Securities Act File No. 333-269444
As filed with the Securities and Exchange Commission on September 26, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. | ☐ | |||
Post-Effective Amendment No. 2 | ☒ |
CALVERT MANAGEMENT SERIES
(Exact Name of Registrant as Specified in Charter)
1825 Connecticut Ave NW, Suite 400, Washington, DC 20009
(Address of Principal Executive Offices)
(202) 238-2200
(Registrant’s Telephone Number, Including Area Code)
Deidre Walsh
Two International Place
Boston, Massachusetts 02110
(Name and Address of Agent for Service)
Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the Securities and Exchange Commission.
Title of Securities Being Registered:
Classes A and I of Calvert Global Equity Fund, a series of the Registrant.
Classes A, C and I of Calvert Global Small-Cap Equity Fund, a series of the Registrant.
Classes A, C and I of Calvert Small/Mid-Cap Fund, a series of the Registrant.
No filing fee is required because an indefinite amount of the Registrant’s securities has previously been registered under the Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act of 1940.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-14 hereby incorporates Part A and Part B from the Registrant’s Post-Effective Amendment No. 1 to its Registration Statement on Form N-14 filed on March 1, 2023 (SEC Accession No. 0001193125-23-056287). This Post-Effective Amendment No. 2 is being filed for the purpose of adding the final tax opinions for Calvert Global Equity Fund and Eaton Vance Focused Global Opportunities Fund, Calvert Global Small-Cap Equity Fund and Eaton Vance Global Small-Cap Equity Fund, and Calvert Small/Mid-Cap Fund and Eaton Vance Special Equities Fund, and other exhibits to Part C of the Registration Statement.
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PART C: OTHER INFORMATION
Item 15. Indemnification
Article XI, Section 4 of the Registrant’s Declaration of Trust provides that the Registrant, out of the Registrant’s assets, shall indemnify every person who is or has been a Trustee, officer, employee or agent of the Registrant and every person who serves at the Registrant’s request as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Registrant to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him in connection with any debt, claim, action, demand, suit, proceeding, judgment, decree, liability or obligation of any kind in which he becomes involved as a party or otherwise or is threatened by virtue of his being or having been a Trustee, officer, employee or agent of the Registrant or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Registrant against amounts paid or incurred by him in the compromise or settlement thereof.
No indemnification shall be provided to any person hereunder against any liabilities to the Registrant or its shareholders adjudicated to have been incurred by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such person’s office.
Article V, Section 1(t) of the Registrant’s Declaration of Trust, and Article IX, Section 3 of the Registrant’s By-Laws, provide that the Registrant’s Trustees are permitted to purchase insurance of any kind, including, without limitation, insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a trustee, director, officer, agent or employee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such.
In addition, indemnification against certain liabilities of the Registrant’s trustees and officers and/or the Registrant’s administrator, principal underwriter, transfer agent, custodian and other service providers are provided in: (1) Section 5 of the Administrative Services Agreement between the Registrant and Calvert Research and Management; (2) Section 4 of the Master Distribution Agreement between the Registrant and Eaton Vance Distributors, Inc.; (3) Section 14 of the Master Custodian Agreement between the Registrant and State Street Bank and Trust Company; (4) Section 12 of the Securities Lending Authorization Agreement between the Registrant and State Street Bank and Trust Company; and (5) Section 8 of the Administration Agreement between the Registrant and State Street Bank and Trust Company. Generally, such indemnification does not apply to any liabilities by reason of willful misfeasance, bad faith or gross negligence and reckless disregard of duties. These Agreements are incorporated herein by reference to Item 15.
Item 16. Exhibits
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization—included as Appendix A to Part A.
(5) Instruments defining the rights of security holders with respect to the Registrant are contained in the Amended and Restated Declaration of Trust (with subsequent amendments) and Bylaws are filed herewith as Exhibits 16(1) and 16(2).
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(10)
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(13)
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(15) Not applicable.
(17) Not applicable.
(18) Not applicable.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file an opinion of counsel supporting the tax consequences of the proposed reorganization as an amendment to this registration statement within a reasonable time after receipt of such opinion.
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SIGNATURE PAGE
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of Boston and The Commonwealth of Massachusetts on the 26th day of September, 2023.
CALVERT MANAGEMENT SERIES | ||
By: | Theodore H. Eliopoulos* | |
Theodore H. Eliopoulos, President |
As required by the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | |||||||||
Theodore H. Eliopoulos* Theodore H. Eliopoulos* | President and Trustee | |||||||||
James F. Kirchner* James F. Kirchner |
| Treasurer (Principal Financial and Accounting Officer) |
Signature | Title | Signature | Title | |||||||
Richard L. Baird, Jr.* Richard L. Baird, Jr. | Trustee |
| Miles D. Harper, III* Miles D. Harper, III | Trustee | ||||||
Alice Gresham Bullock * Alice Gresham Bullock | Trustee | Joy V. Jones* Joy V. Jones | Trustee | |||||||
Cari M. Dominguez* Cari M. Dominguez | Trustee | Anthony A. Williams* Anthony A. Williams | Trustee | |||||||
John G. Guffey, Jr.* John G. Guffey, Jr. | Trustee |
*By: | /s/ Deidre E. Walsh | |
Deidre E. Walsh (As attorney-in-fact) |
EXHIBIT INDEX
The following exhibits are filed as a part of this Registration Statement: