POS EX 1 cmsposexfiled101116doc.htm POS EX CMS POS EX Filed 101116 Combined Document


SEC Registration Nos.
002-69565 and 811-03101

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
 
 
 
 
 
 
 
THE SECURITIES ACT OF 1933
 
 
 
 
Post-Effective Amendment No. 79
 
x
and/or
REGISTRATION STATEMENT
UNDER
 
 
 
 
 
 
 
THE INVESTMENT COMPANY ACT OF 1940
 
 
 
 
Amendment No. 79
 
x


Calvert Management Series

(Exact Name of Registrant as Specified in Charter)

4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814
(Address of Principal Executive Offices)

Registrant's Telephone Number: (301) 951-4881

John H. Streur
4550 Montgomery Avenue
Suite 1000N
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:
N-1A Facing Page
Part C of the Registration Statement (including signature page)
Exhibits (as indicated below)
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. 77 to this Registration Statement, as filed on April 28, 2016.



 


PART C. OTHER INFORMATION
Item 28. Exhibits:
(a)(1)
Declaration of Trust for the Registrant (formerly, Calvert Tax-Free Reserves) dated October 20, 1980 is filed herewith.
 
 
(a)(2)
Supplemental Declaration of Trust to the Declaration of Trust of the Registrant (formerly, Calvert Tax-Free Reserves) dated June 4, 2014 is filed herewith.
 
 
(b)
Amended and Re-stated By-Laws of the Registrant, adopted December 2014, filed herewith.
 
 
(c)
Instruments Defining Rights of Security Holders (not applicable).
 
 
(d)
Investment Advisory Agreement (CIM) incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Investment Advisory Agreement Schedule A incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Addendum to Investment Advisory Agreement, incorporated by reference to Post-Effective Amendment No. 73, dated April 29, 2015, accession number 0000319676-15-000017.
Investment Advisory Agreement, Revised and Restated Schedule A, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
Addendum to Investment Advisory Agreement, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
Addendum to Investment Advisory Agreement, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(e)
Underwriting (Distribution) Agreement with Schedules I, II and III, incorporated by reference to Post-Effective Amendment No. 63, dated May 25, 2011, accession number 0000319676-11-000013.
Amendment to Underwriting (Distribution) Agreement, incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Distribution Agreement Addendum to Schedules II and III, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
 
 
(f)
Deferred Compensation Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 49, April 27, 2000, accession number 0000319676-00-000004.
 
 
(g)
Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 50, April 27, 2001, accession number 0000930661-01-500295.
Amendment to Master Custodial Contract, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(h) (1)
Amended Master Transfer Agency and Service Agreement, incorporated by reference to Post-Effective Amendment No. 57, dated April 29, 2008, accession number 0000319676-08-000004.
Amendment to Master Transfer Agency and Service Agreement, incorporated by reference to Post-Effective Amendment No. 66, dated April 29, 2013, accession number 0000319676-13-000003.
Amendment to Master Transfer Agency and Service Agreement, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(h) (2)
Sub-Transfer Agency and Service Agreement incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
 
 
(h) (3)
Amended and Restated Servicing Agreement, incorporated by reference to Post-Effective Amendment No. 66, dated April 29, 2013, accession number 0000319676-13-000003.
 
 
(h) (4)
Administrative Services Agreement incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Administrative Services Agreement Schedule A, incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Amendment to Administrative Services Agreement, incorporated by reference to Post-Effective Amendment No. 64, dated April 27, 2012, accession number 0000319676-12-000004.
Administrative Services Agreement Revised and Restated Schedule A, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
Amendment to Administrative Services Agreement, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 




(h) (5)
Administration Agreement, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
Amendment to Administration Agreement, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(i)
Opinion and Consent of Counsel, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(j)
Consent of Independent Auditors to use of Report, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(k)
Omitted Financial Statements, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
 
 
(l)
Initial Capital Agreements.
 
 
(m) (1)
Plan of Distribution for Class A, incorporated by reference to Post-Effective Amendment No. 49, dated April 27, 2000, accession number 0000319676-00-000004.
Plan Schedule A for Class A, incorporated by reference to Post-Effective Amendment No. 49, dated April 27, 2000, accession number 0000319676-00-000004.
 
 
(m) (2)
Plan of Distribution for Class B & C, incorporated by reference to Post-Effective Amendment No. 55, dated April 28, 2006, accession number 0000319676-06-000010.
Plan Schedule A for Class B & C, incorporated by reference to Post-Effective Amendment No. 56, dated April 30, 2007, accession number 0000319676-07-000005.
Class C Distribution Plan Addendum to Schedule B, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
 
 
(n)
Amended and Restated Rule 18f-3 Multiple-class Plan, incorporated by reference to Post-Effective Amendment No. 71, dated September 24, 2014, accession number 0000319676-14-000039.
Amendment to Rule 18f-3 Multiple-class Plan, incorporated by reference to Post-Effective Amendment No. 75, dated July 14, 2015, accession number 0000319676-15-000043.
 
 
(o)
Not applicable.
 
 
(p)
Amended Code of Ethics for Calvert Funds et al., dated October 2015 as revised January 2016, filed herewith.
 
