ACACIA CAPITAL CORP
497, 1995-10-31
Previous: FIRST TRUST OF INSURED MUNICIPAL BONDS SERIES 92, 485BPOS, 1995-10-31
Next: FIRST TRUST OF INSURED MUNICIPAL BONDS SERIES 93, 485BPOS, 1995-10-31



                           ACACIA CAPITAL CORPORATION 
            CALVERT RESPONSIBLY INVESTED STRATEGIC GROWTH PORTFOLIO 

                      Supplement to May 1, 1995 Prospectus 
                      Date of Supplement: October 30, 1995 

Insert the following after page 9 of the Prospectus, as part of the Financial  
Highlights section: 

<TABLE>
<CAPTION>

Calvert Responsibly Invested Strategic Growth Portfolio       From inception  
(March 1, 1995) to June 30, 1995 
                                                              (Unaudited)
<S>                                                           <C>
 
Net asset value, beginning of period                          $10.00 
Income from investment operations                              
Net investment income                                         (.04) 
Net realized and unrealized gain (loss) on investments        .04 
         Total from investment operations                     -- 
Distributions to shareholders 
Dividends from net investment income                          -- 
Dividends from net realized gains                             -- 
         Total distributions                                  -- 
Total increase (decrease) in net asset value                  -- 
Net asset value, end of period                                $10.00 
Total return<F1>                                              0.00% 
Ratio of expenses to average net assets                       1.56%(a) 
Ratio of net investment income to average net assets          (1.51)%(a) 
Increase reflected in net income ratio due to 
expense reimbursement                                         -- 
Portfolio turnover                                            35% 
Net assets, end of period                                     $908,481 
Number of shares outstanding at end of period (in thousands)   91 
(a) Annualized 
<FN>
<F1>Total return is for the Portfolio only and does not reflect sales charges 
and expenses deducted by the Insurance Companies. 
</FN>
</TABLE>





     PROSPECTUS - May 1, 1995

                      ACACIA CAPITAL CORPORATION'S 
                CALVERT RESPONSIBLY INVESTED PORTFOLIOS 
    4550 Montgomery Avenue, Bethesda, Maryland 20814 (800) 368-2748 

         Acacia  Capital   Corporation   (the  "Fund")  is  an  open-end 
management  investment  company with a series of portfolios  designed to 
meet a wide range of investment  objectives.  This  prospectus  provides 
information about the Fund's seven Calvert Responsibly  Invested ("CRI") 
Portfolios  ("Portfolios"),  which seek to achieve  competitive  returns 
while encouraging  responsible  corporate  conduct.  The Portfolios look 
for enterprises that make a significant  contribution to society through 
their products and services and through the way they do business. 

        The   Calvert   Responsibly   Invested   Capital   Accumulation 
Portfolio  ("CRI  Capital  Accumulation")  (formerly  the  Calvert-Ariel 
Appreciation  II Portfolio),  seeks  long-term  capital  appreciation by 
investing  primarily  in  a  nondiversified   portfolio  of  the  equity 
securities of small- to medium-sized companies. 

        The Calvert  Responsibly  Invested Bond Portfolio  ("CRI Bond") 
invests primarily in corporate bonds and other straight debt securities. 

        The  Calvert   Responsibly   Invested  Equity  Portfolio  ("CRI 
Equity") maintains an actively managed portfolio of stocks. 

        The  Calvert  Responsibly  Invested  Balanced  Portfolio  ("CRI 
Balanced")   (formerly  known  as  the  Calvert   Responsibly   Invested 
Portfolio or Calvert Socially  Responsible Series) maintains an actively 
managed  nondiversified  portfolio  of  stocks,  bonds and money  market 
instruments. 

        The Calvert Responsibly  Invested Global Equity Portfolio ("CRI 
Global")  seeks  to  achieve  a  high  total  return   consistent   with 
reasonable  risk  by  investing  primarily  in  a  globally  diversified 
portfolio. 

        The Calvert  Responsibly  Invested Money Market Portfolio ("CRI 
Money   Market")   invests  in  money  market   instruments,   including 
repurchase  agreements  with banks and brokers  secured by money  market 
instruments,  and seeks to maintain a constant  net asset value of $1.00 
per share. 

        The Calvert  Responsibly  Invested  Strategic  Growth Portfolio 
("CRI  Strategic  Growth")  invests  in a  nondiversified  portfolio  of 
equity  securities  while  protecting   against  market  declines  using 
techniques such as establishing short positions,  writing covered calls, 
and entering into index future or option contracts. 

There can be no assurance  that the  Portfolios  will be  successful  in 
meeting their investment objectives,  or that the Money Market Portfolio 
will  maintain  a  constant  net  asset  value of $1.00  per  share.  An 
investment in the  Portfolios is neither  insured nor  guaranteed by the 
U.S. government. 

         This  Prospectus  sets  forth  basic   information   about  the 
Responsibly  Invested Portfolios that a prospective investor should know 
before  investing and should be read and retained for future  reference. 
A  Statement  of  Additional  Information  about the Fund  (dated May 1, 
1995,  and  incorporated  by reference  into this  Prospectus)  has been 
filed with the  Securities  and Exchange  Commission and may be obtained 
free of  charge  by  writing  or  calling  the  Fund at the  address  or 
telephone  number listed  above.  Shares of the Fund are offered only to 
insurance   companies  for  allocation  to  certain  of  their  variable 
separate accounts. 

THESE   SECURITIES   HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE 
SECURITIES AND EXCHANGE  COMMISSION,  NOR HAS THE  COMMISSION  PASSED ON 
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION TO THE 
CONTRARY IS A CRIMINAL OFFENSE. 

SHARES OF THE FUND ARE NOT DEPOSITS OR OBLIGATIONS  OF, OR GUARANTEED OR 
ENDORSED  BY,  ANY BANK,  AND ARE NOT  INSURED  BY THE FDIC OR ANY OTHER 
AGENCY.  WHEN INVESTORS SELL SHARES OF THE FUND, THE VALUE MAY BE HIGHER 
OR LOWER THAN THE AMOUNT ORIGINALLY PAID. 


- ------------------------------------------------------------------------ 
                                THE FUND 
- ------------------------------------------------------------------------ 

         Acacia Capital  Corporation  (the "Fund") was  incorporated  in 
Maryland  on  September  27,  1982,   and  is  an  open-end   management 
investment  company registered under the Investment Company Act of 1940, 
as amended.  The Fund has seven Responsibly Invested Portfolios designed 
to  provide  opportunities  for  investing  in  enterprises  that make a 
significant  contribution to society through their products and services 
and  through  the way  they do  business.  With  regard  to CRI  Capital 
Accumulation,   Bond,  Equity,  Global,   Balanced,  Money  Market,  and 
Strategic  Growth,  shares  are sold to  National  Home  Life  Assurance 
Company for  allocation  to its  separate  accounts to fund the benefits 
under certain  variable  annuity and variable life  insurance  policies. 
Shares  of the  different  Portfolios  may  also be also  sold to  other 
insurance companies for the same purpose.  In this prospectus,  National 
Home Life Assurance  Company and the other  applicable  companies may be 
referred to as the "Insurance  Companies," and the variable  annuity and 
variable life insurance policies may be referred to as the "Policies." 

         Shares of the Fund may only be sold to the Insurance  Companies 
for their separate accounts,  and not to individual investors.  As such, 
the  "shareholders"  referred to in this  prospectus  are the  Insurance 
Companies.  Nevertheless,  as a policyholder  you have an opportunity to 
choose among the various  Portfolios in order to fund the benefits under 
any Policies you purchase,  subject to any limitations  described in the 
Insurance  Companies'  prospectuses.  In determining which portfolios to 
choose,  you  should  bear in mind  that the  investment  return of each 
portfolio  will affect the value of the policy and the amount of annuity 
payments or life insurance  benefits you will receive under your Policy. 
The Insurance  Companies'  prospectuses explain the relationship between 
changes in the net asset value of Fund shares and the benefits  provided 
under a  policy.  The  prospectuses  also  detail  your  interests  as a 
policyholder  in the shares of the separate  account and your ability to 
determine  the type of  investment  underlying  the  Policy.  You should 
carefully  review the appropriate  prospectus when you consider buying a 
Policy. 
- ------------------------------------------------------------------------ 

                          
                          FINANCIAL HIGHLIGHTS 
- ------------------------------------------------------------------------ 

         The  following  tables  provide  information  about the  Fund's 
financial  history.  They express the  information  in terms of a single 
share outstanding  throughout each period.  The tables have been audited 
by those  independent  accountants  whose  reports  are  included in the 
Fund's  Annual  Report  to  Shareholders,  for  each  of the  respective 
periods  presented.  The tables should be read in  conjunction  with the 
financial  statements and their related notes. The current Annual Report 
to  Shareholders  is  incorporated  by reference  into the  Statement of 
Additional Information. 

<TABLE>
<CAPTION>


CRI Balanced (formerly, CRI Managed Growth)            Year Ended December 31, 
                                                     1994                  1993
<S>                                                <C>                   <C>
 
                                           ------------------------------------ 
                                           ------------------------------------
Net asset value, beginning of period               $1.537                $1.465 

Income from investment operations 
     Net investment income                           .046                  .045 
     Net realized and unrealized gain  
         (loss) on investments                      (.097)                 .072 
         Total from investment operations 
                                                    (.051)                 .117 
Distributions to shareholders 
     Dividends from net investment income 
                                                    (.046)               (.045) 
         Total distributions                         (.046)              (.045) 

Total increase (decrease) in net asset value         (.097)                .072
Net asset value, end of period               $       1.440        $       1.537 

Total return<F1>                                    (3.30)%               8.00% 

Ratio of expenses to average net assets               .80%                 .81% 

Ratio of net income to average net assets            3.39%                3.69% 

Increase reflected in net income ratio due  
     to expense reimbursement                            --                 -- 

Portfolio turnover                                        43%               14% 

Net assets, end of period                    $66,592,680           $53,999,759 

Number of shares outstanding at end of  
     period (in thousands)                           46,244             35,142


<FN>
<F1>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989 .
</FN>
</TABLE>

<TABLE>
<CAPTION>



CRI Balanced  (formerly,  CRI Managed  Growth)    Year Ended December 31,
                                                      1992             1991
<S>                                          <C>               <C>    

Net asset value, beginning of period         $       1.403     $       1.249 

Income from investment operations 
     Net investment income                            .044              .050 
     Net realized and unrealized gain on  
         investments                                  .062              .154 
         Total from investment operations 
                                                      .106              .204 
Distributions to shareholders 
     Dividends from net investment income 
                                                     (.044)            (.050)
         Total distributions                         (.044)            (.050)

Total increase in net asset value                     .062              .154 

Net asset value, end of period               $       1.465     $       1.403 

Total return<F3>                                      7.61%            16.40%
Ratio of expenses to average net assets               .85%              .85% 

Ratio of net income to average net assets            4.05%             4.49% 

Increase reflected in net income ratio due  
     to expense reimbursement                            --                --

Portfolio turnover                                        15%               12%

Net assets, end of period                    $28,471,358       $14,945,973     

Number of shares outstanding at end of  
     period (in thousands)                           19,433            10,656  

<FN>

<F3>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989.
</FN>
</TABLE>

<TABLE>
<CAPTION>


CRI Balanced (formerly, CRI Managed Growth)     Year Ended December 31, 
                                                         1990 
<S>                                             <C>
                                            
                                             
Net asset value, beginning of period           $       1.247 

Income from investment operations 
     Net investment income                              .050 
     Net realized and unrealized gain on  
         investments                                    .002 
         Total from investment operations 
                                                        .052 
Distributions to shareholders 
     Dividends from net investment income 
                                                       (.050) 
         Total distributions                           (.050) 

Total increase in net asset value                       .002 

Net asset value, end of period                 $       1.249 

Total return<F4>                                        4.18% 

Ratio of expenses to average net assets                 .77% 

Ratio of net income to average net assets              5.69% 

Increase reflected in net income ratio due  
     to expense reimbursement                              -- 

Portfolio turnover                                       11% 

Net assets, end of period                      $6,759,546 

Number of shares outstanding at end of  
     period (in thousands)                              5,410 

<FN>
<F4>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989.
</FN>
</TABLE>

<TABLE>
<CAPTION>



CRI Balanced (formerly, CRI Managed Growth)                                    
                                                                               
                                                                               
 
                                                        Year Ended December 31,
                                                   1989              1988      
                                             
<S>                                          <C>               <C>   
                                             
Net asset value, beginning of period         $       1.068     $       1.004   

Income from investment operations 
     Net investment income                            .042              .054   
     Net realized and unrealized gain  
         (loss) on investments                        .179              .064   
         Total from investment operations 
                                                      .221              .118   
Distributions to shareholders 
     Dividends from net investment income 
                                                     (.042)            (.054)  
         Total distributions                         (.042)            (.054)  

Total increase (decrease) in net asset value 
                                                      .179              .064   

Net asset value, end of period               $       1.247     $       1.068   

Total return<F5>                                     20.69%            11.75%   

Ratio of expenses to average net assets 
                                                      .50%              .50%   
Ratio of net income to average net assets 
                                                     4.85%             4.95%   
Increase reflected in net income ratio due  
     to expense reimbursement                         .46%              .30%   

Portfolio turnover                                        28%            40%  

Net assets, end of period                     $2,572,761         $1,293,692    

Number of shares outstanding at end of  
     period (in thousands)                            2,064           1,211    

<FN>
<F5>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989.
(a) = Annualized 
</FN>
</TABLE>

<TABLE>
<CAPTION>

CRI Balanced (formerly, CRI Managed Growth)                                    

                                                        Year Ended December 31,
                                                    1987             1986 
                                          
<S>                                           <C>               <C>   
                                          
Net asset value, beginning of period          $       0.958    $       1.000 

Income from investment operations 
     Net investment income                             .019             .010 
     Net realized and unrealized gain   
         (loss) on investments                         .046            (.042) 
         Total from investment operations 
                                                       .065            (.032) 
Distributions to shareholders 
     Dividends from net investment income 
                                                      (.019)           (.010) 
         Total distributions                          (.019)           (.010) 

Total increase (decrease) in net asset value
                                                       .046            (.042) 

Net asset value, end of period                $       1.004    $       0.958 

Total return<F5>                                       6.78%            3.31% 

Ratio of expenses to average net assets 
                                                       .50%             .10%(a)
Ratio of net income to average net assets 
                                                      3.72%            1.59%(a)
Increase reflected in net income ratio due  
     to expense reimbursement                          .82%            1.41%(a)

Portfolio turnover                                         17%             -- 

Net assets, end of period                     $1,022,484             $143,745 

Number of shares outstanding at end of  
     period (in thousands)                             1,018              150 

<FN>
<F5>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989.
(a) = Annualized 

</FN>
</TABLE>

<TABLE>
<CAPTION>

CRI Capital Accumulation Portfolio (formerly                                   
known as CRI Ariel)                                                            
                                                                               

                                                        Year Ended December 31,
                                                  -----------------------------
                                                        1994               1993
                                               
<S>                                            <C>                 <C>    
                                                
Net asset value, beginning of period           $      18.95        $      17.87

Income from investment operations 
     Net investment income                             .10                 .08 
     Net realized and unrealized gain (loss) on  
         investments                                  (1.98)               1.27
         Total from investment operations 
                                                      (1.88)               1.35
Distributions to shareholders 
     Dividends from net investment income 
                                                      (.10)               (.08)
     Distribution from capital gains                       --             (.19)
         Total distributions                          (.10)               (.27)
Total increase (decrease) in net asset value          (1.98)               1.08

Net asset value, end of period                 $      16.97        $      18.95

Total return<F6>                                      (9.92)%              7.56%

Ratio of expenses to average net assets                .79%                .80%

Ratio of net income to average net assets              .68%                .66%
Increase reflected in net income ratio due to  
     expense reimbursement                              --                  --

Portfolio turnover                                       79%                 2

Net assets, end of period                       $5,688,821          $4,986,223 

Number of shares outstanding at end of period  
     (in thousands)                                    335                 263
<FN>
<F6>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 
</FN>
</TABLE>

<TABLE>
<CAPTION>
 
CRI Capital Accumulation Portfolio (formerly                                   
known as CRI Ariel)                                                            


                                                       Year Ended December 31, 
                                            -----------------------------------
                                                      1992              1991 
<S>                                             <C>               <C>   
                                                
Net asset value, beginning of period            $      15.82      $      15.00 

Income from investment operations 
     Net investment income                               .09               .26 
     Net realized and unrealized gain (loss) on 
         investments                                    2.09               .82 
         Total from investment operations 
                                                        2.18              1.08 
Distributions to shareholders 
     Dividends from net investment income 
                                                        (.09)             (.26)
     Distribution from capital gains                    (.04)               -- 
         Total distributions                            (.13)             (.26)

Total increase (decrease) in net asset value            2.05               .82 

Net asset value, end of period                  $      17.87      $      15.82 

Total return<F6>                                       13.73%             7.25%

Ratio of expenses to average net assets                  .39%               -- 

Ratio of net income to average net assets               1.19%           .84%(a)

Increase reflected in net income ratio due to  
     expense reimbursement                               .87%          4.23%(a)

Portfolio turnover                                         2%               5% 

Net assets, end of period                          $870,066           $268,040 

Number of shares outstanding at end of period  
     (in thousands)                                       49                17 
<FN>
<F6>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 

</FN>
</TABLE>

<TABLE>
<CAPTION>

CRI Money Market                                                               
                                                                               
                                                 Year Ended         Year Ended 
                                              December 31, 1994    December 31,
                                                                        1993 
<S>                                               <C>             <C>   
                                             
Net asset value, beginning of period              $  1.000       $       1.000 

Income from investment operations 
     Net investment income                            .039                .031 
         Total from investment operations 
                                                      .039                .031 
Distributions to shareholders 
     Dividends from net investment income 
                                                    (.039)              (.031) 
     Distribution from capital gains                   --                  --  
         Total distributions                        (.039)              (.031) 

Total increase in net asset value                      --                  --  

Net asset value, end of period                    $ 1.000       $       1.000  

Total return<F7>                                    3.96%               3.09%  

Ratio of expenses to average net assets            .45%                    --  

Ratio of net income to average net assets           3.91%               3.07%  

Increase reflected in net income ratio due to  
     expense reimbursement                           .36%                .11%  

Net assets, end of period                       $6,479,015          $4,031,520 

Number of shares outstanding at end of period  
     (in thousands)                                  6,484               4,032 
<FN>
<F7>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1994.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>

CRI Money Market                                    From inception (June 
                                                    30, 1992) to Dec. 
                                                        31, 1992 
                                                 
<S>                                               <C>    
                                                 
                                                 
Net asset value, beginning of period              $       1.000 

Income from investment operations 
     Net investment income                                 .009 
         Total from investment operations 
                                                           .009 
Distributions to shareholders 
     Dividends from net investment income 
                                                          (.009) 
     Distribution from capital gains                           -- 
         Total distributions                              (.009) 

Total increase in net asset value                              -- 

Net asset value, end of period                    $       1.000 

Total return<F7>                                          2.11%(a) 

Ratio of expenses to average net assets                        -- 

Ratio of net income to average net assets                 3.02%(a) 

Increase reflected in net income ratio due to  
     expense reimbursement                                 .85%(a) 

Net assets, end of period                         $     1,795,231 

Number of shares outstanding at end of period  
     (in thousands)                                         1,795 
<FN>

<F7>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1994.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>



CRI Bond                                                                       
                                                                               
                                                 Year Ended         Year Ended 
                                              December 31, 1994    December 31,
                                                                        1993 
<S>                                               <C>            <C>   
                                              
Net asset value, beginning of period              $ 15.98        $      15.10  

Income from investment operations 
     Net investment income                            .81                 .50  
     Net realized and unrealized gain (loss) on  
         investments                                 1.36                 .91  
         Total from investment operations 
                                                     2.17                1.41  
Distributions to shareholders 
     Dividends from net investment income 
                                                    (.81)               (.50)  
     Distribution from capital gains                   --               (.03)  
         Total distributions                        (.81)               (.53)  

Total increase (decrease) in net asset value       (1.36)                .88   

Net asset value, end of period                    $14.62        $      15.98   

Total return<F8>                                   (3.45)%              9.32%   

Ratio of expenses to average net assets             .62%                    -- 

Ratio of net income to average net assets          5.20%               5.24%   

Increase reflected in net income ratio due to  
     expense reimbursement                          .30%                .13%   

Portfolio turnover                                   12%                 57% 

Net assets, end of period                      $1,403,375          $1,627,261  

Number of shares outstanding at end of period  
     (in thousands)                                   96                 102   
<FN>
<F8>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized  
</FN>
</TABLE>


<TABLE>
<CAPTION>


CRI Bond                                        From inception (June 
                                                   30, 1992) to Dec. 
                                                       31, 1992 
                                               
<S>                                              <C>   
                                               
Net asset value, beginning of period             $      15.00 

Income from investment operations 
     Net investment income                                .09 
     Net realized and unrealized gain (loss) on
         investments                                      .10 
         Total from investment operations 
                                                          .19 
Distributions to shareholders 
     Dividends from net investment income 
                                                         (.09) 
     Distribution from capital gains                          -- 
         Total distributions                             (.09) 

Total increase (decrease) in net asset value              .10 

Net asset value, end of period                   $      15.10 

Total return<F8>                                        1.33% 

Ratio of expenses to average net assets                       -- 

Ratio of net income to average net assets                5.23%(a) 

Increase reflected in net income ratio due to  
     expense reimbursement                               2.06%(a) 

Portfolio turnover                             %              56% 

Net assets, end of period                                $125,633 

Number of shares outstanding at end of period  
     (in thousands)                                           8 
<FN>
<F8>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>




CRI Equity                                                                     
                                                                               
                                                  Year Ended         Year Ended
                                              December 31, 1994    December 31,
                                                                          1993 
<S>                                               <C>              <C>    
                                              
Net asset value, beginning of period              $  17.06        $      16.56 

Income from investment operations 
     Net investment income                             .20                 .25 
     Net realized and unrealized gain (loss) on  
         investments                                  1.83                 .50 
         Total from investment operations 
                                                      2.03                 .75 
Distributions to shareholders 
     Dividends from net investment income 
                                                      (.20)               (.25)
     Distribution from capital gains                    --                  -- 
         Total distributions                          (.20)               (.25)

Total increase (decrease) in net asset value         (1.83)                .50 

Net asset value, end of period                    $  15.23        $      17.06 

Total return<F9>                                     (9.58)%              4.54%

Ratio of expenses to average net assets             .57%                    -- 

Ratio of net income to average net assets             1.36%               2.08%

Increase reflected in net income ratio due to  
     expense reimbursement                             .42%                .12%

Portfolio turnover                                     115%                  4%

Net assets, end of period                        $2,762,295          $2,526,608

Number of shares outstanding at end of period  
     (in thousands)                                     176                 148
<FN>
<F9>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>

CRI Equity                                          From inception (June 
                                                    30, 1992) to Dec. 
                                                        31, 1992 
                                                 
<S>                                               <C>   
                                              
Net asset value, beginning of period              $      15.00 

Income from investment operations 
     Net investment income                                 .05 
     Net realized and unrealized gain (loss) on  
         investments                                      1.56 
         Total from investment operations 
                                                          1.61 
Distributions to shareholders 
     Dividends from net investment income 
                                                          (.05) 
     Distribution from capital gains                           -- 
         Total distributions                              (.05) 

Total increase (decrease) in net asset value              1.56 

Net asset value, end of period                    $      16.56 

Total return<F9>                                         10.57% 

Ratio of expenses to average net assets                        -- 

Ratio of net income to average net assets                 2.75%(a) 

Increase reflected in net income ratio due to  
     expense reimbursement                                2.31%(a) 

Portfolio turnover                                              7% 

Net assets, end of period                         $127,727 

Number of shares outstanding at end of period  
     (in thousands)                                            8 
<FN>
<F9>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>



CRI Global Equity                                                              
                                                                               
                                                 Year Ended         Year Ended 
                                              December 31, 1994    December 31,
                                                                        1993 

<S>                                               <C>             <C>  
                                                                   
Net asset value, beginning of period              $ 17.72        $      14.57  

Income from investment operations 
     Net investment income                            .11                 .11  
     Net realized and unrealized gain (loss) on  
         investments                                 (.49)               4.07  
         Total from investment operations 
                                                     (.38)               4.18  
Distributions to shareholders 
     Dividends from net investment income 
                                                     (.13)               (.08) 
     Distribution from capital gains                (1.32)               (.95) 
         Total distributions                        (1.45)              (1.03) 

Total increase (decrease) in net asset value 
                                                    (1.83)               3.15  
Net asset value, end of period                    $ 15.89        $      17.72  

Total return<F10>                                   (2.13)%             29.72% 

Ratio of expenses to average net assets              1.24%                .94% 

Ratio of net income to average net assets             .59%               1.00% 

Increase reflected in net income ratio due to  
     expense reimbursement                            .29%                .10% 

Portfolio turnover                                     84%                 64% 

Net assets, end of period                       $7,764,720          $4,529,297 

Number of shares outstanding at end of period  
     (in thousands)                                    489                 256 
<FN>
<F10>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized 
</FN>
</TABLE>


<TABLE>
<CAPTION>

CRI Global Equity                                 From inception (June 
                                                   30, 1992) to Dec. 
                                                       31, 1992 
                                                
<S>                                              <C>   
                                              
Net asset value, beginning of period             $      15.00 

Income from investment operations 
     Net investment income                               (.02) 
     Net realized and unrealized gain (loss) on 
         investments                                     (.41) 
         Total from investment operations 
                                                         (.43) 
Distributions to shareholders 
     Dividends from net investment income 
                                                              -- 
     Distribution from capital gains                          -- 
         Total distributions                                  -- 

Total increase (decrease) in net asset value 
                                                         (.43) 
Net asset value, end of period                   $      14.57 

Total return<F10>                                       (3.27)% 

Ratio of expenses to average net assets                   .98%(a) 

Ratio of net income to average net assets                (.98)%(a) 

Increase reflected in net income ratio due to  
     expense reimbursement                               1.07%(a) 

Portfolio turnover                                           -- 

Net assets, end of period                               $235,701 

Number of shares outstanding at end of period  
     (in thousands)                                          16 
<FN>
<F10>Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies.
(a) = Annualized  
</FN>
</TABLE>






                               
                    INVESTMENT OBJECTIVES AND POLICIES OF THE
 
                     CALVERT RESPONSIBLY INVESTED PORTFOLIOS

Each of the Calvert  Responsibly  Invested  Portfolios has different  investment
objectives,  as described  below.  The  Portfolios  seek to achieve their stated
objectives by following the investment  policies  established  for that purpose.
The  investment  returns and degrees of market and financial  risk depend on the
types of  investments  each  Portfolio  undertakes to make as established by its
policies.  These  objectives  may not be changed  without  the  approval  of the
holders of a majority of the  outstanding  shares of each Portfolio  affected by
the proposed change, except that CRI Capital Accumulation, CRI Strategic Growth,
and CRI Balanced may change their investment objectives upon thirty days' (sixty
days' for CRI Balanced)  written  notice to  shareholders  without a shareholder
vote. As a  Policyholder,  you may be given an  opportunity  to indicate how you
believe the Insurance  Company should vote the shares of the portfolios you have
selected to underlie your Policy.

The Calvert  Responsibly  Invested  Portfolios are designed to provide growth of
capital or current  income by investing in  enterprises  that make a significant
contribution  to society through their products and services and through the way
they do business.  CRI Balanced is designed for long-term investment,  while CRI
Money Market aims for short-term cash management and stability of principal. CRI
Equity is designed  for  capital  growth,  and CRI Bond is designed  for current
income and  preservation of capital.  CRI Capital  Accumulation  seeks long-term
capital  appreciation.   CRI  Global  seeks  total  return  through  a  globally
diversified  investment  portfolio,  and CRI  Strategic  Growth seeks  long-term
growth.

CRI  MONEY  MARKET  seeks  to  provide  the  highest  level of  current  income,
consistent with liquidity, safety and security of capital, by investing in money
market instruments,  including repurchase  agreements with recognized securities
dealers and banks secured by such  instruments,  selected in accordance with the
Portfolios'  investment  and  social  criteria.  CRI Money  Market  attempts  to
maintain a constant net asset value of $1.00 per share.

