CALVERT VARIABLE SERIES INC
485APOS, 1999-03-01
Previous: PRINCIPAL CASH MANAGEMENT FUND INC /MD/, 497, 1999-03-01
Next: MBL GROWTH FUND INC, N-30D, 1999-03-01



SEC Registration Nos.
811-3591 and 2-80154


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM N-1A

                       REGISTRATION STATEMENT UNDER THE
                            SECURITIES ACT OF 1933

                      Post-Effective Amendment No. 36 XX

                                    and/or

                       REGISTRATION STATEMENT UNDER THE
                            INVESTMENT ACT OF 1940

                             Amendment No. 36 XX


                        Calvert Variable Series, Inc.
              (Exact Name of Registrant as Specified in Charter)

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

                Registrant's Telephone Number: (301) 951-4800

                             William M. Tartikoff
                            4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                   (Name and Address of Agent for Service)

It is proposed that this filing will become effective

__ Immediately upon filing              __ on (date)
pursuant to paragraph (b)               pursuant to paragraph (b)

XX 60 days after filing                 __ on (date)
pursuant to paragraph (a)               pursuant to paragraph (a)

of Rule 485.

<PAGE>


CALVERT VARIABLE SERIES, INC. (THE "FUND")
CALVERT SOCIAL PORTFOLIOS PROSPECTUSES

April 30, 1999

CALVERT SOCIAL MONEY MARKET PORTFOLIO
About the Portfolio
__   Investment objective, strategy, past performance
__   Fees and Expenses
__   Principal Investment Practices and Risks
About Social Investing
__   Investment Selection Process
__   Socially Responsible Investment Criteria
About Your Investment
__   The Fund and its Management
__   Advisory and Expenses
__   A Word About the Year 2000 (Y2K)
__   Capitol Stock
__   Purchase and Redemption of Shares
__   Dividends and Distributions
__   Yield
__   Taxes
__   Financial Highlights

CALVERT SOCIAL SMALL CAP PORTFOLIO
About the Portfolio
__   Investment objective, strategy, past performance
__   Fees and Expenses
__   Principal Investment Practices and Risks
About Social Investing
__   Investment Selection Process
__   Socially Responsible Investment Criteria
About Your Investment
__   The Fund and its Management
__   Advisory and Expenses
__   A Word About the Year 2000 (Y2K)
__   Capitol Stock
__   Purchase and Redemption of Shares
__   Dividends and Distributions
__   Yield
__   Taxes
__   Financial Highlights

CALVERT SOCIAL MID CAP GROWTH PORTFOLIO
About the Portfolio
__   Investment objective, strategy, past performance
__   Fees and Expenses
__   Principal Investment Practices and Risks
About Social Investing
__   Investment Selection Process
__   Socially Responsible Investment Criteria
About Your Investment
__   The Fund and its Management
__   Advisory and Expenses
__   A Word About the Year 2000 (Y2K)
__   Capitol Stock
__   Purchase and Redemption of Shares
__   Dividends and Distributions
__   Yield
__   Taxes
__   Financial Highlights

CALVERT SOCIAL INTERNATIONAL EQUITY PORTFOLIO
About the Portfolio
__   Investment objective, strategy, past performance
__   Fees and Expenses
__   Principal Investment Practices and Risks
About Social Investing
__   Investment Selection Process
__   Socially Responsible Investment Criteria
About Your Investment
__   The Fund and its Management
__   Advisory and Expenses
__   A Word About the Year 2000 (Y2K)
__   Capitol Stock
__   Purchase and Redemption of Shares
__   Dividends and Distributions
__   Yield
__   Taxes
__   Financial Highlights

CALVERT SOCIAL BALANCED PORTFOLIO
About the Portfolio
__   Investment objective, strategy, past performance
__   Fees and Expenses
__   Principal Investment Practices and Risks
About Social Investing
__   Investment Selection Process
__   Socially Responsible Investment Criteria
About Your Investment
__   The Fund and its Management
__   Advisory and Expenses
__   A Word About the Year 2000 (Y2K)
__   Capitol Stock
__   Purchase and Redemption of Shares
__   Dividends and Distributions
__   Yield
__   Taxes
__   Financial Highlights

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.

<PAGE>

CVS SOCIAL MONEY MARKET

Advisor:                   Calvert Asset Management Company, Inc.

Objective
CVS Social Money Market seeks to provide 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.
Principal investment strategies
The Portfolio aims for short-term cash management and stability of
principal. The Portfolio 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 its investment and social criteria.
CVS Social 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.

Principal Risks
The Portfolio's yield will change in response to market interest rates. In
general, as market rates go up so will the Portfolio's yield, and vice
versa. Although the Portfolio tries to keep the value of its shares constant
at $1.00 per share, extreme changes in market rates, and or sudden credit
deterioration of a holding could cause the value to decrease. The Portfolio
limits the amount it invests in any one issuer to try to lessen its exposure.

An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although the Portfolio seeks to preserve the value of
your investment at $1.00 per share, it is still possible to lose money by
investing in the Portfolio.

CVS Social Money Market Performance
The bar chart and table below show the Portfolio's annual returns and its
long-term performance. The chart shows how the performance has varied from
year to year. The table compares the Portfolio's returns over time to the
Lipper Variable Annuity Money Market Funds Index, a composite index of the
annual return of mutual funds that have an investment goal similar to that
of the Portfolio. The Portfolio's past performance does not necessarily
indicate how the Portfolio will perform in the future.

Bar Chart with Year-by-Year Total Return
[TO BE PROVIDED]

Best Quarter (of periods shown)       Q_ '__     _.__%
Worst Quarter (of periods shown)      Q_ '__     _.__%

Average Annual Total Returns (as of 12-31-98)

                                           1 year    5 years   10 years
CVS Social Money Market                     _.__%      _.__%      _.__%
Lipper VA Money Market Funds Index          _.__%      _.__%      _.__%

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. Shareholder fees are paid directly from your
account; annual Fund operating expenses are deducted from Portfolio assets.

Shareholder fees
Maximum sales charge (load) imposed on purchases                     None
         (as a percentage of offering price)
Maximum deferred sales charge (load)                                 None
         (as a percentage of purchase or redemption
         proceeds, whichever is lower)
Annual fund operating expenses
Management fees                                                      0.__%
Distribution and service (12b-1) fees                                0.__%
Other expenses                                                       0.__%
Total annual fund operating expenses                                 _.__%
Fee waiver and/or expense reimbursement                                -
Net Expenses                                                         _.__%

Annual Fund Operating Expenses
Expenses are based on expenses for the Portfolio's most recent fiscal year,
unless otherwise indicated. Management fees include the administrative fee
paid by the Portfolio to Calvert Administrative Services Company, an
affiliate of the Advisor, Calvert Asset Management Company, Inc. ("CAMCO").

Example
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The example
assumes that:
                   You invest $10,000 in the Portfolio for the time periods
         indicated;
                   Your investment has a 5% return each year; and
                   The Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

Number of Years Investment is Held:

1
3
5
10                       

Principal Investment Practices and Risks
The most concise description of the Portfolio's principal investment
strategies and associated risks is under the risk-return summary. The
Portfolio is also permitted to invest in certain other investments and to
use certain investment techniques that have higher risks associated with
them. On the following pages are brief descriptions of the investments and
techniques, summarized in the risk-return summary along with certain
additional investment techniques and their risks.

The Portfolio may engage in repurchase agreements and reverse repurchase
agreements. In a repurchase agreement, the 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 Portfolio assets may be invested in repurchase agreements
not terminable within seven days. In a reverse repurchase agreement, the
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.
The 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 the Portfolio's
total assets. The Portfolio may also make loans of the securities it holds.
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.
The 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 Portfolio may only make the loan if the value of
the securities loaned does not exceed 10% of its assets. The Portfolio must
be able to terminate loans at any time with appropriate notice. The
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 Portfolio when a loan
terminates, and the Portfolio absorbs any gain or loss in the market value
of the securities during the loan period.
The Portfolio may invest up to 25% of its assets in the securities of
foreign issuers, provided it purchases only high quality, U.S.
dollar-denominated instruments.
The Portfolio has adopted the following operating (i.e., nonfundamental)
investment policies which may be changed by the Board of Directors without
shareholder approval:
The Portfolio may not purchase illiquid securities if more than 10% of the
value of its net assets would be invested in such securities. Further, the
Portfolio may not acquire private placement investments until the value of
the 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.

Investment Selection Process
Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.
The Portfolio invests in accordance with its 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 Portfolio has developed the following criteria for the selection of
organizations in which they invest. The Portfolio recognizes, 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 Portfolio's Investment Advisor.
Socially Responsible Investment Criteria
Given these considerations, the Portfolio seeks 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 Portfolio 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 Portfolio 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 Portfolio believes that social and technological change will continue to
transform America and the world into the next 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 Portfolio believes 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 Advisor will consider the investments' ability to
contribute to the dual objective of the Portfolio. Potential investments are
first screened for financial soundness and then evaluated according to
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 Portfolio's minimum
standards for all the criteria. It should be noted that the Portfolio's
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 the Portfolio does not
constitute endorsement or validation, nor does the exclusion of an
organization necessarily reflect failure to satisfy the Portfolio's social
criteria. Investors in the Portfolio are invited to send brief descriptions
of companies they believe might be suitable investments.

The Fund and its Management
The Fund is a series fund which issues classes of stock, one for each
Portfolio. The shares of the Fund currently are sold only to insurance
companies (collectively, the "Insurance Companies") for allocation to their
separate accounts (collectively, the "Variable Accounts") to fund the
benefits under certain variable annuity and variable life insurance policies
(collectively, the "Policies") issued by such companies. Accordingly, the
interest of a policy owner in the shares is subject to the terms of the
particular annuity or life insurance policy and is described in the attached
prospectus for one of the Policies, which should be reviewed carefully by a
person considering the purchase of a Policy. The rights of the Insurance
Companies as shareholders should be distinguished from the rights of a
policy owner which are described in the Policies. Policy owners should
consider that the investment return experience of the Portfolio will affect
the value of the policy and the amount of annuity payments or life insurance
benefits received under a policy. See the attached prospectus(es) for the
Policies for a description of the relationship between increases or
decreases in the net asset value of Portfolio shares (and any distributions
on such shares) and the benefits provided under a policy.
Calvert Asset Management Company, Inc. (4550 Montgomery Avenue, Suite 1000N,
Bethesda, Maryland 20814)("CAMCO") ") is the Funds' investment advisor and
provides day-to-day investment management services to the Funds. It has been
managing mutual funds since 1976. CAMCO is the investment advisor for over
25 mutual funds, including the first and largest family of socially screened
funds. As of December 31, 1998, CAMCO had $6 billion in assets under
management.

CAMCO uses a team approach to its management of the Portfolio. Reno J.
Martini, Senior Vice President and Chief Investment Officer, heads this team
and oversees the management of all Calvert Funds for CAMCO. Mr. Martini has
over 15 years of experience in the investment industry and has been the head
of CAMCO's asset management team since 1985.

Advisory Fee and Expenses
The annual advisory fee paid to CAMCO by the Portfolio for the most recent
fiscal year was 0.50% of the Portfolio's average daily net assets. Pursuant
to shareholder approval on February 24, 1999, from thereafter, the advisory
fee will be 0.30%. The lower advisory fee for each Portfolio, when added to
the new administrative services fee, would equal the current advisory fee
(excluding the effect of the prior performance adjustment).

A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, CAMCO and its service providers use computer
systems for all aspects of our business -- processing shareholder and fund
transactions, fund accounting, executing trades, and pricing securities just
to name a few. Many current software programs cannot distinguish between the
year 2000 and the year 1900. This can cause problems with retirement plan
distributions, dividend payment software, transaction software, and numerous
other areas that could impact the Fund. Calvert Group has been reviewing all
of its computer systems for Y2K compliance. Although, at this time, there
can be no assurance that there will be no negative impact on the Fund, the
Advisor, the underwriter, transfer agent and custodian have advised the Fund
that they have been actively working on any necessary changes to their
computer systems to prepare for Y2K and expect that their systems, and those
of their outside service providers, will be adapted in time for that event.
For more information, please visit our website at www.calvertgroup.com

Capital Stock
The Fund issues separate shares of stock for each of its Portfolios. Shares
of each of the Portfolios have equal rights with regard to voting,
redemptions, dividends, distributions, and liquidations with respect to that
Portfolio. 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 Fund's shareholders, the
Insurance Companies, will vote Fund shares allocated to the Variable
Accounts in accordance with instructions received from policy owners. Under
certain circumstances, which are described in the accompanying prospectus of
the variable life policy, the voting instructions received from variable
life insurance policy owners may be disregarded.

Purchase and Redemption of Shares
The Fund offers its shares, without sales charge, only for purchase by the
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
the Fund 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 policy owners of any Insurance Company. The Fund's Board of
Directors intends to monitor events in order to identify any material
conflicts between such policy owners and to determine what action, if any,
should be taken in response thereto.
The Insurance Companies redeem shares of the Portfolio to make benefit and
surrender payments under the terms of 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 effected 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, but 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 1940 Act.
The amount received upon redemption of the shares of the Fund may be more or
less than the amount paid for the shares, depending upon the fluctuations in
the market value of the assets owned by the Fund. The Fund redeems all full
and fractional shares of the Portfolio for cash. The redemption price is the
net asset value per share.
The net asset value of the shares of the Portfolio 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. All instruments held
by Calvert Social money Market 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 Portfolio. For dividend purposes, net
investment income of the Portfolio consists of all payments of dividends or
interest received by such Portfolio less estimated expenses (including the
investment advisory fee). All net realized capital gains, if any, of each
Portfolio are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional
shares of the Portfolio at net asset value.

Yield
From time to time CVS Social 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.

Taxes
As a "regulated investment company" under the provisions of Subchapter M of
the Internal Revenue Code, as amended, the Fund is not subject to federal
income tax, nor to the federal excise tax imposed by the Tax Reform Act of
1986, to the extent that it distributes its net investment income and
realized capital gains. Since the only shareholders of the Fund are the
Insurance Companies, no discussion is included herein 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.

Financial Highlights
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years (or if shorter, the
period of the Portfolio's operations). Certain information reflects
financial results for a single share, by Portfolio. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions), and does not reflect any applicable front- or back-end sales
charge. This information has been audited by PricewaterhouseCoopers LLP
whose report, along with a Portfolio's financial statements, are included in
the Portfolio's annual report, which is available upon request.

[TO BE INSERTED]

<PAGE>

CVS Social Small Cap

Advisor:                   Calvert Asset Management Company, Inc.
Subadvisor:                Awad Asset Management, Inc.

Objective
CVS Social Small Cap seeks to provide long-term capital appreciation by
investing primarily in equity securities of companies that have small market
capitalizations.
Principal investment strategies
In seeking capital appreciation, the Portfolio invests primarily in equity
securities of small capitalized growth companies that have historically
exhibited exceptional growth characteristics and that, in the Advisor's
opinion, have strong earnings potential relative to the U.S. market as a
whole. The Portfolio's investment objective is not fundamental and may be
changed without shareholder approval.
CVS Social Small Cap pursues the objective of capital appreciation by
investing primarily in equity securities of primarily small companies with
promising growth potential. These companies typically are developing
innovative products or services to seize emerging opportunities.
Companies whose capitalization increases or decreases after initial purchase
by the Portfolio continue to be considered small-capitalized for purposes of
the 65% policy. Accordingly, less than 65% of the Portfolio's total assets
may be invested in securities of issuers of companies publicly traded in the
United States (currently those with a total market capitalization of less
than $1 billion).

Principal Risks
You could lose money on your investment in the Portfolio, or the Portfolio
could underperform for any of the following reasons:

          The stock market goes down
          The individual stocks in the Portfolio do not perform as well as
     expected
          Prices of small-cap stocks may respond to market activity
     differently than larger more established companies

An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

CVS Social Small Cap Performance
The bar chart and table below show the Portfolio's annual returns and its
long-term performance. The chart shows how the performance has varied from
year to year. The table compares the Portfolio's performance over time to
that of the Russell 2000 Index. This is a widely recognized, unmanaged index
of common stock prices. It also shows the Portfolio's returns compared to
the Lipper Variable Annuity Small-Cap Funds Index, a composite index of the
annual return of mutual funds that have an investment goal similar to that
of the Portfolio. The Portfolio's past performance does not necessarily
indicate how the Portfolio will perform in the future.

Bar Chart with Year-by-Year Total Return
[TO BE PROVIDED]

Best Quarter (of periods shown)       Q_ '__     _.__%
Worst Quarter (of periods shown)      Q_ '__     _.__%

Average Annual Total Returns (as of 12-31-98)

                                           1 year    5 years   10 years
CVS Social Small Cap                        _.__%      _.__%      _.__%
Lipper VA Small-Cap Funds Index             _.__%      _.__%      _.__%

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. Shareholder fees are paid directly from your
account; annual Fund operating expenses are deducted from Portfolio assets.

Shareholder fees
Maximum sales charge (load) imposed on purchases                     None
         (as a percentage of offering price)
Maximum deferred sales charge (load)                                 None
         (as a percentage of purchase or redemption
         proceeds, whichever is lower)
Annual fund operating expenses
Management fees                                                      0.__%
Distribution and service (12b-1) fees                                0.__%
Other expenses                                                       0.__%
Total annual fund operating expenses                                 _.__%
Fee waiver and/or expense reimbursement                                -
Net Expenses                                                         _.__%

Annual Fund Operating Expenses
Expenses are based on expenses for the Portfolio's most recent fiscal year,
unless otherwise indicated. Management fees include the administrative fee
paid by the Portfolio to Calvert Administrative Services Company, an
affiliate of the Advisor, Calvert Asset Management Company, Inc. ("CAMCO").

Example
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The example
assumes that:
                   You invest $10,000 in the Portfolio for the time periods
         indicated;
                   Your investment has a 5% return each year; and
                   The Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

Number of Years Investment is Held:

1
3
5
10                       

Principal Investment Practices and Risks
The most concise description of the Portfolio's principal investment
strategies and associated risks is under the risk-return summary. The
Portfolio is also permitted to invest in certain other investments and to
use certain investment techniques that have higher risks associated with
them. On the following pages are brief descriptions of the investments and
techniques, summarized in the risk-return summary along with certain
additional investment techniques and their risks.

For each of the investment practices listed, the table below shows the
Portfolio's limitations as a percentage of its assets and the principal
types of risk involved. (See the pages following the table for a description
of the types of risks). Numbers in this table show maximum allowable amount
only; for actual usage, consult the Fund's annual/semi-annual reports.

Key to Table
@        Portfolio currently uses
0        Permitted, but not typically used
(% of assets allowable, if restricted)
- --       Not permitted
xN       Allowed up to x% of Portfolio's net assets
xT       Allowed up to x% of Portfolio's total assets
NA       Not applicable to this type of fund

Investment Practices
Active Trading Strategy/Turnover involves selling a security
soon after purchase. An active trading strategy causes a       0
fund to have higher portfolio turnover compared to other
funds and higher transaction costs, such as commissions and
custodian and settlement fees, and may increase a Fund's tax
liability. Risks: Opportunity, Market and Transaction.

Temporary Defensive Positions.
During adverse market, economic or political conditions, the   0
Fund may depart from its principal investment strategies by    (35T)
increasing its investment in U.S. government securities and
other short-term interest-bearing securities. During times
of any temporary defensive positions, a Fund may not be able
to achieve its investment objective Risks: Opportunity.

Conventional Securities
                                                               15T1
Foreign Securities. Securities issued by companies located
outside the U.S. and/or traded primarily on a foreign
exchange. Risks: Market, Currency, Transaction, Liquidity,
Information and Political.
Small Cap Stocks. Investing in small companies involves
greater risk than with more established companies. Small cap   @
stock prices are more volatile and the companies often have
limited product lines, markets, financial resources, and
management experience. Risks: Market, Liquidity and
Information.

Investment grade bonds. Bonds rated BBB/Baa or higher or
comparable unrated bonds. Risks: Interest Rate, Market and     0
Credit.                                                        (35N)
Below-investment grade bonds. Bonds rated below BBB/Baa or
comparable unrated bonds are considered junk bonds. They are   5N
subject to greater credit risk than investment grade bonds.
Risks: Credit, Market, Interest Rate, Liquidity and
Information.                                                   0

Unrated debt securities. Bonds that have not been rated by a
recognized rating agency; the Advisor has determined the
credit quality based on its own research. Risks: Credit,
Market, Interest Rate, Liquidity and Information.

Illiquid securities. Securities which cannot be readily sold
because there is no active market. Risks: Liquidity, Market    15N
and Transaction.

Unleveraged derivative securities
Asset-backed securities. Securities are backed by unsecured    0
debt, such as credit card debt. These securities are often
guaranteed or over-collateralized to enhance their credit
quality. Risks: Credit, Interest Rate and Liquidity.

Mortgage-backed securities. Securities are backed by pools
of mortgages, including passthrough certificates, and other    0
senior classes of collateralized mortgage obligations
(CMOs). Risks: Credit, Extension, Prepayment, Liquidity and
Interest Rate.

Participation interests. Securities representing an interest
in another security or in bank loans. Risks: Credit,           0
Interest Rate and Liquidity.
Leveraged derivative instruments Currency contracts.
Contracts involving the right or obligation to buy or sell a   - -
given amount of foreign currency at a specified price and
future date. Risks: Currency, Leverage, Correlation,
Liquidity and Opportunity.

Options on securities and indices. Contracts giving the
holder the right but not the obligation to purchase or sell    5T
a security (or the cash value, in the case of an option on
an index) at a specified price within a specified time. In
the case of selling (writing) options, the Funds will write
call options only if they already own the security (if it is
"covered"). Risks: Interest Rate, Currency, Market,
Leverage, Correlation, Liquidity, Credit and Opportunity.
Futures contract. Agreement to buy or sell a specific amount
of a commodity or financial instrument at a particular price   0
on a specific future date. Risks: Interest Rate, Currency,     5N
Market, Leverage, Correlation, Liquidity and Opportunity.


1 CVS Social Small Cap may invest only in American Depositary Receipts
(ADRs) - dollar-denominated receipts representing shares of a foreign
issuer. ADRs are traded on U.S. exchanges. See the SAI.

The Portfolio has additional investment policies and restrictions that
are not principal to their investment strategies (for example,
repurchase agreements, real estate investment trusts, borrowing,
pledging, and reverse repurchase agreements, securities lending,
when-issued securities and short sales.) These policies and restrictions
are discussed in the SAI.

Types of Investment Risk

Correlation risk
This occurs when a Fund "hedges"- uses one investment to offset the Fund's
position in another. If the two investments do not behave in relation to one
another the way Fund managers expect them to, then unexpected or undesired
results may occur. For example, a hedge may eliminate or reduce gains as
well as offset losses.

Credit risk
The risk that the issuer of a security or the counterparty to an investment
contract may default or become unable to pay its obligations when due.

Currency risk
Currency risk occurs when a Portfolio buys, sells or holds a security
denominated in foreign currency. Foreign currencies "float" in value against
the U.S. dollar. Adverse changes in foreign currency values can cause
investment losses when a Portfolio's investments are converted to U.S.
dollars.

Extension risk
The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed security beyond the expected prepayment time, typically
reducing the security's value.

Information risk
The risk that information about a security or issuer or the market might not
be available, complete, accurate or comparable.

Interest rate risk
The risk that changes in interest rates will adversely affect the value of
an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities and zero coupon/"stripped" coupon
securities ("strips") are subject to greater interest rate risk.

Leverage risk
The risk that occurs in some securities or techniques which tend to magnify
the effect of small changes in an index or a market. This can result in a
loss that exceeds the amount actually invested.

Liquidity risk
The risk that occurs when investments cannot be readily sold. A Portfolio
may have to accept a less-than-desirable price to complete the sale of an
illiquid security or may not be able to sell it at all.

Management risk
This risk exists in all mutual funds and means that a Portfolio's investment
management practices might not work to achieve their desired result.

Market risk
The risk that exists in all mutual funds and means the risk that securities
prices in a market, a sector or an industry will fluctuate, and that such
movements might reduce an investment's value.

