SEC Registration Nos.
Nos. 33-45829 and 811-06563
Post-Effective Amendment No. 23 XX
Amendment No. 23 XX
Calvert World Values Fund, Inc.
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).
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. 22 to this Registration Statement, as filed on January 31, 2008.
PART C. OTHER INFORMATION
Item 23. Exhibits
(a) | Articles of Incorporation incorporated by reference to Registrant's Post-Effective Amendment No. 13, January 28, 2000, accession number 0000884110-00-000001. |
(b) | By-Laws incorporated by reference to Registrant's Post-Effective Amendment No. 13, January 28, 2000, accession number 0000884110-00-000001. |
(d)(1) | Investment Advisory Agreement (CAMCO) incorporated by reference to Registrant's Post-Effective Amendment No. 13, January 28, 2000, accession number 0000884110-00-000001. Addendum to Investment Advisory Agreement (International Opportunities Fund) incorporated by reference to Registrant's Post-Effective Amendment No. 21, May 30, 2007, accession number 0000884110-07-000010. Addendum to Investment Advisory Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 22, January 31, 2008, accession number 0000884110-08-000001. |
(d)(2) | Investment Sub-Advisory Contract (Acadian Asset Management, Inc.) incorporated by reference to Registrant's Post-Effective Amendment No. 20, January 31, 2007, accession number 0000884110-07-000001. |
(d)(3) | Investment Sub-Advisory Contract (New Amsterdam Partners) incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. |
(d)(4) | Form of Investment Sub-Advisory Contract (F&C Management Limited) incorporated by reference to Registrant's Post-Effective Amendment No. 21, May 30, 2007, accession number 0000884110-07-000010. |
(e) | Underwriting (Distribution) Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. Underwriting (Distribution) Schedules I, II, III incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. Amended Schedules II and III to Underwriting Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 21, February 9, 2007, accession number 0000884110-07-000004. |
(f) | Deferred Compensation Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 13, January 28, 2000, accession number 0000884110-00-000001. |
(g) | Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 14, January 31, 2001, accession number 0000884110-01-000001. Amended Schedule to Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 21, February 9, 2007, accession number 0000884110-07-000004. |
(h)(1) | Amended Master Transfer Agency and Service Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 21, May 30, 2007, accession number 0000884110-07-000010. Form of Amended Schedule A to the Amended Master Transfer Agency and Service Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 21, May 30, 2007, accession number 0000884110-07-000010. |
(h)(2) | Servicing Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. Amended Servicing Agreement Schedule A incorporated by reference to Registrant's Post-Effective Amendment No. 20, January 31, 2007, accession number 0000884110-07-000001. Amended Schedule to Servicing Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 21, February 9, 2007, accession number 0000884110-07-000004. |
(h)(3) | Administrative Services Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 13, January 28, 2000, accession number 0000884110-00-000001. Amended Schedule A to Administrative Services Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 21, May 30, 2007, accession number 0000884110-07-000010. |
(h)(4) | Research Agreement with Consultant Stephen H. Moody incorporated by reference to Registrant's Post-Effective Amendment No. 22, January 31, 2008, accession number 0000884110-08-000001. |
(h)(5) | Research Agreement with Consultant Jean-Luc Park incorporated by reference to Registrant's Post-Effective Amendment No. 22, January 31, 2008, accession number 0000884110-08-000001. |
(i) | Opinion and Consent of Counsel incorporated by reference to Registrant's Post-Effective Amendment No. 22, January 31, 2008, accession number 0000884110-08-000001. |
(j) | Independent Auditor Consent incorporated by reference to Registrant's Post-Effective Amendment No. 22, January 31, 2008, accession number 0000884110-08-000001. |
(m) | Plan of Distribution for Class A incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. Plan Schedule A for Class A incorporated by reference to Registrant's Post-Effective Amendment No. 19, January 30, 2006, accession number 0000884110-06-000002. Amended Schedules to Plans of Distribution incorporated by reference to Registrant's Post-Effective Amendment No. 21, February 9, 2007, accession number 0000884110-07-000004. |
(n) | Rule 18f-3 Multiple-class Plan incorporated by reference to Registrant's Post-Effective Amendment No. 20, January 31, 2007, accession number 0000884110-07-000001. Amended Rule 18f-3 Multiple-class Plan incorporated by reference to Registrant's Post-Effective Amendment No. 21, February 9, 2007, accession number 0000884110-07-000004. |
(o) | Power of Attorney Forms, filed herewith. |
(p)(1) | Code of Ethics for Advisor (CAMCO) incorporated by reference to Registrant's Post-Effective Amendment No. 17, January 31, 2004, accession number 0000884110-04-000001. |
(p)(2) | Code of Ethics for Sub-Adviser (Acadian) filed herewith. |
(p)(3) | Code of Ethics for Sub-Adviser (New Amsterdam) filed herewith. |
(p)(4) | Code of Ethics for Sub-Adviser (F&C Management Limited) filed herewith. |
Item 24. Persons Controlled by or Under Common Control With Registrant
Not applicable.