 
(q)
Power of Attorney Forms, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.
Item 29. Persons Controlled by or Under Common Control With Registrant
Not applicable.
Item 30. Indemnification

Registrant's By-Laws, Item 28(b) of this Registration Statement, provides, in summary, that officers and trustees/directors shall be indemnified by Registrant against liabilities and expenses incurred by such persons in connection with actions, suits, or proceedings arising out of their offices or duties of employment, except that no indemnification can be made to such a person if he has been adjudged liable of willful misfeasance, bad faith, gross negligence, or reckless disregard of his duties. In the absence of such an adjudication, the determination of eligibility for indemnification shall be made by independent counsel in a written opinion or by the vote of a majority of a quorum of 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 an insurance policy, providing Registrant with trustees/directors and officers liability coverage, plus excess trustees/directors and officers liability coverage for the independent trustees/directors only. Registrant also maintains an Investment Company Blanket Bond. 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 disinterested Fund trustees/directors.





Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “1933 Act”), may be permitted to directors, trustees, officers and controlling persons of the Registrant and the principal underwriter pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, trustee, officer, or controlling person of the Registrant and the principal underwriter in connection with the successful defense of any action, suite or proceeding) is asserted against the Registrant by such director, trustee, officer or controlling person or principal underwriter in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.


Item 31. Business and Other Connections of Investment Adviser
Name
Name of Company, Principal Business and Address
Capacity
John H. Streur
 
 
 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Responsible Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer,
Trustee/
Director
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
Vicki L. Benjamin
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 




 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
and
Director
 
 
 
 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Responsible Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Andrew K. Niebler
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 




 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Responsible Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Robert D. Benson
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Responsible Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Patrick Faul
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
John Nichols
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Vishal Khanduja
 
 




 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Thomas A. Dailey
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Variable Series, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Robert J. Enderson
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Marybeth Pilat
 
 
 
Calvert Investments, Inc.
Holding Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Administrative Services, Inc.
Service Company
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Investment Services, Inc.
Shareholder Servicing Agent
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer




 
 
 
 
Calvert Investment Distributors, Inc.
Broker-Dealer
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
 
Calvert Management Series
Calvert Social Investment Fund
The Calvert Fund
Calvert Responsible Index Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Series, Inc.
Calvert World Values Fund, Inc.
Calvert Variable Products, Inc.
  Investment Companies
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Stu Dalheim
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Laurie Webster
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer
 
 
 
Erica Lasdon
 
 
 
Calvert Investment Management, Inc.
Investment Advisor
4550 Montgomery Avenue
Bethesda, Maryland 20814
Officer

Item 32. Principal Underwriters
(a) Registrant's principal underwriter underwrites shares of the following investment companies other than Registrant:
Calvert Social Investment Fund
The Calvert Fund
Calvert World Values Fund, Inc.
Calvert Responsible Index Series, Inc.
Calvert Variable Series, Inc.
Calvert Impact Fund, Inc.
Calvert Variable Products, Inc.
(b) Positions of Underwriter's Officers and Directors




Name and Principal Business Address*
Position(s) and Offices
with Underwriter
Position(s) and Offices
with Registrant
John H. Streur
Director and Chief Executive
Officer
Director and President
Vicki L. Benjamin
Director, Executive Vice President, Chief Financial Officer, Chief Operating Officer, and Treasurer
Treasurer
Robert J. Enderson
Vice President, Corporate Finance, and Assistant Treasurer
Assistant Treasurer
Marybeth Pilat
Assistant Treasurer and Anti-Money Laundering Officer
Fund Controller and Assistant Treasurer
Alex Smith
Vice President, Investor Dealer Services
None
Sonya Sbar
Vice President
None
Anthony Eames
Senior Vice President
None
Andrew Niebler
Assistant Secretary and
Assistant Vice President
Assistant Secretary and
Assistant Vice President
Robert D. Benson
Assistant Secretary
and Assistant Vice President
Assistant Secretary
and Assistant Vice President
*4550 Montgomery Avenue Bethesda, Maryland 20814
(c) Inapplicable.

Item 33. Location of Accounts and Records
Vicki L. Benjamin, Treasurer
and
Andrew K. Niebler, Secretary
Calvert Management Series
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 11th day of October 2016.
CALVERT MANAGEMENT SERIES
_______________**__________________
John H. Streur
President and Trustee

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 11th day of October 2016 by the following persons in the capacities indicated.
Signature
Title
__________**____________
John H. Streur
President and Trustee
(Principal Executive Officer)
 
 
__________**____________
Vicki L. Benjamin
Treasurer
(Principal Accounting Officer)
 
 
__________**____________
Richard L. Baird, Jr.
Trustee
 
 
__________**____________
Douglas E. Feldman
Trustee
 
 
__________**____________
John G. Guffey, Jr.
Trustee
 
 
__________**____________
M. Charito Kruvant
Trustee
 
 
__________**____________
D. Wayne Silby
Trustee
 
 
 __________**____________
Anthony A. Williams
Trustee


**By: /s/ Andrew K. Niebler
Andrew K. Niebler

Executed by Andrew K. Niebler, Attorney-in-fact on behalf of those indicated, pursuant to Power of Attorney Forms, incorporated by reference to Post-Effective Amendment No. 77, dated April 28, 2016, accession number 0000319676-16-000095.




Calvert Management Series
Post-Effective Amendment No. 79
Registration No. 002-69565
EXHIBIT INDEX
Exhibit No.
Description
28(a)(1)
Declaration of Trust
28(a)(2)
Supplemental Declaration of Trust
28(b)
Amended and Restated By-Laws
28(p)
Amended Code of Ethics for Calvert Funds et al.