taken with respect to this Plan, that action must be taken separately for each Fund, Series or Class affected by the matter.
Effective as of the close of business (4 p.m. ET) on February 26, 2010, Class B shares of the Calvert Funds listed in Exhibit III hereto are no longer offered for purchase by new or existing investors, except through reinvestment of dividends and/or distributions and through exchanges, as provided in Exhibit III.
1. Class Designation. All Funds may offer shares designated Class A, Class C, Class I and Class Y, and certain money market portfolios may offer shares designated as Class O. The Calvert Fund offers shares designated as Class R, and Calvert Variable Products, Inc. offers shares designated as Class F (as further described herein).
2. Differences in Availability. Class A, Class B, Class C, Class O and Class R shares shall each be available through the same distribution channels, except that (a) Class B shares of the Funds listed in Exhibit III are available only through reinvestment of dividends and/or distributions and through exchanges from Class B shares of another Fund; (b) Class B and Class C shares of Calvert First Government Money Market Fund are available only through exchange from Class B or Class C shares, respectively, of another Fund; (c) Class C shares may not be available through some dealers and are not recommended for purchase if the shareholder’s total balance of Class C shares is $500,000 or more (in which case, investors should purchase Class A shares); (d) Class R Shares generally are available only to 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit-sharing and money purchase pension plans, defined benefit plans and nonqualified deferred compensation plans. Class R shares also are generally available only to retirement plans where plan level or omnibus accounts are held on the books of the fund. Class R shares generally are not available to retail nonretirement accounts, Traditional and Roth Individual Retirement Accounts (IRAs), Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans and 529 college savings plans; (e) Class I shares are generally available only directly from Calvert Group and not through dealers, and each Class I shareholder must maintain a $1 million minimum account balance. This minimum may be waived in certain circumstances. Class I shareholders of Calvert Large Cap Growth Fund who acquired their shares pursuant to the reorganization of the Bridgeway Social Responsibility Fund are exempt from the $1 million minimum balance requirement; (f) Class Y shares are generally available only to wrap or similar fee-based programs offered by financial intermediaries that have entered into an agreement with Calvert Investment Distributors, Inc. to offer Class Y shares to their clients; and (g) Class F shares are generally available only to investment companies that offer certain portfolios of Calvert Variable Products, Inc.
3. Differences in Services. The services offered to shareholders of each Class shall be substantially the same, except that the Rights of Accumulation and Letters of Intent shall be available only to holders of Class A shares. The Reinstatement Privilege shall be available only to holders of Class A and Class B shares. Class I, Class Y and Class F purchases and redemptions may only be made by bankwire, via the National Securities Clearing Corporation (“NSCC”), or ACH funds transfer, as applicable, except that Class I shareholders of Calvert Large Cap Growth Fund who acquired their shares pursuant to the reorganization of the Bridgeway Social Responsibility Fund may also purchase Class I shares by check, and otherwise receive Class A shareholder services.
4. Differences in Distribution Arrangements. Class A shares shall be offered with a front-end sales charge, as such term is defined in Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc. The amount of the sales charge on Class A shares is set forth at Exhibit II, and sales of Class A shares of $1 million or more sold at NAV shall be subject to a 1.00% contingent deferred sales charge (“CDSC”) if the shares are redeemed within one year of purchase. Class A shares shall be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The amount of the Distribution Plan expenses for Class A shares, as set forth at Exhibit II, is used to pay the Fund's principal underwriter for distributing and or providing services to the Fund's Class A shares. This amount includes a service fee at the annual rate of .25 of 1% of the value of the average daily net assets of Class A. Pursuant to Rule 22c-2 under the Investment Company Act, Class A shares are also subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 30 days of purchase (or 7 days in the case of Calvert Ultra-Short Income Fund).