Opportunity risk
The risk of missing out on an investment opportunity because the assets
needed to take advantage of it are committed to less advantageous
investments or strategies.

Political risk
The risk that may occur with foreign investments, and means that the value
of an investment may be adversely affected by nationalization, taxation,
war, government instability or other economic or political actions or
factors.

Prepayment risk
The risk that unanticipated prepayments may occur, reducing the value of a
mortgage-backed security. The Portfolio must then reinvest those assets at
the current, market rate which may be lower.

Transaction risk
The risk that a Portfolio may be delayed or unable to settle a transaction
or that commissions and settlement expenses may be higher than usual.

Investment Selection Process
Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.
Although the Portfolio's social criteria tend to limit the availability of
investment opportunities more than is customary with other investment
companies, CAMCO and the Subadvisor believe there are sufficient investment
opportunities to permit full investment among issuers which satisfy the
Portfolio's investment and social objectives.

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

Socially Responsible Investment Criteria
Once equity and debt securities are determined to fall within the investment
objective of the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio will avoid investing in nuclear
     power plant operators and owners, or manufacturers of key components in
     the nuclear power process.
     2.  The Portfolio will not invest in companies that are listed among
     the top 100 weapons systems contractors, or major nuclear weapons
     systems contractors.
     3.  The Portfolio 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 Portfolio will not invest in companies that are significantly
     involved in the manufacture of tobacco or alcohol products. The
     Portfolio 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 Portfolio may invest in companies that exhibit positive social
characteristics, it makes no explicit claims to seek out companies with such
practices.

The Fund and its Management
The Fund is a series fund which issues classes of stock, one for each
Portfolio. The shares of the Fund currently are sold only to insurance
companies (collectively, the "Insurance Companies") for allocation to their
separate accounts (collectively, the "Variable Accounts") to fund the
benefits under certain variable annuity and variable life insurance policies
(collectively, the "Policies") issued by such companies. Accordingly, the
interest of a policy owner in the shares is subject to the terms of the
particular annuity or life insurance policy and is described in the attached
prospectus for one of the Policies, which should be reviewed carefully by a
person considering the purchase of a Policy. The rights of the Insurance
Companies as shareholders should be distinguished from the rights of a
policy owner which are described in the Policies. Policy owners should
consider that the investment return experience of the Portfolio will affect
the value of the policy and the amount of annuity payments or life insurance
benefits received under a policy. See the attached prospectus(es) for the
Policies for a description of the relationship between increases or
decreases in the net asset value of Portfolio shares (and any distributions
on such shares) and the benefits provided under a policy.

Calvert Asset Management Company, Inc. (4550 Montgomery Avenue, Suite 1000N,
Bethesda, MD 20814) ("CAMCO") is the Funds' investment advisor and provides
day-to-day investment management services to the Funds. It has been managing
mutual funds since 1976. CAMCO is the investment advisor for over 25 mutual
funds, including the first and largest family of socially screened funds. As
of December 31, 1998, CAMCO had $6 billion in assets under management.

CAMCO uses a team approach to its management of the Portfolio. Reno J.
Martini, Senior Vice President and Chief Investment Officer, heads this team
and oversees the management of all Calvert Funds for CAMCO. Mr. Martini has
over 15 years of experience in the investment industry and has been the head
of CAMCO's asset management team since 1985.

Subadvisor and Portfolio Manager
Awad Asset Management, Inc. ("Awad"), 250 Park Avenue, New York, NY 10177, a
subsidiary of Raymond James & Associates, has managed CVS Social Small Cap
since 1997. The firm specializes in the management of small-capitalization
growth stocks. They emphasize a growth-at-a-reasonable-price investment
philosophy.

James Awad, President of Awad, founded the firm in 1992. He heads the
portfolio management team for New Vision Small Cap. Mr. Awad has more than
30 years experience in the investment business, holding positions with firms
such as Neuberger & Berman and First Investors Corporation.

The Portfolio has obtained an exemptive order from the Securities and
Exchange Commission to permit the Fund, pursuant to approval by the Board of
Directors, to enter into and materially amend contracts with the Portfolio's
Subadvisor without shareholder approval. See "Investment Advisor and
Subadvisor" in the SAI for further details.

Advisory Fee and Expenses
For fiscal year 1998, the Investment Advisor received from the Portfolio a
monthly base fee, computed on a daily basis at an annual rate of 0.90% of
the average daily net assets of the Portfolio. The Advisor pays the
Subadvisor a base fee of 0.40% of the Portfolio's average net assets.
Pursuant to shareholder approval on February 24, 1999, from thereafter, the
advisory fee will be 0.30%. The lower advisory fee for each Portfolio, when
added to the new administrative services fee, would equal the current
advisory fee.

A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, CAMCO and its service providers use computer
systems for all aspects of our business -- processing shareholder and fund
transactions, fund accounting, executing trades, and pricing securities just
to name a few. Many current software programs cannot distinguish between the
year 2000 and the year 1900. This can cause problems with retirement plan
distributions, dividend payment software, transaction software, and numerous
other areas that could impact the Fund. Calvert Group has been reviewing all
of its computer systems for Y2K compliance. Although, at this time, there
can be no assurance that there will be no negative impact on the Fund, the
Advisor, the underwriter, transfer agent and custodian have advised the Fund
that they have been actively working on any necessary changes to their
computer systems to prepare for Y2K and expect that their systems, and those
of their outside service providers, will be adapted in time for that event.
For more information, please visit our website at www.calvertgroup.com

Capital Stock
The Fund issues separate shares of stock for each of its Portfolios. Shares
of each of the Portfolios have equal rights with regard to voting,
redemptions, dividends, distributions, and liquidations with respect to that
Portfolio. 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 Fund's shareholders, the
Insurance Companies, will vote Fund shares allocated to the Variable
Accounts in accordance with instructions received from policy owners. Under
certain circumstances, which are described in the accompanying prospectus of
the variable life policy, the voting instructions received from variable
life insurance policy owners may be disregarded.

Purchase and Redemption of Shares
The Fund offers its shares, without sales charge, only for purchase by the
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
the Fund 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 policy owners of any Insurance Company. The Fund's Board of
Directors intends to monitor events in order to identify any material
conflicts between such policy owners and to determine what action, if any,
should be taken in response thereto.
The Insurance Companies redeem shares of the Portfolio to make benefit and
surrender payments under the terms of 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 effected 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, but 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 1940 Act.
The amount received upon redemption of the shares of the Fund may be more or
less than the amount paid for the shares, depending upon the fluctuations in
the market value of the assets owned by the Fund. The Fund redeems all full
and fractional shares of the Portfolio for cash. The redemption price is the
net asset value per share.
The net asset value of the shares of the Portfolio 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 Portfolio are valued at their market value if market quotations
are readily available. Otherwise, such 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 money market instruments with a remaining maturity of 60 days or
less 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 Portfolio. For dividend purposes, net
investment income of the Portfolio consists of all payments of dividends or
interest received by such Portfolio less estimated expenses (including the
investment advisory fee). All net realized capital gains, if any, of each
Portfolio are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional
shares of the Portfolio at net asset value.

Taxes
As a "regulated investment company" under the provisions of Subchapter M of
the Internal Revenue Code, as amended, the Fund is not subject to federal
income tax, nor to the federal excise tax imposed by the Tax Reform Act of
1986, to the extent that it distributes its net investment income and
realized capital gains. Since the only shareholders of the Fund are the
Insurance Companies, no discussion is included herein 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.

Financial Highlights
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years (or if shorter, the
period of the Portfolio's operations). Certain information reflects
financial results for a single share, by Portfolio. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions), and does not reflect any applicable front- or back-end sales
charge. This information has been audited by PricewaterhouseCoopers LLP
whose report, along with a Portfolio's financial statements, are included in
the Portfolio's annual report, which is available upon request.

[TO BE INSERTED]

<PAGE>

CVS Social Mid Cap Growth

Advisor:                   Calvert Asset Management Company, Inc.
Subadvisor:                Brown Capital Management, Inc.

Objective
CVS Social Mid Cap Growth seeks to provide long-term capital appreciation by
investing primarily in a nondiversified portfolio of the equity securities
of mid-sized companies that are undervalued but demonstrate a potential for
growth.

Principal investment strategies
CVS Social Mid Cap Growth 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 capitalization within the range of the S&P
500 Mid-Cap Index, 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.

Principal Risks
You could lose money on your investment in the Portfolio, or the Portfolio
could underperform for any of the following reasons:

          The stock market goes down
          The individual stocks in the Portfolio do not perform as well as
     expected
          Prices of mid-cap stocks may respond to market activity
     differently than larger more established companies

An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

CVS Social Mid Cap Growth Performance
The bar chart and table below show the Portfolio's annual returns and its
long-term performance. The chart shows how the performance has varied from
year to year. The table compares the Portfolio's performance over time to
that of the Russell 2000 Index. This is a widely recognized, unmanaged index
of common stock prices. It also shows the Portfolio's returns compared to
the Lipper Variable Annuity Midcap Funds Index, a composite index of the
annual return of mutual funds that have an investment goal similar to that
of the Portfolio. The Portfolio's past performance does not necessarily
indicate how the Portfolio will perform in the future.

Bar Chart with Year-by-Year Total Return
[TO BE PROVIDED]

Best Quarter (of periods shown)       Q_ '__     _.__%
Worst Quarter (of periods shown)      Q_ '__     _.__%

Average Annual Total Returns (as of 12-31-98)

                                           1 year    5 years   10 years
CVS Social Mid Cap Growth                   _.__%      _.__%      _.__%
Lipper VA Midcap Funds Index                _.__%      _.__%      _.__%

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. Shareholder fees are paid directly from your
account; annual Fund operating expenses are deducted from Portfolio assets.

Shareholder fees
Maximum sales charge (load) imposed on purchases                     None
         (as a percentage of offering price)
Maximum deferred sales charge (load)                                 None
         (as a percentage of purchase or redemption
         proceeds, whichever is lower)
Annual fund operating expenses
Management fees                                                      0.__%
Distribution and service (12b-1) fees                                0.__%
Other expenses                                                       0.__%
Total annual fund operating expenses                                 _.__%
Fee waiver and/or expense reimbursement                                -
Net Expenses                                                         _.__%

Annual Fund Operating Expenses
Expenses are based on expenses for the Portfolio's most recent fiscal year,
unless otherwise indicated. Management fees include the administrative fee
paid by the Portfolio to Calvert Administrative Services Company, an
affiliate of the Advisor, Calvert Asset Management Company, Inc. ("CAMCO").

Example
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The example
assumes that:
                   You invest $10,000 in the Portfolio for the time periods
         indicated;
                   Your investment has a 5% return each year; and
                   The Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

Number of Years Investment is Held:

1
3
5
10                       

Principal Investment Practices and Risks
The most concise description of the Portfolio's principal investment
strategies and associated risks is under the risk-return summary. The
Portfolio is also permitted to invest in certain other investments and to
use certain investment techniques that have higher risks associated with
them. On the following pages are brief descriptions of the investments and
techniques, summarized in the risk-return summary along with certain
additional investment techniques and their risks.

For each of the investment practices listed, the table below shows the
Portfolio's limitations as a percentage of its assets and the principal
types of risk involved. (See the pages following the table for a description
of the types of risks). Numbers in this table show maximum allowable amount
only; for actual usage, consult the Fund's annual/semi-annual reports.

Key to Table
@        Portfolio currently uses
0        Permitted, but not typically used
(% of assets allowable, if restricted)
- --       Not permitted
xN       Allowed up to x% of Portfolio's net assets
xT       Allowed up to x% of Portfolio's total assets
NA       Not applicable to this type of fund

Investment Practices

Active Trading Strategy/Turnover involves selling a security
soon after purchase. An active trading strategy causes a fund   0
to have higher portfolio turnover compared to other funds and
higher transaction costs, such as commissions and custodian
and settlement fees, and may increase a Fund's tax liability.
Risks: Opportunity, Market and Transaction.

Temporary Defensive Positions.
During adverse market, economic or political conditions, the    0
Fund may depart from its principal investment strategies by     (35T)
increasing its investment in U.S. government securities and
other short-term interest-bearing securities. During times of
any temporary defensive positions, a Fund may not be able to
achieve its investment objective Risks: Opportunity.

Conventional Securities
                                                                25T1
Foreign Securities. Securities issued by companies located
outside the U.S. and/or traded primarily on a foreign
exchange. Risks: Market, Currency, Transaction, Liquidity,
Information and Political.
Small Cap Stocks. Investing in small companies involves
greater risk than with more established companies. Small cap    0
stock prices are more volatile and the companies often have
limited product lines, markets, financial resources, and
management experience. Risks: Market, Liquidity and
Information.

Investment grade bonds. Bonds rated BBB/Baa or higher or
comparable unrated bonds. Risks: Interest Rate, Market and      0
Credit.
Below-investment grade bonds. Bonds rated below BBB/Baa or
comparable unrated bonds are considered junk bonds. They are    5N
subject to greater credit risk than investment grade bonds.
Risks: Credit, Market, Interest Rate, Liquidity and
Information.                                                    0

Unrated debt securities. Bonds that have not been rated by a
recognized rating agency; the Advisor has determined the
credit quality based on its own research. Risks: Credit,
Market, Interest Rate, Liquidity and Information.

Illiquid securities. Securities which cannot be readily sold
because there is no active market. Risks: Liquidity, Market     15N
and Transaction.

Unleveraged derivative securities
Asset-backed securities. Securities are backed by unsecured     0
debt, such as credit card debt. These securities are often
guaranteed or over-collateralized to enhance their credit
quality. Risks: Credit, Interest Rate and Liquidity.

Mortgage-backed securities. Securities are backed by pools of
mortgages, including passthrough certificates, and other        0
senior classes of collateralized mortgage obligations (CMOs).
Risks: Credit, Extension, Prepayment, Liquidity and Interest
Rate.

Participation interests. Securities representing an interest
in another security or in bank loans. Risks: Credit, Interest   0
Rate and Liquidity.
Leveraged derivative instruments Currency contracts.
Contracts involving the right or obligation to buy or sell a    - -
given amount of foreign currency at a specified price and
future date. Risks: Currency, Leverage, Correlation,
Liquidity and Opportunity.

Options on securities and indices. Contracts giving the
holder the right but not the obligation to purchase or sell a   5T
security (or the cash value, in the case of an option on an
index) at a specified price within a specified time. In the
case of selling (writing) options, the Funds will write call
options only if they already own the security (if it is
"covered"). Risks: Interest Rate, Currency, Market, Leverage,
Correlation, Liquidity, Credit and Opportunity.
Futures contract. Agreement to buy or sell a specific amount
of a commodity or financial instrument at a particular price    0
on a specific future date. Risks: Interest Rate, Currency,      5N
Market, Leverage, Correlation, Liquidity and Opportunity.


The Portfolio has additional investment policies and restrictions that
are not principal to their investment strategies (for example,
repurchase agreements, real estate investment trusts, borrowing,
pledging, and reverse repurchase agreements, securities lending,
when-issued securities and short sales.) These policies and restrictions
are discussed in the SAI.

Types of Investment Risk

Correlation risk
This occurs when a Fund "hedges"- uses one investment to offset the Fund's
position in another. If the two investments do not behave in relation to one
another the way Fund managers expect them to, then unexpected or undesired
results may occur. For example, a hedge may eliminate or reduce gains as
well as offset losses.

Credit risk
The risk that the issuer of a security or the counterparty to an investment
contract may default or become unable to pay its obligations when due.

Currency risk
Currency risk occurs when a Portfolio buys, sells or holds a security
denominated in foreign currency. Foreign currencies "float" in value against
the U.S. dollar. Adverse changes in foreign currency values can cause
investment losses when a Portfolio's investments are converted to U.S.
dollars.

Extension risk
The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed security beyond the expected prepayment time, typically
reducing the security's value.

Information risk
The risk that information about a security or issuer or the market might not
be available, complete, accurate or comparable.

Interest rate risk
The risk that changes in interest rates will adversely affect the value of
an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities and zero coupon/"stripped" coupon
securities ("strips") are subject to greater interest rate risk.

Leverage risk
The risk that occurs in some securities or techniques which tend to magnify
the effect of small changes in an index or a market. This can result in a
loss that exceeds the amount actually invested.

Liquidity risk
The risk that occurs when investments cannot be readily sold. A Portfolio
may have to accept a less-than-desirable price to complete the sale of an
illiquid security or may not be able to sell it at all.

Management risk
This risk exists in all mutual funds and means that a Portfolio's investment
management practices might not work to achieve their desired result.

Market risk
The risk that exists in all mutual funds and means the risk that securities
prices in a market, a sector or an industry will fluctuate, and that such
movements might reduce an investment's value.

Opportunity risk
The risk of missing out on an investment opportunity because the assets
needed to take advantage of it are committed to less advantageous
investments or strategies.

Political risk
The risk that may occur with foreign investments, and means that the value
of an investment may be adversely affected by nationalization, taxation,
war, government instability or other economic or political actions or
factors.

Prepayment risk
The risk that unanticipated prepayments may occur, reducing the value of a
mortgage-backed security. The Portfolio must then reinvest those assets at
the current, market rate which may be lower.

Transaction risk
The risk that a Portfolio may be delayed or unable to settle a transaction
or that commissions and settlement expenses may be higher than usual.

Investment Selection Process
Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.
Although the Portfolio's social criteria tend to limit the availability of
investment opportunities more than is customary with other investment
companies, CAMCO and the Subadvisor believe there are sufficient investment
opportunities to permit full investment among issuers which satisfy the
Portfolio's investment and social objectives.

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

Socially Responsible Investment Criteria
The following criteria may be changed by the Portfolio's Board of Directors
without shareholder approval:
     1.  The Portfolio 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 Portfolio will avoid investing in nuclear
     power plant operators and owners, or manufacturers of key components in
     the nuclear power process.
     2.  The Portfolio 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 Portfolio 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 Portfolio will not invest in companies that are significantly
     involved in the manufacture of tobacco or alcohol products. The
     Portfolio 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 Portfolio may invest in
companies that exhibit positive social characteristics, it makes no explicit
claims to seek out companies with such practices.

The Fund and its Management
The Fund is a series fund which issues classes of stock, one for each
Portfolio. The shares of the Fund currently are sold only to insurance
companies (collectively, the "Insurance Companies") for allocation to their
separate accounts (collectively, the "Variable Accounts") to fund the
benefits under certain variable annuity and variable life insurance policies
(collectively, the "Policies") issued by such companies. Accordingly, the
interest of a policy owner in the shares is subject to the terms of the
particular annuity or life insurance policy and is described in the attached
prospectus for one of the Policies, which should be reviewed carefully by a
person considering the purchase of a Policy. The rights of the Insurance
Companies as shareholders should be distinguished from the rights of a
policy owner which are described in the Policies. Policy owners should
consider that the investment return experience of the Portfolio will affect
the value of the policy and the amount of annuity payments or life insurance
benefits received under a policy. See the attached prospectus(es) for the
Policies for a description of the relationship between increases or
decreases in the net asset value of Portfolio shares (and any distributions
on such shares) and the benefits provided under a policy.

Calvert Asset Management Company, Inc. (4550 Montgomery Avenue, Suite 1000N,
Bethesda, MD 20814) ("CAMCO") is the Funds' investment advisor and provides
day-to-day investment management services to the Funds. It has been managing
mutual funds since 1976. CAMCO is the investment advisor for over 25 mutual
funds, including the first and largest family of socially screened funds. As
of December 31, 1998, CAMCO had $6 billion in assets under management.

CAMCO uses a team approach to its management of the Portfolio. Reno J.
Martini, Senior Vice President and Chief Investment Officer, heads this team
and oversees the management of all Calvert Funds for CAMCO. Mr. Martini has
over 15 years of experience in the investment industry and has been the head
of CAMCO's asset management team since 1985.

Subadvisor and Portfolio Manager
Brown Capital Management, Inc., 809 Cathedral Street, Baltimore, Maryland,
has managed the Portfolio since 1996. It uses a bottom-up approach that
incorporates growth-adjusted price earnings, concentrating on mid-/large-cap
growth stocks.

Eddie C. Brown, founder and President of Brown Capital Management, Inc.,
heads the portfolio management team for Capital Accumulation and Brown
Capital's portion of CSIF Balanced. He brings over 24 years of management
experience to the Funds, and has held positions with T. Rowe Price
Associates and Irwing Management Company. Mr. Brown is a frequent panelist
on "Wall Street Week with Louis Rukeyser" and is a member of the Wall Street
Week Hall of Fame.

The Portfolio has obtained an exemptive order from the Securities and
Exchange Commission to permit the Fund, pursuant to approval by the Board of
Directors, to enter into and materially amend contracts with the Portfolio's
Subadvisor without shareholder approval. See "Investment Advisor and
Subadvisor" in the SAI for further details.

Advisory Fee and Expenses
For fiscal year 1998, the Advisor received from the Portfolio a monthly base
fee, computed on a daily basis at an annual rate of 0.80% of the average
daily net assets of the Portfolio. The Advisor pays the Subadvisor a base
fee of 0.25% of the Portfolio's average net assets. Pursuant to shareholder
approval on February 24, 1999, from thereafter, the advisory fee will be
0.65%. The lower advisory fee for each Portfolio, when added to the new
administrative services fee, would equal the current advisory fee (excluding
the effect of the prior performance adjustment).
Prior to February 24, 1999, in addition, the Advisor and Subadvisor could
earn (or have their fees reduced by) performance fee adjustments of up to
0.05/0.10%, respectively, based on the extent to which performance of the
Portfolio exceeded or trailed the Index.

A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, CAMCO and its service providers use computer
systems for all aspects of our business -- processing shareholder and fund
transactions, fund accounting, executing trades, and pricing securities just
to name a few. Many current software programs cannot distinguish between the
year 2000 and the year 1900. This can cause problems with retirement plan
distributions, dividend payment software, transaction software, and numerous
other areas that could impact the Fund. Calvert Group has been reviewing all
of its computer systems for Y2K compliance. Although, at this time, there
can be no assurance that there will be no negative impact on the Fund, the
Advisor, the underwriter, transfer agent and custodian have advised the Fund
that they have been actively working on any necessary changes to their
computer systems to prepare for Y2K and expect that their systems, and those
of their outside service providers, will be adapted in time for that event.
For more information, please visit our website at www.calvertgroup.com

Capital Stock
The Fund issues separate shares of stock for each of its Portfolios. Shares
of each of the Portfolios have equal rights with regard to voting,
redemptions, dividends, distributions, and liquidations with respect to that
Portfolio. 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 Fund's shareholders, the
Insurance Companies, will vote Fund shares allocated to the Variable
Accounts in accordance with instructions received from policy owners. Under
certain circumstances, which are described in the accompanying prospectus of
the variable life policy, the voting instructions received from variable
life insurance policy owners may be disregarded.

Purchase and Redemption of Shares
The Fund offers its shares, without sales charge, only for purchase by the
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
the Fund 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 policy owners of any Insurance Company. The Fund's Board of
Directors intends to monitor events in order to identify any material
conflicts between such policy owners and to determine what action, if any,
should be taken in response thereto.
The Insurance Companies redeem shares of the Portfolio to make benefit and
surrender payments under the terms of 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 effected 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, but 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 1940 Act.
The amount received upon redemption of the shares of the Fund may be more or
less than the amount paid for the shares, depending upon the fluctuations in
the market value of the assets owned by the Fund. The Fund redeems all full
and fractional shares of the Portfolio for cash. The redemption price is the
net asset value per share.
The net asset value of the shares of the Portfolio 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 Portfolio are valued at their market value if market quotations
are readily available. Otherwise, such 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 money market instruments with a remaining maturity of 60 days or
less 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 Portfolio. For dividend purposes, net
investment income of the Portfolio consists of all payments of dividends or
interest received by such Portfolio less estimated expenses (including the
investment advisory fee). All net realized capital gains, if any, of each
Portfolio are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional
shares of the Portfolio at net asset value.

Taxes
As a "regulated investment company" under the provisions of Subchapter M of
the Internal Revenue Code, as amended, the Fund is not subject to federal
income tax, nor to the federal excise tax imposed by the Tax Reform Act of
1986, to the extent that it distributes its net investment income and
realized capital gains. Since the only shareholders of the Fund are the
Insurance Companies, no discussion is included herein 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.

