DEF 14C 1 cwvfdef14c032202.htm CWVF INTL EQUITY DEFINITIVE INFORMATION STATEMENT The Calvert Fund

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(Name of Registrant as Specified in Its Charter)

Calvert World Values Fund, Inc.

International Equity Fund

 

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CALVERT WORLD VALUES FUND, INC.

INTERNATIONAL EQUITY FUND

4550 Montgomery Avenue, Suite 1000N

Bethesda, Maryland 20814

 

INFORMATION STATEMENT

REGARDING A CHANGE TO THE FUND'S SUBADVISOR

This Information Statement is being supplied to all shareholders of the Calvert World Values Fund, Inc., International Equity Fund (the "Fund"). Pursuant to an exemptive order granted by the United States Securities and Exchange Commission on December 17, 1996, the Fund and Calvert Asset Management Company, Inc. (the "Advisor" or "CAMCO"), the Fund's investment adviser may enter into and materially amend the Investment Subadvisory Agreement without shareholder approval.

The rationale for this grant of authority is that the Advisor's constant supervision of the subadvisor permits the proportion of shareholders' assets subject to particular subadvisor styles to be reallocated (or, as is the case here, a new subadvisor introduced) in response to changing market conditions or subadvisor performance, in an attempt to improve the Fund's overall performance. In essence, the exemptive order permits the Advisor to select the subadvisor best suited to achieve the Fund's investment objective.

Obtaining shareholder approval of a new subadvisor and investment subadvisory agreement imposes costs on the Fund without advancing shareholder interests. Shareholders' interests are adequately protected by their voting rights with respect to the investment advisory agreement and the responsibilities assumed by the Advisor and the Fund's Board of Directors. Further, it has become increasingly difficult to obtain shareholder quorums for shareholder meetings.

Accordingly, pursuant to the exemptive order, as discussed above, as well as disclosed in the Prospectus and Statement of Additional Information for the Fund, both dated January 31, 2002, and following a change to the management of the Fund, the Fund is providing information about the new subadvisor. We are not asking you for a proxy and you are requested not to send us a proxy.

This Information Statement is expected to be mailed to shareholders of record on or about March 22, 2002.

Shareholders of the Fund of record at the close of business on February 28, 2002 ("record date") are entitled to receive this Information Statement.

As of February 28, 2002 the following shareholder owned of record 5% or more of the shares of the Fund:

Charles Schwab & Company, Inc., Reinvest Acct.

Prudential Securities, Inc. FBO

Attn: Mutual Fund Dept.

H. Dean Bouland, TTEE, Veritas TR A

101 Montgomery Street

201 N. Charles Street, Suite 2400

San Francisco, CA 94104-4122

Baltimore, MD 21201-4110

owns 12.53% of Class A

owns 7.17% of Class C

   

MLPF&S For the Sole Benefit of its Customers

National City Bank Trustee

Attn: Fund Administration

Sisters of the Third Order of St. Francis

4800 Deer Lake Drive E, Fl 3

P.O. Box 94984

Jacksonville, FL 32246-6484

Cleveland, OH 44101-4984

owns 7.28% of Class B

owns 67.03% of Class I

   

 

Key Trust Company C/F

Congregation of Sisters of St. Agnes

P. O. Box 94871

Cleveland, OH 44101-4871

owns 23.84% of Class I

Background. CAMCO serves as investment advisor to the Fund and to several other registered investment companies in the Calvert Family of Funds. Calvert Distributors, Inc. ("CDI") serves as the principal underwriter to the Fund. Calvert Administrative Services Company ("CASC") has been retained by the Fund to provide certain administrative services necessary to the conduct of its affairs. CAMCO, CDI and CASC are located at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, and are indirectly wholly owned subsidiaries of Ameritas Acacia Mutual Holding Company.

The Advisor has traditionally contracted out investment subadvisory services for the Fund. Under the investment subadvisory agreement, the subadvisor furnishes to the Fund an investment program, making investment decisions and placing orders for the purchase and sale of portfolio securities. From the Fund's inception through March 8, 2002, the Fund's subadvisor had been Aberdeen Asset Management PLC ("Aberdeen") (formerly, Murray Johnstone International, Ltd.) Aberdeen's principal business office in the United States is 875 North Michigan Avenue, Suite 3415, Chicago, Illinois 60611.

The prior investment subadvisory agreement with Aberdeen as it relates to the Fund was dated May 3, 2001. Under the subadvisory agreement, Aberdeen received a fee from the Advisor based on a percentage of the Fund's average daily net assets of 0.45% of assets up to $250 million; 0.425% of the next $250 million in assets; and 0.40% of the assets in excess of $500 million. For the Fund's most recent fiscal year ended September 30, 2001, $860,483.35 in fees were paid to Aberdeen.

At a meeting of the Board of Directors held on March 6, 2002, acting pursuant to the exemptive order discussed above, the Board terminated Aberdeen as the subadvisor to the Fund effective March 8, 2002. In connection with this, the Board determined that shareholders may benefit from the services of a different investment subadvisor whose management style might better achieve the Fund's objective of high total return, with a goal of maximizing portfolio returns. After careful consideration by the Advisor of a pool of very highly qualified candidates, the Advisor recommended, and the Board selected, Grantham, Mayo, Van Otterloo & Co. LLC ("GMO") as the new subadvisor for the Fund. Pursuant to this action, the Board also determined to deliver this Information Statement to the Fund's shareholders.

The Advisor's approach in selecting sub-advisors is to select the manager that is the best fit for the Fund, with proven expertise in their investment area. As Calvert continues moving socially responsible investing to the mainstream, it is critical that the sub-advisors' strategies complement Calvert's philosophy and goals. CAMCO thus selected GMO for its investment philosophy, disciplined strategy, and track record of delivering strong investment performance while limiting volatility and managing risk.

