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WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
December 22, 2000
BY EDGAR
Public Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Definitive Information Statement for Calvert Variable Series, Inc.,
- - Social International Equity Fund, SEC File Nos. 811-03591 and 2-80154
Ladies and Gentlemen:
The above Registrant filed today electronically on EDGAR a Definitive
Information Statement on Schedule 14C for Calvert Variable Series, Inc.--Social
International Equity Portfolio (the "Fund") pursuant to Rule 14(c) under the
Securities Exchange Act of 1934.
Please telephone me at (202) 775-1201 with any comments you may have.
Very truly yours,
/s/David M. Leahy
David M. Leahy
cc: William M. Tartikoff, Esq.
<PAGE>
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Information Statement
Calvert Variable Series, Inc.
(Name of Registrant as Specified in Its Charter)
Social International Equity Portfolio
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify previous filing by registration statement number, or the
Form or Schedule and the date its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
CALVERT VARIABLE SERIES, INC.
Social International Equity Portfolio
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
INFORMATION STATEMENT
REGARDING A CHANGE OF CONTROL OF THE FUND'S SUBADVISOR
This Information Statement is being supplied to all shareholders of the Calvert
International Equity Fund (the "Fund"), a portfolio of Calvert Variable Series,
Inc. Pursuant to an exemptive order granted by the United States Securities and
Exchange Commission on December 17, 1996, the Fund and Calvert Asset Management
Company, Inc. (the "Advisor" or "CAMCO"), the Fund's investment adviser, may
enter into and materially amend the Investment Subadvisory Agreement without
shareholder approval.
The rationale for this grant of authority is that the Advisor's constant
supervision of the subadvisor permits the proportion of shareholders' assets
subject to particular subadvisor styles to be reallocated (or a new subadvisor
introduced or, as is the case here, where control of a subadvisor has changed)
in response to changing market conditions or subadvisor performance, in an
attempt to improve the Fund's overall performance. In essence, the exemptive
order permits the Advisor to select the subadvisor best suited to achieve the
Fund's investment objective. The only reason you are receiving this Information
Statement is because control of the parent company of the Fund's subadvisor has
changed. The Fund's subadvisor, portfolio manager and fees have not changed.
Moreover, neither the Fund's investment objective nor its policies have changed.
Obtaining shareholder approval of a change of control of a subadvisor and
investment subadvisory agreement imposes costs on the Fund without advancing
shareholder interests. Shareholders' interests are adequately protected by their
voting rights with respect to the investment advisory agreement and the
responsibilities assumed by the Advisor and the Fund's Board of Directors.
Further, it has become increasingly difficult to obtain shareholder quorums for
shareholder meetings.
Accordingly, pursuant to the exemptive order, as discussed above, as well as in
the Prospectus and Statement of Additional Information for the Fund, both dated
April 30, 2000, and following the change of control of the parent of the Fund's
subadvisor, the Fund is providing information about such change of control.
This Information Statement is expected to be mailed to shareholders of record on
or about December 31, 2000.
Shares of the Fund are currently sold only to insurance companies (the
"Insurance Companies") for allocation to their separate accounts (the "Variable
Accounts") to fund the benefits under certain variable annuity and variable life
insurance policies (the "Policies"). Accordingly, the interest of a policy owner
in shares of the Fund is subject to the terms of the particular annuity or life
insurance policy. For ease of reference, in this Information Statement policy
owners are referred to as "shareholders."
Shareholders of the Fund of record at the close of business on December 20, 2000
("record date") are entitled to receive this Information Statement.
Background. CAMCO serves as investment advisor to the Fund and to several other
registered investment companies in the Calvert Group of Funds. CAMCO is located
at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814, and is an
indirectly wholly-owned subsidiary of Ameritas Acacia Mutual Holding Company.
CAMCO has traditionally contracted out investment subadvisory services for the
Fund. From the Fund's inception through the present, the Fund's subadvisor has
been Murray Johnstone International, Ltd. ("MJI"). MJI's principal business
office is 875 North Michigan Avenue, Suite 3415, Chicago, Illinois 60611.