Financial Highlights
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years (or if shorter, the
period of the Portfolio's operations). Certain information reflects
financial results for a single share, by Portfolio. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions), and does not reflect any applicable front- or back-end sales
charge. This information has been audited by PricewaterhouseCoopers LLP
whose report, along with a Portfolio's financial statements, are included in
the Portfolio's annual report, which is available upon request.

[TO BE INSERTED]

<PAGE>

CVS Social International Equity

Advisor:                   Calvert Asset Management Company, Inc.
Subadvisor:                Murray Johnstone International, Ltd.

Objective
CVS Social International Equity seeks to provide a high total return
consistent with reasonable risk by investing primarily in a globally
diversified portfolio.
Principal investment strategies
CVS Social International Equity invests primarily in the common stocks of
mid- to large-cap companies using a value approach. The Portfolio identifies
those countries with markets and economies that it believes currently
provide the most favorable climate for investing. The Subadvisor selects
countries based on a "20 questions" model which uses macro-and
micro-economic inputs to rank the attractiveness of markets in various
countries. Within each country, the Subadvisor uses valuation techniques
that have been shown to best determine value within that market. In some
countries, the valuation process may favor the comparison of
price-to-cash-flow while in other countries, price-to-sales or price-to-book
may be more useful in determining which stocks are undervalued.

The Portfolio invests primarily in more developed economies and markets. No
more than 5% of Portfolio assets are invested in the U.S.

Principal Risks
You could lose money on your investment in the Portfolio, or the Portfolio
could underperform for any of the following reasons:

          The stock markets go down (including those outside the U.S.)
          The individual stocks in the Portfolio do not perform as well as
     expected
          Foreign currency values go down versus the U.S. dollar

An investment in the Portfolio is not a bank deposit and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.

CVS Social International Equity Performance
The bar chart and table below show the Portfolio's annual returns and its
long-term performance. The chart shows how the performance has varied from
year to year. The table compares the Portfolio's performance over time to
that of the Russell 2000 Index. This is a widely recognized, unmanaged index
of common stock prices. It also shows the Portfolio's returns compared to
the Lipper Variable Annuity International Funds Index, a composite index of
the annual return of mutual funds that have an investment goal similar to
that of the Portfolio. The Portfolio's past performance does not necessarily
indicate how the Portfolio will perform in the future.

Bar Chart with Year-by-Year Total Return
[TO BE PROVIDED]

Best Quarter (of periods shown)       Q_ '__     _.__%
Worst Quarter (of periods shown)      Q_ '__     _.__%

Average Annual Total Returns (as of 12-31-98)

                                        1 year     5 years    10 years
CVS Social International Equity         _.__%      _.__%      _.__%
Lipper VA International Funds Index     _.__%      _.__%      _.__%

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. Shareholder fees are paid directly from your
account; annual Fund operating expenses are deducted from Portfolio assets.

Shareholder fees
Maximum sales charge (load) imposed on purchases                     None
         (as a percentage of offering price)
Maximum deferred sales charge (load)                                 None
         (as a percentage of purchase or redemption
         proceeds, whichever is lower)
Annual fund operating expenses
Management fees                                                      0.__%
Distribution and service (12b-1) fees                                0.__%
Other expenses                                                       0.__%
Total annual fund operating expenses                                 _.__%
Fee waiver and/or expense reimbursement                                -
Net Expenses                                                         _.__%

Annual Fund Operating Expenses
Expenses are based on expenses for the Portfolio's most recent fiscal year,
unless otherwise indicated. Management fees include the administrative fee
paid by the Portfolio to Calvert Administrative Services Company, an
affiliate of the Advisor, Calvert Asset Management Company, Inc. ("CAMCO").

Example
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The example
assumes that:
                   You invest $10,000 in the Portfolio for the time periods
         indicated;
                   Your investment has a 5% return each year; and
                   The Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

Number of Years Investment is Held:

1
3
5
10                       

Principal Investment Practices and Risks
The most concise description of the Portfolio's principal investment
strategies and associated risks is under the risk-return summary. The
Portfolio is also permitted to invest in certain other investments and to
use certain investment techniques that have higher risks associated with
them. On the following pages are brief descriptions of the investments and
techniques, summarized in the risk-return summary along with certain
additional investment techniques and their risks.

For each of the investment practices listed, the table below shows the
Portfolio's limitations as a percentage of its assets and the principal
types of risk involved. (See the pages following the table for a description
of the types of risks). Numbers in this table show maximum allowable amount
only; for actual usage, consult the Portfolio's annual/semi-annual reports.

Key to Table
@        Portfolio currently uses
0        Permitted, but not typically used
(% of assets allowable, if restricted)
- --       Not permitted
xN       Allowed up to x% of Portfolio's net assets
xT       Allowed up to x% of Portfolio's total assets
NA       Not applicable to this type of fund

Investment Practices
Active Trading Strategy/Turnover involves selling a security
soon after purchase. An active trading strategy causes a fund     0
to have higher portfolio turnover compared to other funds and
higher transaction costs, such as commissions and custodian and
settlement fees, and may increase a Fund's tax liability.
Risks: Opportunity, Market and Transaction.

Temporary Defensive Positions.
During adverse market, economic or political conditions, the      0
Fund may depart from its principal investment strategies by
increasing its investment in U.S. government securities and
other short-term interest-bearing securities. During times of
any temporary defensive positions, a Fund may not be able to
achieve its investment objective Risks: Opportunity.

Conventional Securities

Foreign Securities. Securities issued by companies located        @
outside the U.S. and/or traded primarily on a foreign exchange.
Risks: Market, Currency, Transaction, Liquidity, Information
and Political.
Small Cap Stocks. Investing in small companies involves greater
risk than with more established companies. Small cap stock        0
prices are more volatile and the companies often have limited
product lines, markets, financial resources, and management
experience. Risks: Market, Liquidity and Information.

Investment grade bonds. Bonds rated BBB/Baa or higher or
comparable unrated bonds. Risks: Interest Rate, Market and        0
Credit.                                                           (35N)

Below-investment grade bonds. Bonds rated below BBB/Baa or
comparable unrated bonds are considered junk bonds. They are      5N
subject to greater credit risk than investment grade bonds.
Risks: Credit, Market, Interest Rate, Liquidity and Information.
                                                                  0
Unrated debt securities. Bonds that have not been rated by a
recognized rating agency; the Advisor has determined the credit
quality based on its own research. Risks: Credit, Market,
Interest Rate, Liquidity and Information.

Illiquid securities. Securities which cannot be readily sold
because there is no active market. Risks: Liquidity, Market and   15N
Transaction.

Unleveraged derivative securities
Asset-backed securities. Securities are backed by unsecured       0
debt, such as credit card debt. These securities are often
guaranteed or over-collateralized to enhance their credit
quality. Risks: Credit, Interest Rate and Liquidity.

Mortgage-backed securities. Securities are backed by pools of
mortgages, including passthrough certificates, and other senior   0
classes of collateralized mortgage obligations (CMOs). Risks:
Credit, Extension, Prepayment, Liquidity and Interest Rate.

Participation interests. Securities representing an interest in
another security or in bank loans. Risks: Credit, Interest Rate   0
and Liquidity.
Leveraged derivative instruments Currency contracts. Contracts
involving the right or obligation to buy or sell a given amount   5T
of foreign currency at a specified price and future date.
Risks: Currency, Leverage, Correlation, Liquidity and
Opportunity.

Options on securities and indices. Contracts giving the holder
the right but not the obligation to purchase or sell a security   5T
(or the cash value, in the case of an option on an index) at a
specified price within a specified time. In the case of selling
(writing) options, the Funds will write call options only if
they already own the security (if it is "covered"). Risks:
Interest Rate, Currency, Market, Leverage, Correlation,
Liquidity, Credit and Opportunity.
Futures contract. Agreement to buy or sell a specific amount of
a commodity or financial instrument at a particular price on a    0
specific future date. Risks: Interest Rate, Currency, Market,     5N
Leverage, Correlation, Liquidity and Opportunity.


The Portfolio has additional investment policies and restrictions that
are not principal to their investment strategies (for example,
repurchase agreements, real estate investment trusts, borrowing,
pledging, and reverse repurchase agreements, securities lending,
when-issued securities and short sales.) These policies and restrictions
are discussed in the SAI.

Types of Investment Risk

Correlation risk
This occurs when a Fund "hedges"- uses one investment to offset the Fund's
position in another. If the two investments do not behave in relation to one
another the way Fund managers expect them to, then unexpected or undesired
results may occur. For example, a hedge may eliminate or reduce gains as
well as offset losses.

Credit risk
The risk that the issuer of a security or the counterparty to an investment
contract may default or become unable to pay its obligations when due.

Currency risk
Currency risk occurs when a Portfolio buys, sells or holds a security
denominated in foreign currency. Foreign currencies "float" in value against
the U.S. dollar. Adverse changes in foreign currency values can cause
investment losses when a Portfolio's investments are converted to U.S.
dollars.

Extension risk
The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed security beyond the expected prepayment time, typically
reducing the security's value.

Information risk
The risk that information about a security or issuer or the market might not
be available, complete, accurate or comparable.

Interest rate risk
The risk that changes in interest rates will adversely affect the value of
an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities and zero coupon/"stripped" coupon
securities ("strips") are subject to greater interest rate risk.

Leverage risk
The risk that occurs in some securities or techniques which tend to magnify
the effect of small changes in an index or a market. This can result in a
loss that exceeds the amount actually invested.

Liquidity risk
The risk that occurs when investments cannot be readily sold. A Portfolio
may have to accept a less-than-desirable price to complete the sale of an
illiquid security or may not be able to sell it at all.

Management risk
This risk exists in all mutual funds and means that a Portfolio's investment
management practices might not work to achieve their desired result.

Market risk
The risk that exists in all mutual funds and means the risk that securities
prices in a market, a sector or an industry will fluctuate, and that such
movements might reduce an investment's value.

Opportunity risk
The risk of missing out on an investment opportunity because the assets
needed to take advantage of it are committed to less advantageous
investments or strategies.

Political risk
The risk that may occur with foreign investments, and means that the value
of an investment may be adversely affected by nationalization, taxation,
war, government instability or other economic or political actions or
factors.

Prepayment risk
The risk that unanticipated prepayments may occur, reducing the value of a
mortgage-backed security. The Portfolio must then reinvest those assets at
the current, market rate which may be lower.

Transaction risk
The risk that a Portfolio may be delayed or unable to settle a transaction
or that commissions and settlement expenses may be higher than usual.

Investment Selection Process
Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.
Although the Portfolio's social criteria tend to limit the availability of
investment opportunities more than is customary with other investment
companies, CAMCO and the Subadvisor believe there are sufficient investment
opportunities to permit full investment among issuers which satisfy the
Portfolio's investment and social objectives.

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

Socially Responsible Investment Criteria
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.
     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.

The Fund and its Management
The Fund is a series fund which issues classes of stock, one for each
Portfolio. The shares of the Fund currently are sold only to insurance
companies (collectively, the "Insurance Companies") for allocation to their
separate accounts (collectively, the "Variable Accounts") to fund the
benefits under certain variable annuity and variable life insurance policies
(collectively, the "Policies") issued by such companies. Accordingly, the
interest of a policy owner in the shares is subject to the terms of the
particular annuity or life insurance policy and is described in the attached
prospectus for one of the Policies, which should be reviewed carefully by a
person considering the purchase of a Policy. The rights of the Insurance
Companies as shareholders should be distinguished from the rights of a
policy owner which are described in the Policies. Policy owners should
consider that the investment return experience of the Portfolio will affect
the value of the policy and the amount of annuity payments or life insurance
benefits received under a policy. See the attached prospectus(es) for the
Policies for a description of the relationship between increases or
decreases in the net asset value of Portfolio shares (and any distributions
on such shares) and the benefits provided under a policy.

Calvert Asset Management Company, Inc. (4550 Montgomery Avenue, Suite 1000N,
Bethesda, MD 20814) ("CAMCO") is the Funds' investment advisor and provides
day-to-day investment management services to the Funds. It has been managing
mutual funds since 1976. CAMCO is the investment advisor for over 25 mutual
funds, including the first and largest family of socially screened funds. As
of December 31, 1998, CAMCO had $6 billion in assets under management.

CAMCO uses a team approach to its management of the Portfolio. Reno J.
Martini, Senior Vice President and Chief Investment Officer, heads this team
and oversees the management of all Calvert Funds for CAMCO. Mr. Martini has
over 15 years of experience in the investment industry and has been the head
of CAMCO's asset management team since 1985.

Subadvisor and Portfolio Manager
Murray Johnstone International, Ltd.; 875 North Michigan Ave., Suite 3415,
Chicago, IL 60611. The firm has managed CVS Social International Equity
since its inception.

Andrew Preston heads the portfolio management team for International Equity.
He joined Murray Johnstone International in 1985, and has held positions as
investment analyst in the United Kingdom and U.S. Department, and Fund
Manager in the Japanese Department. He was appointed director of the company
in 1993. Prior to joining Murray Johnstone, he was a member of the
Australian Foreign Service and attended University in Australia and Japan.

The Portfolio has obtained an exemptive order from the Securities and
Exchange Commission to permit the Fund, pursuant to approval by the Board of
Directors, to enter into and materially amend contracts with the Portfolio's
Subadvisor without shareholder approval. See "Investment Advisor and
Subadvisor" in the SAI for further details.

Advisory Fee and Expenses
For fiscal year 1998, the Advisor received from the Portfolio a monthly base
fee, computed on a daily basis at an annual rate of 1.00% of the average
daily net assets of the Portfolio. The Advisor pays the Subadvisor a base
fee of 0.45% of the Portfolio's average net assets. Pursuant to shareholder
approval on February 24, 1999, from thereafter, the advisory fee will be
0.75%. The lower advisory fee for each Portfolio, when added to the new
administrative services fee, would equal the current advisory fee.

A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, CAMCO and its service providers use computer
systems for all aspects of our business -- processing shareholder and fund
transactions, fund accounting, executing trades, and pricing securities just
to name a few. Many current software programs cannot distinguish between the
year 2000 and the year 1900. This can cause problems with retirement plan
distributions, dividend payment software, transaction software, and numerous
other areas that could impact the Fund. Calvert Group has been reviewing all
of its computer systems for Y2K compliance. Although, at this time, there
can be no assurance that there will be no negative impact on the Fund, the
Advisor, the underwriter, transfer agent and custodian have advised the Fund
that they have been actively working on any necessary changes to their
computer systems to prepare for Y2K and expect that their systems, and those
of their outside service providers, will be adapted in time for that event.
For more information, please visit our website at www.calvertgroup.com

Capital Stock
The Fund issues separate shares of stock for each of its Portfolios. Shares
of each of the Portfolios have equal rights with regard to voting,
redemptions, dividends, distributions, and liquidations with respect to that
Portfolio. 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 Fund's shareholders, the
Insurance Companies, will vote Fund shares allocated to the Variable
Accounts in accordance with instructions received from policy owners. Under
certain circumstances, which are described in the accompanying prospectus of
the variable life policy, the voting instructions received from variable
life insurance policy owners may be disregarded.

Purchase and Redemption of Shares
The Fund offers its shares, without sales charge, only for purchase by the
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
the Fund 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 policy owners of any Insurance Company. The Fund's Board of
Directors intends to monitor events in order to identify any material
conflicts between such policy owners and to determine what action, if any,
should be taken in response thereto.
The Insurance Companies redeem shares of the Portfolio to make benefit and
surrender payments under the terms of 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 effected 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, but 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 1940 Act.
The amount received upon redemption of the shares of the Fund may be more or
less than the amount paid for the shares, depending upon the fluctuations in
the market value of the assets owned by the Fund. The Fund redeems all full
and fractional shares of the Portfolio for cash. The redemption price is the
net asset value per share.
The net asset value of the shares of the Portfolio 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 Portfolio are valued at their market value if market quotations
are readily available. Otherwise, such 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 money market instruments with a remaining maturity of 60 days or
less 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 Portfolio. For dividend purposes, net
investment income of the Portfolio consists of all payments of dividends or
interest received by such Portfolio less estimated expenses (including the
investment advisory fee). All net realized capital gains, if any, of each
Portfolio are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional
shares of the Portfolio at net asset value.

Taxes
As a "regulated investment company" under the provisions of Subchapter M of
the Internal Revenue Code, as amended, the Fund is not subject to federal
income tax, nor to the federal excise tax imposed by the Tax Reform Act of
1986, to the extent that it distributes its net investment income and
realized capital gains. Since the only shareholders of the Fund are the
Insurance Companies, no discussion is included herein 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.

Financial Highlights
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years (or if shorter, the
period of the Portfolio's operations). Certain information reflects
financial results for a single share, by Portfolio. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions), and does not reflect any applicable front- or back-end sales
charge. This information has been audited by PricewaterhouseCoopers LLP
whose report, along with a Portfolio's financial statements, are included in
the Portfolio's annual report, which is available upon request.

[TO BE INSERTED]

<PAGE>

CVS Social Balanced

Advisor:                   Calvert Asset Management Company, Inc.
Subadvisor:                NCM Capital Management, Inc.

Objective
CVS Social Balanced seeks to achieve a competitive total return through an
actively managed portfolio of stocks, bonds and money market instruments
which offer income and capital growth opportunity and which satisfy the
investment and social criteria.

Principal investment strategies
There is no predetermined percentage of assets allocated to either stocks or
bonds or money market instruments, although, as an operating policy, the
Portfolio will have at least 25% of its assets in fixed income senior
securities. Equity investments are selected by the Subadvisor, subject to
direction and control by the Fund's Advisor and Board of Directors.
Fixed-income investments are selected by the Advisor. The Investment
Advisors determine the mix for the Portfolio depending upon their view of
market conditions and the economic outlook.
CVS Social Balanced invests in a combination of stocks, bonds and money
market instruments in an attempt to provide a complete investment portfolio
in a single product. The Advisor rebalances the Portfolio quarterly to
adjust for changes in market value. The Portfolio is a large-cap,
growth-oriented U.S. domestic portfolio, although it may have other
investments, including some foreign securities and some mid-cap stocks. For
the equity portion, the Portfolio seeks companies with better than average
expected growth rates at lower than average valuations. The fixed-income
portion reflects an active trading strategy, seeking total return.

Equity investments are selected by the Subadvisor, while the Advisor manages
the fixed-income assets and determines the overall mix for the Portfolio
depending upon its view of market conditions and economic outlook.

Principal Risks
You could lose money on your investment in the Portfolio, or the Portfolio
could underperform for any of the following reasons:

          The stock or bond market goes down
          The individual stocks and bonds in the Portfolio do not perform as
     well as expected
          For the fixed-income portion of the Portfolio, the Advisor's
     forecast as to interest rates is not correct
          For the foreign securities held in the Portfolio, if foreign
     currency values go down versus the U.S. dollar
          The Advisor's allocation among different sectors of the stock and
     bond markets does not perform as well as expected

CVS Social Balanced Performance
The bar chart and table below show the Portfolio's annual returns and its
long-term performance. The chart shows how the performance has varied from
year to year. The table compares the Portfolio's performance over time to
that of the Russell 2000 Index. This is a widely recognized, unmanaged index
of common stock prices. It also shows the Portfolio's returns compared to
the Lipper Variable Annuity Balanced Funds Index, a composite index of the
annual return of mutual funds that have an investment goal similar to that
of the Portfolio. The Portfolio's past performance does not necessarily
indicate how the Portfolio will perform in the future.

Bar Chart with Year-by-Year Total Return
[TO BE PROVIDED]

Best Quarter (of periods shown)       Q_ '__     _.__%
Worst Quarter (of periods shown)      Q_ '__     _.__%

Average Annual Total Returns (as of 12-31-98)

                                           1 year    5 years   10 years
CVS Social Balanced                         _.__%      _.__%      _.__%
Lipper VA Balanced Funds Index              _.__%      _.__%      _.__%

Fees and Expenses
This table describes the fees and expenses that you may pay if you buy and
hold shares of a Portfolio. Shareholder fees are paid directly from your
account; annual Fund operating expenses are deducted from Portfolio assets.

Shareholder fees
Maximum sales charge (load) imposed on purchases                     None
         (as a percentage of offering price)
Maximum deferred sales charge (load)                                 None
         (as a percentage of purchase or redemption
         proceeds, whichever is lower)
Annual fund operating expenses
Management fees                                                      0.__%
Distribution and service (12b-1) fees                                0.__%
Other expenses                                                       0.__%
Total annual fund operating expenses                                 _.__%
Fee waiver and/or expense reimbursement                                -
Net Expenses                                                         _.__%

Annual Fund Operating Expenses
Expenses are based on expenses for the Portfolio's most recent fiscal year,
unless otherwise indicated. Management fees include the administrative fee
paid by the Portfolio to Calvert Administrative Services Company, an
affiliate of the Advisor, Calvert Asset Management Company, Inc. ("CAMCO").

Example
This example is intended to help you compare the cost of investing in a
Portfolio with the cost of investing in other mutual funds. The example
assumes that:
                   You invest $10,000 in the Portfolio for the time periods
         indicated;
                   Your investment has a 5% return each year; and
                   The Portfolio's operating expenses remain the same.

Although your actual costs may be higher or lower, under these assumptions
your costs would be:

Number of Years Investment is Held:

1
3
5
10                       

Principal Investment Practices and Risks
The most concise description of the Portfolio's principal investment
strategies and associated risks is under the risk-return summary. The
Portfolio is also permitted to invest in certain other investments and to
use certain investment techniques that have higher risks associated with
them. On the following pages are brief descriptions of the investments and
techniques, summarized in the risk-return summary along with certain
additional investment techniques and their risks.

For each of the investment practices listed, the table below shows the
Portfolio's limitations as a percentage of its assets and the principal
types of risk involved. (See the pages following the table for a description
of the types of risks). Numbers in this table show maximum allowable amount
only; for actual usage, consult the Portfolio's annual/semi-annual reports.

Key to Table
@        Portfolio currently uses
0        Permitted, but not typically used
(% of assets allowable, if restricted)
- --       Not permitted
xN       Allowed up to x% of Portfolio's net assets
xT       Allowed up to x% of Portfolio's total assets
NA       Not applicable to this type of fund

Investment Practices
Active Trading Strategy/Turnover involves selling a security
soon after purchase. An active trading strategy causes a fund     @
to have higher portfolio turnover compared to other funds and
higher transaction costs, such as commissions and custodian
and settlement fees, and may increase a Fund's tax liability.
Risks: Opportunity, Market and Transaction.
Temporary Defensive Positions.
During adverse market, economic or political conditions, the      0
Fund may depart from its principal investment strategies by
increasing its investment in U.S. government securities and
other short-term interest-bearing securities. During times of
any temporary defensive positions, a Fund may not be able to
achieve its investment objective Risks: Opportunity.
Conventional Securities
                                                                  25N
Foreign Securities. Securities issued by companies located
outside the U.S. and/or traded primarily on a foreign exchange.
Risks: Market, Currency, Transaction, Liquidity, Information
and Political.
Small Cap Stocks. Investing in small companies involves greater
risk than with more established companies. Small cap stock        0
prices are more volatile and the companies often have limited
product lines, markets, financial resources, and management
experience. Risks: Market, Liquidity and Information.
Investment grade bonds. Bonds rated BBB/Baa or higher or
comparable unrated bonds. Risks: Interest Rate, Market and        @
Credit.
Below-investment grade bonds. Bonds rated below BBB/Baa or
comparable unrated bonds are considered junk bonds. They are      20N
subject to greater credit risk than investment grade bonds.
Risks: Credit, Market, Interest Rate, Liquidity and Information.
                                                                  @
Unrated debt securities. Bonds that have not been rated by a
recognized rating agency; the Advisor has determined the credit
quality based on its own research. Risks: Credit, Market,
Interest Rate, Liquidity and Information.
Illiquid securities. Securities which cannot be readily sold
because there is no active market. Risks: Liquidity, Market and   15N
Transaction.
Unleveraged derivative securities
Asset-backed securities. Securities are backed by unsecured       @
debt, such as credit card debt. These securities are often
guaranteed or over-collateralized to enhance their credit
quality. Risks: Credit, Interest Rate and Liquidity.
Mortgage-backed securities. Securities are backed by pools of
mortgages, including passthrough certificates, and other senior   @
classes of collateralized mortgage obligations (CMOs). Risks:
Credit, Extension, Prepayment, Liquidity and Interest Rate.
Participation interests. Securities representing an interest in
another security or in bank loans. Risks: Credit, Interest Rate   0
and Liquidity.
Leveraged derivative instruments Currency contracts. Contracts
involving the right or obligation to buy or sell a given amount   0
of foreign currency at a specified price and future date.
Risks: Currency, Leverage, Correlation, Liquidity and
Opportunity.
Options on securities and indices. Contracts giving the holder
the right but not the obligation to purchase or sell a security   5T
(or the cash value, in the case of an option on an index) at a
specified price within a specified time. In the case of selling
(writing) options, the Funds will write call options only if
they already own the security (if it is "covered"). Risks:
Interest Rate, Currency, Market, Leverage, Correlation,
Liquidity, Credit and Opportunity.
Futures contract. Agreement to buy or sell a specific amount of
a commodity or financial instrument at a particular price on a    0
specific future date. Risks: Interest Rate, Currency, Market,     5N
Leverage, Correlation, Liquidity and Opportunity.
Structured securities
Indexed and/or leveraged mortgage-backed and other debt           0
securities, including principal-only and interest-only
securities, leveraged floating rate securities, and others.
These securities tend to be highly sensitive to interest rate
movements and their performance may not correlate to these
movements in a conventional fashion. Risks: Credit, Interest
Rate, Extension, Prepayment, Market, Leverage, Liquidity and
Correlation.