CRI Money Market invests only in high grade, short-term money market instruments
which may  include:  obligations  issued or  guaranteed  as to  principal by the
United   States   Government,   its   agencies   and   instrumentalities;   U.S.
dollar-denominated   certificates   of  deposit,   time  deposits  and  bankers'
acceptances of U.S. banks,  generally banks with assets in excess of $1 billion;
and commercial  paper  (including  participation  interests in loans extended by
banks to issuers of  commercial  paper) that at the date of  investment is rated
A-1 by Standard & Poor's  Corporation or Prime-1 by Moody's  Investors  Service,
Inc., or, if not rated, is of comparable quality.

CRI BALANCED seeks to achieve a total return above the rate of inflation through
an actively  managed  portfolio of stocks,  bonds and money  market  instruments
(including  repurchase  agreements secured by such instruments)  selected with a
concern for the investment and social impact of each  investment.  It is not the
policy of the Portfolio to take risks to obtain  speculatively  or  aggressively
high  returns.  There is no  predetermined  percentage  of assets  allocated  to
stocks, bonds or money market instruments, although, as an operating policy, the
CRI  Balanced  Portfolio  will have at least 25% of its  assets in fixed  income
senior  securities.  The Portfolio's  Subadvisor,  NCM Capital Management Group,
Inc.,  selects each  investment,  subject to direction and control by the Fund's
Advisor and Board of Directors.  The Investment  Advisors  determine the mix for
CRI  Balanced  depending  on their view of market  conditions  and the  economic
outlook.

CRI Balanced may purchase both common and preferred  stock. For its fixed-income
investments,  the  Portfolio  normally  invests  in bonds  which are  considered
investment  grade,  including bonds which are direct or indirect  obligations of
the U.S. Government, or which at the date of investment are rated AAA, AA, A, or
BBB by Standard & Poor's  Corporation or Aaa, Aa, A, or Baa by Moody's Investors
Service Inc. Bonds rated Baa or BBB are considered  medium grade obligations and
possess  speculative  characteristics.  The Portfolio  may purchase  lower-rated
obligations  but no more than 20% of its assets may be invested  in  obligations
rated lower than B. The Portfolio may purchase  without  limitation  bonds which
are unrated but of  comparable  quality to bonds rated B or better as determined
by  the  Advisors  under  the  supervision  of  the  Board  of  Directors.   See
"Non-Investment   Grade  Debt   Securities"  and  the  Statement  of  Additional
Information for additional information concerning bond ratings.

The Portfolio may invest in foreign securities, including emerging markets, to a
limited extent. See "Risks of Foreign Securities."

CRI EQUITY seeks growth of capital through  investment in the equity  securities
of issuers  within  industries  perceived to offer  opportunities  for potential
capital  appreciation  and  which  satisfy  the  Fund's  investment  and  social
criteria.   The  Portfolio  is  neither  speculative  nor  conservative  in  its
investment  policies  and will take  reasonable  risks in seeking to achieve its
investment objective of growth of capital.

CRI  Equity  normally  invests  at least 80% of the  value of its net  assets in
equity securities. Such securities include common stocks, convertible securities
and preferred stocks.  The Portfolio does not currently hold or intend to invest
more  than  5% of its  assets  in  non-investment  grade  debt  securities.  For
liquidity  purposes or pending the investment of the proceeds of the sale of its
shares,  the Equity Portfolio may invest up to 20% of the value of its assets in
money market instruments,  including:  obligations of the U.S.  Government,  its
agencies and  instrumentalities;  certificates  of deposit of banks having total
assets of at least one billion dollars;  and commercial paper or other corporate
notes of investment grade quality.  Such securities may be purchased  subject to
repurchase  agreements  with  recognized  securities  dealers and banks.  If CRI
Equity has assumed a temporary defensive posture,  there is no limitation on the
percentage of its assets which may be invested in money market instruments.

The Portfolio may invest in foreign securities, including emerging markets, to a
limited extent. See "Risks of Foreign Securities."

CRI BOND seeks to provide  as high a level of  current  income as is  consistent
with prudent  investment risk and preservation of capital through  investment in
bonds and other straight debt securities,  selected  pursuant to the Portfolio's
investment and social criteria. CRI Bond is neither speculative nor conservative
in its investment  policies and will take reasonable risks in seeking to achieve
its investment  objective of current income and  preservation  of capital.  Debt
securities may be long-term,  intermediate-term,  short-term, or any combination
thereof, depending on the Advisors' evaluation of current and anticipated market
patterns and trends;  the Advisors expect that the Portfolio's  average weighted
maturity will range between 5 and 20 years. The value of the Portfolio generally
will vary inversely with changes in interest rates.

In seeking to achieve  these  objectives,  it is  anticipated  that under normal
conditions  CRI Bond will  invest  at least  80% of the  value of its  assets in
publicly-traded  straight  debt  securities  which have a rating within the four
highest grades as determined by a nationally  recognized  rating service such as
Standard & Poor's  Corporation or Moody's Investors Service,  Inc.;  obligations
issued  or  guaranteed  by the  United  States  Government  or its  agencies  or
instrumentalities;  or cash and cash  equivalents.  Up to 20% of the Portfolio's
total  assets may be invested in straight  debt  securities  which are not rated
within  the  four  highest  grades  as  described   above   (including   unrated
securities), in convertible debt securities, convertible preferred and preferred
stocks,  or other  securities.  CRI Bond  does not  currently  hold or intend to
invest  more  than 5% of its  assets in  non-investment  grade  securities.  See
"Non-Investment   Grade  Debt   Securities"  and  the  Statement  of  Additional
Information for additional information concerning bond ratings.
CRI GLOBAL seeks to provide a high total return  consistent with reasonable risk
by investing primarily in a globally diversified portfolio of equity securities.
All investments are screened for financial and social criteria. It may engage in
hedging transactions  involving options,  futures contracts and foreign currency
transactions to reduce its risk exposure (see "Investment Techniques").

Under normal circumstances, CRI Global will invest at least 65% of its assets in
equity  securities.  The  Portfolio  will invest  primarily in common  stocks of
established  foreign and U.S.  companies  believed to have potential for capital
growth,  income or both.  However,  it may invest in any other type of  security
including, but not limited, to convertible securities,  preferred stocks, bonds,
notes  and  other  debt   securities  of  companies   (including   Euro-currency
instruments and securities),  or of any international  agency (such as the Asian
Development Bank or Inter-American  Development Bank) or obligations of domestic
or foreign governments and their political subdivisions, and in foreign currency
transactions.  The Portfolio  may establish and maintain  reserves for temporary
defensive  purposes or to enable it to take  advantage of buying  opportunities.
CRI Global's reserves may be invested in domestic as well as foreign  short-term
money market instruments including,  but not limited to, government obligations,
certificates of deposit, bankers' acceptances,  time deposits, commercial paper,
short-term  corporate debt  securities  and  repurchase  and reverse  repurchase
agreements.  The Portfolio may also engage in certain options transactions,  and
enter into futures  contracts and related options for hedging  purposes and lend
portfolio securities.  See "Additional Fundamental Investment Policies, Risks of
Foreign   Securities,    Foreign   Currency    Transactions,    and   Additional
Non-Fundamental Investment Policies."

Under normal circumstances, CRI Global will invest at least 65% of its assets in
the securities of issuers in no less than three  countries,  one of which may be
the  USA.  Under  normal  circumstances,  business  activities  in a  number  of
different foreign countries will be represented in the Portfolio's  investments.
The Portfolio may, from time to time,  have more than 25% of its assets invested
in any  major  industrial  or  developed  country  which  in the the view of the
Subadvisor poses no unique investment risk. Under exceptional economic or market
conditions, CRI Global may invest substantially all of its assets in only one or
two  countries,  or in U.S.  government  obligations  or securities of companies
incorporated in and having their principal activities in the U.S.

In  determining  the  appropriate  distribution  of  investments  among  various
countries and geographic  regions,  the Subadvisor  ordinarily will consider the
following  factors:   prospects  for  relative  economic  growth  among  foreign
countries;  expected  levels of inflation;  relative price levels of the various
capital  markets;  government  policies  influencing  business  conditions;  the
outlook  for  currency  relationships  and the  range of  individual  investment
opportunities   available  to  the  global  investor.  The  Portfolio  may  make
investments  in  developing  countries,   which  involve  exposure  to  economic
structures that are generally less diverse and mature than in the United States,
and to political  systems which may be less stable. A developing  country can be
considered   to  be  a  country   which  is  in  the   initial   stages  of  its
industrialization  cycle. In the past, markets of developing countries have been
more volatile  than the markets of developed  countries;  however,  such markets
often  have  provided  higher  long-term  rates  of  return  to  investors.  The
Subadvisor  believes that these  characteristics  can be expected to continue in
the future.

Generally,  CRI Global will not trade in securities for short-term profits, but,
when circumstances warrant,  securities may be sold without regard to the length
of time held. The Portfolio may write covered call options and purchase call and
put  options on  securities  and  security  indices,  and may write  secured put
options  and enter into option  transactions  on foreign  currency.  It may also
engage in  transactions in financial  futures  contracts and related options for
hedging  purposes,  and  invest  in  repurchase  agreements.   These  investment
techniques and the related risks are summarized  below and are described in more
detail in the Statement of Additional Information.

CRI Global may purchase unrated debt  instruments,  if the Advisor or Subadvisor
determines  they are of comparable  quality to  permissible  rated  instruments.
Although the Portfolio may invest up to 5% of its assets in non-investment grade
bonds  (those rated below BBB by Standard & Poor's or  equivalent),  it does not
intend to purchase any such bonds unless the instrument  provides an opportunity
to  invest  in an  attractive  company  in which  an  equity  investment  is not
currently  available  or  desirable.  Non-investment  grade  bonds are  commonly
referred to as "junk bonds." (See "Non-Investment Grade Debt Securities.")

CRI CAPITAL  ACCUMULATION  seeks to provide  long-term  capital  appreciation by
investing  primarily in a nondiversified  portfolio of the equity  securities of
small- to mid-sized  companies that are  undervalued but demonstrate a potential
for growth.  The  Portfolio  will rely on its  proprietary  research to identify
stocks that may have been overlooked by analysts,  investors, and the media, and
which  generally  have a market value  between $100 million and $5 billion,  but
which may be larger or  smaller  as  deemed  appropriate.  Investments  may also
include,  but  are  not  limited  to,  preferred  stocks,   foreign  securities,
convertible  securities,  bonds, notes and other debt securities.  The Portfolio
may use certain futures and options,  invest in repurchase agreements,  and lend
its portfolio securities. The Portfolio will take reasonable risks in seeking to
achieve its  investment  objective.  There is, of course,  no assurance that the
Portfolio  will be  successful  in meeting  its  objective  since  there is risk
involved in the ownership of all equity securities.  The Portfolio's  investment
objective is not fundamental and may be changed  without  shareholder  approval.
The  Portfolio  will notify  shareholders  at least  thirty days in advance of a
change in the  investment  objective of the Portfolio so that  shareholders  may
determine  whether  the  Portfolio's  goals  continue  to meet  their  own.  See
"Additional Risk Factors - Nondiversified Portfolios."


The  Portfolio  will use the  services  of  several  investment  subadvisors  as
portfolio  managers in  selecting  companies in which to invest.  The  portfolio
managers will select  investments  by examining  such factors as company  growth
prospects,  industry  economic  outlook,  new product  development,  management,
security   value,   risk,  and  financial   characteristics.   Because  of  this
multi-manager  approach, the Portfolio may benefit from more than one investment
strategy  in seeking to achieve  its goals.  The  Portfolio  may employ  "growth
managers," who generally  concentrate on stocks that have  demonstrated,  or are
expected to produce, earnings growth rates significantly greater than the market
as a whole,  as well as "value  managers," who tend to make stock  selections on
the basis of perceived  relative  value as  determined  by a defined  model in a
bottom-up approach. The Advisor will use the services of a consultant to help it
determine the appropriate  mix of management  styles to be employed at any given
time in an attempt to take advantage of changing market conditions by allocating
asset  management  among the selection of talent in the  Portfolio's  management
pool.

The  securities of small-cap  issuers tend to be less  actively  traded than the
securities of larger issuers, may trade in a more limited volume, and may change
in  value  more  abruptly  than  securities  of  larger  companies.  Information
concerning these  securities may not be readily  available so that the companies
may be less  actively  followed  by stock  analysts.  Small-cap  issuers  do not
usually  participate in market  rallies to the same extent as more  widely-known
securities,  and they tend to have a  relatively  higher  percentage  of insider
ownership. The portfolio turnover rate of advisors investing in small-cap stocks
tends to range between  100-200%.  There is no limit on the percentage of assets
that may be invested in small-cap issuers.

Under normal market  conditions  the Portfolio  strives to be fully  invested in
securities.  However,  for temporary  defensive  purposes -- which may include a
lack of adequate purchase candidates or an unfavorable market environment -- the
Portfolio may invest up to 100% of its assets in cash or cash equivalents.  Cash
equivalents include instruments such as, but not limited to, U.S. government and
agency  obligations,   certificates  of  deposit,  bankers'  acceptances,   time
deposits,  commercial paper, short-term corporate debt securities and repurchase
agreements.

Although the Portfolio invests primarily in equity securities,  it may invest in
debt  securities.  These debt  securities  may consist of  investment-grade  and
noninvestment-grade  obligations.  Investment-grade obligations are those which,
at the date of investment,  are rated within the four highest grades established
by Moody's  Investors  Services,  Inc.  (Aaa,  Aa, A, or Baa) or by Standard and
Poor's    Corporation    (AAA,    AA,    A,   or    BBB).    Noninvestment-grade
(high-yield/high-risk,  or junk bond)  securities  are those  rated below Baa or
BBB, or unrated  obligations  that the investment  subadvisor has determined are
not  investment-grade;  such  securities  are  speculative,  and  the  Portfolio
currently  intends to limit such investments to 5% of its assets.  The Portfolio
will not buy debt securities  rated lower than C. See "Additional Risk Factors -
Non-Investment Grade Securities."