Class B shares shall not be subject to a front-end sales charge, but shall be subject to a declining CDSC. Class B shares shall also be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The maximum amount of the CDSC and the Distribution Plan expenses for Class B shares are set forth in Exhibit II. The CDSC on Class B shares will be waived if the redemption of shares fall within any of the circumstances described in the prospectus for the applicable Fund. Distribution Plan expenses are used to pay each Fund’s principal underwriter for distribution and shareholder services provided to the Fund’s Class B shares. This amount is calculated by applying the applicable percentage to the value of the average daily net assets of Class B. Pursuant to Rule 22c-2 under the Investment Company Act, Class B shares are also subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 30 days of purchase.
Class C shares shall not be subject to a front-end sales charge, but shall be subject to a 1.00% CDSC if the shares are redeemed within one year of purchase. Class C shares shall also be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The maximum amount of the CDSC and the Distribution Plan expenses for Class C shares are set forth in Exhibit II. The CDSC on Class C shares will be waived if the shares were sold by a broker/dealer that has an agreement with CDI to sell such shares for omnibus retirement account platforms (generally 401(k) and 403(b) platforms) and without a CDSC upon redemption of the shares. Distribution Plan expenses are used to pay each Fund’s principal underwriter for distribution and shareholder services provided to the Fund’s Class C shares. This amount is calculated by applying the applicable percentage to the value of the average daily net assets of Class C. Pursuant to Rule 22c-2 under the Investment Company Act, Class C shares are also subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 30 days of purchase
Class R shares shall not be subject to a front-end sales charge or a CDSC. Class R shares shall, however, be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The maximum amount of the Distribution Plan expenses for Class R shares is set forth in Exhibit II. Distribution Plan expenses are used to pay each Fund’s principal underwriter for distribution and shareholder services provided to the Fund’s Class R shares. This amount is calculated by applying the applicable percentage to the value of the average daily net assets of Class R. Pursuant to Rule 22c-2 under the Investment Company Act, Class R shares are also subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 7 days of purchase.
Class I shares shall not be subject to a front-end sales charge, a CDSC or a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 22c-2 under the Investment Company Act, Class I shares are, however, subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 7 days of purchase.
Class F shares shall not be subject to a front-end sales charge, a CDSC, or a redemption fee. Class F shares shall, however, be subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. The maximum amount of the Distribution Plan expenses for Class F shares is set forth in Exhibit II. Distribution Plan expenses are used to pay each Fund’s principal underwriter for distribution and shareholder services provided to the Fund’s Class F shares. This amount is calculated by applying the applicable percentage to the value of the average daily net assets of Class F.
Class O shares shall not be subject to a front-end sales charge, a CDSC, a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act or a redemption fee.
Class Y shares shall not be subject to a front-end sales charge, a CDSC or a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Pursuant to Rule 22c-2 under the Investment Company Act, Class Y shares are, however, subject to a 2 percent redemption fee on redemptions or exchanges of non-money market fund shares within 30 days of purchase. Class Y shares are offered by the following Funds: Calvert Income Fund, Calvert Short Duration Income Fund, Calvert Equity Portfolio, Calvert Bond Portfolio, Calvert Large Cap Growth Fund, Calvert International Equity Fund, Calvert International Opportunities Fund, Calvert Global Water Fund, Calvert Large Cap Value Fund and Calvert Capital Accumulation Fund.
5. Expense Allocation. The following expenses shall be allocated, to the extent practicable, on a Class-by-Class basis: (a) Distribution Plan fees; (b) transfer agent and shareholder servicing fees; (c) administrative service fees; and (e) certain state registration fees.
6. Conversion Features. Class B shares shall be subject to an automatic conversion feature into Class A shares (or, in the case of certain money market accounts, Class O shares) after they have been held for the number of years set forth for each Fund in Exhibit II. Class A, Class C, Class I, Class F, Class O, Class R and Class Y shares are not subject to automatic conversion.
7. Exchange Privileges. The exchange privilege offers flexibility by allowing investors to exchange shares on which a sales charge has already been paid from one Fund to another Fund at no additional charge. Shares of any Fund may only be exchanged for shares of the same class of another Fund. Each Fund may specify other permissible exchanges from time to time.