The Portfolio has additional investment policies and restrictions that
are not principal to its investment strategies (for example, repurchase
agreements, borrowing, pledging, and reverse repurchase agreements,
securities lending and when-issued securities.) These policies and
restrictions are discussed in the SAI.

Types of Investment Risk

Correlation risk
This occurs when a Portfolio "hedges"- uses one investment to offset the
Portfolio's position in another. If the two investments do not behave in
relation to one another the way Portfolio managers expect them to, then
unexpected or undesired results may occur. For example, a hedge may
eliminate or reduce gains as well as offset losses.

Credit risk
The risk that the issuer of a security or the counterparty to an investment
contract may default or become unable to pay its obligations when due.

Currency risk
Currency risk occurs when a Portfolio buys, sells or holds a security
denominated in foreign currency. Foreign currencies "float" in value against
the US dollar. Adverse changes in foreign currency values can cause
investment losses when a Fund's investments are converted to US dollars.

Extension risk
The risk that an unexpected rise in interest rates will extend the life of a
mortgage-backed security beyond the expected prepayment time, typically
reducing the security's value.

Information risk
The risk that information about a security or issuer or the market might not
be available, complete, accurate or comparable.

Interest rate risk
The risk that changes in interest rates will adversely affect the value of
an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities and zero coupon/"stripped" coupon
securities ("strips") are subject to greater interest rate risk.

Leverage risk
The risk that occurs in some securities or techniques which tend to magnify
the effect of small changes in an index or a market. This can result in a
loss that exceeds the amount actually invested.

Liquidity risk
The risk that occurs when investments cannot be readily sold. A Portfolio
may have to accept a less-than-desirable price to complete the sale of an
illiquid security or may not be able to sell it at all.

Management risk
This risk exists in all mutual funds and means that portfolio management
practices might not work to achieve their desired result.

Market risk
The risk that exists in all mutual funds and means the risk that securities
prices in a market, a sector or an industry will fluctuate, and that such
movements might reduce an investment's value.

Opportunity risk
The risk of missing out on an investment opportunity because the assets
needed to take advantage of it are committed to less advantageous
investments or strategies.

Political risk
The risk that may occur with foreign investments, and means that the value
of an investment may be adversely affected by nationalization, taxation,
war, government instability or other economic or political actions or
factors.

Prepayment risk
The risk that unanticipated prepayments may occur, reducing the value of a
mortgage-backed security. The Portfolio must then reinvest those assets at
the current, market rate which may be lower.

Transaction risk
The risk that a Portfolio may be delayed or unable to settle a transaction
or that commissions and settlement expenses may be higher than usual.

Investment Selection Process
Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.
Although the Portfolio's social criteria tend to limit the availability of
investment opportunities more than is customary with other investment
companies, CAMCO and the Subadvisor believe there are sufficient investment
opportunities to permit full investment among issuers which satisfy the
Portfolio's investment and social objectives.

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

Socially Responsible Investment Criteria
Due to the particular social objective of the Portfolio, opportunities may
exist to promote promising approaches to social goals through privately
placed instruments. Since private placement investments are restricted
securities and have no readily available market, the Portfolio has a
fundamental policy that such investments in the Portfolio are limited to no
more than 10% of the Portfolio's assets.
All investments for the Portfolio are selected with a concern for the social
impact of each investment. The Portfolio has developed the following
criteria for the selection of organizations in which the Portfolio invests.
The Portfolio seeks to invest in a producer or service provider which:
     1.  Delivers safe products and services in ways that sustain our
     natural environment.
     2.  Is managed with participation throughout the organization in
     defining and achieving objectives.
     3.  Negotiates fairly with its workers, provides an environment
     supportive of their wellness, does not discriminate on the basis of
     race, gender, religion, age, disability, ethnic origin or sexual
     orientation, does not consistently violate regulations of the Equal
     Employment Opportunity Commission, and provides opportunities for
     women, disadvantaged minorities and others from whom equal
     opportunities have often been denied.
     4.  Fosters awareness of a commitment to human goals, such as
     creativity, productivity, self-respect, and responsibility, within the
     organization and the world, and continually recreates a context within
     which these goals can be realized.
The Portfolio will not invest in an issuer primarily engaged in the
production of nuclear energy or in the manufacture of equipment to produce
nuclear energy, business activities in support of repressive regimes, or the
manufacture of weapons systems.
Each investment is selected on the basis of its abilities to contribute to
the dual objective of the Portfolio. All potential investments are first
screened for financial soundness and then evaluated according to the
Portfolio's social criteria. To the greatest extent possible, investments
are made in companies exhibiting unusual, positive accomplishment with
respect to one or more of the criteria. All companies must meet the
Portfolio's minimum standards for all the criteria. It should be noted that
the Portfolio's social criteria tend to limit the availability of investment
opportunities more than is customary with other investment companies.
The selection of an organization for investment by the Portfolios does not
constitute endorsement or validation by the Fund, nor does the exclusion of
an organization necessarily reflect failure to satisfy the Portfolio's
social criteria. Policyholders directing investment in the Portfolio are
invited to send brief descriptions of companies they believe might be
suitable for investment by the Portfolio.

The Fund and its Management
The Fund is a series fund which issues classes of stock, one for each
Portfolio. The shares of the Fund currently are sold only to insurance
companies (collectively, the "Insurance Companies") for allocation to their
separate accounts (collectively, the "Variable Accounts") to fund the
benefits under certain variable annuity and variable life insurance policies
(collectively, the "Policies") issued by such companies. Accordingly, the
interest of a policy owner in the shares is subject to the terms of the
particular annuity or life insurance policy and is described in the attached
prospectus for one of the Policies, which should be reviewed carefully by a
person considering the purchase of a Policy. The rights of the Insurance
Companies as shareholders should be distinguished from the rights of a
policy owner which are described in the Policies. Policy owners should
consider that the investment return experience of the Portfolio will affect
the value of the policy and the amount of annuity payments or life insurance
benefits received under a policy. See the attached prospectus(es) for the
Policies for a description of the relationship between increases or
decreases in the net asset value of Portfolio shares (and any distributions
on such shares) and the benefits provided under a policy.

Calvert Asset Management Company, Inc. (4550 Montgomery Avenue, Suite 1000N,
Bethesda, MD 20814) ("CAMCO") is the Funds' investment advisor and provides
day-to-day investment management services to the Funds. It has been managing
mutual funds since 1976. CAMCO is the investment advisor for over 25 mutual
funds, including the first and largest family of socially screened funds. As
of December 31, 1998, CAMCO had $6 billion in assets under management.

CAMCO uses a team approach to its management of the Portfolio. Reno J.
Martini, Senior Vice President and Chief Investment Officer, heads this team
and oversees the management of all Calvert Funds for CAMCO. Mr. Martini has
over 15 years of experience in the investment industry and has been the head
of CAMCO's asset management team since 1985.

Subadvisor and Portfolio Manager
NCM Capital Management Group, Inc., 103 West Main Street, Durham, NC 27701,
has managed part of the equity investments of CVS Social Balanced since
1995. 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's portfolio management team consists of several members, headed by Maceo
K. Sloan. Mr. Sloan has more than 10 years of experience in the investment
industry, and is a frequent panelist on Wall Street Week with Louis Rukeyser.

The Portfolio has obtained an exemptive order from the Securities and
Exchange Commission to permit the Fund, pursuant to approval by the Board of
Directors, to enter into and materially amend contracts with the Portfolio's
Subadvisor without shareholder approval. See "Investment Advisor and
Subadvisor" in the SAI for further details.

Advisory Fee and Expenses
For fiscal year 1998, the Advisor received from the Portfolio a monthly base
fee, computed on a daily basis at an annual rate of 0.70% of the average
daily net assets of the Portfolio. The Advisor pays the Subadvisor a base
fee of 0.25% of the Portfolio's average net assets. Pursuant to shareholder
approval on February 24, 1999, from thereafter, the advisory fee will be
0.425%. The lower advisory fee for each Portfolio, when added to the new
administrative services fee, would equal the current advisory fee (excluding
the effect of the prior performance adjustment). In addition, on February
24, 1999, shareholders also approved the elimination of the performance fee
wherein the Advisor and Subadvisor could earn (or have their fees reduced
by) performance fee adjustments of up to 0.15% based on the extent to which
performance of the Portfolio exceeded or trailed the Lipper Balanced Funds
Index.

A Word About the Year 2000 (Y2K) and Our Computer Systems
Like other mutual funds, CAMCO and its service providers use computer
systems for all aspects of our business -- processing shareholder and fund
transactions, fund accounting, executing trades, and pricing securities just
to name a few. Many current software programs cannot distinguish between the
year 2000 and the year 1900. This can cause problems with retirement plan
distributions, dividend payment software, transaction software, and numerous
other areas that could impact the Fund. Calvert Group has been reviewing all
of its computer systems for Y2K compliance. Although, at this time, there
can be no assurance that there will be no negative impact on the Fund, the
Advisor, the underwriter, transfer agent and custodian have advised the Fund
that they have been actively working on any necessary changes to their
computer systems to prepare for Y2K and expect that their systems, and those
of their outside service providers, will be adapted in time for that event.
For more information, please visit our website at www.calvertgroup.com

Capital Stock
The Fund issues separate shares of stock for each of its Portfolios. Shares
of each of the Portfolios have equal rights with regard to voting,
redemptions, dividends, distributions, and liquidations with respect to that
Portfolio. 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 Fund's shareholders, the
Insurance Companies, will vote Fund shares allocated to the Variable
Accounts in accordance with instructions received from policy owners. Under
certain circumstances, which are described in the accompanying prospectus of
the variable life policy, the voting instructions received from variable
life insurance policy owners may be disregarded.

Purchase and Redemption of Shares
The Fund offers its shares, without sales charge, only for purchase by the
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
the Fund 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 policy owners of any Insurance Company. The Fund's Board of
Directors intends to monitor events in order to identify any material
conflicts between such policy owners and to determine what action, if any,
should be taken in response thereto.
The Insurance Companies redeem shares of the Portfolio to make benefit and
surrender payments under the terms of 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 effected 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, but 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 1940 Act.
The amount received upon redemption of the shares of the Fund may be more or
less than the amount paid for the shares, depending upon the fluctuations in
the market value of the assets owned by the Fund. The Fund redeems all full
and fractional shares of the Portfolio for cash. The redemption price is the
net asset value per share.
The net asset value of the shares of the Portfolio 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 Portfolio are valued at their market value if market quotations
are readily available. Otherwise, such 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 money market instruments with a remaining maturity of 60 days or
less 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 Portfolio. For dividend purposes, net
investment income of the Portfolio consists of all payments of dividends or
interest received by such Portfolio less estimated expenses (including the
investment advisory fee). All net realized capital gains, if any, of each
Portfolio are declared and distributed periodically, no less frequently than
annually. All dividends and distributions are reinvested in additional
shares of the Portfolio at net asset value.

Taxes
As a "regulated investment company" under the provisions of Subchapter M of
the Internal Revenue Code, as amended, the Fund is not subject to federal
income tax, nor to the federal excise tax imposed by the Tax Reform Act of
1986, to the extent that it distributes its net investment income and
realized capital gains. Since the only shareholders of the Fund are the
Insurance Companies, no discussion is included herein 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.

Financial Highlights
The financial highlights table is intended to help you understand the
Portfolio's financial performance for the past 5 years (or if shorter, the
period of the Portfolio's operations). Certain information reflects
financial results for a single share, by Portfolio. The total returns in the
table represent the rate that an investor would have earned (or lost) on an
investment in a Portfolio (assuming reinvestment of all dividends and
distributions), and does not reflect any applicable front- or back-end sales
charge. This information has been audited by PricewaterhouseCoopers LLP
whose report, along with a Portfolio's financial statements, are included in
the Portfolio's annual report, which is available upon request.

[TO BE INSERTED]

<PAGE>

For investors who want more information about the Portfolio, the following
documents are available free upon request:

Annual/Semi-Annual Reports: Additional information about the Portfolio's
investments is available in the Portfolio's Annual and Semi-Annual reports
to shareholders. In the Portfolio's annual report, you will find a
discussion of the market conditions and investment strategies that
significantly affected the Portfolio's performance during its last fiscal
year.

Statement of Additional Information (SAI): The SAI for the Portfolio
provides more detailed information about the Portfolio and is incorporated
into this prospectus by reference.

You can get free copies of reports and the SAI, request other information
and discuss your questions about the Portfolio by contacting your broker, or
the Portfolio at:

Calvert Group
4550 Montgomery Ave, Suite 1000N
Bethesda, Md. 20814

Telephone: 1-800-368-2745

Calvert Group Web-Site
Address: http://www.calvertgroup.com

You can review the Portfolio's reports and SAI at the public Reference Room
of the Securities and Exchange Commission. You can get text-only copies:

For a fee, by writing to or calling the Public Reference Room of the
Commission, Washington, D.C. 20549-6009, Telephone: 1-800-SEC-0330.

Free from the Commission's Internet website at
http://w_Hlt440868206w_Hlt440868206w.sec.gov.

Investment Company Act File No.: 811-3591





<PAGE>


                        Calvert Variable Series, Inc.
  (Social Money Market, Small Cap, Mid Cap Growth, International Equity and
                             Balanced Portfolios)

                     Statement of Additional Information
                                April 30, 1999


- ------------------------------------------------------------------------------
         This   Statement  of   Additional   Information   ("SAI")  is  not  a
prospectus.  Investors should read the Statement of Additional  Information in
conjunction  with the Fund's  Prospectus,  dated  April 30,  1999.  The Fund's
audited  financial  statements  included in its most recent  Annual  Report to
Shareholders,  are expressly  incorporated  by  reference,  and made a part of
this  SAI.  The  prospectus  and the most  recent  shareholder  report  may be
obtained  free of charge by calling  (800)  368-2748 or by writing the Fund at
4550 Montgomery Avenue, Bethesda, Maryland 20814.
- ------------------------------------------------------------------------------

TABLE OF CONTENTS

Investment Policies and Risks                                    2
Investment Restrictions                                         10
Investment Selection Process                                    1_
Purchase and Redemption of Shares                               1_
Net Asset Value                                                 1_
Taxes                                                           1_
Calculation of Yield and Total Return                           1_
Directors and Officers                                          1_
Investment Advisor and Subadvisors                              1_
Portfolio Transactions                                          2_
Method of Distribution                                          2_
Transfer and Shareholder Servicing Agent                        2_
Portfolio Transactions                                          2_
Reports to Shareholders and Policyholders                       2_
Independent Accountants and Custodians                          2_
General Information                                             2_
Control Persons and Principal Holders of Securities             2_
Appendix                                                        2_

<PAGE>

- ------------------------------------------------------------------------------
                        INVESTMENT POLICIES AND RISKS
- ------------------------------------------------------------------------------

         Calvert  Variable  Series,  Inc.,  ("the Fund") offers  investors the
opportunity   to  invest  in   several   professionally   managed   securities
portfolios  which may be more  diversified,  stable and  liquid  than might be
obtainable  by an investor on an  individual  basis.  In addition,  the Fund's
Calvert  Social  Portfolios  offer the  opportunity  for  growth of capital or
current  income  through  investment  in  enterprises  that make a significant
contribution  to society  through their  products and services and through the
way they do business.  The Calvert Social  Portfolios offer investors a choice
of five separate  portfolios  selected with a concern for the social impact of
each  investment:  Calvert  Social  Money  Market,  Small Cap, Mid Cap Growth,
International  Equity and Balanced  Portfolios.  References to the "Investment
Advisor" refer to the advisor  appropriate to the Portfolio  being  discussed.
(See "Investment Advisors")

Foreign Securities

         Calvert Social  International  Equity and Small Cap may invest all of
their assets in foreign  securities,  although  Calvert  Social Small Cap does
not presently  intend to invest in foreign  securities.  Calvert  Social Money
Market,  Balanced  and Mid Cap Growth may each  invest up to 25%,  and Calvert
Social  Balanced  may  invest  up to 10% of its  assets in the  securities  of
foreign  issuers.  Calvert Social Money Market may purchase only high quality,
US dollar-denominated instruments.

         Investments  in foreign  securities  may present  risks not typically
involved in domestic  investments.  The Fund may purchase  foreign  securities
directly,  on foreign  markets,  or those  represented by American  Depositary
Receipts  ("ADRs"),   or  other  receipts  evidencing   ownership  of  foreign
securities,  such as International  Depository  Receipts and Global Depositary
Receipts.  ADRs are US  dollar-denominated  and traded in the US on  exchanges
or over the  counter.  By  investing  in ADRs rather than  directly in foreign
issuers'  stock,  the Fund may possibly avoid some currency and some liquidity
risks.  The information  available for ADRs is subject to the more uniform and
more exacting  accounting,  auditing and financial  reporting standards of the
domestic market or exchange on which they are traded.

         Additional  costs may be incurred in  connection  with  international
investment  since  foreign  brokerage  commissions  and  the  custodial  costs
associated  with  maintaining  foreign  portfolio   securities  are  generally
higher  than in the  United  States.  Fee  expense  may  also be  incurred  on
currency  exchanges  when the Fund  changes  investments  from one  country to
another or converts foreign securities holdings into US dollars.

         United  States  Government  policies  have  at  times,  in the  past,
through  imposition  of interest  equalization  taxes and other  restrictions,
discouraged certain investments abroad by United States investors.

         Since  investments  in  securities  of issuers  domiciled  in foreign
countries usually involve currencies of the foreign  countries,  and since the
Fund may temporarily  hold funds in foreign  currencies  during the completion
of  investment  programs,  the value of the assets of the Fund as  measured in
United States  dollars may be affected  favorably or unfavorably by changes in
foreign  currency  exchange  rates  and  exchange  control  regulations.   For
example,  if the  value  of the  foreign  currency  in  which  a  security  is
denominated  increases  or declines in relation to the value of the US dollar,
the  value  of  the   security  in  US  dollars   will   increase  or  decline
correspondingly.   The  Fund  will  conduct  its  foreign  currency   exchange
transactions  either on a spot (i.e.,  cash) basis at the spot rate prevailing
in the foreign  exchange market,  or through  entering into forward  contracts
to purchase or sell foreign  currencies.  A forward foreign currency  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  in  the  interbank  market  conducted  directly
between  currency  traders  (usually  large,   commercial   banks)  and  their
customers.  A forward  foreign  currency  contract  generally  has no  deposit
requirement, and no commissions are charged at any stage for trades.

         The Fund may enter into forward  foreign  currency  contracts for two
reasons.  First,  the Fund may desire to  preserve  the United  States  dollar
price of a security  when it enters into a contract  for the  purchase or sale
of a  security  denominated  in a  foreign  currency.  The Fund may be able to
protect  itself  against   possible  losses  resulting  from  changes  in  the
relationship  between the United States dollar and foreign  currencies  during
the period  between the date the  security is  purchased  or sold and the date
on which payment is made or received by entering  into a forward  contract for
the  purchase or sale,  for a fixed  amount of  dollars,  of the amount of the
foreign currency involved in the underlying security transactions.

         Second,  when the Advisor or  Subadvisor  believes  that the currency
of a particular  foreign country may suffer a substantial  decline against the
United  States  dollar,  the  Fund  enters  into a  forward  foreign  currency
contract  to sell,  for a fixed  amount of  dollars,  the  amount  of  foreign
currency  approximating  the  value  of  some or all of the  Fund's  portfolio
securities  denominated in such foreign currency.  The precise matching of the
forward  foreign  currency  contract  amounts  and the value of the  portfolio
securities  involved will not generally be possible  since the future value of
the securities  will change as a consequence of market  movements  between the
date the  forward  contract  is  entered  into and the  date it  matures.  The
projection  of  short-term  currency  market  movement is  difficult,  and the
successful  execution  of  this  short-term  hedging  strategy  is  uncertain.
Although  forward  foreign  currency  contracts  tend to minimize  the risk of
loss due to a decline  in the value of the hedged  currency,  at the same time
they tend to limit any  potential  gain which might result should the value of
such  currency  increase.  The Fund does not intend to enter into such forward
contracts under this circumstance on a regular or continuous basis.

Eurocurrency Conversion Risk

         European  countries  that are members of the European  Monetary Union
have agreed to use a common  currency  unit,  the "euro,"  beginning  in 1999.
Currently,  each of these  countries has its own currency  unit.  Although the
Advisor  does  not  anticipate  any  problems  in  conversion   from  the  old
currencies  to  the  euro,   there  may  be  issues  involved  in  settlement,
valuation,  and numerous  other areas that could impact the Fund.  Calvert has
been  reviewing  all of  its  computer  systems  for  Eurocurrency  conversion
compliance.  There can be no assurance  that there will be no negative  impact
on the Fund,  however,  the Advisor and  custodian  have advised the Fund that
they have been  actively  working on any necessary  changes to their  computer
systems to prepare  for the  conversion,  and expect that their  systems,  and
those of their  outside  service  providers,  will be adapted in time for that
event.

Foreign Money Market Instruments

         Calvert  Social Money Market may invest  without  limitation in money
market   instruments  of  banks,   whether  foreign  or  domestic,   including
obligations  of US  branches  of  foreign  banks  ("Yankee"  instruments)  and
obligations of foreign branches of US banks  ("Eurodollar"  instruments).  All
such instruments must be high-quality,  US dollar-denominated  obligations. It
is an operating (i.e.,  nonfundamental)  policy of Calvert Social Money Market
that it may invest only in foreign  money  market  instruments  if they are of
comparable  quality to the  obligations  of  domestic  banks.  Although  these
instruments  are not  subject  to  foreign  currency  risk  since  they are US
dollar-denominated,  investments  in  foreign  money  market  instruments  may
involve  risks  that  are  different  than  investments  in  securities  of US
issuers. See "Foreign Securities" above.

Private Placements and Illiquid Securities

         Due  to  the   particular   social   objective  of  the   Portfolios,
opportunities may exist to promote especially  promising  approaches to social
goals   through   privately-placed    investments.   The   private   placement
investments  undertaken  by the  Portfolios,  if any, may be subject to a high
degree of risk.  Such  investments  may involve  relatively  small and untried
enterprises  that have been  selected  in the first  instance  because of some
attractive  social  objectives or policies.  The  Investment  Advisors seek to
structure the  Portfolios'  investments  to provide the greatest  assurance of
attaining the intended  investment  return.  It is an operating  policy of the
Portfolios  that no private  placements  shall be acquired  until the value of
that Portfolio's investments exceeds $20 million.