Registrant's By-Laws, Exhibit 2 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 a Trustees/Directors & 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/directors and officers liability coverage, plus $5 million in excess trustees/directors 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 Group 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.
Item 26. Business and Other Connections of Investment Adviser
Name | Name of Company, Principal Business and Address | Capacity |
Barbara J. Krumsiek | | |
| Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| 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. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Trustee |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
Ronald M. Wolfsheimer | | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer and Director |
| | |
William M. Tartikoff | | |
| Acacia National Life Insurance Insurance Company 7315 Wisconsin Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Company Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co. Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Director and Officer |
| | |
Susan Walker Bender | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Ivy Wafford Duke | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Lancelot King | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Jane Maxwell | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Andrew Niebler | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Augusto Macedo | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Catherine Roy | | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Bennett Freeman | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Alya Kayal | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Hui Ping Ho | | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Assistant Treasurer |
| | |
Daniel K. Hayes | | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Patrick Faul | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
John Nichols | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Gregory Habeeb | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Thomas Dailey | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| First Variable Rate Fund for Government Income Calvert Tax-Free Reserves Calvert Cash Reserves Calvert Social Investment Fund The Calvert Fund Calvert Variable Series, Inc. Calvert Municipal Fund, Inc. Calvert World Values Fund, Inc. Calvert Social Index Series, Inc. Calvert Impact Fund, Inc. Investment Companies 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
James O'Boyle | | |
| Calvert Asset Management Company, Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
Robert Enderson | | |
| Calvert Group, Ltd. Holding Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Administrative Services Co. Service Company 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Asset Management Co., Inc. Investment Advisor 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Shareholder Services, Inc. Transfer Agent 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
| | |
| Calvert Distributors, Inc. Broker-Dealer 4550 Montgomery Avenue Bethesda, Maryland 20814 | Officer |
Item 27. Principal Underwriters
(a) Registrant's principal underwriter underwrites shares of First Variable Rate Fund for Government Income, Calvert Tax-Free Reserves, Calvert Social Investment Fund, Calvert Cash Reserves, The Calvert Fund, Calvert Municipal Fund, Inc., Calvert World Values Fund, Inc., Calvert Social Index Series, Inc., Calvert Variable Series, Inc., and Calvert Impact Fund, Inc.
(c) Inapplicable.
Item 28. Location of Accounts and Records
Ronald M. Wolfsheimer, Treasurer
and
William M. Tartikoff, Assistant Secretary
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
Item 29. Management Services
Item 30. Undertakings
CALVERT WORLD VALUES FUND, INC.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 13th day of June, 2008 by the following persons in the capacities indicated.
Executed by Ivy Wafford Duke, Attorney-in-fact on behalf of those indicated, pursuant to Powers of Attorney filed herewith.
Calvert World Values Fund, Inc.
Post-Effective Amendment No. 23
Registration No. 33-45829