Exhibit I
The Calvert Fund
Calvert Tax-Free Reserves
Calvert Social Investment Fund
Calvert World Values Fund, Inc.
First Variable Rate Fund for Government Income
Calvert Social Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert SAGE Fund
Calvert Variable Products, Inc.
Exhibit II
Calvert Social Investment Fund
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A Front- |
Class A |
Class C |
Class R |
|
|
End Sales Charge |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
Calvert Balanced |
4.75% |
0.35% |
1.00% |
N/A |
|
Calvert Equity |
4.75% |
0.35% |
1.00% |
N/A |
|
Calvert Enhanced Equity |
4.75% |
0.25% |
1.00% |
N/A |
|
Calvert Bond |
3.75% |
0.35% |
1.00% |
N/A |
|
Calvert Conservative Allocation |
4.75% |
0.35% |
1.00% |
N/A |
|
Calvert Moderate Allocation |
4.75% |
0.35% |
1.00% |
N/A |
|
Calvert Aggressive Allocation |
4.75% |
0.35% |
1.00% |
N/A |
|
Calvert Money Market |
N/A |
N/A |
N/A |
N/A |
FOR CALVERT BALANCED, CALVERT EQUITY, CALVERT ENHANCED EQUITY & CALVERT BOND ONLY:
Class B Maximum 12b-1 Fee equals 1.00%.
|
|
|
|
Calvert |
|
|
Balanced, |
|
Equity |
|
Class B |
Equity*, and |
|
Delaware |
Contingent Deferred Sales Charge |
Enhanced Equity |
Bond |
Shares |
|
Shares held less than one year after purchase |
5% |
4% |
4% |
|
At least one year but less than two years |
4% |
3% |
3.25% |
|
At least two years but less than three years |
4% |
2% |
2.75% |
|
At least three years but less than four years |
3% |
1% |
2.25% |
|
At least four years but less than five years |
2% |
--- |
2.25% |
|
At least five years but less than six years |
1% |
--- |
1.50% |
|
Converts automatically to Class A after |
8 yrs. |
6 yrs. |
8 yrs. |
* Other than Calvert Equity Class B shares acquired pursuant to the reorganization of the Delaware Social Awareness Fund (the “Calvert Equity Delaware Shares”).
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
Exhibit II
Calvert Tax-Free Reserves (CTFR)
|
|
Maximum |
Maximum |
|
|
Front-End |
12b-1 Fee* |
|
|
Sales Charge* |
|
|
CTFR Money Market Portfolio |
N/A |
N/A |
|
Calvert Tax-Free Bond Fund |
3.75% |
0.35% |
* Each CTFR series currently has a single class. CTFR Money Market Portfolio’s single class is designated Class O.
Exhibit II
The Calvert Fund (TCF)
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A Front- |
Class A |
Class C |
Class R |
|
|
End Sales Charge |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
Calvert Income Fund |
3.75% |
0.50% |
1.00% |
0.75% |
|
Calvert Short Duration Income Fund |
2.75% |
0.50% |
1.00% |
N/A |
|
Calvert Long-Term Income Fund |
3.75% |
0.50% |
1.00% |
N/A |
|
Calvert Ultra-Short Income Fund |
1.25% |
0.50% |
1.00% |
N/A |
|
Calvert Government Fund |
3.75% |
0.25% |
1.00% |
N/A |
|
|
|
|
|
|
|
Calvert High Yield Bond Fund |
4.25% |
0.25% |
N/A |
N/A |
FOR CALVERT INCOME FUND & CALVERT LONG-TERM INCOME FUND ONLY:
Class B Maximum 12b-1 Fee equals 1.00%.