         Many private  placement  investments have no readily available market
and may therefore be  considered  illiquid.  It is an operating  policy of the
Portfolios  not to  purchase  illiquid  securities  if  more  than  a  certain
percentage  of the  value  of  its  net  assets  would  be  invested  in  such
securities.  Securities  eligible  for resale  pursuant to Rule 144A under the
Securities  Act of 1933 may be  determined  by the  Board of  Directors  to be
liquid.  The  Board may  delegate  such  determinations  of  liquidity  to the
Advisor,  pursuant  to  guidelines  and  oversight  by  the  Board.  Portfolio
investments  in  private  placements  and other  securities  for which  market
quotations  are not  readily  available  are  valued at fair  market  value as
determined by the Advisor under the direction and control of the Board.

Temporary Defensive Positions

         For  temporary  defensive  purposes  - which  may  include  a lack of
adequate purchase  candidates or an unfavorable  market environment - the Fund
may invest in cash or cash equivalents.  Cash equivalents  include instruments
such  as,  but  not  limited  to,  US  government   and  agency   obligations,
certificates  of  deposit,  banker's  acceptances,  time  deposits  commercial
paper, short-term corporate debt securities, and repurchase agreements.

Repurchase Agreements

         The  Portfolios  may purchase debt  securities  subject to repurchase
agreements,  which are arrangements  under which the Portfolio buys a security
and  the  seller  simultaneously  agrees  to  repurchase  the  security  at  a
specified time and price.  The Portfolios  engage in repurchase  agreements in
order to earn a higher rate of return  than it could earn simply by  investing
in  the  obligation  which  is  the  subject  of  the  repurchase   agreement.
Repurchase  agreements  are not,  however,  without  risk. In the event of the
bankruptcy  of a seller  during the term of a  repurchase  agreement,  a legal
question  exists as to whether the Portfolio  would be deemed the owner of the
underlying  security  or would be deemed  only to have a security  interest in
and lien upon such  security.  The  Portfolios  will only engage in repurchase
agreements  with  recognized   securities  dealers  and  banks  determined  to
present   minimal   credit  risk  by  the  Advisor  under  the  direction  and
supervision  of the Fund's Board of  Directors.  In addition,  the  Portfolios
will only  engage  in  repurchase  agreements  reasonably  designed  to secure
fully during the term of the agreement  the seller's  obligation to repurchase
the  underlying  security and will monitor the market value of the  underlying
security  during  the term of the  agreement.  If the value of the  underlying
security  declines and is not at least equal to the  repurchase  price due the
Portfolio  pursuant to the  agreement,  the Portfolio  will require the seller
to pledge  additional  securities  or cash to secure the seller's  obligations
pursuant  to the  agreement.  If the  seller  defaults  on its  obligation  to
repurchase and the value of the underlying  security  declines,  the Portfolio
may incur a loss and may incur  expenses in selling the  underlying  security.
Repurchase   agreements  are  always  for  periods  of  less  than  one  year.
Repurchase   agreements  not  terminable  within  seven  days  are  considered
illiquid.

Reverse Repurchase Agreements

         The  Portfolios  may also  engage in reverse  repurchase  agreements.
Under a reverse repurchase  agreement,  a Portfolio sells securities to a bank
or  securities  dealer and agrees to  repurchase  those  securities  from such
party at an agreed upon date and price  reflecting  a market rate of interest.
The Portfolio invests the proceeds from each reverse  repurchase  agreement in
obligations  in which it is authorized  to invest.  The  Portfolios  intend to
enter  into a  reverse  repurchase  agreement  only when the  interest  income
provided for in the  obligation  in which the  Portfolio  invests the proceeds
is  expected  to exceed the amount the  Portfolio  will pay in interest to the
other   party  to  the   agreement   plus  all  costs   associated   with  the
transactions.  The  Portfolios do not intend to borrow for leverage  purposes.
The  Portfolios  will  only  be  permitted  to  pledge  assets  to the  extent
necessary to secure borrowings and reverse repurchase agreements.

         During the time a reverse  repurchase  agreement is outstanding,  the
Portfolio will maintain in a segregated  custodial  account an amount of cash,
US Government  securities or other liquid,  high-quality debt securities equal
in value to the  repurchase  price.  The  Portfolio  will mark to  market  the
value of assets  held in the  segregated  account,  and will place  additional
assets in the account  whenever  the total  value of the  account  falls below
the amount required under applicable regulations.

         The Portfolios'  use of reverse  repurchase  agreements  involves the
risk  that  the  other  party  to  the  agreements  could  become  subject  to
bankruptcy or  liquidation  proceedings  during the period the  agreements are
outstanding.  In such event,  the Portfolio may not be able to repurchase  the
securities it has sold to that other party. Under those  circumstances,  if at
the  expiration of the  agreement  such  securities  are of greater value than
the proceeds  obtained by the Portfolio  under the  agreements,  the Portfolio
may have been better off had it not entered into the agreement.  However,  the
Portfolio will enter into reverse  repurchase  agreements  only with banks and
dealers  which  the  Advisor  believes  present  minimal  credit  risks  under
guidelines  adopted  by the  Fund's  Board  of  Directors.  In  addition,  the
Portfolio  bears the risk that the market value of the securities  sold by the
Portfolio may decline below the  agreed-upon  repurchase  price, in which case
the dealer may request the Portfolio to post additional collateral.

GNMA Certificates- Calvert Social Balanced

         Calvert  Social  Balanced is not  expected  generally  to invest more
than a small  portion of its assets in GNMA  Certificates.  GNMA  Certificates
are  mortgage-backed  securities  representing  part  ownership  of a pool  of
mortgage  loans  that  are  issued  by  lenders  such  as  mortgage   bankers,
commercial  banks and savings and loan  associations and are either insured by
the Federal  Housing  Administration  or  guaranteed  by the Veterans  Housing
Administration.  A "pool" or group of such  mortgages is assembled  and, after
being approved by GNMA, is offered to investors through securities dealers.

         Once approved by GNMA,  the timely  payment of interest and principal
on each  mortgage  is  guaranteed  by GNMA and  backed  by the full  faith and
credit of the US  Government.  GNMA  Certificates  differ  from  bonds in that
principal  is paid  back  monthly  by the  borrower  over the term of the loan
rather than returned in a lump sum at maturity.  GNMA  Certificates are called
"pass-through"   securities  because  both  interest  and  principal  payments
(including  prepayments)  are passed through to the holder of the Certificate.
Upon  receipt,  principal  payments  will  be  reinvested  by  the  Series  in
additional securities.

         Because interest and principal  payments on the underlying  mortgages
pass  through to holders,  the average life of GNMA  Certificates  varies with
the  maturities of the  underlying  mortgage  instruments,  which have maximum
maturities of 30 years.  However,  because  unscheduled  principal payments on
the   underlying   mortgages   resulting  from   prepayment,   refinancing  or
foreclosure  are also  passed  through to holders,  the  average  life of GNMA
Certificates is normally  substantially  shorter than the original maturity of
the underlying mortgage pools.

         The  occurrence  of  mortgage  prepayments  is  affected  by  factors
including  the  level  of  interest  rates,  the  degree  of the  increase  or
decrease  in  interest  rates  over time,  general  economic  conditions,  the
location  and age of the  mortgage,  and  social and  demographic  conditions.
Prepayments   generally   occur  when  interest   rates  have  fallen;   thus,
reinvestments  of  principal  prepayments  will  usually  be at  lower  rates.
Prepayments  also tend to occur more  frequently in mortgage  pools with rates
significantly  higher than prevailing  mortgage rates. The coupon rate of GNMA
Certificates   is  lower  than  the  interest  rate  paid  on  the  underlying
mortgages  only by the amount of the fee paid to GNMA and the issuer,  usually
1/2 of 1%.  Therefore,  GNMA  Certificates  trading  at a  premium,  which are
usually  Certificates  with coupon rates  significantly  higher than the rates
of Certificates  being issued at the time of purchase,  are subject to greater
risk of prepayment at par.

         The Investment  Advisor will attempt,  through careful  evaluation of
available  GNMA issues and  prevailing  market  conditions,  to invest in GNMA
Certificates  which  provide  a high  income  return  but are not  subject  to
substantial  risk of loss of  principal.  Accordingly,  the Advisor may forego
the opportunity to invest in certain issues of GNMA  Certificates  which would
provide  a high  current  income  yield if the  Advisor  determines  that such
issues would be subject to a risk of  prepayment  and loss of  principal  over
the long term that would outweigh the short-term increment in yield.

Non-Investment Grade Debt Securities

         Calvert Social  Balanced may invest in lower quality debt  securities
(generally  those  rated BB or lower by S&P or Ba or lower by  Moody's,  known
as "junk bonds").  Subject to the Portfolio's  investment policy provides that
it may not invest more than 20% of its assets in  securities  rated below B by
either rating service,  or in unrated securities  determined by the Advisor to
be comparable to securities  rated below B by either rating  service.  Calvert
Social  International  Equity  may  invest  up to 5% of its  assets  in  lower
quality  debt  securities,  and Calvert  Social Small Cap may invest up to 35%
of  its  assets  in  debt  securities  without  regard  to  investment  grade.
Non-investment  grade  debt  securities  are lower  quality  debt  securities.
These  securities  have moderate to poor  protection of principal and interest
payments  and  have   speculative   characteristics.   (See   Appendix  for  a
description  of  the  ratings.)  These  securities  involve  greater  risk  of
default or price  declines  due to changes  in the  issuer's  creditworthiness
than  investment-grade  debt  securities.  Because the market for  lower-rated
securities  may be thinner and less active than for  higher-rated  securities,
there  may be  market  price  volatility  for  these  securities  and  limited
liquidity  in the  resale  market.  Market  prices  for these  securities  may
decline  significantly  in periods of general  economic  difficulty  or rising
interest  rates.  Unrated  debt  securities  may fall into the  lower  quality
category.  Unrated  securities usually are not attractive to as many buyers as
rated securities are, which may make them less marketable.
         The  quality  limitation  set  forth  in the  Portfolios'  investment
policy is determined  immediately  after a Portfolio's  acquisition of a given
security.  Accordingly,  any later  change in ratings  will not be  considered
when  determining   whether  an  investment   complies  with  the  Portfolio's
investment policy.

         When  purchasing  high-yielding  securities,  rated or  unrated,  the
Advisors  prepare  their own  careful  credit  analysis to attempt to identify
those   issuers  whose   financial   condition  is  adequate  to  meet  future
obligations  or is expected to be  adequate in the future.  Through  portfolio
diversification   and  credit  analysis,   investment  risk  can  be  reduced,
although there can be no assurance that losses will not occur.

Options and Futures Contracts

         Calvert  Social  International  Equity,  Small Cap and Mid Cap Growth
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 which meet the Portfolios'  social criteria,  and employ
a variety of other investment techniques.  Specifically,  these Portfolios may
also  engage  in the  purchase  and  sale of  stock  index  future  contracts,
foreign  currency  futures  contracts,  interest rate futures  contracts,  and
options on such futures, as described more fully below.

         These Portfolios will engage in such  transactions  only to hedge the
existing  positions  in the  respective  Portfolios.  They will not  engage in
such   transactions  for  the  purposes  of  speculation  or  leverage.   Such
investment  policies and  techniques may involve a greater degree of risk than
those inherent in more conservative investment approaches.

         These   Portfolios  will  not  engage  in  such  options  or  futures
transactions unless they receive appropriate  regulatory  approvals permitting
them to engage in such  transactions.  Calvert  Social  International  Equity,
Small Cap and Mid Cap Growth  may not write  options on more than 50% of their
total assets.  These  Portfolios may write "covered  options" on securities in
standard contracts traded on national securities  exchanges.  These Portfolios
will write such  options in order to receive the  premiums  from  options that
expire and to seek net gains from closing purchase  transactions  with respect
to such options.

         Put and Call  Options.  These  Portfolios  may  purchase put and call
options,  in standard contracts traded on national  securities  exchanges,  on
securities  of  issuers  which meet the  Portfolios'  social  criteria.  These
Portfolios  will purchase  such options only to hedge  against  changes in the
value  of  securities  the  Portfolios  hold  and  not  for  the  purposes  of
speculation  or leverage.  In buying a put, a Portfolio  has the right to sell
the security at the exercise  price,  thus limiting its risk of loss through a
decline  in the  market  value of the  security  until  the put  expires.  The
amount of any  appreciation  in the value of the  underlying  security will be
partially  offset by the  amount of the  premium  paid for the put  option and
any related  transaction costs.  Prior to its expiration,  a put option may be
sold in a closing sale  transaction  and any profit or loss from the sale will
depend on whether the amount  received  is more or less than the premium  paid
for the put option plus the related transaction costs.

         These  Portfolios  may purchase call options on securities  that they
may intend to purchase and that meet the  Portfolios'  social  criteria.  Such
transactions  may be entered into in order to limit the risk of a  substantial
increase in the market price of the security  which the  Portfolio  intends to
purchase.  Prior to its  expiration,  a call  option  may be sold in a closing
sale  transaction.  Any profit or loss from such a sale will depend on whether
the  amount  received  is more or less  than  the  premium  paid  for the call
option plus the related transaction costs.

         Covered  Options.  These Portfolios may write only covered options on
equity  and  debt  securities  in  standard   contracts   traded  on  national
securities  exchanges.  For  call  options,  this  means  that  so  long  as a
Portfolio is obligated as the writer of a call  option,  that  Portfolio  will
own the  underlying  security  subject to the option  and,  in the case of put
options,  that Portfolio  will,  through its  custodian,  deposit and maintain
either cash or  securities  with a market  value equal to or greater  than the
exercise price of the option.

         When a Portfolio  writes a covered call option,  the Portfolio  gives
the  purchaser  the right to purchase the security at the call option price at
any time  during  the life of the  option.  As the writer of the  option,  the
Portfolio  receives a premium,  less a  commission,  and in exchange  foregoes
the  opportunity  to  profit  from any  increase  in the  market  value of the
security  exceeding the call option price.  The premium serves to mitigate the
effect  of any  depreciation  in the  market  value of the  security.  Writing
covered  call  options  can  increase  the  income of the  Portfolio  and thus
reduce  declines  in the  net  asset  value  per  share  of the  Portfolio  if
securities  covered  by such  options  decline  in value.  Exercise  of a call
option by the  purchaser,  however,  will cause the Portfolio to forego future
appreciation of the securities covered by the option.

         When a Portfolio  writes a secured put option,  it will gain a profit
in the amount of the premium,  less a commission,  so long as the price of the
underlying security remains above the exercise price.  However,  the Portfolio
remains  obligated to purchase the  underlying  security from the buyer of the
put option  (usually  in the event the price of the  security  funds below the
exercise  price) at any time  during  the option  period.  If the price of the
underlying  security  falls  below  the  exercise  price,  the  Portfolio  may
realize a loss in the amount of the  difference  between  the  exercise  price
and the sale price of the security, less the premium received.

         These  Portfolios  may  purchase  securities  that may be  covered by
call  options  solely  on the  basis  of  considerations  consistent  with the
investment  objectives and policies of the Portfolios.  The Portfolio turnover
rate may increase  through the exercise of a call option;  this will generally
occur  if  the  market  value  of  a  "covered"  security  increases  and  the
portfolio has not entered into a closing purchase transaction.

         Risks Related to Options  Transactions.  The Portfolios can close out
their  respective  positions  in  exchange-traded  options only on an exchange
which provides a secondary  market in such options.  Although these Portfolios
intend to acquire  and write only such  exchange-traded  options  for which an
active  secondary  market  appears to exist,  there can be no  assurance  that
such  a  market  will  exist  for  any  particular   option  contract  at  any
particular  time.  This might prevent the  Portfolios  from closing an options
position,  which could impair the  Portfolios'  ability to hedge  effectively.
The  inability  to close out a call  position  may have an  adverse  effect on
liquidity  because  the  Portfolio  may be  required  to hold  the  securities
underlying the option until the option expires or is exercised.

         Futures   Transactions.   These  Portfolios  may  purchase  and  sell
futures  contracts  ("futures  contracts")  but only when,  in the judgment of
the Advisor,  such a position  acts as a hedge  against  market  changes which
would adversely  affect the securities  held by the Portfolios.  These futures
contracts  may  include,   but  are  not  limited  to,  market  index  futures
contracts and futures contracts based on US Government obligations.

         A futures  contract  is an  agreement  between two parties to buy and
sell a security  on a future  date which has the  effect of  establishing  the
current  price for the  security.  Although  futures  contracts by their terms
require  actual  delivery  and  acceptance  of  securities,  in most cases the
contracts  are closed out before the  settlement  date  without  the making or
taking of delivery of securities.  Upon buying or selling a futures  contract,
the Portfolio  deposits  initial  margin with its  custodian,  and  thereafter
daily  payments  of  maintenance  margin  are made to and  from the  executing
broker.  Payments of maintenance  margin  reflect  changes in the value of the
futures  contract,  with the Portfolio  being  obligated to make such payments
if its futures  position  becomes  less  valuable and entitled to receive such
payments if its positions become more valuable.

         These  Portfolios  may only  invest  in  futures  contracts  to hedge
their   respective   existing   investment   positions   and  not  for  income
enhancement,   speculation  or  leverage   purposes.   Although  some  of  the
securities  underlying  the  futures  contract  may not  necessarily  meet the
Portfolios'   social  criteria,   any  such  hedge  position  taken  by  these
Portfolios will not constitute a direct  ownership  interest in the underlying
securities.

         Futures  contracts  have been  designed by boards of trade which have
been  designated   "contracts   markets"  by  the  Commodity  Futures  Trading
Commission  ("CFTC").  As  series  of a  registered  investment  company,  the
Portfolios  are  eligible  for  exclusion   from  the  CFTC's   definition  of
"commodity pool  operator,"  meaning that the Portfolios may invest in futures
contracts  under  specified  conditions  without  registering  with the  CFTC.
Among  these  conditions  are  requirements  that  each  Portfolio  invest  in
futures only for hedging  purposes and that the  aggregate  initial  margin on
futures  contracts  and  premium on  options  relating  to  futures  shall not
exceed 5% of the  Portfolio's  assets.  Futures  contracts  trade on contracts
markets  in a manner  that is  similar  to the way a stock  trades  on a stock
exchange  and the  boards  of  trade,  through  their  clearing  corporations,
guarantee performance of the contracts.

         Options on Futures  Contracts.  These  Portfolios  may  purchase  and
write put or call  options  and sell call  options  on  futures  contracts  in
which a  Portfolio  could  otherwise  invest  and  which  are  traded  on a US
exchange  or board of  trade.  The  Portfolios  may also  enter  into  closing
transactions  with respect to such options to terminate an existing  position;
that is,  to sell a put  option  already  owned  and to buy a call  option  to
close a position  where the  Portfolio has already sold a  corresponding  call
option.

         The  Portfolios  may only invest in options on futures  contracts  to
hedge  their  respective  existing  investment  positions  and not for  income
enhancement,   speculation  or  leverage   purposes.   Although  some  of  the
securities  underlying  the  futures  contract  underlying  the option may not
necessarily  meet the  Portfolios'  social  criteria,  any such hedge position
taken by these Portfolios will not constitute a direct  ownership  interest in
the underlying securities.

         An option on a futures  contract  gives the purchaser  the right,  in
return for the premium  paid,  to assume a position in a futures  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.  The  Portfolios  will pay a premium  for such  options  purchased  or
sold. In connection  with such options  bought or sold,  the  Portfolios  will
make initial margin deposits and make or receive  maintenance  margin payments
which reflect  changes in the market value of such options.  This  arrangement
is  similar  to  the  margin  arrangements  applicable  to  futures  contracts
described above.

         Put  Options on Futures  Contracts.  The  purchase  of put options on
futures  contracts is analogous to the sale of futures  contracts  and is used
to  protect  the  portfolio  against  the  risk  of  declining  prices.  These
Portfolios   may  purchase  put  options  and  sell  put  options  on  futures
contracts that are already owned by that  Portfolio.  The Portfolios will only
engage in the  purchase  of put options and the sale of covered put options on
market index futures for hedging purposes.

         Call  Options  on  Futures  Contracts.  The sale of call  options  on
futures  contracts is analogous to the sale of futures  contracts  and is used
to protect the portfolio  against the risk of declining  prices.  The purchase
of call  options  on futures  contracts  is  analogous  to the  purchase  of a
futures  contract.  These  Portfolios  may only buy call  options  to close an
existing  position where the Portfolio has already sold a  corresponding  call
option,  or for a cash hedge.  The Portfolios  will only engage in the sale of
call options and the purchase of call options to cover for hedging purposes.

         Writing  Call  Options  on  Futures  Contracts.  The  writing of call
options on futures  contracts  constitutes a partial  hedge against  declining
prices of the securities  deliverable  upon exercise of the futures  contract.
If the futures  contract price at expiration is below the exercise price,  the
Portfolio  will retain the full amount of the option  premium which provides a
partial hedge  against any decline that may have  occurred in the  Portfolio's
securities holdings.

         Risks of Options and Futures  Contracts.  If one of these  Portfolios
has sold futures or takes  options  positions to hedge its  portfolio  against
decline in the  market  and the  market  later  advances,  the  Portfolio  may
suffer a loss on the  futures  contracts  or  options  which it would not have
experienced  if it had  not  hedged.  Correlation  is also  imperfect  between
movements in the prices of futures  contracts  and  movements in prices of the
securities  which are the subject of the hedge.  Thus the price of the futures
contract  or  option  may  move  more  than  or less  than  the  price  of the
securities  being hedged.  Where a Portfolio has sold futures or taken options
positions to hedge against  decline in the market,  the market may advance and
the value of the  securities  held in the Portfolio may decline.  If this were
to occur,  the Portfolio might lose money on the futures  contracts or options
and also  experience  a  decline  in the  value of its  portfolio  securities.
However,  although this might occur for a brief period or to a slight  degree,
the value of a  diversified  portfolio  will tend to move in the  direction of
the market generally.

         The  Portfolios  can close out futures  positions only on an exchange
or  board  of  trade  which  provides  a  secondary  market  in such  futures.
Although  the  Portfolios  intend to  purchase  or sell only such  futures for
which an active secondary  market appears to exist,  there can be no assurance
that such a market  will  exist for any  particular  futures  contract  at any
particular  time.  This might  prevent the  Portfolios  from closing a futures
position,  which could  require a Portfolio to make daily cash  payments  with
respect to its position in the event of adverse price movements.

         Options on futures  transactions  bear several risks apart from those
inherent in options transactions  generally.  The Portfolios' ability to close
out their options  positions in futures  contracts will depend upon whether an
active  secondary  market for such options develops and is in existence at the
time the Portfolios seek to close their  positions.  There can be no assurance
that such a market will develop or exist.  Therefore,  the Portfolios might be
required to exercise the options to realize any profit.

Foreign Currency Transactions (Not applicable to Calvert Social Money Market)

         Forward  Foreign  Currency  Exchange  Contracts.  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
("Term")  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.

         The  Portfolios  will  not  enter  into  such  forward  contracts  or
maintain a net  exposure  in such  contracts  where it would be  obligated  to
deliver  an  amount  of  foreign  currency  in  excess  of  the  value  of its
portfolio  securities  and other  assets  denominated  in that  currency.  The
Advisors  and   Subadvisors   believes  that  it  is  important  to  have  the
flexibility  to enter into such forward  contract when it  determines  that to
do so is in a Portfolio's best interests.

         Foreign  Currency  Options (Not  applicable  to Calvert  Social Money
Market or Balanced).
A foreign  currency  option provides the option buyer with the right to buy or
sell a stated  amount of foreign  currency at the exercise  price on or before
a  specified  date.  A call  option  gives its owner  the  right,  but not the
obligation,  to buy the  currency,  while a put  option  gives  its  owner the
right, but not the obligation,  to sell the currency.  The option seller buyer
may close its position any time prior to  expiration of the option  period.  A
call rises in value if the  underlying  currency  appreciates.  Conversely,  a
put  rises in value  if the  underlying  currency  depreciates.  Purchasing  a
foreign  currency option can protect a Portfolio  against adverse  movement in
the value of a foreign currency.

