SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
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 20, 2000
BY EDGAR
Public Filing Desk
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Preliminary 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 Preliminary
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. The Information Statement is substantially the
same as an Information Statement filed in October 1997 for The Calvert Fund, new
Vision Small Cap Fund (File Nos.: 811-3416; 2-76510). Certain missing
information will be filed with the definitive Information Statement.
Please telephone me at (202) 775-1201 with any comments you may have.
Very truly yours,
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:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] 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>
4
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 INVESTMENT SUBADVISOR
We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy
This Information Statement is being supplied to all shareholders of the Calvert
International Equity Fund (the "Fund"), a series portfolio of Calvert Variable
Series, Inc.. The Fund has been allowed to act under an exemptive order granted
by the United States Securities and Exchange Commission whereby 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 or 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, 2001
("record date") are entitled to receive this Information Statement.
<PAGE>
As of November 30, 2000 the following Insurance Companies owned of record 5% or
more of the Fund:
Name and Address % of Ownership
[To Be Supplied] ___%
As of November 30, 2000, the following shareholders owned of record 5% or more
of the Class C shares of the Fund:
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 Life Insurance
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 agreement with MJI as it relates to the Fund is dated as of [________ __,
199_]. Under that agreement, MJI receives a fee from the Advisor based on a
percentage of the Fund's average daily net assets. During the Fund's most recent
fiscal year, [$_________] in fees have been paid to MJI.
Until October 5, 2000, MJI's parent company was United Asset Management, Inc.,
("UAM"), a Boston-based investment advisory firm holding company. On that date,
UAM became a wholly-owned subsidiary of Old Mutual PLC ("Old Mutual"), a South
African based insurance and financial services company. On December _, 2000, Old
Mutual sold MJI to Aberdeen Asset Management PLC ("Aberdeen"). Aberdeen is a
financial services company located at [________,] Glasgow, Scotland. As a result
of the foregoing developments, at a meeting of the Board of Trustees held on
[December 6,] 2000, acting pursuant to the exemptive order discussed above, the
Board determined to deliver this information statement to the Fund's
shareholders. MJI REMAINS THE FUND'S INVESTMENT SUB-ADVISOR AND THE FUND'S
PORTFOLIO MANAGER HAS NOT CHANGED. After careful consideration by the Advisor of
MJI's new controlling entity, Aberdeen, the Advisor recommended, and the Board
determined to continue MJI as the subadvisor for the Fund. In order to make its
decision, the Board received and subsequently evaluated various information
about Aberdeen. The Advisor and the Board met with representatives of MJI who
described how the purchase of MJI by Aberdeen would strengthen MJI and be
beneficial to MJI and its clients, such as the Fund.
Investment Subadvisor. MJI continues as investment subadvisor to the Fund. As of
November 30, 2000, MJI had [$__ 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. [TBS] [TBS]
--International Equity Portfolio
</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 Departements of MJI and as a
Fund Manager in MJI's Japanese Department. He was appointed a Director of MJI in
1993. Prior to joining MJI, he was a member of the Australian Foreign Service
and attended University in Australia in Japan.
The Fund continues 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. The Fund's
investment objective and policies have not changed as a result of the
transactions described above.
The Fund invests primarily in the common stocks of mid-to large-cap companies
using a value approach. The Fund identifies those countries with markets and
economies that it believes currently provide the most favorable climate for
investing. MJI 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, MJI 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 Fund invests primarily in more developed economies and markets. Not more
than 5% of Fund assets are invested in the U.S. (excluding high social impact
and special equities investments).
The Fund invests with the 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. Investments are selected on the
basis of their ability to contribute to the dual objectives of financial
soundness and social criteria.
<PAGE>
MJI's Principal Executive Officers are as follows:
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Title Name of Company and Prinicipal Occupation
with MJI Principal Business Address
[TBS] Murray Johnstone International, Ltd. Chairman and Chief Investment
875 Michigan Avenue Officer
Suite 3415
Chicago, Illinois 60611
[TBS] Murray Johnstone International, Ltd. President
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
[TBS] Murray Johnstone International, Ltd. Vice President
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
Andrew Preston Murray Johnstone International, Ltd. Portfolio Manager
875 Michigan Avenue
Suite 3415
Chicago, Illinois 60611
[TBS] 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.