The investment subadvisory agreement with MJI as it relates to the Fund is dated
as of June 22, 1992. Under the subadvisory agreement, MJI receives a fee from
the Advisor based on a percentage of the Fund's average daily net assets. For
the Fund's most recent fiscal year ended December 31, 1999, $81,653.96 in fees
were paid to MJI.
Until October 5, 2000, MJI's parent company was United Asset Management, Inc.,
("UAM"), a Boston-based investment advisory firm holding company. On that date,
UAM became a wholly-owned subsidiary of Old Mutual PLC ("Old Mutual"), a South
African based insurance and financial services company. On November 6, 2000, Old
Mutual sold MJI to Aberdeen Asset Management PLC ("Aberdeen"). Aberdeen is a
financial services company located at One Albyn Place, United Kingdom. As a
result of these foregoing developments, at a meeting of the Board of Directors
held on October 26, 2000, acting pursuant to the exemptive order discussed
above, the Board determined to deliver this information statement to the Fund's
shareholders.
After careful consideration by the Advisor of MJI's new controlling entity,
Aberdeen, the Advisor recommended, and the Board determined to continue MJI as
the subadvisor for the Fund. In order to make its decision, the Board received
and subsequently evaluated various information about Aberdeen. The Advisor and
the Board met with representatives of MJI and Aberdeen who described how the
purchase of MJI by Aberdeen would strengthen MJI and be beneficial to MJI and
its clients, such as the Fund.
Investment Subadvisor. MJI continues as investment subadvisor to the Fund. As of
November 30, 2000, MJI had $1.4 billion in assets under management.
MJI currently provides investment advisory services to certain other mutual
funds with investment objectives similar to that of the Fund:
<TABLE>
<CAPTION>
<S> <C> <C>
Mutual Fund Assets Under Management Annual Management Fees
Calvert World Values Fund, Inc. $1,148 million $247.2 million
International Equity Portfolio
PBHG International $8.1 million $44,000
UAM MJI Intl $32.4 million $279,000
</TABLE>
With respect to these other mutual funds, MJI has not waived, reduced, or
otherwise agreed to reduce its compensation under the applicable investment
management contracts.
The Fund will continue to be managed by the current portfolio manager, Andrew
Preston. Mr. Preston joined MJI in 1985 and has held positions as investment
analyst in the United Kingdom and United States Departments of MJI and as a Fund
Manager in MJI's Japanese Department. He was appointed a Director of MJI in
1993.
The Fund's investment objective and policies have not changed as a result of the
transactions described above. The Fund will continue to seek to provide a high
total return consistent with reasonable risk by investing primarily in a
globally diversified portfolio of stocks that meet the Fund's investment and
social criteria.
MJI's Principal Executive Officers are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Title Name of Company and Principal Occupation
with MJI Principal Business Address
James Clunie Murray Johnstone International, Ltd. Chairman and Chief Investment
875 Michigan Avenue Officer
Suite 3415
Chicago, Illinois 60611
David MacLellan Murray Johnstone International, Ltd. President
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
Sue Mullin Murray Johnstone International, Ltd. Vice President - Marketing
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
Renee Arnold Murray Johnstone International, Ltd. Vice President
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
Steve Waddell Murray Johnstone International, Ltd. Vice President
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
Julie McDowell Murray Johnstone International, Ltd. Equity Research Analyst
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
</TABLE>
Investment Subadvisory Agreement. The Investment Subadvisory Agreement (the
"Subadvisory Agreement") between the Advisor and MJI contains the same terms as
governed the Advisor's current arrangement with MJI. MJI's fee for subadvisory
services continues to be paid by the Advisor. Under the Subadvisory Agreement,
MJI receives a fee, payable monthly, of 0.45% of the average daily net assets of
the Fund.
Annual Reports. The audited Annual Report to Shareholders of the Fund is
incorporated by reference into this Information Statement. Copies of the Annual
Report and the most recent semi-annual report succeeding the annual report may
be obtained without charge by writing to the Fund at 4550 Montgomery Avenue,
Suite 1000N, Bethesda, Maryland 20814 or by calling (800) 368-2745.