         Foreign  Currency  Futures   Transactions.   The  Portfolio  may  use
foreign  currency  futures  contracts  and options on such futures  contracts.
Through  the  purchase  or sale of such  contracts,  it may be able to achieve
many of the same  objectives  attainable  through the use of foreign  currency
forward contracts, but more effectively and possibly at a lower cost.

         Unlike  forward  foreign   currency   exchange   contracts,   foreign
currency futures  contracts and options on foreign currency futures  contracts
are  standardized  as to amount and  delivery  period and are traded on boards
of trade and  commodities  exchanges.  It is  anticipated  that such contracts
may provide  greater  liquidity and lower cost than forward  foreign  currency
exchange contracts.

Lending Portfolio Securities

         The Fund may lend its  portfolio  securities  to member  firms of the
New York  Stock  Exchange  and  commercial  banks with  assets of one  billion
dollars or more.  Any such loans must be secured  continuously  in the form of
cash  or cash  equivalents  such  as US  Treasury  bills.  The  amount  of the
collateral  must on a current  basis  equal or exceed the market  value of the
loaned  securities,  and the Fund must be able to  terminate  such  loans upon
notice  at any  time.  The  Fund  will  exercise  its  right  to  terminate  a
securities  loan in order  to  preserve  its  right to vote  upon  matters  of
importance affecting holders of the securities.

         The  advantage  of such loans is that the Fund  continues  to receive
the  equivalent  of the interest  earned or  dividends  paid by the issuers on
the loaned  securities  while at the same time earning interest on the cash or
equivalent  collateral  which may be  invested in  accordance  with the Fund's
investment objective, policies and restrictions.

         Securities  loans  are  usually  made  to  broker-dealers  and  other
financial  institutions to facilitate  their delivery of such  securities.  As
with any  extension  of credit,  there may be risks of delay in  recovery  and
possibly  loss of rights in the loaned  securities  should the borrower of the
loaned securities fail financially.  However,  the Fund will make loans of its
portfolio  securities only to those firms the Advisor deems  creditworthy  and
only on terms  the  Advisor  believes  should  compensate  for such  risk.  On
termination  of the loan,  the borrower is obligated to return the  securities
to the Fund.  The Fund will  recognize any gain or loss in the market value of
the securities during the loan period.  The Fund may pay reasonable  custodial
fees in connection with the loan.

When-Issued and Delayed Delivery Securities

         From  time  to  time,  in  the  ordinary  course  of  business,  each
Portfolio may purchase  securities on a when-issued or delayed  delivery basis
- -- that is,  delivery  and  payment  can take  place a month or more after the
date  of the  transactions.  The  securities  purchased  in  this  manner  are
subject  to  market  fluctuation  and no  interest  accrues  to the  purchaser
during this period.  At the time a Portfolio  makes a  commitment  to purchase
securities  on a when-issued  or delayed  delivery  basis,  the price is fixed
and the  Portfolio  will record the  transaction  and  thereafter  reflect the
value,  each day, of the  security in  determining  the net asset value of the
Portfolio.  At the time of delivery of the  securities,  the value may be more
or less than the purchase price.

         The  Portfolio  will enter  commitments  for  when-issued  or delayed
delivery   securities   only  when  it  intends  to  acquire  the  securities.
Accordingly,  each  Portfolio  will  establish a  segregated  account with the
Portfolio's   custodian   bank  in  which  it  will   maintain  cash  or  cash
equivalents or other  portfolio  securities  equal in value to commitments for
such   when-issued   or   delayed   delivery   securities.   Subject  to  this
restriction, a Portfolio may purchase these securities without limit.

- ------------------------------------------------------------------------------
                           INVESTMENT RESTRICTIONS
- ------------------------------------------------------------------------------

Fundamental Investment Restrictions
         The  Portfolios  have adopted the  following  fundamental  investment
restrictions.  These  restrictions  cannot be changed  without the approval of
the holders of a majority of the outstanding shares of each Portfolio.

         (1) Each Portfolio may not make any investment
         inconsistent with its classification as a diversified
         investment company under the 1940 Act.
         (2) Each Portfolio may not concentrate its investments in
         the securities of issuers primarily engaged in any
         particular industry (other than securities issued or
         guaranteed by the U.S. Government or its agencies or
         instrumentalities and repurchase agreements secured
         thereby).
         (3) Each Portfolio may not issue senior securities or
         borrow money, except from banks for temporary or emergency
         purposes and then only in an amount up to 33 1/3% of the
         value of its total assets or as permitted by law and
         except by engaging in reverse repurchase agreements, where
         allowed. In order to secure any permitted borrowings and
         reverse repurchase agreements under this section, a
         Portfolio may pledge, mortgage or hypothecate its assets.
         (4) The Portfolios may not underwrite the securities of
         other issuers, except as allowed by law or to the extent
         that the purchase of obligations in accordance with a
         Portfolio's investment objective and policies, either
         directly from the issuer, or from an underwriter for an
         issuer, may be deemed an underwriting.
         (5) Each Portfolio may not invest directly in commodities
         or real estate, although it may invest in securities which
         are secured by real estate or real estate mortgages and
         securities of issuers which invest or deal in commodities,
         commodity futures, real estate or real estate mortgages
         and provided that the Social Mid Cap, International
         Equity, and Small Cap Portfolios may purchase or sell
         stock index futures, foreign currency futures, interest
         rate futures and options thereon.
         (6) The Portfolios may not make loans, other than through
         the purchase of money market instruments and repurchase
         agreements or by the purchase of bonds, debentures or
         other debt securities, or as permitted by law. The
         purchase of all or a portion of an issue of publicly or
         privately distributed debt obligations in accordance with
         a Portfolio's investment objective, policies and
         restrictions, shall not constitute the making of a loan.

Nonfundamental Investment Restrictions
         The Board of  Directors  has  adopted  the  following  nonfundamental
investment  restrictions.  A  nonfundamental  investment  restriction  can  be
changed by the Board at any time without a shareholder vote.

         (1)   Each Portfolio may not purchase common stocks,
              preferred stocks, warrants, or other equity securities.
         (2)   Each Portfolio does not intend to make any purchases
              of securities if borrowing exceeds 5% of a portfolio's
              total assets.
         (3)   Each  Portfolio may not purchase  illiquid  securities
              if more  than 15% of the value of net  assets  would be
              invested in such securities;
         (4)   Each  Portfolio may not write,  purchase or sell puts,
              calls  or   combinations   thereof   except   that  the
              Portfolios may (a) write  exchange-traded  covered call
              options on portfolio  securities and enter into closing
              purchase  transactions  with  respect to such  options,
              and the  Portfolio  may write  exchange-traded  covered
              call  options on foreign  currencies  and  secured  put
              options on securities and foreign  currencies and write
              covered call and secured put options on securities  and
              foreign  currencies traded over the counter,  and enter
              into  closing  purchase  transactions  with  respect to
              such  options,   (b)  purchase   exchange-traded   call
              options  and put  options  and  purchase  call  and put
              options  traded  over the  counter,  provided  that the
              premiums  on all  outstanding  call and put  options do
              not  exceed 5% of its  total  assets,  and  enter  into
              closing sale  transaction with respect to such options,
              and (c)  engage  in  financial  futures  contracts  and
              related options transactions,  provided that the sum of
              the   initial   margin   deposits   on   the   affected
              Portfolio's   existing   futures  and  related  options
              positions  and the  premiums  paid for related  options
              would not exceed 5% of its total assets.
         (5)   Social  Balanced  may  not  invest  in  securities  of
              foreign  issuers  if at the  time of  acquisition  more
              than 10% of its total  assets  taken at market value at
              the time of the  investment,  would be invested in such
              securities.

Virginia Law Restrictions

         In addition  to the  investment  restrictions  described  above,  the
Portfolios  will comply with  restrictions  contained in the current  Virginia
Insurance  Laws in order  that the  assets  of the  Variable  Accounts  may be
invested in Portfolio  shares.  The Virginia  Insurance Laws currently  permit
the Variable  Accounts to invest in Portfolio  shares without  restricting the
Portfolios'  investments.  However,  those  laws or their  interpretation  may
change.

- ------------------------------------------------------------------------------
                         INVESTMENT SELECTION PROCESS
- ------------------------------------------------------------------------------

         Investments  in the  Portfolios  are  selected  on the basis of their
ability  to  contribute  to  the  dual  objective  of  the   Portfolios.   The
Portfolios   have   developed  a  number  of  techniques  for  evaluating  the
performance  of  issuers  in each of  these  areas.  The  primary  sources  of
information are reports  published by the issuers  themselves,  the reports of
public  agencies,  and the  reports of groups  which  monitor  performance  in
particular  areas.  These sources of information are sometimes  augmented with
direct  interviews  or written  questionnaires  addressed to the  issuers.  It
should  be  recognized,   however,  that  there  are  few  generally  accepted
measures by which  achievement  in these  areas can be readily  distinguished;
therefore,  the  development  of suitable  measurement  techniques  is largely
within the  discretion  and judgment of the Advisors  and  Subadvisors  of the
Portfolio.

         It should  be noted  that the  Portfolios'  social  criteria  tend to
limit the  availability  of  investment  opportunities  more than is customary
with  other  investment  companies.  The  Advisor  and  Subadvisors,  however,
believe  that there are  sufficient  investment  opportunities  to permit full
investment  among  issuers  that  satisfy the  Portfolios'  social  investment
objective.

         To  the  greatest  extent  possible,  the  same  social  criteria  is
applied to the purchase of  non-equity  securities  as to equity  investments.
Bank certificates of deposit,  commercial paper,  repurchase  agreements,  and
corporate  bonds are judged in the same way as a  prospective  purchase of the
bank's  or  issuing   company's  common  stock.  The  Portfolios  may  invest,
however,   in   certificates   of  deposit  of  banks  and  savings  and  loan
associations in which the Portfolios  would not otherwise  invest because such
institutions  have  assets of $1 billion or less,  but  generally  only to the
extent all such  investments  are fully insured as to principal by the Federal
Deposit Insurance Corporation.

         Obligations  issued by the US  Treasury,  such as US Treasury  bills,
notes  and  bonds,  are  supported  by the full  faith  and  credit  of the US
Government.  Certain  obligations  issued  or  guaranteed  by a US  Government
agency or  instrumentality  are  supported by the full faith and credit of the
US Government.  These include  obligations  issued by the Export-Import  Bank,
Farmers  Home  Administration,   Government  National  Mortgage   Association,
Postal Service,  Merchant  Marine,  and Washington  Metropolitan  Area Transit
Authority.  The  Portfolios  may also invest in other US Government  agency or
instrumentality  obligations  which are  supported  only by the  credit of the
agency or  instrumentality  and may be further  supported  by the right of the
issuer to borrow from the US Treasury.  Such  obligations  include  securities
issued  by the  Bank  for  Cooperatives,  Federal  Intermediate  Credit  Bank,
Federal  Land  Bank,  Federal  Home Loan  Bank,  Federal  Home  Loan  Mortgage
Corporation, and Federal National Mortgage Association.

- ------------------------------------------------------------------------------
                      PURCHASE AND REDEMPTION OF SHARES
- ------------------------------------------------------------------------------

         The  Portfolios  continuously  offer their  shares at prices equal to
the  respective  net asset values of the  Portfolios  determined in the manner
set forth below under "Net Asset  Value." The  Portfolios  offer their shares,
without sales  charge,  only for purchase by various  Insurance  Companies for
allocation to their Variable  Accounts.  It is conceivable  that in the future
it  may be  disadvantageous  for  both  annuity  Variable  Accounts  and  life
insurance  Variable  Accounts  of  different  Insurance  Companies,  to invest
simultaneously  in the Portfolios,  although  currently  neither the Insurance
Companies  nor  the  Portfolio  foresee  any  such   disadvantages  to  either
variable  annuity or variable life  insurance  policy holders of any Insurance
Company.  The  Portfolio's  Board of  Directors  intends to monitor  events in
order to identify any material  conflicts  between such  policyholders  and to
determine what action, if any, should be taken in response to any conflicts.

         The  Portfolios  are  required  to  redeem  all full  and  fractional
shares  for  cash.  The  redemption  price is the net asset  value per  share,
which  may  be  more  or  less  than  the  original  cost,  depending  on  the
investment  experience  of the  Portfolio.  Payment for shares  redeemed  will
generally  be made  within  seven  days after  receipt  of a proper  notice of
redemption.  The right of  redemption  may be suspended or the date of payment
postponed  for any period  during which the New York Stock  Exchange is closed
(other than customary weekend and holiday  closings),  when trading on the New
York Stock Exchange is restricted,  or an emergency  exists,  as determined by
the  Commission,  or if the  Commission  has ordered such a suspension for the
protection of shareholders.

- ------------------------------------------------------------------------------
                               NET ASSET VALUE
- ------------------------------------------------------------------------------

         The net asset  value of the shares of each  Portfolio  of the Fund 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  shares  of  the  Portfolio   outstanding.   Expenses  are  accrued  daily,
including the investment  advisory fee.  Calvert Social Money Market  attempts
to  maintain a  constant  net asset  value of $1.00 per  share;  the net asset
values of Calvert Social  Balanced,  International  Equity,  Small Cap and Mid
Cap Growth  fluctuate based on the respective  market value of the Portfolio's
investments.  The net  asset  value  per  share of each of the  Portfolios  is
determined  every  business day as of the close of the regular  session of the
New York  Stock  Exchange  (generally  4:00 p.m.  Eastern  time),  and at such
other  times  as  may be  necessary  or  appropriate.  The  Portfolios  do not
determine  net asset  value on  certain  national  holidays  or other  days on
which the New York Stock  Exchange  is closed:  New  Year's  Day,  Presidents'
Day,  Dr.   Martin  Luther  King,   Jr.  Day,   Good  Friday,   Memorial  Day,
Independence  Day,  Labor Day,  Thanksgiving  Day,  and  Christmas  Day.  Each
Portfolio's  net  asset  value  per  share  is  determined  by  dividing  that
Portfolio's  total net assets  (the  value of its  assets net of  liabilities,
including accrued expenses and fees) by the number of shares outstanding.

         The  assets  of  Calvert   Social   Small   Cap,   Mid  Cap   Growth,
International  Equity and Balanced are valued as follows:  (a)  securities for
which market  quotations  are readily  available are valued at the most recent
closing  price,  mean  between bid and asked  price,  or yield  equivalent  as
obtained from one or more market makers for such  securities;  (b)  securities
maturing  within 60 days may be valued  at cost,  plus or minus any  amortized
discount  or premium,  unless the Board of  Directors  determines  such method
not to be appropriate  under the  circumstances;  and (c) all other securities
and assets for which  market  quotations  are not  readily  available  will be
fairly  valued by the  Advisor  in good  faith  under the  supervision  of the
Board  of  Directors.   Securities  primarily  traded  on  foreign  securities
exchanges  are  generally  valued  at the  preceding  closing  values on their
respective  exchanges  where  primarily  traded.  Equity options are valued at
the last sale  price  unless  the bid  price is  higher or the asked  price is
lower,  in which event such bid or asked price is used.  Exchange traded fixed
income  options  are  valued at the last sale  price  unless  there is no sale
price,  in which event  current  prices  provided  by market  makers are used.
Over-the-counter  fixed income  options are valued  based upon current  prices
provided by market  makers.  Financial  futures  are valued at the  settlement
price  established  each day by the board of trade or  exchange  on which they
are  traded.  Because of the need to obtain  prices as of the close of trading
on  various   exchanges   throughout  the  world,   the   calculation  of  the
Portfolio's  net asset  value does not take place for  contemporaneously  with
the  determination of the prices of US portfolio  securities.  For purposes of
determining  the  net  asset  value  all  assets  and  liabilities   initially
expressed  in foreign  currency  values will be converted  into United  States
dollar  values at the mean  between  the bid and  offered  quotations  of such
currencies  against  United  States  dollars at last quoted by any  recognized
dealer.  If an event  were to occur  after the value of an  investment  was so
established  but before  the net asset  value per share was  determined  which
was likely to  materially  change  the net asset  value,  then the  instrument
would be valued  using  fair value  consideration  by the  Directors  or their
delegates.

         Calvert Social Money Market's assets,  including  securities  subject
to repurchase  agreements,  are normally  valued at their amortized cost which
does not take into account unrealized  capital gains or losses.  This involves
valuing  an  instrument  at  its  cost  and  thereafter  assuming  a  constant
amortization  to  maturity  of any  discount  or  premium,  regardless  of the
impact of fluctuating  interest  rates on the market value of the  instrument.
While this method  provides  certainty in valuation,  it may result in periods
during which value,  as determined by amortized  cost, is higher or lower than
the price that would be received upon sale of the instrument.

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

         In 1998 the Portfolios  qualified,  and in 1999 the Portfolios intend
to qualify,  as a  "regulated  investment  company"  under the  provisions  of
Subchapter  M of the  Internal  Revenue  Code (the  "Code").  To  qualify  for
treatment  as a regulated  investment  company,  each  Portfolio  must,  among
other  things,  have assets that meet  certain  requirements  specified in the
Code and derive in each  taxable  year at least 90% of its gross  income  from
dividends,  interest,  payments  with respect to securities  loans,  and gains
(without  deduction  for losses) from the sale or other  disposition  of stock
or  securities.  If the  Portfolio  distributes  substantially  all of its net
ordinary and capital  gains  income,  the  Portfolio  qualifies as a regulated
investment  company and is relieved from paying  federal income tax on amounts
distributed.  Each  Portfolio will be taxed as a separate  entity.  If for any
reason the Fund  should fail to  qualify,  it would be taxed as a  corporation
at the Fund  level,  rather  than  passing  through  its  income  and gains to
shareholders.

         Since the  shareholders  of the Portfolios  are Insurance  Companies,
this  Statement of  Additional  Information  does not contain a discussion  of
the  federal  income  tax   consequences   at  the  shareholder   level.   For
information  concerning the federal tax  consequences to purchasers of annuity
or life insurance policies, see the prospectus for the policies.

- ------------------------------------------------------------------------------
                    CALCULATION OF YIELD AND TOTAL RETURN
- ------------------------------------------------------------------------------

Calvert Social Money Market: Yield

         From  time  to  time  Calvert  Social  Money  Market  advertises  its
"yield" and  "effective  yield."  Both yield  figures are based on  historical
earnings and are not intended to indicate future  performance.  The "yield" of
Calvert  Social  Money  Market  refers to the actual  income  generated  by an
investment  in the  Portfolio  over a particular  base period of time.  If the
base period is less than one year,  the yield is then  "annualized."  That is,
the net change,  exclusive of capital changes,  in the value of a share during
the base period is divided by the net asset  value per share at the  beginning
of the period,  and the result is  multiplied by 365 and divided by the number
of days in the base period.  Capital changes  excluded from the calculation of
yield are:  (1)  realized  gains and losses from the sale of  securities,  and
(2) unrealized  appreciation and  depreciation.  Calvert Social Money Market's
"effective  yield" for a seven-day  period is its annualized  compounded yield
during the period, calculated according to the following formula:

            Effective yield = [(base period return) + 1]365/7 - 1

         The  "effective   yield"  is  calculated  like  yield,   but  assumes
reinvestment  of earned income.  The effective  yield will be slightly  higher
than  the  yield   because  of  the   compounding   effect  of  this   assumed
reinvestment.  For the  seven-day  period ended  December  31,  1997,  Calvert
Social Money Market's yield was 5.35% and its effective yield was 5.50%.

         The yield of the Money Market  Portfolio  will  fluctuate in response
to  changes in  interest  rates and  general  economic  conditions,  portfolio
quality,  portfolio maturity,  and operating  expenses.  Yield is not fixed or
insured and  therefore is not  comparable  to a savings or other  similar type
of account.  Yield during any particular  time period should not be considered
an  indication  of  future  yield.  It is,  however,  useful in  evaluating  a
Portfolio's performance in meeting its investment objective.

Calvert  Social  Small  Cap,  Mid  Cap  Growth,   International   Equity,  and
Balanced: Total Return and Other Quotations

         Calvert  Social Small Cap, Mid Cap Growth,  International  Equity and
Balanced  may each  advertise  "total  return."  Total  return is  computed by
taking  the  total  number  of  shares  purchased  by  a  hypothetical  $1,000
investment,  adding all  additional  shares  purchased  within the period with
reinvested  dividends  and  distributions,  calculating  the  value  of  those
shares at the end of the  period,  and  dividing  the  result  by the  initial
$1,000  investment.  For periods of more than one year, the  cumulative  total
return is then  adjusted  for the  number of years,  taking  compounding  into
account, to calculate average annual total return during that period.

         Total return is computed according to the following formula:

                               P(1 + T)n = ERV

where P = a hypothetical  initial  payment of $10,000;  T = total return;  n =
number of  years;  and ERV = the  ending  redeemable  value of a  hypothetical
$10,000  payment  made  at  the  beginning  of the  period.  Total  return  is
historical  in nature and is not  intended  to  indicate  future  performance.
Total return for the Portfolios for the periods indicated are as follows:

Periods Ended                                 SEC Average Annual Return
December 31, 1998
- --------------------------------------------------------------------------
Calvert Social Small Cap
One Year                                                  %
From Inception                                            %
(March 15, 1995)

Calvert Social Mid Cap Growth
One Year                                                  %
Five Years                                                %
From Inception                                            %
(July 16, 1991)

Calvert Social International Equity
One Year                                                  %
Five Years                                                %
From Inception                                            %
(June 30, 1992)

Calvert Social Balanced
One Year                                                  %
Five Years                                                %
Ten Years                                                 %


         Total  return,  like yield and net asset value per share,  fluctuates
in response to changes in market  conditions.  Neither  total return nor yield
for any  particular  time period  should be considered an indication of future
return.

- ------------------------------------------------------------------------------
                            DIRECTORS AND OFFICERS
- ------------------------------------------------------------------------------

         The Fund's Board of Directors  supervises  the Fund's  activities and
reviews its  contracts  with  companies  that  provide it with  services.  The
Directors  and Officers of the Fund and their  principal  occupations  are set
forth  below.   Directors  and  Officers  who  are  active  employees  of  the
Investment   Advisor  or  its  affiliates  will  not  receive  any  additional
compensation for their services to the Fund.

