December 30, 2020
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| RE: | PRE 14A Filing for the Registrants Listed on Appendix A |
| (each, a “Registrant” and, collectively, the “Registrants”) |
Dear Ms. Larkin:
This letter responds to comments you provided to the undersigned via telephone on December 28, 2020 in connection with your review of the Registrants’ preliminary proxy statement (the “Preliminary Proxy Statement”) on Schedule 14A pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), filed on December 18, 2020 (Accession No. 0000940394-20-001607). We have reproduced each comment below and immediately thereafter provided the Registrants’ response. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Preliminary Proxy Statement.
| 1. | Comment: In the shareholder letter included in the Preliminary Proxy Statement, the Staff notes the inclusion of the following language: |
On October 7, 2020, EVC entered into a definitive agreement with Morgan Stanley, a leading global financial services firm providing a wide range of investment banking, securities, wealth management, and investment management services, pursuant to which Morgan Stanley will acquire EVC (the “Transaction”), subject to the completion or waiver of various conditions (the “Closing”).
Please either confirm that “Morgan Stanley” is the legal name of the entity that will acquire EVC pursuant to the definitive agreement referenced above, or define “Morgan Stanley” in the Definitive Proxy Statement.
Response: The Registrants confirm that the legal name of the entity that will acquire EVC is Morgan Stanley.
| 2. | Comment: The Preliminary Proxy Statement referenced the possibility of a virtual meeting. Please confirm that the Registrants are aware that the staff of the Divisions of Corporation Finance and Investment Management has issued guidance titled “Staff Guidance for Conducting Shareholder Meetings in Light of COVID-19 Concerns” (the “Guidance”). |
Response: The Registrants confirm that they are aware of the Guidance.
| 3. | Comment: Please either confirm that any provisions added to the proposed agreements with respect to governing law would not result in any substantive changes in the rights currently afforded to Fund shareholders, or describe any such substantive changes. |
Response: The Registrants confirm that the provisions in the proposed agreements with respect to governing law do not materially alter the rights currently afforded to shareholders under the current agreements. The Registrants note that both the current and proposed investment advisory agreements and investment sub-advisory agreements are governed by the laws of the Commonwealth of Massachusetts.
| 4. | Comment: Please address supplementally how Morgan Stanley, the Advisers and, as applicable, the Sub-Advisers will ensure compliance with Section 15(f) of the 1940 Act with respect to the Transaction. |
Response: As discussed in Appendix H to the Definitive Proxy Statement, in considering the proposed new agreements, each Fund’s Board considered (i) a commitment that, for a period of three years after the Closing, at least 75% of each Fund’s Board members must not be “interested persons” (as defined in the 1940 Act) of the investment adviser (or predecessor investment adviser, if applicable) pursuant to Section 15(f)(1)(A) of the 1940 Act and (ii) Morgan Stanley’s commitment to use its reasonable best efforts to ensure that it did not impose any “unfair burden” (as that term is used in Section 15(f)(1)(B) of the 1940 Act) on the Funds as a result of the Transaction.
If you have any questions or comments concerning the foregoing or the enclosed, please contact the undersigned at 617-672-8878.
Very truly yours,
/s/ Michael Keane
Michael Keane
Vice President, Counsel
Appendix A
| Registrant | 1933 Act File Number | Investment Company Act of 1940 File Number |
| Calvert Impact Fund, Inc. | 333-44064 | 811-10045 |
| Calvert Management Series | 002-69565 | 811-03101 |
| Calvert Responsible Index Series, Inc. | 333-34122 | 811-09877 |
| Calvert Social Investment Fund | 002-75106 | 811-03334 |
| Calvert Variable Products, Inc. | 002-90309 | 811-04000 |
| Calvert Variable Series, Inc. | 002-80154 | 811-03591 |
| Calvert World Values Fund, Inc. | 033-45829 | 811-06563 |
| The Calvert Fund | 002-76510 | 811-03416 |