CRI  STRATEGIC  GROWTH  seeks  maximum  long-term  growth  through   investments
primarily in the equity  securities  of  companies  that have little or no debt,
high  relative  strength and  substantial  management  ownership.  The Portfolio
considers issuers of all sizes, industries, and geographic markets, and does not
seek  interest  income  or  dividends.  In  selecting  equity  investments,  the
Portfolio  focuses on  individual  companies  by screening  over seven  thousand
stocks traded on all major U.S. stock  exchanges in addition to stocks traded on
the NASDAQ National  Market System.  The Portfolio  invests  primarily in common
stocks traded in the U.S.  securities  markets,  including  American  Depositary
Receipts  (ADRs).  While the  Portfolio  does not  presently  invest in  foreign
securities,  it may do so in the future. By applying proprietary stock selection
criteria,  the Portfolio  identifies suitable  investments to buy or sell short.
The Portfolio may invest in securities  other than equities  including,  but not
limited to,  convertible  securities,  preferred stocks,  bonds, notes and other
debt  securities.  The Portfolio may hold cash or cash equivalents for temporary
defensive  purposes or to enable it to take  advantage of buying  opportunities.
The Portfolio may engage in certain options and futures  transactions as part of
a defensive strategy and may invest in precious metals.  There is, of course, no
assurance that the Portfolio  will be successful in meeting its  objective.  The
Portfolio's  investment  objective is not fundamental and may be changed without
shareholder approval. See "Additional Risk Factors - Nondiversified Portfolios."

Among the companies identified for investment may be some small cap issuers. The
securities of small cap issuers may be less actively  traded than the securities
of larger issuers,  and they accordingly will not usually  participate in market
rallies  to the  same  extent  as more  widely-known  securities.  There is also
somewhat less readily available  information  concerning these  securities.  The
issuers of these  securities  tend to have a  relatively  higher  percentage  of
insider   ownership.   Although  the  Portfolio   invests  primarily  in  equity
securities, it may invest up to 35% of its assets in debt securities,  excluding
money market instruments.

These debt securities may consist of  investment-grade  and  noninvestment-grade
obligations.  Investment-grade  obligations  are  those  which,  at the  date of
investment,  are rated within the four  highest  grades  established  by Moody's
Investors  Services,  Inc.  (Aaa,  Aa,  A,  or Baa) or by  Standard  and  Poor's
Corporation (AAA, AA, A, or BBB). Noninvestment-grade (high-yield/high-risk,  or
junk bond)  securities are those rated below Baa or BBB, or unrated  obligations
that the investment  subadvisor has  determined are not  investment-grade;  such
securities  have  speculative  characteristics.  The Portfolio will not buy debt
securities  rated lower than C. See  "Additional  Risk Factors -  Non-Investment
Grade Securities."

The Portfolio  employs an econometric  forecasting model called the "Five Market
Principles,"  developed by the  Subadvisor.  This model  consists of  contrarian
indicators,  long- and short-term momentum factors,  fundamental value, monetary
policy,  and smart money activity.  The degree to which these principles are, on
balance,  positive or  negative,  determines  the extent to which the  Portfolio
would  commit  funds  to  individual  equity  positions  or  initiate  defensive
strategies.

The contrarian  principle  contains  "psychological"  indicators  that track the
level of optimism  among traders.  Elements  include the put/call ratio (gauging
the  sentiment  of  speculative   option   traders),   put/call  premium  spread
(monitoring  the spread  between the  relative  time  premium of puts or calls),
advisory  sentiment  (tracking the  proportion of bullish  versus  bearish stock
market  advisory  services),  mutual fund cash ratio (cash and cash  equivalents
held in mutual funds divided by total assets of the funds),  individual investor
sentiment (measured by following the weekly poll by the American  Association of
Individual  Investors),  and short  interest  ratio (an  indication  of existing
sentiment  and potential  buying  power,  calculated by dividing the total short
sales on the New York  Stock  Exchange  ("NYSE")  by the  NYSE's  average  daily
trading volume for the relevant period).

Fundamental  value measures the valuation of stock prices relative to historical
standards,  as well as the supply of stock  outstanding.  Its  elements  include
stock offerings (excessive amounts of new offerings can lead to oversupply and a
market downturn),  stock buybacks (excessive amounts indicate a bullish market),
dividend yields (as compared with the S&P 500 Index), and  price/earnings  ratio
(an indicator of a stock's value, calculated by dividing a stock's current price
by earnings per share over the last twelve months).

Monetary  policy  examines  behavior in credit markets for shifts in the Federal
Reserve Board's policy on interest rates, which influence stock prices. Elements
of this  principle  include the  discount  rate index (what the Federal  Reserve
Board charges its member banks for direct loans,  a change in rate  indicating a
shift in  monetary  policy),  discount  rate/Treasury-bill  spread (a  sensitive
intermediate-term indicator, computed by subtracting the current 90-day Treasury
bill yield from the Federal  Reserve Board Discount  Rate), M2 money supply (the
total of all money held by the public -  indirectly  controlled  by the  Federal
Reserve  Board and a good  indicator for the stock  market),  free reserves (the
measure  of  liquidity  within the U.S.  banking  system,  liquidity  indicating
availability  of money  for  financial  growth),  and  yield  curve  (a  graphic
representation  of the  different  yields  among  debt  instruments  of  varying
maturities).

Momentum measures the stock market's internal strength, monitored on a real-time
basis.  Indicators include the weekly  advance/decline  line (a measure of total
market  performance,  calculated by subtracting  the total number of NYSE issues
advancing  in price  for the  week  versus  those  declining),  absolute  market
strength (gauged by following the relative  strength of the NASDAQ Composite and
the NYSE's weekly  advance/decline  line versus the Dow Jones Industrials),  the
McClellan oscillator (short-term market momentum indicator), the summation index
(to  confirm   intermediate-term  moves  in  the  market),  the  moving  average
convergence/divergence  (indicates swings in the market), and the high low logic
index (a  forecaster  of market tops and bottoms,  indicating  bullishness  when
there is internal uniformity in the market).
Smart money trades measure the level of optimism  among traders.  Pieces of this
measure include the behavior of company insiders (heavy insider buying generally
demonstrating  a stock that will  outperform  the market),  the member  activity
index  (measuring  trading  activity  by all  members  of the  NYSE  other  than
specialists and floor traders,  infrequent  massive buying  indicating a bullish
market), the specialist/public  short ratio (greater volume of shorting relative
to the public short  generally  indicating a decline in prices),  and money flow
(tracking "smart money" trades in the last hour versus  "irrational"  trading in
the first hour).

Many of the investment techniques used by the Portfolio are aggressive,  and may
involve  higher  levels  of  risk  than  found  in  funds  not  employing  these
techniques.  Some of the  techniques,  such as short sales,  options and futures
trading,  and  investment in  high-yield/high-risk  securities may be considered
speculative and could result in higher operating expenses.

Under normal market  conditions  the Portfolio  strives to be fully  invested in
securities.  However,  for temporary  defensive  purposes -- which may include a
lack of adequate purchase candidates or an unfavorable market environment -- the
Portfolio may invest up to 100% of its assets in cash or cash equivalents.  Cash
equivalents include instruments such as, but not limited to, U.S. government and
agency  obligations,   certificates  of  deposit,  bankers'  acceptances,   time
deposits,  commercial paper, short-term corporate debt securities and repurchase
agreements.


Additional Fundamental Investment Policies 

CRI Capital  Accumulation,  Equity, Bond, Global and Strategic Growth Portfolios
may, in pursuit of their  investment  objectives,  purchase put and call options
and engage in the  writing of covered  call  options  and secured put options on
securities of issuers that meet the Portfolios'  social  criteria,  and employ a
variety of other  investment  techniques,  including  the  purchase  and sale of
market index futures contracts,  financial futures contracts and options on such
futures.  Investing  in options may involve a greater  degree of risk than those
inherent in more  conservative  investment  approaches.  These  Portfolios  will
engage in futures  contracts and related  options only to protect against market
declines,  except that CRI Strategic Growth may invest in options and futures in
the ordinary  course as part of an investment  strategy.  The Portfolios  (other
than Strategic  Growth) will not engage in such  transactions for speculation or
leverage.  It is an operating policy of the Fund that no Portfolio may invest in
options and futures contracts if as a result more than 5% of its assets would be
so invested, except that Strategic Growth may do so up to 50% of its assets.

All of the  Portfolios,  including  CRI Money  Market,  may engage in repurchase
agreements  and reverse  repurchase  agreements.  In a repurchase  agreement,  a
Portfolio buys a security subject to the right and obligation to sell it back at
a higher price. In order to minimize any risk involved, the Portfolio engages in
such transactions only with recognized  securities  dealers and banks determined
by the Advisor to present a minimal credit risk. Repurchase agreements are fully
collateralized and always have a maturity of less than one year. No more than 10
percent of a  Portfolio's  assets may be invested in repurchase  agreements  not
terminable  within seven days. In a reverse  repurchase  agreement,  a Portfolio
sells a security  subject to the right and obligation to buy it back at a higher
price.  The Portfolio then invests the proceeds from the  transaction in another
obligation  in  which  it  is  authorized  to  invest.  For  reverse  repurchase
agreements,  the  Portfolio  maintains a segregated  account with liquid  assets
equal in value to the repurchase price.

Each Portfolio may borrow money from banks (and pledge its assets to secure such
borrowing) for temporary or emergency purposes, but not for leverage.  This type
of borrowing may not exceed 10% of the value of each  Portfolio's  total assets,
except that Capital  Accumulation  and Strategic Growth may do so in amounts not
to exceed  one-third of their assets.  The Portfolios may also make loans of the
securities they hold. The advantage of loaning  securities is that the Portfolio
continues to receive the equivalent of the interest  earned or dividends paid by
the issuers  while at the same time earning  interest on the cash or  equivalent
collateral that may be invested in accordance  with the  Portfolio's  investment
objective,  policies,  and restrictions.  The purpose of the loans is usually to
facilitate  the delivery of securities.  As with any extension of credit,  there
may be risks of delay in  recovery  and  possible  loss of rights in the  loaned
security if the borrower fails  financially.  The Investment Advisor attempts to
reduce the risk by lending only to borrowers that it deems creditworthy and only
on terms that it believes compensates for any risk inherent in the transaction.

A Portfolio may lend its securities to New York Stock Exchange  member firms and
to commercial  banks with assets of one billion  dollars or more. All loans must
be secured  continuously  in the form of cash or cash  equivalents  such as U.S.
Treasury bills. In addition,  the amount of collateral must, on a current basis,
equal or exceed the market value of the loaned  securities,  and the  Portfolios
may only make the loan if the value of the securities loaned does not exceed 10%
of the Portfolio's  assets,  except that Capital  Accumulation  may lend no more
than 5% of its  securities,  and  Strategic  Growth  may lend up to the value of
one-third of its assets.  The Portfolios  must be able to terminate loans at any
time with appropriate notice. A Portfolio will exercise its right to terminate a
securities  loan in order to preserve its right to vote on matters of importance
affecting  holders of the  securities.  All  securities  must be returned to the
Portfolios when a loan terminates, and the Portfolios absorb any gain or loss in
the market value of the securities during the loan period.

CRI  Strategic  Growth may  establish  short  positions in an attempt to protect
against market  declines,  and will choose from among  securities that are fully
listed on a national  securities exchange (unless otherwise allowed by law). The
Portfolio establishes a short position by selling a security it does not own and
makes  delivery by borrowing  the security it sold. It then repays the lender of
the securities by covering its purchase in the  marketplace,  ideally at a lower
price than that for which it sold the  securities,  thereby taking  advantage of
declining  values.  Conversely,  if the price of the security  goes up after CRI
Strategic  Growth  establishes  its  short  position,  it will lose  money.  The
Portfolio  may hold up to 25% of its  assets  in short  positions,  and will not
normally sell short more than 2% of a class of securities of any issuer or 2% of
its Portfolio's net assets,  whichever is less. These restrictions may change to
reflect amendments to the law.

Funds for  short-sale  transactions  (other  than those for which CRI  Strategic
Growth already owns a long position,  or "sales against the box") are maintained
in a segregated account with its custodian. In that account CRI Strategic Growth
attempts to  maintain,  on a daily  basis,  liquid  assets  (such as cash,  U.S.
government  securities  or  other  high-grade  debt  obligations)  in an  amount
sufficient to cover the current  value of the  securities to be replaced as well
as any  dividends,  interest  and/or  transaction  costs due to the broker  upon
completion  of the  transaction.  In  determining  the  amount to be held in the
segregated  account,  the  securities  that have been sold  short are  marked to
market  daily.  To the  extent  the  market  price  of the  security  increases,
additional  assets will be put into the  segregated  account to ensure  adequate
reserves.

Risks of Foreign Securities 

CRI Global  and  Strategic  Growth  may  invest  all of their  assets in foreign
securities,  although  CRI  Global  intends  to  invest  part of its  assets  in
securities of U.S.  issuers,  and CRI Strategic Growth does not presently intend
to invest in foreign  securities.  CRI Money Market,  Bond,  Equity, and Capital
Accumulation may each invest up to 25%, and CRI Balanced may invest up to 10% of
its assets, in the securities of foreign issuers.  CRI Money Market may purchase
only high quality, U.S. dollar-denominated instruments.

There are  substantial  and  different  risks  involved in  investing in foreign
securities.  You should consider these risks  carefully.  For example,  there is
generally less publicly  available  information  about foreign companies than is
available  about  companies in the U.S.  Foreign  companies  are  generally  not
subject  to uniform  audit and  financial  reporting  standards,  practices  and
requirements comparable to those in the U.S.

Foreign  securities  involve  currency risks. The U.S. dollar value of a foreign
security  tends to  decrease  when the value of the  dollar  rises  against  the
foreign currency in which the security is denominated and tends to increase when
the value of the dollar falls against such  currency.  Fluctuations  in exchange
rates may also  affect the earning  power and asset value of the foreign  entity
issuing the  security.  Dividend  and  interest  payments may be returned to the
country of origin,  based on the exchange rate at the time of disbursement,  and
restrictions  on capital flows may be imposed.  Losses and other expenses may be
incurred in converting  between various currencies in connections with purchases
and sales of foreign securities.
Foreign  stock  markets are  generally not as developed or efficient as those in
the U.S. In most foreign  markets volume and liquidity are less than in the U.S.
and, at times,  volatility  of price can be greater than that in the U.S.  Fixed
commissions on foreign stock exchanges are generally  higher than the negotiated
commissions on U.S.  exchanges.  There is generally less government  supervision
and  regulation of foreign stock  exchanges,  brokers and companies  than in the
U.S.
There is also the  possibility  of adverse  changes in  investment  or  exchange
control regulations,  expropriation or confiscatory taxation, limitations on the
removal of funds or other assets, political or social instability, or diplomatic
developments  which could  adversely  affect  investments,  assets or securities
transactions of the Fund in some foreign countries. The Fund is not aware of any
investment or exchange control regulations which might substantially  impair the
operations of the Fund as described, although this could change at any time.