         FRANK H. BLATZ,  JR., Esq.,  Director.  Mr. Blatz is a partner in the
law firm of  Snevily,  Ely,  Williams,  Gurrieri  & Blatz.  He was  formerly a
partner  with  Abrams,  Blatz,  Gran,  Hendricks  & Reina,  P.A.  He is also a
director/trustee  of The Calvert Fund,  Calvert Cash Reserves,  First Variable
Rate Fund,  Calvert  Tax-Free  Reserves,  and  Calvert  Municipal  Fund,  Inc.
Address: 308 East Broad Street, Westfield, New Jersey 07091. DOB: 10/29/35.
         ALICE  GRESHAM  BULLOCK,   Director.   Ms.  Bullock  is  a  Dean  and
Professor  at  Howard  University  School  of  Law.  She was  formerly  Deputy
Director of the  Association of American Law Schools.  Ms. Bullock is a member
of the  Board of  Visitors  of J.  Reuben  Clark  Law  School,  Brigham  Young
University  and  the  Board  of  Directors  of  Council  on  Legal   Education
Opportunity.   Address:  6127  Utah  Avenue,  Washington,   D.C.  20015.  DOB:
05/17/50.
         *CHARLES  E.  DIEHL,  Director.  Mr.  Diehl  is  Vice  President  and
Treasurer Emeritus of the George Washington  University,  and has retired from
University  Support  Services,  Inc.  of  Herndon,  Virginia.  He  is  also  a
director of Acacia Mutual Life Insurance Company.  Address:  1658 Quail Hollow
Court, McLean, Virginia 22101. DOB: 10/13/22.
         *BARBARA J. KRUMSIEK,  President and Director.  Ms.  Krumsiek  serves
as President,  Chief  Executive  Officer and Vice  Chairman of Calvert  Group,
Ltd. and as an officer and director of each of its affiliated  companies.  She
is a director of Calvert-Sloan  Advisers,  L.L.C., and a  trustee/director  of
each of the  investment  companies  in the  Calvert  Group of Funds.  Prior to
joining  Calvert  Group,  Ms.  Krumsiek  served as Senior  Vice  President  of
Alliance Capital LP's Mutual Fund Division. DOB: 08/09/52.
         M. CHARITO  KRUVANT,  Director.  Ms. Kruvant is President of Creative
Associates  International,  Inc., a firm that  specializes in human  resources
development,  information  management,  public affairs and private  enterprise
development.  DOB: 12/08/45.  Address: 5301 Wisconsin Avenue, N.W. Washington,
D.C. 20015.
         ARTHUR J. PUGH,  Trustee.  Mr.  Pugh  serves as a director  of Acacia
Federal  Savings  Bank.  Address:  4823  Prestwick  Drive,  Fairfax,  Virginia
22030. DOB: 09/24/37.
         SOUTH TRIMBLE,  III, Director.  Mr. Trimble is special counsel to and
formerly  was a partner in the law firm of Reasoner & Fox.  Address:  888 17th
Street, N.W., Suite 800, Washington, DC 20006. DOB: 06/25/25.
         RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer is Senior
Vice  President and Chief  Financial  Officer of Calvert  Group,  Ltd. and its
subsidiaries and an officer of each of the other  investment  companies in the
Calvert Group of Funds.  Mr.  Wolfsheimer  is Vice  President and Treasurer of
Calvert-Sloan Advisers,  L.L.C., and a director of Calvert Distributors,  Inc.
DOB: 07/24/47.
         WILLIAM  M.  TARTIKOFF,  Esq.,  Vice  President  and  Secretary.  Mr.
Tartikoff  is  General  Counsel,  Secretary,  and  Senior  Vice  President  of
Calvert Group,  Ltd., and its  subsidiaries,  and is an officer of each of the
other  investment  companies in the Calvert Group of Funds.  Mr.  Tartikoff is
Vice President and Secretary of  Calvert-Sloan  Advisers,  L.L.C.,  a director
of Calvert  Distributors,  Inc.,  and is an officer  of Acacia  National  Life
Insurance Company. DOB: 08/12/47.
         RENO J. MARTINI,  Senior Vice  President.  Mr.  Martini is a director
and Senior Vice  President of Calvert  Group,  Ltd., and Senior Vice President
and Chief  Investment  Officer of Calvert Asset Management  Company,  Inc. Mr.
Martini is also a director and President of  Calvert-Sloan  Advisers,  L.L.C.,
and a director and officer of Calvert New World Fund, Inc. DOB: 1/13/50.
         DANIEL K. HAYES,  Vice  President.  Mr.  Hayes is Vice  President  of
Calvert  Asset  Management  Company,  Inc.,  and is an  officer of each of the
other investment  companies in the Calvert Group of Funds,  except for Calvert
New World Fund, Inc. DOB: 09/09/50.
         SUSAN  WALKER  BENDER,  Esq.,  Assistant  Secretary.  Ms.  Bender  is
Associate  General  Counsel  of Calvert  Group,  and an officer of each of its
subsidiaries  and  Calvert-Sloan  Advisers,  L.L.C.  She is also an officer of
each of the other  investment  companies in the Calvert  Group of Funds.  DOB:
1/29/59.
         KATHERINE  STONER,   Esq.,   Assistant   Secretary.   Ms.  Stoner  is
Associate  General  Counsel  of  Calvert  Group and an  officer of each of its
subsidiaries  and  Calvert-Sloan  Advisers,  L.L.C.  She is also an officer of
each of the other  investment  companies in the Calvert  Group of Funds.  DOB:
10/21/56.
         IVY WAFFORD DUKE, Esq.,  Assistant  Secretary.  Ms. Duke is Associate
General  Counsel of Calvert  Group and an officer of each of its  subsidiaries
and  Calvert-Sloan  Advisers,  L.L.C.  She is also an  officer  of each of the
other  investment  companies in the Calvert  Group of Funds.  Prior to working
at  Calvert  Group Ms.  Duke was an  Associate  in the  Investment  Management
Group of the  Business  and Finance  Department  at Drinker  Biddle and Reath.
DOB: 9/7/68.

         The address of directors and officers,  unless  otherwise  noted,  is
4550 Montgomery Avenue, Suite 1000N,  Bethesda,  Maryland 20814. Directors and
officers  of the Fund as a group  own less than 1% of the  Fund's  outstanding
shares.  Directors  marked with an *, above,  are "interested  persons" of the
Fund, under the Investment Company Act of 1940.

         During  fiscal 1998,  directors of the Fund not  affiliated  with the
Fund's  Advisor  were  paid  $958 by  Calvert  Social  Money  Market,  $335 by
Calvert Social Small Cap,  $3,043 by Calvert Social Mid Cap Growth,  $1,416 by
Calvert Social  International  Equity and $24,590 by Calvert Social  Balanced.
Each Director of the Fund who is not  affiliated  with the Advisor  receives a
meeting fee of $750 for each Board meeting  attended;  such fees are allocated
among the Series based upon their  relative net assets.  Directors  not on any
other Calvert Group Fund Boards receive an annual fee of $3,000.

         Directors  of  the  Fund  not  affiliated  with  the  Fund's  Advisor
("noninterested  persons")  may elect to defer  receipt of all or a percentage
of their  annual  fees and invest  them in any fund in the  Calvert  Family of
Funds  through the  Directors/Trustees  Deferred  Compensation  Plan (shown as
"Pension or Retirement  Benefits  Accrued as part of Fund  Expenses,"  below).
Deferral  of the  fees  is  designed  to  maintain  the  parties  in the  same
position  as if the fees  were paid on a current  basis.  Management  believes
this will have a  negligible  effect on the Fund's  assets,  liabilities,  net
assets, and net income per share.

                         Director Compensation Table

Fiscal Year 1998      Aggregate         Pension or        Total Compensation
                      Compensation      Retirement        from Benefits
(unaudited numbers)   from Registrant   Accrued as        Registrant and Fund
                      for Service       part of           Complex paid to
                      as Director       of Registrant     Director **
                                        Expenses*

Name of Director

Frank H. Blatz, Jr.   $                 $                 $
Charles E. Diehl      $                 $                 $
Arthur J. Pugh        $                 $                 $
South Trimble, III    $                 $                 $

*Messrs.  Blatz,  Diehl  and Pugh  have  chosen  to defer a  portion  of their
compensation.   As  of  December  31,  1998,   total  deferred   compensation,
including  dividends and capital  appreciation,  was $__________,  $__________
and $__________, respectively.
**As of December 31, 1998,  the Fund Complex  consists of nine (9)  registered
investment companies.

- ------------------------------------------------------------------------------
                      INVESTMENT ADVISOR AND SUBADVISORS
- ------------------------------------------------------------------------------

         The current  Investment  Agreement was entered into on June 30, 1992.
Unless earlier  terminated,  the Agreement will remain in effect  indefinitely
if  approved  annually  (a) by the  Board  of  Directors  of the  Fund or by a
majority of the outstanding  shares of the Portfolio,  including a majority of
the  outstanding  shares  of  each  Portfolio,  and (b) by a  majority  of the
Directors  who are not  parties to such  contract  or  interested  persons (as
defined  by the  Investment  Company  Act of  1940)  of any  such  party.  The
Agreement  is not  assignable  and may be  terminated  without  penalty  on 60
days'  written  notice at the  option  of  either  party or by the vote of the
shareholders of the Portfolio.

         The  Investment  Advisory  Agreement  provides  that the Advisor will
not be liable to the Portfolio or to any  shareholder  or policy owner for any
error  of  judgment  or  mistake  of law  or  for  any  loss  suffered  by the
Portfolio or by any  shareholder  or policy owner in  connection  with matters
to which the Investment  Advisory Agreement  relates,  except a loss resulting
from willful misfeasance,  bad faith, gross negligence,  or reckless disregard
on the part of the advisor in the performance of its duties thereunder.

Subadvisors

         CAMCO has retained  Awad Asset  Management,  Inc. as  Subadvisor  for
Calvert  Social  Small Cap is  controlled  by  Raymond  James.  It  receives a
subadvisory fee, paid by the Advisor, of 0.40% of net assets.

         CAMCO has retained Brown Capital  Management,  Inc. as Subadvisor for
Calvert Social Mid Cap Growth.  Brown Capital  Management,  Inc. is controlled
by Eddie C. Brown.  It receives a  subadvisory  fee,  paid by the Advisor,  of
0.25% of net assets.

         CAMCO  has  retained   Murray   Johnstone   International,   Ltd.  as
Subadvisor  for  Calvert  Social   International   Equity.   Murray  Johnstone
International,  Ltd. is  controlled  by United Asset  Management  Company.  It
receives a subadvisory fee, paid by the Advisor, of 0.45% of net assets.

         CAMCO has retained NCM Capital  Management  Group, Inc. as Subadvisor
for  Calvert  Social  Balanced.  NCM  Capital  Management  Group,  Inc.  is  a
subsidiary of the North Carolina  Mutual Life Insurance  Company.  It receives
a subadvisory fee, paid by the Advisor, of 0.25% of net assets.

         The Fund has received an  exemptive  order to permit the Fund and the
Advisor  to  enter  into  and  materially  amend  an  Investment   Subadvisory
Agreement without shareholder  approval.  Authorization for the Advisor to act
on the  order  with  respect  to the other  Portfolios  is  currently  pending
shareholder  approval.  If approved,  then within 90 days of the hiring of any
Subadvisor  or  the  implementation  of any  proposed  material  change  in an
Investment   Subadvisory   Agreement,   the   Portfolio   will   furnish   its
shareholders  information  about the new Subadvisor or Investment  Subadvisory
Agreement that would be included in a proxy  statement.  Such information will
include  any  change  in  such  disclosure  caused  by the  addition  of a new
Subadvisor  or any  proposed  material  change in the  Investment  Subadvisory
Agreement  of the  Portfolio.  The  Portfolio  will  meet  this  condition  by
providing  shareholders,  within 90 days of the  hiring of the  Subadvisor  or
implementation   of  any  material  change  to  the  terms  of  an  Investment
Subadvisory Agreement, with an information statement to this effect.

         For the Fund's  fiscal  years ended  December  31,  1996,  1997,  and
1998,  Calvert Social  Balanced paid CAMCO fees of $963,829,  $1,339,136,  and
$1,826,036,  respectively.  For 1996,  1997 and  1998,  Calvert  Social  Money
Market  paid  investment  adviser  fees  of  $24,348,  $30,309,  and  $48,868,
respectively.  For 1996, 1997 and 1998,  Calvert Social  International  Equity
paid  CAMCO  fees  of  $122,600,  $148,107  and  $161,550,  respectively,  and
received expense  reimbursements  from CAMCO of $27,740,  $25,189 and $23,845,
respectively.  For 1996,  1997 and 1998,  Calvert  Social Mid Cap Growth  paid
investment  advisory fees of $126,374,  $179,053 and  $250,773,  respectively.
For  1996,  1997 and  1998,  Calvert  Social  Small  Cap paid  CAMCO  $28,564,
$48,611, and $35,088,  respectively,  and received expense reimbursements from
CAMCO of $3,794, $6,208, and $0, respectively.

         Calvert  Administrative  Services Company  ("CASC"),  an affiliate of
the Advisor,  has been retained by the Fund to provide certain  administrative
services  necessary to the conduct of its affairs,  including the  preparation
of regulatory  filings and shareholder  reports.  For providing such services,
CASC  receives an annual  administrative  service  fee  payable  monthly (as a
percentage of net assets) as follows:

Social Money Market                0.20%
Social Small Cap                   0.75%
Social Mid Cap Growth              0.25%
Social International Equity        0.35%
Social Balanced                    0.275%

- ------------------------------------------------------------------------------
                            PORTFOLIO TRANSACTIONS
- ------------------------------------------------------------------------------

         Portfolio   transactions   are  undertaken  on  the  basis  of  their
desirability   from  an  investment   standpoint.   The  Fund's   Advisor  and
Subadvisors  make  investment  decisions and the choice of brokers and dealers
under the direction and supervision of the Fund's Board of Trustees.

         Broker-dealers  who execute  portfolio  transactions on behalf of the
Fund are  selected  on the basis of their  execution  capability  and  trading
expertise  considering,  among other factors,  the overall  reasonableness  of
the brokerage commissions,  current market conditions,  size and timing of the
order, difficulty of execution, per share price, etc.

         For the last three fiscal years,  total  brokerage  commissions  paid
are as follows:

                                   1996          1997         1998
Social Money Market
Social Small Cap
Social Mid Cap Growth
Social International Equity
Social Balanced

         The  Fund  did  not  pay  any  brokerage  commissions  to  affiliated
         persons during the last three fiscal years.

         While the Fund's Advisor and  Subadvisor(s)  select brokers primarily
on the basis of best  execution,  in some cases  they may direct  transactions
to  brokers   based  on  the   quality   and  amount  of  the   research   and
research-related  services which the brokers  provide to them.  These services
are of the type described in Section 28(e) of the  Securities  Exchange Act of
1934 and may include  analyses  of the  business  or  prospects  of a company,
industry or economic sector, or statistical and pricing  services.  Other such
services  are  designed  primarily  to assist the  Advisor in  monitoring  the
investment  activities  of  the  Subadvisor(s)  of  the  Fund.  Such  services
include  portfolio  attribution  systems,  return-based  style  analysis,  and
trade-execution analysis.

         If, in the  judgment  of the  Advisor or  Subadvisor(s),  the Fund or
other  accounts  managed by them will be  benefited by  supplemental  research
services,  they  are  authorized  to pay  brokerage  commissions  to a  broker
furnishing  such  services  which are in excess of  commissions  which another
broker may have charged for effecting  the same  transaction.  These  research
services   include  advice,   either  directly  or  through   publications  or
writings,  as to the value of securities,  the  advisability  of investing in,
purchasing  or selling  securities,  and the  availability  of  securities  or
purchasers  or sellers of  securities;  furnishing  of  analyses  and  reports
concerning  issuers,  securities  or  industries;   providing  information  on
economic  factors and trends;  assisting in  determining  portfolio  strategy;
providing  computer software used in security  analyses;  providing  portfolio
performance  evaluation and technical  market  analyses;  and providing  other
services  relevant  to  the  investment  decision  making  process.  It is the
policy  of the  Advisor  that  such  research  services  will be used  for the
benefit  of the  Fund  as  well as  other  Calvert  Group  funds  and  managed
accounts.

         For the fiscal year ended  December 31, 1999,  the Fund,  through its
Advisor and/or  Subadvisors,  directed  brokerage for research services in the
following amounts:

                                    Amount of        Related
                                    Transactions     Commissions
Social Money Market
Social Small Cap
Social Mid Cap Growth
Social International Equity
Social Balanced

         The  Portfolio  turnover  rates for the last two fiscal  years are as
follows:

                                    1997             1998
Social Small Cap                    292%             72%
Social Mid Cap Growth               96%              65%
Social International Equity         35%              92%
Social Balanced                     905%             539%

         No  Portfolio  turnover  rate can be  calculated  for Calvert  Social
Money  Market  due to the  short  maturities  of  the  instruments  purchased.
Portfolio  turnover  should  not  affect  the  income  or net  asset  value of
Calvert Social Money Market  because  brokerage  commissions  are not normally
charged on the purchase or sale of money market instruments.

- ------------------------------------------------------------------------------
                            METHOD OF DISTRIBUTION
- ------------------------------------------------------------------------------

         Calvert  Distributors,  Inc. ("CDI"),  4550 Montgomery Avenue,  Suite
1000N,   Bethesda,   Maryland   20814,   is  the  principal   underwriter  and
distributor for the Fund. Under the terms of its  underwriting  agreement with
the Funds,  CDI markets and  distributes  the Fund's shares and is responsible
for  preparing  advertising  and sales  literature,  and  printing and mailing
prospectuses to prospective  investors.  CDI is entitled to  compensation  for
services  performed  and expenses  assumed.  Payments to CDI may be authorized
by the  Fund's  Board  of  Directors  from  time to time  in  accordance  with
applicable law. No payments were  authorized in 1998. No associated  person or
broker-dealer  may  have an  interest  in the  fees  payable  to  CDI.  CDI is
responsible  for paying (i) all  commissions  or other fees to its  associated
persons  which  are  due  for  the  sale  of  the   Policies,   and  (ii)  any
compensation to other  broker-dealers  and their associated  persons due under
the terms of any sales agreement between CDI and the broker-dealers.

- ------------------------------------------------------------------------------
                   TRANSFER AND SHAREHOLDER SERVICING AGENT
- ------------------------------------------------------------------------------

         National  Financial Data Services,  Inc.  ("NFDS"),  1004  Baltimore,
6th Floor,  Kansas City,  Missouri  64105, a subsidiary of State Street Bank &
Trust,  has been  retained by the Fund to act as transfer  agent and  dividend
disbursing  agent.  These  responsibilities  include:  responding  to  certain
shareholder  inquiries and  instructions,  crediting and debiting  shareholder
accounts for  purchases and  redemptions  of Fund shares and  confirming  such
transactions,   and  daily  updating  of   shareholder   accounts  to  reflect
declaration and payment of dividends.

         Calvert  Shareholder   Services,   Inc.  ("CSSI"),   4550  Montgomery
Avenue,  Suite  1000N,  Bethesda,  Maryland  20814,  a  subsidiary  of Calvert
Group,  Ltd.  and  Acacia  Mutual,  has  been  retained  by the Fund to act as
shareholder servicing agent.  Shareholder servicing  responsibilities  include
responding  to  shareholder   inquiries  and  instructions   concerning  their
accounts,  entering  any  telephoned  purchases or  redemptions  into the NFDS
system,  maintenance of  broker-dealer  data,  and preparing and  distributing
statements to  shareholders  regarding  their  accounts.  Calvert  Shareholder
Services, Inc. was the sole transfer agent prior to January 1, 1998.

         For these  services,  NFDS and CSSI receive a fee based on the number
of shareholder accounts and transactions.

- ------------------------------------------------------------------------------
                  REPORTS TO SHAREHOLDERS AND POLICYHOLDERS
- ------------------------------------------------------------------------------

         The  Fund  will  issue  unaudited  semi-annual  reports  showing  the
Fund's  investments  and other  information,  and it will issue annual reports
containing  financial  statements  audited  by  independent  certified  public
auditors.

- ------------------------------------------------------------------------------
                    INDEPENDENT ACCOUNTANTS AND CUSTODIANS
- ------------------------------------------------------------------------------

         PricewaterhouseCoopers   LLP,  250  West  Pratt  Street,   Baltimore,
Maryland  21201,  has been  selected  by the  Board of  Directors  to serve as
independent  accountants  for fiscal  year 1999.  State  Street Bank and Trust
Company,  N.A., 225 Franklin Street,  Boston,  Massachusetts  02110, serves as
custodian of the Fund's  investments.  First  National  Bank of  Maryland,  25
South Charles  Street,  Baltimore,  Maryland 21203 also serves as custodian of
certain of the Fund's cash  assets.  The  custodians  have no part in deciding
the Fund's  investment  policies  or the choice of  securities  that are to be
purchased or sold for the Fund's Portfolios.

- ------------------------------------------------------------------------------
                             GENERAL INFORMATION
- ------------------------------------------------------------------------------

         The   Fund   is   an   open-end,   management   investment   company,
incorporated  in Maryland on September 27, 1982. The authorized  capital stock
of the Fund  consists of three  hundred  twenty five million  shares of stock,
par value of $0.01 per share.  The Fund's  Board of Directors  may,  from time
to  time,   authorize   the   issuance  of   additional   shares   having  the
descriptions,  powers and rights,  and the  qualifications,  limitations,  and
restrictions  thereof,  as the Board of Directors may determine.  The Board of
Directors  may also change the  designation  of any portfolio and may increase
or decrease  the number of shares of any  portfolio,  but may not decrease the
number  of  shares  of any  Portfolio  below  the  number  of  shares  of that
portfolio  then  outstanding.  All shares of common  stock  have equal  voting
rights  (regardless  of the net asset value per share) except that only shares
of the respective  portfolio are entitled to vote on matters  concerning  only
that portfolio.  Pursuant to the Investment  Company Act of 1940 and the rules
and  regulations  thereunder,  certain  matters  approved  by a  vote  of  all
shareholders   of  the  Fund  may  not  be  binding  on  a   portfolio   whose
shareholders  have not  approved  that  matter.  Each  issued and  outstanding
share is  entitled to one vote and to  participate  equally in  dividends  and
distributions  declared by the respective  portfolio and, upon  liquidation or
dissolution,  in net assets of such portfolio  remaining after satisfaction of
outstanding  liabilities.  The shares of each portfolio,  when issued, will be
fully paid and  non-assessable  and have no preemptive  or conversion  rights.
Holders of shares of any  portfolio  are  entitled to redeem  their  shares as
set forth above under  "Purchase and  Redemption of Shares." The shares do not
have  cumulative  voting rights and the holders of more than 50% of the shares
of the  Fund  voting  for the  election  of  directors  can  elect  all of the
directors  of the Fund if they  choose to do so and in such event the  holders
of the remaining shares would not be able to elect any directors.

         The Fund's Board of Directors  has adopted a  "proportionate  voting"
policy,  meaning that Insurance  Companies will vote all of the Fund's shares,
including  shares the  Insurance  Companies  hold, in return for providing the
Fund with its capital  and in payment of charges  made  against  the  variable
annuity  or  variable  life  separate  accounts,  in  proportion  to the votes
received from contractholders or policyowners.

         The Fund is not required to hold annual  policyholder  meetings,  but
special  meetings  may  be  called  for  certain  purposes  such  as  electing
Directors,   changing   fundamental   policies,   or  approving  a  management
contract. As a policyholder, you receive one vote for each share you own.

- ------------------------------------------------------------------------------
             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
- ------------------------------------------------------------------------------

         As of March 31, 1999,  the following  shareholder  owned of record 5%
or more of the class of the Portfolio shown:

         Name and Address                        % of Ownership
         [insert info]

<PAGE>

- ------------------------------------------------------------------------------
                                   APPENDIX
- ------------------------------------------------------------------------------

Corporate Bond Ratings
Description of Moody's  Investors  Service  Inc.'s/Standard & Poor's municipal
bond ratings:
         Aaa/AAA:  Best  quality.  These  bonds carry the  smallest  degree of
investment  risk  and are  generally  referred  to as  "gilt  edge."  Interest
payments are  protected by a large or by an  exceptionally  stable  margin and
principal is secure.  This rating  indicates an extremely  strong  capacity to
pay principal and interest.
         Aa/AA:   Bonds   rated  AA  also   qualify   as   high-quality   debt
obligations.  Capacity to pay  principal  and interest is very strong,  and in
the  majority of instances  they differ from AAA issues only in small  degree.
They are rated lower than the best bonds  because  margins of  protection  may
not be as large as in Aaa securities,  fluctuation of protective  elements may
be of greater  amplitude,  or there may be other  elements  present which make
long-term risks appear somewhat larger than in Aaa securities.
         A/A:  Upper-medium  grade  obligations.  Factors  giving  security to
principal and interest are  considered  adequate,  but elements may be present
which  make the bond  somewhat  more  susceptible  to the  adverse  effects of
circumstances and economic conditions.
         Baa/BBB:   Medium  grade   obligations;   adequate  capacity  to  pay
principal and  interest.  Whereas they normally  exhibit  adequate  protection
parameters,  adverse economic  conditions or changing  circumstances  are more
likely to lead to a  weakened  capacity  to pay  principal  and  interest  for
bonds in this category than for bonds in the A category.
         Ba/BB,  B/B,  Caa/CCC,  Ca/CC:  Debt  rated  in these  categories  is
regarded  as  predominantly  speculative  with  respect  to  capacity  to  pay
interest  and repay  principal.  There  may be some  large  uncertainties  and
major  risk  exposure  to  adverse  conditions.   The  higher  the  degree  of
speculation, the lower the rating.
         C/C: This rating is only for no-interest income bonds.
         D: Debt in  default;  payment  of  interest  and/or  principal  is in
arrears.

Commercial Paper Ratings
Moody's Investors Services, Inc.