|
|
Income & |
|
Class B |
Long-Term |
Contingent Deferred Sales Charge |
Income |
|
Shares held less than one year after purchase |
4% |
|
At least one year but less than two years |
3% |
|
At least two years but less than three years |
2% |
|
At least three years but less than four years |
1% |
|
At least four years but less than five years |
--- |
|
At least five years but less than six years |
--- |
|
Converts automatically to Class A after |
6 yrs. |
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
Exhibit II
Calvert World Values Fund, Inc. (CWVF)
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A |
Class A |
Class B |
Class C |
|
|
Front-End |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
|
Sales Charge |
|
|
|
|
Calvert International Equity Fund |
4.75% |
0.35% |
1.00% |
1.00% |
|
Calvert Capital Accumulation Fund |
4.75% |
0.35% |
1.00% |
1.00% |
|
Calvert International Opportunities Fund |
4.75% |
0.50% |
1.00% |
1.00% |
|
|
CWVF International Equity, |
|
Class B |
Calvert Capital Accumulation |
|
Contingent Deferred Sales Charge |
& Calvert International Opportunities |
|
Shares held less than one year after purchase |
5% |
|
At least one year but less than two years |
4% |
|
At least two years but less than three years |
4% |
|
At least three years but less than four years |
3% |
|
At least four years but less than five years |
2% |
|
At least five years but less than six years |
1% |
|
More than six years |
None |
|
Converts to Class A after |
8 yrs. |
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
Exhibit II
First Variable Rate Fund for Government Income
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class O |
Class O |
Class B |
Class C |
|
|
Front-End |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
|
Sales Charge |
|
|
|
|
Calvert First Government Money Market Fund |
N/A |
N/A |
1.00% |
1.00% |
Class B & Class C
Contingent Deferred Sales Charges
A CDSC of up to 5% is imposed on the proceeds of Class B shares according to the CDSC schedule of the Fund in which the Class B shares were originally purchased. That charge is imposed as a percentage of net asset value at the time of purchase or redemption, whichever is less.
A CDSC of 1% is imposed on the proceeds of Class C shares redeemed within one year of the purchase of the Class C shares in the original Fund. That charge is imposed as a percentage of net asset value at the time of purchase or redemption, whichever is less.
Class B shares will automatically convert to Class O shares, according to the conversion schedule of the Class B shares of the original Fund.
Exhibit II
Calvert Social Index Series, Inc.
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A |
Class A |
Class B |
Class C |
|
|
Front-End |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
|
Sales Charge |
|
|
|
|
Calvert Social Index Fund |
4.75% |
0.35% |
1.00% |
1.00% |
|
Class B |
Calvert Social |
|
Contingent Deferred Sales Charge |
Index Fund |
|
Shares held less than one year after purchase |
5% |
|
At least one year but less than two years |
4% |
|
At least two years but less than three years |
4% |
|
At least three years but less than four years |
3% |
|
At least four years but less than five years |
2% |
|
At least five years but less than six years |
1% |
|
Converts to Class A after |
8 yrs. |
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
Exhibit II
Calvert Impact Fund, Inc.
|
|
Maximum Class A |
|
|
Front-End Sales Charge |
|
Calvert Large Cap Growth Fund |
4.75% |
|
Calvert Small Cap Fund |
4.75% |
|
Calvert Global Alternative Energy Fund |
4.75% |
|
Calvert Global Water Fund |
4.75% |
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A |
Class B |
Class C |
Class R |
|
|
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
Calvert Large Cap Growth Fund |
0.35% |
1.00% |
1.00% |
N/A |
|
Calvert Small Cap Fund |
0.35% |
1.00% |
1.00% |
N/A |
|
Calvert Global Alternative Energy Fund |
0.50% |
1.00% |
1.00% |
N/A |
|
Calvert Global Water Fund |
0.50% |
N/A |
1.00% |
N/A |
|
|
Large Cap Growth, Mid Cap |
|
Class B |
Value, Small Cap & |
|
Contingent Deferred Sales Charge |
Global Alternative Energy |
|
Shares held less than one year after purchase |
5% |
|
At least one year but less than two years |
4% |
|
At least two years but less than three years |
4% |
|
At least three years but less than four years |
3% |
|
At least four years but less than five years |
2% |
|
At least five years but less than six years |
1% |
|
More than six years |
None |
|
Converts to Class A after |
8 yrs. |
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
|
|
Maximum Class A |
|
|
Front-End Sales Charge |
|
Calvert Large Cap Value Fund |
4.75% |
|
|
Maximum |
Maximum |
Maximum |
Maximum |
|
|
Class A |
Class B |
Class C |
Class R |
|
|
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
12b-1 Fee |
|
Calvert Large Cap Value Fund |
0.50% |
N/A |
1.00% |
N/A |
Class C Contingent
Deferred Sales Charge
1.00%
(if redeemed within one year of purchase)
Exhibit II
Calvert Variable Products, Inc.