Investing in emerging markets in particular, those countries whose economies and
capital  markets are not as developed as those of more  industrialized  nations,
carries  its own  special  risks.  Among  other  risks,  the  economies  of such
countries may be affected to a greater  extent than in other  countries by price
fluctuations of a single commodity, by severe cyclical climatic conditions, lack
of  significant  history in operating  under a  market-oriented  economy,  or by
political instability, including risk of expropriation.

For  many  foreign  securities,   there  are  U.S.  dollar-denominated  American
Depositary Receipts ("ADRs"),  which are traded in the U.S. on exchanges or over
the counter and are  generally  sponsored  and issued by  domestic  banks.  ADRs
represent  the right to receive  securities  of foreign  issuers  deposited in a
domestic  bank or a  correspondent  bank.  ADRs do not  eliminate  all the  risk
inherent  in  investing  in the  securities  of  foreign  issuers.  However,  by
investing in ADRs rather than directly in foreign  issuers' stock,  the Fund can
avoid currency risks during the settlement period for either purchases or sales.
In  general,  there is a large,  liquid  market in the U.S.  for many ADRs.  The
information  available  for ADRs is  subject  to the  accounting,  auditing  and
financial  reporting  standards of the domestic market or exchange on which they
are traded,  which  standards  are more uniform and more  exacting than those to
which many foreign issuers may be subject.  The Fund may also invest in European
Depositary Receipts ("EDRs"),  which are receipts evidencing an arrangement with
a  European  bank  similar  to that  for ADRs  and are  designed  for use in the
European  securities  markets.  EDRs  are  not  necessarily  denominated  in the
currency of the underlying security.

The dividends and interest  payable on certain of the Fund's foreign  securities
may be  subject to  foreign  withholding  taxes,  thus  reducing  the net amount
available for  distribution to the Fund's  shareholders.  You should  understand
that the  expense  ratio of the Fund can be  expected to be higher than those of
investment  companies  investing only in domestic  securities since the costs of
operations are higher.

Writing (Selling) Call and Put Options.  (Not applicable to CRI Money Market and
Balanced  Portfolios) A call option on a security,  security  index or a foreign
currency  gives the  purchaser of the option,  in return for the premium paid to
the writer (seller), the right to buy the underlying security,  index or foreign
currency  at the  exercise  price at any time  during  the option  period.  Upon
exercise by the purchaser, the writer of a call option on an individual security
or foreign  currency  has the  obligation  to sell the  underlying  security  or
currency at the exercise  price. A call option on a securities  index is similar
to a call option on an individual security,  except that the value of the option
depends on the weighted  value of the group of securities  comprising  the index
and all  settlements  are made in cash. A call option may be  terminated  by the
writer  (seller) by entering  into a closing  purchase  transaction  in which it
purchases an option of the same series as the option previously written.

A put  option on a  security,  security  index,  or foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to sell the underlying  security,  index,  or foreign  currency at the
exercise price at any time during the option period.

Upon exercise by the purchaser, the writer of a put option has the obligation to
purchase the underlying  security or foreign  currency at the exercise  price. A
put option on a  securities  index is  similar to a put option on an  individual
security,  except that the value of the option  depends on the weighted value of
the group of securities  comprising  the index and all  settlements  are made in
cash.

The Portfolios may write  exchange-traded  call options on its securities.  Call
options may be written on portfolio  securities,  securities indices, or foreign
currencies. With respect to securities and foreign currencies, the Portfolio may
write call and put options on an exchange or  over-the-counter.  Call options on
portfolio securities will be covered since the Portfolio will own the underlying
securities  or other  securities  that are  acceptable  for  escrow at all times
during the option  period.  Call options on  securities  indices will be written
only to hedge in an economically  appropriate way portfolio securities which are
not  otherwise  hedged with options or financial  futures  contracts and will be
"covered" by identifying the specific  portfolio  securities being hedged.  Call
options  on  foreign  currencies  and put  options  on  securities  and  foreign
currencies will be covered by securities  acceptable for escrow. A Portfolio may
not write  options on more than 50% of its total  assets.  Management  presently
intends to cease writing  options if and as long as 25% of such total assets are
subject to outstanding  options  contracts or if required  under  regulations of
state securities administrators.

Each  Portfolio  will write call and put  options in order to obtain a return on
its investments from the premiums  received and will retain the premiums whether
or not the options are  exercised.  Any decline in the market value of portfolio
securities  or foreign  currencies  will be offset to the extent of the premiums
received (net of  transaction  costs).  If an option is  exercised,  the premium
received on the option will  effectively  increase the exercise  price or reduce
the difference between the exercise price an market value.

During the option period,  the writer of a call option gives up the  opportunity
for  appreciation  in the market  value of the  underlying  security or currency
above the  exercise  price.  It retains the risk of loss should the price of the
underlying  security or foreign  currency  decline.  Writing  call  options also
involves risks relating to the  Portfolio's  ability to close out options it has
written.

During the option  period,  the writer of a put option has assumed the risk that
the price of the underlying  security or foreign currency will decline below the
exercise  price.  However,  the  writer  of the  put  option  has  retained  the
opportunity for appreciation above the exercise price should the market price of
the underlying  security or foreign currency increase.  Writing put options also
involves risks relating to the  Portfolio's  ability to close out options it has
written.

Purchasing  Call and Put Options  (Not  applicable  to CRI Money  Market and CRI
Balanced  Portfolios),  Warrants and Stock Rights (Not  applicable  to CRI Money
Market  Portfolio).  The  Portfolios  may invest up to an aggregate of 5% of its
total  assets in  exchange-traded  or  over-the-counter  call and put options on
securities and securities indices and foreign currencies,  except that Strategic
Growth may do so up to 50% of its total assets. Purchases of such options may be
made for the  purpose of  hedging  against  changes  in the market  value of the
underlying  securities or foreign  currencies.  The Portfolio may invest in call
and put options whenever, in the opinion of the Advisor or Subadvisor, a hedging
transaction is consistent with its investment objectives. The Portfolio may sell
a call option or a put option  which it has  previously  purchased  prior to the
purchase  (in the  case of a call)  or the  sale  (in the  case of a put) of the
underlying  security or foreign  currency.  Any such sale would  result in a net
gain or loss  depending  on whether  the amount  received on the sale is more or
less than the premium and other  transaction costs paid on the call or put which
is sold.  Purchasing a call or put option  involves the risk that the  Portfolio
may lose the premium it paid plus transaction costs.

Warrants and stock rights are almost  identical to call options in their nature,
use and  effect  except  that they are  issued by the  issuer of the  underlying
security rather than an option writer, and they generally have longer expiration
dates than call  options.  A Portfolio  may invest up to 5% of its net assets in
warrants and stock rights, but no more than 2% of its net assets in warrants and
stock  rights not listed on the New York Stock  Exchange or the  American  Stock
Exchange.

Financial  Futures and Related  Options (Not  applicable to CRI Money Market and
CRI Balanced Portfolios). A Portfolio may enter into financial futures contracts
and related options as a hedge against  anticipated  changes in the market value
of their portfolio  securities or securities which they intend to purchase or in
the  exchange  rate of  foreign  currencies.  Hedging  is the  initiation  of an
offsetting position in the futures market which is intended to minimize the risk
associated  with  a  position's   underlying  securities  in  the  cash  market.
Investment  techniques  related to financial  futures and options are summarized
below and are described more fully in the Statement of Additional Information.

Financial futures contracts consist of interest rate futures contracts,  foreign
currency futures contracts and securities index futures  contracts.  An interest
rate futures contract  obligates the seller of the contract to deliver,  and the
purchaser to take  delivery of, the interest rate  securities  called for in the
contract at a specified future time and at a specified price. A foreign currency
futures  contract  obligates  the seller of the  contract  to  deliver,  and the
purchaser to take delivery of, the foreign  currency  called for in the contract
at a specified  future time and at a specified price. A securities index assigns
relative  values  to  the  securities  included  in the  index,  and  the  index
fluctuates  with changes in the market values of the  securities so included.  A
securities index futures contract is a bilateral agreement pursuant to which two
parties agree to take or make delivery of an amount of cash equal to a specified
dollar amount times the  difference  between the index value at the close of the
last trading day of the contract and the price at which the futures  contract is
originally struck. An option on a financial futures contract gives the purchaser
the right to assume a position in the contract (a long position if the option is
a call and a short  position  if the  option is a put) at a  specified  exercise
price at any time during the period of the option.

A Portfolio may purchase and sell financial  futures  contracts which are traded
on a  recognized  exchange  or board  of  trade  and may  purchase  exchange  or
board-traded put and call options on financial futures contracts. It will engage
in  transactions  in financial  futures  contracts and related  options only for
hedging  purposes and not for speculation.  In addition,  the Portfolio will not
purchase  or  sell  any  financial   futures  contract  or  related  option  if,
immediately  thereafter,  the sum of the cash or U.S.  Treasury bills  committed
with  respect to its  existing  futures and related  options  positions  and the
premiums  paid for related  options  would  exceed 5% of the market value of its
total assets.  At the time of purchase of a futures contract or a call option on
a futures  contract,  an amount of cash,  U.S.  Government  securities  or other
appropriate high-grade debt obligations equal to the market value of the futures
contract minus the Portfolio's initial margin deposit with respect thereto, will
be  deposited  in a  segregated  account  with  the  Fund's  custodian  bank  to
collateralize  fully the position and thereby  ensure that it is not  leveraged.
The extent to which the Portfolio may enter into financial futures contracts and
related options may also be limited by requirements of the Internal Revenue Code
of 1986 for qualification as a regulated investment company.

Engaging in transactions in financial futures contracts  involves certain risks,
such as the  possibility  of an imperfect  correlation  between  futures  market
prices and cash market prices and the possibility that the Advisor or Subadvisor
could be incorrect in its  expectations as to the direction or extent of various
interest rate movements or foreign  currency  exchange  rates, in which case the
Fund's return might have been greater had hedging not taken place. There is also
the risk that a liquid secondary market may not exist. The risk in purchasing an
option on a financial futures contract is that the Fund will lose the premium it
paid.  Also,  there may be  circumstances  when the  purchase  of an option on a
financial futures contract would result in a loss to the Fund while the purchase
or sale of the contract would not have resulted in a loss.

Foreign Currency Transactions (Not applicable to CRI Money Market Portfolio)  
The value of a Portfolio's  assets as measured in United  States  dollars may be
affected  favorably or unfavorably by changes in foreign currency exchange rates
and  exchange  control  regulations,  and  the  Portfolio  may  incur  costs  in
connection  with  conversions  between  various  currencies.  The Portfolio will
conduct its foreign currency exchange transactions either on a spot (i.e., cash)
basis at the spot rate prevailing in the foreign currency  exchange  market,  or
through  forward  contracts  to purchase or sell foreign  currencies.  A forward
foreign currency  exchange contract involves an obligation to purchase or sell a
specific  currency at a future date,  which may be any fixed number of days from
the date of the contract agreed upon by the parties,  at a price set at the time
of the contract.  These contracts are traded directly  between  currency traders
(usually large commercial banks) and their customers.

When a Portfolio  enters into a contract  for the purchase or sale of a security
denominated  in a foreign  currency,  it may want to establish the United States
dollar cost or proceeds, as the case may be. By entering into a forward contract
in United  States  dollars  for the  purchase  or sale of the  amount of foreign
currency involved in the underlying security transaction,  the Portfolio is able
to protect  itself  against a possible loss between trade and  settlement  dates
resulting from an adverse change in the  relationship  between the United States
dollar and such foreign currency.  However,  this tends to limit potential gains
which might result from a positive  change in such currency  relationships.  The
Portfolio  (other  than CRI  Balanced  Portfolio)  may also  hedge  its  foreign
currency  exchange  rate risk by  engaging  in  currency  financial  futures and
options transactions.

When the Advisor or the Subadvisor believes that the currency of a
particular foreign country may suffer a substantial decline against
the United States dollar, it may enter into a forward contract to sell
an amount of foreign currency approximating the value of some or all
of the Portfolio's portfolio securities denominated in such foreign
currency. The forecasting of short-term currency market movement is
extremely difficult and whether such a short-term hedging strategy
will be successful is highly uncertain.

It is  impossible  to forecast  with  precision  the market  values of portfolio
securities at the expiration of a contract. Accordingly, it may be necessary for
the Portfolio to purchase  additional  currency on the spot market (and bear the
expense of such  purchase)  if the market value of the security is less than the
amount of foreign  currency  the Fund is obligated to deliver when a decision is
made to  sell  the  security  and  make  delivery  of the  foreign  currency  in
settlement of a forward contract. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security  if its  market  value  exceeds  the  amount of  foreign  currency  the
Portfolio is obligated to deliver.