         A Prime rating is the highest  commercial  paper  rating  assigned by
Moody's  Investors  Service,  Inc. Issuers rated Prime are further referred to
by use of  numbers  1,  2,  and 3 to  denote  relative  strength  within  this
highest  classification.  Among the factors considered by Moody's in assigning
ratings  for an  issuer  are  the  following:  (1)  management;  (2)  economic
evaluation  of the inherent  uncertain  areas;  (3)  competition  and customer
acceptance  of products;  (4)  liquidity;  (5) amount and quality of long-term
debt;  (6) ten  year  earnings  trends;  (7)  financial  strength  of a parent
company  and  the  relationships   which  exist  with  the  issuer;   and  (8)
recognition  by  management of  obligations  which may be present or may arise
as a result  of  public  interest  questions  and  preparations  to meet  such
obligations.

Standard & Poor's Corporation

         Commercial  paper  rated A by Standard & Poor's  Corporation  has the
following  characteristics:  Liquidity  ratios  are better  than the  industry
average.  Long term  senior  debt  rating is "A" or better.  In some cases BBB
credits may be  acceptable.  The issuer has access to at least two  additional
channels  of  borrowing.  Basic  earnings  and cash flow have an upward  trend
with  allowance  made  for  unusual  circumstances.  Typically,  the  issuer's
industry  is well  established,  the issuer has a strong  position  within its
industry  and the  reliability  and  quality of  management  is  unquestioned.
Issuers  rated A are  further  referred  to by use of  numbers  1, 2, and 3 to
denote relative strength within this classification.

- --------


<PAGE>

PART C. OTHER INFORMATION


Item 23. Exhibits

(1)      (a)  Restated Articles of Incorporation of Acacia Capital
Corporation, incorporated by reference to Post-Effective Amendment No. 31,
dated 11/25/95.

         (b)  Articles Supplementary of Acacia Capital Corporation,
incorporated by reference to Post-Effective Amendment No. 31, dated 2/22/96.

         (c)  Articles Supplementary of Acacia Capital Corporation
incorporated by reference to Post-Effective Amendment No. 32, dated 4/22/97.

         (d)  Articles of Amendment of Acacia Capital Corporation to change
name to Calvert Variable Series, Inc., and to change the name of each
series, incorporated by reference to Post-Effective Amendment No. 33, dated
2/11/98.

         (2)  By-laws of Acacia Capital Corporation, incorporated by
reference to Pre-Effective Amendment No. 1, dated 8/10/83.

         (a)  Amended By-laws of Acacia Capital Corporation, incorporated by
reference to Post-Effective Amendment No. 31, dated 2/7/96.

         (4)  Specimen Stock Certificate, incorporated by reference to
Pre-Effective Amendment No. 1, dated 8/10/83.

         (5)  Investment Advisory Agreement and Sub-Investment Advisory
Agreements, incorporated by reference to Post-Effective Agreement No. 31,
dated 2/7/96.

         (7)  Deferred Compensation Agreement, incorporated by reference to
Post-Effective Agreement No. 31, dated 2/7/96.

         (8)  Custody Agreement incorporated by reference to Pre-Effective
Amendment No. 1, dated 8/10/83.

         (9)  Shared Funding Agreement, incorporated by reference to
Post-Effective Amendment No. 10, dated 3/2/89.

         (9.a)  Transfer Agency Contract and Shareholder Servicing Contract,
incorporated by reference to Post-Effective Amendment No. 34, dated 4/30/98.

         (10)  Opinion and Consent of Counsel.

         (13)  Letter Regarding Initial Capital, incorporated by reference
to Pre-Effective Amendment No. 1, dated 8/10/83.


Item 24. Persons Controlled by or Under Common Control With Registrant

         Not applicable.


Item 25. Indemnification

Registrant's Bylaws, Exhibit 2 to this Registration Statement, provide that
officers and directors will be indemnified by the Fund against liabilities
and expenses incurred by such persons in connection with actions, suits, or
proceedings arising out of their offices or duties of employment, except
that no indemnification can be made to a person who has been adjudged liable
of willful misfeasance, bad faith, gross negligence, or reckless disregard
of duties.  In the absence of such an adjudication, the determination of
eligibility for indemnification shall be made by independent counsel in a
written opinion or by the vote of a majority of a quorum of directors who
are neither "interested persons" of Registrant, as that term is defined in
Section 2(a)(19) of the Investment Company Act of 1940, nor parties to the
proceeding.

         Registrant's Articles of Incorporation also provides that
Registrant may purchase and maintain liability insurance on behalf of any
officer, trustee, employee or agent against any liabilities arising from
such status. In this regard, Registrant maintains a Directors & Officers
(Partners) Liability Insurance Policy with Chubb Group of Insurance
Companies, 15 Mountain View Road, Warren, New Jersey 07061, providing
Registrant with $5 million in directors and officers liability coverage,
plus $5 million in excess directors and officers liability coverage for the
independent trustees/directors only. Registrant also maintains an $8 million
Investment Company Blanket Bond issued by ICI Mutual Insurance Company, P.O.
Box 730, Burlington, Vermont, 05402.


Item 26. Business and Other Connections of Investment Adviser

                           Name of Company, Principal
Name                       Business and Address                   Capacity


Barbara J. Krumsiek        Calvert Variable Series, Inc.          Officer
                           Calvert Municipal Fund, Inc.            and
                           Calvert World Values Fund, Inc.        Director

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income                      and
                           Calvert Tax-Free Reserves              Trustee
                           Calvert Social Investment Fund
                           Calvert Cash Reserves
                           The Calvert Fund

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor                      and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company                         and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent                          and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company                        and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer                           and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert-Sloan Advisers, LLC            Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert New World Fund, Inc.           Director
                           Investment Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           --------------
                           Alliance Capital Mgmt. L.P.      Sr. Vice President
                           Mutual Fund Division                   Director
                           1345 Avenue of the Americas
                           New York, NY 10105
                           --------------

Ronald M. Wolfsheimer      First Variable Rate Fund               Officer
                            for Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           --------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company                         and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer                           and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

David R. Rochat            First Variable Rate Fund               Officer
                            for Government Income                  and
                           Calvert Tax-Free Reserves              Trustee
                           Calvert Cash Reserves
                           The Calvert Fund

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Municipal Fund, Inc.           Officer
                           Investment Company                      and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor                      and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Chelsea Securities, Inc.               Officer
                           Securities Firm                         and
                           Post Office Box 93                     Director
                           Chelsea, Vermont 05038
                           ---------------
                           Grady, Berwald & Co.                   Officer
                           Holding Company                         and
                           43A South Finley Avenue                Director
                           Basking Ridge, NJ 07920
                           ---------------

Reno J. Martini            Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           First Variable Rate Fund               Officer
                            for Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert New World Fund, Inc.           Director
                           Investment Company                      and
                           4550 Montgomery Avenue                 Officer
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert-Sloan Advisers, LLC            Director
                           Investment Advisor                      and
                           4550 Montgomery Avenue                 Officer
                           Bethesda, Maryland 20814
                           ---------------

Charles T. Nason           Ameritas Acacia Mutual Holding Co.     Officer
                           Acacia National Life Insurance         and
Director

                           Insurance Companies
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Financial Corporation           Officer
                           Holding Company                         and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Federal Savings Bank            Director
                           Savings Bank
                           7600-B Leesburg Pike
                           Falls Church, Virginia 22043
                           ---------------
                           Enterprise Resources, Inc.             Director
                           Business Support Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Realty Square, L.L.C.           Director
                           Realty Investments
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Gardner Montgomery Company             Director
                           Tax Return Preparation Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Director
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Director
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Shareholder Services, Inc.     Director
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Social Investment Fund         Trustee
                           Investment Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           -----------------
                           The Advisors Group, Inc.               Director
                           Broker-Dealer and
                           Investment Advisor
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------

Robert-John H.             Acacia National Life Insurance         Officer
 Sands                     Insurance Company                       and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ----------------
                           Ameritas Acacia Mutual Holding Co.     Officer
                           Insurance Company
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Financial Corporation           Officer
                           Holding Company                         and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Federal Savings Bank            Officer
                           Savings Bank
                           7600-B Leesburg Pike
                           Falls Church, Virginia 22043
                           ---------------
                           Enterprise Resources, Inc.             Director
                           Business Support Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Realty Square, L.L.C.           Director
                           Realty Investments
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           The Advisors Group, Inc.               Director
                           Broker-Dealer and
                           Investment Advisor
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Gardner Montgomery Company             Director
                           Tax Return Preparation Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Director
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Director
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management, Co., Inc.    Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Shareholder Services, Inc.     Director
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

William M. Tartikoff       Acacia National Life Insurance         Officer
                           Insurance Company
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative                 Officer
                           Services Company
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co. Inc.      Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Director
                           Broker-Dealer                           and
                           4550 Montgomery Avenue                 Officer
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------

Susan Walker Bender        Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

Katherine Stoner           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

Ivy Wafford Duke           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

Victor Frye                Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           The Advisors Group, Inc.               Counsel
                           Broker-Dealer and                      and
                           Investment Advisor                     Compliance
                           7315 Wisconsin Avenue                  Manager
                           Bethesda, Maryland 20814
                           ---------------

Daniel K. Hayes            Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Calvert Variable Series, Inc.
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------

Steve Van Order            Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------

John Nichols               Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------

David Leach                Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------

Matthew D. Gelfand         Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------
                           Strategic Investment Management        Officer
                           Investment Advisor
                           1001 19th Street North
                           Arlington, Virginia 20009
                           ------------------

Item 27. Principal Underwriters

         (a)      Registrant's principal underwriter underwrites shares of
First Variable Rate Fund for Government Income, Calvert Tax-Free Reserves,
Calvert Social Investment Fund, Calvert Cash Reserves, The Calvert Fund,
Calvert Municipal Fund, Inc., Calvert World Values Fund, Inc., Calvert New
World Fund, Inc., and Calvert Variable Series, Inc. (formerly named Acacia
Capital Corporation).

         (b)      Positions of Underwriter's Officers and Directors

Name and Principal         Position(s) with               Position(s) with
Business Address           Underwriter                    Registrant

Barbara J. Krumsiek        Director and President         President and
Trustee

Ronald M. Wolfsheimer      Director, Senior Vice          Treasurer
                           President and Chief Financial Officer

William M. Tartikoff       Director, Senior Vice          Vice President and
                           President and Secretary        Secretary

Craig Cloyed               Senior Vice President          None

Karen Becker               Vice President, Operations     None

Steve Cohen                Vice President                 None

Geoffrey Ashton            Regional Vice President        None

Martin Brown               Regional Vice President        None

Bill Hairgrove             Regional Vice President        None

Janet Haley                Regional Vice President        None

Steve Himber               Regional Vice President        None

Ben Ogbogu                 Regional Vice President        None

Tom Stanton                Regional Vice President        None

Christine Teske            Regional Vice President        None

Susan Walker Bender        Assistant Secretary            Assistant Secretary

Katherine Stoner           Assistant Secretary            Assistant Secretary

Ivy Wafford Duke           Assistant Secretary            Assistant Secretary

Victor Frye                Assistant Secretary            None
                           and Compliance Officer

         (c)      Inapplicable.


Item 28. Location of Accounts and Records

         Ronald M. Wolfsheimer, Treasurer
         and
         William M. Tartikoff, Secretary
 
         4550 Montgomery Avenue, Suite 1000N
         Bethesda, Maryland 20814


Item 29. Management Services

         Not Applicable

Item 30. Undertakings

         Not Applicable

         SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it has duly
caused this registration statement to be signed on its behalf by the
undersigned, duly authorized, in the City of Bethesda, and State of
Maryland, on the 1st day of March, 1999.


CALVERT VARIABLE SERIES, INC.
(formerly named Acacia Capital Corporation)

By:
_______________**__________________
Barbara J. Krumsiek
President and Director


                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.


Signature                           Title                     Date


__________**____________            President and             3/1/99
Barbara J. Krumsiek                 Trustee (Principal Executive Officer)


__________**____________            Principal Accounting      3/1/99
Ronald M. Wolfsheimer               Officer


__________**____________            Director                  3/1/99
Charles E. Diehl


__________**____________            Director                  3/1/99
Arthur J. Pugh


__________**____________            Director                  3/1/99
South Trimble, III


__________**____________            Director                  3/1/99
Frank H. Blatz, Jr.


**By Ivy Wafford Duke as Attorney-in-fact, pursuant to Power of Attorney
Forms on file.

<PAGE>

EXHIBIT INDEX

Form N-1A
Item No.

Ex-23
24(b)(10) Form of Opinion and Consent of Counsel

Ex-24 Power of Attorney





Exhibit 10
24(b)(10)



March 1, 1999

Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549


         Re:      Exhibit 10, Form N-1A
                  Calvert Variable Series, Inc.
                  (formerly named Acacia Capital Corporation)
                  File numbers 811-3591, 2-80154


Ladies and Gentlemen:

         As Counsel to Calvert Variable Series, Inc., it is my opinion,
based upon an examination of the Articles of Incorporation, Amendments,
Restatements and By-Laws and such other original or photostatic copies of
Fund records, certificates of public officials, documents, papers, statutes,
and authorities as I deemed necessary to form the basis of this opinion,
that the securities being registered by this Post-Effective Amendment No. 36
will, when sold, be legally issued, fully paid and non-assessable.

Consent is hereby given to file this opinion of counsel with the Securities
and Exchange Commission as an Exhibit to the Fund's Post-Effective Amendment
No. 36 to its Registration Statement.


Sincerely,

/s/ Ivy Wafford Duke

Ivy Wafford Duke
Associate General Counsel





                              POWER OF ATTORNEY


         I, the undersigned Director of Calvert Variable Series, Inc. (the
"Fund"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker Bender, Katherine Stoner, Lisa Crossley, and Ivy Wafford Duke
my true and lawful attorneys, with full power to each of them, to sign for
me and in my name in the appropriate capacities, all registration statements
and amendments filed by the Fund with any federal or state agency, and to do
all such things in my name and behalf necessary for registering and
maintaining registration or exemptions from registration of the Fund with
any government agency in any jurisdiction, domestic or foreign.

         The same persons are authorized generally to do all such things in
my name and behalf to comply with the provisions of all federal, state and
foreign laws, regulations, and policy pronouncements affecting the Fund,
including, but not limited to, the Securities Act of 1933, the Securities
Exchange Act of 1934, the Investment Company Act of 1940, the Investment
Advisers Act of 1940, the Internal Revenue Code of 1986, and all state laws
regulating the securities industry.

         The same persons are further authorized to sign my name to any
document needed to maintain the lawful operation of the Fund in connection
with any transaction approved by the Board of Directors.

         When any of the above-referenced attorneys signs my name to any
document in connection with maintaining the lawful operation of the Fund,
the signing is automatically ratified and confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 3, 1998
Date                                        /Signature/

Mary P. Walls                               South Trimble, III
Witness                                     Name of Director

<PAGE>

                              POWER OF ATTORNEY


         I, the  undersigned  Trustee/Director  of  Calvert  Variable  Series,
Inc.,  First  Variable  Rate  Fund for  Government  Income,  Calvert  Tax-Free
Reserves,  Calvert  Cash  Reserves,  The Calvert  Fund and  Calvert  Municipal
Fund, Inc.  (each,  respectively,  the "Fund"),  hereby  constitute  Ronald M.
Wolfsheimer,  William M.  Tartikoff,  Susan Walker Bender,  Katherine  Stoner,
Lisa  Crossley  Newton,  and Ivy  Wafford  Duke my true and lawful  attorneys,
with  full  power  to  each  of  them,  to  sign  for me and in my name in the
appropriate  capacities,  all registration  statements and amendments filed by
the Fund with any  federal or state  agency,  and to do all such  things in my
name and behalf  necessary for  registering  and  maintaining  registration or
exemptions  from  registration  of the Fund with any government  agency in any
jurisdiction, domestic or foreign.

         The same  persons are  authorized  generally to do all such things in
my name and behalf to comply with the  provisions  of all  federal,  state and
foreign  laws,  regulations,  and policy  pronouncements  affecting  the Fund,
including,  but not limited to, the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934,  the  Investment  Company Act of 1940,  the  Investment
Advisers Act of 1940,  the Internal  Revenue Code of 1986,  and all state laws
regulating the securities industry.

         The  same  persons  are  further  authorized  to  sign my name to any
document needed to maintain the lawful operation of the Fund.

         When  any of the  above-referenced  attorneys  signs  my  name to any
document in  connection  with  maintaining  the lawful  operation of the Fund,
the signing is  automatically  ratified and  confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 3, 1998
Date                                        /Signature/

Frank H. Blatz, Jr.                         Arthur J. Pugh
Witness                                     Name of Director


<PAGE>

                              POWER OF ATTORNEY


         I, the  undersigned  Trustee/Director  of  Calvert  Variable  Series,
Inc.,  First  Variable  Rate  Fund for  Government  Income,  Calvert  Tax-Free
Reserves,  Calvert  Cash  Reserves,  The Calvert  Fund and  Calvert  Municipal
Fund, Inc.  (each,  respectively,  the "Fund"),  hereby  constitute  Ronald M.
Wolfsheimer,  William M.  Tartikoff,  Susan Walker Bender,  Katherine  Stoner,
Lisa  Crossley  Newton,  and Ivy  Wafford  Duke my true and lawful  attorneys,
with  full  power  to  each  of  them,  to  sign  for me and in my name in the
appropriate  capacities,  all registration  statements and amendments filed by
the Fund with any  federal or state  agency,  and to do all such  things in my
name and behalf  necessary for  registering  and  maintaining  registration or
exemptions  from  registration  of the Fund with any government  agency in any
jurisdiction, domestic or foreign.

         The same  persons are  authorized  generally to do all such things in
my name and behalf to comply with the  provisions  of all  federal,  state and
foreign  laws,  regulations,  and policy  pronouncements  affecting  the Fund,
including,  but not limited to, the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934,  the  Investment  Company Act of 1940,  the  Investment
Advisers Act of 1940,  the Internal  Revenue Code of 1986,  and all state laws
regulating the securities industry.

         The  same  persons  are  further  authorized  to  sign my name to any
document needed to maintain the lawful operation of the Fund.

         When  any of the  above-referenced  attorneys  signs  my  name to any
document in  connection  with  maintaining  the lawful  operation of the Fund,
the signing is  automatically  ratified and  confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 3, 1998
Date                                        /Signature/

Frank H. Blatz, Jr.                         Charles E. Diehl
Witness                                     Name of Director


<PAGE>

                              POWER OF ATTORNEY


         I, the  undersigned  Trustee/Director  of  Calvert  Variable  Series,
Inc.,  First  Variable  Rate  Fund for  Government  Income,  Calvert  Tax-Free
Reserves,  Calvert  Cash  Reserves,  The Calvert  Fund and  Calvert  Municipal
Fund, Inc.  (each,  respectively,  the "Fund"),  hereby  constitute  Ronald M.
Wolfsheimer,  William M.  Tartikoff,  Susan Walker Bender,  Katherine  Stoner,
Lisa  Crossley  Newton,  and Ivy  Wafford  Duke my true and lawful  attorneys,
with  full  power  to  each  of  them,  to  sign  for me and in my name in the
appropriate  capacities,  all registration  statements and amendments filed by
the Fund with any  federal or state  agency,  and to do all such  things in my
name and behalf  necessary for  registering  and  maintaining  registration or
exemptions  from  registration  of the Fund with any government  agency in any
jurisdiction, domestic or foreign.

         The same  persons are  authorized  generally to do all such things in
my name and behalf to comply with the  provisions  of all  federal,  state and
foreign  laws,  regulations,  and policy  pronouncements  affecting  the Fund,
including,  but not limited to, the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934,  the  Investment  Company Act of 1940,  the  Investment
Advisers Act of 1940,  the Internal  Revenue Code of 1986,  and all state laws
regulating the securities industry.

         The  same  persons  are  further  authorized  to  sign my name to any
document needed to maintain the lawful operation of the Fund.

         When  any of the  above-referenced  attorneys  signs  my  name to any
document in  connection  with  maintaining  the lawful  operation of the Fund,
the signing is  automatically  ratified and  confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 3, 1998
Date                                        /Signature/

Elizabeth G. Murray                         Frank H. Blatz, Jr.
Witness                                     Name of Director


<PAGE>


                              POWER OF ATTORNEY


         I,  the  undersigned  officer  of  Calvert  Social  Investment  Fund,
Calvert World Values Fund, Inc.,  Calvert Variable Series,  Inc.,  Calvert New
World Fund,  Inc.,  First  Variable Rate Fund for Government  Income,  Calvert
Tax-Free  Reserves,  Calvert  Cash  Reserves,  The  Calvert  Fund and  Calvert
Municipal Fund,  Inc.  (each,  respectively,  the "Fund"),  hereby  constitute
Ronald M. Wolfsheimer,  William M. Tartikoff,  Susan Walker Bender,  Katherine
Stoner,  Lisa  Crossley  Newton,  and Ivy  Wafford  Duke my  true  and  lawful
attorneys,  with full power to each of them,  to sign for me and in my name in
the appropriate  capacities,  all registration statements and amendments filed
by the Fund with any  federal or state  agency,  and to do all such  things in
my name and behalf  necessary for registering and maintaining  registration or
exemptions  from  registration  of the Fund with any government  agency in any
jurisdiction, domestic or foreign.

         The same  persons are  authorized  generally to do all such things in
my name and behalf to comply with the  provisions  of all  federal,  state and
foreign  laws,  regulations,  and policy  pronouncements  affecting  the Fund,
including,  but not limited to, the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934,  the  Investment  Company Act of 1940,  the  Investment
Advisers Act of 1940,  the Internal  Revenue Code of 1986,  and all state laws
regulating the securities industry.

         The  same  persons  are  further  authorized  to  sign my name to any
document needed to maintain the lawful operation of the Fund.

         When  any of the  above-referenced  attorneys  signs  my  name to any
document in  connection  with  maintaining  the lawful  operation of the Fund,
the signing is  automatically  ratified and  confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 2, 1998
Date                                        /Signature/

Edwidge Saint-Felix                         Ronald M. Wolfsheimer
Witness                                     Name of Officer


<PAGE>


                              POWER OF ATTORNEY


         I, the  undersigned  Trustee/Director  of Calvert  Social  Investment
Fund,  Calvert  World  Values  Fund,  Inc.,  Calvert  Variable  Series,  Inc.,
Calvert  New  World  Fund,  Inc.,  First  Variable  Rate  Fund for  Government
Income,  Calvert Tax-Free  Reserves,  Calvert Cash Reserves,  The Calvert Fund
and Calvert  Municipal  Fund, Inc. (each,  respectively,  the "Fund"),  hereby
constitute Ronald M. Wolfsheimer,  William M. Tartikoff,  Susan Walker Bender,
Katherine  Stoner,  Lisa  Crossley  Newton,  and Ivy Wafford  Duke my true and
lawful  attorneys,  with full power to each of them,  to sign for me and in my
name  in  the  appropriate   capacities,   all  registration   statements  and
amendments  filed by the Fund with any federal or state agency,  and to do all
such things in my name and behalf  necessary for  registering  and maintaining
registration or exemptions  from  registration of the Fund with any government
agency in any jurisdiction, domestic or foreign.

         The same  persons are  authorized  generally to do all such things in
my name and behalf to comply with the  provisions  of all  federal,  state and
foreign  laws,  regulations,  and policy  pronouncements  affecting  the Fund,
including,  but not limited to, the  Securities  Act of 1933,  the  Securities
Exchange  Act of 1934,  the  Investment  Company Act of 1940,  the  Investment
Advisers Act of 1940,  the Internal  Revenue Code of 1986,  and all state laws
regulating the securities industry.

         The  same  persons  are  further  authorized  to  sign my name to any
document needed to maintain the lawful operation of the Fund.

         When  any of the  above-referenced  attorneys  signs  my  name to any
document in  connection  with  maintaining  the lawful  operation of the Fund,
the signing is  automatically  ratified and  confirmed by me by virtue of this
Power of Attorney.

         WITNESS my hand on the date set forth below.


June 2, 1998
Date                                        /Signature/

Katherine Stoner                            Barbara J. Krumsiek
Witness                                     Name of Director






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