Investment Subadvisor. Grantham, Mayo, Van Otterloo & Co. LLC (40 Rowes Wharf, Boston, Massachusetts 02110) now serves as the investment subadvisor to the Fund. As of February 28, 2002, GMO had $23,074,209,262 in assets under management worldwide.

Thomas Hancock and Christopher M. Darnell co-head the portfolio management team for the Fund. Mr. Hancock joined the firm in 1995, serving as a research analyst. He became a member of the firm in 2000 and is currently engaged in global quantitative equities portfolio management. Prior to joining the firm, he was a research scientist at Siemens and a software engineer at IBM. Mr. Hancock attended Rensselaer Polytechnic Institute (B.S.) and Harvard University (Ph.D.).

Mr. Darnell joined the firm in 1979, serving as a research analyst. He became a member of the firm in 1984 and Head of Quantitative Research in 1996. He has also served as Chief Investment Officer of Quantitative Investment Products and Chairman of the U.S. Equity Investment Policy Group at GMO. Prior to joining the firm, Mr. Darnell attended Yale University (B.A.) and Harvard University (M.B.A.).

GMO's philosophy is to create a disciplined portfolio that uses fundamental investment principles and quantitative applications to provide broad international equity exposure, while controlling risk relative to the MSCI EAFE benchmark.

GMO currently provides investment advisory services to certain other mutual funds with investment objectives similar to that of the Fund:

 

Mutual Fund

Assets Under

Management

Annual Management Fees

     

Calvert Variable Series,

$10,873,000

0.45% of the average daily net assets up to and including

Inc. Social International

 

$250 million; 0.425% of the average daily net assets

Equity Portfolio

 

over $250 million and up to and including $500 million;

   

and 0.400% of such average daily net assets in excess

   

of $500 million

     

GMO International

$47,083,619

0.40% of average daily net assets

Disciplined Equity Fund

   
     

GMO International

$1,314,407,497

0.54% of average daily net assets

Intrinsic Value Fund

   

With respect to these other mutual funds, GMO has not waived, reduced, or otherwise agreed to reduce its compensation under the applicable investment management contracts.

GMO's principal business address is 40 Rowes Wharf, Boston, MA 02110, and its executive officers are as follows:

Name and Title

With GMO

Principal Occupation

Name and Title

With GMO

Principal Occupation

       

Robert Jeremy Goltho

GMO Board Member;

Ann Mari Spruill,

Management

Grantham, Member

Member/Owner

Member

Committee;

     

Member/Owner

Richard Arthur Mayo,

GMO Board Member;

   

Capital Member

Capital Member/Owner

Thomas Franklin

Investment Director;

   

Cooper, Member

Member/Owner

Eyk Alexander De Mol

GMO Board Member;

   

Van Oterloo, Member

Member/Owner

Jui Lian Lai,

Investment Director;

   

Member

Member/Owner

John William

Chairman, GMO Board;

   

Rosenblum, Member

Member/Owner

William Raymond

General Counsel;

   

Royer, General Counsel

Member/Owner

Christopher Darnell,

GMO Board Member;

and Member

 

Member

Member/Owner

   
   

Benjamin Louis Inker,

Management

Jon Lewis Hagler,

GMO Board Member;

Member

Committee;

Member

Member/Owner

 

Member/Owner

 

Name and Title

With GMO

Principal Occupation

Name and Title

With GMO

Principal Occupation

       

Paul Woolley,

GMO Board Member;

Anthony William Ryan,

Management

Member

Member/Owner

Member and Director

Committee;

   

of Marketing/Client

Member/Owner

Scott Evan Eston,

Chairman, Management

Services

 

Member

Committee;

   
 

Member/Owner

Julie L. Perniola,

Compliance Officer

   

Compliance Officer

 

Forrest Carlson

Management

   

Berkley, Member

Committee;

Kirk Ott,

Portfolio Manager

 

Member/Owner

Member

 
       

Arjun Bhagwan

Management

Robert M. Soucy,

Portfolio Manager

Divecha, Member

Committee;

Member

 
 

Member/Owner

   
   

Richard E. Dahlberg,

Portfolio Manager

William Lloyd

Management

Portfolio Manager

 

Nemerever, Member

Committee;

   
 

Member/Owner

Edmond G. Choi,

Portfolio Manager

   

Portfolio Manager

 

The Fund's investment objective and policies have not changed as a result of the change in subadvisor. The Fund seeks to provide a high total return consistent with reasonable risk by investing primarily in a diversified portfolio of stocks that meet the Fund's investment and social criteria. The primary difference between GMO and Aberdeen is that the former manager used a top-down approach to portfolio construction, emphasizing country allocations based on global economic outlook and political climate. GMO's approach emphasizes bottom-up stock analysis and portfolio construction. In addition to hands-on, traditional fundamental analysis, GMO uses three distinct analytical models for constructing portfolios.

Investment Subadvisory Agreement. The Investment Subadvisory Agreement (the "Subadvisory Agreement") between the Advisor and GMO contains the same material terms as governed the Advisor's arrangement with Aberdeen. GMO's fee for subadvisory services is paid by the Advisor. Under the Subadvisory Agreement, GMO receives a fee, payable monthly, of 0.45% of the average daily assets up to and including $250 million; 0.425% of the average daily net assets over $250 million and up to and including $500 million; and 0.400% of such average daily net assets in excess of $500 million.

Annual Reports. The audited Annual Report to Shareholders of the Fund is incorporated by reference into this Information Statement. Copies of the Annual Report and the most recent semi-annual report succeeding the annual report may be obtained without charge by writing to the Fund at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814 or by calling (800) 368-2745.