If a  Portfolio  retains the  portfolio  security  and engages in an  offsetting
transaction,  it will incur a gain or a loss (as described  below) to the extent
that  there has been  movement  in forward  contract  prices.  If the  Portfolio
engages  in an  offsetting  transaction,  it may  subsequently  enter into a new
forward  contract to sell the foreign  currency.  Should  forward prices decline
during the period between the Portfolio's  entering into a forward  contract for
the  sale of a  foreign  currency  and the  date it  enters  into an  offsetting
contract for the purchase of the foreign currency, it would realize gains to the
extent the price of the  currency it has agreed to sell exceeds the price of the
currency  it has  agreed  to  purchase.  Should  forward  prices  increase,  the
Portfolio  would  suffer a loss to the extent the price of the  currency  it has
agreed to  purchase  exceeds  the price of the  currency  it has agreed to sell.
Although  such  contracts  tend to minimize the risk of loss due to a decline in
the value of the hedged  currency,  they also tend to limit any  potential  gain
which might result should the value of such currency increase. The Portfolio may
have to convert its holdings of foreign  currencies  into United States  dollars
from time to time.  Although  foreign  exchange  dealers do not charge a fee for
conversion,  they do realize a profit  based on the  difference  (the  "spread")
between the prices at which they are buying and selling various currencies.
Additional Nonfundamental Investment Policies 

CRI Capital  Accumulation,  Money Market,  Balanced,  Equity,  Bond,  Global and
Strategic  Growth  Portfolios  have  adopted  the  following   operating  (i.e.,
nonfundamental)  investment  policies  which  may be  changed  by the  Board  of
Directors  without  shareholder  approval:  Each Portfolio may invest up to less
than one percent (up to three percent in the case of CRI Capital

Accumulation,   Global  and  Strategic  Growth)  of  its  respective  assets  in
investments in securities  that offer a rate of return below the then prevailing
market  rate  and that  present  attractive  opportunities  for  furthering  the
Portfolio's social criteria.  In applying this restriction,  the percentage of a
Portfolio's assets in such securities is based on the aggregate cumulative value
at the time of the respective  acquisitions of such securities currently held by
the  Portfolio.  These  securities  are  unrated  and are  generally  considered
non-investment  grade debt securities which involve a greater risk of default or
price decline than  investment-grade  securities.  Through  diversification  and
credit  analysis,  investment  risk can be  reduced,  although  there  can be no
assurance that losses will not occur.

No Portfolio may purchase illiquid  securities if more than 10% (15% for Capital
Accumulation,  CRI Global and Strategic Growth) of the value of that Portfolio's
net assets would be invested in such  securities.  Further,  a Portfolio may not
acquire private placement investments until the value of that Portfolio's assets
exceeds $20 million.

For further information on the Portfolio's investment policies and restrictions,
as well as a description of the types of securities  that may be purchased,  see
the Statement of Additional Information.

Additional Risk Factors 

Nondiversified  Portfolios  (CRI  Balanced,  CRI Capital  Accumulation,  and CRI
Strategic Growth)

There  may  be  risks   associated  with  a  Portfolio   being   nondiversified.
Specifically,  since a relatively  high  percentage of the assets of a Portfolio
may be invested in the obligations of a limited number of issuers,  the value of
the shares of a  nondiversified  Portfolio may be more susceptible to any single
economic,  political  or  regulatory  event  than the  shares  of a  diversified
Portfolio would be.

Interest Rate Risk 

All fixed income  instruments  are subject to  interest-rate  risk:  that is, if
market interest rates rise, the current  principal value of a bond will decline.
In  general,  the longer the  maturity  of the bond,  the greater the decline in
value will be.

Non-Investment Grade Securities 

Noninvestment-grade  securities  tend  to be less  sensitive  to  interest  rate
changes  than  higher-rated  investments,  but are  more  sensitive  to  adverse
economic  changes and  individual  corporate  developments.  This may affect the
issuer's ability to make principal and interest payments on the debt obligation.
There is also a greater  risk of price  declines  due to changes in the issuer's
creditworthiness.  Because  the market for  lower-rated  securities  may be less
active ("thinner") than for higher-rated securities, it may be difficult for the
fund  to  sell  the  securities.   Because  of  a  lack  of  objective  data,  a
thinly-traded market may make it difficult to value the securities,  so that the
Board of Directors  may have to exercise its judgment in assigning a value.  See
the Appendix in the Statement of Additional  Information for more information on
bond ratings.
                                            
                               INVESTMENT SCREENS

CRI Capital Accumulation 

Once  securities are  determined to fall within the investment  objective of the
Fund and are deemed financially viable investments,  they are screened according
to the social  criteria  described  below.  These social  screens are applied to
potential  investment  candidates  by  the  Advisor  in  consultation  with  the
Subadvisor.

The following  criteria may be changed by the Fund's Board of Directors  without
shareholder approval:

(1) The Fund avoids investing in companies that, in the Advisor's opinion,  have
significant or historical patterns of violating  environmental  regulations,  or
otherwise have an egregious  environmental record.  Additionally,  the Fund will
avoid investing in nuclear power plant operators and owners, or manufacturers of
key components in the nuclear power process.

(2) The Fund will not  invest in  companies  that are  significantly  engaged in
weapons production.  This includes weapons systems contractors and major nuclear
weapons systems contractors.

(3) The Fund will not invest in companies that, in the Advisor's  opinion,  have
significant or historical  patterns of  discrimination  against employees on the
basis of race, gender, religion, age, disability or sexual orientation,  or that
have major labor-management disputes.

(4) The Fund will not invest in companies that are significantly involved in the
manufacture  of  tobacco  or  alcohol  products.  The Fund  will not  invest  in
companies that make products or offer  services  that,  under proper use, in the
Advisor's opinion, are considered harmful.

The Advisor will seek to review companies' overseas  operations  consistent with
the social  criteria  stated above.  While the Fund may invest in companies that
exhibit positive social characteristics, it makes no explicit claims to seek out
companies with such practices.

CRI Global 

The  Portfolio  carefully  reviews a  company's  policies  and  behavior  in the
following social issues:  environment,  nuclear energy, weapons systems,  health
care, human rights, and  alcohol/tobacco.  The Portfolio  currently observes the
following  operating  policies which may be changed by the Portfolio's  Board of
Directors  without  shareholder  approval:  (1) the Portfolio  actively seeks to
invest in  companies  that  achieve  excellence  in both  financial  return  and
environmental  soundness,  selecting  issuers  that take  positive  steps toward
preserving  our  environment  and  avoiding  companies  with poor  environmental
records;  (2) the Portfolio will not invest in issuers  primarily engaged in the
manufacture  of  weapons  systems,  the  production  of nuclear  energy,  or the
manufacture  of  equipment  to produce  nuclear  energy;  and (3) the  Portfolio
actively  seeks to invest in companies  whose  products or services  improve the
quality of or access to health care,  including  public health and  preventative
medicine.

The  Portfolio  believes  that  there  are  long-term  benefits  inherent  in an
investment  philosophy  that  demonstrates  concern for the  environment,  human
rights,  economic  priorities,  and international  relations.  Those enterprises
which exhibit a social  awareness  measured in terms of the above attributes and
considerations should be better prepared to meet future societal needs for goods
and services.  By responding to social concerns,  these  enterprises  should not
only avoid the  liability  that may be  incurred  when a product or  services is
determined to have a negative social impact or has outlived its usefulness,  but
also  be  better  positioned  to  develop  opportunities  to  make a  profitable
contribution  to  society.  These  enterprises  should  be ready to  respond  to
external  demands  and ensure  that over the longer  term they will be viable to
provide a positive return to both investors and society as a whole.
CRI Bond, Equity, Money Market and Balanced 

With regard to CRI Bond, Equity,  Money Market and Balanced,  each investment is
selected  with a  concern  for its  social  impact.  The  Portfolios  invest  in
accordance with their  philosophy that long-term  rewards to investors will come
from those organizations whose products, services, and methods enhance the human
condition and the traditional American values of individual initiative, equality
of opportunity and cooperative effort.

The  Portfolios  have  developed  the  following  criteria for the  selection of
organizations  in which they invest.  The Portfolios  recognize,  however,  that
these criteria represent standards of behavior which few, if any,  organizations
totally  satisfy and that,  as a matter of practice,  evaluation of a particular
organization in the context of these criteria will involve  subjective  judgment
by the Portfolios' Investment Advisor and Subadvisor.

       
Given these considerations, the Portfolios seek to invest in producers or
service providers that:

1. Deliver safe products and services in ways that sustain our natural
environment.

2. Are managed with participation throughout the organization in defining
and achieving objectives.

3. Negotiate fairly with their workers, provide an environment supportive
of their wellness, do not discriminate on the basis of race, gender,
religion, age, disability, ethnic origin, or sexual orientation, do not
consistently violate regulations of the Equal Employment Opportunity
Commission, and provide opportunities for women, disadvantaged minorities,
and others for whom equal opportunities have often been denied.

4. Foster awareness of a commitment to human goals, such as creativity,
productivity, self-respect and responsibility, within the organization and
the world, and continually recreate a context within which these goals can
be realized.


The Portfolios will not invest in an issuer primarily engaged in: 

1. The production of nuclear energy or the manufacture of equipment to
produce nuclear energy.

2. Business activities in support of repressive regimes.

3. The manufacture of weapons systems.

In addition, the Portfolios will not, as a matter of operating policy which
may be changed without the approval of a majority of the outstanding
shares, invest in an issuer primarily engaged in the manufacture of
alcoholic beverages or tobacco products, or the operation of gambling
casinos.

The Portfolios believe that social and technological change will continue
to transform America and the world for the balance of this century. Those
enterprises that exhibit a social awareness measured in terms of the above
attributes and considerations should be better prepared to meet future
societal needs for goods and services. By responding to social concerns,
these enterprises should maintain flexibility and further social goals. In
so doing they may not only avoid the liability that may be incurred when a
product or service is determined to have a negative social impact or has
outlived its usefulness, but should also be better positioned to develop
opportunities to make a profitable contribution to society. The Portfolios
believe that these enterprises will be ready to respond to external demands
and ensure that over the longer term they will be able to provide a
positive return to both investors and society as a whole.

In selecting investments under the four positive and three negative factors
outlined above, the Subadvisors consider the investments' ability to
contribute to the dual objective of the Portfolios. Potential investments
are first screened for financial soundness and then evaluated according to
the Portfolios' social criteria. To the greatest extent possible
investments are made in companies exhibiting unusual, positive
accomplishments with respect to one or more of the criteria. Companies must
meet the Portfolios' minimum standards for all the criteria. It should be
noted that the Portfolios' social criteria tend to limit the availability
of investment opportunities more than is customary with other investment
portfolios.

The selection of an organization for investment by a Portfolio does not
constitute endorsement or validation, nor does the exclusion of an
organization necessarily reflect failure to satisfy the Portfolios' social
criteria. Investors in the Portfolios are invited to send brief
descriptions of companies they believe might be suitable investments.

CRI Strategic Growth 

Once equity and debt securities are determined to fall within the
investment objective of the Fund and are deemed financially viable
investments, they are screened according to the social criteria described
below. These social screens are applied to potential investment candidates
by the Advisor in consultation with the Subadvisor. However, the Fund may
purchase instruments used for defensive purposes, such as short positions,
options and futures contracts, without regard to the social criteria.

The following criteria may be changed by the Fund's Board of Directors
without shareholder approval:

(1) The Fund avoids investing in companies that, in the Advisor's opinion,
have significant or historical patterns of violating environmental
regulations, or otherwise have an egregious environmental record.
Additionally, the Fund will avoid investing in nuclear power plant
operators and owners, or manufacturers of key components in the nuclear
power process.

(2) The Fund will not invest in companies that are listed among the top 100
weapons systems contractors, or major nuclear weapons systems contractors.

(3) The Fund will not invest in companies that, in the Advisor's opinion,
have significant or historical patterns of discrimination against employees
on the basis of race, gender, religion, age, disability or sexual
orientation, or in companies that have major labor-management disputes.

(4) The Fund will not invest in companies that are significantly involved
in the manufacture of tobacco or alcohol products. The Fund will not invest
in companies that make products or offer services that, under proper use,
in the Advisor's opinion, are considered harmful.

While the Fund may invest in companies that exhibit positive social
characteristics, it makes no explicit claims to seek out companies with
such practice.
- ------------------------------------------------------------------------------- 
                           THE FUND AND ITS MANAGEMENT
- ------------------------------------------------------------------------------ 

Acacia Capital Corporation is an open-end, management investment company,
which was incorporated under the laws of the State of Maryland on September
27, 1982. The Board of Directors supervises the business affairs and
investments of the Fund, which are managed on a daily basis by the Fund's
Investment Advisor. The Fund has several investment Portfolios, each
issuing one class of stock

Investment Advisors 

Calvert Asset Management Company, Inc. ("CAM"), which is located at 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814, is the Investment
Advisor to all of the Portfolios. Calvert Asset Management is a
wholly-owned subsidiary of Calvert Group, Ltd., which is in turn an
indirect wholly-owned subsidiary of Acacia Mutual Life Insurance Company.
As of December 31, 1994, Calvert Group, Ltd. had assets under management
and administration in excess of $4.2 billion. Pursuant to its investment
advisory agreement with the Fund, the Investment Advisor manages the
investment and reinvestment of the assets of each Portfolio and is
responsible for the overall management of the business affairs of each
Portfolio, subject to the direction and authority of the Fund's Board of
Directors. Calvert Asset Management also serves as Investment Advisor to
seven other registered investment companies in the Calvert Group of Funds:
First Variable Rate Fund for Government Income, Calvert Cash Reserves
(doing business as Money Management Plus), Calvert Social Investment Fund,
Calvert Tax-Free Reserves, The Calvert Fund, Calvert Municipal Fund, Inc.,
and Calvert World Values Fund, Inc. CAM has retained investment subadvisors
("Subadvisors") for several of the Portfolios.

CRI Capital Accumulation

CRI Capital Accumulation has a pool of seven investment subadvisors ready
to manage the Portfolio's assets. The Subadvisors are listed below, the
asterisks indicating those comprising the initial portfolio management
team.

==============================================================================
Subadvisor                             Investment Style           Ownership 
============================================================================== 
==============================================================================
*Apodaca Johnston                      Small-Cap Growth       Hispanic American 
*Brown Capital                         Mid-/Large-Cap Growth   African American 
*Fortaleza Asset Management            Small-Cap Growth          Hispanic/Women 
Lee Asset Management                   Small-/Mid-Cap Growth             Women 
New Amsterdam                          Mid-Cap Value/Growth              Women 
Seneca, Inc.                           Large-Cap Value                   Women 
Sturdivant                             Large-Cap Value        African American 
=============================================================================== 


The Advisor will select which Subadvisors will manage the Portfolio's
assets at any given time and the allocation of assets among the managers.
The Advisor has retained a consultant, Progress Investment Management
Company, to aid it in making these determinations. Progress is a California
state-certified minority business enterprise, registered as an investment
advisor with the Securities and Exchange Commission, that evaluates and
monitors emerging minority/women-owned investment management firms. Each
firm has selected a performance index against which it will be measured
with respect to payment of a performance fee, as explained in the next
section.

Apodaca-Johnston Capital Management, Inc.: Apodaca-Johnston Capital
Management, Inc. of San Francisco, California is a small-cap growth manager
that seeks to discover compelling investment ideas by focusing on those
entrepreneurial companies that identify and capitalize on positive trends.
It looks for companies that are experiencing a powerful acceleration in
earnings, exhibit a strong, high quality balance sheet or decidedly
improving financial statements and demonstrate strong relative price
strength. Its performance index is the Russell 2000.