|
|
Maximum Class I |
|
|
Front-End Sales Charge |
|
Calvert VP S&P MidCap 400 Index Portfolio |
N/A |
|
Calvert VP Russell 2000 Small Cap Index Portfolio |
N/A |
|
Calvert VP EAFE International Index Portfolio |
N/A |
|
|
Maximum |
Maximum |
|
|
Class I |
Class F |
|
|
12b-1 Fee |
12b-1 Fee |
|
Calvert VP S&P MidCap 400 Index Portfolio |
N/A |
0.20% |
|
Calvert VP Russell 2000 Small Cap Index Portfolio |
N/A |
0.20% |
|
Calvert VP EAFE International Index Portfolio |
N/A |
0.20% |
Exhibit III
Closing of Class B Shares to New Purchases
|
CALVERT SOCIAL INVESTMENT FUND |
Calvert Balanced, Calvert Equity, Calvert Enhanced Equity and Calvert Bond Portfolios |
|
CALVERT SOCIAL INDEX SERIES, INC. |
Calvert Social Index Fund |
|
CALVERT IMPACT FUND, INC. |
Calvert Large Cap Growth Fund |
|
CALVERT WORLD VALUES FUND, INC. |
Calvert Capital Accumulation Fund and Calvert International Equity Fund |
|
THE CALVERT FUND |
Calvert Income Fund |
|
FIRST VARIABLE RATE FUND FOR GOVERNMENT INCOME |
Calvert First Government Money Market Fund |
Pursuant to approval of the Boards of Directors/Trustees of Calvert Social Investment Fund, Calvert Social Index Series, Inc., Calvert Impact Fund, Inc., Calvert World Values Fund, Inc., The Calvert Fund, and First Variable Rate Fund for Government Income on December 8 and 9, 2009, and effective as of the close of business (4 p.m. ET) on February 26, 2010 (the “Close Time”), Class B shares of the Calvert Funds referenced above (each a “Fund”) are no longer offered for purchase, except through reinvestment of dividends and/or distributions and through exchanges. (Class B shares of Calvert First Government Money Market Fund are available only by exchange from Class B shares of another Calvert Fund.)
After the Close Time:
Initial or additional purchase requests for a Fund’s Class B shares received after the Close Time are rejected, unless they relate to reinvestment of dividends and/or capital gain distributions by existing Class B shareholders, or exchanges from existing accounts in Class B shares of other Funds.
Shareholders who invested in Class B shares of a Fund prior to the Close Time may continue to hold their shares until they automatically convert to Class A shares (Class O shares for Calvert First Government Money Market Fund) under the existing conversion schedule set forth in the Fund’s Prospectus with respect to Class B shares. Shareholders may redeem their Class B shares as described in the Fund’s Prospectus. A contingent deferred sales charge may be required.
Class B shareholders may continue to reinvest dividends and/or capital gain distributions into their Class B accounts in accordance with existing policies described in each Fund’s Prospectus. Class B shareholders of a Fund may also continue to exchange their shares for Class B shares of other Funds as permitted by existing exchange privileges.
For Class B shares of a Fund outstanding as of the Close Time, all other features of Class B shares, as described in the Fund’s Prospectus, including contingent deferred sales charge schedules, Rule 12b-1 distribution and service fees, and conversion features, remain unchanged and continue in effect after the Close Time.