Mr. Johnston is President and Chief Investment Officer of Apodaca-Johnston.
He earned a B.A. from the University of California at Berkeley, and an
M.B.A. from the University of Southern California. In 1985 Mr. Johnston
founded Sterling Financial Group, an independent SEC-registered investment
advisory firm, which was merged into Apodaca-Johnston Capital Management.

Mr. Apodaca is Vice President of Apodaca-Johnston. He earned a B.A. from
the University of New Mexico in 1983, and has had active business
experience since that time.

Brown Capital Management, Inc.: Brown Capital Management, Inc. of
Baltimore, Maryland believes that capital can be enhanced in times of
opportunity and preserved in times of adversity without timing the market.
The firm uses a bottom-up approach that incorporates growth-adjusted price
earnings. Stocks purchased are generally undervalued and have momentum,
have EPS growth rates greater than the market, are more profitable than the
market, and have relatively low price-earnings ratios. Its performance
index is a blend: 60% Russell 1000 Growth and 40% Russell 2000.

Mr. Brown is founder and President of Brown Capital Management. He has over
22 years of investment experience, having served as a Vice President and
Portfolio Manager for 10 years at T. Rowe Price Associates immediately
prior to starting his own firm. Mr. Brown holds an M.S. in Business
Administration from the Indiana University School of Business.
Additionally, he is a professionally-designated Chartered Financial Analyst
(CFA) and Chartered Investment Counselor (CIC).

Mr. Oppenheim has had 24 years' investment experience for institutions,
including the State of Maryland, T. Rowe Price Associates, Inc., the
National Rural Electric Pension and Brown Capital Management. He holds a
B.S. in Economics and Juris Doctor from the University of Wisconsin, and is
a Chartered Financial Analyst (CFA).

Mr. Hall has over 30 years' investment experience including 18 years with
T. Rowe Price Associates, Inc., seven years with Emerging Growth Partners,
Inc., and four years with The Investment Center, prior to joining Brown
Capital Management. Mr. Hall is a former Trustee of the Peabody Institute
of Johns Hopkins University.

Fortaleza Asset Management, Inc.: Fortaleza Asset Management, Inc., of
Chicago, Illinois, is a small-cap growth manager that bases its investment
principles on three key elements: (1) a proprietary stock valuation system
that incorporates technical and market sentiment indicators to determine
optimal buy points; (2) an emphasis on the preservation of capital through
the implementation of a strict selling discipline to lock in capital gains
and reduce losses; and (3) a discipline that does not force equity
commitment in overvalued markets. The investment approach is based on a
bottom-up stock selection process. Its performance index is the Russell
2000.

Ms. Perez is the founder, President and Portfolio Manager of Fortaleza, and
has over 13 years of investment experience. Prior to forming Fortaleza, Ms.
Perez was Vice President and Portfolio Manager for Monetta Financial
Services, Inc., where she was directly involved in the management of equity
accounts totalling in excess of $100 million.

Ms. Perez is a native of Puerto Rico. She earned an MBA from DePaul
University School of Commerce. Ms. Perez is a member of various
professional organizations including the American Institute of CPAs,
National Society of Hispanic MBAs, Association for Investment Management
and Research (AIMR), and the National Association of Securities
Professionals (NASP). She is also a trustee of the Chicago Historical
Society.

Mr. Boves brings over 25 years of investment management and research
experience to Fortaleza. He has a master's degree in Economics from
Northern Illinois University and is a member of the Investment Analysts
Society in Chicago.

Lee Asset Management Company: Lee Asset Management Company is a small-cap
growth investment management company in Federal Way, Washington. The
company adheres to an active investment style called "Growth at a Price."
The philosophy is fundamentally oriented and combines price target
disciplines and market trends. Lee Asset Management searches for companies
with solid and/or improving earnings prospects. Also, when appropriate,
they are opportunistic with stocks in which they have had a successful
investment history and will buy for short term appreciation potential. The
company's investment process is "bottom-up."

Laura E. Lee, President and CIO, has seventeen years in investment-related
activities. Her experience includes portfolio management and equity
analysis. Prior to founding Lee Asset Management in 1989, Ms. Lee was a
Vice President, Portfolio Manager & Security Analyst at Laird Norton Trust
Company. Previously, she was a Trust Investment Officer at the Puget Sount
National Bank. Ms. Lee received a Bachelor of Arts from Pacific Lutheran
University.

Teresa D.E. Rocks-Olson is Vice President & Portfolio Manager, with ten
years' experience in the investment field. Her experience includes
portfolio management of both balanced and equity portfolios, as well as
consulting for clients with outside investment managers. She joined Lee
Asset Management in 1994 and previously spent nine years as a portfolio
manager at Capital Consultants, Inc., an investment management firm in
Portland. Ms. Rocks-Olson received a Bachelor of Science from Lewis and
Clark College and is a Chartered Financial Analyst (CFA).

New Amsterdam Partners, L.P.: New Amsterdam Partners, L.P. is a mid-cap
value investment manager in New York, New York. New Amsterdam Partners is a
quantitative investment firm, evaluating investment opportunities by
comparing expected investment returns. The firm believes that the
disciplined use of their valuation techniques, in conjunction with
fundamental analysis of companies, is the key to understanding and
maximizing investment returns.

Michelle Clayman, General Partner of New Amsterdam, was a founding partner
of the company, which was started in 1986. Prior to co-founding New
Amsterdam, Ms. Clayman was a Vice President of Salomon Brothers in charge
of STOCKFACTS, an on-line computer system that combines analytical tools
for equity analysis and databases and was designed and developed by Ms.
Clayman. Ms. Clayman received her Bachelor of Arts from Oxford University
and an MBA from Stanford University. She is a Chartered Financial Analyst
(CFA) and is past President of the Society of Quantitative Analysts.

Keith Graham is Vice President and Special Limited Partner of New
Amsterdam. Before joining the company in 1987, Mr. Graham was an Assistant
Treasurer at the Bankers Trust Company, first in the Trust Administration
Group and later in the Investment Management Consulting Group.

Seneca, Inc.: Seneca, Inc., of Basking Ridge, New Jersey, is a
value-oriented, medium-to-large capitalization equity manager with a
twelve-year performance record. The firm is majority-owned by six women
employees and a female director. The company employs a traditional low P/E
value approach enhanced by portfolio risk controls and selection of only
those securities experiencing upward revisions in analysts' earnings
estimates.

Susan Saltus and Sandi Sweeney direct the investment effort, drawing on
more than 28 years of investment experience. Ms. Saltus, CFA, is Chief
Investment Officer and has 16 years' investment experience. Ms. Sweeney is
a Portfolio Manager and has 12 years investment experience.

Sturdivant & Co., Inc.: Sturdivant & Co., Inc., of Clementon, New Jersey,
seeks to identify undervalued companies or companies undergoing significant
changes that will enhance shareholder value. The company utilizes a
conservative, disciplined and consistently-applied decision making process
designed to achieve lower risk than the market.

Ralph Sturdivant is Chairman and CEO who, prior to founding the firm, was a
Vice President at Prudential-Bache Securities and an Account Executive with
Merrill Lynch. Mr. Sturdivant holds a Bachelor of Arts from Morgan State
University and is a member of the Financial Analysts of Philadelphia.

Albert Sturdivant is President and CIO, and was a principal and manager of
the capital markets division of Grigsby, Brandford & Company prior to
co-founding Sturdivant & Co. Mr. Sturdivant earned an MBA from the Wharton
Business School of the University of Pennsylvania.

CRI Bond 

The Subadvisor to CRI Bond Portfolio is United States Trust Company of
Boston, a Massachusetts-chartered commercial bank with full trust powers.
It is wholly-owned by and is the principal subsidiary of UST Corporation, a
Massachusetts bank holding company. The Trust Department of United States
Trust Company of Boston has managed funds as a fiduciary since 1895. Cheryl
Smith, Vice President of U.S. Trust, is the portfolio manager for the Bond
Portfolio. Ms. Smith joined U.S. Trust in 1992. In addition to the
management of the Bond Portfolio, her duties at U.S. Trust include
management of institutional and individual client investment portfolios and
integration of client social criteria into the portfolio management
process. She served as Vice President of Franklin Research & Development
from 1987 to 1992. Ms. Smith has managed the Bond Portfolio since August
1994. She is a Chartered Financial Analyst and holds a Ph.D. in Economics
from Yale University.

CRI Balanced 

The Sub-Advisor to the Portfolio is NCM Capital Management Group, Inc.
(NCM). Pursuant to its Investment Sub-Advisory Agreement with the
Investment Advisor, NCM manages the equity portion of the Portfolio
selections for the Portfolio. NCM was founded by Maceo K. Sloan in 1986 as
a subsidiary of North Carolina Mutual Life Insurance Company, which was
established by Mr. Sloan's ancestors in 1898 and is one of the oldest and
largest minority-owned financial institutions in the country. NCM has been
an employee-owned subsidiary of Sloan Financial Group since 1991. Sloan
Financial Group is controlled by Mr. Sloan and Justin F. Beckett, Executive
Vice President and a Director of NCM. NCM is one of the largest
minority-owned investment management firms in the country, and provides
products in equity, fixed-income and balanced portfolio management. It is
also one of the industry leaders in the employment and training of minority
and women investment professionals. NCM has served as sub-advisor to the
Portfolio since February 1995.

Wendell E. Mackey, Vice President of NCM, is the portfolio manager with
respect to the Portfolio's equity investments. Mr. Mackey earned his B.B.A.
degree from Howard University, and his M.M degree from Kellogg Graduate
School of Management at Northwestern University. He subsequently worked
with several securities firms before joining NCM as an equity portfolio
manager in 1993. He has managed the Portfolio since February 1995.

Colleen M. Denzler manages the Portfolio's fixed-income investments. She
has been managing funds for the Advisor since 1988. Ms. Denzler holds a
B.S. degree from Radford University and is a Chartered Financial Analyst.

CRI Equity 

The Subadvisor to CRI Equity is Loomis, Sayles and Company, which replaced
United States Trust Company as of February 1, 1994 upon shareholder
approval. The individual portfolio manager responsible for CRI Equity is
Philip J. Schettewi, Managing Partner, Vice President, and Chief Portfolio
Strategist of Loomis, Sayles. Mr. Schettewi is a Chartered Financial
Analyst and has 12 years' experience in the investment business.

CRI Global Equity

The Subadvisor to CRI Global is Murray Johnstone International, Ltd. of
Glasgow, Scotland, which has its principal U.S. office in Chicago,
Illinois, and is a wholly-owned subsidiary of United Asset Management
Company. Murray Johnstone manages the investment and reinvestment of the
assets of CRI Global, although the Advisor may manage part of CRI Global's
cash reserves required for liquidity purposes. Andrew Preston, CRI Global
Portfolio Manager, studied at Melbourne University in Australia and
Ritsumeikan University in Japan prior to working for the Australian
Department of Foreign Affairs. He joined Murray Johnstone in 1985 as an
analyst in the U.K. and U.S. departments, became Fund Manager in the
Japanese Department, and played a prominent role in the establishment and
operation of Yamaichi-Murray Johnstone.

CRI Strategic Growth 

The Subadvisor to CRI Strategic Growth is Portfolio Advisory Services, Inc.
("PASI"). PASI's principal business office is 811 Wilshire Boulevard, Suite
810, Los Angeles, California, 90017. The Subadvisor manages the investment
and reinvestment of the assets of the Portfolio, although the Advisor may
screen potential investments for compatibility with the Portfolio's social
criteria.

Portfolio  manager for CRI  Strategic  Growth is Cedd Moses,  Director and Chief
Executive Officer of PASI, and PASI's principal shareholder.  Mr. Moses earned a
Bachelor  of  Science  in  Mechanical   Engineering   from  UCLA  in  1982,  and
subsequently  worked with several  securities firms before joining PASI in 1988.
As of March 31, 1995,  PASI managed in excess of $300 million in non-mutual fund
assets.  Mr. Moses also manages the Calvert  Strategic Growth Fund series of The
Calvert Fund, an open-end investment company sponsored by Calvert Group, Ltd.

The  Advisor  will  continuously   monitor  and  evaluate  the  performance  and
investment style of the Subadvisors.

Advisory Fee 

For its services,  CAM is entitled to receive a fee based on a percentage of the
average daily net assets of each of the Portfolios. CAM is currently entitled to
receive a maximum fee of 0.50% of net assets from CRI Money Market, 0.70% of net
assets of CRI Equity and Balanced, 0.65% of net assets of CRI Bond, 1.00% of net
assets of CRI Global,  0.80% of net assets from CRI  Capital  Accumulation,  and
1.50% of net assets from CRI Strategic  Growth.  CAM pays 0.25% of net assets of
CRI Bond to United States Trust as a subadvisory  fee, and a maximum of 0.45% of
the net  assets of CRI  Global  to Murray  Johnstone  International,  Ltd.  as a
subadvisory fee.

With respect to CRI Equity, Capital Accumulation, and Balanced, CAM will pay the
Subadvisors  a base fee of 0.25% of average  net assets  (for CRI  Balanced,  on
one-half of average net assets).  With respect to CRI Strategic Growth, CAM will
pay the  Subadvisor a base fee of 0.90%.  In addition,  under the  circumstances
described  below for each  Portfolio  the  investment  advisors to CRI Strategic
Growth,  Capital Accumulation,  and Balanced,  and the investment subadvisors to
CRI Equity,  Strategic Growth,  Capital Accumulation,  and Balanced may earn (or
have their fees reduced by) performance  fee adjustments  based on the extent to
which  performance of the  Portfolios  exceeds or trails the index against which
they are measured.  In the case of CRI Equity,  Strategic Growth,  and Balanced,
payment  consistent with the  performance  fee adjustment  begins the 13th month
after the  investment  subadvisor  assumed a management  role for the  Portfolio
(July  1,  1996 for  Balanced.)  In the case of CRI  Capital  Accumulation,  the
performance   fee  adjustment   begins  the  25th  month  after  the  investment
subadvisors assume a management role for the Portfolio. The specific adjustments
are as follows:
CRI Equity: Subad
visor's Performance Fee Adjustment 


         Performance versus the                               Performance Fee 
         S&P 500 Stock Composite Index                        Adjustment 
- ------------------------------------------------------------------------------- 

              6% to less than 12%                                      0.07% 
              12% to less than 18%                                     0.14% 
              18% or more                                              0.20% 



The  performance  fee adjustment is collected from or disbursed by the Portfolio
directly to the  investment  advisor,  which acts as a conduit to the investment
subadvisor, but which does not participate in the performance fee adjustment.

CRI Strategic Growth: Advisor's Performance Fee Adjustment 

         Performance versus the                                 Performance Fee 
         Russell 2000 Index                                     Adjustment 
- ------------------------------------------------------------------------------- 

              30% to less than 60%                                     0.05% 
              60% to less than 90%                                     0.10% 
              90% or more                                              0.15% 

CRI Strategic Growth: Subadvisor's Performance Fee Adjustment 

         Performance versus the                                 Performance Fee 
         Russell 2000 Index                                     Adjustment 
- ------------------------------------------------------------------------------ 

              30% to less than 60%                                     0.025% 
              60% to less than 90%                                     0.050% 
              90% or more                                              0.075% 



The  performance  fee  adjustment to the Subadvisor is paid out of the fee 
the Advisor receives from the Portfolio. 

CRI Capital Accumulation: Advisor's Performance Fee Adjustment 


         Performance versus the                                 Performance Fee 
         S&P 400 Mid-Cap Index                                  Adjustment 
- ------------------------------------------------------------------------------ 

              10% to less than 25%                                     0.01% 
              25% to less than 40%                                     0.03% 
              40% or more                                              0.05% 

CRI Capital Accumulation: Subadvisor's Performance Fee Adjustment 

         Performance versus                                     Performance Fee 
         the Index                                              Adjustment 
- --------------------------------------------------------------------------- 

              10% to less than 25%                                     0.02% 
              25% to less than 40%                                     0.05% 
              40% or more                                              0.10% 



Payment of an upward  performance  fee adjustment  will be from the Portfolio to
the  Advisor,  and the  Advisor  will  pass  on the  appropriate  amount  to the
Subadvisor;   fees  adjusted   downward  from  the  base  fee  as  a  result  of
underperformance  will  be  retained  by the  Portfolio.  Payment  of an  upward
performance  adjustment  will be  conditioned  on:  (1) the  performance  of the
Portfolio as a whole having exceeded the S&P 400 Mid-Cap Index;  and (2) payment
of the performance  adjustment not causing the  Portfolio's  performance to fall
below the S&P 400 Mid-Cap Index.

CRI Balanced: Advisor's Performance Fee Adjustment 


         Performance versus the                                 Performance Fee 
         Lipper Balanced Funds Index                            Adjustment 
- ------------------------------------------------------------------------------- 

              6% to less than 12%                                   0.05% 
              12% to less than 18%                                  0.10% 
              18% or more                                           0.15% 

CRI Balanced: Subadvisor's Performance Fee Adjustment 

         Performance versus the                                 Performance Fee 
         Lipper Balanced Funds Index                            Adjustment 
- ------------------------------------------------------------------------------ 

              6% to less than 12%                                  0.05% 
              12% to less than 18%                                 0.10% 
              18% or more                                          0.15% 



The  performance  fee  adjustment  to the  Subadvisor is paid out of the fee the
Advisor receives from the Portfolio.  The initial performance period will be the
twelve  month  period  between  July 1, 1995,  and July 1,  1996.  Each month an
additional  month's  performance  will be factored into the calculation  until a
total of 36 months comprises the performance  computation period. Payment by the
Portfolio  of the  performance  adjustment  will  be  conditioned  on:  (1)  the
performance  of the  Portfolio  as a whole having  exceeded the Lipper  Balanced
Funds  Index;  and (1)  payment of the  performance  adjustment  not causing the
Portfolio's performance to fall below the Lipper Balanced Funds Index.

Calvert  Administrative  Services Company ("CASC"), an affiliate of the Advisor,
has been retained by CRI Capital  Accumulation,  Global and Strategic  Growth to
provide  certain  administrative  services  necessary  to the  conduct  of their
affairs,  including  the  preparation  of  regulatory  filings  and  shareholder
reports, the daily determination of net asset value per share and dividends, and
the maintenance of their portfolio and general accounting records. For providing
such services,  CASC is entitled to receive a fee from the Portfolio of 0.10% of
net assets per year for CRI Capital  Accumulation,  0.10% of net assets per year
with a minimum fee of $40,000  for for CRI  Global,  and 0.20% of net assets per
year for CRI Strategic Growth.
Expenses 

The Fund's expenses, which are accrued daily, include: the fee of the Investment
Advisor;  costs of executing portfolio  transactions;  pricing costs;  interest;
taxes;  custodian and transfer agent fees; legal and auditing fees;  bookkeeping
and dividend  disbursing  expenses;  and certain other expenses  relating to the
Fund's  operations.  The Fund's  organizational  expenses  were paid by CAM, and
other expenses that the Investment Advisory Agreement does not state are payable
by the Fund will be assumed by CAM.  Certain expenses are paid by the particular
Portfolio  that incurs  them,  while other  expenses  are  allocated  among each
Portfolio  on the basis of their  relative  size  (based on net  assets),  or as
designated  by the  Board  of  Directors,  as  appropriate.  CAM has  agreed  to
reimburse the Fund for the amount,  if any, by which the  aggregate  expenses of
any Portfolio  (including  the investment  advisory fee but excluding  brokerage
commission,  interest,  taxes,  and  extraordinary  expenses) exceed the maximum
percentage of average daily net assets allowed by law.

Capital Stock 

The Fund issues separate stock for each of its Portfolios. Shares of each of the
Portfolios  have equal  rights  with regard to voting,  redemptions,  dividends,
distributions,  and  liquidations.  No  Portfolio  has  preference  over another
Portfolio.  When issued, shares are fully paid and nonassessable and do not have
preemptive  or  conversion  rights or cumulative  voting  rights.  The Insurance
Companies  and the  Fund's  shareholders  will vote  Fund  shares  allocated  to
registered  separate  accounts in  accordance  with  instructions  received from
policyholders. The following persons or firms own 25% or more of the outstanding
stock of the Portfolios  indicated:  National Home Life  Assurance  Company (all
Portfolios  except  CRI  Balanced).  Under  certain  circumstances,   which  are
described in the accompanying prospectus of the variable life or annuity policy,
the voting instructions received from variable life or annuity policyholders may
be disregarded.

Each  Portfolio  has  distinct  investment  objectives  and  policies and issues
separate stock. While the Fund is treated as one entity for some purposes,  each
Portfolio is treated  separately for other purposes.  An interest in the Fund is
limited  to  the  assets  of  the  Portfolio  in  which  shares  are  held,  and
shareholders of each Portfolio are entitled to a pro rata share of all dividends
and  distributions  arising  from  the  net  income  and  capital  gains  on the
investment of that Portfolio.
- ------------------------------------------------------------------------------ 
                                         PURCHASE AND REDEMPTION OF SHARES 
- ----------------------------------------------------------------------------- 

The Fund offers its shares,  without sales charge,  only for purchase by various
Insurance  Companies  for  allocation  to their  Variable  Accounts.  Shares are
purchased by the Variable  Accounts at the net asset value of the Portfolio next
determined after the Insurance  Company  receives the premium payment.  The Fund
continuously  offers its  shares in the  Portfolio  at a price  equal to the net
asset value per share.  Initial and subsequent payments allocated to a Portfolio
are subject to the limits  applicable  in the Policies  issued by the  Insurance
Companies.

It is conceivable that in the future it may be disadvantageous  for both annuity
Variable Accounts and life insurance Variable Accounts, or for Variable Accounts
of different Insurance Companies, to invest simultaneously in the Fund, although
currently  neither  the  Insurance  Companies  nor the  Fund  foresee  any  such
disadvantages   to  either   variable   annuity  or  variable   life   insurance
policyholders of any Insurance Company. The Fund's Board of Directors intends to
monitor  events  in  order  to  identify  any  material  conflict  between  such
policyholders  and to determine what action, if any, should be taken in response
to the problem.

The Insurance  Companies redeem shares of the Fund to make benefit and surrender
payments under the terms of their Policies. Redemptions are processed on any day
on which the Fund is open for business  (each day the New York Stock Exchange is
open), and are made at the Portfolio's net asset value next determined after the
appropriate Insurance Company receives a surrender request in acceptable form.

Payment for redeemed  shares will be made  promptly,  and in no event later than
seven days.  However,  the right of  redemption  may be suspended or the date of
payment postponed in accordance with the Rules under the Investment  Company Act
of 1940. The amount received on redemption of the shares of the Portfolio may be
more or less than the amount paid for the shares,  depending on the fluctuations
in the market value of the assets owned by the  Portfolio.  The Fund redeems all
full and fractional shares of each Portfolio for cash.

The net asset value of the shares of each  Portfolio  of the Fund is  determined
once daily as of the close of business of the New York Stock  Exchange,  on days
when the  Exchange  is open for  business,  or for any other day when there is a
sufficient  degree of  trading in the  investments  of the  Portfolio  to affect
materially  its net  asset  value per  share  (except  on days when no orders to
purchase or redeem shares of the Portfolio  have been  received).  The net asset
value is determined by adding the values of all  securities  and other assets of
the Portfolio,  subtracting liabilities and expenses, and dividing by the number
of outstanding shares of the Portfolio.

Except for money market instruments maturing in 60 days or less, securities held
by the  Portfolios  are valued at their  market value if market  quotations  are
readily available.  Otherwise, securities are valued at fair value as determined
in good faith by the Board of Directors, although the actual calculations may be
made by persons acting  pursuant to the direction of the Board.  All instruments
held by CRI  Money  Market  as  well  as all  money  market  instruments  with a
remaining  maturity of 60 days or less held by any  Portfolio,  are valued on an
amortized cost basis.
- --------------------------------------------------------------------------- 
                           DIVIDENDS AND DISTRIBUTIONS
- --------------------------------------------------------------------------- 

It is the Fund's intention to distribute substantially all of the net investment
income, if any, of the Portfolios.  For dividend purposes, net investment income
of CRI Money Market consists of the interest income earned on investments,  plus
or minus  amortized  purchase  discount or premium,  plus or minus  realized and
unrealized gains and loss, less estimated  expenses.  For all other  Portfolios,
the net  investment  income  consists of all  payments of  dividends or interest
received by the Portfolio  less  estimated  expenses,  including the  investment
advisory  fee.  All net  realized  capital  gains,  if  any,  are  declared  and
distributed periodically, at least annually. All dividends and distributions are
reinvested  in   additional   shares  of  the  Portfolio  at  net  asset  value.
- ------------------------------------------------------------------------------
                       TOTAL RETURN AND YIELD INFORMATION
- ------------------------------------------------------------------------------ 

CRI Money Market: Yield 

From time to time CRI Money Market advertises its "yield" and "effective yield."
The  "yield"  of the  Portfolio  refers to the  actual  income  generated  by an
investment in the Portfolio over a particular base period of time, which will be
stated in the advertisement. If the base period is less than one year, the yield
is then  "annualized." That is, the amount of income generated by the investment
during the base period is assumed to be generated over a one-year  period and is
shown as a percentage of the  investment.  The  "effective  yield" is calculated
similarly  but,  when  annualized,  the income  earned by an  investment  in the
Portfolio is assumed to be reinvested.  The  "effective  yield" will be slightly
higher  than the  "yield''  because of the  compounding  effect of this  assumed
reinvestment.

CRI Bond: Yield 

Yield measures the current investment performance of CRI Bond, that is, the rate
of income on its portfolio  investments  divided by the Portfolio's share price.
Yield is  computed by  annualizing  the result of  dividing  the net  investment
income per share over a 30-day period by the maximum offering price per share on
the last day of that  period.  Yields are  calculated  according  to  accounting
methods that are standardized for all stock and bond funds.

CRI Balanced,  Equity, Bond, Global,  Strategic Growth and Capital Accumulation:
Total Return and Other Quotations
CRI Balanced,  Equity,  Bond, Global,  Strategic Growth and Capital Accumulation
may each advertise  ''total  return." Total return refers to the total change in
value of an investment in the Portfolio over a specified period. It differs from
yield in that yield figures  measure only the income  component of a Portfolio's
investments, while total return includes not only the effect of income dividends
but also any change in net asset value, or principal  amount,  during the stated
period.  Total return shows its overall  change in value,  including  changes in
share price and  assuming  all of the  Portfolio's  dividends  and capital  gain
distributions are reinvested. A cumulative total return reflects the Portfolio's
performance  over a stated  period  of time.  An  average  annual  total  return
reflects the hypothetical  annual compounded return that would have produced the
same cumulative  total return if the  Portfolio's  performance had been constant
over the  entire  period.  Because  average  annual  returns  tend to smooth out
variations in the Portfolio's  returns,  you should  recognize that they are not
the same as  actual  year-by-year  results.  The  total  return  of a  Portfolio
generally  does not  include  the  effect of paying  the  sales  charges  on the
particular  insurance  policy or annuity contract for which the Portfolio serves
as the investment vehicle.

- ----------------------------------------------------------------------- 
                                      TAXES
- ------------------------------------------------------------------------ 

As a "regulated  investment company" under the Internal Revenue Code of 1986, as
amended,  the Fund is not subject to federal  income or excise tax to the extent
that it  distributes  its net  investment  income and net  capital  gains.  Each
Portfolio is treated as a separate entity for federal income tax purposes. Since
the sole  shareholders  of the Fund are  Insurance  Companies,  no discussion is
included  here as to the  federal  income tax  consequences  at the  shareholder
level. For information  concerning the federal tax consequences to purchasers of
the annuity or life insurance policies, see the prospectuses for the Policies.
- -------------------------------------------------------------------------- 
                     TRANSFER AND DIVIDEND DISBURSING AGENT
- -------------------------------------------------------------------------- 

Calvert  Shareholder  Services,  Inc., having its principal place of business at
4550 Montgomery Avenue, Suite 1000N,  Bethesda,  Maryland 20814, is the transfer
agent and dividend disbursing agent.

- --------


2Total return is for the Portfolio only and does not reflect sales
charges and expenses deducted by the Insurance Companies. Total return
has not been audited prior to 1989.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission