CALVERT TAX FREE RESERVES
485BPOS, 1996-04-24
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                                                             Page 1 of ___

                                                     SEC Registration Nos.
                                                      2-69565 and 811-3101

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

         Post-Effective Amendment No. 42             XX

                                  and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

         Amendment No. 42                            XX

                        Calvert Tax-Free Reserves
            (Exact Name of Registrant as Specified in Charter)
                          4550 Montgomery Avenue
                               Suite 1000N
                         Bethesda, Maryland 20814
                 (Address of Principal Executive Offices)

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

                        William M. Tartikoff, Esq.
                          4550 Montgomery Avenue
                               Suite 1000N
                         Bethesda, Maryland 20814
                 (Name and Address of Agent for Service)

It is proposed that this filing will become effective

__ Immediately upon filing                           XX on April 30, 1996
pursuant to paragraph (b)                            pursuant to paragraph (b)

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

of Rule 485.

Pursuant to the provisions of Rule 24f-2 under the Investment Company
Act of 1940, an indefinite number of shares of beneficial interest is
being registered by this Registration Statement.  On February 28, 1996,
Registrant filed a Rule 24f-2 Notice for its fiscal year ended December
31, 1995.


<PAGE>

                        Calvert Tax-Free Reserves
                     Form N-1A Cross Reference Sheet

Item number                             Prospectus Caption

        1.                              Cover Page
        2.                              Fund Expenses
        3.                              Financial Highlights
                                        Yield or Total Return
        4.                              Investment Objective and Policies
                                        Management of the Fund
        5.                              Management of the Fund
        6.                              Alternative Sales Options
                                        Management of the Fund
                                        Dividends and Taxes
        7.                              How to Buy Shares
                                        Management of the Fund
                                        Net Asset Value
                                        Reduced Sales Charge
                                        When Your Account Will Be Credited
                                        Exchanges
        8.                              Alternative Sales Options
                                        How to Sell Your Shares
        9.                              *

                                        Statement of Additional
Information Caption

        10.                             Cover Page
        11.                             Table of Contents
        12.                             General Information
        13.                             Investment Objective
                                        Investment Policies
                                        Investment Restrictions
                                        Portfolio Transactions
        14.                             Trustees and Officers
        15.                             Trustees and Officers
        16.                             Investment Advisor
                                        Administrative Services
                                        Independent Accountants and Custodians
                                        Method of Distribution
        17.                             Portfolio Transactions
        18.                             General Information
        19.                             Purchases and Redemptions of Shares
                                        Valuation of Shares
        20.                             Tax Matters
        21.                             Administrative Services
        22.                             Calculation of Yield
                                        Calculation of Yield and Total Return
        23.                             Financial Statements

*  Inapplicable or negative answer

<PAGE>
   
PROSPECTUS --
April 30, 1996
    
                        CALVERT TAX-FREE RESERVES
                          Money Market Portfolio
                          Limited-Term Portfolio
                           Long-Term Portfolio
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================


INVESTMENT OBJECTIVES

         Calvert  Tax-Free  Reserves Money Market  Portfolio seeks to earn
the  highest  interest  income  exempt  from  federal  income  taxes as is
consistent with prudent  investment  management,  preservation of capital,
and the quality and maturity characteristics of the Portfolio.

         The Money  Market  Portfolio  seeks to  maintain a  constant  net
asset  value  of $1.00  per  share.  There  can be no  assurance  that the
Portfolio  will be  successful  in  maintaining a constant net asset value
of $1.00 per share.  An  investment  in the  Portfolio is neither  insured
nor guaranteed by the U.S. Government.

         Calvert Tax-Free  Reserves  Limited-Term  Portfolio seeks to earn
the highest level of interest  income exempt from federal  income taxes as
is  consistent  with  prudent  investment   management,   preservation  of
capital, and the quality and maturity characteristics of the Portfolio.

         The   Limited-Term    Portfolio   invests   in   investment-grade
municipal  obligations.  Fixed rate investments have remaining  maturities
of  three  years or  less;  variable  rate  investments  may  have  longer
maturities.  The  Portfolio's  net asset  value per  share  fluctuates  in
response  to  changes  in the  value of its  investments.  There can be no
assurance   that  the   Portfolio   will  be  successful  in  meeting  its
investment objective.

         Calvert Tax-Free Reserves  Long-Term  Portfolio seeks to earn the
highest level of interest  income  exempt from federal  income taxes as is
consistent with prudent  investment  management,  preservation of capital,
and the quality and maturity characteristics of the Portfolio.

         The  Long-Term  Portfolio  invests in long-term  investment-grade
municipal  obligations.  Its  average  maturity  is  normally in excess of
twenty years.  Because of its longer average  maturity,  its yield and net
asset value per share will  generally  fluctuate in response to changes in
interest rates and other market factors.

PURCHASE INFORMATION

   
         The Money Market  Portfolio  offers two classes of shares,  Class
O,  described in and offered by this  Prospectus,  and Class MMP (CTFR MMP
Shares),  offered by another Calvert Tax-Free Reserves  Prospectus.  Class
O and  Class  MMP are the same  except  that  Class O has no  Distribution
Plan expenses.
    

         The  Limited-Term   and  Long-Term   Portfolios  each  offer  two
classes of shares,  with different  expense levels and sales charges.  You
may choose to purchase  (i) Class A shares,  with a sales  charge  imposed
at the time you purchase the shares  ("front-end  sales charge");  or (ii)
Class C shares  which  impose  neither  a  front-end  sales  charge  nor a
contingent  deferred  sales  charge.  Class C  shares  are  not  available
through all dealers.  Class C shares have a higher level of expenses  than
Class A shares,  including  higher  Rule 12b-1  fees.  These  alternatives
permit  you to  choose  the  method  of  purchasing  shares  that  is most
beneficial  to you,  depending on the amount of the  purchase,  the length
of time you  expect  to hold the  shares,  and  other  circumstances.  See
"Alternative Sales Options" for further details.

TO OPEN AN ACCOUNT

         Call your broker,  or complete  and return the  enclosed  Account
Application. Minimum initial investment is $2,000.

ABOUT THIS PROSPECTUS

         Please read this Prospectus before  investing.  It is designed to
provide you with  information  you ought to know before  investing  and to
help you  decide if the goals of a  Portfolio  match  your own.  Keep this
document for future reference.

   
         A Statement of Additional Information (dated April 30, 1996)
for each Portfolio has been filed with the Securities and Exchange
Commission and is incorporated by reference. This free Statement is
available upon request from the Fund: 800-368-2748.
    

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

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

<PAGE>

<TABLE>
<CAPTION>

FUND EXPENSES

                                                 Calvert Money Market Portfolio
   
A.  Shareholder Transaction Costs                    Class O
    

     <S>                                              <C>
    Sales Load on Purchases                           None
    Sales Load on Reinvested
    Dividends                                         None
    Deferred Sales Load                               None
    Redemption Fees                                   None
    Exchange Fee                                      None

   
B.  Annual Fund Operating Expenses -
    Fiscal Year 1995
    (as a percentage of average net assets)
    Management Fees                                   .45%
    Rule 12b-1 Fees                                   None
    All Other Expenses                                .17%
    Total Fund Operating Expenses<F2>                 .62%
    


<CAPTION>

                                             Calvert Limited-Term
                                             Portfolio
 A.   Shareholder Transaction Costs          Class A       Class C
  
     <S>                                     <C>           <C>

     Maximum Sales Charge on Purchases  
     (as a percentage of offering price)     2.00%         None
     Contingent Deferred Sales Charge        None          None


   
B.   Annual Fund Operating
     Expenses- Fiscal Year 1995
     (as a percentage of average net assets)
     Management Fees                         0.60%         0.60%
     Rule 12b-1 Service and
     Distribution Fees                       None          0.55%
     Other Expenses                          0.11%         0.20%
     Total Fund Operating Expenses<F2>       0.71%         1.35%
    

<CAPTION>

                                             Calvert Long-Term
                                             Portfolio
A.   Shareholder Transaction Costs           Class A       Class C

     <S>                                     <C>           <C>
 
     Maximum Sales Charge on Purchases
     (as a percentage of offering price)     3.75%         None


     Contingent Deferred Sales Charge        None          None


   
B.   Annual Fund Operating
     Expenses- Fiscal Year 1995
     (as a percentage of average net assets)
     Management Fees                         0.61%         0.61%
     Rule 12b-1 Service and
     Distribution Fees                       0.09%         1.00%
     Other Expenses                          0.17%%        0.58%
     Total Fund Operating Expenses<F2>       0.87% %       2.19%


<FN>
<F2> Net Fund Operating Expenses after reduction for fees paid indirectly were:
         Money Market Class O .61%          Limited-Term Class A .70%
         Long-Term Class A .85%             Limited-Term Class C 1.34%
         Long-Term Class C 2.17%
</FN>
    
</TABLE>


C.   Example: You would pay the following expenses on a $1,000
investment, assuming (1) 5% annual return;(2) redemption at the end of
each period; and (3) for Class A, payment of maximum initial sales
charge at time of purchase:


<TABLE>
<CAPTION>

Fund                   1 Year      3 Years      5 Years      10 Years

<S>                     <C>         <C>          <C>         <C>
 
   
Money Market
Class O                $6           $20          $35         $77



Limited-Term
Class A                $27          $42          $59         $106
Class C                $14          $43          $74         $162

Long-Term
Class A                $46          $64          $84         $141
Class C                $22          $69          $117        $252


The  example,   which  is   hypothetical,   should  not  be  considered  a
representation  of past or future expenses.  Actual expenses may be higher
or lower than those shown.
    

Explanation  of  Table:  The  purpose  of the  table is to  assist  you in
understanding  the  various  costs and  expenses  that an  investor in the
Portfolios   may  bear  directly   (shareholder   transaction   costs)  or
indirectly (annual fund operating expenses).

</TABLE>


      A.   Shareholder  Transaction  Costs  are  charges  you pay when you
buy or sell shares of a  Portfolio.  If you request a wire  redemption  of
less than $1,000,  you will be charged a $5 wire fee.  See "Reduced  Sales
Charges"  at Exhibit A to see if you qualify for  possible  reductions  in
the sales charge for the Limited- or Long-Term Portfolios.

   
      B.   Annual  Fund   Operating   Expenses  are  based  on  historical
expenses.   Management  Fees  are  paid  by  the  Fund  to  Calvert  Asset
Management  Company,  Inc.   ("Investment   Advisor")  for  managing  each
Portfolio's   investments   and   business   affairs,   and   include   an
administrative  service  fee  paid  to  Calvert  Administrative   Services
Company,  Inc.  Each  Portfolio  incurs  Other  Expenses  for  maintaining
shareholder records,  furnishing  shareholder  statements and reports, and
other  services.  Management  Fees and Other  Expenses  have  already been
reflected in the share price for the Limited-  and  Long-Term  Portfolios,
and in the  yield  for the  Money  Market  Portfolio  and are not  charged
directly to individual shareholder accounts.

           The Rule 12b-1 fees of the  Limited- and  Long-Term  Portfolios
include an  asset-based  sales charge.  Thus,  long-term  shareholders  in
each  Portfolio  may pay more in total  sales  charges  than the  economic
equivalent  of the maximum  front-end  sales charge  permitted by rules of
the National Association of Securities Dealers, Inc.
    

<PAGE>

FINANCIAL HIGHLIGHTS


The following tables provide  information  about the financial  history of
the  Class O shares of the Money  Market  Portfolio  and the Class A and C
shares  of  the  Limited-  and  Long-Term  Portfolios.  They  express  the
information  in terms of a single  share  outstanding  for the  respective
Portfolio  throughout  each period.  The tables have been audited by those
independent  accountants  whose  report is  included  in Calvert  Tax-Free
Reserves  Annual  Report  to  Shareholders  for  each  of  the  respective
periods  presented.  The  tables  should be read in  conjunction  with the
financial  statements and their related  notes.  The current Annual Report
to  Shareholders  is  incorporated  by  reference  into the  Statement  of
Additional Information.


<TABLE>
<CAPTION>

Class O Shares
Money Market Portfolio                  
                                        
   
                                         Year Ended December 31,
                                         1995                   1994
                                        =================================
                                        =================================


<S>                                     <C>                       <C>   

Net asset value, beginning of year      $1.000                   $1.000
Income from investment operations
     Net investment income                .040                     .028
Distributions from
     Net investment income               (.040)                   (.028)

Net asset value, end of year            $1.000                   $1.000


Total return<F1>                         4.02%                    2.81%

Ratio to average net assets:
Net investment income                    3.93%                    2.75%

 Total expenses <F2>                      .62%                      --

 Net expenses                             .61%                     .62%

Net assets, end of year (in thousands)  $1,740,839               $1,344,595

Number of shares outstanding at end of
 year (in thousands)                     1,740,948                1,344,668

<FN>
<F1>Total return prior to 1989 is not audited.
<F2>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
    
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Class O Shares
Money Market Portfolio                     Year Ended December 31,
                                           1993           1992
                                           ===========================
                                           ===========================

<S>                                        <C>            <C>   

Net asset value, beginning of year         $1.000         $1.000
Income from investment operations
     Net investment income                   .024           .031
Distribution
     Net investment income                  (.024)         (.031)

Net asset value, end of year                $1.000        $1.000

Total return<F1>                             2.41%         3.18%

Ratio to average net assets:
Net investment income                        2.37%         3.10%

 Total expenses <F2>                           --            --

 Net expenses                                 .60%          .59%

Net assets, end of year (in thousands)      $1,500,614    $1,552,106


Number of shares outstanding at end of
year (in thousands)                          1,500,557     1,552,061

<FN>
<F1>Total return prior to 1989 is not audited.
<F2>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Class 0 Shares
Money Market Portfolio                   Year Ended December 31,
                                         1991                1990
                                         ================================
                                         ================================

<S>                                      <C>                 <C>   

Net asset value, beginning of year       $1.000              $1.000
Income from investment operations
     Net investment income                 .048                .059
Distributions from
     Net investment income                (.048)              (.059)

Net asset value, end of year             $1.000              $1.000

Total return<F1>                          4.96%               6.04%

Ratio to average net assets:
Net investment income                     4.79%               5.85%

 Total expenses <F2>                        --                  --

 Net expenses                              .61%                .63%


Net assets, end of year (in thousands)   $1,382,330          $1,071,719

Number of shares outstanding at end of
year (in thousands)                       1,382,288           1,071,678


<FN>
<F1>Total return prior to 1989 is not audited.
<F2>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Class 0 Shares
Money Market Portfolio                Year Ended December 31,
                                      1989                  1988
                                      ===========================

<S>                                   <C>                    <C>   

Net asset value, beginning of year    $1.000                $1.000
Income from investment operations
     Net investment income              .063                  .052
Distributions from
     Net investment income             (.063)                (.052)

Net asset value, end of year          $1.000                $1.000

Total return<F1>                       6.47%                 5.31%

Ratio to average net assets:
Net investment income                  6.22%                 5.19%

 Total expenses <F2>                ------------          ------------

 Net expenses                           .62%                  .62%

Net assets, end of year
(in thousands)                      $952,347              $823,759

Number of shares outstanding
at end of year (in thousands)        952,257               823,696

<FN>
<F1>Total return prior to 1989 is not audited.
<F2>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Class 0 Shares
Money Market Portfolio                  Year Ended December 31,
                                        1987                  1986
                                        ===========================
                                        ===========================

<S>                                     <C>                    <C>   

Net asset value, beginning of year      $1.000                $1.000
Income from investment operations
     Net investment income                .046                  .048
Distributions from
     Net investment income               (.046)                (.048)

Net asset value, end of year            $1.000                $1.000

Total return <F1>                        4.62%                 4.77%

Ratio to average net assets:
Net investment income                    4.56%                 4.66%

 Total expenses <F2>                       --                    --

 Net expenses                             .62%                  .67%

Net Assets, end of year
(in thousands)                       $688,967               $519,491

Number of shares outstanding at end
of year (in thousands)                  688,986             519,399


<FN>
<F1>Total return prior to 1989 is not audited.
<F2>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
   
Limited-Term Class A Shares
Year Ended December 31,                          1995                1994

<S>                                              <C>                 <C>   

Net asset value, beginning                       $10.59              $10.72

Income from investment operations
     Net investment income                       .45                 .39
     Net realized and unrealized gain (loss)
         on investments                          .13                (.13)
         Total from investment operations        .58                 .26

Distributions from
     Net investment income                       (.45)              (.39)

Total increase (decrease) in net asset value     .13                 (.13)

Net asset value, end of year                     $10.72              $10.59

Total return<F3>                                  5.55%               2.42%

Ratio to average net assets
     Net investment income                       4.21%               3.60%
     Total expenses<F4>                          .71%                --
     Net expenses                                .70%                .66%

Portfolio turnover                               33%                 27%


Net assets, end of year (in thousands)           $457,707        $544,822


Number of shares outstanding at
end of year (in thousands)                        42,690           51,424

<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
    
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Limited-Term Portfolio Class A Shares                  Year Ended December
                                                               31,
                                                              1993
                                                      ======================

<S>                                                             <C>   

Net asset value, beginning of year                              $10.68
Income from investment operations
     Net investment income                                         .38
     Net realized and unrealized gain (loss) on
         investments                                               .04
         Total from investment operations                          .42

Distributions from
     Net investment income                                        (.38)

Total increase (decrease) in net asset value                       .04

Net asset value, end of year                                    $10.72

Total return<F3>                                                  4.02%


Ratio to average net assets:
 Net investment income                                            3.59%
 Total expenses <F4>                                               --
 Net expenses                                                      .67%

Portfolio turnover                                                 14%


Net assets, end of year                                        $663,305

Number of shares outstanding at
end of year (in thousands)                                      61,861

<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Limited-Term Class A Shares                           Year Ended December 31,
                                                      1992             1991
                                                      ========================
                                                      ========================

<S>                                                   <C>               <C> 

Net asset value, beginning of year                    $10.65           $10.61
Income from investment operations
     Net investment income                               .49              .64
     Net realized and unrealized gain (loss) on
         investments                                     .03              .03
         Total from investment operations                .52              .67

Distributions from
     Net investment income                              (.49)            (.63)

Total increase (decrease) in net asset value             .03              .04

Net asset value, end of year                          $10.68           $10.65

Total return<F3>                                        4.99%            6.46%

Ratio to average net assets:
 Net investment income                                  4.58%            5.99%
 Total expenses<F4>                                       --               --
 Net expenses                                            .71%             .73%

 Portfolio turnover                                        5%               1%

Net assets, end of year                               $567,419        $294,308

Number of shares outstanding at end of year (in
     thousands)                                        53,140           27,644

<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Limited-Term Class A Shares                      Year Ended December 31,
                                                 1990        1989      1988
                                                 ==========================

<S>                                              <C>        <C>        <C>   

Net asset value, beginning of year               $10.61     $10.55     $10.45
Income from investment operations
     Net investment income                          .67        .67        .60
     Net realized and unrealized gain (loss) on
         investments                                .00        .06        .10
         Total from investment operations           .67        .73        .70

Distributions from
     Net investment income                         (.67)     (.67)      (.60)

Total increase (decrease) in net asset value        .00       .06        .10
Net asset value, end of year                     $10.61    $10.61     $10.55

Total return<F3>                                   6.50%     7.12%      6.82%

Ratio to average net assets:
 Net investment income                            6.35%      6.35%      5.71%
 Total expenses<F4>                               6.50%      7.12%      6.50%
 Net expenses                                      .77%       .78%       .81%
Portfolio turnover                                  12%        21%        68%

Net assets, end of year (in thousands)         $151,580    132,510    145,305

Number of shares outstanding at end of
year (in  thousands)                            14,286      12,487     13,771

<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Limited-Term Class A Shares                    Year Ended December 31,
                                               1987                1986
                                               ===========================
                                               ===========================

<S>                                             <C>                <C>   

Net asset value, beginning of year              $10.67             $10.48
Income from investment operations
     Net investment income                         .59                .64
     Net realized and unrealized gain (loss) on
         investments                              (.22)               .23
         Total from investment operations          .37                .87

Distributions from
     Net investment income                        (.59)              (.64)

Total increase (decrease) in net asset value      (.22)               .19

Net asset value, end of year                      $10.45           $10.67

Total return<F3>                                    3.54%            8.50%

Ratio to average net assets:
 Net investment income                              5.59%            6.00%
 Total expenses<F4>                                   --               --
 Net expenses                                        .76%             .81%

Portfolio turnover                                    52%              67%


Net assets, end of year (in thousands)             $147,742          189,354

Number of shares outstanding at end of year (in
     thousands)                                     14,137           17,748


<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                              From
                                                              Inception
                                                Year Ended    (March 1, 1994)
                                                December 31,  through Dec. 31,
 Limited-Term Class C Shares                     1995         1994

<S>                                              <C>             <C>   
Net asset value, beginning                       $10.56          $10.70
Income from investment operations
     Net investment income                       .38                .27
     Net realized and unrealized gain (loss)
         on investments                          .13                (.12)
         Total from investment operations        .51                 .15

Distributions from
     Net investment income                       (.39)              (.29)

Total increase (decrease) in net asset value     .12                 (.14)

Net asset value, ending                          $10.68            $10.56

Total return<F3>                                   4.86%             1.43%

Ratio to average net assets
     Net investment income                       3.57%             3.05%(a)

     Total expenses<F4>                          1.35%               --
     Net expenses                                1.34%             1.38%(a)

Portfolio turnover                               33%                 27%

Net assets, ending (in thousands)                $30,057          $31,081

Number of shares outstanding,
ending (in thousands)                            2,814              2,942

<FN>
<F3> Total return is not annualized and does not reflect deduction of Class
A front-end sales charge.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>

(a) Annualized
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
   
Long-Term Portfolio Class A Shares               Year Ended December 31,
                                                 1995              1994
                                                 ========================

<S>                                               <C>             <C>   

Net asset value, beginning of year                $15.83          $17.15
Income from investment operations
     Net investment income                           .95             .93
     Net realized and unrealized gains (loss)
         on investments                             1.53           (1.33)
         Total from investment operations           2.48            (.40)

Distributions from
     Net investment income                          (.91)           (.92)
     Net realized gains                             (.09)             --
                                                    (1.00)          (0.92)
         Total distributions
Total increase (decrease) in net asset value        (1.48)          (1.32)

Net asset value, end of year                        $17.31         $15.83

Total return<F5>                                     16.05%         (2.30)%

Ratio to average net assets:
 Net investment income                                5.71%          5.73%
 Total expenses<F6>                                    .87%            --
 Net expenses                                          .85%           .81%

Portfolio turnover                                      58%            98%

Expenses reimbursed                                      --            --

Net assets, end of year (in thousands)               $57,359        $47,267

Number of shares outstanding at end of year (in        3,314          2,985
     thousands)

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
    
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Long-Term Portfolio Class A Shares                     Year Ended December
                                                               31,
                                                              1993
                                                      ======================

<S>                                                        <C>   

Net asset value, beginning of year                         $16.32
Income from investment operations
     Net investment income                                    .94
     Net realized and unrealized gain (loss) on
         investments                                          .83
         Total from investment operations                    1.77
Distributions from
     Net investment income                                   (.94)
     Net realized gains                                        --
         Total distributions                                 (.94)

Total increase (decrease) in net asset value                  .83
Net asset value, end of year                               $17.15

Total return<F5>                                            11.12%

Ratio to average net assets:
 Net investment income                                       5.59%
 Total expenses<F6>                                            --
 Net expenses                                                 .78%

Portfolio turnover                                             97%

Expenses reimbursed                                             --

Net assets, end of year ( in thousands)                     $55,204

Number of shares outstanding at end of year (in               3,219
     thousands)

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Long-Term Portfolio Class A Shares              Year Ended December 31,
                                                1992              1991
                                                ==========================
                                                ==========================

<S>                                               <C>             <C>   

Net asset value, beginning of year                $16.11          $15.35
Income from investment operations
     Net investment income                           .98             .97
     Net realized and unrealized gain (loss) on
         investments                                 .20             .78
         Total from investment operations           1.18            1.75

Distributions from
     Net investment income                          (.97)           (.99)
     Net realized gains                               --               --
         Total distributions                        (.97)           (.99)

Total increase (decrease) in net asset value         .21             .76

Net asset value, end of year                      $16.32          $16.11

Total return<F5>                                    7.60%          11.77%

Ratio to average net assets:
 Net investment income                              6.06%          6.39%
 Total expenses<F6>                                   --             --
 Net expenses                                        .82%           .78%

Portfolio turnover                                   196%           276%

Expenses reimbursed                                   --             --

Net assets, end of year (in thousands)            $45,665        $43,774

Number of shares outstanding at end of year (in    
     thousands)                                    2,799          2,718

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


Long-Term Portfolio Class A Shares            Year Ended December 31,
                                              1990         1989         1988
                                              ================================

<S>                                           <C>          <C>        <C>    

Net asset value, beginning of year            $15.64       $15.20     $14.75
Income from investment operations
     Net investment income                       .97         1.03       1.01
     Net realized and unrealized gain (loss) on
         investments                            (.27)         .41        .46
         Total from investment operations        .70         1.44       1.47

Distributions from
     Net investment income                      (.99)       (1.00)     (1.02)
     Net realized gains                           --           --         --
         Total distributions                    (.99)       (1.00)     (1.02)

Total increase (decrease) in net asset value    (.29)         .44        .45

Net asset value, end of year                   $15.35      $15.64     $15.20

Total return<F5>                                 4.74%       9.81%     10.27%

Ratio to average net assets:
    Net investment income                        6.60%       6.66%      6.78%
    Total expenses<F6>                            --          --          --
    Net expenses                                 .82%         .85%       .85%

Portfolio turnover                               264%        284%        553%

Expenses reimbursed                               --         --          .04%

Net assets, end of year (in thousands)         $40,182     $46,402     $43,101

Number of shares outstanding at end of
year (in  thousands)                             2,618       2,967       2,835

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

Long-Term Portfolio Class A Shares                 Year Ended December 31,
                                                   1987                1986
                                                   ==========================
                                                   ==========================

<S>                                                <C>                 <C>   

Net asset value, beginning of year                 $16.36              $15.80
Income from investment operations
     Net investment income                           1.15                1.22
     Net realized and unrealized gain (loss) on
         investments                                (1.63)               1.45
         Total from investment operations            (.48)               2.67
Distributions from
     Net investment income                          (1.13)              (1.24)
     Net realized gains                                --                (.87)
         Total distributions                        (1.13)              (2.11)
Total increase (decrease) in net asset value        (1.61)                .56
Net asset value, end of year                        $14.75             $16.36
Total return<F5>                                     (2.96)%            17.43%
Ratio to average net assets:
 Net investment income                                7.32%              7.34%
 Total expenses<F6>                                     --                 --
 Net expenses                                          .83%               .85%

Portfolio turnover                                      77%               146%

Expenses reimbursed                                     --                 --

Net assets, end of year (in thousands)              $49,231            $81,824

Number of shares outstanding at end of year (in      
     thousands)                                      3,338              5,000

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                                               From
                                                               Inception
                                              Year Ended       (March 1, 1994)
                                              December 31      through Dec.31,
Long-Term Class C Shares                      1995             1994


<S>                                           <C>              <C>   

Net asset value, beginning                    $15.72           $16.86

Income from investment operations
     Net investment income                       .78              .58
     Net realized and unrealized gain (loss)
         on investments                         1.46            (1.04)
         Total from investment operations       2.24             (.46)

Distributions from
     Net investment income                      (.74)            (.68)
     Net realized gains                         (.09)               --
         Total distributions                     .83             (.68)

Total increase (decrease) in net asset value    1.41            (1.14)

Net asset value, ending                       $17.13           $15.72

Total return<F5>                               14.51%           (2.24%)

Ratio to average net assets
     Net investment income                      4.34%            3.57%(a)
     Total expenses<F6>                         2.19%              --
     Net expenses                               2.17%            2.55%(a)
     Expenses reimbursed                         --              3.06%(a)

Portfolio turnover                                 58%             98%

Net assets, ending (in thousands)             $1,678              $871

Number of shares outstanding,
ending (in thousands)                             98                55

<FN>
<F5>Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not
audited.
<F6>Effective December 31, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions
were included in the ratio.
</FN>

(a) Annualized
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

Money Market Portfolio

The Money  Market  Portfolio  seeks to earn the highest  level of interest
income  exempt from  federal  income taxes as is  consistent  with prudent
investment  management,  preservation  of  capital,  and the  quality  and
maturity characteristics of the Portfolio.

The Money Market Portfolio  invests  primarily in a diversified  portfolio
of municipal  obligations  whose  interest is exempt from  federal  income
tax.   Municipal   obligations   in  which  the   Portfolio   invests  are
short-term,  fixed and variable rate  instruments  of minimal  credit risk
and of high quality.  The Portfolio  invests in municipal  bonds and notes
and  tax-exempt  commercial  paper within the two highest  credit  ratings
categories  or,  if  unrated,  are  determined  by  the  Advisor  to be of
comparable quality.  Short-term  obligations have remaining  maturities of
one year or less.  The Portfolio  maintains an average  weighted  maturity
of 90 days or less.

Limited-Term Portfolio

The  Limited-Term  Portfolio  seeks to earn the highest  level of interest
income  exempt from  federal  income taxes as is  consistent  with prudent
investment  management,  preservation  of  capital,  and the  quality  and
maturity characteristics of the Portfolio.

The Limited-Term  Portfolio invests  primarily in a diversified  portfolio
of municipal  obligations  with interest  exempt from federal  income tax.
Municipal  obligations  in which  the  Portfolio  invests  are  fixed  and
variable  rate  investment-grade  (medium and higher)  obligations.  Fixed
rate investments are limited to obligations  with remaining  maturities of
3 years or less; variable rate investments may have longer maturities.

Long-Term Portfolio

The  Long-Term  Portfolio  seeks to earn  the  highest  level of  interest
income  exempt from  federal  income taxes as is  consistent  with prudent
investment  management,  preservation  of  capital,  and the  quality  and
maturity characteristics of the Portfolio.

The Long-Term  Portfolio invests  primarily in a diversified  portfolio of
long term,  investment-grade municipal obligations,  the interest of which
is exempt from federal  income tax.  Investments  by the Portfolio are not
limited as to remaining maturities.

Municipal Obligations

Municipal  obligations in which the Limited- and Long-Term  Portfolios may
invest  include,  but are not  limited  to  general  obligation  bonds and
notes   of  state   and   local   issuers,   revenue   bonds  of   various
transportation,  housing,  utilities (e.g., water and sewer), hospital and
other   state  and  local   government   authorities,   tax  and   revenue
anticipation  notes and bond anticipation  notes,  municipal  leases,  and
certificates of  participation  therein,  and private  activity bonds. See
further description below and the Statement of Additional Information.

Credit Quality

The credit  quality of municipal  obligations  is  determined by reference
to  a  commercial  credit  rating  service,   such  as  Moody's  Investors
Service,  Inc. or Standard & Poor's  Corporation.  If an instrument is not
rated,  credit quality is determined by the Advisor under the  supervision
of the Board of Trustees.  Investment  grade,  as  determined  by a NRSRO, is
currently  defined as the top four rating  categories,  i.e.,  AAA/Aaa, AA/Aa,
A, and BBB/Baa. Though still investment  grade,  securities rated BBB/Baa 
possess certain  speculative  elements  and  are  generally  more  susceptible 
to changing  market  conditions.  There is no limitation on the percentage of
each  Portfolio's  assets  that may be  invested  in unrated  obligations;
such  obligations may be less liquid than rated  obligations of comparable
quality.  The  ratings  used  by  these  services  are  described  in  the
Appendix to the Statement of Additional Information.

Variable Rate Obligations

Each  Portfolio  may invest in variable  rate  obligations.  Variable rate
obligations  have a yield that is adjusted  periodically  based on changes
in the level of  prevailing  interest  rates.  Floating  rate  obligations
have an interest  rate fixed to a known  lending  rate,  such as the prime
rate,  and  are  automatically  adjusted  when  the  known  rate  changes.
Variable  rate  obligations  lessen  the  capital   fluctuations   usually
inherent  in  fixed  income  investments.  This  diminishes  the  risk  of
capital  depreciation  of  investment   securities  in  a  Portfolio  and,
consequently,  of Portfolio  shares.  However,  if interest rates decline,
the yield of the invested  Portfolio  will decline,  causing the Portfolio
and its  shareholders to forego the  opportunity for capital  appreciation
of the Portfolio's investments and of their shares.
<PAGE>

Demand Notes

Each  Portfolio  may invest in  floating  rate and  variable  rate  demand
notes.  Demand  notes  provide  that the holder may demand  payment of the
note at its par  value  plus  accrued  interest  by  giving  notice to the
issuer.  To ensure the  ability  of the issuer to make  payment on demand,
the note may be supported by an unconditional bank letter of credit.

Interest-Rate Risk

All fixed income  instruments are subject to interest-rate  risk; that is,
if the market  interest rates rise, the current  principal value of a bond
will decline.

Municipal Leases - Money Market Portfolio

The  Money  Market   Portfolio  may  invest  in  structured  money  market
instruments,   where  the  underlying   security  is  a  municipal  lease.
Generally,  such  instruments  are  structured  as  tax-exempt  commercial
paper or  variable  rate demand  notes,  and are  typically  secured by an
unconditional  letter of credit.  In the unlikely event that the letter of
credit is not honored,  the lease would  present  special  risks,  such as
the chance that the  municipality  might not  appropriate  funding for the
lease  payments.  Thus, the Advisor  considers risk of cancellation in its
investment  analysis.  Certain leases may be considered  illiquid.  In all
cases,   the  Money  Market   Portfolio   invests  only  in   high-quality
instruments  (rated in one of the two  highest  rating  categories,  or if
unrated,  of comparable  credit quality) that meet the requirements of SEC
Rule 2a-7  regarding  credit  quality and  maturity.  See the Statement of
Additional Information.

Municipal Leases - Limited-Term and Long-Term Portfolios

The  Limited-Term  and  Long-Term   Portfolios  may  invest  in  municipal
leases.   A  municipal   lease  is  an   obligation  of  a  government  or
governmental  authority,  not subject to voter  approval,  used to finance
capital  projects or equipment  acquisitions  and payable through periodic
rental  payments.  There are  additional  risks  inherent in  investing in
this type of municipal  security.  Unlike municipal notes and bonds, where
a  municipality  is  obligated  by  law to  make  interest  and  principal
payments when due,  funding for lease  payments  needs to be  appropriated
each fiscal year in the budget.  It is possible that a  municipality  will
not appropriate  funds for lease payments.  The Advisor  considers risk of
cancellation  in its  investment  analysis.  The  Portfolio  may  purchase
unrated municipal leases.  The Advisor,  under supervision of the Board of
Trustees,  is  responsible  for  determining  the  credit  quality of such
leases,  on an ongoing basis.  The Limited- and Long-Term  Portfolios will
invest   only  in   municipal   leases   that  meet  its  credit   quality
restrictions.  Certain  municipal  leases may be  considered  illiquid and
subject to the  Portfolios'  limit on illiquid  investments.  The Board of
Trustees has  established  guidelines for  determining  whether a lease is
illiquid.  See the  Statement of  Additional  Information  for the factors
considered by the Board in determining liquidity and valuation of leases.

When-Issued Purchases

New issues of municipal  obligations  are offered on a when-issued  basis;
that is,  delivery and payment for the  securities  normally take place 15
to 45 days after the date of the transaction.  The payment  obligation and
the yield that will be  received on the  securities  are each fixed at the
time the buyer enters into the  commitment.  The Portfolios will only make
commitments  to purchase these  securities  with the intention of actually
acquiring  them, but may sell these  securities  before the
settlement  date if it is  deemed  advisable  as a  matter  of  investment
strategy.

Temporary Investments

For  liquidity  purposes or pending the  investment of the proceeds of the
sale of its shares,  the  Portfolios may invest in and derive up to 20% of
its  income  from  taxable   short-term  money  market  type  investments.
Interest  earned from such taxable  investments  will be taxable to you as
ordinary income unless you are otherwise exempt from taxation.

Financial Futures, Options, and Other Investment Techniques

The  Long-Term  Portfolio  can  use  various  techniques  to  increase  or
decrease its exposure to changing  security  prices,  interest  rates,  or
other factors that affect security  values.  These  techniques may involve
derivative  transactions  such as buying and  selling  options and futures
contracts  and  leveraged  notes,  entering  into  swap  agreements,   and
purchasing  indexed  securities.  The  Portfolio  can use these  practices
either as  substitution  or as  protection  against an adverse move in the
Long-Term  Portfolio to adjust the risk and return  characteristics of the
Portfolio.   If  the  Advisor  judges  market  conditions  incorrectly  or
employs a  strategy  that  does not  correlate  well with the  Portfolio's
investments,  or if the  counterparty to the transaction  does not perform
as promised,  these  techniques  could result in a loss.  These techniques
may increase the  volatility of a fund and may involve a small  investment
of cash  relative to the magnitude of the risk  assumed.  Any  instruments
determined  to be illiquid are subject to the  Long-Term  Portfolio's  10%
restriction  on  illiquid  securities.  See  below  and the  Statement  of
Additional Information for more details about these strategies.
<PAGE>

The  Long-Term  Portfolio  buys  certain  financial  futures  contracts to
hedge its investments in municipal bonds.

Under  certain  circumstances,  the  Long-Term  Portfolio may purchase and
sell certain  financial  futures  contracts and certain options on futures
contracts.  A  financial  futures  contract  obligates  the  seller  of  a
contract to deliver -- and the  purchaser  of a contract to take  delivery
of -- the type of financial  instrument  covered by the  contract.  In the
case of index-based  futures  contracts,  the obligation is in the form of
a cash settlement at a specific time for a specific price.

The Long-Term  Portfolio may only engage in futures  transactions  for the
purpose of hedging its  investments  in municipal  bonds against  declines
in value  and to hedge  against  increases  in the cost of  securities  it
intends to purchase.  A sale of financial  futures contracts may provide a
hedge  against a  decline  in the value of  portfolio  securities  because
such  depreciation  may be offset,  in whole or in part, by an increase in
the  value  of  the  position  in  the  futures  contracts.  Similarly,  a
purchase of financial  futures  contracts  may provide a hedge  against an
increase  in the cost of  securities  intended  to be  purchased,  because
such  appreciation  may be offset,  in whole or in part, by an increase in
the value of the position in the futures contracts.

Types of futures contracts purchased

The Long-Term  Portfolio  intends to deal in futures  contracts based upon
The Bond Buyer  Municipal  Bond  Index,  a  price-weighted  measure of the
market  value  of 40  large,  recently-issued  tax-exempt  bonds,  and  to
engage  in  transactions  in  exchange-listed  futures  contracts  on U.S.
Treasury   securities.   The  Long-Term   Portfolio  may  also  engage  in
transactions  in other  futures  contracts,  such as futures  contracts on
other  municipal  bond indexes that become  available,  if the  investment
advisor  believes  such  contracts  would be  appropriate  for hedging its
investments in municipal bonds.

When  the  Long-Term  Portfolio  purchases  a  futures  contract,  it will
maintain an amount of cash,  cash  equivalents  (for  example,  commercial
paper and daily tender  adjustable  notes) or short-term  high grade fixed
income  securities  in a segregated  account with its  custodian,  so that
the  segregated  amount  plus the amount of initial and  variation  margin
held in the account of its broker  equals the market  value of the futures
contract,  thereby  ensuring  that  the use of such  futures  contract  is
unleveraged.  It is not  anticipated  that  transactions  in futures  will
have the effect of increasing portfolio turnover.

Closing out a futures position - Risks

The Long-Term  Portfolio may close out its position in a futures  contract
or an option on a futures  contract  only by entering  into an  offsetting
transaction  on the  exchange on which the position  was  established  and
only if there is a liquid  secondary market for the futures  contract.  If
it is not  possible  to  close  a  futures  position  entered  into by the
Long-Term  Portfolio,  it could be required to make continuing  daily cash
payments of variation margin in the event of adverse price  movements.  In
such  situations,  if the Long-Term  Portfolio has  insufficient  cash, it
may have to sell  portfolio  securities  to meet  daily  variation  margin
requirements  at a time  when it would be  disadvantageous  to do so.  The
inability  to close  futures  or options  positions  could have an adverse
effect on the Long-Term  Portfolio's  ability to hedge effectively.  There
is also risk of loss by the  Portfolio of margin  deposits in the event of
bankruptcy  of a broker  with  whom the  Long-Term  Portfolio  has an open
position  in  a  futures  contract.  The  success  of a  hedging  strategy
depends on the  Advisor's  ability to predict  the  direction  of interest
rates and other economic  factors.  The  correlation is imperfect  between
movements  in  the  prices  of  futures  or  options  contracts,  and  the
movements of prices of the securities  which are subject to the hedge.  If
the  Long-Term  Portfolio  used a futures  or  options  contract  to hedge
against a  decline  in the  market,  and the  market  later  advances  (or
vice-versa),  the  Portfolio  may suffer a greater loss than if it had not
hedged.

Please  refer  to  the  Long-Term   Portfolio's  Statement  of  Additional
Information for further information on financial futures contracts.

Other Policies - Money Market, Limited- and Long-Term Portfolios

Each   Portfolio  may   temporarily   borrow  money  from  banks  to  meet
redemption  requests,  but such  borrowing may not exceed 10% of the value
of its total  assets.  Each  Portfolio  has  adopted  certain  fundamental
investment  restrictions  which are  discussed in detail in its  Statement
of  Additional  Information.  Unless  specifically  noted  otherwise,  the
investment  objective,  policies and  restrictions  of each  Portfolio are
fundamental and may not be changed without shareholder approval.
<PAGE>

YIELD AND TOTAL RETURN

Yield refers to income generated by an investment over a period of time
for each class

The Money Market  Portfolio may advertise  "yield" and  "effective  yield"
for each class (see  "Management  of the Fund").  Yield  figures are based
on   historical   earnings  and  are  not  intended  to  indicate   future
performance.  The  "yield"  of the Money  Market  Portfolio  refers to the
actual  income  generated  by  an  investment  in  the  Portfolio  over  a
particular base period,  stated in the  advertisement.  If the base period
is less  than one year,  the  yield  will be  "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  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.

Limited- and Long-Term Portfolios

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

Taxable Equivalent Yield - Money Market, Limited- and Long-Term
Portfolios

Each  Portfolio  may  advertise  its "taxable  equivalent  yield" for each
class.  The  taxable  equivalent  yield is the  yield  that  you  would be
required  to obtain  from  taxable  investments  to equal the yield of the
class,  all or a  portion  of which  may be  exempt  from  federal  income
taxes.  The taxable  equivalent yield is computed by taking the portion of
the yield  exempt from  regular  federal  income tax and  multiplying  the
exempt  yield by a factor based on a stated  income tax rate,  then adding
the portion of the yield that is not exempt from  regular  federal  income
tax. The factor that is used to  calculate  the taxable  equivalent  yield
is the  reciprocal  of the  difference  between  one  and  the  applicable
income tax rate, which will be stated in the advertisement.

The Limited- and Long-Term Portfolios may advertise total return for
each class. Total return is based on historical results and is not
intended to indicate future performance.

   
Total  return is  calculated  separately  for each class.  It includes not
only the  effect  of  income  dividends  but also any  change in net asset
value,  or principal  amount,  during the stated period.  The total return
for each class shows its  overall  change in value,  including  changes in
share  price  and  assuming  all  of  the   dividends   and  capital  gain
distributions  are  reinvested.  A cumulative  total  return  reflects the
performance  over a stated period of time. An average  annual total return
("return with maximum load" reflects the  hypothetical  annual  compounded
return that would have  produced the same  cumulative  total return if the
performance  had been constant  over the entire  period.  Because  average
annual  returns tend to smooth out  variations in the returns,  you should
recognize  that  they are not the  same as  actual  year-by-year  results.
Both types of total  return for Class A shares  usually  will  include the
effect of paying the  front-end  sales  charge.  Of course,  total returns
will be higher if sales  charges  are not taken into  account.  Quotations
of "return  without  maximum  load" do not reflect  deduction of the sales
charge.  You should  consider these return figures only if you qualify for
a reduced sales  charge,  or for purposes of  comparison  with  comparable
figures  which also do not  reflect  sales  charges,  such as mutual  fund
averages   compiled   by  Lipper   Analytical   Services,   Inc.   Further
information  about the Portfolio's  performance is contained in its Annual
Report to Shareholders, which may be obtained without charge.
    

MANAGEMENT OF THE FUND

The Board of Trustees supervises Portfolio activities and reviews its
contracts with companies that provide it with services.

The Portfolios are series of Calvert  Tax-Free  Reserves (the "Fund"),  an
open-end  management  investment  company,   organized  as  a
Massachusetts  business  trust on October 20, 1980. The series of the Fund
include the Money  Market  Portfolio,  Limited-Term  Portfolio,  Long-Term
Portfolio,  California Money Market  Portfolio,  and the Vermont Municipal
Portfolio.

   
The  Money  Market  Portfolio  offers  two  classes  of  shares,  Class O,
described  in and  offered  by this  Prospectus,  and  Class MMP (CTFR MMP
Shares),  offered by the Calvert Tax-Free  Reserves Money Market Class MMP
Prospectus.  The two classes represent  interests in the same portfolio of
investments   and  are  identical  in  all  respects,   except:   (a)  the
Distribution  Plan expenses are payable only by the Class MMP shares;  (b)
the classes  may have  different  transfer  agency  fees;  (c) postage and
delivery,  printing and stationery expenses will be separately  allocated;
(d) the  classes  will have  different  dividend  rates due  solely to the
effects of (a)  through  (c) above;  and (e) only the Class MMP shares may
vote on matters which pertain to the  Distribution  Plan. Class MMP Shares
are offered primarily to clients of broker-dealers.
    

The Fund is not  required to hold annual  shareholder  meetings for any of
the  Portfolios,  but special  meetings may be called for such purposes as
electing   Trustees,   changing   fundamental   policies,   and  approving
management  contracts.  As a  shareholder,  you  receive one vote for each
share of a Portfolio  you own,  except that matters  affecting  Portfolios
or  classes  differently,  such as  Distribution  Plans,  will be voted on
separately by the affected Portfolio(s) or class(es).
<PAGE>

Portfolio Managers

   
Investment  selections for the Limited- and Long-Term  Portfolios are made
by David R.  Rochat and Reno J.  Martini.  Mr.  Rochat is a  Director  and
Senior Vice President of Calvert Asset  Management  Company,  Inc. He is a
Trustee/Director  and Senior Vice  President of First  Variable Rate Fund,
Calvert  Tax-Free  Reserves,  Money Management Plus, The Calvert Fund, and
Calvert  Municipal  Fund,  Inc., and is primarily  responsible for setting
the  investment  strategy of the  trading  department,  utilizing  over 20
years' experience in the securities and investment  community.  Mr. Rochat
joined  Calvert  Group  in  1981  after   establishing  and  managing  the
municipal  bond  department at Donaldson,  Lufkin,  & Jenrette  Securities
Corporation.  Mr. Martini,  a Director of Calvert Group,  Ltd., and Senior
Vice President and Chief  Investment  Officer of Calvert Asset  Management
Company,  Inc.,  oversees  management of all Calvert Group portfolios.  He
has  extensive   experience  in  evaluating   and   purchasing   municipal
securities.
    

Calvert Group is one of the largest investment management firms in
Washington, D.C. area.

   
Calvert Group,  Ltd.,  parent of the Fund's investment  advisor,  transfer
agent,  and  distributor,  is a subsidiary of Acacia Mutual Life Insurance
Company  of  Washington,   D.C.  Calvert  Group  is  one  of  the  largest
investment  management firms in the Washington,  D.C. area. Calvert Group,
Ltd. and its  subsidiaries  are located at 4550 Montgomery  Avenue,  Suite
1000N,  Bethesda,  Maryland 20814. As of December 31, 1995,  Calvert Group
managed and  administered  assets in excess of $4.8  billion and more than
200,000 shareholder and depositor accounts.
    

Calvert Asset Management serves as Advisor to the Fund.

   
Calvert  Asset  Management  Company,  Inc.  (the  "Advisor") is the Fund's
investment  advisor.   The  Advisor  provides  the  Fund  with  investment
supervision  and  management,  administrative  services and office  space;
furnishes  executive  and  other  personnel  to the  Fund;  and  pays  the
salaries  and  fees of all  Trustees  who are  affiliated  persons  of the
Advisor.  The  Advisor may also  assume and pay  certain  advertising  and
promotional  expenses  of the Fund and  reserves  the right to  compensate
broker-dealers   in  return  for  their   promotional  or   administrative
services.  For its  services  during  fiscal  year 1995,  the  Advisor was
entitled to receive,  pursuant to the Investment Advisory  Agreement,  and
did  receive,  a fee  equal  to  0.45%  of the  Money  Market  Portfolio's
average  net assets,  0.59% of the  Limited-Term  Portfolio's  average net
assets, and 0.60% of the Long-Term Portfolio's average net assets.
    

Calvert Administrative Services Company provides administrative services
for the Fund.

Calvert  Administrative  Services  Company  ("CASC"),  an affiliate of the
Advisor,  has been  retained  by  Calvert  Tax-Free  Reserves  to  provide
certain  administrative  services necessary to the conduct of its affairs,
including the preparation of regulatory  filings and shareholder  reports,
the daily  determination  of its net asset value per share and  dividends,
and the maintenance of its portfolio and general accounting  records.  For
providing such services,  CASC receives a total fee from Calvert  Tax-Free
Reserves of $200,000 per year,  allocated  among the  Portfolios  based on
assets.

Calvert Distributors, Inc. serves as underwriter to market the Fund's
shares.

Calvert  Distributors,  Inc. ("CDI") is the Fund's  principal  underwriter
and distributor.  Under the terms of its  underwriting  agreement with the
Fund,  CDI markets and  distributes  the Fund's shares and is  responsible
for  preparation of  advertising  and sales  literature,  and printing and
mailing of prospectuses to prospective investors.

The transfer agent keeps your account records.

Calvert  Shareholder  Services,  Inc.  is the  Fund's  transfer,  dividend
disbursing and shareholder servicing agent.
<PAGE>

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Portfolios in several ways which are described
here and in the chart on page __.

An account  application  accompanies  this  prospectus.  A  completed  and
signed  application is required for each new account you open,  regardless
of the method you choose for making your  initial  investment.  Additional
forms  may  be  required  from  corporations,  associations,  and  certain
fiduciaries.  If you have any questions or need extra  applications,  call
your broker,  or Calvert Group at  800-368-2748.  Be sure to specify which
class you wish to purchase.

Limited-Term and Long-Term Portfolios
Alternative Sales Options

The  Limited-Term  and  Long-Term  Portfolios  each  offer two  classes of
shares:

Class A Shares - Front End Load Option

Class A shares  are sold  with a  front-end  sales  charge  at the time of
purchase.  Class A shares are not subject to a sales  charge when they are
redeemed.

Class C shares - Level Load Option

Class C shares  are sold  without a sales  charge at the time of  purchase
or redemption.

Class C shares have higher expenses

Each  Portfolio  bears  some of the  costs of  selling  its  shares  under
Distribution  Plans  adopted with  respect to its Class C shares  pursuant
to Rule 12b-1 under the 1940 Act. The Class C  Distribution  Plan provides
for the  payment of an annual  distribution  fee to CDI of up to 0.30% for
the  Limited-Term  Portfolio and up to 0.75% for the Long-Term  Portfolio,
plus a  service  fee of up to  0.25%,  for a total  of  0.55%  and  1.00%,
respectively, of the average daily net assets.

Considerations for deciding which class of shares to buy

Income  distributions  for Class A shares  will  probably  be higher  than
those  for  Class C  shares,  as a  result  of the  distribution  expenses
described  above.  (See also "Yield and Total Return.") The Class A Shares
of the  Limited-Term  Portfolio have not adopted a Distribution  Plan. You
should  consider  Class A shares if you qualify for a reduced sales charge
under  Class A or if you plan to hold the shares for  several  years.  The
Portfolios  will not  normally  accept any  purchase  of Class C shares in
the amount of $1,000,000 or more.

Class A Shares - Limited-Term Portfolio

Class A shares are  offered  at net asset  value  plus a  front-end  sales
charge as follows:

<TABLE>
<CAPTION>

Amount of                                                     Allowed to
Investment                 As a % of        As a % of         Dealers as of
                           offering         net amount        a % of offering
                            price           invested          price

<S>                        <C>              <C>               <C>   

Less than $50,000          2.00%            2.04%             1.50%
$50,000 but less
than $100,000              1.50%            1.52%             1.1125%
$100,000 but less
than $250,000              1.1125%          1.14%             0.90%
$250,000 but less
than $500,000              1.00%            1.01%             0.80%
$500,000 but less
than $1,000,000            0.80%            0.81%             0.70%
$1,000,000 and over        0.00%            0.00%             0.25%*

Class A Shares - Long-Term Portfolio

Class A shares are offered at net asset value plus a front-end sales
charge as follows:
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Amount of                  As a % of        As a % of         Allowed to
Investment                 offering         net amount        Dealers as a %
                           price            invested          of offering price

<S>                        <C>              <C>               <C>   
Less than $50,000          3.75%            3.90%             3.00%
$50,000 but less
than $100,000              3.00%            3.09%             2.25%
$100,000 but less
than $250,000              2.25%            2.30%             1.75%
$250,000 but less
than $500,000              1.75%            1.78%             1.25%
$500,000 but less
than $1,000,000            1.00%            1.01%             0.80%
$1,000,000 and over        0.00%            0.00%             0.25%*

   
**For new  investments  (new purchases but not exchanges) of $1 million or
more a  broker-dealer  will have the choice of being  paid a finder's  fee
by CDI in one of the following  methods:  (1) CDI may pay  broker-dealers,
on a  monthly  basis  for  12  months,  an  annual  rate  of up to  0.30%.
Payments   will   be   made   less   redemptions;   or  (2)  CDI  may  pay
broker-dealers  0.25%  of  the  amount  of  the  purchase;   however,  CDI
reserves  the  right to  recoup  any  portion  of the  amount  paid to the
dealer if the  investor  redeems  some or all of the shares from the Funds
within  thirteen  months  of the  time  of  purchase.  Quarterly  trailing
compensation will begin in the thirteenth month.
    
</TABLE>

Sales  charges on Class A shares may be reduced or  eliminated  in certain
cases. See Exhibit A to this prospectus.

The  sales  charge  is paid to CDI,  which  in turn  normally  reallows  a
portion to your  broker-dealer.  Upon written  notice to dealers with whom
it has  dealer  agreements,  CDI may  reallow  up to the  full  applicable
sales  charge.  Dealers to whom 90% or more of the entire  sales charge is
reallowed may be deemed to be  underwriters  under the  Securities  Act of
1933.

In  addition  to any sales  charge  reallowance,  your  broker-dealer,  or
other  financial   service  firm  through  which  your  account  is  held,
currently  will be paid  periodic  service fees at an annual rate of up to
0.15% for the  Limited-Term  Portfolio  and, for the Long-Term  Portfolio,
up to 0.25% of the  average  daily net asset  value of Class A shares held
in accounts maintained by that firm.

Class A Distribution Plan

   
The Long-Term  Portfolio has adopted a  Distribution  Plan with respect to
its Class A shares (the "Class A Distribution  Plan"),  which provides for
payments,  which are  currently  limited to 0.25%  annually of the average
daily net asset value of Class A shares,  to pay expenses  associated with
the  distribution  and  servicing  of Class A shares.  Amounts paid by the
Fund  to CDI  under  the  Class A  Distribution  Plan  are  used to pay to
dealers and  others,  including  CDI  salespersons  who service  accounts,
service  fees at an annual  rate of up to 0.25% of the  average  daily net
asset  value  of  Class A  shares,  and to pay CDI for its  marketing  and
distribution  expenses,  including,  but not  limited to,  preparation  of
advertising  and  sales   literature  and  the  printing  and  mailing  of
prospectuses  to prospective  investors.  During the 1995 fiscal year, the
Long-Term  Portfolio paid Class A  Distribution  Plan expenses of 0.17% of
average net assets.
    

Class C Shares - Limited-Term and Long-Term Portfolios

Class C shares are not available  through all dealers.  Class C shares are
offered  at net  asset  value,  without  a  front-end  sales  charge  or a
contingent  deferred sales charge.  Class C expenses are higher than those
of Class A.

Class C Distribution Plan

   
The  Limited-Term  and Long-Term  Portfolios  have adopted a  Distribution
Plan with  respect  to their  Class C shares  (the  "Class C  Distribution
Plan"),  which  provides for payments at an annual rate of up to 0.55% for
the  Limited-Term  Portfolio,  and,  for the  Long-Term  Portfolio,  up to
1.00% of the  average  daily  net asset  value of Class C  shares,  to pay
expenses of the  distribution  and  servicing  of Class C shares.  Amounts
paid by the Fund under the Class C  Distribution  Plan are currently  used
by CDI to pay  dealers  and  other  selling  firms  dealer-paid  quarterly
compensation  at an  annual  rate  of up to  0.55%  for  the  Limited-Term
Portfolio,  and,  for the  Long-Term  Portfolio,  up to  1.00%,  which may
include a service  fee as  described  above  under  "Class A  Distribution
Plan" of up to 0.25% of the average  daily net asset value of the accounts
maintained  by  that  firm.   For  the  1995  fiscal  year,  the  Class  C
Distribution  Plan expenses for the Limited-Term and Long-Term  Portfolios
were 0.55% and 1.00% of average net assets, respectively.
    

Arrangements with Broker-Dealers and Others (all classes)

CDI may also pay additional  concessions,  including non-cash  promotional
incentives,   such  as   merchandise  or  trips,   to  dealers   employing
registered  representatives  who  have  sold  or are  expected  to  sell a
minimum  dollar  amount of shares of the Fund and/or shares of other Funds
underwritten  by CDI.  CDI may make  expense  reimbursements  for  special
training  of  a  dealer's  registered   representatives,   advertising  or
equipment,  or  to  defray  the  expenses  of  sales  contests.   Eligible
marketing  and  distribution  expenses may be paid  pursuant to the Fund's
Rule 12b-1 Distribution Plan.

Dealers or others may receive  different levels of compensation  depending
on which class of shares they sell.  Payments  pursuant to a  Distribution
Plan are included in the operating expenses of the class.

Each of the Distribution Plans may be terminated at any time by a vote
of the Independent Trustees or by vote of a majority of the outstanding
voting shares of the respective class.

<PAGE>

                            HOW TO BUY SHARES
              BE SURE TO SPECIFY WHICH CLASS YOU ARE BUYING

Method            New Accounts                  Additional Investments


By Mail          $2,000 minimum                 $250 minimum
                 Please make your check         Please make your check          
                 payable to the appropriate     payable to the appropriate      
                 Portfolio and mail it with     Portfolio and mail it with
                 your application to:           your Investment slip to:       
                                                 
                                                                  
                                                                              
                  Calvert Group                  Calvert Group                
                  P.O. Box 419544                P.O. Box 419739            
                  Kansas City, MO                Kansas City, MO          
                  64141-6544                     64141-6739              
                                     
                                                              
By Registered, certified, or Overnight Mail:
                                    
                                   

                  Calvert Group                 Calvert Group         
                  c/o NFDS, 6th Floor           c/o NFDS, 6th Floor
                  1004 Baltimore                1004 Baltimore     
                  Kansas City, MO               Kansas City, MO 
                  64105-1807                    64105-1807         

                                   

Through Your 
  Broker          $2,000 minimum               $250 minimum



At the Calvert    Visit the Calvert Branch Office to
                  make investments by check.
Branch Office     See back cover page for the address.

FOR ALL OPTIONS BELOW, PLEASE CALL YOUR BROKER, OR CALVERT GROUP AT
800-368-2745

By Exchange       $2,000 minimum               $250 minimum

(From your account in another Calvert Group Fund)

When opening an account by exchange, your new account must be
established with the same name(s), address and taxpayer identification
number as your existing Calvert account.


By Bank Wire      $2,000 minimum               $250 minimum


By Calvert Money  Not Available for            $50 minimum


Controller*       Initial Investment

*Please allow sufficient time for Calvert Group to process your initial
request for this service, normally 10 business days. The maximum
transaction amount is $300,000, and your purchase request must be
received by 4:00 p.m. Eastern time.
<PAGE>

NET ASSET VALUE

Net asset value per share  ("NAV")  refers to the worth of one share.  NAV
is  calculated at the close of each business  day,  which  coincides  with
the  closing  of the  regular  session  of the  New  York  Stock  Exchange
(normally 4:00 p.m.  Eastern  time).  The Portfolios are open for business
each day the New York Stock  Exchange is open.  All purchases of Portfolio
shares  will be  confirmed  and  credited  to  your  account  in full  and
fractional  shares  (rounded to the nearest 1/100 of a share for the Money
Market  Portfolio  and to 1/1000 of a share for the Limited- and Long-Term
Portfolios).  The Money Market  Portfolio  may send monthly  statements in
lieu of immediate confirmations of purchases and redemptions.

The Money Market Portfolio shares are sold without a sales charge.

Money Market  Portfolio:  NAV is computed by adding the value of the Money
Market  Portfolio's  investments  plus  cash and other  assets,  deducting
liabilities  and  then  dividing  the  result  by  the  number  of  shares
outstanding.  The  Portfolio's  securities  are  valued  according  to the
"amortized  cost" method,  which is intended to stabilize the NAV at $1.00
per share.

Limited-Term  and  Long-Term  Portfolios:  NAV is  computed  by adding the
value  of  all   portfolio   holdings,   plus  other   assets,   deducting
liabilities  and  then  dividing  the  result  by  the  number  of  shares
outstanding.  Portfolio  securities  and other  assets are valued based on
market  quotations,  except that  securities  maturing  within 60 days are
valued at amortized  cost. If  quotations  are not  available,  securities
are  valued by a method  that the Board of  Trustees  believes  accurately
reflects fair value.

WHEN YOUR ACCOUNT WILL BE CREDITED

Before you buy shares, please read the following information to make
sure your investment is accepted and credited properly.

   
All of your  purchases  must be made in U.S.  dollars  and checks  must be
drawn on U.S.  banks.  No cash will be  accepted.  The Fund  reserves  the
right to  suspend  the  offering  of  shares  for a  period  of time or to
reject any specific  purchase  order.  If your check does not clear,  your
purchase  will be  canceled  and you will be  charged a $10 fee plus costs
incurred by the  Portfolio.  When you  purchase  by check or with  Calvert
Money  Controller,  those funds will be on hold for up to 10 business days
from  the  date  of  receipt.   During  that   period,   the  proceeds  of
redemptions  against those funds will be held until the transfer  agent is
reasonably  satisfied  that  the  purchase  payment  has  been  collected.
Drafts  written on the Money Market  Portfolio  against such funds will be
returned for uncollected  funds. To avoid this collection  period, you can
wire federal funds from your bank, which may charge you a fee.
    

Money Market Portfolio

   
Your  purchase will be processed at the net asset value  calculated  after
your order is received and accepted.  The  Portfolio  attempts to maintain
a  constant  net  asset  value of $1.00 per  share.  Except in the case of
telephone  orders,  investors  whose payments are received in or converted
into  federal  funds by 12:30  p.m.  Eastern  time by the  custodian  will
receive  the  dividend  declared  that  day.  If  your  wire  purchase  is
received  after 12:30 p.m.  Eastern time,  your account will begin earning
dividends on the next  business  day. A telephone  order placed to Calvert
Institutional  Marketing  Services by 12:30 p.m.  Eastern time will become
effective at the price  determined  at 5 p.m.  Eastern time and the shares
purchased  will receive the  dividend  declared on Fund shares that day if
federal  funds are  received  by the  custodian  by 5 p.m.  Eastern  time.
Exchanges  begin  earning  dividends  the  next  business  day  after  the
exchange  request is received by mail or by telephone.  If the purchase is
by check and is received by 4 p.m.  Eastern  time,  it will begin  earning
dividends the next business day.  Check  purchases  received at the branch
location  will be  credited  the next  business  day.  Any check  purchase
received without an investment slip may cause delayed crediting.
    


Limited-Term and Long-Term Portfolios

   
Your purchase  will be processed at the next  offering  price based on the
next net  asset  value  calculated  for each  class  after  your  order is
received and  accepted.  If your  purchase is made by wire or exchange and
is received by 4:00 p.m. Eastern  time, your  account will be credited
on the day of  receipt.  If your  purchase  is  received  after  4:00 p.m.
Eastern time, it will be credited the next business day.  Check  purchases
received at the branch  location  will be credited the next  business day.
Any check purchase  received  without an investment slip may cause delayed
crediting.

Certain financial  institutions or  broker-dealers  that have entered into
a sales  agreement  with the  Distributor  may  enter  confirmed  purchase
orders on behalf of  customers by phone,  with payment to follow  within a
number of days of the order as  specified  by the  program.  If payment is
not received in the time  specified,  the financial  institution  could be
held liable for resulting fees or losses.
    


EXCHANGES

You may exchange shares of Portfolio for shares of the same class of
other Calvert Group Funds.

If your investment  goals change,  the Calvert Group Family of Funds has a
variety of  investment  alternatives  that  includes  common  stock funds,
tax-exempt  and  corporate  bond  funds,   and  money  market  funds.  The
exchange  privilege  is a  convenient  way to buy shares in other  Calvert
Group  Funds in order to  respond  to  changes  in your goals or in market
conditions.  Before you make an exchange from a Fund or Portfolio,  please
note the following:

   
Each exchange represents the sale of shares of one Fund and the purchase
of shares of another. Thus, you could realize a taxable gain or loss.
    

o        Call  your  broker or a Calvert  representative  for  information
and a  prospectus  for any of  Calvert's  other Funds  registered  in your
state.  Read the  prospectus of the Fund or Portfolio  into which you want
to exchange for relevant information, including class offerings.


o        Complete and sign an  application  for an account in that Fund or
Portfolio,  taking care to register  your new account in the same name and
taxpayer  identification  number  as  your  existing  Calvert  account(s).
Exchange  instructions  may  then  be  given  by  telephone  if  telephone
redemptions  have been  authorized  and the shares are not in  certificate
form.

o        Shares on which you have  already  paid a sales charge at Calvert
Group and shares acquired by  reinvestment of dividends and  distributions
may be exchanged into another Fund at no additional charge.

o        Limited-Term  and Long-Term  Portfolios:  To protect  performance
and to minimize costs,  Calvert Group discourages  frequent  exchanges and
may prohibit  additional  purchases of Portfolio shares by persons engaged
in too many short-term  trades.  Shareholders (and those managing multiple
accounts) who make two purchases  and two exchange  redemptions  of shares
of the same Fund or  Portfolio  during any  6-month  period  will be given
written  notice  that  they  may  be  prohibited  from  making  additional
investments.  These policies do not prohibit you from redeeming  shares of
the Funds and do not apply to trades solely among money market funds.


   
For  purposes of the exchange  privilege,  effective  July 31,  1996,  the
Fund is related to Summit Cash Reserves  Fund by  investment  and investor
services.  Each  Portfolio reserves  the  right to  terminate  or  modify  the
exchange privilege in the future with 60 days' written notice.
    

<PAGE>

OTHER CALVERT GROUP SERVICES


Calvert Information Network

24 hour yield and prices

Calvert Group has a  round-the-clock  telephone service that lets existing
customers use a push button phone to obtain  prices,  yields,  performance
information, account balances, and authorize certain transactions.

Calvert Money Controller

Calvert Money Controller eliminates the delay of mailing a check or the
expense of wiring funds. You can request this free service on your
application.

   
This  service  allows you to  authorize  electronic  transfers  of money to
purchase  or  sell  shares.  You  use  Calvert  Money  Controller  like  an
"electronic  check"  to move  money  ($50 to  $300,000)  between  your bank
account and your  Calvert  Group  account  with one phone  call.  Allow two
business  days after the call for the  transfer  to take  place;  for money
recently  invested,  allow  normal check  clearing  time (up to 10 business
days) before redemption proceeds are sent to your bank.
    

You  may  also  arrange  systematic   monthly  or  quarterly   investments
(minimum  $50) into your Calvert Group  account.  After you give us proper
authorization,  your bank  account  will be debited to purchase  Portfolio
shares.  A debit  entry will appear on your bank  statement.  If you would
like  to  make   arrangements   for   systematic   monthly  or   quarterly
redemptions from your Calvert  account,  call your broker or Calvert for a
Money Controller Application.

Telephone Transactions

Calvert may record all telephone calls.

You may purchase,  redeem, or exchange shares,  wire funds and use Calvert
Money  Controller  by  telephone  if  you  have   pre-authorized   service
instructions.  You  automatically  have  telephone  privileges  unless you
elect  otherwise.  The Fund, the transfer  agent and their  affiliates are
not liable for acting in good  faith on  telephone  instructions  relating
to  your  account,  so  long  as  they  follow  reasonable  procedures  to
determine that the telephone  instructions  are genuine.  Such  procedures
may include  recording  the  telephone  calls and  requiring  some form of
personal  identification.  You should  verify the  accuracy  of  telephone
transactions immediately upon receipt of your confirmation statement.

Optional Services

   
Complete the account application for the easiest way to establish
services.
    

The easiest way to  establish  optional  services  on your  Calvert  Group
account  is to select  the  options  you  desire  when you  complete  your
account  application.  If you wish to add  other  options  later,  you may
have  to  provide  us  with   additional   information   and  a  signature
guarantee.  Please  call your  broker or  Calvert  Investor  Relations  at
800-368-2745 for further  assistance.  For our mutual  protection,  we may
require a signature guarantee on certain written transaction  requests.  A
signature  guarantee verifies the authenticity of your signature,  and may
be obtained  from any bank,  savings and loan  association,  credit union,
trust  company,   broker-dealer   firm  or  member  of  a  domestic  stock
exchange. A signature guarantee cannot be provided by a notary public.


Householding

   
Householding reduces Fund expenses and saves paper and trees for the
environment.
    

If you have  multiple  accounts  with  Calvert,  you may receive  combined
mailings of some shareholder  information,  such as semi-annual and annual
reports.  Please contact  Calvert  Investor  Relations at  800-368-2745 to
receive additional copies of information.


Special Services and Charges

   
The Portfolios pay for shareholder  services but not for special  services that
are  required by a few  shareholders,  such as a request for a  historical
transcript  of an account.  You may be required to pay a research  fee for
these special services.

If you are  purchasing  shares of a Portfolio  through a  program  of  services
offered by a securities dealer or financial  institution,  you should read
the  program  materials  in  conjunction  with  this  Prospectus.  Certain
features may be modified in these  programs,  and  administrative  charges
may be imposed  by the  broker-dealer  or  financial  institution  for the
services rendered.
    

SELLING YOUR SHARES

   
You may redeem all or a portion of your shares on any business  day.  Your
shares  will be  redeemed  at the next net asset  value  calculated  after
your redemption  request is received and accepted.  See below for specific
requirements   necessary   to  make  sure  your   redemption   request  is
acceptable.  Remember  that your Portfolio may hold  payment on the  redemption
of your shares until it is reasonably  satisfied that  investments made by
check or by Calvert Money  Controller have been collected  (normally up to
10 business days).
    

Redemption Requirements to Remember

To ensure acceptance of your redemption request, please follow the
procedures described here and below.

   
Once your shares are  redeemed,  the proceeds will normally be sent to you
on  the  next  business  day,  but  if  making  immediate   payment  could
adversely  affect a Portfolio,  it may take up to seven (7) days.  Calvert
Money  Controller  redemptions  generally  will be  credited  to your bank
account on the second  business  day after your phone  call.  When the New
York Stock  Exchange  is closed (or when  trading is  restricted)  for any
reason  other than its  customary  weekend or holiday  closings,  or under
any emergency  circumstances  as determined by the Securities and Exchange
Commission, redemptions may be suspended or payment dates postponed.
    

Minimum account balance is $1,000.

Please  maintain  a  balance  in  your  account  of at  least  $1,000  per
Portfolio,  per class.  If, due to  redemptions,  the account  falls below
$1,000,  or you  fail to  invest  at least  $1,000,  your  account  may be
closed and the proceeds  mailed to you at the address of record.  You will
be given  notice  that your  account  will be closed  after 30 days unless
you make an  additional  investment  to increase  your account  balance to
the $1,000 minimum.
<PAGE>

HOW TO SELL YOUR SHARES

Draftwriting
(Money Market Portfolio only)

   
You may redeem  shares in your Money Market  Portfolio  account by writing
a draft for at least $250. If you complete and return the  signature  card
for  Draftwriting,  the  Portfolio  will mail bank drafts to you,  printed
with your name and address.  Generally,  there is no charge to you for the
maintenance  of this  service or the  clearance  of  drafts,  but the Fund
reserves  the  right to  charge a  service  fee for  drafts  returned  for
uncollected or insufficient  funds.  The Fund will charge $25 for any stop
payments  on  drafts.  As a service to  shareholders,  the  Portfolio  may
automatically  transfer  the dollar  amount  necessary to cover drafts you
have  written on the  Portfolio to your  Portfolio  account from any other
of your identically  registered  accounts in Calvert money market funds or
Calvert Insured Plus. The Fund may charge a fee for this service.
    

By Mail To:

Calvert Group
P.O. Box 419544
Kansas City, MO
64141-6544

You may redeem  available  shares from your account at any time by sending
a letter of  instruction,  including  your name,  account and Fund number,
the  number of shares  or dollar  amount,  and where you want the money to
be sent.  Additional  requirements,  below, may apply to your account. The
letter of instruction must be signed by all required  authorized  signers.
If you want the  money  to be wired to a bank not  previously  authorized,
then a voided  bank check must be  enclosed  with your  letter.  If you do
not have a voided  check or if you would like  funds  sent to a  different
address or another person, your letter must be signature guaranteed.

Type of                    Requirements
Registration

Corporations               Letter of instruction and a corporate
Associations               resolution, signed by person(s) authorized
                           to act on the account,accompanied by
                           signature guarantee(s).


Trusts                     Letter of instruction signed by the Trustee(s)
                           (as Trustee), with a signature guarantee.
                           (If the Trustee's name is not registered on
                           your account, provide a copy of the trust
                           document, certified within the last 60 days.)

By Telephone

Please  call  800-368-2745.  You may redeem  shares  from your  account by
telephone  and have your money  mailed to your  address of record or wired
to an address or bank you have  previously  authorized.  A charge of $5 is
imposed  on  wire   transfers   of  less  than  $1,000.   See   "Telephone
Transactions" on page __.

Calvert Money Controller

Please  allow  sufficient  time for Calvert  Group to process your initial
request  for  this  service  (normally  10  business  days).  You may also
authorize   automatic   fixed   amount   redemptions   by  Calvert   Money
Controller.  All  requests  must be  received by 4:00 p.m.  Eastern  time.
Accounts cannot be closed by this service.

Exchange to Another Calvert Group Fund

You must meet the  minimum  investment  requirement  of the other  Calvert
Group Fund or  Portfolio.  You can only  exchange  between  accounts  with
identical  names,  addresses and taxpayer  identification  number,  unless
previously authorized with a signature-guaranteed letter.

Systematic Check Redemptions

If you  maintain  an account  with a balance  of $10,000 or more,  you may
have up to two (2)  redemption  checks for a fixed  amount  sent to you on
the 15th of each month,  simply by sending a letter with all  information,
including your account number,  and the dollar amount ($100  minimum).  If
you would like a regular  check  mailed to another  person or place,  your
letter must be signature guaranteed.

Through your Broker

If your  account  is  held in your  broker's  name  ("street  name"),  you
should  contact  your  broker  directly  to  transfer,  exchange or redeem
shares.
<PAGE>

DIVIDENDS AND TAXES

Each year, the Portfolio distributes substantially all of its net
investment income to shareholders.

Dividends  from the Money Market  Portfolio's  net  investment  income are
declared  daily  and paid  monthly.  Net  investment  income  consists  of
interest  income,  net  short-term  capital  gains,  if any, and dividends
declared and paid on investments, less expenses.

Dividends from the Limited- and Long-Term Portfolios' net investment
income are paid monthly.

Net  investment  income  consists  of  interest  income,   net  short-term
capital  gains,  if any, and dividends  declared and paid on  investments,
less expenses.  Each year, the Portfolios distribute  substantially all of
their net investment  income to  shareholders.  Dividend and  distribution
payments will vary between classes;  dividend  payments are anticipated to
generally be higher for Class A shares.

Dividend payment options

   
Dividends and any distributions  are automatically  reinvested in the same
Portfolio at net asset value (no sales  charge),  unless you elect to have
the  dividends  of $10 or more paid in cash (by check or by Calvert  Money
Controller).  Dividends and  distributions  may be automatically  invested
in an identically  registered  account with the same account number in any
other  Calvert  Group Fund or Portfolio at net asset value.  If reinvested
in the same  Fund  account,  new  shares  will be  purchased  at net asset
value on the  reinvestment  date,  which is generally 1 to 3 days prior to
the  payment  date.  You  must  be a  shareholder  on the  record  date to
receive  dividends.  You  must  notify  the Fund in  writing  prior to the
record  date  to  change  your  payment  options.  If you  elect  to  have
dividends and/or  distributions  paid in cash, and the U.S. Postal Service
cannot deliver the check,  or if it remains  uncashed for six months,  it,
as well as future  dividends  and  distributions,  will be  reinvested  in
additional shares.
    

"Buying a Dividend"

At the time of  purchase,  the share price of the  Limited-  or  Long-Term
Portfolios may reflect undistributed  income,  capital gains or unrealized
appreciation  of  securities.  Any capital  gains from these amounts which
are later  distributed to you are fully taxable.  On the record date for a
distribution,  a  Portfolio's  share value is reduced by the amount of the
distribution.  If you buy shares just  before the record  date  ("buying a
dividend")  you will pay the full price for the shares and then  receive a
portion of the price back as a taxable distribution.

Federal Taxes

Dividends  derived  from  interest  on  municipal  obligations  constitute
exempt-interest  dividends,  on  which  you are  not  subject  to  federal
income tax.  However,  dividends  which are from taxable  interest and any
distributions  of  short-term  capital gain are taxable to you as ordinary
income.  If the Portfolio  makes any  distributions  of long-term  capital
gains,  then  these  are  taxable  to  you  as  long-term  capital  gains,
regardless  of how long you held your shares of the  Portfolio.  Dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included  in  federal  alternative  minimum  tax for  individuals  and for
corporations.

If any taxable income or gains are paid, in January, the Portfolio will
mail you Form 1099-DIV indicating the federal tax status of dividends
paid to you by the Portfolio during the past year.

You may realize a capital gain or loss when you redeem (sell) or
exchange shares of the Limited-Term or Long-Term Portfolios.

If you sell or exchange your  Limited-Term or Long-Term  Portfolio  shares
you will have a short or  long-term  capital  gain or loss,  depending  on
how long you owned the shares which were sold.  In January,  the Fund will
mail you Form 1099-B  indicating  the proceeds  from all sales,  including
exchanges.  You should keep your annual  year-end  account  statements  to
determine the cost (basis) of the shares to report on your tax returns.

Other Tax Information

You may be subject to state or local taxes on your  investment,  depending
on the  laws in your  area.  A letter  will be  mailed  to you in  January
detailing  the  percentage  invested in your state the  previous tax year.
Such dividends may be exempt from certain state income taxes.

Taxpayer Identification Number

Federal law  requires  that you provide your  correct  Social  Security or
Taxpayer  Identification  Number ("TIN") on a signed certified application
or Form W-9. If not provided,  the  Portfolios may be required to withhold
31% of any  dividends  or  redemptions,  and you may be subject to a fine.
You will also be prohibited from opening  another account by exchange.  If
this TIN  information  is not  received  within 60 days after your account
is  established,  your  account  may be redeemed at the current NAV on the
date of  redemption.  The  Portfolios  reserve the right to reject any new
account or any purchase order for failure to supply a certified TIN.

<PAGE>


            EXHIBIT A - LIMITED-TERM AND LONG-TERM PORTFOLIOS
==========================================================================

You may qualify for a reduced sales charge through several purchase
plans available. You must notify the Fund at the time of purchase to
take advantage of the reduced sales charge.

Right of Accumulation
The  sales  charge  is  calculated  by taking  into  account  not only the
dollar  amount of a new  purchase  of shares,  but also the higher of cost
or current  value of shares  previously  purchased in Calvert  Group Funds
that impose  sales  charges.  This  automatically  applies to your account
for each new purchase.

Letter of Intent
If you plan to  purchase  $50,000 or more of Fund  shares over the next 13
months,  your sales  charge may be reduced  through a "Letter of  Intent."
You pay the lower sales  charge  applicable  to the total  amount you plan
to invest  over the  13-month  period,  excluding  any money  market  fund
purchases.  Part of your shares will be held in escrow,  so that if you do
not  invest the amount  indicated,  you will have to pay the sales  charge
applicable   to  the   smaller   investment   actually   made.   For  more
information, see the Statement of Additional Information.

Group Purchases
If you are a member of a qualified  group,  you may purchase shares of the
Fund at the  reduced  sales  charge  applicable  to the  group  taken as a
whole.  The sales  charge is  calculated  by taking into  account not only
the  dollar  amount of the  shares  you  purchase,  but also the higher of
cost or current value of shares  previously  purchased and currently  held
by other members of your group.

A "qualified  group" is one which (i) has been in existence  for more than
six  months,  (ii) has a purpose  other than  acquiring  Fund  shares at a
discount,  and (iii)  satisfies  uniform  criteria  which  enable  CDI and
dealers   offering   Fund  shares  to  realize   economies   of  scale  in
distributing  such  shares.  A  qualified  group  must  have  more than 10
members,   must  be  available  to  arrange  for  group  meetings  between
representatives  of CDI or dealers  distributing  the Fund's shares,  must
agree to  include  sales and other  materials  related  to the Fund in its
publications  and  mailings  to  members  at  reduced or no cost to CDI or
dealers,  and must seek to arrange  for  payroll  deduction  or other bulk
transmission  of  investments  to the  Fund.  Members  of a group  are not
eligible for a Letter of Intent.

Other Circumstances
There is no sales  charge on shares of any fund  (portfolio  or series) of
the Calvert Group of Funds sold to:
(1)  current  and retired  members of the Board of  Trustees/Directors  of
the  Calvert  Group of Funds,  (and the  Advisory  Council of the  Calvert
Social  Investment  Fund);  (2)  directors,  officers and employees of the
Advisor,  Distributor,  and their  affiliated  companies;  (3)  directors,
officers  and  registered  representatives  of  brokers  distributing  the
Fund's  shares;  and immediate  family  members of persons  listed in (1),
(2),  or  (3)  above;  (4)  dealers,  brokers,  or  registered  investment
advisors   that  have  entered  into  an  agreement   with  CDI  providing
specifically  for the use of shares of the Fund  (Portfolio  or Series) in
particular   investment  programs  or  products  (where  such  program  or
product  already has a fee charged  therein) made available to the clients
of such  dealer,  broker,  or  registered  investment  advisor;  (5) trust
departments  of banks or savings  institutions  for trust  clients of such
bank or savings  institution;  and (6) purchases  placed  through a broker
maintaining  an omnibus  account with the Fund  (Portfolio  or Series) and
the purchases are made by (a)  investment  advisors or financial  planners
placing  trades for their own accounts (or the accounts of their  clients)
and  who  charge  a  management,   consulting,  or  other  fee  for  their
services;  or  (b)  clients  of  such  investment  advisors  or  financial
planners  who place  trades for their own  accounts if such  accounts  are
linked to the master  account  of such  investment  advisor  or  financial
planner  on  the  books  and  records  of  the  broker  or  agent;  or (c)
retirement  and deferred  compensation  plans and trusts,  including,  but
not limited to, those  defined in Section 401(a) or Section 403(b) of the 
I.R.C.,  and "rabbi trusts."

Established Accounts
Shares of the  Long-Term  Portfolio  may be sold at net asset value to you
if your  account was  established  on or before  September  15,  1987,  or
April 30, 1988 for the Limited-Term Portfolio.

   
Dividends and Capital Gain Distributions from other Calvert Group Funds
You may prearrange to have your  dividends and capital gain  distributions
from  another  Calvert  Group  Fund  with  a  sales  charge  automatically
invested in another  account with no additional  sales  charge.  Except for 
money market funds, if you make a purchase at NAV,  you may  exchange  
that amount to another fund at no additional sales charge.
    

Reinstatement Privilege
If you redeem  Fund  shares and then  within 30 days decide to reinvest in
the same Fund,  you may do so at the net asset value next  computed  after
the reinvestment  order is received,  without a sales charge.  You may use
the  reinstatement  privilege  only once.  The Fund  reserves the right to
modify or eliminate this privilege.


<PAGE>

TABLE OF         Fund Expenses               Alternative Sales Options
CONTENTS         Financial Highlights        When Your Account Will Be Credited
                 Investment   Objectives     Exchanges
                 and Policies
                 Yield and Total Return      Other Calvert Group Services
                 Management of the Fund      Selling Your Shares
                 SHAREHOLDER GUIDE:          How to Sell Your Shares
                 How to Buy Shares           Dividends, Capital Gains and Taxes
                 Net Asset Value             Exhibit A - Reduced Sales Charges


                                                                        
                                                                         

   
To Open an Account:
     800-368-2748                                    Prospectus
                                                     April 30, 1996
    

                                                     CALVERT TAX-FREE RESERVES
                                                     MONEY MARKET PORTFOLIO
                                                     LIMITED-TERM PORTFOLIO
                                                     LONG-TERM PORTFOLIO

Performance and Prices:
Calvert Information Network
24 hours, 7 days a week
     800-368-2745

Service for Existing Accounts:
     Shareholders        800-368-2745
     Brokers             800-368-2746

TDD for Hearing Impaired:
     800-541-1524


Branch Office:
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

Registered, Certified
or Overnight Mail:
Calvert Group
c/o NFDS, 6th Floor
1004 Baltimore
Kansas City, MO 64105

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

PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

<PAGE>

PROSPECTUS --
April 30, 1996
                        CALVERT TAX-FREE RESERVES
                    CALIFORNIA MONEY MARKET PORTFOLIO
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================

INVESTMENT OBJECTIVE AND POLICIES

Calvert  Tax-Free  Reserves  California  Money Market  Portfolio  seeks to
earn the  highest  interest  income  exempt from  federal  and  California
state income taxes as is consistent  with prudent  investment  management,
preservation of capital,  and the quality and maturity  characteristics of
the  Portfolio.  The  Portfolio  seeks to  maintain a  constant  net asset
value of $1.00 per share.  There can be no  assurance  that the  Portfolio
will be  successful  in  maintaining  a constant  net asset value of $1.00
per  share.  An  investment  in  the  Portfolio  is  neither  insured  nor
guaranteed by the U.S. Government.

TO OPEN AN ACCOUNT

Call  your  broker,   or  complete   and  return  the   enclosed   Account
Application. Minimum initial investment is $2,000.

ABOUT THIS PROSPECTUS

Please read this Prospectus  before  investing.  It is designed to provide
you with  information  you ought to know before  investing and to help you
decide if the  Portfolio's  goals match your own.  Keep this  document for
future reference.

A Statement  of  Additional  Information  (dated  April 30,  1996) for the
Portfolio has been filed with the Securities  and Exchange  Commission and
is  incorporated  by  reference.  This free  Statement is  available  upon
request from the Portfolio: 800-368-2748.

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

SHARES OF THE FUND ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED OR
ENDORSED  BY, ANY BANK,  AND ARE NOT  FEDERALLY  INSURED BY THE FDIC,  THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.

<PAGE>

<TABLE>
<CAPTION>

FUND EXPENSES

     <S>                                                      <C>  


A.   Shareholder Transaction Costs
     Sales Load on Purchases                                  None
     Sales Load on Reinvested Dividends                       None
     Deferred Sales Load                                      None
     Redemption Fees                                          None
     Exchange Fees                                            None

B.   Annual Fund Operating Expenses - Fiscal Year 1995
     (as a percentage of average net assets)
     Management Fees                                          0.51%
     Rule 12b-1 Service and Distribution Fees                 None
     Other Expenses                                           0.25%
     Total Fund Operating Expenses<F1>                        0.76%

<FN>
<F1> Net Fund Operating Expenses after reduction for fees paid indirectly
were 0.75%.
</FN> 
</TABLE>



C.       Example:     You would pay the following expenses on a $1,000
                      investment, assuming (1) 5% annual return and (2)
                      redemption at the end of each period:

              1 Year            3 Years          5 Years           10 Years


              $8                $24              $42               $94

The  example,   which  is   hypothetical,   should  not  be  considered  a
representation  of past or future expenses.  Actual expenses may be higher
or lower than those shown.

Explanation  of  Table:  The  purpose  of the  table is to  assist  you in
understanding  the  various  costs and  expenses  that an  investor in the
Portfolio   may  bear   directly   (shareholder   transaction   costs)  or
indirectly (annual fund operating expenses).

      A.  Shareholder  Transaction  Costs are charges you pay when you buy
or sell  shares of the  Portfolio.  If you  request a wire  redemption  of
less than $1,000, you will be charged a $5 wire fee.

      B.  Annual  Fund  Operating  Expenses  are based on the  Portfolio's
historical  expenses.  Management  Fees  are  paid  by  the  Portfolio  to
Calvert  Asset  Management  Company,  Inc.   ("Investment   Advisor")  for
managing the  Portfolio's  investments and business  affairs,  and include
an  administrative  service  fee paid to Calvert  Administrative  Services
Company,   Inc.  The  Portfolio  incurs  Other  Expenses  for  maintaining
shareholder records,  furnishing  shareholder  statements and reports, and
other  services.  Management  Fees and Other  Expenses  have  already been
reflected  in the  Portfolio's  yield  and are  not  charged  directly  to
individual  shareholder  accounts.  Please  refer  to  "Management  of the
Fund" for further information.

<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides  information about the Portfolio's  financial
history.  It  expresses  the  information  in  terms  of  a  single  share
outstanding  throughout  the period.  The table has been  audited by those
independent  accountants  whose report is included in the Annual Report to
Shareholders  for the  periods  presented.  The  table  should  be read in
conjunction  with the financial  statements and their related  notes.  The
current Annual Report to  Shareholders  is  incorporated by reference into
the Statement of Additional Information.

<TABLE>
<CAPTION>

Year Ended December 31,                          1995                1994

<S>                                               <C>                <C>  
Net asset value, beginning                       $1.000
$1.000
Income from investment operations
     Net investment income                       .037                .026
Distributions from
     Net investment income                       (.037)
(.026)
Net asset value, ending                          $1.000
$1.000

Total return<F3>                                 3.78%               2.62%

Ratio to average net assets
     Net investment income                       3.69%               2.55%
     Total expenses<F4>                           .76%                --
     Net expenses                                .75%                .69%
     Expenses reimbursed                         --                  --

Net assets, ending (in thousands)                $300,351          $260,719

Number of shares outstanding, ending
(in thousands)                                   300,544           260,716

<FN>
<F3>Total return has not been audited prior to 1994.
<F4> Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

Year Ended December 31,                          1993                1992

<S>                                               <C>                <C>  
Net asset value, beginning                       $1.000
Net asset value, beginning                       $1.000
$1.000
Income from investment operations
     Net investment income                       .022                .030
Distributions from
     Net investment income                       (.022)
(.030)
Net asset value, ending                          $1.000
$1.000

Total return<F5>                                  2.26%               3.08%

Ratio to average net assets
     Net investment income                       2.22%               3.01%
     Total expenses<F6>                          --                  --
     Net expenses                                .69%                .68%
     Expenses reimbursed                         --                  --

Net assets, ending (in thousands)                $296,984          $323,928

Number of shares outstanding, ending
 (in thousands)                                  296,984           323,928

<FN>
<F5>Total return has not been audited prior to 1994.
<F6>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Year Ended December 31,                          1991                1990

<S>                                              <C>                 <C>

Net asset value, beginning                       $1.000
$1.000
Income from investment operations
     Net investment income                       .045                .059
Distributions from
     Net investment income                       (.045)
(.059)
Net asset value, ending                          $1.000
$1.000

Total return<F7>                                  4.64%               6.04%

Ratio to average net assets
     Net investment income                       4.51%               5.83%
     Total expenses<F8>                          --                  --
     Net expenses                                .60%                .31%
     Expenses reimbursed                         --                  .02%

Net assets, ending (in thousands)                $287,984           $240,469

Number of shares outstanding, ending
 (in thousands)                                  287,984            240,468

<FN>
<F7>Total return has not been audited prior to 1994.
<F8>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

From Inception (October 16, 1989) through December 31, 1989

<S>                                              <C>               
Net asset value, beginning                       $1.000
Net asset value, beginning of year               $1.000
Income from investment operations
     Net investment income                       .018
Distributions from
     Net investment income                       (.018)
Net asset value, end of year                     $1.000

Total return<F9>                                 6.51%(a)

Ratio to average net assets
     Net investment income                       6.13%(a)
     Total expenses<F10>                          --
     Net expenses                                .12%(a)


Net assets, end of year (in thousands)           $35,662

Number of shares outstanding at end
of year (in thousands)                           35,661


<FN>
<F9>Total return has not been audited prior to 1994.
<F10>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>

(a) = Annualized

<PAGE>


INVESTMENT OBJECTIVES AND POLICIES

The California  Money Market  Portfolio seeks to earn the highest level of
interest  income exempt from federal and California  state income taxes as
is  consistent  with  prudent  investment   management,   preservation  of
capital, and the quality and maturity characteristics of the Portfolio.

The Portfolio  invests  primarily in a diversified  portfolio of municipal
obligations  whose  interest is exempt from federal and  California  state
income  tax.  Municipal  obligations  in which the  Portfolio  invests are
short-term,  fixed and variable rate  instruments  of minimal  credit risk
and of high quality.  Short-term  obligations have remaining maturities of
one year or less.  The Portfolio  maintains an average  weighted  maturity
of 90 days or less.

California Money Market Portfolio invests at least 80% of its assets in
debt obligations issued by or on behalf of the State of California.

Under normal market  conditions,  the  California  Money Market  Portfolio
will  invest  at least 80% of its total  assets in  municipal  obligations
whose  interest is exempt from  federal and  California  state income tax,
including  those  issued by or on behalf  of the State of  California  and
its political subdivisions ("Municipal  Obligations").  The Portfolio will
also  attempt  to invest  the  remaining  20% of its total  assets in such
obligations,  but may invest it in municipal  obligations of other states,
territories  and  possessions  of  the  United  States,  the  District  of
Columbia and their  respective  authorities,  agencies,  instrumentalities
and  political  subdivisions  or in short-term  taxable money  market-type
instruments.  See  "Temporary  Investments"  below.  Dividends paid by the
Portfolio  which are derived  from  interest  attributable  to  California
Municipal  Obligations  will be exempt from federal and  California  state
personal  income  taxes.  Dividends  derived from  interest on  tax-exempt
obligations  of other  governmental  issuers  will be exempt from  federal
income tax, but will be subject to California state income taxes.

Credit Quality

The  Portfolio  invests  in  municipal  bonds  and  notes  and  tax-exempt
commercial  paper within the two highest  credit ratings  categories:  for
example,  AA and AAA (or Aa and Aaa) for municipal  bonds, and A-l and A-2
(or P-l and P-2) for tax-exempt  commercial paper.  Municipal  obligations
rated  within  these  categories  are judged to be of high  quality by all
standards.

The credit  quality of municipal  obligations  is  determined by reference
to  a  commercial  credit  rating  service,   such  as  Moody's  Investors
Service,  Inc.  or  Standard  &  Poor's  Corporation.  In the  case of any
instrument  that  is  not  rated,  credit  quality  is  determined  by the
Advisor  under  the  supervision  of the  Board of  Trustees.  There is no
limitation  on the  percentage  of the  Portfolio's  assets  which  may be
invested  in unrated  obligations;  such  obligations  may be less  liquid
than  rated  obligations  of  comparable  quality.  Please  refer  to  the
Appendix in the Statement of Additional  Information  for a description of
the ratings used by these services.

Variable Rate Obligations

The  Portfolio  may invest in variable  rate  obligations.  Variable  rate
obligations have a yield which is adjusted  periodically  based on changes
in the level of  prevailing  interest  rates.  Floating  rate  obligations
have an interest  rate fixed to a known  lending  rate,  such as the prime
rate, which  automatically  adjusts when the known rate changes.  Variable
rate  obligations  lessen the  capital  fluctuations  usually  inherent in
fixed  income   investments,   which   diminishes   the  risk  of  capital
depreciation  of portfolio  investments  and  Portfolio  shares;  but this
also  means  that  should  interest  rates  decline,   the  yield  of  the
Portfolio  will decline,  causing the Portfolio  and its  shareholders  to
forego  the  opportunity   for  capital   appreciation  of  the  portfolio
investments.

Demand Notes

The  Portfolio  may  invest in  floating  rate and  variable  rate  demand
notes.  Demand  notes  provide  that the holder may demand  payment of the
note at its par  value  plus  accrued  interest  by  giving  notice to the
issuer.  To ensure the  ability of the  issuer to make  payment  upon such
demand,  the note may be  supported  by an  unconditional  bank  letter of
credit.

<PAGE>

The  Portfolio may invest in structured  money market  instruments,  where
the   underlying   security  is  a  municipal   lease.   Generally,   such
instruments  are  structured  as tax-exempt  commercial  paper or variable
rate demand notes, and are typically  secured by an  unconditional  letter
of  credit.  In the  unlikely  event  that the  letter  of  credit  is not
honored,  the lease would present  special risks,  such as the chance that
the  municipality  might not  appropriate  funding for the lease payments.
Thus,  the  Advisor  considers  risk  of  cancellation  in its  investment
analysis.  Certain leases may be considered  illiquid.  In all cases,  the
Portfolio  invests only in high-quality  instruments  (rated in one of the
two  highest  rating  categories,  or if  unrated,  of  comparable  credit
quality)  that meet the  requirements  of SEC Rule 2a-7  regarding  credit
quality and maturity. See the Statement of Additional Information.

When-Issued Purchases

New issues of Municipal  Obligations  are offered on a when-issued  basis;
that is,  delivery and payment for the  securities  normally take place 15
to 45 days after the date of the transaction.  The payment  obligation and
the yield that will be  received on the  securities  are fixed at the time
the  buyer  enters  into the  commitment.  The  Portfolio  will  only make
commitments  to purchase  such  securities  with the intention of actually
acquiring the  securities,  but the  Portfolio  may sell these  securities
before  the  settlement  date if it is  deemed  advisable  as a matter  of
investment strategy.

Temporary Investments

For  liquidity  purposes or pending the  investment of the proceeds of the
sale of its shares,  the  Portfolio  may invest in and derive up to 20% of
its  income  from  taxable   short-term  money  market  type  investments.
Interest  earned from such taxable  investments  will be taxable to you as
ordinary income unless you are otherwise exempt from taxation.

Considerations for Investing in California

Since the Portfolio  invests  substantially all of its assets in Municipal
Obligations  of  its  state,  the  performance  of  the  Portfolio  may be
affected  by local  economic  conditions,  more than other  funds.  If the
local  economy  suffers  a  downturn,  the  Portfolio  is  limited  in its
alternative  investment  choices.  As with any state,  you should be aware
that  certain   proposed   state  or  local   constitutional   amendments,
legislative  measures,  executive  orders,  administrative  regulations or
voter  initiatives,  in  addition  to  local  economic  conditions,  could
result in adverse  consequences  affecting the ability of the State or its
municipalities  to meet their  obligations in a timely manner,  which,  in
turn, could affect the Portfolio's  performance.  See  "Considerations for
Investing" in the Portfolio's Statement of Additional Information.

Other Policies

The Portfolio may  temporarily  borrow money from banks to meet redemption
requests,  but  such  borrowing  may not  exceed  10% of the  value of the
Portfolio's  total assets.  The Portfolio has adopted certain  fundamental
investment  restrictions  which are  discussed in detail in the  Statement
of Additional Information.

YIELD

Yield refers to income generated by an investment over a period of time.

The Portfolio may advertise  "yield" and "effective  yield." Yield figures
are based on historical  earnings and are not intended to indicate  future
performance.  The  "yield"  of a  Portfolio  refers to the  actual  income
generated  by an  investment  in  the  Portfolio  over a  particular  base
period,  stated in the advertisement.  If the base period is less than one
year,  the  yield  will be  "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 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.

Taxable Equivalent Yield

The  Portfolio  may also  advertise  its "taxable  equivalent  yield." The
taxable  equivalent  yield is the  yield you  would  have to  obtain  from
taxable  investments to equal the Portfolio's  yield,  all or a portion of
which may be exempt from  federal  income  taxes.  The taxable  equivalent
yield  for  the  Portfolio  is  computed  by  taking  the  portion  of the
Portfolio's  yield exempt from regular  federal income tax and multiplying
the  exempt  yield by a factor  based on a stated  income  tax rate,  then
adding the  portion of the yield that is not exempt from  regular  federal
income tax. The factor used to calculate the taxable  equivalent  yield is
the  reciprocal of the difference  between one and the  applicable  income
tax rate, which will be stated in the advertisement.

MANAGEMENT OF THE FUND

The Board of Trustees supervises the activities and reviews its
contracts with companies that provide the Fund with services.

The Portfolio is a series of Calvert  Tax-Free  Reserves (the "Fund"),  an
open-end  management  investment  company,  organized  as a  Massachusetts
business  trust on October 20,  1980.  The series of the Fund  include the
Money  Market  Portfolio,  Limited-Term  Portfolio,  Long-Term  Portfolio,
California Money Market Portfolio, and the Vermont Municipal Portfolio.

<PAGE>

The  Fund  is not  required  to  hold  annual  shareholder  meetings,  but
special  meetings  may be called for  certain  purposes  such as  electing
Trustees,   changing  fundamental  policies,  or  approving  a  management
contract.  As a  shareholder,  you  receive  one vote  for the  share of a
Portfolio you own. For matters  affecting only one Portfolio,  only shares
of that Portfolio are entitled to vote.

Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.

Calvert  Group,  Ltd.,  parent  of  the  Portfolio's  investment  advisor,
transfer  agent,  and  distributor,  is a subsidiary of Acacia Mutual Life
Insurance  Company  of  Washington,  D.C.  Calvert  Group  is  one  of the
largest  investment  management  firms  in  the  Washington,   D.C.  area.
Calvert Group,  Ltd. and its  subsidiaries  are located at 4550 Montgomery
Avenue,  Suite 1000N,  Bethesda,  Maryland 20814. As of December 31, 1995,
Calvert  Group managed and  administered  assets in excess of $4.8 billion
and more than 200,000 shareholder and depositor accounts.

Calvert Asset Management serves as Advisor.

Calvert  Asset   Management   Company,   Inc.   (the   "Advisor")  is  the
Portfolio's  investment  advisor.  The Advisor provides the Portfolio with
investment  supervision  and  management;   administrative   services  and
office space;  furnishes  executive and other  personnel to the Portfolio;
and  pays  the  salaries  and  fees of all  Trustees  who  are  affiliated
persons of the  Advisor.  The  Advisor  may also  assume  and pay  certain
advertising  and  promotional  expenses of the  Portfolio and reserves the
right to  compensate  broker-dealers  in return for their  promotional  or
administrative   services.   For  fiscal   year  1995,   pursuant  to  the
Investment  Advisory  Agreement,  the  Advisor  was  entitled  to, and did
receive, a fee of 0.50% of the Portfolio's average daily net assets.

Calvert Administrative Services Company provides administrative services
for the Fund.

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,  the daily
determination  of its net asset  value per  share and  dividends,  and the
maintenance  of  its  portfolio  and  general  accounting   records.   For
providing  such  services,  CASC  receives  a total  fee  from the Fund of
$200,000 per year, allocated among the Portfolios based on assets.

Calvert Distributors, Inc. serves as underwriter to market the
Portfolio's shares.

Calvert  Distributors,  Inc. ("CDI") is the Fund's  principal  underwriter
and distributor.  Under the terms of its  underwriting  agreement with the
Portfolio,  CDI  markets and  distributes  the  Portfolio's  shares and is
responsible   for   payment   of   commissions   and   service   fees   to
broker-dealers,   banks,   and   financial   services   firms,   preparing
advertising and sales  literature,  and printing and mailing  prospectuses
to prospective investors.

CDI  currently  compensates  broker-dealer  firms  at rates up to 0.20% of
the  average   daily  net  assets   maintained   in   Portfolio   accounts
administered  by  the  respective  firms.  CDI  may  also  pay  additional
concessions,   including   non-cash   promotional   incentives   such   as
merchandise  or trips,  to dealers  employing  registered  representatives
who sell a minimum  dollar  amount of shares of the Fund and/or  shares of
other Funds  underwritten by CDI. CDI may make expense  reimbursements for
special  training of a dealer's  registered  representatives,  advertising
and equipment, or to defray the expenses of sales contests.

The transfer agent keeps your account records.

Calvert  Shareholder  Services,  Inc.  is the  Fund's  transfer,  dividend
disbursing and shareholder servicing agent.

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Portfolio in several ways which are described
here and in the chart on the next page.

An account  application  accompanies  this  prospectus.  A  completed  and
signed  application  is required for the new account you open,  regardless
of the method you choose for making your  initial  investment.  Additional
forms  may  be  required  from  corporations,  associations,  and  certain
fiduciaries.  If you have any questions or need extra  applications,  call
your broker, or Calvert Group at 800-368-2748.

Net Asset Value

The Portfolio's shares are sold without a sales charge.

<PAGE>

Net  asset  value  ("NAV")  refers  to  the  worth  of one  share.  NAV is
computed by adding the value of a  Portfolio's  investments  plus cash and
other assets,  deducting  liabilities  and then dividing the result by the
number of shares  outstanding.  The NAV is  calculated at the close of the
Portfolio's  business  day,  which  coincides  with  the  closing  of  the
regular  session  of the New  York  Stock  Exchange  (normally  4:00  p.m.
Eastern  time).  The  Portfolio is open for business each day the New York
Stock Exchange is open.  Portfolio  securities are valued according to the
"amortized  cost" method,  which is intended to stabilize the NAV at $1.00
per share.

All  purchases of Portfolio  shares will be confirmed and credited to your
account in full and fractional  shares  (rounded to the nearest 1/100 of a
share).  The  Portfolio  may send monthly  statements in lieu of immediate
confirmations of purchases and redemptions.

<PAGE>

                            HOW TO BUY SHARES

Method              New Accounts               Additional Investments

By Mail             $2,000 minimum             $250 minimum


                    Please make your check     Please make your check
                    payable to the Portfolio   payable to the Portfolio
                    and mail it with your      and mail it with your
                    investment slip to:        application to:


                                 
                   Calvert Group               Calvert Group   
                   P.O. Box 419739             P.O. Box 419544 
                   Kansas City, MO             Kansas City, MO 
                   64141-6739                  64141-6544
      
                                   
By Registered, Certified, or Overnight Mail:
                                    
                  Calvert Group                Calvert Group      
                  c/o NFDS, 6th Floor          c/o NFDS, 6th Floor
                  1004 Baltimore               1004 Baltimore     
                  Kansas City, MO              Kansas City, MO    
                  64105-1807                   64105-1807         
                                                      

Through Your 
  Broker          $2,000 minimum               $250 minimum


At the Calvert  Visit the Calvert Branch Office to make investments by check.
Branch Office   See back cover page for the address.

FOR ALL OPTIONS BELOW, PLEASE CALL YOUR BROKER, OR CALVERT GROUP AT
800-368-2745

By Exchange       $2,000 minimum               $250 minimum

(From your account in another Calvert Group Fund)

When opening an account by exchange, your new account must be
established with the same name(s), address and taxpayer identification
number as your existing Calvert account.

By Bank Wire      $2,000 minimum              $250 minimum

By Calvert Money  Not Available for           $50 minimum
Controller*       Initial Investment
                         

*Please allow sufficient time for Calvert Group to process your initial
request for this service, normally 10 business days. The maximum
transaction amount is $300,000, and your purchase request must be
received by 4:00 p.m. Eastern time.

WHEN YOUR ACCOUNT WILL BE CREDITED

Before you buy shares, please read the following information to make
sure your investment is accepted and credited properly.

All of your  purchases  must be made in U.S.  dollars  and checks  must be
drawn on U.S.  banks.  No cash will be accepted.  The  Portfolio  reserves
the right to  suspend  the  offering  of shares for a period of time or to
reject any specific  purchase  order.  If your check does not clear,  your
purchase  will be  canceled  and you will be  charged a $10 fee plus costs
incurred by the  Portfolio.  When you  purchase  by check or with  Calvert
Money  Controller,  those funds will be on hold for up to 10 business days
from the date of receipt.  During that period,  redemptions  against those
funds  (including  drafts) will not be honored.  To avoid this  collection
period,  you can wire federal  funds from your bank,  which may charge you
a fee.

Your  purchase will be processed at the net asset value  calculated  after
your order is received and accepted.  The  Portfolio  attempts to maintain
a  constant  net  asset  value of $1.00 per  share.  Except in the case of
telephone  orders,  investors  whose payments are received in or converted
into  federal  funds by 12:30  p.m.  Eastern  time by the  custodian  will
receive  the  dividend  declared  that  day.  If  your  wire  purchase  is
received  after 12:30 p.m.  Eastern time,  your account will begin earning
dividends on the next  business  day. A telephone  order placed to Calvert
Institutional  Marketing  Services by 12:30 p.m.  Eastern time will become
effective at the price  determined  at 5 p.m.  Eastern time and the shares

<PAGE>

purchased  will receive the  dividend  declared on Fund shares that day if
federal  funds are  received  by the  custodian  by 5 p.m.  Eastern  time.
Exchanges  begin  earning  dividends  the  next  business  day  after  the
exchange  request is received by mail or by telephone.  If the purchase is
by check and is received by 4 p.m.  Eastern  time,  it will begin  earning
dividends the next business day.  Check  purchases  received at the branch
location  will be  credited  the next  business  day.  Any check  purchase
received without an investment slip may cause delayed crediting.

EXCHANGES

You may exchange shares of the Portfolio for shares of other Calvert
Group Funds.

If your investment  goals change,  the Calvert Group Family of Funds has a
variety of  investment  alternatives  that  includes  common  stock funds,
tax-exempt  and  corporate  bond  funds,   and  money  market  funds.  The
exchange  privilege  is a  convenient  way to buy shares in other  Calvert
Group  Funds in order to  respond  to  changes  in your goals or in market
conditions.  Before you make an exchange from a Fund or Portfolio,  please
note the following:

The exchange represents the sale of shares of one Fund and the purchase
of shares of another.

o        Call  your  broker or a Calvert  representative  for  information
and a  prospectus  for any of  Calvert's  other Funds  registered  in your
state.  Read the  prospectus of the Fund or Portfolio  into which you want
to exchange for relevant information, including class offerings.

o        Complete and sign an  application  for an account in that Fund or
Portfolio,  taking care to register  your new account in the same name and
taxpayer  identification  number  as  your  existing  Calvert  account(s).
Exchange  instructions  may  then  be  given  by  telephone  if  telephone
redemptions  have been  authorized  and the shares are not in  certificate
form.

o        There is no additional  charge for  exchanges.  However,  because
shares  of the  Portfolios  are  sold  without  a sales  charge,  exchange
purchases  into another  Calvert  Group Fund or Portfolio  will be subject
to  any  applicable   sales  charge  on  the  shares  of  the  Fund  being
purchased.  Shares acquired by reinvestment of dividends or  distributions
may be exchanged into another Fund at no additional charge.

o        Shares on which you have  already  paid a sales charge at Calvert
Group may be exchanged into another Fund at no additional charge.

The  Fund   reserves  the  right  to  terminate  or  modify  the  exchange
privilege with 60 days' written notice.

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour performance and prices

Calvert Group has a  round-the-clock  telephone service that lets existing
customers  use  a  push  button  phone  to  obtain   prices,   performance
information, account balances, and authorize certain transactions.

Calvert Money Controller

Calvert Money Controller eliminates the delay of mailing a check or the
expense of wiring funds. You can request this free service on your
application.

This  service  allows you to  authorize  electronic  transfers of money to
purchase  or  sell  shares.  You  use  Calvert  Money  Controller  like an
"electronic  check" to move  money  ($50 to  $300,000)  between  your bank
account and your  Calvert  Group  account  with one phone call.  Allow two
business  days after the call for the  transfer to take  place;  for money
recently  invested,  allow normal check  clearing  time (up to 10 business
days) before redemption proceeds are sent to your bank.

You  may  also  arrange  systematic   monthly  or  quarterly   investments
(minimum  $50) into your Calvert Group  account.  After you give us proper
authorization,  your  bank  account  will  be  debited  to  purchase  Fund
shares.  A debit  entry will appear on your bank  statement.  If you would
like  to  make   arrangements   for   systematic   monthly  or   quarterly
redemptions  from your Calvert Group account,  call your broker or Calvert
for a Money Controller Application.

<PAGE>

Telephone Transactions

Calvert may record all telephone calls.

You may purchase,  redeem, or exchange shares,  wire funds and use Calvert
Money  Controller  by  telephone  if  you  have   pre-authorized   service
instructions.  You  automatically  have  telephone  privileges  unless you
elect  otherwise.  The Fund, the transfer  agent and their  affiliates are
not liable for acting in good  faith on  telephone  instructions  relating
to  your  account,  so  long  as  they  follow  reasonable  procedures  to
determine that the telephone  instructions  are genuine.  Such  procedures
may include  recording  the  telephone  calls and  requiring  some form of
personal  identification.  You should  verify the  accuracy  of  telephone
transactions immediately upon receipt of your confirmation statement.

Optional Services

Complete the application for the easiest way to establish services.

The easiest way to  establish  optional  services  on your  Calvert  Group
account  is to select  the  options  you  desire  when you  complete  your
account  application.  If you wish to add  other  options  later,  you may
have  to  provide  us  with   additional   information   and  a  signature
guarantee.  Please  call your  broker or  Calvert  Investor  Relations  at
800-368-2745 for further  assistance.  For our mutual  protection,  we may
require a signature guarantee on certain written transaction  requests.  A
signature  guarantee verifies the authenticity of your signature,  and may
be obtained  from any bank,  savings and loan  association,  credit union,
trust  company,   broker-dealer   firm  or  member  of  a  domestic  stock
exchange. A signature guarantee cannot be provided by a notary public.

Householding of General Mailings

Householding reduces Fund expenses and saves paper and trees for the
environment.

If you have  multiple  accounts  with  Calvert,  you may receive  combined
mailings of some shareholder  information,  such as semi-annual and annual
reports.  Please contact  Calvert  Investor  Relations at  800-368-2745 to
receive additional copies of information.

Special Services and Charges

The Portfolio pays for shareholder  services but not for special  services
that  are  required  by a  few  shareholders,  such  as a  request  for  a
historical  transcript  of an  account.  You  may  be  required  to  pay a
research fee for these special services.

If you are  purchasing  shares  of the  Portfolio  through  a  program  of
services offered by a broker-dealer or financial  institution,  you should
read the program  materials in conjunction with this  Prospectus.  Certain
features may be modified in these  programs,  and  administrative  charges
may be imposed  by the  broker-dealer  or  financial  institution  for the
services rendered.

SELLING YOUR SHARES

You may redeem all or a portion of your shares on any business  day.  Your
shares  will be  redeemed  at the next net asset  value  calculated  after
your redemption  request is received and accepted.  See below for specific
requirements   necessary   to  make  sure  your   redemption   request  is
acceptable.  Remember that the Fund may hold payment on the  redemption of
your shares until it is  reasonably  satisfied  that  investments  made by
check or by Calvert Money  Controller have been collected  (normally up to
10 business days).

Redemption Requirements To Remember

To ensure acceptance of your redemption request, please follow the
procedures described here and below.

Once your shares are  redeemed,  the proceeds will normally be sent to you
on  the  next  business  day,  but  if  making  immediate   payment  could
adversely  affect a Portfolio,  it may take up to seven (7) days.  Calvert
Money  Controller  redemptions  generally  will be  credited  to your bank
account on the second  business  day after your phone  call.  When the New
York Stock  Exchange  is closed (or when  trading is  restricted)  for any
reason  other than its  customary  weekend or holiday  closings,  or under
any emergency  circumstances  as determined by the Securities and Exchange
Commission, redemptions may be suspended or payment dates postponed.

If you sell  shares by  telephone  or written  request,  you will  receive
dividends  through the date the request is received and processed.  If you
write a draft to sell  shares,  the shares will earn  dividends  until the
draft is presented to the Portfolio to be paid.

<PAGE>

Minimum account balance is $1,000.

Please  maintain a balance in your account of at least $1,000.  If, due to
redemptions,  the  account  falls below  $1,000,  or you fail to invest at
least  $1,000,  it may be  closed  and the  proceeds  mailed to you at the
address of record.  You will be given  notice  that your  account  will be
closed  after  30  days  unless  you  make  an  additional  investment  to
increase your account balance to the $1,000 minimum.

HOW TO SELL YOUR SHARES

Draftwriting

You may  redeem  shares in your  account  by  writing a draft for at least
$250.  If  you  complete  and  return  the  enclosed  signature  card  for
Draftwriting,  your Portfolio  will mail bank drafts to you,  printed with
your  name  and  address.  Generally,  there is no  charge  to you for the
maintenance  of  this  service  or  the  clearance  of  drafts,   but  the
Portfolio  reserves the right to charge a service fee for drafts  returned
for uncollected or insufficient  funds.  The Portfolio will charge $25 for
any stop payments on drafts.  As a service to shareholders,  the Portfolio
may  automatically  transfer the dollar  amount  necessary to cover drafts
you have  written on your  Portfolio  to your  Portfolio  account from any
other of your  identically  registered  accounts in Calvert  money  market
funds or Calvert  Insured  Plus.  The  Portfolio may charge a fee for this
service.

By Mail To:

Calvert Group
P.O. Box 419544
Kansas City, MO
64179-6544

You may redeem  available  shares from your account at any time by sending
a letter of  instruction,  including  your name,  account and Fund number,
the  number of shares  or dollar  amount,  and where you want the money to
be sent.  Additional  requirements,  below, may apply to your account. The
letter of instruction must be signed by all required  authorized  signers.
If you want the  money  to be wired to a bank not  previously  authorized,
then a voided  bank check must be  enclosed  with your  letter.  If you do
not have a voided  check or if you would like  funds  sent to a  different
address or another person, your letter must be signature guaranteed.

Type of                    Requirements
Registration

Corporations               Letter of instruction and a corporate
Associations               resolution,signed by person(s) authorized
                           to act on the account,accompanied by signature
                           guarantee(s).
                           

Trusts                     Letter of instruction signed by the Trustee(s)
                           (as Trustee), with a signature guarantee.
                           (If the Trustee's name is not registered on your
                           account, provide a copy of the trust
                           document, certified within the last 60 days.)

By Telephone

Please  call  800-368-2745.  You may redeem  shares  from your  account by
telephone  and have your money  mailed to your  address of record or wired
to an address or bank you have  previously  authorized.  A charge of $5 is
imposed  on  wire   transfers   of  less  than  $1,000.   See   "Telephone
Transactions" on page ___.

Calvert Money Controller

Please  allow  sufficient  time for Calvert  Group to process your initial
request  for  this  service  (normally  10  business  days).  You may also
authorize   automatic   fixed   amount   redemptions   by  Calvert   Money
Controller.  All  requests  must be  received by 4:00 p.m.  Eastern  time.
Accounts cannot be closed by this service.

Exchange to Another Calvert Group Fund

You must meet the  minimum  investment  requirement  of the other  Calvert
Group Fund or  Portfolio.  You can only  exchange  between  accounts  with
identical  names,  addresses and taxpayer  identification  number,  unless
previously authorized with a signature-guaranteed letter.

<PAGE>

Systematic Check Redemptions

If you  maintain  an account  with a balance  of $10,000 or more,  you may
have up to two (2)  redemption  checks for a fixed  amount  sent to you on
the 15th of the month,  simply by sending a letter  with all  information,
including your account number,  and the dollar amount ($100  minimum).  If
you would like a regular  check  mailed to another  person or place,  your
letter must be signature guaranteed.

Through your Broker

If your  account  is  held in your  broker's  name  ("street  name"),  you
should  contact  your  broker  directly  to  transfer,  exchange or redeem
shares.

DIVIDENDS AND TAXES

Each year, the Portfolio distributes substantially all of its net
investment income to shareholders.

Dividends from the  Portfolio's  net investment  income are declared daily
and paid monthly.  Net investment income consists of interest income,  net
short-term  capital  gains,  if any,  and  dividends  declared and paid on
investments, less expenses.

Dividend payment options

Dividends  and  any   distributions   are   automatically   reinvested  in
additional  shares  of your  Portfolio,  unless  you  elect  to  have  the
dividends  of $10 or more  paid in cash  (by  check  or by  Calvert  Money
Controller).  Dividends and distributions  from your Portfolio may also be
invested  in shares of any other  Calvert  Group  Fund or  Portfolio,  and
will not be subject to the  applicable  sales charge.  You must notify the
Fund in  writing  to change  your  payment  options.  If you elect to have
dividends and/or  distributions  paid in cash, and the U.S. Postal Service
cannot deliver the check,  or if it remains  uncashed for six months,  it,
as well as future  dividends  and  distributions,  will be  reinvested  in
additional shares.

Federal Taxes

Dividends  derived  from  interest  on  municipal  obligations  constitute
exempt-interest  dividends,  on  which  you are  not  subject  to  federal
income tax.  However,  dividends  which are from taxable  interest and any
distributions  of  short-term  capital gain are taxable to you as ordinary
income.  If the Portfolio  makes any  distributions  of long-term  capital
gains,  then  these  are  taxable  to  you  as  long-term  capital  gains,
regardless  of how long you held your shares of the  Portfolio.  Dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included  in  federal  alternative  minimum  tax for  individuals  and for
corporations.

Other Tax Information

To the extent that  exempt-interest  dividends  are derived from  earnings
attributable  to  California  Municipal  Obligations,  they  will  also be
exempt  from  state and  local  personal  income  tax in  California.  The
dividends  may be  subject to  California  franchise  taxes and  corporate
income  taxes if  received  by a  corporation  subject  to such  taxes.  A
letter  will  be  mailed  to  you  in  January  detailing  the  percentage
invested in California the previous tax year.

Taxpayer Identification Number

If  we  do  not  have   your   correct   Social   Security   or   Taxpayer
Identification  Number ("TIN") and a signed certified  application or Form
W-9,  Federal  law may require  your  Portfolio  to  withhold  31% of your
dividends.  In  addition,  you may be subject to a fine.  You will also be
prohibited  from  opening  another  account  by  exchange.   If  this  TIN
information  is  not  received  within  60  days  after  your  account  is
established,  your  account may be redeemed at the current NAV on the date
of  redemption.  The  Portfolio  reserves  the  right  to  reject  any new
account or any purchase order for failure to supply a certified TIN.

<PAGE>



TABLE OF       Fund Expenses                         How to Buy Shares
CONTENTS       Financial Highlights                  When Your Account Will Be
               Investment Objective and Policies     Credited
               Yield                                 Exchanges
               Management of the Fund                Other Calvert Group 
               SHAREHOLDER GUIDE:                    Services
               Net Asset Value                       Selling Your Shares
                                                     How to Sell Your Shares
                                                     Dividends and Taxes

<PAGE>


To Open an Account:                               Prospectus
     800-368-2748                                 April 30, 1996


Performance and Prices:
Calvert Information Network                       CALVERT TAX-FREE RESERVES
                                                  CALIFORNIA PORTFOLIO 
                                                  MONEY MARKET
24 hours, 7 days a week
     800-368-2745

Service for Existing Account:
     Shareholders        800-368-2745
     Brokers             800-368-2746


TDD for Hearing Impaired:
                         800-541-1524

Registered, Certified or
Overnight Mail:
Calvert Group
c/o NFDS, 6th Floor
1004 Baltimore
Kansas City, MO 64105

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

PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

<PAGE>
   
PROSPECTUS
April 30, 1996
    

                       CALVERT TAX-FREE RESERVES
                       VERMONT MUNICIPAL PORTFOLIO
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================



INVESTMENT OBJECTIVE


Calvert Tax-Free  Reserves Vermont  Municipal  Portfolio (the "Portfolio")
seeks to earn the highest  level of interest  income  exempt from  federal
and Vermont  state income taxes as is consistent  with prudent  investment
management,  preservation of capital,  and its stated quality and maturity
characteristics.

Calvert Tax-Free Reserves (the "Fund") is an open-end  investment  company
that  consists  of  several   portfolios,   each  of  which  has  distinct
investment  objectives and programs.  The Vermont  Municipal  Portfolio is
nondiversified,  and invests in  investment  grade  municipal  obligations
with durations  generally  averaging  between four and nine years,  though
the  Portfolio's   holdings  may  at  any  time  have  longer  or  shorter
durations.  There can be, of course,  no assurance that the Portfolio will
be successful in meeting its investment objective.


PURCHASE INFORMATION

The Portfolio  offers two classes of shares,  each with different  expense
levels and sales  charges.  You may choose to purchase (i) Class A shares,
with  a  sales  charge  imposed  at  the  time  you  purchase  the  shares
("front-end  sales  charge");  or (ii) Class C shares which impose neither
a front-end sales charge nor a contingent  deferred sales charge.  Class C
shares  are not  available  through  all  dealers.  Class C shares  have a
higher level of expenses than Class A shares,  including  Rule 12b-1 fees.
These  alternatives  permit you to choose the method of purchasing  shares
that is most  beneficial to you,  depending on the amount of the purchase,
the   length  of  time  you   expect  to  hold  the   shares,   and  other
circumstances. See "Alternative Sales Options" for further details.


TO OPEN AN ACCOUNT

Call  your  broker,   or  complete   and  return  the   enclosed   Account
Application. Minimum initial investment is $2,000.


ABOUT THIS PROSPECTUS

Please read this Prospectus  before  investing.  It is designed to provide
you with  information  you ought to know before  investing and to help you
decide if the  Portfolio's  goals match your own.  Keep this  document for
future reference.

   
A Statement  of  Additional  Information  (dated  April 30,  1996) for the
Portfolio has been filed with the Securities  and Exchange  Commission and
is  incorporated  by  reference.  This free  Statement is  available  upon
request from the Fund: 800-368-2748.
    

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

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

<PAGE>

<TABLE>
<CAPTION>

FUND EXPENSES

A. Shareholder Transaction Costs            Class A         Class C
==========================================================================

<S>                                         <C>             <C>  

Maximum Sales Charge on
Purchases (as a percentage of               3.75%           None
offering price)

Contingent Deferred Sales Charge            None            None

   
B. Annual Fund Operating Expenses -
Fiscal year 1995 (as a percentage of average net assets)


Management Fees                             0.61%           0.61%
Rule 12b-1 Service and Distribution Fees    0.00%           1.00%
Other Expenses                              0.15%           0.86%
Total Fund Operating Expenses<F1>           0.76%           2.47%

<FN>
<F1>Net Fund Operating Expenses after reduction for fees paid indirectly
for Class A and Class C were 0.75% and 2.46%, respectively.
</FN>
</TABLE>

C. Example: You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return;(2) redemption at the end of each period;
and (3) for Class A, payment of maximum initial sales charge at time of
purchase:

<TABLE>
<CAPTION>


Fund              1 Year        3 Years      5 Years          10 Years
==========================================================================

<S>               <C>           <C>           <C>             <C>  

Class A           $45           $61           $78             $128 
                                 

Class C           $25           $77           $132            $281

</TABLE>

The example, which is hypothetical, should not be considered a representation
of past or future expenses.  Actual expenses and return may be higher or
lower than those shown.
    

Explanation  of  Table:  The  purpose  of the  table is to  assist  you in
understanding  the  various  costs and  expenses  that an  investor in the
Portfolio   may  bear   directly   (shareholder   transaction   costs)  or
indirectly (annual fund operating expenses).

A.       Shareholder  Transaction  Costs are  charges you pay when you buy
or sell shares of the  Portfolio.  See "Reduced  Sales Charges" at Exhibit
A to see if you qualify for possible  reductions in the sales  charge.  If
you request a wire  redemption of less than $1,000,  you will be charged a
$5 wire fee.

   
B.       Annual  Fund  Operating  Expenses  are  based on the  Portfolio's
historical  expenses.  Management  Fees are  paid by the  Fund to  Calvert
Asset Management  Company,  Inc.  ("Investment  Advisor") for managing the
Portfolio's   investments   and   business   affairs,   and   include   an
administrative  service  fee  paid  to  Calvert  Administrative   Services
Company,   Inc.  The  Portfolio  incurs  Other  Expenses  for  maintaining
shareholder records,  furnishing  shareholder  statements and reports, and
other  services.  Management  Fees and Other  Expenses  have  already been
reflected in the Portfolio's  share price and are not charged  directly to
individual shareholder accounts.
    

         The  Portfolio's  Rule 12b-1 fees  include an  asset-based  sales
charge.   Thus,  it  is  possible  that  long-term   shareholders  in  the
Portfolio   may  pay  more  in  total  sales  charges  than  the  economic
equivalent  of the maximum  front-end  sales charge  permitted by rules of
the National Association of Securities Dealers, Inc.

<PAGE>


FINANCIAL HIGHLIGHTS

   
The following table provides  information  about the financial  history of
the  Portfolio's  Class A and C shares.  It expresses the information in
terms of a single share  outstanding  for the  Portfolio  throughout  each
period.  The  table  has been  audited  by those  independent  accountants
whose report is included in the Calvert  Tax-Free  Reserves  Annual Report
to  Shareholders   of  the  Fund  for  each  of  the  respective   periods
presented.  The table  should be read in  conjunction  with the  financial
statements  and  their  related  notes.   The  current  Annual  Report  is
incorporated by reference into the Statement of Additional Information.

    

<TABLE>
<CAPTION>

   
Class A Shares
Year Ended December 31,                          1995                1994

<S>                                              <C>                 <C>   

Net asset value, beginning                       $15.34              $16.66


Income from investment operations
     Net investment income                       .87                 .87
     Net realized and unrealized gain (loss)
     on investments                              1.35                (1.35)

     Total from investment operations            2.22                (.48)

Distributions from
     Net investment income                       (.85)               (.84)
     Net realized gains                          (.09)               --
         Total distributions                     (.94)               (.84)

Total increase (decrease) in net asset value     1.28                (1.32)

Net asset value, ending                         $16.62              $15.34

Total return<F2>                                 14.86%              (2.88%)
     
Ratio to average net assets
     Net investment income                       5.35%               5.47%
     Total expenses<F3>                          .76%                --
     Net expenses                                .75%                .73%

Expenses reimbursed                              --                  --

Portfolio turnover                               12%                 11%

Net assets, ending (in thousands)             $60,203             $64,215

Number of shares outstanding
ending (in thousands)                          3,621               4,185

<FN>
<F2>
<F3>Total return does not reflect deduction of Class A front-end sales
charge.
</FN>
</TABLE>
    


<PAGE>

<TABLE>
<CAPTION>

Class A Shares
Year Ended December 31,                          1993                1992

<S>                                               <C>                <C>  

Net asset value, beginning                       $15.83              $15.58

 
Income from investment operations
     Net investment income                       .86                 .84
     Net realized and unrealized gain (loss)
     on investments                              .82                 .31
     Total from investment operations            1.68                1.15

Distributions from
     Net investment income                       (.85)               (.84)
     Net realized gains                          --                  (.06)
         Total distributions                     (.85)               (.90)

Total increase (decrease) in net asset value     .83                 .25

Net asset value, end of year                     $16.66              $15.83


Total return<F3>                                10.84%              4.99%

Ratio to average net assets
     Net investment income                       5.25%               5.41%
     Total expenses<F4>                          --                  --
     Net expenses                                .72%                .62%

Expenses reimbursed                              --                  --

Portfolio turnover                               5%                  11%

Net assets, end of year (in thousands)           $67,634             $53,179

Number of shares outstanding at
end of year (in thousands)                       4,060               3,359

<FN>
<F3>Total return does not reflect deduction of Class A front-end sales
charge.
<F4>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                 From Inception
                                                 (April 1, 1991)
                                                 through Dec. 31,
Class A Shares                                   1991

<S>                                              <C>    

Net asset value, beginning                       $15.00
Income from investment operations
     Net investment income                       .68
     Net realized and unrealized gain (loss)
     on investments                              .58
     Total from investment operations            1.26

Distributions from
     Net investment income                       (.66)
     Net realized gains                          (.02)
     Total distributions                         (.68)

Total increase (decrease) in net asset value     .58

Net asset value, ending                          $15.58

Total return<F5>                                  11.43%(a)

Ratio to average net assets
     Net investment income                       5.97%(a)
     Total expenses<F6>                           --
     Net expenses                                .28%(a)

Expenses reimbursed                              .06%(a)

Portfolio turnover                               8%

Net assets, ending (in thousands)                $38,828

Number of shares outstanding,
ending (in thousands)                            2,492

<FN>
<F5>Total return does not reflect deduction of Class A front-end sales
charge.
<F6>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>
(a) Annualized
</TABLE>


<PAGE>
                                                                
<TABLE>
<CAPTION>
                                                               From Inception
Class C Shares                               Year Ended        (March 1, 1994)
                                             December 31,      through Dec. 31,
                                              1995              1994

<S>                                           <C>                <C>   
                                                                                
Net asset value, beginning                    $15.26            $16.40


Income from investment operations
     Net investment income                       .58                .51
     Net realized and unrealized gain (loss)
     on investments                              1.35             (1.06)

     Total from investment operations            1.93             (.55)

Distributions from
     Net investment income                       (.68)             (.59)
     Net realized gains                          (.09)               --
         Total distributions                     (.77)             (.59)

Total increase (decrease) in net asset value     1.16              (1.14)

Net asset value, end of year                     $16.42           $15.26

Total return<F7>                                  12.88%            (2.94%)
     
Ratio to average net assets
     Net investment income                       3.61%            3.87%(a)

     Total expenses<F8>                          2.47%               --
     Net expenses                                2.46%            2.41%(a)


Expenses reimbursed                              --               1.85%(a)

Portfolio turnover                               12%              11%

Net assets, end of year (in thousands)           $394             $223

Number of shares outstanding at
end of year (in thousands)                       24               15

<FN>
<F7>Total return does not reflect deduction of Class A front-end sales
charge.
<F8>Effective December 31, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
</FN>

(a) Annualized
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

The Portfolio  seeks to earn the highest  level of interest  income exempt
from  Vermont and  federal  income  taxes as is  consistent  with  prudent
investment   management,   preservation   of  capital,   and  the  quality
characteristics  of the  Portfolio.  The  Portfolio  invests  primarily in
tax-exempt   investment-grade   municipal  obligations  of  the  State  of
Vermont   and   its    political    subdivisions    ("Vermont    Municipal
Obligations").  The  Portfolio  has  no  duration  restrictions,  but  the
average  portfolio  duration  is  expected  to be  between  four  and nine
years, although it may vary significantly.

Under  normal  market  conditions,  the  Portfolio  attempts  to invest at
least 65% of the value of its  assets in  Vermont  Municipal  Obligations.
The  Portfolio  will also attempt to invest the remaining 35% of its total
assets in these  obligations,  but may invest it in municipal  obligations
of other states,  territories,  and possessions of the United States,  the
District  of  Columbia,  and  their  respective   authorities,   agencies,
instrumentalities,  and  political  subdivisions.  Dividends  you  receive
from  the   Portfolio   that  are  derived  from  interest  on  tax-exempt
obligations  of other  governmental  issuers  will be exempt from  federal
tax, but may be subject to Vermont state income taxes.

   
Nondiversified

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

Municipal Obligations

Municipal  obligations in which the Portfolio may invest include,  but are
not  limited  to  general  obligation  bonds  and notes of state and local
issuers,  revenue  bonds of  various  transportation,  housing,  utilities
(e.g.,  water and sewer),  hospital  and other state and local  government
authorities,  tax and  revenue  anticipation  notes and bond  anticipation
notes,  municipal leases, and certificates of participation  therein,  and
private  activity bonds. See further  description  below and the Statement
of Additional Information.

Credit Quality

The credit  quality of municipal  obligations  is  determined by reference
to  a  commercial  credit  rating  service,   such  as  Moody's  Investors
Service,  Inc.  or  Standard  &  Poor's  Corporation.  In the  case of any
instrument  that  is  not  rated,  credit  quality  is  determined  by the
Advisor  under  the  supervision  of the  Board  of  Trustees.  Investment
grade,  as  determined  by a  NRSRO,  currently  defined  as the top  four
rating  categories,  i.e.,  AAA, AA, A and BBB.  Though  still  investment
grade,  securities rated BBB/Baa possess certain speculative  elements and
are generally more  susceptible to changing  market  conditions.  There is
no limitation  on the  percentage  of the  Portfolio's  assets that may be
invested  in unrated  obligations.  Such  obligations  may be less  liquid
than  rated  obligations  of  comparable  quality.  Please  refer  to  the
Appendix in the Statement of Additional  Information  for a description of
the ratings used by these services.

Variable Rate Obligations

The  Portfolio  may invest in variable  rate  obligations.  Variable  rate
obligations  have a yield that is adjusted  periodically  based on changes
in the level of  prevailing  interest  rates.  Floating  rate  obligations
have an interest  rate fixed to a known  lending  rate,  such as the prime
rate,  and  are  automatically  adjusted  when  the  known  rate  changes.
Variable  rate  obligations  lessen  the  capital   fluctuations   usually
inherent  in  fixed  income  investments,  which  diminishes  the  risk of
capital  depreciation  of  investment  securities  in  the  Portfolio  and
Portfolio  shares.  However,  should interest rates decline,  the yield of
the Portfolio  will decline and the Portfolio  and its  shareholders  will
forego  the  opportunity   for  capital   appreciation  of  its  portfolio
investments and of their shares.

<PAGE>

Demand Notes

The  Portfolio  may  invest in  floating  rate and  variable  rate  demand
notes.  Demand  notes  provide  that the holder may demand  payment of the
note at its par  value  plus  accrued  interest  by  giving  notice to the
issuer.  To ensure the  ability  of the issuer to make  payment on demand,
the note may be supported by an unconditional bank letter of credit.

Interest-Rate Risk

All fixed income  instruments are subject to interest-rate  risk; that is,
if the market  interest rates rise, the current  principal value of a bond
will  decline.  In  general,  the longer  the  maturity  of the bond,  the
greater the decline in value.  Because the  Portfolio's  average  duration
is between 4 and 9 years,  it would be expected  to be more  affected by a
rise in market  interest  rates than a short-term  money market fund,  but
less  adversely  affected by a rise in market  interest  rates than a fund
which invests in longer-term bonds.

Municipal Leases

The  Portfolio  may invest in municipal  leases.  A municipal  lease is an
obligation  of a  government  or  governmental  authority,  not subject to
voter   approval,   used  to  finance   capital   projects  or   equipment
acquisitions  and payable  through  periodic  rental  payments.  There are
additional   risks  inherent  in  investing  in  this  type  of  municipal
security.  Unlike  municipal  notes and  bonds,  where a  municipality  is
obligated  by law to  make  interest  and  principal  payments  when  due,
funding for lease  payments needs to be  appropriated  each fiscal year in
the  budget.  It is  possible  that a  municipality  will not  appropriate
funds for lease  payments.  The Advisor  considers risk of cancellation in
its  investment  analysis.  The Portfolio may purchase  unrated  municipal
leases.   The  Fund's   Advisor,   under   supervision  of  the  Board  of
Trustees/Directors,  is responsible  for determining the credit quality of
such leases on an ongoing  basis.  The Fund will invest only in  municipal
leases  that  meet its  credit  quality  restrictions.  Certain  municipal
leases may be  considered  illiquid  and  subject  to the Fund's  limit on
illiquid  investments.  The Board of  Trustees/Directors  has  established
guidelines  for  determining   whether  a  lease  is  illiquid.   See  the
Statement of  Additional  Information  for the factors  considered  by the
Board in determining liquidity and valuation of leases.

When-Issued Purchases

New issues of municipal  obligations  are offered on a when-issued  basis;
that is,  delivery and payment for the  securities  normally take place 15
to 45 days after the date of the transaction.  The payment  obligation and
the yield that will be  received on the  securities  are each fixed at the
time the buyer enters into the  commitment.  The Portfolio  will only make
commitments  to purchase  such  securities  with the intention of actually
acquiring the  securities,  but the  Portfolio  may sell these  securities
before  the  settlement  date if it is  deemed  advisable  as a matter  of
investment strategy.

Temporary Investments

From time to time for  liquidity  purposes  or pending the  investment  of
the proceeds of the sale of Portfolio  shares,  the  Portfolio  may invest
in  and  derive  up  to  20%  of  its  income  from   taxable   short-term
obligations of the U.S.  Government,  its agencies and  instrumentalities.
Interest  earned  from  such  taxable   investments  will  be  taxable  as
ordinary income unless you are otherwise exempt from taxation.

To minimize  taxable  income,  the  Portfolio  may also hold cash which is
not earning  income.  It is a  fundamental  policy of the  Portfolio  that
during normal market  conditions the  Portfolio's  assets will be invested
so that at least 80% of the  Portfolio's  annual  income will be federally
tax-exempt.

<PAGE>

Considerations for Investing in Vermont

Since the  Portfolio  attempts to invest at least 65 percent of its assets
in Vermont  Municipal  Obligations,  the  performance of the Portfolio may
be affected by local economic  conditions,  more than other funds.  If the
local economy in Vermont  suffers a downturn,  the Portfolio is limited in
its  alternative  investment  choices.  As with any  state,  you should be
aware that  certain  proposed  state or local  constitutional  amendments,
legislative  measures,  executive  orders,  administrative  regulations or
voter  initiatives,  in  addition  to  local  economic  conditions,  could
result in adverse  consequences  affecting the ability of the State or its
municipalities  to meet their  obligations in a timely manner,  which,  in
turn, could affect the Portfolio's performance.

See the  Statement of Additional  Information  for more detail on economic
conditions  in Vermont,  which may help you assess the risks of  investing
in Vermont.

Financial Futures, Options, and Other Investment Techniques

The  Portfolio  can use various  techniques  to  increase or decrease  its
exposure to changing  security  prices,  interest  rates, or other factors
that affect  security  values.  These  techniques  may involve  derivative
transactions  such as buying and selling  options  and  futures  contracts
and  leveraged  notes,  entering  into  swap  agreements,  and  purchasing
indexed  securities.  The  Portfolio  can use  these  practices  either as
substitution  or as  protection  against an adverse move in the  Portfolio
to adjust the risk and return  characteristics  of the  Portfolio.  If the
Advisor  judges market  conditions  incorrectly or employs a strategy that
does not  correlate  well  with  the  Portfolio's  investments,  or if the
counterparty  to the  transaction  does not  perform  as  promised,  these
techniques  could  result in a loss.  These  techniques  may  increase the
volatility  of a fund and may involve a small  investment of cash relative
to the magnitude of the risk  assumed.  Any  instruments  determined to be
illiquid  are  subject to the  Portfolio's  10%  restriction  on  illiquid
securities.  See below and the  Statement of  Additional  Information  for
more details about these strategies.

The Portfolio  may buy certain  financial  futures  contracts to hedge its
investments in municipal bonds.

Under certain  circumstances,  the Portfolio may purchase and sell certain
financial  futures contracts and certain options on futures  contracts.  A
financial  futures contract  obligates the seller of a contract to deliver
- -- and the  purchaser  of a contract  to take  delivery  of -- the type of
financial  instrument covered by the contract.  In the case of index-based
futures  contracts,  the obligation is in the form of a cash settlement at
a specific time for a specific price.

The Portfolio may only engage in futures  transactions  for the purpose of
hedging its investments in municipal  bonds against  declines in value and
to  hedge  against  increases  in the  cost of  securities  the  Portfolio
intends to purchase.  A sale of financial  futures contracts may provide a
hedge  against a  decline  in the value of  portfolio  securities  because
such  depreciation  may be offset,  in whole or in part, by an increase in
the  value  of  the  position  in  the  futures  contracts.  Similarly,  a
purchase of financial  futures  contracts  may provide a hedge  against an
increase  in the cost of  securities  intended  to be  purchased,  because
such  appreciation  may be offset,  in whole or in part, by an increase in
the value of the position in the futures contracts.

Types of futures contracts purchased.

The  Portfolio  intends to deal in futures  contracts  based upon The Bond
Buyer Municipal Bond Index, a  price-weighted  measure of the market value
of  40  large,   recently-issued   tax-exempt  bonds,  and  to  engage  in
transactions  in  exchange-listed   futures  contracts  on  U.S.  Treasury
securities.  The  Portfolio  may  also  engage  in  transactions  in other
futures  contracts,  such as futures  contracts  on other  municipal  bond
indexes that become  available,  if the investment  advisor  believes such
contracts  would be appropriate  for hedging the  Portfolio's  investments
in municipal bonds.

When the  Portfolio  purchases  a futures  contract,  it will  maintain an
amount  of cash,  cash  equivalents  (for  example,  commercial  paper and
daily  tender  adjustable  notes) or  short-term  high grade fixed  income
securities  in a segregated  account with the  Portfolio's  custodian,  so
that the  segregated  amount  plus the  amount of  initial  and  variation
margin  held in the account of its broker  equals the market  value of the
futures  contract,  thereby ensuring that the use of such futures contract
is unleveraged.  It is not anticipated  that  transactions in futures will
have the effect of increasing portfolio turnover.

<PAGE>

Closing out a futures position -- Risks

The  Portfolio  may close out its  position  in a futures  contract  or an
option  on  a  futures  contract  only  by  entering  into  an  offsetting
transaction  on the  exchange on which the position  was  established  and
only if there is a liquid  secondary market for the futures  contract.  If
it is not  possible  to  close  a  futures  position  entered  into by the
Portfolio,  the Portfolio could be required to make continuing  daily cash
payments of variation margin in the event of adverse price  movements.  In
such situations,  if the Portfolio has  insufficient  cash, it may have to
sell portfolio  securities to meet daily variation margin  requirements at
a time when it would be  disadvantageous  to do so. The inability to close
futures  or  options  positions  could  have  an  adverse  effect  on  the
Portfolio's  ability to hedge  effectively.  There is also risk of loss by
the  Portfolio of margin  deposits in the event of  bankruptcy of a broker
with whom the Portfolio has an open  position in a futures  contract.  The
success  of a  hedging  strategy  depends  on  the  Advisor's  ability  to
predict the direction of interest  rates and other economic  factors.  The
correlation  is  imperfect  between  movements in the prices of futures or
options  contracts,  and the movements of prices of the  securities  which
are  subject  to the  hedge.  If the  Portfolio  used a futures or options
contract to hedge  against a decline in the market,  and the market  later
advances (or  vice-versa),  the  Portfolio  may suffer a greater loss than
if it had not hedged.

Other Policies

The Portfolio may  temporarily  borrow money from banks to meet redemption
requests,  but  such  borrowing  may not  exceed  10% of the  value of the
Portfolio's  total assets.  The Portfolio has adopted certain  fundamental
investment  restrictions  which are  discussed in detail in the  Statement
of Additional Information.

YIELD AND TOTAL RETURN

Yield refers to income generated by an investment over a period of time
for each class.

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

Taxable Equivalent Yield

The  Portfolio  may  advertise  its  "taxable  equivalent  yield" for each
class.  The  taxable  equivalent  yield is the  yield  that  you  would be
required  to obtain  from  taxable  investments  to equal the yield of the
class,  all or a  portion  of which  may be  exempt  from  federal  income
taxes.  The taxable  equivalent yield is computed by taking the portion of
the yield  exempt from  regular  federal  income tax and  multiplying  the
exempt  yield by a factor based on a stated  income tax rate,  then adding
the portion of the yield that is not exempt from  regular  federal  income
tax. The factor that is used to  calculate  the taxable  equivalent  yield
is the  reciprocal  of the  difference  between  one  and  the  applicable
income tax rate, which will be stated in the advertisement.

The Portfolio may advertise its total return for each class. Total
return is based on historical results and is not intended to indicate
future performance.

Total  return is  calculated  separately  for each class.  It includes not
only the  effect  of  income  dividends  but also any  change in net asset
value,  or principal  amount,  during the stated period.  The total return
for each class shows its  overall  change in value,  including  changes in
share  price  and  assuming  all  of  the   dividends   and  capital  gain
distributions  are  reinvested.  A cumulative  total  return  reflects the
performance  over a stated period of time. An average  annual total return
reflects  the  hypothetical  annual  compounded  return  that  would  have
produced  the same  cumulative  total return if the  performance  had been
constant over the entire  period.  Because  average annual returns tend to
smooth out variations in the returns,  you should  recognize that they are
not the same as actual  year-by-year  results.  Both types of total return
for  Class A  shares  usually  will  include  the  effect  of  paying  the
front-end sales charge.  Of course,  total returns will be higher if sales
charges are not taken into  account.  Quotations  of  "return wihout maximum 
load" do not reflect  deduction of the sales charge.  You should  consider  
return without maximum load figures  only if you qualify for a reduced  sales
charge,  or for purposes of comparison with  comparable  figures which also 
do not reflect sales   charges,   such  as  mutual  fund  averages   compiled  
by  Lipper Analytical  Services,  Inc.  Further  information  about  the  
Portfolio's performance is contained in its Annual Report to  Shareholders,  
which may be obtained without charge.

<PAGE>

MANAGEMENT OF THE FUND

The Board of Trustees supervises the Portfolio's activities and reviews
its contracts with companies that provide it with services.

   
The Portfolio is a series of Calvert  Tax-Free  Reserves (the "Fund"),  an
open-end  management  investment  company,   organized  as  a
Massachusetts  business  trust on October 20,  1980.  The other  series of
the Fund  include  the Money  Market  Portfolio,  Limited-Term  Portfolio,
Long-Term Portfolio, and the California Money Market Portfolio.
    

The Fund is not  required  to hold  annual  shareholder  meetings  for the
Portfolio,  but  special  meetings  may be  called  for such  purposes  as
electing   Trustees,   changing   fundamental   policies,   and  approving
management  contracts.  As a  shareholder,  you  receive one vote for each
share of the  Portfolio  you own,  except that matters  affecting  classes
differently,  such as Distribution  Plans,  will be voted on separately by
the affected class(es).

Portfolio Managers

   
Investment  selections  for the  Portfolio are made by David R. Rochat and
Reno J.  Martini.  Mr.  Rochat is a Director and Senior Vice  President of
Calvert  Asset  Management  Company,  Inc.  He is a  Trustee/Director  and
Senior  Vice  President  of First  Variable  Rate Fund,  Calvert  Tax-Free
Reserves,  Money Management Plus, The Calvert Fund, and Calvert  Municipal
Fund,  Inc.,  and is  primarily  responsible  for setting  the  investment
strategy of the trading  department,  utilizing over 20 years'  experience
in the  securities  and  investment  community.  Mr. Rochat joined Calvert
Group  in  1981  after   establishing  and  managing  the  municipal  bond
department at Donaldson,  Lufkin, & Jenrette Securities  Corporation.  Mr.
Martini,  a Director of Calvert  Group,  Ltd.,  and Senior Vice  President
and Chief Investment  Officer of Calvert Asset Management  Company,  Inc.,
oversees  management  of all Calvert  Group  portfolios.  He has extensive
experience in evaluating and purchasing municipal securities.
    

Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.

   
Calvert Group,  Ltd.,  parent of the Fund's investment  advisor,  transfer
agent,  and  distributor,  is a subsidiary of Acacia Mutual Life Insurance
Company  of  Washington,   D.C.  Calvert  Group  is  one  of  the  largest
investment  management firms in the Washington,  D.C. area. Calvert Group,
Ltd. and its  subsidiaries  are located at 4550 Montgomery  Avenue,  Suite
1000N,  Bethesda,  Maryland 20814. As of December 31, 1995,  Calvert Group
managed and  administered  assets in excess of $4.8  billion and more than
200,000 shareholder and depositor accounts.
    

Calvert Asset Management serves as Advisor to the Fund.

   
Calvert  Asset  Management  Company,  Inc.  (the  "Advisor") is the Fund's
investment  advisor.   The  Advisor  provides  the  Fund  with  investment
supervision  and  management,  administrative  services and office  space;
furnishes  executive  and  other  personnel  to the  Fund;  and  pays  the
salaries  and  fees of all  Trustees  who are  affiliated  persons  of the
Advisor.  The  Advisor may also  assume and pay  certain  advertising  and
promotional  expenses  of the Fund and  reserves  the right to  compensate
broker-dealers   in  return  for  their   promotional  or   administrative
services.  For its  services  during  fiscal  year 1995,  the  Advisor was
entitled  to  and  did  receive,   pursuant  to  the  Investment  Advisory
Agreement, a fee equal to 0.60% of the Portfolio's average net assets.
    

<PAGE>

Calvert Administrative Services Company provides administrative services
for the Fund.

Calvert  Administrative  Services  Company  ("CASC"),  an affiliate of the
Advisor,  has been  retained  by  Calvert  Tax-Free  Reserves  to  provide
certain  administrative  services necessary to the conduct of its affairs,
including the preparation of regulatory  filings and shareholder  reports,
the daily  determination  of its net asset value per share and  dividends,
and the maintenance of its portfolio and general accounting  records.  For
providing such services,  CASC receives a total fee from Calvert  Tax-Free
Reserves of $200,000 per year,  allocated  among the  Portfolios  based on
assets.

Calvert Distributors, Inc. serves as underwriter to market the Fund's
shares.

Calvert  Distributors,  Inc. ("CDI") is the Fund's  principal  underwriter
and distributor.  Under the terms of its  underwriting  agreement with the
Fund,  CDI markets and  distributes  the Fund's shares and is  responsible
for payment of  commissions  and service  fees to  broker-dealers,  banks,
and  financial  services  firms,  preparation  of  advertising  and  sales
literature,  and  printing  and  mailing of  prospectuses  to  prospective
investors.

The transfer agent keeps your account records.

Calvert  Shareholder  Services,  Inc.  is the  Fund's  transfer,  dividend
disbursing and shareholder servicing agent.

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Portfolio in several ways.

An account application accompanies this prospectus. A completed and
signed application is required for each new account you open, regardless
of the method you choose for making your initial investment. Additional
forms may be required from corporations, associations, and certain
fiduciaries. If you have any questions or need extra applications, call
your broker, or Calvert Group at 800-368-2748. Be sure to specify which
class of shares you wish to purchase.

Alternative Sales Options

The Portfolio offers two classes of shares:

Class A Shares - Front End Load Option

Class A shares  are sold  with a  front-end  sales  charge  at the time of
purchase.  Class A shares are not subject to a sales  charge when they are
redeemed.

Class C shares - Level Load Option

Class C shares  are sold  without a sales  charge at the time of  purchase
or redemption.

   
Class C shares have higher expenses

The  Portfolio  bears  some of the  costs  of  selling  its  shares  under
Distribution  Plans  adopted with  respect to its Class C shares  pursuant
to Rule 12b-1 under the 1940 Act.  Class A has not adopted a  Distribution
Plan.  The  Class C  Distribution  Plan  provides  for the  payment  of an
annual  distribution  fee to CDI of up to 0.75%,  plus a service fee of up
to 0.25%, for a total of 1.00% of the average daily net assets.
    

Considerations for deciding which class of shares to buy

Income  distributions  for Class A shares  will  probably  be higher  than
those  for  Class C  shares,  as a  result  of the  distribution  expenses
described  above.   (See  also  "Yield  and  Total  Return.")  You  should
consider  Class A shares if you qualify for a reduced  sales  charge under
Class  A or if you  plan  to  hold  the  shares  for  several  years.  The
Portfolio  will not normally  accept any purchase of Class C shares in the
amount of $1,000,000 or more.

Class A Shares

Class A shares are offered at net asset value plus a front-end sales
charge as follows:

<TABLE>
<CAPTION>

Amount of                  As a % of       As a % of      Allowed to Dealers
Investment                 offering        net amount     as a % of offering
                           price           invested       price

<S>                        <C>             <C>             <C>   
                                                                              
Less than $50,000          3.75%           3.90%           3.00%
$50,000 but less
than $100,000              3.00%           3.09%           2.25%
$100,000 but less
than $250,000              2.25%           2.30%           1.75%
$250,000 but less
than $500,000              1.75%           1.78%           1.25%
$500,000 but less
than $1,000,000            1.00%           1.01%           0.80%
$1,000,000 and over        0.00%           0.00%           0.25%*

**For new  investments  (new purchases but not exchanges) of $1 million or
more a  broker-dealer  will have the choice of being  paid a finder's  fee
by CDI in one of the following  methods:  (1) CDI may pay  broker-dealers,
on a  monthly  basis  for  12  months,  an  annual  rate  of up to  0.30%.
Payments   will   be   made   less   redemptions;   or  (2)  CDI  may  pay
broker-dealers  0.25%  of  the  amount  of  the  purchase;   however,  CDI
reserves  the  right to  recoup  any  portion  of the  amount  paid to the
dealer if the  investor  redeems  some or all of the shares from the Funds
within  thirteen  months  of the  time  of  purchase.  Quarterly  trailing
compensation will begin in the thirteenth month.

</TABLE>

<PAGE>

Sales  charges on Class A shares may be reduced or  eliminated  in certain
cases. See Exhibit A to this prospectus.

The  sales  charge  is paid to CDI,  which  in turn  normally  reallows  a
portion to your  broker-dealer.  Upon written  notice to dealers with whom
it has  dealer  agreements,  CDI may  reallow  up to the  full  applicable
sales  charge.  Dealers to whom 90% or more of the entire  sales charge is
reallowed may be deemed to be  underwriters  under the  Securities  Act of
1933.

In  addition  to any sales  charge  reallowance,  your  broker-dealer,  or
other  financial   service  firm  through  which  your  account  is  held,
currently  will be paid  periodic  service fees at an annual rate of up to
0.15% of the  average  daily  net  asset  value of Class A shares  held in
accounts maintained by that firm.

Class C Shares

Class C shares are not available  through all dealers.  Class C shares are
offered  at net  asset  value,  without  a  front-end  sales  charge  or a
contingent  deferred sales charge.  Class C expenses are higher than those
of Class A.

Class C Distribution Plan

   
The  Portfolio has adopted a  Distribution  Plan with respect to its Class
C shares (the "Class C  Distribution  Plan"),  which provides for payments
at an annual rate of up to 1.00% of the  average  daily net asset value of
Class C shares,  to pay  expenses of the  distribution  and  servicing  of
Class C shares.  Amounts  paid by the Fund under the Class C  Distribution
Plan are  currently  used by CDI to pay  dealers and other  selling  firms
dealer-paid  quarterly  compensation  at an  annual  rate of up to  1.00%,
which may include a service  fee at an annual rate of up to 0.25%,  of the
average  daily net asset value of the  accounts  maintained  by that firm.
For the 1995 fiscal year, the Class C  Distribution  Plan expenses for the
Portfolio were 1.00%.
    

Arrangements with Broker-Dealers and Others (all classes)

CDI may also pay additional  concessions,  including non-cash  promotional
incentives,   such  as   merchandise  or  trips,   to  dealers   employing
registered  representatives  who  have  sold  or are  expected  to  sell a
minimum  dollar  amount of shares of the Fund and/or shares of other Funds
underwritten  by CDI.  CDI may make  expense  reimbursements  for  special
training  of  a  dealer's  registered   representatives,   advertising  or
equipment,  or  to  defray  the  expenses  of  sales  contests.   Eligible
marketing  and   distribution   expenses  may  be  paid  pursuant  to  the
Portfolio's Rule 12b-1 Distribution Plan.

Dealers or others may receive  different levels of compensation  depending
on which class of shares they sell.  Payments  pursuant to a  Distribution
Plan are included in the operating expenses of the class.

The Distribution Plan may be terminated at any time by a vote of the
Independent Trustees or by vote of a majority of the outstanding voting
shares of the respective class.

<PAGE>


                            HOW TO BUY SHARES
              BE SURE TO SPECIFY WHICH CLASS YOU ARE BUYING

Method               New Accounts                  Additional Investments

By Mail              $2,000 minimum                $250 minimum


                                    
                     Please make your check        Please make your check  
                     payable to the Portfolio      payable to the Portfolio
                     and mail it with your         and mail it with your       
                     investment slip to:           application to:         
                                                                               
                                                                               
                     Calvert Group                Calvert Group               
                     P.O. Box 419739              P.O. Box 419544         
                     Kansas City, MO              Kansas City, MO            
                     64141-6739                   64141-6544        
                                                                            

By Registered, Certified, or Overnight Mail:           
                                    
                    Calvert Group                 Calvert Group        
                    c/o NFDS, 6th Floor           c/o NFDS, 6th Floor  
                    1004 Baltimore                1004 Baltimore       
                    Kansas City, MO               Kansas City, MO      
                    64105-1807                    64105-1807           
                                   
Through Your Broker $2,000 minimum                $250 minimum


At the Calvert      Visit the Calvert Branch Office to
                    make investments by check.
Branch Office       See back cover page for the address.

<PAGE>

FOR ALL OPTIONS BELOW, PLEASE CALL YOUR BROKER, OR CALVERT GROUP AT
800-368-2745

By Exchange        $2,000 minimum          $250 minimum
(From your account in another Calvert Group Fund)

When opening an account by exchange, your new account must be
established with the same name(s), address and taxpayer identification
number as your existing Calvert account.

By Bank Wire       $2,000 minimum          $250 minimum

By Calvert Money   Not Available for       $50 minimum
Controller*        Initial Investment

*Please allow sufficient time for Calvert Group to process your initial
request for this service, normally 10 business days. The maximum
transaction amount is $300,000, and your purchase request must be
received by 4:00 p.m. Eastern time.

NET ASSET VALUE

Net asset value per share  ("NAV")  refers to the worth of one share.  NAV
is  computed  separately  for  each  class  by  adding  the  value  of all
portfolio  holdings,  plus other assets,  deducting  liabilities  and then
dividing  the  result by the number of shares  outstanding.  This value is
calculated at the close of the  Portfolio's  business day, which coincides
with the  closing of the  regular  session of the New York Stock  Exchange
(normally  4:00 p.m.  Eastern  time).  The  Portfolio is open for business
each day the New York Stock Exchange is open.

Portfolio   securities  and  other  assets  are  valued  based  on  market
quotations,  except that securities  maturing within 60 days are valued at
amortized  cost. If quotations  are not  available,  securities are valued
by a method that the Board of Trustees believes  accurately  reflects fair
value.

All  purchases of Portfolio  shares will be confirmed and credited to your
account in full and  fractional  shares  (rounded to the nearest 1/1000 of
a share).

WHEN YOUR ACCOUNT WILL BE CREDITED

Before you buy shares, please read the following information to make
sure your investment is accepted and credited properly.

Your  purchase  will be processed at the offering  price based on the next
net asset value calculated  after your order is received and accepted.  If
your  purchase is received by 4:00 p.m.  Eastern  time,  your account will
be  credited  on the day of receipt.  If your  purchase is received  after
4:00 p.m.  Eastern  time,  it will be credited the next business day. 
Check purchases received at the branch location will be credited the next
business day.  Any check purchase received without an investment slip may
cause delayed crediting.  Your purchases  must be made in U.S. dollars  and 
checks must be drawn on U.S. banks.  No cash will be  accepted.  The  Portfolio
reserves  the right to suspend  the  offering  of shares  for a period  of 
time or to reject  any specific  purchase  order.  If your check does not  
clear,  your  purchase will be  canceled  and you will be charged a $10 fee 
plus  costs  incurred by the  Portfolio.  When  you  purchase  by check  or 
with  Calvert  Money Controller,  those funds will be on hold for up to 10  
business  days from the date of receipt.  During that period,  redemptions 
against those funds will  not be  honored.  To  avoid  this  collection  
period,  you can wire federal funds from your bank, which may charge you a fee.

Certain financial  institutions or broker-dealers  which have entered into
a sales  agreement  with the  Distributor  may  enter  confirmed  purchase
orders on behalf of  customers by phone,  with payment to follow  within a
number of days of the order as  specified  by the  program.  If payment is
not received in the time  specified,  the financial  institution  could be
held liable for resulting fees or losses.

EXCHANGES

You may exchange shares of the Portfolio for shares of the same class of
other Calvert Group Funds.


If your investment  goals change,  the Calvert Group Family of Funds has a
variety of  investment  alternatives  that  includes  common  stock funds,
tax-exempt  and  corporate  bond  funds,   and  money  market  funds.  The
exchange  privilege  is a  convenient  way to buy shares in other  Calvert
Group  Funds in order to  respond  to  changes  in your goals or in market
conditions.  However,  the Portfolio is intended as a long-term investment
and not for frequent  short-term  trades.  To protect  performance  and to
minimize  costs,  Calvert  Group  discourages  frequent  exchanges and may
prohibit  additional  purchases of Portfolio  shares by persons engaged in
too many  short-term  trades.  Shareholders  (and those managing  multiple
accounts) who make two purchases  and two exchange  redemptions  of shares
of the same Fund or  Portfolio  during any  6-month  period  will be given
written  notice  that  they  may  be  prohibited  from  making  additional
investments.  These policies do not prohibit you from redeeming  shares of
the Funds and do not apply to trades  solely  among  money  market  funds.
Before you make an  exchange  from a Fund or  Portfolio,  please  note the
following:

   
Each exchange represents the sale of shares of one Fund or Portfolio and
the purchase of shares of another. Therefore, you could realize a
taxable gain or loss on the transaction.
    


<PAGE>

o    Call your broker or a Calvert  representative  for  information and a
prospectus  for any of  Calvert's  other Funds  registered  in your state.
Read  the  prospectus  of the Fund or  Portfolio  into  which  you want to
exchange for relevant information, including class offerings.

o    Complete  and sign an  application  for an  account  in that  Fund or
Portfolio,  taking care to register  your new account in the same name and
taxpayer  identification  number  as  your  existing  Calvert  account(s).
Exchange  instructions  may  then  be  given  by  telephone  if  telephone
redemptions  have been  authorized  and the shares are not in  certificate
form.

o    Shares  on which you have  already  paid a sales  charge  at  Calvert
Group and shares acquired by  reinvestment of dividends and  distributions
may be exchanged into another Fund at no additional charge.

   
For  purposes of the exchange  privilege,  effective  July 31,  1996,  the
Portfolio  is related  to Summit  Cash  Reserves  Fund by  investment  and
investor  services.  The  Portfolio  reserves  the right to  terminate  or
modify the exchange privilege in the future upon 60 days' written notice.
    

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour total return quotations and prices

Calvert Group has a  round-the-clock  telephone service that lets existing
customers  use  a  push  button  phone  to  obtain   prices,   performance
information, account balances, and authorize certain transactions.

Calvert Money Controller

Calvert Money Controller eliminates the delay of mailing a check or the
expense of wiring funds. You can request this free service on your
application.

   
This  service  allows you to  authorize  electronic  transfers of money to
purchase  or  sell  shares.  You  use  Calvert  Money  Controller  like an
"electronic  check" to move  money  ($50 to  $300,000)  between  your bank
account and your  Calvert  Group  account  with one phone call.  Allow two
business  days after the call for the  transfer to take  place;  for money
recently  invested,  allow normal check  clearing  time (up to 10 business
days) before redemption proceeds are sent to your bank.
    

You  may  also  arrange  systematic   monthly  or  quarterly   investments
(minimum  $50) into your Calvert Group  account.  After you give us proper
authorization,  your  bank  account  will  be  debited  to  purchase  Fund
shares.  A  debit  entry  will  appear  on  your  bank  statement.   Share
purchases  made through  Calvert Money  Controller  will be subject to the
applicable  sales  charge.  If you  would  like to make  arrangements  for
systematic  monthly  or  quarterly  redemptions  from your  Calvert  Group
account,  call  your  broker  or  Calvert  Group  for a  Money  Controller
Application.

<PAGE>

Telephone Transactions

Calvert may record all telephone calls.

You may purchase,  redeem, or exchange shares,  wire funds and use Calvert
Money  Controller  by  telephone  if  you  have   pre-authorized   service
instructions.  You  automatically  have  telephone  privileges  unless you
elect  otherwise.  The Fund, the transfer  agent and their  affiliates are
not liable for acting in good  faith on  telephone  instructions  relating
to  your  account,  so  long  as  they  follow  reasonable  procedures  to
determine that the telephone  instructions  are genuine.  Such  procedures
may include  recording  the  telephone  calls and  requiring  some form of
personal  identification.  You should  verify the  accuracy  of  telephone
transactions immediately upon receipt of your confirmation statement.

Optional Services

   
Complete the application for the easiest way to establish services.
    

The easiest way to  establish  optional  services  on your  Calvert  Group
account  is to select  the  options  you  desire  when you  complete  your
account  application.  If you wish to add  other  options  later,  you may
have  to  provide  Calvert  Group  with   additional   information  and  a
signature   guarantee.   Please  call   Calvert   Investor   Relations  at
800-368-2745 for further  assistance.  For our mutual  protection,  we may
require a signature guarantee on certain written transaction  requests.  A
signature  guarantee verifies the authenticity of your signature,  and may
be obtained from any bank,  trust company,  savings and loan  association,
credit union,  broker-dealer  firm or member of a domestic stock exchange.
A signature guarantee cannot be provided by a notary public.

Householding of General Mailings

   
Householding reduces Fund expenses and saves paper and trees for the
environment.
    

If you have  multiple  accounts  with  Calvert,  you may receive  combined
mailings of some shareholder  information,  such as semi-annual and annual
reports.  Please contact  Calvert  Investor  Relations at  800-368-2745 to
receive additional copies of information.

Special Services and Charges

The Portfolio pays for shareholder  services but not for special  services
that  are  required  by a  few  shareholders,  such  as a  request  for  a
historical  transcript  of an  account.  You  may  be  required  to  pay a
research fee for these special services.

If you are  purchasing  shares  of the  Portfolio  through  a  program  of
services  offered by a  securities  dealer or financial  institution,  you
should read the program  materials in  conjunction  with this  Prospectus.
Certain  features of the Portfolio may be modified in these programs,  and
administrative  charges may be imposed by the  broker-dealer  or financial
institution for the services rendered.

SELLING YOUR SHARES

You may redeem all or a portion of your shares on any business  day.  Your
shares  will be  redeemed  at the next net asset  value  calculated  after
your redemption  request is received and accepted.  See below for specific
requirements  necessary to make sure your redemption  request is accepted.
Remember  that the  Portfolio  may hold payment on the  redemption of your
shares until it is reasonably  satisfied  that  investments  made by check
or by Calvert  Money  Controller  have been  collected  (normally up to 10
business days).

<PAGE>

Redemption Requirements To Remember

To ensure acceptance of your redemption request, please follow the
procedures described here and below.

   
Once your shares are  redeemed,  the proceeds will normally be sent to you
on  the  next  business  day,  but  if  making  immediate   payment  could
adversely  affect  the  Portfolio,  it may  take  up to  seven  (7)  days.
Calvert Money  Controller  redemptions  generally will be credited to your
bank account on the second  business  day after your phone call.  When the
New York Stock  Exchange  is closed (or when  trading is  restricted)  for
any reason  other than its  customary  weekend  or  holiday  closings,  or
under any emergency  circumstances  as determined  by the  Securities  and
Exchange  Commission,  redemptions  may  be  suspended  or  payment  dates
postponed.
    

Minimum account balance is $1,000 per Portfolio.

Please  maintain  a  balance  in  your  account  of at  least  $1,000  per
Portfolio,  per class.  If, due to  redemptions,  the account  falls below
$1,000,  or you  fail to  invest  at least  $1,000,  your  account  may be
closed and the proceeds  mailed to you at the address of record.  You will
be given  notice  that your  account  will be closed  after 30 days unless
you make an  additional  investment  to increase  your account  balance to
the $1,000 minimum per Portfolio.

HOW TO SELL YOUR SHARES

By Mail To:

Calvert Group
P.O. Box 419544
Kansas City, MO
64179-6544

You may redeem  available  shares from your account at any time by sending
a letter of  instruction,  including  your name,  account and Fund number,
the  number of shares  or dollar  amount,  and where you want the money to
be sent.  Additional  requirements,  below, may apply to your account. The
letter of instruction must be signed by all required  authorized  signers.
If you want the  money  to be wired to a bank not  previously  authorized,
then a voided  bank check must be  enclosed  with your  letter.  If you do
not have a voided  check or if you would like  funds  sent to a  different
address or another person, your letter must be signature guaranteed.


Type of                    Requirements
Registration

Corporations               Letter of instruction and a corporate resolution,
Associations               signed by person(s) authorized to act on the         
                           account, accompanied by signature guarantee(s).
                    
                         
Trusts                     Letter of instruction signed by the Trustee(s)
                           (as Trustee), with a signature guarantee. 
                           (If the Trustee's name is not registered on your
                           account, provide a copy of the trust document,
                           certified within the last 60 days.)

By Telephone

Please  call  800-368-2745.  You may redeem  shares  from your  account by
telephone  and have your money  mailed to your  address of record or wired
to an address or bank you have  previously  authorized.  A charge of $5 is
imposed  on  wire   transfers   of  less  than  $1,000.   See   "Telephone
Transactions" on page ___.

Calvert Money Controller

Please  allow  sufficient  time for Calvert  Group to process your initial
request  for  this  service  (normally  10  business  days).  You may also
authorize   automatic   fixed   amount   redemptions   by  Calvert   Money
Controller.  All  requests  must be  received by 4:00 p.m.  Eastern  time.
Accounts cannot be closed by this service.

Exchange to Another Calvert Group Fund

You must meet the  minimum  investment  requirement  of the other  Calvert
Group Fund or  Portfolio.  You can only  exchange  between  accounts  with
identical  names,  addresses and taxpayer  identification  number,  unless
previously authorized with a signature-guaranteed letter.

Systematic Check Redemptions

If you  maintain  an account  with a balance  of $10,000 or more,  you may
have up to two (2)  redemption  checks for a fixed  amount  sent to you on
the 15th of each month,  simply by sending a letter with all  information,
including your account number,  and the dollar amount ($100  minimum).  If
you would like a regular  check  mailed to another  person or place,  your
letter must be signature guaranteed.

Through your Broker

If your  account  is  held in your  broker's  name  ("street  name"),  you
should  contact  your  broker  directly  to  transfer,  exchange or redeem
shares.

<PAGE>

DIVIDENDS, CAPITAL GAINS AND TAXES

Dividends from the Portfolio's net investment income are declared and
paid monthly.

Net  investment  income  consists of the interest  income,  net short-term
capital  gains,  if any, and dividends  declared and paid on  investments,
less expenses.  Distributions  of the Portfolio's  net short-term  capital
gains  (treated  as  dividends  for tax  purposes)  and its net  long-term
capital gains,  if any, are normally  declared and paid by the Fund once a
year;  however,   the  Portfolio  does  not  anticipate  making  any  such
distributions  unless available  capital loss carryovers have been used or
have  expired.  Dividend  and  distribution  payments  will  vary  between
classes; dividend payments will generally be higher for Class A shares.

Dividend Options

   
Dividends and any distributions  are automatically  reinvested in the same
Portfolio at net asset value (no sales  charge),  unless you elect to have
the  dividends  of $10 or more paid in cash (by check or by Calvert  Money
Controller).  Dividends and  distributions  may be automatically  invested
in an identically  registered  account with the same account number in any
other  Calvert  Group Fund or Portfolio at net asset value.  If reinvested
in the same  Fund  account,  new  shares  will be  purchased  at net asset
value on the  reinvestment  date,  which is generally 1 to 3 days prior to
the  payment  date.  You  must  be a  shareholder  on the  record  date to
receive  dividends.  You  must  notify  the Fund in  writing  prior to the
record  date  to  change  your  payment  options.  If you  elect  to  have
dividends and/or  distributions  paid in cash, and the U.S. Postal Service
cannot deliver the check,  or if it remains  uncashed for six months,  it,
as well as future  dividends  and  distributions,  will be  reinvested  in
additional shares.
    

"Buying a Dividend"


At the time of  purchase,  the share  price of the  Portfolio  may reflect
undistributed  income,   capital  gains  or  unrealized   appreciation  of
securities.   Any  capital  gains  from  these  amounts  which  are  later
distributed  to  you  are  fully  taxable.   On  the  record  date  for  a
distribution,  the  Portfolio's  share  value is  reduced by the amount of
the  distribution.  If you buy shares just before the record date ("buying
a  dividend")  you will pay the full price for the shares and then receive
a portion of the price back as a taxable distribution.

Federal Taxes

Dividends  derived  from  interest  on  municipal  obligations  constitute
exempt-interest  dividends,  on  which  you are  not  subject  to  federal
income tax.  However,  dividends  which are from taxable  interest and any
distributions  of  short-term  capital gain are taxable to you as ordinary
income.  If the Portfolio  makes any  distributions  of long-term  capital
gains,  then  these  are  taxable  to  you  as  long-term  capital  gains,
regardless  of how long you held your shares of the  Portfolio.  Dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included  in  federal  alternative  minimum  tax for  individuals  and for
corporations.

If any taxable  income or gains are paid, in January,  the Portfolio  will
mail you Form  1099-DIV  indicating  the federal  tax status of  dividends
paid to you by the Portfolio during the past year.

You may  realize  a  capital  gain or  loss  when  you  redeem  (sell)  or
exchange shares.

If you  sell or  exchange  your  Fund  shares  you  will  have a short  or
long-term  capital  gain or loss,  depending  on how long  you  owned  the
shares  which were sold.  In  January,  the Fund will mail you Form 1099-B
indicating the proceeds from all sales,  including  exchanges.  You should
keep  your  annual  year-end  account  statements  to  determine  the cost
(basis) of the shares to report on your tax returns.

State and Local Taxes

Dividends  derived  from  interest on Vermont  state or local  obligations
are exempt  from  Vermont  personal  income  tax,  as are  dividends  from
obligations  issued  by  certain  territories,  such as Puerto  Rico.  The
Portfolio  will  advise  you each  January  of the  percent  of  dividends
qualifying  for this  exemption.  You should consult your tax advisor with
regard to how certain dividends affect you.

Taxpayer Identification Number

If  we  do  not  have   your   correct   Social   Security   or   Taxpayer
Identification  Number ("TIN") and a signed certified  application or Form
W-9, Federal  law may  require  the  Portfolio  to  withhold  31% of your
dividends and certain  redemptions.  In addition,  you may be subject to a
fine.  You  will  also be  prohibited  from  opening  another  account  by
exchange.  If this TIN  information  is not received  within 60 days after
your account is  established,  your account may be redeemed at the current
NAV on the  date of  redemption.  The  Portfolio  reserves  the  right  to
reject  any new  account  or any  purchase  order for  failure to supply a
certified TIN.

<PAGE>

                                EXHIBIT A
==========================================================================
REDUCED SALES CHARGES (CLASS A ONLY)

You may qualify for a reduced sales charge through several purchase
plans available. You must notify the Fund at the time of purchase to
take advantage of the reduced sales charge.


Right of Accumulation
The  sales  charge  is  calculated  by taking  into  account  not only the
dollar  amount of a new  purchase  of shares,  but also the higher of cost
or current  value of shares  previously  purchased in Calvert  Group Funds
that impose  sales  charges.  This  automatically  applies to your account
for each new purchase.


Letter of Intent
If you plan to  purchase  $50,000 or more of Fund  shares over the next 13
months,  your sales  charge may be reduced  through a "Letter of  Intent."
You pay the lower sales  charge  applicable  to the total  amount you plan
to invest  over the  13-month  period,  excluding  any money  market  fund
purchases.  Part of your shares will be held in escrow,  so that if you do
not  invest the amount  indicated,  you will have to pay the sales  charge
applicable   to  the   smaller   investment   actually   made.   For  more
information, see the Statement of Additional Information.


Group Purchases
If you are a member of a qualified  group,  you may purchase shares of the
Fund at the  reduced  sales  charge  applicable  to the  group  taken as a
whole.  The sales  charge is  calculated  by taking into  account not only
the  dollar  amount of the  shares  you  purchase,  but also the higher of
cost or current value of shares  previously  purchased and currently  held
by other members of your group.

A "qualified  group" is one which (i) has been in existence  for more than
six  months,  (ii) has a purpose  other than  acquiring  Fund  shares at a
discount,  and (iii)  satisfies  uniform  criteria  which  enable  CDI and
dealers   offering   Fund  shares  to  realize   economies   of  scale  in
distributing  such  shares.  A  qualified  group  must  have  more than 10
members,   must  be  available  to  arrange  for  group  meetings  between
representatives  of CDI or dealers  distributing  the Fund's shares,  must
agree to  include  sales and other  materials  related  to the Fund in its
publications  and  mailings  to  members  at  reduced or no cost to CDI or
dealers,  and must seek to arrange  for  payroll  deduction  or other bulk
transmission  of  investments  to the  Fund.  Members  of a group  are not
eligible for a Letter of Intent.


Other Circumstances
There is no sales  charge on shares of any fund  (portfolio  or series) of
the Calvert  Group of Funds sold to: (1)  current  and retired  members of
the Board of  Trustees/Directors  of the Calvert Group of Funds,  (and the
Advisory  Council of the Calvert Social  Investment  Fund); (2) directors,
officers and employees of the Advisor,  Distributor,  and their affiliated
companies;  (3)  directors,  officers and  registered  representatives  of
brokers  distributing  the Fund's shares;  and immediate family members of
persons  listed in (1),  (2),  or (3)  above;  (4)  dealers,  brokers,  or
registered  investment  advisors that have entered into an agreement  with
CDI providing  specifically  for the use of shares of the Fund  (Portfolio
or Series) in  particular  investment  programs  or  products  (where such
program or product  already has a fee charged  therein) made  available to
the clients of such dealer,  broker,  or  registered  investment  advisor;
(5) trust  departments of banks or savings  institutions for trust clients
of such bank or savings  institution;  and (6) purchases  placed through a
broker  maintaining  an  omnibus  account  with  the  Fund  (Portfolio  or
Series)  and  the  purchases  are  made  by  (a)  investment  advisors  or
financial   planners  placing  trades  for  their  own  accounts  (or  the
accounts of their  clients) and who charge a  management,  consulting,  or
other fee for their services;  or (b) clients of such investment  advisors
or  financial  planners  who place  trades for their own  accounts if such
accounts are linked to the master  account of such  investment  advisor or
financial  planner on the books and  records  of the  broker or agent;  or
(c)  retirement  and deferred  compensation  plans and trusts,  including,
but not limited to,  those  defined in Section 401(a) or Section 403(b) of 
the I.R.C., and "rabbi trusts."


Dividends and Capital Gain Distributions from other Calvert Group Funds
You may prearrange to have your  dividends and capital gain  distributions
from  another  Calvert  Group  Fund  automatically   invested  in  another
account with no additional sales charge.

Reinstatement Privilege
If you redeem  Fund  shares and then  within 30 days decide to reinvest in
the same Fund,  you may do so at the net asset value next  computed  after
the reinvestment  order is received,  without a sales charge.  You may use
the  reinstatement  privilege  only once.  The Fund  reserves the right to
modify or eliminate this privilege.


<PAGE>

TABLE OF        Fund Expenses                        Alternative Sales Options
CONTENTS        Financial Highlights                 When Your Account
                Investment Objective and Policies    Will Be Credited
                Yield and Total Return               Exchanges
                Management of the Fund               Other Calvert Group
                SHAREHOLDER GUIDE:                   Services
                How to Buy Shares                    Selling Your Shares
                Net Asset Value                      How to Sell Your
                Shares                               Dividends, Capital   
                                                     Gains and Taxes      
                                                     Exhibit A - Reduced  
                                                     Sales Charges        
                                                       

   
To Open an Account:                                  Prospectus
     800-368-2748 April 30, 1996
    

                                                     CALVERT TAX-FREE
                                                     RESERVES VERMONT MUNICIPAL
                                                     PORTFOLIO
                                                     
Performance and Prices:
Calvert Information Network
24 hours, 7 days a week
     800-368-2745

Service for Existing Accounts:
Shareholders      800-368-2745
Brokers           800-368-2746

TDD for Hearing Impaired:
     800-541-1524

Branch Office:
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

Registered, Certified
or Overnight Mail:
Calvert Group
c/o NFDS, 6th Floor
1004 Baltimore
Kansas City, MO 64105

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

PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

<PAGE>

                               

PROSPECTUS -- April 30, 1996


                        CALVERT TAX-FREE RESERVES
    CALVERT TAX-FREE RESERVES MONEY MARKET PORTFOLIO CLASS MMP SHARES
             4550 Montgomery Avenue, Bethesda, Maryland 20814
- --------------------------------------------------------------------------

INVESTMENT OBJECTIVE AND POLICIES

Calvert  Tax-Free  Reserves  (the  "Fund")  Money  Market  Portfolio  (the
"Portfolio")  seeks  to earn  the  highest  interest  income  exempt  from
federal   income  taxes  as  is   consistent   with   prudent   investment
management,   preservation  of  capital,  and  the  quality  and  maturity
characteristics of the Portfolio.

The Money  Market  Portfolio  seeks to maintain a constant net asset value
of $1.00 per share.  There can be no assurance  that the Portfolio will be
successful  in  maintaining a constant net asset value of $1.00 per share.
An investment in the  Portfolio is neither  insured nor  guaranteed by the
U.S. Government.

PURCHASE INFORMATION

The  Money  Market  Portfolio  offers  two  classes  of  shares,  Class O,
described  in and  offered by another  Calvert  Tax-Free  Prospectus,  and
Class MMP, offered by this Prospectus.

TO OPEN AN ACCOUNT

Call  your  broker,   or  complete   and  return  the   enclosed   Account
Application. Minimum investment is $2,000.

ABOUT THIS PROSPECTUS

Please read this Prospectus  before  investing.  It is designed to provide
you with  information  you ought to know before  investing and to help you
decide if the  Portfolio's  goals match your own.  Keep this  document for
future reference.

A Statement  of  Additional  Information  (dated  April 30,  1996) for the
Portfolio has been filed with the Securities  and Exchange  Commission and
is  incorporated  by  reference.  This free  Statement is  available  upon
request from the Fund: 800-368-2748.

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

SHARES OF THE FUND ARE NOT DEPOSITS OR  OBLIGATIONS  OF, OR  GUARANTEED OR
ENDORSED  BY, ANY BANK,  AND ARE NOT  FEDERALLY  INSURED BY THE FDIC,  THE
FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY.


<PAGE>

<TABLE>
<CAPTION>

FUND EXPENSES
 
A.  Shareholder Transaction Expenses         Class MMP
===============================================================================
    <S>                                      <C>   
    Sales Load on Purchases                  None
    Sales Load on Reinvested Dividends       None
    Deferred Sales Load                      None
    Redemption Fees                          None
    Exchange Fee                             None

B.  Annual Fund Operating Expenses - Fiscal Year 1995
    (as a percentage of average net assets)
    Management Fees                          0.45%
    Rule 12b-1 Fees                          0.35%
    Other Expenses                           0.55%
    Total Fund Operating Expenses<F2>        1.35%

<FN>
<F2>Net Fund Operating Expenses after reduction for fees paid indirectly
were 1.34%.
</FN>
</TABLE>

C. Example:                You would pay the following expenses on a
                           $1,000 investment, assuming (1) 5% annual
                           return and (2) redemption at the end of each
                           period:

                             1 Year      3 Years       5 Years       10 Years
===============================================================================
Class MMP                    $14         $43           $74           $162

The  example,   which  is   hypothetical,   should  not  be  considered  a
representation  of past or future expenses.  Actual expenses may be higher
or lower than those shown.

Explanation  of  Table:  The  purpose  of the  table is to  assist  you in
understanding  the  various  costs and  expenses  that an  investor in the
Fund may bear  directly  (shareholder  transaction  costs)  or  indirectly
(annual fund operating expenses).

      A.  Shareholder  Transaction  Expenses  are charges you pay when you
buy or sell shares of the Portfolio.  If you request a wire  redemption of
less than $1,000, you will be charged a $5 wire fee.

      B.  Annual Fund Operating Expenses.  Management Fees are paid by the
Fund to Calvert Asset  Management  Company,  Inc.  ("Investment  Adviso")
for  managing  the  Portfolio's  investments  and  business  affairs,  and
include  an  administrative  service  fee paid to  Calvert  Administrative
Services   Company,   Inc.  The  Portfolio   incurs  Other   Expenses  for
maintaining  shareholder records,  furnishing  shareholder  statements and
reports,  and other  services.  Management  Fees and Other  Expenses  have
already  been  reflected  in the  Portfolio's  share  price  and  are  not
charged directly to individual shareholder accounts.

          The Class MMP  shares  Rule 12b-1  fees  include an  asset-based
sales  charge.  It is possible in theory that  long-term  shareholders  of
the Class  could  pay more than the  economic  equivalent  of the  maximum
front-end sales charge  permitted by rules of the National  Association of
Securities  Dealers,  Inc.;  however,  this is unlikely  because the Class
has no front-end sales charge.


<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides  information  about the financial  history of
the Class MMP shares of the Money Market  Portfolio.  The table  expresses
information  in terms  of a single  share  outstanding  for the  Portfolio
from  inception  (October 2, 1995)  through  December 31, 1995.  The table
has been  audited  by those  independent  accountants  whose  reports  are
included  in  the  respective  Annual  Reports  to  Shareholders  for  the
respective  period  presented.  The table  should  be read in  conjunction
with the  financial  statements  and  their  related  notes.  The  current
Annual  Report to  Shareholders  is  incorporated  by  reference  into the
Statement of Additional Information.

<TABLE>
<CAPTION>

                                                 Class MMP
                                                 From Inception
                                                 (Oct.2, 1995)
                                                 Through
                                                 December 31,
                                                 1995
<S>                                              <C>   


Net asset value, beginning of period             $1.00
Income from investment operations
Net investment income                            .008
Distributions from
Net investment income                            (.008)

Net asset value, end of period                   $1.00

Total return                                     .79%

Ratios to average net assets:
  Net investment income                          3.19%(a)
  Total expenses<F1>                             1.35%(a)
  Net expenses                                   1.34%(a)

Net assets, end of period (in thousands)         $41,736

Number of shares outstanding at end
of period (in thousands)                         41,732


<FN>
<F1>This ratio reflects total expenses before reduction for fees paid
indirectly; such reductions are included in the ratio of net expenses.
</FN>
(a) Annualized
</TABLE>

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

Calvert Tax-Free Reserves Money Market Portfolio

The Portfolio  seeks to earn the highest  level of interest  income exempt
from  federal  income  taxes  as is  consistent  with  prudent  investment
management,   preservation  of  capital,  and  the  quality  and  maturity
characteristics of the Portfolio.

The  Portfolio  invests in fixed and variable rate  municipal  obligations
whose  interest  is exempt from  federal  income tax and which are of high
quality.  See "Dividends and Taxes" below for  information  concerning the
federal alternative  minimum tax for particular classes of investors.  Its
investments   must  be  rated  within  the  two  highest   credit  ratings
categories  or,  if  unrated,  are  determined  by  the  Advisor  to be of
comparable  quality.  The quality may be determined by a commercial credit
rating service,  such as Moody's  Investors  Service,  Inc., or Standard &
Poor's  Corporation  or, in the case of any instrument  that is not rated,
of  comparable  quality  as  determined  by  the  Advisor.   There  is  no
limitation  on the  percentage  of the  Portfolio's  assets  which  may be
invested  in unrated  obligations;  such  obligations,  because  they lack
ratings,   may  be  less  liquid  than  rated  obligations  of  comparable
quality.   For  more   information  on  ratings,   see  the  Statement  of
Additional Information.

U.S. Government Obligations

Securities  issued by the U.S.  Government  include a variety of  Treasury
securities,   supported   by  the  full  faith  and  credit  of  the  U.S.
Government,  which differ only in their interest  rates,  maturities,  and
time of  issuance.  In addition,  numerous  agencies  (such as  Government
National  Mortgage  Association,  Farmers  Home  Administration,   Federal
Housing   Administration,   and   Small   Business   Administration)   and
instrumentalities   (such  as  Federal  Home  Loan  Mortgage  Corporation,
Federal   National   Mortgage   Association,    Student   Loan   Marketing
Association  and Federal Home Loan Bank) issue or  guarantee  obligations.
Some of these  securities  are  supported  by the full faith and credit of
the U.S.  Treasury;  others  are  supported  by the right of the issuer to
borrow from the Treasury;  still others are  supported  only by the credit
of the instrumentality.

Repurchase Agreements

The  Portfolio  may enter  into  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.  These  transactions must be
fully  secured at all times,  but they  involve  some  credit  risk to the
Fund if the other party  defaults on its  obligation  and the Portfolio is
delayed or prevented from liquidating the collateral.

When-Issued Purchases

Purchasing  obligations for future  delivery or on a  "when-issued"  basis
may  increase a  Portfolio's  overall  investment  exposure and involves a
risk  of  loss  if the  value  of the  securities  declines  prior  to the
settlement date. The transactions are fully secured at all times.

Variable Rate Obligations

The  Portfolio  may invest in  variable  and  floating  rate  obligations.
Variable  rate  obligations  have a yield which is  adjusted  periodically
based upon changes in the level of  prevailing  interest  rates.  Floating
rate  obligations  have an interest  rate fixed to a known  lending  rate,
such as the prime  rate,  and are  automatically  adjusted  when that rate
changes.  Variable  and  floating  rate  obligations  lessen  the  capital
fluctuations  usually  inherent in fixed income  investments,  to diminish
the risk of capital  depreciation  of Portfolio  investments and Portfolio
shares;  but this also means  that  should  interest  rates  decline,  the
yield of the Portfolio  will decline and the  Portfolio  would not have as
many opportunities for capital appreciation of Portfolio investments.

Demand Notes and Temporary Investments

The  Portfolio  may  invest in  floating  rate and  variable  rate  demand
notes.  Demand  notes  provide  that the holder may demand  payment of the
note at its par  value  plus  accrued  interest  by  giving  notice to the
issuer.  To ensure the  ability of the  issuer to make  payment  upon such
demand,  the note may be  supported  by an  unconditional  bank  letter of
credit.

The Portfolio may invest in structured  money market  instruments.  In all
cases,  it invests only in high-quality  instruments  (rated in one of the
two  highest  rating  categories,  or if  unrated,  of  comparable  credit
quality)  that meet the  requirements  of SEC Rule 2a-7  regarding  credit
quality and maturity. See the Statement of Additional Information.

Temporary Taxable Investments

From time to time for  liquidity  purposes  or pending the  investment  of
the proceeds of the sale of its shares,  the  Portfolio  may invest in and
derive up to 20% of its income from taxable  short-term  money market type
investments.  Interest  earned  from  such  taxable  investments  will  be
taxable to you as ordinary  income  unless you are  otherwise  exempt from
taxation.

Other Policies

The  Portfolio has adopted  certain  fundamental  investment  restrictions
which  are   discussed   in  detail  in  the   Statement   of   Additional
Information.   Unless   specifically   noted  otherwise,   the  investment
objective,  policies and  restrictions  of the Portfolio  are  fundamental
and may not be  changed  without  shareholder  approval.  There  can be no
assurance   that  the   Portfolio   will  be  successful  in  meeting  its
investment objective.

YIELD

Yield refers to income  generated by an  investment  over a period of time
for each class.

From time to time,  the  Money  Market  Portfolio  Class  MMP  shares  may
advertise  "yield"  and  "effective  yield."  Yield  figures  are based on
historical  earnings and are not intended to indicate future  performance.
The  "yield" of the Class  refers to the  actual  income  generated  by an
investment  in Class  MMP over a  particular  base  period,  stated in the
advertisement.  If the base  period is less than one year,  the yield will
be  "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 Class MMP  shares  is  assumed  to be
reinvested.  The  "effective  yield"  will be  slightly  higher  than  the
"yield" because of the compounding effect of this assumed reinvestment.

"Tax Equivalent Yield"

Money  Market  Portfolio  Class MMP  shares  may also  advertise  its "tax
equivalent  yield."  The tax  equivalent  yield is the  yield an  investor
would be required to obtain from taxable  investments  to equal the yield,
all or a portion of which may be exempt from  federal  income  taxes.  The
tax   equivalent   yield  is   computed  by  taking  the  portion  of  the
Portfolio's  effective  yield by a factor  based upon a stated  income tax
rate,  then  adding  the  portion  of the yield  that is not  exempt  from
regular  federal  income tax. The factor  which is used to  calculate  the
tax equivalent  yield is the  reciprocal of the  difference  between 1 and
the   applicable   income   tax  rate,   which   will  be  stated  in  the
advertisement.

MANAGEMENT OF THE FUND

The Board of Trustees supervises the activities and reviews its
contracts with companies that provide the Fund with services.

Calvert  Tax-Free  Reserves Money Market  Portfolio Class MMP shares are a
class of  Calvert  Tax-Free  Reserves  Money  Market  Fund  ("CTFRMM"),  a
series of  Calvert  Tax-Free  Reserves,  a  Massachusetts  business  trust
organized on October 20,  1980.  The  original  class of CTFRMM  (Class O)
and  the  CTFRMM  Class  MMP  shares  represent   interests  in  the  same
portfolio of investments  and are identical in all respects,  except:  (a)
the  Distribution  Plan expenses are payable only by the Class MMP shares;
(b) the classes may have different  transfer  agency fees; (c) postage and
delivery,  printing and stationery expenses will be separately  allocated;
(d) the  classes  will have  different  dividend  rates due  solely to the
effects of (a)  through  (c) above;  and (e) only the Class MMP shares may
vote  on  matters  which  pertain  to the  Distribution  Plan.  Class  MMP
shares are offered primarily to clients of broker-dealers.

The Portfolio is an open-end  diversified  management  investment company.
The  Portfolio is not required to hold annual  shareholder  meetings,  but
special  meetings  may be called for  certain  purposes  such as  electing
Trustees,   changing  fundamental  policies,  or  approving  a  management
contract.  As a  shareholder,  you  receive one vote for each share of the
Portfolio you own. For matters  affecting only one Portfolio,  only shares
of that  Portfolio are entitled to vote.  For matters  affecting  only one
class, only shares of that class are entitled to vote.

Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.

Calvert  Group,  Ltd.,  parent  of  the  Portfolio's  investment  advisor,
transfer  agent,  and  distributor,  is a subsidiary of Acacia Mutual Life
Insurance  Company  of  Washington,  D.C.  Calvert  Group  is  one  of the
largest  investment  management  firms  in  the  Washington,   D.C.  area.
Calvert Group,  Ltd. and its  subsidiaries  are located at 4550 Montgomery
Avenue,  Suite 1000N,  Bethesda,  Maryland 20814. As of December 31, 1995,
Calvert  Group managed and  administered  assets in excess of $4.8 billion
and more than 200,000 shareholder and depositor accounts.

Calvert Asset Management serves as Advisor to the Portfolio.

Calvert  Asset   Management   Company,   Inc.   (the   "Advisor")  is  the
Portfolio's  investment  advisor.  The Advisor provides the Portfolio with
investment  supervision  and  management;   administrative   services  and
office space;  furnishes  executive and other  personnel to the Portfolio;
and  pays  the  salaries  and  fees of all  Trustees  who  are  affiliated
persons of the  Advisor.  The  Advisor  may also  assume  and pay  certain
advertising  and  promotional  expenses of the  Portfolio and reserves the
right to  compensate  broker-dealers  in return for their  promotional  or
administrative  services.  The Advisor has agreed to limit the Portfolio's
expenses to the most restrictive state limitation in effect.

The Advisor receives a fee based on a percentage of the Portfolio's
assets.

The Advisor is entitled,  pursuant to the Investment  Advisory  Agreement,
and  during  1995  did  receive  an  annual  advisory  fee of 0.45% of the
average daily net assets.

Calvert Administrative Services Company provides administrative services
for the Portfolio.

Calvert  Administrative  Services  Company  ("CASC"),  an affiliate of the
Advisor,  has been  retained  by  Calvert  Tax-Free  Reserves  to  provide
certain  administrative  services necessary to the conduct of its affairs,
including the preparation of regulatory  filings and shareholder  reports,
the daily  determination  of its net asset value per share and  dividends,
and the  maintenance  of its  portfolio  and general  accounting  records.
CASC receives a total fee from Calvert  Tax-Free  Reserves of $200,000 per
year for providing  such services,  allocated  among the Portfolios of the
Fund based on their relative net assets.

Calvert Distributors, Inc. serves as underwriter to market the Money
Market Portfolio's shares.

Calvert   Distributors,   Inc.   ("CDI")  is  the  Portfolio's   principal
underwriter  and   distributor.   Under  the  terms  of  its  underwriting
agreement   with  the   Portfolio,   CDI  markets  and   distributes   the
Portfolio's  shares and is  responsible  for payment of  compensation  and
service fees to  broker-dealers,  banks,  and  financial  services  firms,
preparation  of  advertising  and  sales  literature,   and  printing  and
mailing of prospectuses to prospective investors.

The Money Market Portfolio Class MMP shares may pay distribution and
servicing expenses pursuant to a Distribution Plan.

Pursuant  to Rule 12b-1  under the  Investment  Company  Act of 1940,  the
Class MMP shares of the Portfolio have adopted a  Distribution  Plan which
permits  the  Class  to  pay   certain   expenses   associated   with  the
distribution  of its shares.  Amounts paid by the Class to the Distributor
under the  Distribution  Plan are used to pay  dealers  and other  selling
firms  dealer-paid  quarterly  compensation  at an  annual  rate  of up to
0.40% of the average  daily net assets of accounts  the  respective  firms
maintain  in the  Class.  They are also used to pay  dealers  and  others,
including the  Distributor's  salespersons who service  accounts,  service
fees at an annual rate of up to 0.25% of such  assets,  and to pay CDI for
its marketing and  distribution  expenses,  preparation of advertising and
sales  literature,  printing and mailing of  prospectuses  to  prospective
investors.  The  Distribution  Plan expenses may not annually exceed 0.35%
of the  average  daily net assets of the  Class.  During  1995,  Class MMP
shares paid Distribution Plan expenses of 0.35%.

CDI may also pay additional  concessions,  including non-cash  promotional
incentives,   such  as   merchandise  or  trips,   to  dealers   employing
registered  representatives  who sell a minimum dollar amount of shares of
the Fund and/or  shares of other Funds  underwritten  by CDI. CDI may make
expense  reimbursements  for  special  training  of a dealer's  registered
representatives,  advertising  or equipment,  or to defray the expenses of
sales contests.  CDI may receive  reimbursement of eligible  marketing and
distribution  expenses  from the Class MMP shares Rule 12b-1  Distribution
Plan.  Salespersons or any other person  entitled to receive  compensation
for selling  shares may receive  different  compensation  with  respect to
one particular class of shares over another.

The  Distribution  Plan  may be  terminated  at any  time  by  vote of the
Independent  Trustees or by vote of a majority of the  outstanding  voting
shares of the Class MMP shares.

The transfer agent keeps your account records.

Calvert Shareholder Services, Inc. is the Fund's transfer, dividend
disbursing and shareholder servicing agent.

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Portfolio in several ways which are described
here and in the chart on the next page.

An account  application  accompanies  this  prospectus.  A  completed  and
signed  application is required for each new account you open,  regardless
of the method you choose for making your  initial  investment.  Additional
forms  may  be  required  from  corporations,  associations,  and  certain
fiduciaries.  If you have any questions or need extra  applications,  call
your broker, or Calvert Group at 800-368-2748.

NET ASSET VALUE

Share Price

The Portfolio's shares are sold without a sales charge.

The price of one share is its "net asset  value," or NAV.  NAV is computed
by  adding  the  value of a  Portfolio's  investments  plus cash and other
assets,  deducting  liabilities and then dividing the result by the number
of  shares  outstanding.  The  NAV  is  calculated  at  the  close  of the
Portfolio's  business  day,  which  coincides  with  the  closing  of  the
regular  session  of the New  York  Stock  Exchange  (normally  4:00  p.m.
Eastern  time).  The  Portfolio is open for business each day the New York
Stock Exchange is open. The  Portfolio's  securities are valued  according
to the  "amortized  cost"  method,  which is intended to stabilize the NAV
at $1.00 per share.

All  purchases of Portfolio  shares will be confirmed and credited to your
account in full and fractional  shares  (rounded to the nearest 1/100 of a
share).  The  Portfolio  may send monthly  statements in lieu of immediate
confirmations of purchases and redemptions.


                            HOW TO BUY SHARES

Method            New Accounts               Additional Investments

By Mail           $2,000 minimum             $250
minimum

                  Please make your check     Please make your check
                  payable to the Portfolio   payable to the Portfolio
                  and mail it with your      and mail it with your
                  application to:            investment slip to:

                  Calvert Group              Calvert Group
                  P.O. Box 419544            P.O. Box 419739
                  Kansas City, MO            Kansas City, MO
                  64141-6544                 64141-6739

By Registered, Certified, or Overnight Mail:
                  Calvert Group              Calvert Group
                  c/o NFDS, 6th Floor        c/o NFDS, 6th Floor
                  1004 Baltimore             1004 Baltimore
                  Kansas City, MO            Kansas City, MO
                  64105-1807                 64105-1807
Through Your 
  Broker          $2,000 minimum             $250 minimum

At the Calvert    Visit the Calvert Branch Office to make investments by check.
Branch Office     See back cover page for the address.

FOR ALL OPTIONS BELOW, PLEASE CALL YOUR BROKER, OR CALVERT GROUP AT
800-368-2745

By Exchange       $2,000 minimum             $250 minimum
(From your account in another Calvert Group Fund)

When opening an account by exchange, your new account must be
established with the same name(s), address and taxpayer identification
number as your existing Calvert account.

By Bank Wire      $2,000 minimum             $250 minimum
By Calvert Money  Not Available for          $50 minimum
Controller*       Initial Investment

*Please allow sufficient time for Calvert Group to process your initial
request for this service, normally 10 business days. The maximum
transaction amount is $300,000, and your purchase request must be
received by 4:00 p.m. Eastern time.

WHEN YOUR ACCOUNT WILL BE CREDITED

Before you buy  shares,  please  read the  following  information  to make
sure your investment is accepted and credited properly.

All of your  purchases  must be made in U.S.  dollars  and checks  must be
drawn on U.S.  banks.  No cash will be accepted.  The  Portfolio  reserves
the right to  suspend  the  offering  of shares for a period of time or to
reject any specific  purchase  order.  If your check does not clear,  your
purchase  will be  canceled  and you will be  charged a $10 fee plus costs
incurred by the  Portfolio.  When you  purchase  by check or with  Calvert
Money  Controller,  those funds will be on hold for up to 10 business days
from the date of receipt.  During that period,  redemptions  against those
funds  (including  drafts) will not be honored.  To avoid this  collection
period,  you can wire federal  funds from your bank,  which may charge you
a fee.

Your  purchase will be processed at the net asset value  calculated  after
your order is received and accepted.  The  Portfolio  attempts to maintain
a  constant  net  asset  value of $1.00 per  share.  Except in the case of
telephone  orders,  investors  whose payments are received in or converted
into  federal  funds by 12:30  p.m.  Eastern  time by the  custodian  will
receive  the  dividend  declared  that  day.  If  your  wire  purchase  is
received  after 12:30 p.m.  Eastern time,  your account will begin earning
dividends on the next  business  day. A telephone  order placed to Calvert
Institutional  Marketing  Services by 12:30 p.m.  Eastern time will become
effective at the price  determined  at 5 p.m.  Eastern time and the shares
purchased  will receive the  dividend  declared on Fund shares that day if
federal  funds are  received  by the  custodian  by 5 p.m.  Eastern  time.
Exchanges  begin  earning  dividends  the  next  business  day  after  the
exchange  request is received by mail or by telephone.  If the purchase is
by check and is received by 4 p.m.  Eastern  time,  it will begin  earning
dividends the next business day.  Check  purchases  received at the branch
location  will be  credited  the next  business  day.  Any check  purchase
received without an investment slip may cause delayed crediting.

EXCHANGES

You may exchange shares of the Portfolio for shares of other Calvert
Group Funds.

If your investment  goals change,  the Calvert Group Family of Funds has a
variety of  investment  alternatives  that  includes  common  stock funds,
tax-exempt  and  corporate  bond  funds,   and  money  market  funds.  The
exchange  privilege  is a  convenient  way to buy shares in other  Calvert
Group  Funds in order to  respond  to  changes  in your goals or in market
conditions.  Before you make an exchange from a Fund or Portfolio,  please
note the following:

Each exchange  represents  the sale of shares of one Fund and the purchase
of shares of another.

o        Call  your  broker or a Calvert  representative  for  information
and a  prospectus  for any of  Calvert's  other Funds  registered  in your
state.  Read the  prospectus of the Fund or Portfolio  into which you want
to exchange for relevant information, including class offerings.

o        Complete and sign an  application  for an account in that Fund or
Portfolio,  taking care to register  your new account in the same name and
taxpayer  identification  number  as  your  existing  Calvert  account(s).
Exchange  instructions  may  then  be  given  by  telephone  if  telephone
redemptions  have been  authorized  and the shares are not in  certificate
form.

o        Shares on which you have already paid a sales charge or shares
acquired by reinvestment of dividends or distributions at Calvert Group
may be exchanged into another Fund at no additional charge.

The  Fund   reserves  the  right  to  terminate  or  modify  the  exchange
privilege with 60 days' written notice.

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour performance and prices

Calvert Group has a  round-the-clock  telephone service that lets existing
customers  use  a  push  button  phone  to  obtain   prices,   performance
information, account balances, and authorize certain transactions.

Calvert Money Controller

Calvert Money Controller eliminates the delay of mailing a check or the
expense of wiring funds. You can request this free service on your
application.

This  service  allows you to  authorize  electronic  transfers of money to
purchase  or  sell  shares.  You  use  Calvert  Money  Controller  like an
"electronic  check" to move  money  ($50 to  $300,000)  between  your bank
account and your  Calvert  Group  account  with one phone call.  Allow two
business  days after the call for the  transfer to take  place;  for money
recently  invested,  allow normal check  clearing  time (up to 10 business
days) before redemption proceeds are sent to your bank.

You  may  also  arrange  systematic   monthly  or  quarterly   investments
(minimum  $50) into your Calvert Group  account.  After you give us proper
authorization,  your  bank  account  will  be  debited  to  purchase  Fund
shares.  A debit  entry will appear on your bank  statement.  If you would
like  to  make   arrangements   for   systematic   monthly  or   quarterly
redemptions  from your Calvert Group account,  call your broker or Calvert
for a Money Controller Application.

Telephone Transactions

Calvert may record all telephone calls.

You may purchase,  redeem, or exchange shares,  wire funds and use Calvert
Money  Controller  by  telephone  if  you  have   pre-authorized   service
instructions.  You  automatically  have  telephone  privileges  unless you
elect  otherwise.  The Fund, the transfer  agent and their  affiliates are
not liable for acting in good  faith on  telephone  instructions  relating
to  your  account,  so  long  as  they  follow  reasonable  procedures  to
determine that the telephone  instructions  are genuine.  Such  procedures
may include  recording  the  telephone  calls and  requiring  some form of
personal  identification.  You should  verify the  accuracy  of  telephone
transactions immediately upon receipt of your confirmation statement.

Complete the application for the easiest way to establish services.

The easiest way to  establish  optional  services  on your  Calvert  Group
account  is to select  the  options  you  desire  when you  complete  your
account  application.  If you wish to add  other  options  later,  you may
have  to  provide  us  with   additional   information   and  a  signature
guarantee.  Please  call your  broker or  Calvert  Investor  Relations  at
800-368-2745 for further  assistance.  For our mutual  protection,  we may
require a signature guarantee on certain written transaction  requests.  A
signature  guarantee verifies the authenticity of your signature,  and may
be obtained  from any bank,  savings and loan  association,  credit union,
trust  company,   broker-dealer   firm  or  member  of  a  domestic  stock
exchange. A signature guarantee cannot be provided by a notary public.

Householding of General Mailings

Householding reduces Fund expenses and saves paper and trees for the
environment.

If you have  multiple  accounts  with  Calvert,  you may receive  combined
mailings of some shareholder  information,  such as semi-annual and annual
reports.  Please contact  Calvert  Investor  Relations at  800-368-2745 to
receive additional copies of information.

Special Services and Charges

The Fund pays for shareholder  services but not for special  services that
are  required by a few  shareholders,  such as a request for a  historical
transcript  of an account.  You may be required to pay a research  fee for
these special services.

If you are purchasing shares of the Fund through a program of services
offered by a securities dealer or financial institution, you should read
the program materials in conjunction with this Prospectus. Certain
features of the Fund may be modified in these programs, and
administrative charges may be imposed by the broker-dealer for the
services rendered.

Consolidated Asset Account ("CAA")

Certain  brokerage  firms may offer their  customers  CAA, a special  cash
management  service  linked to Class MMP shares.  CAA  customers  may have
free-credit  cash balances at their  brokerage firm account  automatically
invested in  Portfolio  shares on a daily basis.  Participating  brokerage
firms  will  charge  their  customers  a fee for the CAA  program  and may
establish a higher  minimum  balance.  Details of CAA,  including  the fee
charged,   are  available  from   participating   brokerage  firms.   This
Prospectus  should be read together with such firm's  materials  regarding
these fees and services.

SELLING YOUR SHARES

You may redeem all or a portion of your shares on any business  day.  Your
shares  will be  redeemed  at the next net asset  value  calculated  after
your  redemption  request is received  and  accepted.  See the chart below
for specific  requirements  necessary to make sure your redemption request
is  acceptable.  Remember that the Fund may hold payment on the redemption
of your shares until it is reasonably  satisfied that  investments made by
check or by Calvert Money  Controller have been collected  (normally up to
10 business days).

Redemption Requirements To Remember

To ensure acceptance of your redemption request, please follow the
procedures described here and below.

Once your shares are  redeemed,  the proceeds will normally be sent to you
on  the  next  business  day,  but  if  making  immediate   payment  could
adversely  affect  the  Portfolio,  it may  take  up to  seven  (7)  days.
Calvert Money  Controller  redemptions  generally will be credited to your
bank account on the second  business  day after your phone call.  When the
New York Stock  Exchange  is closed (or when  trading is  restricted)  for
any reason  other than its  customary  weekend  or  holiday  closings,  or
under any emergency  circumstances  as determined  by the  Securities  and
Exchange  Commission,  redemptions  may  be  suspended  or  payment  dates
postponed.

If you sell  shares by  telephone  or written  request,  you will  receive
dividends  through the date the request is received and processed.  If you
write a draft to sell  shares,  the shares will earn  dividends  until the
draft is presented to the Portfolio to be paid.

Minimum account balance is $1,000

Please  maintain a balance in your account of at least $1,000.  If, due to
redemptions,  the  account  falls below  $1,000,  or you fail to invest at
least  $1,000,  it may be  closed  and the  proceeds  mailed to you at the
address of record.  You will be given  notice  that your  account  will be
closed  after  30  days  unless  you  make  an  additional  investment  to
increase your account balance to the $1,000 minimum.

HOW TO SELL YOUR SHARES

Draftwriting

You may  redeem  shares in your  account  by  writing a draft for at least
$250. If you complete and return a signature  card for  Draftwriting,  the
Portfolio  will  mail  bank  drafts  to you,  printed  with  your name and
address.  Generally,  there is no  charge  to you for the  maintenance  of
this service or the clearance of drafts,  but the  Portfolio  reserves the
right to charge a service  fee for  drafts  returned  for  uncollected  or
insufficient  funds.  The Portfolio  will charge $25 for any stop payments
on drafts.  As a service to shareholders,  the Portfolio may automatically
transfer the dollar  amount  necessary to cover drafts you have written on
the  Portfolio  to  your   Portfolio   account  from  any  other  of  your
identically  registered  accounts in Calvert money market funds or Calvert
Insured Plus. The Fund may charge a fee for this service.

By Mail To:

Calvert Group
P.O. Box 419544
Kansas City, MO
64141-6544

You may redeem  available  shares from your account at any time by sending
a letter of  instruction,  including  your name,  account and Fund number,
the  number of shares  or dollar  amount,  and where you want the money to
be sent.  Additional  requirements,  below, may apply to your account. The
letter of instruction must be signed by all required  authorized  signers.
If you want the  money  to be wired to a bank not  previously  authorized,
then a voided  bank check must be  enclosed  with your  letter.  If you do
not have a voided  check or if you would like  funds  sent to a  different
address or another person, your letter must be signature guaranteed.

Type of                    Requirements
Registration

Corporations        Letter of instruction and a corporateresolution,
Associations        signed by person(s) authorized to act on the account,
                    accompanied by signature guarantee(s).

Trusts              Letter of instruction signed by the Trustee(s)(as Trustee),
                    with a signature guarantee. (If the Trustee's name is not
                    registered on your account, provide a copy of the trust
                    document, certified within the last 60 days.)

By Telephone

Please  call  800-368-2745.  You may redeem  shares  from your  account by
telephone  and have your money  mailed to your  address of record or wired
to an address or bank you have  previously  authorized.  A charge of $5 is
imposed  on  wire   transfers   of  less  than  $1,000.   See   "Telephone
Transactions" on page __.

Calvert Money Controller

Please  allow  sufficient  time for Calvert  Group to process your initial
request  for  this  service  (normally  10  business  days).  You may also
authorize   automatic   fixed   amount   redemptions   by  Calvert   Money
Controller.  All  requests  must be  received by 4:00 p.m.  Eastern  time.
Accounts cannot be closed by this service.

Exchange to Another Calvert Group Fund

You must meet the  minimum  investment  requirement  of the other  Calvert
Group Fund or  Portfolio.  You can only  exchange  between  accounts  with
identical  names,  addresses and taxpayer  identification  number,  unless
previously authorized with a signature-guaranteed letter.

Systematic Check Redemptions

If you  maintain  an account  with a balance  of $10,000 or more,  you may
have up to two (2)  redemption  checks for a fixed  amount  sent to you on
the 15th of each month,  simply by sending a letter with all  information,
including  your account  number and the dollar amount ($100  minimum).  If
you would like a regular  check  mailed to another  person or place,  your
letter must be signature guaranteed.

Through your Broker

If your  account  is  held in your  broker's  name  ("street  name"),  you
should  contact  your  broker  directly  to  transfer,  exchange or redeem
shares.

DIVIDENDS AND TAXES

Each year, the Portfolio distributes substantially all of its net
investment income to shareholders.

Dividends from the  Portfolio's  net investment  income are declared daily
and paid monthly.  Net investment income consists of interest income,  net
short-term  capital  gains,  if any,  and  dividends  declared and paid on
investments, less expenses.

Dividend payment options

Dividends  and  any   distributions   are   automatically   reinvested  in
additional  shares  of the same  Portfolio,  unless  you elect to have the
dividends  of $10 or more  paid in cash  (by  check  or by  Calvert  Money
Controller).  Dividends and  distributions  from the Portfolio may also be
invested in shares of any other  Calvert  Group Fund or  Portfolio,  at no
additional  sales  charge.  You must  notify the Fund in writing to change
your   payment   options.   If  you   elect  to  have   dividends   and/or
distributions  paid in cash,  and the U.S.  Postal  Service cannot deliver
the  check,  or if it  remains  uncashed  for six  months,  it, as well as
future  dividends  and  distributions,  will be  reinvested  in additional
shares.

Federal Taxes

Dividends  derived  from  interest  on  municipal  obligations  constitute
exempt-interest  dividends,  on  which  you are  not  subject  to  federal
income tax.  However,  dividends  which are from taxable  interest and any
distributions  of  short-term  capital gain are taxable to you as ordinary
income.  If the Portfolio  makes any  distributions  of long-term  capital
gains,  then  these  are  taxable  to  you  as  long-term  capital  gains,
regardless  of how long you held your shares of the  Portfolio.  Dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included  in  federal  alternative  minimum  tax for  individuals  and for
corporations.

Other Tax Information

In addition to federal  taxes,  you may be subject to state or local taxes
on your  investment,  depending  on the  laws in your  area.  You  will be
notified to the extent,  if any, that dividends  reflect interest received
from  U.S.  government  securities.  Such  dividends  may be  exempt  from
certain state income taxes.

Taxpayer Identification Number

If  we  do  not  have   your   correct   Social   Security   or   Taxpayer
Identification  Number ("TIN") and a signed certified  application or Form
W-9,   Federal  law  requires  the  Portfolio  to  withhold  31%  of  your
reportable  dividends.  In  addition,  you may be subject  to a fine.  You
will also be  prohibited  from opening  another  account by  exchange.  If
this TIN  information  is not  received  within 60 days after your account
is  established,  your  account  may be redeemed at the current NAV on the
date of  redemption.  The  Portfolio  reserves the right to reject any new
account or any purchase order for failure to supply a certified TIN.

<PAGE>

To Open an Account:                                  Prospectus
800-368-2748                                         April 30, 1996

Performance and Prices:
Calvert Information Network                          Calver tTax-Free Reserves
24 hours, 7 days a week                              Money Market Portfolio
     800-368-2745                                    Class MMP

Service for Existing Account:
     Shareholders              800-368-2745
     Brokers                   800-368-2746


TDD for Hearing Impaired:
     800-541-1524

Registered, Certified or Overnight Mail:
Calvert Group
c/o NFDS, 6th Floor
1004 Baltimore
Kansas City, MO 64105

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

PRINCIPAL UNDERWRITER
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814


<PAGE>

Table of Contents

Fund Expenses
Financial Highlights
Investment Objective and Policies
Yield
Management of the Fund
SHAREHOLDER GUIDE:
Net Asset Value
How to Buy Shares
When Your Account Will Be Credited
Exchanges
Other Calvert Group Services
Selling Your Shares
How to Sell Your Shares
Dividends and Taxes

<PAGE>

                        Calvert Tax-Free Reserves
                          Money Market Portfolio
                          Limited-Term Portfolio

                   Statement of Additional Information

   
                              April 30, 1996
    


INVESTMENT ADVISOR                                              TRANSFER AGENT
Calvert Asset Management Company, Inc.      Calvert Shareholder Services, Inc.
4550 Montgomery Avenue                                  4550 Montgomery Avenue
Suite 1000N                                                        Suite 1000N
Bethesda, Maryland 20814                              Bethesda, Maryland 20814

INDEPENDENT ACCOUNTANTS                                  PRINCIPAL UNDERWRITER
Coopers & Lybrand, L.L.P.                           Calvert Distributors, Inc.
217 Redwood Street                                      4550 Montgomery Avenue
Baltimore, Maryland 21202-3316                                     Suite 1000N
                                                      Bethesda, Maryland 20814



                                TABLE OF CONTENTS


   
                   Investment Objective                    1
                   Investment Policies                     1
                   Investment Restrictions                 2
                   Purchases and Redemptions of Shares     3
                   Reduced Sales Charges (Class A)         4
                   Dividends and Distributions             4
                   Tax Matters                             4
                   Valuation of Shares                     5
                   Calculation of Yield and Total Return   6
                   Advertising                             8
                   Trustees and Officers                   8
                   Investment Advisor                     10
                   Administrative Services                10
                   Independent Accountants and Custodians 11
                   Method of Distribution                 11
                   Portfoli0 Transactions                 11
                   General Information                    12
                   Financial Statements                   12
                   Appendix                               13


STATEMENT OF ADDITIONAL INFORMATION-April 30, 1996
    

                        CALVERT TAX-FREE RESERVES
                          Money Market Portfolio
                          Limited-Term Portfolio
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================

==========================================================================
New Account  (800) 368-2748         Shareholder   (800) 368-2745
Information: (301) 951-4820         Services:     (301) 951-4810
==========================================================================
Broker       (800)   368-2746      TDD for the Hearing-
Services:    (301)   951-4850      Impaired:      (800) 541-1524
==========================================================================

   
         This  Statement of  Additional  Information  is not a prospectus.
Investors   should  read  the  Statement  of  Additional   Information  in
conjunction with the Calvert  Tax-Free  Reserves  Prospectus,  dated April
30,  1996,  which may be  obtained  free of charge by writing  the Fund at
the above address or calling the telephone numbers listed above.
    

==========================================================================
                           INVESTMENT OBJECTIVE
==========================================================================

         The Money Market and Limited-Term  Portfolios (the  "Portfolios")
are series of Calvert  Tax-Free  Reserves (the  "Fund"),  and are designed
to provide  individual and institutional  investors in higher tax brackets
with the highest  level of interest  income  exempt  from  federal  income
taxes as is consistent with prudent  investment  management,  preservation
of capital,  and the quality and maturity  characteristics  prescribed for
each  Portfolio.  The Money Market  Portfolio  further seeks to maintain a
constant  net asset  value of $1.00 per  share.  There is, of  course,  no
assurance  that  the  Portfolios  will  be  successful  in  meeting  their
investment  objectives or  maintaining  the Money Market  Portfolio's  net
asset value  constant at $1.00 per share because there are inherent  risks
in the ownership of any investment.
         Dividends  paid by the  Portfolios  will  fluctuate  with  income
earned on investments.  In addition,  the dividends and distributions paid
and the value of each  share  will vary by class of  shares;  the value of
the Limited-Term  Portfolio's  shares will fluctuate to reflect changes in
the market  value of the  Portfolio's  investments.  The  Portfolios  will
attempt,  through careful management and diversification,  to reduce these
risks and enhance the  opportunities  for higher  income and greater price
stability.

==========================================================================
                           INVESTMENT POLICIES
==========================================================================

         The  Money  Market  Portfolio  and  Limited-Term  Portfolio  each
invest  primarily in a  diversified  portfolio  of  municipal  obligations
whose interest is exempt from federal  income tax. The  Portfolios  differ
in their anticipated  income yields,  quality,  length of average weighted
maturity,  and  capital  value  volatility.   A  complete  explanation  of
municipal  obligations  and  municipal  bond and note ratings is set forth
in the Appendix.
         The  credit  rating  of each  Portfolio's  assets  as of its most
recent  fiscal  year-end  appears  in the Annual  Report to  Shareholders,
incorporated by reference herein.

Variable Rate Demand Notes
         The Board of Trustees  has approved  investments  in floating and
variable  rate demand notes upon the  following  conditions:  the Fund has
right of  demand,  upon  notice not to exceed  thirty  days,  against  the
issuer to receive  payment;  the issuer will be able to make  payment upon
such  demand,  either  from its own  resources  or through an  unqualified
commitment  from a third  party;  and  the  rate of  interest  payable  is
calculated   to  ensure   that  the  market   value  of  such  notes  will
approximate par value on the adjustment  dates. The remaining  maturity of
such demand  notes is deemed the period  remaining  until such time as the
Fund has the right to dispose of the notes at a price  which  approximates
par and market value.
<PAGE>

Municipal Leases
The Portfolio may invest in municipal  leases,  or structured  instruments
where the underlying  security is a municipal  lease. A municipal lease is
an obligation of a government or  governmental  authority,  not subject to
voter   approval,   used  to  finance   capital   projects  or   equipment
acquisitions and payable through  periodic rental payments.  The Portfolio
may purchase  unrated leases.  The Fund's  Advisor,  under the supervision
of the Board of  Trustees/Directors,  is responsible  for  determining the
credit  quality  of  such  leases  on  an  ongoing  basis,   including  an
assessment  of the  likelihood  that  the  lease  will  not  be  canceled.
Certain  municipal  leases may be  considered  illiquid and subject to the
Portfolio's    limit    on    illiquid    securities.    The    Board   of
Trustees/Directors  has  directed  the Advisor to treat a municipal  lease
as a liquid  security if it satisfies the following  conditions:  (A) such
treatment   must   be   consistent   with   the   Portfolio's   investment
restrictions;  (B)  the  Advisor  should  be  able to  conclude  that  the
obligation  will maintain its liquidity  throughout the time it is held by
the Portfolio,  based on the following factors:  (1) whether the lease may
be terminated by the lessee;  (2) the potential  recovery,  if any, from a
sale  of the  leased  property  upon  termination  of the  lease;  (3) the
lessee's  general  credit  strength  (e.g.,   its  debt,   administrative,
economic  and   financial   characteristics   and   prospects);   (4)  the
likelihood  that the lessee  will  discontinue  appropriating  funding for
the leased  property  because the property is no longer  deemed  essential
to   its   operations    (e.g.,   the   potential   for   an   "event   of
nonappropriation"),  and (5) any  credit  enhancement  or  legal  recourse
provided upon an event of  nonappropriation  or other  termination  of the
lease;  (C) the Advisor  should  determine  whether the  obligation can be
disposed  of within  seven  days in the  ordinary  course of  business  at
approximately  the  amount  at  which  the  Portfolio  has  valued  it for
purposes of  calculating  the  Portfolio's  net asset  value,  taking into
account the  following  factors:  (1) the  frequency of trades and quotes;
(2) the  volatility  of  quotations  and trade  prices;  (3) the number of
dealers  willing  to  purchase  or sell the  security  and the  number  of
potential  purchasers;  (4)  dealer  undertakings  to make a market in the
security;   (5)  the  nature  of  the  security  and  the  nature  of  the
marketplace  trades  (e.g.,  the time  needed to dispose of the  security,
the method of soliciting offers,  and the mechanics of the transfer);  (6)
the rating of the security and the  financial  condition  and prospects of
the issuer;  and (7) other factors relevant to the Portfolio's  ability to
dispose  of the  security;  and (D) the  Advisor  should  have  reasonable
expectations  that  the  municipal  lease  obligation  will  maintain  its
liquidity throughout the time the instrument is held by the Portfolio.

Obligations with Puts Attached
         The Fund has  authority to purchase  securities  at a price which
would result in a yield to maturity lower than that  generally  offered by
the seller at the time of  purchase  when it can  acquire at the same time
the right to sell the  securities  back to the  seller  at an agreed  upon
price at any time  during a stated  period  or on a certain  date.  Such a
right  is  generally  denoted  as a  "put." A  Portfolio  may not  acquire
obligations  subject to puts if  immediately  thereafter,  with respect to
75% of the  total  amortized  cost  value of its  assets,  that  Portfolio
would have more than 5% of its assets  invested in  securities  underlying
puts from the same  institution.  A Portfolio may,  however,  invest up to
10% of its assets in  securities  underlying  unconditional  puts from the
same  institution.  Unconditional  puts  are  readily  exercisable  in the
event of a default in payment of principal  or interest on the  underlying
securities.   The  Money  Market   Portfolio   must  limit  its  portfolio
investments,   including   puts,  to   instruments   of  high  quality  as
determined by a nationally recognized statistical rating organization.

   
Temporary Investments
         Short-term   money   market   type   investments    consist   of:
obligations of the U.S.  Government,  its agencies and  instrumentalities;
certificates  of deposit of banks with  assets of one  billion  dollars or
more;  commercial  paper or other  corporate  notes  of  investment  grade
quality;   and  any  of  such  items  subject  to  short-term   repurchase
agreements.
         The Fund intends to minimize  taxable income through  investment,
when possible,  in short-term tax-exempt  securities.  To minimize taxable
income,  the Fund may also hold cash which is not earning income.  It is a
fundamental  policy of the Fund that during normal market  conditions  the
Fund's  assets  be  invested  so that at least  80% of the  Fund's  annual
income will be tax-exempt.
    

When-Issued Purchases
         Securities  purchased on a when-issued  basis and the  securities
held in the Fund's  Portfolios  are  subject  to  changes in market  value
based upon the public's  perception of the  creditworthiness of the issuer
and changes in the level of interest  rates (which will  generally  result
in both  changing  in value  in the  same  way,  i.e.,  both  experiencing
appreciation  when interest rates decline and  depreciation  when interest
rates rise).  Therefore,  if in order to achieve higher  interest  income,
the Fund  remains  substantially  fully  invested at the same time that it
has purchased  securities on a when-issued  basis, there will be a greater
possibility  that the market value of the Fund's  assets may vary.  No new
when-issued  commitments  will be made by a Portfolio  if more than 50% of
that Portfolio's net assets would become so committed.
         When the time comes to pay for when-issued  securities,  the Fund
will  meet  its  obligations  from  then  available  cash  flow,  sale  of
securities or,  although it would not normally  expect to do so, from sale
of the when-issued  securities  themselves  (which may have a market value
greater or less than the Fund's  payment  obligation).  Sale of securities
to meet  such  obligations  carries  with it a greater  potential  for the
realization  of capital  losses  and  capital  gains  which are not exempt
from federal income tax.

==========================================================================
                         INVESTMENT RESTRICTIONS
==========================================================================

         The   foregoing   investment   objective  and  policies  and  the
following  investment  restrictions  and  fundamental  policies may not be
changed  without  the  consent of the  holders of a majority of the Fund's
outstanding   shares,   including   a  majority  of  the  shares  of  each
Portfolio.  Shares  have  equal  rights  as to  voting,  except  that only
shares of a  Portfolio  are  entitled  to vote on matters  affecting  only
that  Portfolio  (such as changes in  investment  objective,  policies  or
restrictions).  A majority  of the  shares  means the lesser of (i) 67% of
the  shares  represented  at a  meeting  at  which  more  than  50% of the
outstanding   shares  are  represented  or  (ii)  more  than  50%  of  the
outstanding shares. Neither Portfolio may:
         (1) Purchase common stocks,  preferred stocks, warrants,
         or other equity securities;

<PAGE>

         (2) Issue senior  securities,  borrow money,  or pledge,
         mortgage,  or hypothecate  its assets,  except as may be
         necessary to secure  borrowings from banks for temporary
         or emergency  (not  leveraging)  purposes and then in an
         amount  not  greater  than  10%  of  the  value  of  the
         Portfolio's  total assets at the time of the  borrowing.
         Investment  securities  will not be purchased  while any
         borrowings are outstanding;
         (3)  Sell  securities  short,   purchase  securities  on
         margin, or write put or call options.  The Fund reserves
         the right to  purchase  securities  with puts  attached.
         See "Obligations with Puts Attached";
         (4) Underwrite  the securities of other issuers,  except
         to  the   extent   that  the   purchase   of   municipal
         obligations  in  accordance  with the Fund's  investment
         objective  and  policies,   either   directly  from  the
         issuer,  or from an  underwriter  for an issuer,  may be
         deemed an underwriting;
         (5)  Purchase  securities  which are subject to legal or
         contractual  restrictions  on resale,  i.e.,  restricted
         securities,  or other  securities  which are not readily
         marketable assets,  including repurchase  agreements not
         terminable  within  seven days,  with respect to no more
         than 10% of its total assets;
         (6)   Purchase   or  sell  real   estate,   real  estate
         investment trust securities,  commodities,  or commodity
         contracts, or oil and gas interests,  but this shall not
         prevent   the   Fund   from   investing   in   municipal
         obligations secured by real estate or interests therein;
         (7) Purchase or retain  securities of an issuer if those
         trustees  of the  Fund,  each of whom owns more than 1/2
         of 1% of the  outstanding  securities  of  such  issuer,
         together   own   more   than  5%  of  such   outstanding
         securities;
         (8) Make loans to others,  except in accordance with the
         Fund's investment  objective and policies or pursuant to
         contracts  providing  for the  compensation  of  service
         providers by compensating balances;
         (9) Invest in  companies  for the purpose of  exercising
         control;  or invest in  securities  of other  investment
         companies,  except as they may be  acquired as part of a
         merger,  consolidation  or acquisition of assets,  or in
         connection   with   a   trustee's/director's    deferred
         compensation  plan,  as long as there is no  duplication
         of advisory fees;
         (10)   Invest  more  than  25%  of  its  assets  in  the
         securities  of any  one  issuer  or of  issuers  located
         within the same state,  except that each  Portfolio  may
         invest  more  than  25% of  its  assets  in  obligations
         issued  or  guaranteed  by  the  U.S.  Government,   its
         agencies  or  instrumentalities.  For  purposes  of this
         limitation,   the   entity   which   has  the   ultimate
         responsibility   for  the  payment  of   principal   and
         interest  on a  particular  security  will be treated as
         its issuer;
         (11)   Invest  more  than  25%  of  its  assets  in  any
         particular  industry or  industries,  except that either
         Portfolio  may  invest  more  than 25% of its  assets in
         obligations   issued   or   guaranteed   by   the   U.S.
         Government,    its   agencies   or    instrumentalities.
         Industrial  development  bonds,  where  the  payment  of
         principal   and  interest  is  the   responsibility   of
         companies   within  the  same   industry,   are  grouped
         together as an "industry";
         (12)  Invest  more  than 5% of the  value  of its  total
         assets in securities  where the payment of principal and
         interest   is  the   responsibility   of  a  company  or
         companies with less than three years' operating history.

==========================================================================
                   PURCHASES AND REDEMPTIONS OF SHARES
==========================================================================

   
         Share  certificates  will  not  be  issued  unless  requested  in
writing  by the  investor.  No charge  will be made for share  certificate
requests. No certificates will be issued for fractional shares.
         Draft  writing  is  available  for the  Money  Market  Portfolio.
Shareholders  wishing to use the draft  writing  service  should  complete
the  signature  card  enclosed  with  the  Investment  Application.   This
service will be subject to the customary rules and  regulations  governing
checking  accounts,  and the  Portfolio  reserves  the  right to change or
suspend  the  service.  Generally,  there  is no  charge  to you  for  the
maintenance  of  this  service  or  the  clearance  of  drafts,   but  the
Portfolio  reserves the right to charge a service fee for drafts  returned
for insufficient  funds. As a service to  shareholders,  the Portfolio may
automatically  transfer  the dollar  amount  necessary to cover drafts you
have  written  on the  Portfolio  to your  account  from any other of your
identically  registered  accounts in Calvert money market funds or Calvert
Insured Plus. The Portfolio may charge a fee for this service.
         Drafts  presented  to  the  Custodian  for  payment  which  would
require the  redemption of shares  purchased by check or electronic  funds
transfer within the previous 10 business days will not be honored.
         When  a  payable   through  draft   ("check")  is  presented  for
payment,  a  sufficient  number  of full and  fractional  shares  from the
shareholder's  account to cover the  amount of the draft will be  redeemed
at the net asset value next determined.  If there are insufficient  shares
in the shareholder's account, the draft will be returned.
         To change  redemption  instructions  already given,  shareholders
must send a written  notice to Calvert Group,  c/o NFDS,  6th Floor,  1004
Baltimore,  Kansas City,  MO 64105,  with a voided copy of a check for the
bank  wiring  instructions  to  be  added.  If a  voided  check  does  not
accompany  the request,  then the request must be signature  guaranteed by
a commercial bank,  savings and loan  association,  trust company,  member
firm  of any  national  securities  exchange,  or  credit  union.  Further
documentation  may  be  required  from  corporations,   fiduciaries,   and
institutional investors.
         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  SEC,  or  if  the   Commission  has  ordered  such  a
suspension for the  protection of  shareholders.  Redemption  proceeds are
normally  mailed or wired the next business day after a proper  redemption
request has been  received,  unless  redemptions  have been  suspended  or
postponed as described above.
         Redemption  proceeds  are  normally  paid in cash.  However,  the
Portfolio  has the right to redeem  shares in assets  other  than cash for
redemption  amounts  exceeding,  in any 90-day  period,  $250,000 or 1% of
the net asset value of the Portfolio, whichever is less.
    
<PAGE>

==========================================================================
                     REDUCED SALES CHARGES (CLASS A)
==========================================================================

         The  Limited-Term  Portfolio  imposes  reduced  sales charges for
Class A shares in certain  situations in which the  Principal  Underwriter
(which  offers  the  Portfolio's  shares   continuously  and  on  a  "best
efforts"  basis) and the dealers  selling  Limited-Term  Portfolio  shares
may  expect to realize  significant  economies  of scale  with  respect to
such sales.  Generally,  sales costs do not increase in  proportion to the
dollar amount of the shares sold;  the per-dollar  transaction  cost for a
sale to an  investor  of  shares  worth,  say,  $5,000 is  generally  much
higher than the  per-dollar  cost for a sale of shares  worth  $1,000,000.
Thus, the applicable  sales charge  declines as a percentage of the dollar
amount of shares sold as the dollar amount increases.
         When a  shareholder  agrees to make  purchases  of shares  over a
period of time totaling a certain  dollar  amount  pursuant to a Letter of
Intent,  the  Underwriter  and  selling  dealers can expect to realize the
economies  of  scale  applicable  to that  stated  goal  amount.  Thus the
Portfolio  imposes  the  sales  charge  applicable  to  the  goal  amount.
Similarly,  the  Underwriter  and selling  dealers  also  experience  cost
savings when dealing with existing  Portfolio  shareholders,  enabling the
Portfolio to afford existing  shareholders the Right of Accumulation.  The
Underwriter  and selling  dealers can also expect to realize  economies of
scale when making sales to the members of certain  qualified  groups which
agree to facilitate  distribution  of Portfolio  shares to their  members.
See "Exhibit A - Reduced Sales Charges" in the Limited-Term Prospectus.

==========================================================================
                       DIVIDENDS AND DISTRIBUTIONS
==========================================================================

         The  Money  Market  Portfolio  declares  daily  and pays  monthly
dividends  of its daily net  income  to  shareholders  of record as of the
close of business each business day, thus allowing  daily  compounding  of
dividends.   The   Limited-Term   Portfolio   declares  and  pays  monthly
dividends of its net income to  shareholders  of record as of the close of
business  on  each   designated   monthly   record  date.   Dividends  and
distributions  paid by the  Limited-Term  Portfolio  may differ  among the
classes.  Net investment  income consists of the interest income earned on
investments  (adjusted for  amortization  of original  issue  discounts or
premiums or market premiums),  less estimated expenses.  Capital gains, if
any, are normally  paid once a year and will be  automatically  reinvested
at net asset value in additional  shares.  Dividends and any distributions
are  automatically  reinvested  in additional  shares of the Fund,  unless
you elect to have the  dividends  of $10 or more paid in cash (by check or
by  Calvert  Money  Controller).   You  may  also  request  to  have  your
dividends and distributions  from the Portfolio  invested in shares of any
other  Calvert  Group Fund,  subject to the  applicable  sales  charge for
that  Fund  or  Portfolio.   If  you  elect  to  have   dividends   and/or
distributions  paid in cash,  and the U.S.  Postal  Service cannot deliver
the  check,  or if it  remains  uncashed  for six  months,  it, as well as
future  dividends  and  distributions,  will be  reinvested  in additional
shares.
         Purchasers  of shares of the Money  Market  Portfolio  will begin
receiving  dividends  upon the date  federal  funds  are  received  by the
Fund.  Purchases  by bank wire  received by 12:30 p.m.,  Eastern  time are
immediately  available  federal  funds;  purchases  by domestic  check may
take  one  day  to  convert  into  federal  funds  for  the  Money  Market
Portfolio.  Shareholders  redeeming  shares by telephone  electronic funds
transfer or written request will receive  dividends  through the date that
the redemption  request is received;  Money Market Portfolio  shareholders
redeeming  shares  by draft  will  receive  dividends  up to the date such
draft is presented to the Portfolio for payment.

==========================================================================
                               TAX MATTERS
==========================================================================

   
         In 1995 the  Portfolios  did qualify  and in 1996 the  Portfolios
intend to qualify as a "regulated  investment  company" under Subchapter M
of the Internal  Revenue Code as amended (the "Code").  By so  qualifying,
the Fund will not be subject to federal  income  tax,  nor to the  federal
excise  tax  imposed by the Tax  Reform  Act of 1986 (the  "Act"),  to the
extent  that  it  distributes  its  net  investment  income  and  realized
capital gains.
         The  Portfolio's  dividends of net investment  income  constitute
exempt-interest   dividends  on  which   shareholders  are  not  generally
subject  to  federal  income  tax;   however  under  the  Act,   dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included in federal  alternative  minimum  taxable  income for the purpose
of determining  liability (if any) for individuals  and for  corporations.
Each   Portfolio's   dividends   derived   from   taxable   interest   and
distributions  of net short-term  capital gains,  whether taken in cash or
reinvested in additional  shares,  are taxable to shareholders as ordinary
income  and do not  qualify  for  the  dividends  received  deduction  for
corporations.
    

<PAGE>

         A  shareholder  may also be subject  to state and local  taxes on
dividends  and   distributions   from  the  Fund.  The  Fund  will  notify
shareholders  annually  about the  federal  tax  status of  dividends  and
distributions  paid by the Fund and the amount of dividends  withheld,  if
any, during the previous year.
         The Code  provides  that  interest  on  indebtedness  incurred or
continued in order to purchase or carry  shares of a regulated  investment
company which  distributes  exempt-interest  dividends  during the year is
not  deductible.  Furthermore,  entities or persons  who are  "substantial
users"  (or  persons  related  to   "substantial   users")  of  facilities
financed by private  activity  bonds  should  consult  their tax  advisors
before  purchasing  shares of the Fund.  "Substantial  user" is  generally
defined as including a  "non-exempt  person" who  regularly  uses in trade
or  business a part of a facility  financed  from the  proceeds of private
activity bonds.
         Investors  should  note that the Code may  require  investors  to
exclude  the  initial  sales  charge,  if  any,  paid on the  purchase  of
Limited-Term  Portfolio  shares from the tax basis of those  shares if the
shares are  exchanged  for shares of another  Calvert Group Fund within 90
days of  purchase.  This  requirement  applies only to the extent that the
payment  of the  original  sales  charge on the  shares  of the  Portfolio
causes a reduction  in the sales  charge  otherwise  payable on the shares
of the Calvert  Group Fund  acquired in the  exchange,  and  investors may
treat  sales  charges  excluded  from the basis of the  original  sales as
incurred to acquire the new shares.
         The Fund is  required to withhold  31% of any  long-term  capital
gain  dividends and 31% of each  redemption  transaction  occurring in the
Limited-Term  Portfolio if: (a) the  shareholder's  social security number
or other  taxpayer  identification  number  ("TIN") is not  provided or an
obviously  incorrect  TIN  is  provided;  (b)  the  shareholder  does  not
certify  under   penalties  of  perjury  that  the  TIN  provided  is  the
shareholder's  correct  TIN and that the  shareholder  is not  subject  to
backup  withholding  under  section  3406(a)(1)(C)  of the Code because of
underreporting  (however,  failure  to  provide  certification  as to  the
application   of  section   3406(a)(1)(C)   will  result  only  in  backup
withholding on capital gain  dividends,  not on  redemptions);  or (c) the
Fund is notified by the  Internal  Revenue  Service  that the TIN provided
by the shareholder is incorrect or that there has been  underreporting  of
interest or  dividends  by the  shareholder.  Affected  shareholders  will
receive statements at least annually specifying the amount withheld.
         In  addition,  the  Limited-Term  Portfolio is required to report
to the Internal  Revenue  Service the following  information  with respect
to redemption  transactions in the Portfolio:  (a) the shareholder's name,
address,  account  number  and  taxpayer  identification  number;  (b) the
total  dollar  value  of  the   redemptions;   and  (c)  the   Portfolio's
identifying CUSIP number.
         Certain  shareholders  are,  however,   exempt  from  the  backup
withholding  and  broker  reporting   requirements.   Exempt  shareholders
include: corporations;  financial institutions;  tax-exempt organizations;
individual   retirement   plans;  the  U.S.,  a  State,  the  District  of
Columbia,  a U.S.  possession,  a  foreign  government,  an  international
organization,  or any political  subdivision,  agency, or  instrumentality
of  any  of the  foregoing;  U.S.  registered  commodities  or  securities
dealers;  real estate investment trusts;  registered investment companies;
bank common trust funds;  certain  charitable  trusts; and foreign central
banks of issue.  Non-resident  aliens  also are  generally  not subject to
either  requirement  but,  along with  certain  foreign  partnerships  and
foreign  corporations,   may  instead  be  subject  to  withholding  under
section  1441 of the Code.  Shareholders  claiming  exemption  from backup
withholding  and  broker  reporting  should  call or  write  the  Fund for
further information.


==========================================================================
                           VALUATION OF SHARES
==========================================================================

Money Market Portfolio
         The Money Market  Portfolio's  assets,  including  commitments to
purchase  securities on a when-issued  basis, 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.  During  periods  of  declining
interest  rates,  the daily yield on shares of the Money Market  Portfolio
may  tend  to be  higher  than  a like  computation  made  by a fund  with
identical  investments  utilizing a method of valuation  based upon market
prices  and   estimates  of  market   prices  for  all  of  its  portfolio
instruments.  Thus,  if the  use of  amortized  cost by the  Money  Market
Portfolio  resulted in a lower  aggregate  portfolio value on a particular
day, a  prospective  investor in the  Portfolio  would be able to obtain a
somewhat  higher  yield  than  would  result  from  investment  in a  fund
utilizing  solely market values,  and existing  investors in the Portfolio
would  receive  less  investment  income.  The  converse  would apply in a
period of rising interest rates.
         Rule 2a-7 under the  Investment  Company Act of 1940  permits the
Fund to value the assets of the Money Market  Portfolio at amortized  cost
if  the  Money  Market  Portfolio  maintains  a  dollar-weighted   average
maturity  of 90  days  or  less  and  only  purchases  obligations  having
remaining  maturities  of one  year or  less.  Rule  2a-7  requires,  as a
condition  of its use,  that the Money  Market  Portfolio  invest  only in
obligations  determined  by  the  Trustees  to be  of  high  quality  with
minimal  credit  risks and further  requires  the  Trustees  to  establish
procedures designed to stabilize,  to the extent reasonably possible,  the
Portfolio's  price  per share as  computed  for the  purpose  of sales and
redemptions at $1.00.  Such  procedures  include review of the Portfolio's
investment  holdings by the Trustees,  at such  intervals as they may deem
appropriate,   to  determine  whether  the  Portfolio's  net  asset  value
calculated by using available  market  quotations or equivalents  deviates
from $1.00 per share based on amortized  cost. If such  deviation  exceeds
0.50%,  the Trustees will promptly  consider what action,  if any, will be
initiated.  In the event the Trustees  determine  that a deviation  exists
which  may  result  in  material  dilution  or  other  unfair  results  to
investors  or  existing   shareholders,   the  Trustees   will  take  such
corrective   action  as  they  regard  as   necessary   and   appropriate,
including:  the  sale  of  portfolio  instruments  prior  to  maturity  to
realize  capital  gains  or  losses  or  to  shorten   average   portfolio
maturity;  the withholding of dividends or payment of  distributions  from
capital  or  capital  gains;   redemptions  of  shares  in  kind;  or  the
establishment  of a net asset  value per share based on  available  market
quotations.
<PAGE>

Limited-Term Portfolio
         The  Limited-Term  Portfolio's  assets are valued,  utilizing the
average  bid  dealer  market  quotation  as  furnished  by an  independent
pricing service.  Securities and other assets for which market  quotations
are not  readily  available  are valued  based on the  current  market for
similar  securities  or assets,  as determined in good faith by the Fund's
Advisor under the supervision of the Board of Trustees.
         Valuations,   market   quotations  and  market   equivalents  are
provided the Portfolio by Kenny S&P Evaluation  Services,  a subsidiary of
McGraw-Hill.  The use of Kenny as a pricing  service by the  Portfolio has
been approved by the Board of Trustees.  Valuations  provided by Kenny are
determined  without  exclusive  reliance  on quoted  prices  and take into
consideration  appropriate  factors  such as  institution-size  trading in
similar  groups of  securities,  yield,  quality,  coupon rate,  maturity,
type of issue, trading characteristics, and other market data.
         Each  Portfolio  determines  the net  asset  value of its  shares
every  business  day at 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,   Good  Friday,   Memorial   Day,   Independence   Day,   Labor  Day,
Thanksgiving Day, and Christmas Day.

   
Net Asset Value and Offering Price Per Share
Money Market Portfolio
         Class O ($1,740,838,877/1,740,947,970 shares)        $1.00
         Class MMP ($41,735,534/41,731,660 shares)            $1.00

Limited-Term Portfolio
         Class A net asset value per share
         ($457,706,997/42,689,940 shares)                     $10.72
         Maximum sales charge
         (2.00% of Class A offering price)                        0.22
         Offering price per Class A share                     $10.94

         Class C net asset value and offering price per share
         ($30,056,626/2,813,640 shares)                       $10.68
    

==========================================================================
                  CALCULATION OF YIELD AND TOTAL RETURN
==========================================================================

   
Money Market Portfolio
         From  time to time the  Money  Market  Portfolio  advertises  its
"yield"  and   "effective   yield."  Both  yield   figures  are  based  on
historical  earnings and are not intended to indicate future  performance.
Yield is calculated  separately by class.  The "yield" of the Money Market
Portfolio  refers  to  the  income  generated  by  an  investment  in  the
Portfolio  over a particular  base period of time.  The length and closing
date of the base period will be stated in the  advertisement.  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.  The  Money  Market  Portfolio'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

For the  seven-day  period  ended  December  29,  1995,  the Money  Market
Portfolio's  yield for Class O shares  was 4.76% and its  effective  yield
was 4.87%.  For the seven-day  period ended  December 29, 1995,  the Money
Market   Portfolio's  yield  for  Class  MMP  shares  was  4.18%  and  its
effective yield was 4.26%.

         The  Money  Market  Portfolio  also may  advertise,  from time to
time, its "tax  equivalent  yield." The tax equivalent  yield is the yield
an  investor  would be  required to obtain  from  taxable  investments  to
equal  the  Portfolio's  yield,  all or a  portion  of which may be exempt
from  federal  income  taxes.  The tax  equivalent  yield is  computed  by
taking  the  portion  of  the  Portfolio's  effective  yield  exempt  from
regular  federal income tax and  multiplying  the exempt yield by a factor
based  upon a stated  income  tax rate,  then  adding  the  portion of the
yield that is not exempt  from  regular  federal  income  tax.  The factor
which is used to calculate the tax  equivalent  yield is the reciprocal of
the difference  between 1 and the applicable  income tax rate,  which will
be stated in the  advertisement.  For the seven-day  period ended December
29, 1995, the Money Market  Portfolio's  Class O tax equivalent yield, for
an investor in the 36% federal  income tax bracket was 7.60% and,  for the
39.6% federal income tax bracket,  8.10%.  For the seven-day  period ended
December 29, 1995, the Money Market  Portfolio's  Class MMP tax equivalent
yield,  for an investor  in the 36%  federal  income tax bracket was 6.65%
and, for the 39.6% federal income tax bracket, 7.08%.
    
<PAGE>


   
Limited-Term Portfolio
         From time to time,  the  Limited-Term  Portfolio  advertises  its
"total  return."  Total return is  calculated  separately  for each class.
Total  return is  historical  in nature and is not  intended  to  indicate
future  performance.  Total  return  will be  quoted  for the most  recent
one-year  period,  five-year  period,  and period  from  inception  of the
Portfolio's  offering of shares.  Total return  quotations  for periods in
excess of one year  represent  the  average  annual  total  return for the
period   included  in  the  particular   quotation.   Total  return  is  a
computation of the Portfolio's  dividend yield,  plus or minus realized or
unrealized capital  appreciation or depreciation,  less fees and expenses.
All total  return  quotations  reflect the  deduction  of the  Portfolio's
maximum  sales  charge for Class A shares,  except  quotations  of "return
without  maximum  load"  which do not deduct the sales  charge and "actual
return,"  which  reflect  deduction  of the  sales  charge  only for those
periods  when a sales charge was actually  imposed.  Thus,  in the formula
below,   for  return   without   maximum  load,  P  =  the  entire  $1,000
hypothetical  initial  investment  and does not reflect the  deduction  of
any sales charge;  for actual return,  P = a hypothetical  initial payment
of $1,000.  Note:  "Total  Return" as quoted in the  Financial  Highlights
section of the Fund's  Prospectus and Annual Report to  Shareholders,  per
SEC  instructions,  does not reflect  deduction of the sales  charge,  and
corresponds  to  "return  without  maximum  load" as  referred  to herein.
Return without maximum load should be considered  only by investors,  such
as  participants  in certain  pension plans, to whom the sales charge does
not apply,  or for purposes of  comparison  only with  comparable  figures
which also do not reflect sales charges,  such as Lipper  averages.  Total
return is computed according to the following formula:


                             P(1 + T)n = ERV


where P = a hypothetical  initial payment of $1,000;  T = total return;  n
=  number  of  years;  and  ERV  =  the  ending   redeemable  value  of  a
hypothetical  $1,000  payment made at the beginning of the 1, 5 or 10 year
periods at the end of such periods (or portions thereof, if applicable).
         Returns for the periods indicated are as follows:

                  Class A Shares        Class A Shares     Class C Shares
                  With Max. Load        W/O Max. Load

One Year          3.40%                 5.55%              4.86%
Five Years        4.25%                 4.68%              N/A
Ten Years         5.37%                 5.58%              N/A
From Inception    N/A                   N/A                3.42%(March 1, 1994)
    

         The Limited-Term  Portfolio also  advertises,  from time to time,
its "yield" and "tax equivalent  yield." As with total return,  both yield
figures  are   historical   and  are  not  intended  to  indicate   future
performance.
         Unlike  the  yield  quotations  for the Money  Market  Portfolio,
"yield"  quotations for each class of the Limited-Term  Portfolio refer to
the  aggregate  imputed  yield-to-maturity  of  each  of  the  Portfolio's
investments  based  on the  market  value  as of the  last  day of a given
thirty-day   or   one-month   period  less   accrued   expenses   (net  of
reimbursement),  divided  by  the  average  daily  number  of  outstanding
shares entitled to receive  dividends times the maximum  offering price on
the last day of the  period  (so that the  effect of the  sales  charge is
included  in the  calculation),  compounded  on a  "bond  equivalent,"  or
semi-annual,   basis.  The  Limited-Term  Portfolio's  yield  is  computed
according to the following formula:

                           Yield = 2[(+1)6 - 1]
 

where a = dividends and interest  earned  during the period;  b = expenses
accrued  for the period  (net of  reimbursement);  c = the  average  daily
number of shares  outstanding  during the  period  that were  entitled  to
receive  dividends;  and d = the maximum  offering  price per share on the
last day of the period.

<PAGE>

   
         The tax  equivalent  yield  is the  yield  an  investor  would be
required  to obtain from  taxable  investments  to equal the  Limited-Term
Portfolio's  yield,  all or a portion of which may be exempt from  federal
income  taxes.  The tax  equivalent  yield is  computed  for each class by
taking the portion of the yield  exempt from  regular  federal  income tax
and  multiplying  the exempt yield by a factor based upon a stated  income
tax rate,  then  adding the  portion of the yield that is not exempt  from
regular  federal  income tax. The factor  which is used to  calculate  the
tax equivalent  yield is the  reciprocal of the  difference  between 1 and
the   applicable   income   tax  rate,   which   will  be  stated  in  the
advertisement.  For the  thirty-day  period ended  December 31, 1995,  the
Portfolio's  yield  for Class A Shares  was  4.16% and its tax  equivalent
yield was 6.50% for an  investor in the 36%  federal  income tax  bracket,
and 6.92% for an investor in the 39.6%  federal  income tax  bracket.  For
the same  period.  the  yield  for  Class C Shares  was  3.63% and its tax
equivalent  yield was 5.67% for an investor in the 36% federal  income tax
bracket  and  6.03%  for an  investor  in the  39.6%  federal  income  tax
bracket.
    

==========================================================================
                               ADVERTISING
==========================================================================

         The Fund or its affiliates may provide  information  such as, but
not limited to, the economy,  investment climate,  investment  principles,
sociological  conditions  and political  ambiance.  Discussion may include
hypothetical  scenarios or lists of relevant  factors  designed to aid the
investor  in  determining   whether  the  Fund  is  compatible   with  the
investor's  goals.  The Fund may list portfolio  holdings or give examples
or  securities  that  may  have  been  considered  for  inclusion  in  the
Portfolio, whether held or not.
         The Fund or its  affiliates  may supply  comparative  performance
data and rankings from  independent  sources such as Donoghue's Money Fund
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services,
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street
Journal,  and  Schabacker  Investment   Management,   Inc.  Such  averages
generally  do not reflect any front- or back-end  sales  charges  that may
be  charged  by Funds  in that  grouping.  The  Fund may also  cite to any
source,  whether  in  print or  on-line,  such as  Bloomberg,  in order to
acknowledge  origin of  information.  The Fund may  compare  itself or its
portfolio  holdings  to  other  investments,  whether  or  not  issued  or
regulated  by the  securities  industry,  including,  but not  limited to,
certificates  of deposit and Treasury  notes.  The Fund, its Advisor,  and
its  affiliates  reserve the right to update  performance  rankings as new
rankings become available.

==========================================================================
                          TRUSTEES AND OFFICERS
==========================================================================

   
         RICHARD  L.  BAIRD,  JR.,  Trustee.  Mr.  Baird  is  Director  of
Finance for the Family Health Council,  Inc. in Pittsburgh,  Pennsylvania,
a  non-profit   corporation  which  provides  family  planning   services,
nutrition,  maternal/child  health  care,  and  various  health  screening
services.  Mr.  Baird  is a  trustee/director  of each  of the  investment
companies  in the  Calvert  Group of  Funds,  except  for  Acacia  Capital
Corporation,  Calvert New World Fund and Calvert  World Values Fund.  Age:
47. Address: 211 Overlook Drive, Pittsburgh, Pennsylvania 15216.
         FRANK H. BLATZ,  JR.,  Esq.,  Trustee.  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.
Age: 59.  Address:  308 East Broad  Street,  PO Box 2007,  Westfield,  New
Jersey 07091.
         FREDERICK T. BORTS,  M.D.,  Trustee.  Dr. Borts is a  radiologist
with Kaiser  Permanente.  Prior to that, he was a radiologist at Bethlehem
Medical  Imaging  in  Allentown,  Pennsylvania.  Age:  46.  Address:  2040
Nuuanu Avenue #1805, Honolulu, Hawaii, 96817.
        1 CHARLES E. DIEHL,  Trustee.  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.  Age: 73.  Address:
1658 Quail Hollow Court, McLean, Virginia 22101.

<PAGE>

         DOUGLAS E. FELDMAN,  M.D.,  Trustee.  Dr. Feldman  practices head
and neck  reconstructive  surgery in the  Washington,  D.C.,  metropolitan
area. Age: 47. Address: 7536 Pepperell Drive, Bethesda, Maryland 20817.
         PETER W.  GAVIAN,  CFA,  Trustee.  Mr.  Gavian was a principal of
Gavian De Vaux  Associates,  an  investment  banking firm. He continues to
be  President  of with  Corporate  Finance of  Washington,  Inc.  Age: 63.
Address: 3005 Franklin Road North, Arlington, Virginia 22201.
         JOHN G.  GUFFEY,  JR.,  Trustee.  Mr.  Guffey is  chairman of the
Calvert  Social  Investment   Foundation,   organizing   director  of  the
Community Capital Bank in Brooklyn,  New York, and a financial  consultant
to various  organizations.  In addition, he is a Director of the Community
Bankers  Mutual Fund of Denver,  Colorado,  and the Treasurer and Director
of Silby,  Guffey,  and Co., Inc., a venture capital firm. Mr. Guffey is a
trustee/director  of  each  of  the  other  investment  companies  in  the
Calvert  Group  of  Funds,  except  for  Acacia  Capital  Corporation  and
Calvert New World Fund.  Age:  47.  Address:  7205  Pomander  Lane,  Chevy
Chase, Maryland 20815.
         ARTHUR  J.  PUGH,  Trustee.  Mr.  Pugh  serves as a  Director  of
Acacia Federal  Savings Bank.  Age: 58.  Address:  4823  Prestwick  Drive,
Fairfax, Virginia 22030.
         1 DAVID  R.  ROCHAT,  Senior  Vice  President  and  Trustee.  Mr.
Rochat is Executive  Vice President of Calvert Asset  Management  Company,
Inc.,  Director  and  Secretary  of  Grady,  Berwald  and Co.,  Inc.,  and
Director and President of Chelsea Securities,  Inc. Age: 58. Address:  Box
93, Chelsea, Vermont 05038.
        1   D.   WAYNE   SILBY,   Esq.,   Trustee.   Mr.   Silby   is   a
trustee/director  of  each  of the  investment  companies  in the  Calvert
Group of Funds,  except for Acacia  Capital  Corporation  and  Calvert New
World Fund.  Mr. Silby is an officer,  director and  shareholder of Silby,
Guffey &  Company,  Inc.,  which  serves as  general  partner  of  Calvert
Social  Venture  Partners  ("CSVP").   CSVP  is  a  venture  capital  firm
investing in socially  responsible small companies.  He is also a Director
of Acacia  Mutual Life  Insurance  Company.  Age: 47.  Address:  1715 18th
Street, N.W., Washington, D.C. 20009.
        1 CLIFTON S. SORRELL,  JR.,  President and Trustee.  Mr.  Sorrell
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.   He  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. Age: 54.
        1 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. Age: 46.
         1 RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer  is
Senior Vice  President  and  Controller  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. Age: 43.
         1 WILLIAM  M.  TARTIKOFF,  Esq.,  Vice  President  and  Assistant
Secretary.  Mr.  Tartikoff  is  an  officer  of  each  of  the  investment
companies  in the Calvert  Group of Funds,  and is Senior Vice  President,
Secretary,  and General  Counsel of Calvert  Group,  Ltd., and each of its
subsidiaries.  Mr.  Tartikoff  is also 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.  Age:
48.
         1 EVELYNE S. STEWARD,  Vice President.  Ms. Steward is a director
and Senior  Vice  President  of Calvert  Group,  Ltd.,  and a director  of
Calvert-Sloan  Advisers,  L.L.C. She is the sister of Philip J. Schewetti,
the portfolio manager of the CSIF Equity Portfolio. Age: 43.
         1 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. Age: 45.
         1 SUSAN WALKER BENDER, Esq.,  Assistant Secretary.  Ms. Bender is
Associate  General  Counsel of Calvert Group,  Ltd. 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. Age: 37.
___________
1Officers and trustees deemed to be "interested persons" of the Fund
under the Investment Company Act of 1940, by virtue of their affiliation
with the Fund's Advisor.
    
<PAGE>

         Each of the above  named  trustees  and  officers is a trustee or
officer  of each of the  investment  companies  in the  Calvert  Group  of
Funds with the  exception  of Calvert  Social  Investment  Fund,  of which
only  Messrs.  Baird,  Guffey,  Silby and Sorrell are among the  Trustees,
Acacia Capital Corporation,  of which only Messrs.  Sorrell,  Blatz, Diehl
and Pugh are among the  Directors,  Calvert  World Values Fund,  Inc.,  of
which only Messrs.  Guffey,  Silby,  and Sorrell are among the  Directors,
and  Calvert  New World  Fund,  Inc.,  of which only  Messrs.  Martini and
Sorrell are among the  Directors.  The address of Trustees  and  Officers,
unless   otherwise  noted,  is  4550  Montgomery   Avenue,   Suite  1000N,
Bethesda,  Maryland 20814.  Trustees and Officers as a group own less than
1% of the Portfolio's outstanding shares.
         The  Board's  Audit  Committee  is  composed  of  Messrs.  Baird,
Blatz,  Feldman,  Guffey and Pugh.  The  Investment  Policy  Committee  is
composed of Messrs. Borts, Diehl, Gavian, Rochat, Silby and Sorrell.
   
         During  1995,  Trustees  of the  Fund  not  affiliated  with  the
Fund's  Advisor  were paid  $144,818  and $47,615 by the Money  Market and
Limited-Term   Portfolios,   respectively.   Trustees   of  the  Fund  not
affiliated  with the  Advisor  currently  receive an annual fee of $20,250
for service as a member of the Board of  Trustees of the Calvert  Group of
Funds  plus a fee of $750 to $1200 for each  Board and  Committee  meeting
attended;  such fees are  allocated  among the Funds on the basis of their
net assets.
    

         Trustees of the Fund not  affiliated  with the Fund's Advisor may
elect to defer  receipt  of all or a  percentage  of their fees and invest
them in any fund in the  Calvert  Family  of Funds  through  the  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,  and  will  ensure  that  there is no  duplication  of
advisory fees.


<TABLE>
<CAPTION>

   
                        Trustee Compensation Table


                     Aggregate       Pension or            Total Compensation 
Fiscal Year 1995     Compensation    Retirement Benefits   from Registrant and 
(unaudited numbers)  from Registrant Accrued as part       Fund Complex       
                     for service     of Registrant         paid to Trustees<F2>
Name of Trustee      as Trustee      Expenses<F1>

<S>                   <C>            <C>                   <C>    

Richard L. Baird, Jr. $25,831        $0                    $33,450
Frank H. Blatz, Jr.   $26,042        $26,042               $36,801
Frederick T. Borts    $20,135        $0                    $25,050
Charles E. Diehl      $25,058        $25,058               $35,101
Douglas E. Feldman    $24,494        $0                    $30,600
Peter W. Gavian       $24,862        $7,458                $31,951
John G. Guffey, Jr.   $24,861        $0                    $40,450
Arthur J. Pugh        $26,792        $0                    $36,801
D. Wayne Silby        $23,878        $0                    $47,965

<FN>
<F1>Messrs. Blatz, Diehl, Gavian, and Pugh have chosen to defer a portion
of their compensation. As of December 31, 1995, total deferred
compensation, including dividends and capital appreciation, was
$415,719, $337,395, $89,054, and $150,841, for each trustee,
respectively.
<F2> As of December 31, 1995. The Fund Complex consists of eight (8)
registered investment companies.
</FN>

    
</TABLE>

<PAGE>

==========================================================================
                            INVESTMENT ADVISOR
==========================================================================


         The  Fund's  Investment   Advisor  is  Calvert  Asset  Management
Company,  Inc., 4550 Montgomery Avenue,  Suite 1000N,  Bethesda,  Maryland
20814,  a subsidiary  of Calvert  Group,  Ltd.,  which is a subsidiary  of
Acacia  Mutual  Life  Insurance  Company  of  Washington,   D.C.  ("Acacia
Mutual").
         The  Advisory  Contract  between  the Fund and the  Advisor  will
remain in effect  indefinitely,  provided continuance is approved at least
annually  by the vote of the  holders  of a  majority  of the  outstanding
shares of the Fund, or by the Trustees of the Fund;  and further  provided
that  such  continuance  is  also  approved  annually  by  the  vote  of a
majority of the  Trustees of the Fund who are not parties to the  Contract
or  interested  persons  of such  parties,  cast in  person  at a  meeting
called for the purpose of voting on such  approval.  The  Contract  may be
terminated  without  penalty  by either  party on 60 days'  prior  written
notice; it automatically terminates in the event of its assignment.
         Under the  Contract,  the  Advisor  manages  the  investment  and
reinvestment  of the Fund's  assets,  subject to the direction and control
of the Fund's Board of Trustees.  For its services,  the Advisor  receives
an annual fee of:
         i) with  respect  to the  Money  Market  Portfolio,  0.50% of the
first $500 million of such  Portfolio's  average  daily net assets,  0.45%
of the next $500  million  of such  assets,  and 0.40% of all such  assets
over $1 billion; and
         ii) with  respect  to the  Limited-Term  Portfolio,  0.60% of the
first $500 million of the Portfolio's  average daily net assets,  0.50% of
the next $500  million of such  assets,  and 0.40% of all such assets over
$1 billion.
         The advisory  fee is payable  monthly.  The Advisor  reserves the
right  (i) to waive  all or a part of its fee and (ii) to  compensate,  at
its expense,  broker-dealers  in  consideration  of their  promotional and
administrative services.
         The  Advisor  provides  the  Fund  with  investment   advice  and
research,  pays  the  salaries  and  fees of all  Trustees  and  executive
officers of the Fund who are  principals of the Advisor,  and pays certain
Fund  advertising  and  promotional  expenses.  The Fund  pays  all  other
administrative  and  operating   expenses,   including:   custodial  fees;
shareholder  servicing,  dividend  disbursing  and  transfer  agency fees;
administrative  service fees;  federal and state  securities  registration
fees;  insurance  premiums;  trade association dues;  interest,  taxes and
other business fees;  legal and audit fees; and brokerage  commissions and
other  costs   associated   with  the   purchase  and  sale  of  portfolio
securities.

   
        The  Advisor  has  agreed  to  reimburse  the  Money  Market  and
Limited-Term  Portfolios  for all expenses,  excluding  brokerage,  taxes,
interest,  and  extraordinary  items  exceeding,  on a pro rata basis, the
most  restrictive   expense  limitation  of  those  states  in  which  the
Portfolios'  shares are qualified for sale (currently,  2.50% of the first
$30 million of the  Portfolio's  average net assets,  2.0% of the next $70
million,  and 1.50% of all such  assets in  excess of $100  million).  The
advisory  fees  paid  by the  Money  Market  Portfolio  to  Calvert  Asset
Management Company were $7,093,465,  $6,636,334,  and $7,481,925 for years
1993,  1994,  and  1995,  respectively.  The  advisory  fees  paid  by the
Limited-Term   Portfolio  to  Calvert   Asset   Management   Company  were
$3,527,101,  $3,863,616,  and $3,149,849  for years 1993,  1994, and 1995,
respectively.
    


==========================================================================
                         ADMINISTRATIVE SERVICES
==========================================================================

         Calvert  Shareholder  Services,  Inc., a wholly-owned  subsidiary
of Calvert  Group,  Ltd., has been retained by the Fund to act as transfer
agent,  dividend  disbursing agent and shareholder  servicing agent. These
responsibilities   include:   responding  to  shareholder   inquiries  and
instructions   concerning   their   accounts;   crediting   and   debiting
shareholder  accounts for  purchases  and  redemptions  of Fund shares and
confirming such  transactions;  daily updating of shareholder  accounts to
reflect   declaration   and  payment  of  dividends;   and  preparing  and
distributing   quarterly   statements  to  shareholders   regarding  their
accounts.   For  such  services,   Calvert  Shareholder  Services,   Inc.,
receives  compensation  based on the number of  shareholder  accounts  and
the number of transactions.

   
         Calvert   Administrative   Services   Company,   a   wholly-owned
subsidiary  of  Calvert  Group,  Ltd.,  has been  retained  by the Fund to
provide certain  administrative  services  necessary to the conduct of the
Fund's  affairs.  Such services  include the  preparation of corporate and
regulatory  reports  and  filings,  portfolio  accounting,  and the  daily
determination  of net  investment  income  and net asset  value per share.
Calvert  Administrative  Services  Company  receives a fee of $200,000 per
year for providing  such services,  allocated  among  Portfolios  based on
assets.  The service  fees paid by the Money  Market  Portfolio to Calvert
Administrative  Services  Company were  $115,912,  $110,396,  $124,836 for
years 1993,  1994,  and 1995,  respectively.  The service fees paid by the
Limited-Term  Portfolio to Calvert  Administrative  Services  Company were
$44,251,   $50,942,   and  $39,445  for  years  1993,   1994,   and  1995,
respectively.
    
<PAGE>

==========================================================================
                  INDEPENDENT ACCOUNTANTS AND CUSTODIANS
==========================================================================

   
         Coopers  &  Lybrand,  L.L.P.  has been  selected  by the Board of
Trustees to serve as independent  accountants for fiscal year 1996.  State
Street  Bank & Trust  Company,  N.A.,  225  Franklin  Street,  Boston,  MA
02110,  currently  serves as  custodian  of the  Portfolio's  investments.
First  National  Bank of Maryland,  25 South  Charles  Street,  Baltimore,
Maryland  21203 also  serves as  custodian  of certain of the  Portfolio's
cash assets.  Neither  custodian has any part in deciding the  Portfolio's
investment  policies or the choice of securities  that are to be purchased
or sold for the Portfolio.
    

==========================================================================
                          METHOD OF DISTRIBUTION
==========================================================================

   
         The  Portfolios  have  entered  into  a  principal   underwriting
agreement  with  Calvert  Distributors  Inc.  ("CDI").   Pursuant  to  the
agreement,  CDI serves as distributor  and principal  underwriter  for the
Portfolios.  CDI bears all its expenses of providing  services pursuant to
the  agreement,  including  payment of any  commissions  and service fees.
CDI is  entitled  to receive,  pursuant  to the Money  Market  Portfolio's
Class MMP Shares  Distribution  Plan, a distribution  service fee from the
Portfolio of 0.35% of the Class MMP Shares  average daily net assets.  CDI
is also  entitled  to  receive a service  fee and a  distribution  fee for
Class C shares,  payable monthly  pursuant to the Limited Term Portfolio's
Distribution  Plan, of 0.25%,  respectively,  of the  Portfolio's  average
daily  net  assets.  For the ten  months  ended  December  31.  1995,  the
Distribution  Plan  expenses  totaled  $168,467  for Class C Shares of the
Limited-Term  Portfolio.  CDI also receives all sales  charges  imposed on
Limited-Term  Portfolio  Class  A  shares  and  compensates  broker-dealer
firms  for  sales of shares  at a  maximum  commission  rate of 1.50%,  as
specified  in the table of  applicable  sales  charges  (see  "Alternative
Sales  Options" in the  Prospectus).  For the fiscal years ended  December
31, 1993,  1994,  and 1995,  CDI received  sales  charges in excess of the
dealer reallowance of $3,275, $0, and $10,900, respectively.
         The Money Market  Portfolio's Class MMP Shares  Distribution Plan
and the Limited-Term  Portfolio's  Class C Distribution Plan were approved
by the Board of Trustees,  including the Trustees who are not  "interested
persons"  of the Fund (as that term is defined in the  Investment  Company
Act of 1940) and who have no  direct or  indirect  financial  interest  in
the  operation  of the Plans or in any  agreements  related  to the Plans.
The  selection  and  nomination  of the  Trustees  who are not  interested
persons of the Fund is committed to the  discretion of such  disinterested
Trustees.  In  establishing  the Plans,  the Trustees  considered  various
factors  including  the  amount  of the  distribution  fee.  The  Trustees
determined  that  there is a  reasonable  likelihood  that the Plans  will
benefit the Portfolios and its shareholders.
         The  Plans  may  be  terminated  by  vote  of a  majority  of the
non-interested   Trustees  who  have  no  direct  or  indirect   financial
interest  in the  Plans,  or by  vote  of a  majority  of the  outstanding
shares  of the  Fund.  Any  change  in the  Plans  that  would  materially
increase  the  distribution  cost to the  Fund  requires  approval  of the
shareholders  of the affected class;  otherwise,  the Plans may be amended
by the Trustees,  including a majority of the  non-interested  Trustees as
described above.
         The Plans will  continue  in effect  indefinitely,  if not sooner
terminated  in  accordance  with its  terms.  Thereafter,  the Plans  will
continue in effect for  successive  one year  periods  provided  that such
continuance  is  annually  approved  by (i) the vote of a majority  of the
Trustees  who are not  parties to the Plans or  interested  persons of any
such party and who have no direct or  indirect  financial  interest in the
Plans, and (ii) the vote of a majority of the entire Board of Trustees.
         Apart from the Plans,  the  Advisor,  at its  expense,  may incur
costs and pay expenses  associated with the  distribution of shares of the
Portfolios.  The Portfolios paid no expenses  pursuant to the Plans during
fiscal 1992, 1993, and 1994.
    

==========================================================================
                          PORTFOLIO TRANSACTIONS
==========================================================================

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

<PAGE>


   
         For the fiscal years ended  December 31,  1993,  1994,  and 1995,
the  portfolio  turnover  rates of the  Limited-Term  Portfolio  were 14%,
27%,  and  33%,   respectively.   Broker-dealers   who  execute  portfolio
transactions  on  behalf  of the Fund are  selected  on the basis of their
professional  capability and the value and quality of their services.  The
Advisor  reserves  the right to place  orders for the  purchase or sale of
portfolio  securities  with  broker-dealers  who have  sold  shares of the
Fund  or who  provide  the  Fund  with  statistical,  research,  or  other
information  and  services.  Although  any  statistical  research or other
information and services provided by  broker-dealers  may be useful to the
Advisor,  the dollar value of such  information  and services is generally
indeterminable,  and  its  availability  or  receipt  does  not  serve  to
materially  reduce the Advisor's  normal research  activities or expenses.
No  brokerage  commissions  have  been  paid to any  officer,  trustee  or
Advisory  Council  member  of the  Fund  or any of  their  affiliates,  or
broker-dealers for the years ended December 31, 1993, 1994, and 1995.    

         The  Advisor  may also  execute  portfolio  transactions  with or
through  broker-dealers  who have sold shares of the Fund.  However,  such
sales   will  not  be  a   qualifying   or   disqualifying   factor  in  a
broker-dealer's  selection nor will the selection of any  broker-dealer be
based on the volume of Fund shares sold.  The Advisor may  compensate,  at
its expense,  such  broker-dealers  in consideration of their  promotional
and administrative services.


==========================================================================
                           GENERAL INFORMATION
==========================================================================

         The Fund  was  organized  as a  Massachusetts  business  trust on
October 20,  1980.  The other  series of the Fund  include  the  Long-Term
Portfolio,  Money  Management Plus Tax-Free  Portfolio,  California  Money
Market  Portfolio,  New Jersey  Money  Market  Portfolio,  and the Vermont
Municipal  Portfolio.  The Fund's Declaration of Trust contains an express
disclaimer of  shareholder  liability for acts or obligations of the Fund.
The shareholders of a Massachusetts  business trust might, however,  under
certain  circumstances,  be held  personally  liable as  partners  for its
obligations.  The  Declaration of Trust provides for  indemnification  and
reimbursement  of  expenses  out of Fund assets for any  shareholder  held
personally  liable for  obligations of the Fund. The  Declaration of Trust
provides  that the Fund  shall,  upon  request,  assume the defense of any
claim made against any  shareholder  for any act or obligation of the Fund
and  satisfy  any  judgment  thereon.  The  Declaration  of Trust  further
provides that the Fund may maintain  appropriate  insurance  (for example,
fidelity  bonding and errors and omissions  insurance)  for the protection
of the Fund, its shareholders,  Trustees, officers,  employees, and agents
to  cover  possible  tort  and  other  liabilities.  Thus,  the  risk of a
shareholder  incurring financial loss on account of shareholder  liability
is limited to  circumstances  in which both  inadequate  insurance  exists
and the Fund itself is unable to meet its obligations.

   
         Each  share of each  series  represents  an  equal  proportionate
interest  in that  series  with each other  share and is  entitled to such
dividends  and  distributions  out of the income  belonging to such series
as declared by the Board.  The  Portfolios  offer two separate  classes of
shares.  The  Money  Market  Portfolio  offers  Class  O  (offered  in the
Calvert  Tax-Free   Reserves  Money  Market   Prospectus)  and  Class  MMP
(offered in the Calvert  Tax-Free  Reserves Money Market  Prospectus Class
MMP).  The two  classes  represent  interests  in the  same  portfolio  of
investments   and  are  identical  in  all  respects,   except:   (a)  the
Distribution  Plan expenses are payable only by the Class MMP shares;  (b)
the classes  may have  different  transfer  agency  fees;  (c) postage and
delivery,  printing and stationery expenses will be separately  allocated;
(d) the  classes  will have  different  dividend  rates due  solely to the
effects of (a)  through  (c) above;  and (e) only the Class MMP shares may
vote  on  matters  which  pertain  to the  Distribution  Plan.  Class  MMP
Shares are offered  primarily  to clients of  broker-dealers.  Class A and
Class C is offered by the  Limited-Term  Portfolio.  Each class represents
interests in the same portfolio of investments  but, as further  described
in the  prospectus,  each class is subject to differing  sales charges and
expenses,  which  differences  will result in  differing  net asset values
and  distributions.  Upon any  liquidation of the Funds,  shareholders  of
each class are  entitled to share pro rata in the net assets  belonging to
that series available for distribution.
    

         General   costs,   expenses,   and   liabilities   of  the   Fund
attributable  to a  particular  Portfolio  are  borne  by that  Portfolio;
costs,   expenses,  and  liabilities  not  attributable  to  a  particular
Portfolio  are  allocated  between the Fund's  Portfolios  on the basis of
the respective net assets of each Portfolio.
         The   Portfolios   will   send   their   shareholders   unaudited
semi-annual  and audited annual reports that will include the  Portfolios'
net asset  value per share,  portfolio  securities,  income and  expenses,
and other financial information.
         This  Statement of  Additional  Information  does not contain all
the information in the Fund's  registration  statement.  The  registration
statement is on file with the  Securities  and Exchange  Commission and is
available to the public.

==========================================================================
                           FINANCIAL STATEMENTS
==========================================================================

   
         The  audited  financial  statements  in  the  Portfolios'  Annual
Report  to   Shareholders   dated   December  31,  1995,   are   expressly
incorporated   by  reference  and  made  a  part  of  this   Statement  of
Additional  Information.  A copy of the Annual Report may be obtained free
of charge by writing or calling the Portfolios.
    
<PAGE>

==========================================================================
                                 APPENDIX
==========================================================================

Municipal Obligations
         Municipal  obligations  are debt  obligations  issued by  states,
cities,  municipalities,  and their  agencies to obtain  funds for various
public  purposes.  Such purposes  include the construction of a wide range
of public  facilities,  the  refunding  of  outstanding  obligations,  the
obtaining  of funds for  general  operating  expenses,  and the lending of
funds to other public  institutions and facilities.  In addition,  certain
types of  industrial  development  bonds  are  issued  by or on  behalf of
public  authorities  to obtain  funds for many  types of local,  privately
operated  facilities.  Such  debt  instruments  are  considered  municipal
obligations  if the interest  paid on them is exempt from  federal  income
tax in the opinion of bond  counsel to the issuer.  Although  the interest
paid  on  the  proceeds   from  private   activity   bonds  used  for  the
construction,  equipment,  repair or  improvement  of  privately  operated
industrial  or  commercial  facilities  may be exempt from federal  income
tax,  current federal tax law places  substantial  limitations on the size
of such issues.
         Municipal   obligations   are  generally   classified  as  either
"general  obligation" or "revenue''  bonds.  General  obligation bonds are
secured by the issuer's  pledge of its faith,  credit and taxing power for
the payment of  principal  and  interest.  Revenue  bonds are payable from
the revenues  derived from a  particular  facility or class of  facilities
or, in some  cases,  from the  proceeds  of a special  excise tax or other
specific   revenue  source,   but  not  from  the  general  taxing  power.
Tax-exempt  industrial  development  bonds are in most cases revenue bonds
and do not  generally  carry  the  pledge  of the  credit  of the  issuing
municipality.  There  are,  of  course,  variations  in  the  security  of
municipal obligations,  both within a particular  classification and among
classifications.
         Municipal  obligations  are  generally  traded  on the basis of a
quoted  yield to  maturity,  and the price of the  security is adjusted so
that  relative  to the stated  rate of  interest it will return the quoted
rate to the purchaser.
         Short-term and  limited-term  municipal  obligations  include Tax
Anticipation Notes,  Revenue  Anticipation Notes, Bond Anticipation Notes,
Construction  Loan Notes,  and Discount  Notes.  The  maturities  of these
instruments  at the time of  issue  generally  will  range  between  three
months and one year.  Pre-Refunded  Bonds with longer  nominal  maturities
that are due to be retired  with the  proceeds of an  escrowed  subsequent
issue  at a  date  within  one  year  and  three  years  of  the  time  of
acquisition  are also  considered  short-term and  limited-term  municipal
obligations.

Municipal Bond and Note Ratings
Description  of Moody's  Investors  Service,  Inc.'s  ratings of state and
municipal notes:
         Moody's   ratings  for  state  and  municipal   notes  and  other
short-term  obligations are designated  Moody's  Investment Grade ("MIG").
This distinction is in recognition of the differences  between  short-term
credit risk and long-term risk.
         MIG 1: Notes  bearing this  designation  are of the best quality,
enjoying  strong  protection  from  established  cash  flows of funds  for
their servicing or from  established and broad-based  access to the market
for refinancing, or both.
         MIG2:  Notes bearing this  designation are of high quality,  with
margins of  protection  ample  although  not so large as in the  preceding
group.
         MIG3:  Notes bearing this  designation are of favorable  quality,
with all  security  elements  accounted  for but  lacking  the  undeniable
strength  of the  preceding  grades.  Market  access for  refinancing,  in
particular, is likely to be less well established.
         MIG4:  Notes bearing this  designation  are of adequate  quality,
carrying  specific  risk  but  having  protection   commonly  regarded  as
required of an investment  security and not  distinctly  or  predominantly
speculative.

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.

<PAGE>

                                LETTER OF INTENT

                                                                          
Date

Calvert Distributors, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814

Ladies and Gentlemen:

         By signing this Letter of Intent, or affirmatively marking the
Letter of Intent option on my Fund Account Application Form, I agree to
be bound by the terms and conditions applicable to Letters of Intent
appearing in the Prospectus and the Statement of Additional Information
for the Fund and the provisions described below as they may be amended
from time to time by the Fund. Such amendments will apply automatically
to existing Letters of Intent.

         I intend to invest in the shares of:     (Fund or Portfolio
name*) during the thirteen (13) month period from the date of my first
purchase pursuant to this Letter (which cannot be more than ninety (90)
days prior to the date of this Letter or my Fund Account Application
Form, whichever is applicable), an aggregate amount (excluding any
reinvestments of distributions) of at least fifty thousand dollars
($50,000) which, together with my current holdings of the Fund (at
public offering price on date of this Letter or my Fund Account
Application Form, whichever is applicable), will equal or exceed the
amount checked below:

         __ $50,000 __ $100,000 __ $250,000 __ $500,000 __ $1,000,000

*"Fund" in this Letter of Intent shall refer to the Fund or Portfolio,
as the case may be, here indicated.


         Subject to the conditions specified below, including the terms
of escrow, to which I hereby agree, each purchase occurring after the
date of this Letter will be made at the public offering price applicable
to a single transaction of the dollar amount specified above, as
described in the Fund's prospectus. No portion of the sales charge
imposed on purchases made prior to the date of this Letter will be
refunded.

         I am making no commitment to purchase shares, but if my
purchases within thirteen months from the date of my first purchase do
not aggregate the minimum amount specified above, I will pay the
increased amount of sales charges prescribed in the terms of escrow
described below. I understand that 4.75% of the minimum dollar amount
specified above will be held in escrow in the form of shares (computed
to the nearest full share). These shares will be held subject to the
terms of escrow described below.

         From the initial purchase (or subsequent purchases if
necessary), 4.75% of the dollar amount specified in this Letter shall be
held in escrow in shares of the Fund by the Fund's transfer agent. For
example, if the minimum amount specified under the Letter is $50,000,
the escrow shall be shares valued in the amount of $2,375 (computed at
the public offering price adjusted for a $50,000 purchase). All
dividends and any capital gains distribution on the escrowed shares will
be credited to my account.

         If the total minimum investment specified under the Letter is
completed within a thirteen month period, escrowed shares will be
promptly released to me. However, shares disposed of prior to completion
of the purchase requirement under the Letter will be deducted from the
amount required to complete the investment commitment.

         Upon expiration of this Letter, the total purchases pursuant to
the Letter are less than the amount specified in the Letter as the
intended aggregate purchases, Calvert Distributors, Inc. ( "CDI") will
bill me for an amount equal to the difference between the lower load I
paid and the dollar amount of sales charges which I would have paid if
the total amount purchased had been made at a single time. If not paid
by the investor within 20 days, CDI will debit the difference from my
account. Full shares, if any, remaining in escrow after the
aforementioned adjustment will be released and, upon request, remitted
to me.

         I irrevocably constitute and appoint CDI as my
attorney-in-fact, with full power of substitution, to surrender for
redemption any or all escrowed shares on the books of the Fund. This
power of attorney is coupled with an interest.

         The commission allowed by Calvert Distributors, Inc. to the
broker-dealer named herein shall be at the rate applicable to the
minimum amount of my specified intended purchases.

<PAGE>

         The Letter may be revised upward by me at any time during the
thirteen-month period, and such a revision will be treated as a new
Letter, except that the thirteen-month period during which the purchase
must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.

         In determining the total amount of purchases made hereunder,
shares disposed of prior to termination of this Letter will be deducted.
My broker-dealer shall refer to this Letter of Intent in placing any
future purchase orders for me while this Letter is in effect.


                                         
Dealer                               Name of Investor(s)


By                                               
Authorized Signer                    Address

                           
Date                                 Signature of Investor(s)


                                          
Date                                 Signature of Investor(s)

<PAGE>


                        Calvert Tax-Free Reserves
                           Long-Term Portfolio


   
                   Statement of Additional Information
                              April 30, 1996


INVESTMENT ADVISOR                                             TRANSFER AGENT
Calvert Asset Management Company, Inc.     Calvert Shareholder Services, Inc.
4550 Montgomery Avenue                                 4550 Montgomery Avenue
Suite 1000N                                                       Suite 1000N
Bethesda, Maryland 20814                             Bethesda, Maryland 20814

INDEPENDENT ACCOUNTANTS                                 PRINCIPAL UNDERWRITER
Coopers & Lybrand, L.L.P.                          Calvert Distributors, Inc.
217 Redwood Street                                     4550 Montgomery Avenue
Baltimore, Maryland 21202-3316                                    Suite 1000N
                                                     Bethesda, Maryland 20814
    



                                TABLE OF CONTENTS


                        Investment Objective                     1
                        Investment Policies                      1
                        Investment Restrictions                  5
                        Purchases and Redemptions of Shares      6
                        Reduced Sales Charges (Class A)          6
                        Dividends and Distributions              7
                        Tax Matters                              8
                        Calculation of
                        Yield and Total Return                   8
                        Advertising                              9
                        Trustees and Officers                    9
                        Investment Advisor                      11
                        Administrative Services                 12
                        Independent Accountants and Custodians  12
                        Method of Distribution                  12
                        Portfolio Transactions                  13
                        General Information                     13
                        Financial Statements                    13
                        Appendix                                14





STATEMENT OF ADDITIONAL INFORMATION-April 30, 1996

                        CALVERT TAX-FREE RESERVES
                           LONG-TERM PORTFOLIO
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================


New Account   (800) 368-2748    Shareholder   (800) 368-2745
Information:  (301) 951-4820    Services:     (301) 951-4810
- --------------------------------------------------------------------------
Broker        (800) 368-2746    TDD for the Hearing-
Services:     (301) 951-4850    Impaired:     (800) 541-1524
==========================================================================

   
         This  Statement of  Additional  Information  is not a prospectus.
Investors   should  read  the  Statement  of  Additional   Information  in
conjunction  with the Portfolio's  Prospectus  dated April 30, 1996, which
may be  obtained  free of charge by  writing  the  Portfolio  at the above
address or calling the Portfolio at the telephone numbers listed above.
    

==========================================================================
                           INVESTMENT OBJECTIVE
==========================================================================

         The Long-Term  Tax-Free  Portfolio (the  "Portfolio") is a series
of Calvert  Tax-Free  Reserves (the "Fund").  The Portfolio is designed to
provide  individual  and  institutional  investors  in higher tax brackets
with the highest  level of interest  income  exempt  from  federal  income
taxes as is consistent with prudent  investment  management,  preservation
of  capital,   and  the  quality  and  maturity   characteristics  of  the
Portfolio.  There is, of course,  no assurance  that the Portfolio will be
successful  in  meeting  its  investment   objective   because  there  are
inherent risks in the ownership of any investment.
         Dividends  paid  by the  Portfolio  will  fluctuate  with  income
earned on investments and will vary by class of shares.  In addition,  the
value of each class of the  Portfolio's  shares will  fluctuate to reflect
changes  in  the  market  value  of  the  Portfolio's   investments.   The
Portfolio will attempt,  through careful  management and  diversification,
to reduce  these  risks and enhance the  opportunities  for higher  income
and greater price stability.

==========================================================================
                           INVESTMENT POLICIES
==========================================================================

         The Portfolio  invests  primarily in a  diversified  portfolio of
municipal  obligations  whose  interest is exempt from federal income tax.
A complete  explanation  of municipal  obligations  and municipal bond and
note ratings is set forth in the Appendix.
         The  credit  rating  of the  Portfolio's  assets  as of its  most
recent  fiscal  year-end  appears  in the Annual  Report to  Shareholders,
incorporated by reference herein.

Variable Rate Demand Notes
         The Board of Trustees  has approved  investments  in floating and
variable  rate demand notes upon the following  conditions:  the Portfolio
has right of demand,  upon notice not to exceed  thirty days,  against the
issuer to receive  payment;  the issuer will be able to make  payment upon
such  demand,  either  from its own  resources  or through an  unqualified
commitment  from a third  party;  and  the  rate of  interest  payable  is
calculated   to  ensure   that  the  market   value  of  such  notes  will
approximate par value on the adjustment  dates. The remaining  maturity of
such demand  notes is deemed the period  remaining  until such time as the
Portfolio  has  the  right  to  dispose  of the  notes  at a  price  which
approximates par and market value.

Municipal Leases
         The  Portfolio  may invest in  municipal  leases,  or  structured
instruments  where  the  underlying  security  is  a  municipal  lease.  A
municipal   lease  is  an  obligation  of  a  government  or  governmental
authority,  not  subject  to  voter  approval,  used  to  finance  capital
projects or equipment  acquisitions  and payable  through  periodic rental
payments.  The Portfolio may purchase unrated leases.  The Fund's Advisor,
under the supervision of the Board of  Trustees/Directors,  is responsible
for  determining  the credit  quality of such leases on an ongoing  basis,
including  an  assessment  of the  likelihood  that the lease  will not be
canceled.   Certain  municipal  leases  may  be  considered  illiquid  and
subject to the  Portfolio's  limit on  illiquid  securities.  The Board of
Trustees/Directors  has  directed  the Advisor to treat a municipal  lease
as a liquid  security if it satisfies the following  conditions:  (A) such
treatment   must   be   consistent   with   the   Portfolio's   investment
restrictions;  (B)  the  Advisor  should  be  able to  conclude  that  the
obligation  will maintain its liquidity  throughout the time it is held by
the Portfolio,  based on the following factors:  (1) whether the lease may
be terminated by the lessee;  (2) the potential  recovery,  if any, from a
sale  of the  leased  property  upon  termination  of the  lease;  (3) the
lessee's  general  credit  strength  (e.g.,   its  debt,   administrative,
economic  and   financial   characteristics   and   prospects);   (4)  the
likelihood  that the lessee  will  discontinue  appropriating  funding for
the leased  property  because the property is no longer  deemed  essential
to   its   operations    (e.g.,   the   potential   for   an   "event   of
nonappropriation"),  and (5) any  credit  enhancement  or  legal  recourse
provided upon an event of  nonappropriation  or other  termination  of the
lease;  (C) the Advisor  should  determine  whether the  obligation can be
disposed  of within  seven  days in the  ordinary  course of  business  at
approximately  the  amount  at  which  the  Portfolio  has  valued  it for
purposes of  calculating  the  Portfolio's  net asset  value,  taking into
account the  following  factors:  (1) the  frequency of trades and quotes;
(2) the  volatility  of  quotations  and trade  prices;  (3) the number of
dealers  willing  to  purchase  or sell the  security  and the  number  of
potential  purchasers;  (4)  dealer  undertakings  to make a market in the
security;   (5)  the  nature  of  the  security  and  the  nature  of  the
marketplace  trades  (e.g.,  the time  needed to dispose of the  security,
the method of soliciting offers,  and the mechanics of the transfer);  (6)
the rating of the security and the  financial  condition  and prospects of
the issuer;  and (7) other factors relevant to the Portfolio's  ability to
dispose  of the  security;  and (D) the  Advisor  should  have  reasonable
expectations  that  the  municipal  lease  obligation  will  maintain  its
liquidity throughout the time the instrument is held by the Portfolio.
<PAGE>

Obligations with Puts Attached
         The  Portfolio  has  authority to purchase  securities at a price
which  would  result in a yield to  maturity  lower  than  that  generally
offered by the seller at the time of  purchase  when it can acquire at the
same  time the  right  to sell the  securities  back to the  seller  at an
agreed  upon  price at any time  during a stated  period  or on a  certain
date.  Such a right is  generally  denoted as a "put." The  Portfolio  may
not acquire  obligations  subject to puts if immediately  thereafter  with
respect  to  75% of the  total  amortized  cost  value  of its  short-term
assets,  the Portfolio  would have more than 5% of such assets invested in
securities  underlying puts from the same institution.  The Portfolio may,
however,  invest  up  to  10%  of  its  short-term  assets  in  securities
underlying  unconditional  puts from the same  institution.  Unconditional
puts are  readily  exercisable  in the event of a default  in  payment  of
principal or interest on the underlying securities.

Temporary Investments
         Short-term   money   market   type   investments    consist   of:
obligations of the U.S.  Government,  its agencies and  instrumentalities;
certificates  of deposit of banks with  assets of one  billion  dollars or
more;  commercial  paper or other  corporate  notes  of  investment  grade
quality;   and  any  of  such  items  subject  to  short-term   repurchase
agreements.
         The  Portfolio   intends  to  minimize   taxable  income  through
investment,   when  possible,  in  short-term  tax-exempt  securities.  To
minimize  taxable  income,  the  Portfolio may also hold cash which is not
earning  income.  It is a fundamental  policy of the Portfolio that during
normal market  conditions  the  Portfolio's  assets be invested so that at
least 80% of the Portfolio's  annual income will be tax-exempt.  While the
Portfolio has the authority to invest in short-term  taxable  obligations,
the  Portfolio has not done so since its inception  and,  barring  unusual
market  conditions,  does not  expect in the  future to invest in  taxable
obligations.

When-Issued Purchases
         Securities  purchased on a when-issued  basis and the  securities
held in the  Portfolio  are subject to changes in market  value based upon
the  public's  perception  of  the  creditworthiness  of  the  issuer  and
changes in the level of interest  rates  (which will  generally  result in
both  changing  in  value  in  the  same  way,  i.e.,  both   experiencing
appreciation  when interest rates decline and  depreciation  when interest
rates rise).  Therefore,  if in order to achieve higher  interest  income,
the Portfolio remains  substantially  fully invested at the same time that
it has  purchased  securities  on a  when-issued  basis,  there  will be a
greater  possibility  that the market value of the Portfolio's  assets may
vary.  No new  when-issued  commitments  will be made by the  Portfolio if
more than 50% of the Portfolio's net assets would become so committed.
         When  the  time  comes  to pay for  when-issued  securities,  the
Portfolio will meet its  obligations  from then available cash flow,  sale
of  securities  or,  although it would not normally  expect to do so, from
sale of the  when-issued  securities  themselves  (which may have a market
value greater or less than the Portfolio's  payment  obligation).  Sale of
securities to meet such  obligations  carries with it a greater  potential
for the  realization  of capital  losses and  capital  gains which are not
exempt from federal income tax.

Transactions in Futures Contracts
         The  Portfolio  may  engage in the  purchase  and sale of futures
contracts on an index of municipal bonds or on U.S.  Treasury  securities,
or options on such  futures  contracts,  for hedging  purposes  only.  The
Portfolio  may sell such futures  contracts in  anticipation  of a decline
in the cost of  municipal  bonds it holds  or may  purchase  such  futures
contracts in  anticipation  of an increase in the value of municipal bonds
the  Portfolio  intends to acquire.  The  Portfolio  also is authorized to
purchase and sell other financial  futures  contracts which in the opinion
of the Investment  Advisor  provide an  appropriate  hedge for some or all
of the Portfolio's securities.
         Because of low initial  margin  deposits made upon the opening of
a futures position,  futures  transactions  involve substantial  leverage.
As a  result,  relatively  small  movements  in the  price of the  futures
contract can result in  substantial  unrealized  gains or losses.  Because
the  Portfolio  will engage in the purchase and sale of financial  futures
contracts  solely for hedging  purposes,  however,  any losses incurred in
connection  therewith  should,  if the hedging strategy is successful,  be
offset in whole or in part by  increases in the value of  securities  held
by the  Portfolio or decreases in the price of  securities  the  Portfolio
intends to acquire.

<PAGE>

         Municipal  bond  index  futures  contracts  commenced  trading in
June 1985,  and it is  possible  that  trading in such  futures  contracts
will be less liquid than that in other futures  contracts.  The trading of
futures  contracts  and  options  thereon is  subject  to  certain  market
risks,  such as trading  halts,  suspensions,  exchange or clearing  house
equipment  failures,  government  intervention  or  other  disruptions  of
normal  trading  activity,  which  could at  times  make it  difficult  or
impossible to liquidate existing positions.
         The liquidity of a secondary  market in futures  contracts may be
further   adversely   affected  by  "daily   price   fluctuation   limits"
established  by contract  markets,  which limit the amount of  fluctuation
in the  price of a futures  contract  or  option  thereon  during a single
trading  day.  Once the daily limit has been reached in the  contract,  no
trades may be entered  into at a price beyond the limit,  thus  preventing
the  liquidation of open positions.  Prices of existing  contracts have in
the past moved the daily limit on a number of  consecutive  trading  days.
The  Portfolio  will  enter  into  a  futures  position  only  if,  in the
judgment  of the  Investment  Advisor,  there  appears  to be an  actively
traded secondary market for such futures contracts.
         The  successful  use of  transactions  in futures  contracts  and
options  thereon  depends  on the  ability  of the  Investment  Advisor to
correctly  forecast the direction  and extent of price  movements of these
instruments,  as well as price  movements  of the  securities  held by the
Portfolio  within a given time frame.  To the extent these  prices  remain
stable  during the period in which a futures  or option  contract  is held
by the  Portfolio,  or move in a direction  opposite to that  anticipated,
the Portfolio may realize a loss on the hedging  transaction  which is not
fully or partially  offset by an increase in the value of the  Portfolio's
securities.  As a result,  the  Portfolio's  total  return for such period
may be less than if it had not engaged in the hedging transaction.

Description of Financial Futures Contracts
         Futures  Contracts.  A futures contract obligates the seller of a
contract to deliver and the  purchaser  of a contract to take  delivery of
the type of  financial  instrument  called for in the contract or, in some
instances,  to make a cash  settlement,  at a specified  future time for a
specified  price.  Although  the  terms  of a  contract  call  for  actual
delivery or acceptance of securities,  or for a cash  settlement,  in most
cases the  contracts  are closed out before the delivery  date without the
delivery or acceptance  taking place.  The Portfolio  intends to close out
its futures contracts prior to the delivery date of such contracts.
         The Portfolio  may sell futures  contracts in  anticipation  of a
decline  in the value of its  investments  in  municipal  bonds.  The loss
associated  with  any such  decline  could be  reduced  without  employing
futures  as  a  hedge  by   selling   long-term   securities   and  either
reinvesting  the  proceeds in  securities  with shorter  maturities  or by
holding  assets  in  cash.  This  strategy,   however,  entails  increased
transaction  costs  in  the  form  of  brokerage  commissions  and  dealer
spreads and will  typically  reduce the  Portfolio's  average  yields as a
result of the shortening of maturities.
         The  purchase  or sale of a  futures  contract  differs  from the
purchase  or sale of a  security,  in that no price or  premium is paid or
received.  Instead,  an amount  of cash or  securities  acceptable  to the
Portfolio's   futures  commission   merchant  and  the  relevant  contract
market,  which  varies but is  generally  about 5% or less of the contract
amount,  must be  deposited  with  the  broker.  This  amount  is known as
"initial  margin,"  and  represents a "good  faith"  deposit  assuring the
performance  of both  the  purchaser  and the  seller  under  the  futures
contract.   Subsequent   payments  to  and  from  the  broker,   known  as
"variation  margin,"  are  required  to be made on a  daily  basis  as the
price  of the  futures  contract  fluctuates,  making  the  long or  short
positions in the futures  contract more or less valuable,  a process known
as "marking to the market."  Prior to the  settlement  date of the futures
contract,  the position  may be closed out by taking an opposite  position
which will operate to terminate  the position in the futures  contract.  A
final  determination of variation margin is then made,  additional cash is
required  to be paid  to or  released  by the  broker,  and the  purchaser
realizes  a loss  or  gain.  In  addition,  a  commission  is paid on each
completed purchase and sale transaction.
         The sale of financial futures  contracts  provides an alternative
means of  hedging  the  Portfolio  against  declines  in the  value of its
investments in municipal  bonds. As such values decline,  the value of the
Portfolio's  position  in the  futures  contracts  will tend to  increase,
thus  offsetting all or a portion of the  depreciation in the market value
of the  Portfolio's  fixed  income  investments  which are  being  hedged.
While the Portfolio will incur  commission  expenses in  establishing  and
closing out futures  positions,  commissions on futures  transactions  may
be  significantly  lower than  transaction  costs incurred in the purchase
and sale of fixed  income  securities.  In  addition,  the  ability of the
Portfolio  to  trade  in  the  standardized  contracts  available  in  the
futures  market  may  offer  a  more  effective  hedging  strategy  than a
program to reduce the average  maturing of  portfolio  securities,  due to
the  unique  and  varied  credit  and  technical  characteristics  of  the
municipal debt instruments  available to the Portfolio.  Employing futures
as a hedge may also  permit  the  Portfolio  to  assume a hedging  posture
without  reducing  the  yield  on  its  investments,  beyond  any  amounts
required to engage in futures trading.
         The  Portfolio  may  engage in the  purchase  and sale of futures
contracts on an index of municipal  securities.  These instruments provide
for the purchase or sale of a  hypothetical  portfolio of municipal  bonds
at a fixed price in a stated  delivery  month.  Unlike most other  futures
contracts,  however,  a municipal  bond index  futures  contract  does not
require  actual  delivery of securities  but results in a cash  settlement
based  upon the  difference  in value of the  index  between  the time the
contract was entered into and the time it is liquidated.

<PAGE>

         The  municipal  bond  index  underlying  the  futures   contracts
traded  by  the  Portfolio  is  The  Bond  Buyer   Municipal  Bond  Index,
developed by The Bond Buyer and the Chicago  Board of Trade  ("CBT"),  the
contract  market on which the futures  contracts are traded.  As currently
structured,  the  index  is  comprised  of 40  tax-exempt  term  municipal
revenue  and general  obligation  bonds.  Each bond  included in the index
must be rated  either A- or higher by  Standard & Poor's or A or higher by
Moody's Investors  Service and must have a remaining  maturity of 19 years
or  more.   Twice  a  month  new   issues   satisfying   the   eligibility
requirements  are added to,  and an equal  number  of old  issues  will be
deleted  from,  the  index.  The  value  of the  index is  computed  daily
according  to a formula  based  upon the price of each bond in the  index,
as evaluated by four dealer-to-dealers brokers.
         The  Portfolio  may also  purchase and sell futures  contracts on
U.S.  Treasury  bills,  notes  and  bonds  for the same  types of  hedging
purposes.  Such futures  contracts  provide for delivery of the underlying
security at a specified  future time for a fixed  price,  and the value of
the futures  contract  therefore  generally  fluctuates  with movements in
interest rates.
         The municipal bond index futures  contract,  futures contracts on
U.S.  Treasury  securities  and  options  on such  futures  contracts  are
traded  on the CBT,  which,  like  other  contract  markets,  assures  the
performance  of the parties to each  futures  contract  through a clearing
corporation,   a   nonprofit   organization   managed   by  the   exchange
membership,  which is also  responsible  for handling daily  accounting of
deposits or withdrawals of margin.
         The  Portfolio  may also  purchase  financial  futures  contracts
when it is not fully  invested in municipal  bonds in  anticipation  of an
increase in the cost of securities the Portfolio  intends to purchase.  As
such securities are purchased,  an equivalent  amount of futures contracts
will be closed out. In a substantial  majority of these transactions,  the
Portfolio will purchase  municipal  bonds upon  termination of the futures
contracts.   Due  to  changing   market   conditions   and  interest  rate
forecasts,  however,  a  futures  position  may be  terminated  without  a
corresponding  purchase of  securities.  Nevertheless,  all  purchases  of
futures   contracts   by  the   Portfolio   will  be  subject  to  certain
restrictions, described below.
         Options on  Futures  Contracts.  An option on a futures  contract
provides the purchaser with the right,  but not the  obligation,  to enter
into  a long  position  in  the  underlying  futures  contract  (that  is,
purchase  the  futures  contract),  in the case of a "call"  option,  or a
short  position  (sell  the  futures  contract),  in the  case  of a "put"
option,  for a fixed price up to a stated  expiration  date. The option is
purchased  for  a  non-refundable   fee,  known  as  the  "premium."  Upon
exercise of the option,  the contract  market  clearing house assigns each
party  to the  option  an  opposite  position  in the  underlying  futures
contract.  In the event of  exercise,  therefore,  the parties are subject
to all of the risks of futures  trading,  such as  payment of initial  and
variation margin.  In addition,  the seller, or "writer," of the option is
subject  to  margin  requirements  on  the  option  position.  Options  on
futures  contracts  are  traded  on  the  same  contract  markets  as  the
underlying futures contracts.
         The Portfolio may purchase  options on futures  contracts for the
same  types  of  hedging  purposes  described  above  in  connection  with
futures   contracts.   For  example,   in  order  to  protect  against  an
anticipated  decline in the value of  securities  it holds,  the Portfolio
could  purchase put options on futures  contracts,  instead of selling the
underlying  futures  contracts.  Conversely,  in order to protect  against
the adverse  effects of  anticipated  increases in the costs of securities
to be  acquired,  the  Portfolio  could  purchase  call options on futures
contracts,  instead of purchasing the underlying  futures  contracts.  The
Portfolio  generally will sell options on futures  contracts only to close
out an existing position.
         The   Portfolio   will  not  engage  in   transactions   in  such
instruments  unless  and  until the  Investment  Advisor  determines  that
market  conditions  and the  circumstances  of the Portfolio  warrant such
trading.  To the extent the Portfolio  engages in the purchase and sale of
futures  contracts  or  options  thereon,  it  will  do so only at a level
which  is  reflective  of the  Investment  Advisor's  view of the  hedging
needs  of  the  Portfolio,   the  liquidity  of  the  market  for  futures
contracts and the anticipated  correlation  between movements in the value
of the  futures or option  contract  and the value of  securities  held by
the Portfolio.
         Restrictions  on the Use of  Futures  Contracts  and  Options  on
Futures  Contracts.  Under  regulations of the Commodity  Futures  Trading
Commission  ("CFTC"),  the futures  trading  activities  described  herein
will not result in the  Portfolio  being deemed to be a "commodity  pool,"
as  defined  under  such   regulations,   provided  that  certain  trading
restrictions  are  adhered to. In  particular,  CFTC  regulations  require
that all  futures  and  option  positions  entered  into by the  Portfolio
qualify  as  bona  fide  hedge   transactions,   as  defined   under  CFTC
regulations,  or,  in the case of long  positions,  that the value of such
positions  not  exceed  an  amount  of  segregated   funds  determined  by
reference  to certain  cash and  securities  positions  maintained  by the
Portfolio  and  accrued  profits  on  such  positions.  In  addition,  the
Portfolio may not purchase or sell any such  instruments  if,  immediately
thereafter,  the sum of the  amount  of  initial  margin  deposits  on the
Portfolio's  existing  futures  positions  would  exceed 5% of the  market
value of its net assets.
         When  the  Portfolio  purchases  a  futures  contract,   it  will
maintain an amount of cash,  cash  equivalents  (for  example,  commercial
paper and daily tender  adjustable  notes) or short-term  high-grade fixed
income   securities   in  a  segregated   account  with  the   Portfolio's
custodian,  so that the  amount so  segregated  plus the amount of initial
and  variation  margin held in the account of its broker equals the market
value  of the  futures  contract,  thereby  ensuring  that the use of such
futures is unleveraged.
         Risk  Factors  in   Transactions   in  Futures   Contracts.   The
particular  municipal bonds  comprising the index underlying the municipal
bond  index  futures  contract  may  vary  from  the  bonds  held  by  the
Portfolio.  In addition,  the securities  underlying  futures contracts on
U.S.  Treasury  securities  will not be the same as securities held by the
Portfolio.  As a result, the Portfolio's  ability effectively to hedge all
or a  portion  of the  value of its  municipal  bonds  through  the use of
futures  contracts  will  depend  in part on the  degree  to  which  price
movements  in the  index  underlying  the  municipal  bond  index  futures
contract,  or  the  U.S.  Treasury  securities  underlying  other  futures
contracts  trade,  correlate with price  movements of the municipal  bonds
held by the Portfolio.

<PAGE>

         For example,  where prices of  securities in the Portfolio do not
move in the same  direction  or to the same  extent  as the  values of the
securities  or index  underlying a futures  contract,  the trading of such
futures  contracts may not effectively  hedge the Portfolio's  investments
and may result in trading  losses.  The  correlation  may be  affected  by
disparities  in  the  average  maturity,  ratings,   geographical  mix  or
structure of the Portfolio's  investments as compared to those  comprising
the index, and general  economic or political  factors.  In addition,  the
correlation  between  movements  in the  value of the index  underlying  a
futures  contract may be subject to change over time,  as additions to and
deletions  from the index  alter  its  structure.  In the case of  futures
contracts  on  U.S.   Treasury   securities  and  options   thereon,   the
anticipated  correlation  of price  movements  between  the U.S.  Treasury
securities  underlying  the futures or options and municipal  bonds may be
adversely   affected  by  economic,   political,   legislative   or  other
developments  that have a disparate  impact on the respective  markets for
such securities.  In the event that the Investment  Advisor  determines to
enter into  transactions  in financial  futures  contracts  other than the
municipal  bond  index  futures  contract  or  futures  on  U.S.  Treasury
securities,  the risk of imperfect  correlation  between  movements in the
prices of such futures  contracts  and the prices of municipal  bonds held
by the Portfolio may be greater.
         The  trading of futures  contracts  on an index also  entails the
risk of  imperfect  correlation  between  movements  in the  price  of the
futures  contract and the value of the underlying  index.  The anticipated
spread  between  the prices may be  distorted  due to  differences  in the
nature of the  markets,  such as margin  requirements,  liquidity  and the
participation  of  speculators  in  the  futures  markets.   The  risk  of
imperfect  correlation,  however,  generally  diminishes  as the  delivery
month specified in the futures contract approaches.
         Prior  to   exercise  or   expiration,   a  position  in  futures
contracts or options  thereon may be  terminated  only by entering  into a
closing  purchase or sale  transaction.  This requires a secondary  market
on the relevant  contract market.  The Portfolio will enter into a futures
or option position only if there appears to be a liquid  secondary  market
therefor,   although  there  can  be  no  assurance  that  such  a  liquid
secondary  market will exist for any  particular  contract at any specific
time.  Thus,  it may not be possible  to close out a position  once it has
been  established.  Under  such  circumstances,  the  Portfolio  could  be
required to make  continuing  daily cash  payments of variation  margin in
the  event  of  adverse  price  movements.   In  such  situation,  if  the
Portfolio  has  insufficient  cash,  it may be required to sell  portfolio
securities to meet daily variation  margin  requirements at a time when it
may be  disadvantageous  to do  so.  In  addition,  the  Portfolio  may be
required  to perform  under the terms of the  futures or option  contracts
it holds.  The  inability to close out futures or options  positions  also
could have an adverse  impact on the  Portfolio's  ability  effectively to
hedge its portfolio.
         When the  Portfolio  purchases  an option on a futures  contract,
its  risk  is  limited  to  the  amount  of  the  premium,   plus  related
transaction  costs,  although this entire amount may be lost. In addition,
in order to profit from the  purchase of an option on a futures  contract,
the  Portfolio  may be required to exercise the option and  liquidate  the
underlying  futures  contract,  subject  to the  availability  of a liquid
secondary  market.  The  trading  of options  on  futures  contracts  also
entails  the risk  that  changes  in the value of the  underlying  futures
contract  will  not be  fully  reflected  in  the  value  of  the  option,
although the risk of  imperfect  correlation  generally  tends to diminish
as the maturity  date of the futures  contract or  expiration  date of the
option approaches.
         "Trading  Limits"  or  "Position  Limits"  may also be imposed on
the  maximum  number of  contracts  which any  person  may hold at a given
time. A contract  market may order the  liquidation of positions  found to
be in  violation  of these  limits and it may impose  other  sanctions  or
restrictions.  The  Investment  Advisor  does  not  believe  that  trading
limits  will have any  adverse  impact on the  strategies  for hedging the
Portfolio's investments.
         Further,  the  trading  of  futures  contracts  is subject to the
risk  of the  insolvency  of a  brokerage  firm or  clearing  corporation,
which  could  make  it  difficult  or  impossible  to  liquidate  existing
positions or to recover excess variation margin payments.
         In addition to the risks of imperfect  correlation  and lack of a
liquid  secondary  market for such  instruments,  transactions  in futures
contracts  involve  risks  related to  leveraging  and the  potential  for
incorrect   forecasts  of  the  direction  and  extent  of  interest  rate
movements within a given time frame.

==========================================================================
                         INVESTMENT RESTRICTIONS
==========================================================================

         The   foregoing   investment   objective  and  policies  and  the
following  investment  restrictions  and  fundamental  policies may not be
changed  without the  consent of the holders of a majority of  outstanding
shares of the  Portfolio.  A majority  of the  shares  means the lesser of
(i) 67% of the shares  represented  at a meeting at which more than 50% of
the  outstanding  shares  are  represented  or (ii)  more  than 50% of the
outstanding shares. The Portfolio may not:
         (1)      Purchase  common  stocks,   preferred   stocks,
         warrants or other equity securities;
         (2)      Issue  senior  securities,   borrow  money,  or
         pledge,  mortgage,  or hypothecate its assets, except as
         may be  necessary  to secure  borrowings  from banks for
         temporary or  emergency  (not  leveraging)  purposes and
         then in an amount not  greater  than 10% of the value of
         the  Portfolio's   total  assets  at  the  time  of  the
         borrowing.  Investment  securities will not be purchased
         while any borrowings are outstanding;
         (3)      Sell securities short,  purchase  securities on
         margin,  or  write  put  or  call  options,   except  as
         permitted in  connection  with  transactions  in futures
         contracts  and options  thereon.  See  "Transactions  in
         Futures  Contracts." The Portfolio reserves the right to
         purchase    securities    with   puts   attached.    See
         "Obligations with Puts Attached";
         (4)      Underwrite  the  securities  of other  issuers,
         except to the  extent  that the  purchase  of  municipal
         obligations   in   accordance   with   the   Portfolio's
         investment objective and policies,  either directly from
         the issuer,  or from an underwriter  for an issuer,  may
         be deemed an underwriting;

<PAGE>

         (5)      Purchase  securities which are subject to legal
         or contractual  restrictions on resale, i.e., restricted
         securities,  or other  securities  which are not readily
         marketable assets,  including repurchase  agreements not
         terminable  within  seven days,  with respect to no more
         than 10% of its total assets;
         (6)      Purchase  or  sell  real  estate,  real  estate
         investment  trust  securities,  commodities or commodity
         contracts, or oil and gas interests,  but this shall not
         prevent  the  Portfolio   from  investing  in  municipal
         obligations secured by real estate or interests therein;
         (7)      Purchase or retain  securities  of an issuer if
         those  Trustees of Calvert  Tax-Free  Reserves,  each of
         whom  owns  more  than  1/2  of  1% of  the  outstanding
         securities of such issuer,  together own more than 5% of
         such outstanding securities;
         (8 )     Make  loans to  others,  except  in  accordance
         with the Portfolio's  investment  objective and policies
         or pursuant to contracts  providing for the compensation
         of service providers by compensating balances;
         (9)      Invest  in   companies   for  the   purpose  of
         exercising  control;  or invest in  securities  of other
         investment companies,  except as they may be acquired as
         part  of  a  merger,  consolidation  or  acquisition  of
         assets,  or in  connection  with a  trustee's/director's
         deferred  compensation  plan,  as  long as  there  is no
         duplication of advisory fees;
         (10)     Invest  more  than  25%  of its  assets  in the
         securities  of any  one  issuer  or of  issuers  located
         within the same  state,  except that the  Portfolio  may
         invest  more  than  25% of  its  assets  in  obligations
         issued  or  guaranteed  by  the  U.S.  Government,   its
         agencies  or  instrumentalities.  For  purposes  of this
         limitation,   the   entity   which   has  the   ultimate
         responsibility   for  the  payment  of   principal   and
         interest  on a  particular  security  will be treated as
         its issuer;
         (11)     Invest  more  than  25%  of its  assets  in any
         particular  industry  or  industries,  except  that  the
         Portfolio  may  invest  more  than 25% of its  assets in
         obligations   issued   or   guaranteed   by   the   U.S.
         Government,    its   agencies   or    instrumentalities.
         Industrial  development  bonds,  where  the  payment  of
         principal   and  interest  is  the   responsibility   of
         companies   within  the  same   industry,   are  grouped
         together as an "industry";
         (12)     Invest  more  than 5% of the value of its total
         assets in securities  where the payment of principal and
         interest   is  the   responsibility   of  a  company  or
         companies with less than three years' operating history.

==========================================================================
                   PURCHASES AND REDEMPTIONS OF SHARES
==========================================================================

         Share  certificates  will  not  be  issued  unless  requested  in
writing  by the  investor.  No charge  will be made for share  certificate
requests. No certificates will be issued for fractional shares.
         Amounts  redeemed  by  check  redemption  may  be  mailed  to the
investor  without charge.  Amounts of more than $50 and less than $300,000
may be transferred  electronically  at no charge to the investor.  Amounts
of $1,000 or more will be  transmitted  by wire,  without  charge,  to the
investor's  account at a domestic  commercial bank that is a member of the
Federal  Reserve  System  or to a  correspondent  bank.  A charge of $5 is
imposed on wire transfers of less than $1,000.  If the investor's  bank is
not a Federal  Reserve  System member,  failure of immediate  notification
to  that  bank by the  correspondent  bank  could  result  in a  delay  in
crediting the funds to the investor's bank account.
         Telephone   redemption   requests   which   would   require   the
redemption  of shares  purchased  by check or  electronic  funds  transfer
within  the  previous  10  business  days  may not be  honored.  The  Fund
reserves the right to modify the telephone redemption privilege.
         To change  redemption  instructions  already given,  shareholders
must send a written  notice to Calvert Group,  c/o NFDS,  6th Floor,  1004
Baltimore,  Kansas City, MO, 64105,  with a voided copy of a check for the
bank  wiring  instructions  to  be  added.  If a  voided  check  does  not
accompany  the request,  then the request must be signature  guaranteed by
a commercial bank,  savings and loan  association,  trust company,  member
firm of any  national  securities  exchange,  or  certain  credit  unions.
Further  documentation  may be required  from  corporations,  fiduciaries,
and institutional investors.
         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  SEC,  or  if  the   Commission  has  ordered  such  a
suspension for the  protection of  shareholders.  Redemption  proceeds are
normally  mailed or wired the next business day after a proper  redemption
request has been  received,  unless  redemptions  have been  suspended  or
postponed as described above.

   
         Redemption  proceeds  are  normally  paid in cash.  However,  the
Portfolio  has the right to redeem  shares in assets  other  than cash for
redemption  amounts  exceeding,  in any 90-day  period,  $250,000 or 1% of
the net asset value of the Portfolio, whichever is less.



==========================================================================
                     REDUCED SALES CHARGES (CLASS A)
==========================================================================
    

         The  Portfolio  imposes  reduced sales charges for Class A shares
in certain  situations in which the Principal  Underwriter and the dealers
selling  Portfolio shares may expect to realize  significant  economies of
scale with respect to such sales.  Generally,  sales costs do not increase
in  proportion  to the dollar  amount of the shares sold;  the  per-dollar
transaction  cost for a sale to an investor of shares worth,  say,  $5,000
is  generally  much higher than the  per-dollar  cost for a sale of shares
worth  $1,000,000.  Thus,  the  applicable  sales  charge  declines  as  a
percentage  of the  dollar  amount of  shares  sold as the  dollar  amount
increases.

<PAGE>

         When a  shareholder  agrees to make  purchases  of shares  over a
period of time totaling a certain  dollar  amount  pursuant to a Letter of
Intent,  the  Underwriter  and  selling  dealers can expect to realize the
economies  of  scale  applicable  to that  stated  goal  amount.  Thus the
Portfolio  imposes  the  sales  charge  applicable  to  the  goal  amount.
Similarly,  the  Underwriter  and selling  dealers  also  experience  cost
savings when dealing with  existing Fund  shareholders,  enabling the Fund
to  afford  existing   shareholders   the  Right  of   Accumulation.   The
Underwriter  and selling  dealers can also expect to realize  economies of
scale when making sales to the members of certain  qualified  groups which
agree to facilitate  distribution  of Portfolio  shares to their  members.
See "Exhibit A - Reduced Sales Charges" in the Prospectus.

==========================================================================
                       DIVIDENDS AND DISTRIBUTIONS
==========================================================================

         The  Portfolio  declares  and pays  monthly  dividends of its net
income to  shareholders  of record  as of the  close of  business  on each
designated  monthly  record date. Net  investment  income  consists of the
interest  income  earned on  investments  (adjusted  for  amortization  of
original issue discounts or premiums or market  premiums),  less estimated
expenses. Dividends and distributions paid may differ among the classes.
         Dividends  are  automatically  reinvested  at net asset  value in
additional  shares.  Capital gains,  if any, are normally paid once a year
and will be  automatically  reinvested  at net asset  value in  additional
shares,  unless  you  choose  otherwise.  You  may  elect  to  have  their
dividends  and  distributions  paid  out  monthly  in  cash.  You may also
request  to have  your  dividends  and  distributions  from the  Portfolio
invested  in shares of any other  Calvert  Group  Fund,  to be invested in
that  Fund or  Portfolio  without  a sales  charge.  If you  elect to have
dividends and/or  distributions  paid in cash, and the U.S. Postal Service
cannot deliver the check,  or if it remains  uncashed for six months,  it,
as well as future  dividends  and  distributions,  will be  reinvested  in
additional shares.

==========================================================================
                               TAX MATTERS
==========================================================================

   
         In 1995 the  Portfolio  did  qualify  and in 1996  the  Portfolio
intends to qualify as a "regulated  investment  company" under  Subchapter
M  of  the  Internal  Revenue  Code,  as  amended  (the  "Code").   By  so
qualifying,  the Portfolio  will not be subject to federal income tax, nor
to the  federal  excise  tax  imposed  by the Tax  Reform Act of 1986 (the
"Act"),  to the extent that it distributes  its net investment  income and
realized capital gains.
    

         The  Portfolio's  dividends of net investment  income  constitute
exempt-interest   dividends  on  which   shareholders  are  not  generally
subject  to  federal  income  tax;  however,   under  the  Act,  dividends
attributable  to  interest  on  certain  private  activity  bonds  must be
included in federal  alternative  minimum  taxable  income for the purpose
of determining  liability (if any) for individuals  and for  corporations.
The   Portfolio's    dividends   derived   from   taxable   interest   and
distributions  of net  short-term  capital  gains whether taken in cash or
reinvested in additional  shares,  are taxable to shareholders as ordinary
income  and do not  qualify  for  the  dividends  received  deduction  for
corporations.
         A  shareholder  may also be subject  to state and local  taxes on
dividends  and  distributions  from  the  Portfolio.  The  Portfolio  will
notify  shareholders  annually  about the federal tax status of  dividends
and  distributions  paid by the  Portfolio  and the  amount  of  dividends
withheld, if any, during the previous year.
         The Code  provides  that  interest  on  indebtedness  incurred or
continued in order to purchase or carry  shares of a regulated  investment
company which  distributes  exempt-interest  dividends  during the year is
not  deductible.  Furthermore,  entities or persons  who are  "substantial
users"  (or  persons  related  to   "substantial   users")  of  facilities
financed by private  activity  bonds  should  consult  their tax  advisers
before  purchasing  shares  of  the  Portfolio.   "Substantial   user"  is
generally  defined as including a "non-exempt  person" who regularly  uses
in trade or business a part of a facility  financed  from the  proceeds of
private activity bonds.
         Investors  should  note that the Code may  require  investors  to
exclude  the  initial  sales  charge,  if  any,  paid on the  purchase  of
Portfolio  shares  from the tax basis of those  shares if the  shares  are
exchanged  for shares of  another  Calvert  Group  Fund  within 90 days of
purchase.  This  requirement  applies  only to the extent that the payment
of the  original  sales  charge on the  shares of the  Portfolio  causes a
reduction  in the sales  charge  otherwise  payable  on the  shares of the
Calvert  Group Fund  acquired in the  exchange,  and  investors  may treat
sales charges  excluded from the basis of the original  shares as incurred
to acquire the new shares.
         The  Portfolio  is  required  to  withhold  31% of any  long-term
capital gain dividends and 31% of each  redemption  transaction  occurring
in the  Portfolio  if: (a) the  shareholder's  social  security  number or
other  taxpayer  identification  number  ("TIN")  is not  provided,  or an
obviously  incorrect  TIN  is  provided;  (b)  the  shareholder  does  not
certify  under   penalties  of  perjury  that  the  TIN  provided  is  the
shareholder's  correct  TIN and that the  shareholder  is not  subject  to
backup  withholding  under  section  3406(a)(1)(C)  of the Code because of
underreporting  (however,  failure  to  provide  certification  as to  the
application   of  section   3406(a)(1)(C)   will  result  only  in  backup
withholding on capital gain  dividends,  not on  redemptions);  or (c) the
Fund is notified by the  Internal  Revenue  Service  that the TIN provided
by the shareholder is incorrect or that there has been  underreporting  of
interest or  dividends  by the  shareholder.  Affected  shareholders  will
receive statements at least annually specifying the amount withheld.

<PAGE>

         In addition  the  Portfolio is required to report to the Internal
Revenue  Service the  following  information  with  respect to  redemption
transactions  in the  Portfolio:  (a)  the  shareholder's  name,  address,
account number and taxpayer  identification  number;  (b) the total dollar
value  of the  redemptions;  and (c)  the  Portfolio's  identifying  CUSIP
number.
         Certain  shareholders  are,  however,   exempt  from  the  backup
withholding  and  broker  reporting   requirements.   Exempt  shareholders
include: corporations;  financial institutions;  tax-exempt organizations;
individual   retirement   plans;  the  U.S.,  a  State,  the  District  of
Columbia,  a U.S.  possession,  a  foreign  government,  an  international
organization,  or any political subdivision,  agency or instrumentality of
any of the foregoing U.S.  registered  commodities or securities  dealers;
real estate  investment  trusts;  registered  investment  companies;  bank
common trust funds;  certain  charitable trusts; and foreign central banks
of issue.  Non-resident  aliens also are  generally  not subject to either
requirement  but,  along with  certain  foreign  partnerships  and foreign
corporations,  may instead be subject to  withholding  under  section 1441
of the Code.  Shareholders  claiming exemption from backup withholding and
broker   reporting   should  call  or  write  the  Portfolio  for  further
information.

==========================================================================
                           VALUATION OF SHARES
==========================================================================

         The  Portfolio's   assets  are  normally  valued   utilizing  the
average  bid  dealer  market  quotation  as  furnished  by an  independent
pricing service.  Securities and other assets for which market  quotations
are not  readily  available  are valued  based on the  current  market for
similar  securities  or  assets,  as  determined  in  good  faith  by  the
Portfolio's  Advisor under the  supervision of the Board of Trustees.  The
Portfolio  determines  the net asset  value of its shares  every  business
day at 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  Portfolio  does 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, Good Friday,
Memorial  Day,   Independence   Day,  Labor  Day,   Thanksgiving  Day  and
Christmas Day.
         Valuations,   market   quotations  and  market   equivalents  are
provided the Portfolio by Kenny S&P Evaluation  Services,  a subsidiary of
McGraw-Hill.  The use of Kenny as a pricing  service by the  Portfolio has
been approved by the Board of Trustees.  Valuations  provided by Kenny are
determined  without  exclusive  reliance  on quoted  prices  and take into
consideration  appropriate  factors  such as  institution-size  trading in
similar  groups of  securities,  yield,  quality,  coupon rate,  maturity,
type of issue, trading characteristics, and other market data.

   
Net Asset Value and Offering Price Per Share
         Class A net asset value per share
         ($57,358,592/3,313,537 shares)                       $17.31
         Maximum sales charge
         (3.75% of Class A offering price)                      0.67
         Offering price per Class A share                     $17.98

         Class C net asset value and offering price per share
         ($1,678,174/97,939 shares)                          $17.13
    

==========================================================================
                  CALCULATION OF YIELD AND TOTAL RETURN
==========================================================================

   
         From time to time, the Portfolio  advertises its "total  return."
Total  return is  calculated  separately  for each class.  Total return is
historical in nature and is not intended to indicate  future  performance.
Total  return  will  be  quoted  for  the  most  recent  one-year  period,
five-year  period  and  the  period  from  inception  of  the  Portfolio's
offering of shares.  Total return  quotations for periods in excess of one
year  represent  the average  annual total return for the period  included
in  the  particular  quotation.  Total  return  is a  computation  of  the
Portfolio's  dividend yield plus or minus  realized or unrealized  capital
appreciation  or  depreciation,  less fees and expenses.  All total return
quotations  reflect the deduction of the Portfolio's  maximum sales charge
for Class A shares,  except  quotations of "return  without maximum load,"
which do not deduct the sales charge,  and "actual  return," which reflect
deduction of the sales  charge only for those  periods when a sales charge
was actually  imposed.  Thus,  in the formula  below,  for return  without
maximum load, P = the entire $1,000  hypothetical  initial  investment and
does not reflect the deduction of any sales charge;  for actual return,  P
= a  hypothetical  initial  investment  of $1,000  less any  sales  charge
actually   imposed  at  the   beginning   of  the  period  for  which  the
performance  is being  calculated.  Note:  "Total Return" as quoted in the
Financial  Highlights  section of the Fund's  Prospectus and Annual Report
to  Shareholders,   however,  per  SEC  instructions,   does  not  reflect
deduction  of  the  sales  charge,  and  corresponds  to  "return  without
maximum load" as referred to herein.  Return  without  maximum load should
be considered  only by investors,  such as participants in certain pension
plans,  to whom the  sales  charge  does not  apply,  or for  purposes  of
comparison  only with  comparable  figures which also do not reflect sales
charges,  such as Lipper averages.  Total return is computed  according to
the following formula:
    

                              P(1 +T)n = ERV
<PAGE>

where P = a  hypothetical  initial  payment of $1,000;  T = average annual
total return;  n = number of years and ERV = the ending  redeemable  value
of a  hypothetical  $1,000  payment made at the  beginning of the 1, 5, or
10 year  periods  at the end of  such  periods  (or  portions  thereof  if
applicable).

   
         Returns for the periods indicated are as follows:

                  Class A Shares        Class A Shares        Class C
Shares
                  With Max. Load        W/O Max. Load

One Year          11.68%                16.05%                14.51%
Five Years        7.84%                 8.67%                 N/A
Ten Years         7.74%                 8.16%                 N/A
From Inception    N/A                   N/A                   6.14%
(March 1, 1994)

         The Portfolio  also  advertises,  from time to time,  its "yield"
and "tax equivalent  yield." As with total return,  both yield figures are
historical and are not intended to indicate  future  performance.  "Yield"
quotations    for   each   class   refer   to   the   aggregate    imputed
yield-to-maturity  of each of the  Portfolio's  investments  based  on the
market  value  as of the  last  day of a  given  thirty-day  or  one-month
period,  less  expenses  (net of  reimbursement),  divided by the  average
daily number of outstanding  shares  entitled to receive  dividends  times
the  maximum  offering  price on the last day of the  period  (so that the
effect of the sales  charge is  included in the  calculation),  compounded
on a "bond  equivalent," or semi-annual,  basis. The Portfolio's  yield is
computed according to the following formula:
    

                           Yield = 2[(+1)6 - 1]

where a = dividends and interest  earned  during the period;  b = expenses
accrued  for the period  (net of  reimbursement);  c = the  average  daily
number of shares  outstanding  during the  period  that were  entitled  to
receive  dividends;  and d = the maximum  offering  price per share on the
last day of the period.

   
         The tax  equivalent  yield  is the  yield  an  investor  would be
required  to obtain  from  taxable  investments  to equal the  Portfolio's
yield,  all or a  portion  of which  may be  exempt  from  federal  income
taxes.  The tax  equivalent  yield is  computed  per class by  taking  the
portion of the class'  yield exempt from  regular  federal  income tax and
multiplying  the exempt yield by a factor  based upon a stated  income tax
rate,  then  adding  the  portion  of the yield  that is not  exempt  from
regular  federal  income tax. The factor  which is used to  calculate  the
tax equivalent  yield is the  reciprocal of the  difference  between 1 and
the   applicable   income   tax  rate,   which   will  be  stated  in  the
advertisement.  For the  thirty-day  period ended  December 31, 1995,  the
Portfolio  yield  for  Class  A  shares  was  4.85%  and its  federal  tax
equivalent  yield was 7.57% for an investor in the 36% federal  income tax
bracket,  and  8.06%  for an  investor  in the 39.6%  federal  income  tax
bracket.  For the same period,  the yield for Class C shares was 3.87% and
its  federal  tax  equivalent  yield was 6.04% for an  investor in the 36%
federal  income  tax  bracket,  and  6.43%  for an  investor  in the 39.6%
federal income tax bracket.
    

==========================================================================
                               ADVERTISING
==========================================================================

         The Fund or its affiliates may provide  information  such as, but
not limited to, the economy,  investment climate,  investment  principles,
sociological  conditions  and political  ambiance.  Discussion may include
hypothetical  scenarios or lists of relevant  factors  designed to aid the
investor  in  determining   whether  the  Fund  is  compatible   with  the
investor's  goals.  The Fund may list portfolio  holdings or give examples
or  securities  that  may  have  been  considered  for  inclusion  in  the
Portfolio, whether held or not.

         The Fund or its  affiliates  may supply  comparative  performance
data and rankings from  independent  sources such as Donoghue's Money Fund
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services,
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street
Journal,  and  Schabacker  Investment   Management,   Inc.  Such  averages
generally  do not reflect any front- or back-end  sales  charges  that may
be  charged  by Funds  in that  grouping.  The  Fund may also  cite to any
source,  whether  in  print or  on-line,  such as  Bloomberg,  in order to
acknowledge  origin of  information.  The Fund may  compare  itself or its
portfolio  holdings  to  other  investments,  whether  or  not  issued  or
regulated  by the  securities  industry,  including,  but not  limited to,
certificates  of deposit and Treasury  notes.  The Fund, its Advisor,  and
its  affiliates  reserve the right to update  performance  rankings as new
rankings become available.

<PAGE>


==========================================================================
                          TRUSTEES AND OFFICERS
==========================================================================

   
         RICHARD  L.  BAIRD,  JR.,  Trustee.  Mr.  Baird  is  Director  of
Finance for the Family Health Council,  Inc. in Pittsburgh,  Pennsylvania,
a  non-profit   corporation  which  provides  family  planning   services,
nutrition,  maternal/child  health  care,  and  various  health  screening
services.  Mr.  Baird  is a  trustee/director  of each  of the  investment
companies  in the  Calvert  Group of  Funds,  except  for  Acacia  Capital
Corporation,  Calvert New World Fund and Calvert  World Values Fund.  Age:
47. Address: 211 Overlook Drive, Pittsburgh, Pennsylvania 15216.
         FRANK H. BLATZ,  JR.,  Esq.,  Trustee.  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.
Age: 59.  Address:  308 East Broad  Street,  PO Box 2007,  Westfield,  New
Jersey 07091.
         FREDERICK T. BORTS,  M.D.,  Trustee.  Dr. Borts is a  radiologist
with Kaiser  Permanente.  Prior to that, he was a radiologist at Bethlehem
Medical  Imaging  in  Allentown,  Pennsylvania.  Age:  46.  Address:  2040
Nuuanu Avenue #1805, Honolulu, Hawaii, 96817.
         1 CHARLES E. DIEHL,  Trustee.  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.  Age: 73.  Address:
1658 Quail Hollow Court, McLean, Virginia 22101.
         DOUGLAS E. FELDMAN,  M.D.,  Trustee.  Dr. Feldman  practices head
and neck  reconstructive  surgery in the  Washington,  D.C.,  metropolitan
area. Age: 47. Address: 7536 Pepperell Drive, Bethesda, Maryland 20817.
         PETER W.  GAVIAN,  CFA,  Trustee.  Mr.  Gavian was a principal of
Gavian De Vaux  Associates,  an  investment  banking firm. He continues to
be  President  of with  Corporate  Finance of  Washington,  Inc.  Age: 63.
Address: 3005 Franklin Road North, Arlington, Virginia 22201.
         JOHN G.  GUFFEY,  JR.,  Trustee.  Mr.  Guffey is  chairman of the
Calvert  Social  Investment   Foundation,   organizing   director  of  the
Community Capital Bank in Brooklyn,  New York, and a financial  consultant
to various  organizations.  In addition, he is a Director of the Community
Bankers  Mutual Fund of Denver,  Colorado,  and the Treasurer and Director
of Silby,  Guffey,  and Co., Inc., a venture capital firm. Mr. Guffey is a
trustee/director  of  each  of  the  other  investment  companies  in  the
Calvert  Group  of  Funds,  except  for  Acacia  Capital  Corporation  and
Calvert New World Fund.  Age:  47.  Address:  7205  Pomander  Lane,  Chevy
Chase, Maryland 20815.
         ARTHUR  J.  PUGH,  Trustee.  Mr.  Pugh  serves as a  Director  of
Acacia Federal  Savings Bank.  Age: 58.  Address:  4823  Prestwick  Drive,
Fairfax, Virginia 22030.
         1 DAVID  R.  ROCHAT,  Senior  Vice  President  and  Trustee.  Mr.
Rochat is Executive  Vice President of Calvert Asset  Management  Company,
Inc.,  Director  and  Secretary  of  Grady,  Berwald  and Co.,  Inc.,  and
Director and President of Chelsea Securities,  Inc. Age: 58. Address:  Box
93, Chelsea, Vermont 05038.
         1   D.   WAYNE   SILBY,   Esq.,   Trustee.   Mr.   Silby   is   a
trustee/director  of  each  of the  investment  companies  in the  Calvert
Group of Funds,  except for Acacia  Capital  Corporation  and  Calvert New
World Fund.  Mr. Silby is an officer,  director and  shareholder of Silby,
Guffey &  Company,  Inc.,  which  serves as  general  partner  of  Calvert
Social  Venture  Partners  ("CSVP").   CSVP  is  a  venture  capital  firm
investing in socially  responsible small companies.  He is also a Director
of Acacia  Mutual Life  Insurance  Company.  Age: 47.  Address:  1715 18th
Street, N.W., Washington, D.C. 20009.
         1 CLIFTON S. SORRELL,  JR.,  President and Trustee.  Mr.  Sorrell
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.   He  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. Age: 54.
<PAGE>

         1 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. Age: 46.
         1 RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer  is
Senior Vice  President  and  Controller  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. Age: 43.
         1 WILLIAM  M.  TARTIKOFF,  Esq.,  Vice  President  and  Assistant
Secretary.  Mr.  Tartikoff  is  an  officer  of  each  of  the  investment
companies  in the Calvert  Group of Funds,  and is Senior Vice  President,
Secretary,  and General  Counsel of Calvert  Group,  Ltd., and each of its
subsidiaries.  Mr.  Tartikoff  is also 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.  Age:
48.
         1 EVELYNE S. STEWARD,  Vice President.  Ms. Steward is a director
and Senior  Vice  President  of Calvert  Group,  Ltd.,  and a director  of
Calvert-Sloan  Advisers,  L.L.C. She is the sister of Philip J. Schewetti,
the portfolio manager of the CSIF Equity Portfolio. Age: 43.
         1 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. Age: 45.
         1 SUSAN WALKER BENDER, Esq.,  Assistant Secretary.  Ms. Bender is
Associate  General  Counsel of Calvert Group,  Ltd. 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. Age: 37.
______________
1Officers and trustees deemed to be "interested persons" of the Fund
under the Investment Company Act of 1940, by virtue of their affiliation
with the Fund's Advisor.
    
         Each  of  the  above   directors/trustees   and   officers  is  a
director/trustee  or officer of each of the  investment  companies  in the
Calvert  Group of Funds with the  exception of Calvert  Social  Investment
Fund,  of which only Messrs.  Baird,  Guffey,  Silby and Sorrell are among
the trustees,  Acacia Capital  Corporation,  of which only Messrs.  Blatz,
Diehl,  Pugh and Sorrell are among the  directors,  Calvert  World  Values
Fund,  Inc.,  of which only  Messrs.  Guffey,  Silby and Sorrell are among
the  directors,  and Calvert New World Fund,  Inc.,  of which only Messrs.
Sorrell  and  Martini are among the  directors.  The address of  directors
and officers,  unless  otherwise noted, is 4550 Montgomery  Avenue,  Suite
1000N,  Bethesda,  Maryland 20814.  Trustees and officers of the Fund as a
group own less than 1% of each Fund's outstanding shares.
         The Audit  Committee  of the Board is composed of Messrs.  Baird,
Blatz,  Feldman,  Guffey and Pugh. The Board's Investment Policy Committee
is composed of Messrs. Borts, Diehl, Gavian, Rochat, Silby and Sorrell.

   
         During  fiscal  1995,  trustees of the Fund not  affiliated  with
the Fund's  Advisor were paid $4,495.  Trustees of the Fund not affiliated
with the  Advisor  presently  receive an annual fee of $20,250 for service
as a member of the Board of Trustees of the  Calvert  Group of Funds,  and
a fee of $750 to  $1200  for  each  regular  Board  or  Committee  meeting
attended;  such  fees are  allocated  among  the  respective  Funds on the
basis of net assets.
    

         Trustees of the Fund not  affiliated  with the Fund's Advisor may
elect to defer  receipt  of all or a  percentage  of their fees and invest
them in any fund in the  Calvert  Family  of Funds  through  the  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,  and  will  ensure  that  there is no  duplication  of
advisory fees.

<PAGE>
<TABLE>
<CAPTION>

                        Trustee Compensation Table


   
                      Aggregate       Pension or Retirement Total Compensation
Fiscal Year           Compensation    Benefits Accrued      from
1995 (unaudited       from Registrant as part of            Registrant and Fund
numbers)              for service     Registrant            Complex paid to 
                      as Trustee      Expenses<F1>          Trustees<F2>      
Name of Trustee

<S>                    <C>            <C>                   <C>  

Richard L. Baird, Jr. $25,831         $0                    $33,450
Frank H. Blatz, Jr.   $26,042         $26,042               $36,801
Frederick T. Borts    $20,135         $0                    $25,050
Charles E. Diehl      $25,058         $25,058               $35,101
Douglas E. Feldman    $24,494         $0                    $30,600
Peter W. Gavian       $24,862         $7,458                $31,951
John G. Guffey, Jr.   $24,861         $0                    $40,450
Arthur J. Pugh        $26,792         $0                    $36,801
D. Wayne Silby        $23,878         $0                    $47,965


<FN>
<F1> Messrs. Blatz, Diehl, Gavian, and Pugh have chosen to defer a portion
of their compensation. As of December 31, 1995, total deferred
compensation, including dividends and capital appreciation, was
$415,719, $337,395, $89,054, and $150,841, for each trustee,
respectively.
<F2> As of December 31, 1995. The Fund Complex consists of eight (8)
registered investment companies.
</FN>
    
</TABLE>


==========================================================================
                            INVESTMENT ADVISOR
==========================================================================

         The  Fund's  Investment   Advisor  is  Calvert  Asset  Management
Company,  Inc., 4550 Montgomery Avenue,  Suite 1000N,  Bethesda,  Maryland
20814,  a subsidiary  of Calvert  Group,  Ltd.,  which is a subsidiary  of
Acacia Mutual Life Insurance Company of Washington, D.C.
         The  Advisory  Contract  between  the Fund and the  Advisor  will
remain in effect  indefinitely,  provided continuance is approved at least
annually  by the vote of the  holders  of a  majority  of the  outstanding
shares of the Fund, or by the Trustees of the Fund;  and further  provided
that  such  continuance  is  also  approved  annually  by  the  vote  of a
majority of the  Trustees of the Fund who are not parties to the  Contract
or  interested  persons  of such  parties,  cast in  person  at a  meeting
called for the purpose of voting on such  approval.  The  Contract  may be
terminated  without  penalty  by either  party on 60 days'  prior  written
notice; it automatically terminates in the event of its assignment.
         Under the  Contract,  the  Advisor  manages  the  investment  and
reinvestment  of the Fund's  assets,  subject to the direction and control
of the Fund's Board of Trustees.  For its services,  the Advisor  receives
from the  Portfolio  an annual fee of 0.60% of the first  $500  million of
the Portfolio's  average daily net assets,  0.50% of the next $500 million
of such assets, and 0.40% of all such assets over $1 billion.
         The advisory  fee is payable  monthly.  The Advisor  reserves the
right  (i) to waive  all or a part of its fee and (ii) to  compensate,  at
its expense,  broker-dealers  in  consideration  of their  promotional and
administrative services.
         The  Advisor  provides  the  Fund  with  investment   advice  and
research,  pays  the  salaries  and  fees of all  Trustees  and  executive
officers of the Fund who are  principals of the Advisor,  and pays certain
Fund  advertising  and  promotional  expenses.  The Fund  pays  all  other
administrative  and  operating   expenses,   including:   custodial  fees;
shareholder  servicing;  dividend  disbursing  and  transfer  agency fees;
administrative  service fees;  federal and state  securities  registration
fees;  insurance  premiums;  trade association dues;  interest,  taxes and
other business fees;  legal and audit fees; and brokerage  commissions and
other  costs   associated   with  the   purchase  and  sale  of  portfolio
securities.

   
         The  Advisor  has  agreed  to  reimburse  the  Portfolio  for all
expenses  (exclusive  of  brokerage,  taxes,  interest  and  extraordinary
items) exceeding the most restrictive  expense  limitation of those states
in which the Portfolio's  shares are qualified for sale (currently,  2.50%
of the first $30 million of the  Portfolio's  average net assets,  2.0% of
the next $70  million,  and  1.50% of all such  assets  in  excess of $100
million).  The  advisory  fees  paid by the  Portfolio  to  Calvert  Asset
Management  Company for fiscal years 1993,  1994,  and 1995 were $299,360,
$299,441, and $320,128, respectively.
    

<PAGE>

==========================================================================
                         ADMINISTRATIVE SERVICES
==========================================================================

   
         Calvert  Shareholder  Services,  Inc., a wholly-owned  subsidiary
of Calvert  Group,  Ltd., has been retained by the Fund to act as transfer
agent,  dividend  disbursing agent and shareholder  servicing agent. These
responsibilities   include:   responding  to  shareholder   inquiries  and
instructions   concerning   their   accounts;   crediting   and   debiting
shareholder  accounts for purchases and  redemptions  of Portfolio  shares
and confirming such transactions;  daily updating of shareholder  accounts
to  reflect  declaration  and  payment of  dividends;  and  preparing  and
distributing   quarterly   statements  to  shareholders   regarding  their
accounts.   For  such  services,   Calvert  Shareholder  Services,   Inc.,
receives  compensation  based on the number of  shareholder  accounts  and
the  number of  transactions.  The fees paid by the  Portfolio  to Calvert
Shareholder  Services,  Inc.  for fiscal years 1993,  1994,  and 1995 were
$27,676, $26,917, and $31,611, respectively.
         Calvert   Administrative   Services   Company,   a   wholly-owned
subsidiary  of  Calvert  Group,  Ltd.,  has been  retained  by the Fund to
provide certain  administrative  services  necessary to the conduct of the
Fund's  affairs.  Such services  include the  preparation of corporate and
regulatory  reports  and  filings,  portfolio  accounting,  and the  daily
determination  of net  investment  income  and net asset  value per share.
Calvert  Administrative  Services  Company  receives a fee of $200,000 per
year  for  providing  such  services  to the  Fund,  allocated  among  the
Portfolios  based on assets.  The service  fees paid by the  Portfolio  to
Calvert  Administrative  Services Company for fiscal years 1993, 1994, and
1995 were $3,646, $1,867, and $3,955 respectively.
    

==========================================================================
                  INDEPENDENT ACCOUNTANTS AND CUSTODIANS
==========================================================================

   
          Coopers &  Lybrand,  L.L.P.  has been  selected  by the Board of
Trustees to serve as independent  accountants for fiscal year 1996.  State
Street  Bank & Trust  Company,  N.A.,  225  Franklin  Street,  Boston,  MA
02110,  currently  serves as  custodian  of the  Portfolio's  investments.
First  National  Bank of Maryland,  25 South  Charles  Street,  Baltimore,
Maryland  21203 also  serves as  custodian  of certain of the  Portfolio's
cash assets.  Neither  custodian has any part in deciding the  Portfolio's
investment  policies or the choice of securities  that are to be purchased
or sold for the Portfolio.

==========================================================================
                          METHOD OF DISTRIBUTION
==========================================================================
Put CSC back in for prior to 4/1/95.

         The   Portfolio   has  entered  into  a  principal   underwriting
agreement  with  Calvert  Distributors,  Inc.  ("CDI").  Pursuant  to  the
agreement,  CDI serves as distributor  and principal  underwriter  for the
Portfolio.  CDI bears all its expenses of providing  services  pursuant to
the  agreement,  including  payment of any  commissions  and service fees.
CDI is  entitled  to  receive  a  distribution  service  fee  for  Class C
shares,  payable monthly pursuant to the Portfolio's  Distribution  Plans,
of 0.25% of the  Portfolio's  average daily net assets.  CDI also receives
all  sales   charges   imposed  on   Portfolio   shares  and   compensates
broker-dealer  firms for sales of shares at a maximum  commission  rate of
3.0%,  as  specified  in  the  table  of  applicable  sales  charges  (see
"Alternative  Sales  Options"  in the  Prospectus).  For the fiscal  years
ended  December 31, 1993,  1994,  and 1995,  CDI received no  distribution
service fees under the  Distribution  Plan for Class A shares and received
sales  charges in excess of the dealer  reallowance  of  $37,456,  $1,813,
and $21,661,  respectively.  For the add 1994 back into the  paragraph and
say that  1995  fiscal  year is ending  December  31,  1995,  Distribution
Plan expenses totaled $12,079 for Class C Shares of the Portfolio.    

         The  Portfolio's  Distribution  Plans were  approved by the Board
of Trustees,  including the Trustees who are not  "interested  persons" of
the Fund (as that term is defined in the  Investment  Company Act of 1940)
and who have no direct or indirect  financial  interest  in the  operation
of the Plans or in any  agreements  related  to the Plans.  The  selection
and  nomination  of the  Trustees  who are not  interested  persons of the
Fund is committed to the  discretion of such  disinterested  Trustees.  In
establishing   the  Plans,   the  Trustees   considered   various  factors
including  the amount of the  distribution  fee. The  Trustees  determined
that there is a  reasonable  likelihood  that the Plans will  benefit  the
Portfolio and its shareholders.
         The  Plans  may  be  terminated  by  vote  of a  majority  of the
non-interested   Trustees  who  have  no  direct  or  indirect   financial
interest in the Plans or by vote of a majority of the  outstanding  shares
of the Portfolio.  Any change in the Plans that would materially  increase
the  distribution   cost  to  the  Portfolio   requires  approval  of  the
shareholders  of the affected class;  otherwise,  the Plans may be amended
by the Trustees,  including a majority of the  non-interested  Trustees as
described above.

<PAGE>

         The Plans will  continue  in effect  indefinitely,  if not sooner
terminated  in  accordance  with its  terms.  Thereafter,  the Plans  will
continue in effect for  successive  one year  periods  provided  that such
continuance  is  annually  approved  by (i) the vote of a majority  of the
Trustees  who are not  parties to the Plans or  interested  persons of any
such party and who have no direct or  indirect  financial  interest in the
Plans, and (ii) the vote of a majority of the entire Board of Trustees.
         Apart  from the Plan,  the  Advisor,  at its  expense,  may incur
costs and pay expenses  associated with the  distribution of shares of the
Portfolio.  The  Portfolio  paid no  expenses  pursuant to the Plan during
fiscal 1992, 1993, and 1994.


==========================================================================
                          PORTFOLIO TRANSACTIONS
==========================================================================


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

   
         For the fiscal years ended  December 31,  1993,  1994,  and 1995,
the   portfolio   turnover   was  97%,   98%,   and   58%,   respectively.
Broker-dealers  who execute  portfolio  transactions on behalf of the Fund
are selected on the basis of their  professional  capability and the value
and quality of their  services.  The Advisor  reserves  the right to place
orders  for  the   purchase   or  sale  of   portfolio   securities   with
broker-dealers  who have sold  shares of the Fund or who  provide the Fund
with statistical,  research,  or other information and services.  Although
any statistical  research or other  information  and services  provided by
broker-dealers  may be useful to the  Advisor,  the  dollar  value of such
information   and   services   is   generally   indeterminable,   and  its
availability   or  receipt  does  not  serve  to  materially   reduce  the
Advisor's  normal  research  activities  or  expenses.  During  the fiscal
years ended  December 31, 1993,  1994,  and 1995 no brokerage  commissions
were paid by the  Portfolio to  broker-dealers.  No brokerage  commissions
were  paid  to any  officer  or  trustee  of  the  Fund  or  any of  their
affiliates.
    


==========================================================================
                           GENERAL INFORMATION
==========================================================================

         The  Portfolio is a series of Calvert  Tax-Free  Reserves,  which
was organized as a  Massachusetts  business trust on October 20, 1980. The
other   series  of  the  Fund   include   the  Money   Market   Portfolio,
Limited-Term   Portfolio,   Money  Management  Plus  Tax-Free   Portfolio,
California  Money Market  Portfolio,  New Jersey  Money Market  Portfolio,
and the  Vermont  Municipal  Portfolio.  The Fund's  Declaration  of Trust
contains  an  express  disclaimer  of  shareholder  liability  for acts or
obligations  of the Fund. The  shareholders  of a  Massachusetts  business
trust might,  however,  under certain  circumstances,  be held  personally
liable  as  partners  for  its  obligations.   The  Declaration  of  Trust
provides for  indemnification  and  reimbursement  of expenses out of Fund
assets for any shareholder  held personally  liable for obligations of the
Fund.  The  Declaration  of  Trust  provides  that the  Fund  shall,  upon
request,  assume the  defense of any claim made  against  any  shareholder
for any act or  obligation  of the Fund and satisfy any judgment  thereon.
The  Declaration  of Trust  further  provides  that the Fund may  maintain
appropriate  insurance  (for  example,  fidelity  bonding  and  errors and
omissions  insurance) for the  protection of the Fund,  its  shareholders,
Trustees,  officers,  employees,  and  agents to cover  possible  tort and
other  liabilities.  Thus, the risk of a shareholder  incurring  financial
loss on account of shareholder  liability is limited to  circumstances  in
which both  inadequate  insurance  exists and the Fund itself is unable to
meet its obligations.
         Each  share of each  series  represents  an  equal  proportionate
interest  in that  series  with each other  share and is  entitled to such
dividends  and  distributions  out of the income  belonging to such series
as  declared  by the  Board.  The Funds  offers  two  separate  classes of
shares:  Class A and Class C. Each class represents  interests in the same
portfolio of  investments  but, as further  described  in the  prospectus,
each class is subject to  differing  sales  charges  and  expenses,  which
differences  will result in differing net asset values and  distributions.
Upon  any  liquidation  of the  Funds,  shareholders  of  each  class  are
entitled  to share pro rata in the net  assets  belonging  to that  series
available for distribution.
         General   costs,   expenses,   and   liabilities   of  the   Fund
attributable  to a  particular  Portfolio  are  borne  by that  Portfolio;
costs,   expenses,  and  liabilities  not  attributable  to  a  particular
Portfolio  are  allocated  between the Fund's  Portfolios  on the basis of
the respective net assets of each Portfolio.
         The Portfolio will send its  shareholders  unaudited  semi-annual
and audited  annual  reports that will include the  Portfolio's  net asset
value per  share,  portfolio  securities,  income and  expenses  and other
financial information.
         This  Statement of  Additional  Information  does not contain all
the information in the Fund's  registration  statement.  The  registration
statement is on file with the  Securities  and Exchange  Commission and is
available to the public.

==========================================================================
                           FINANCIAL STATEMENTS
==========================================================================

   
         The  audited  financial  statements  in  the  Portfolio's  Annual
Report  to   Shareholders   dated   December  31,  1995,   are   expressly
incorporated   by  reference  and  made  a  part  of  this   Statement  of
Additional  Information.  A copy of the Annual Report may be obtained free
of charge by writing or calling the Fund.
    


<PAGE>

==========================================================================
                                 APPENDIX
==========================================================================

Municipal Obligations
         Municipal  obligations  are debt  obligations  issued by  states,
cities,  municipalities,  and their  agencies to obtain  funds for various
public  purposes.  Such purposes  include the construction of a wide range
of public  facilities,  the  refunding  of  outstanding  obligations,  the
obtaining  of funds for  general  operating  expenses,  and the lending of
funds to other public  institutions and facilities.  In addition,  certain
types of  private  activity  bonds  are  issued  by or on behalf of public
authorities  to obtain funds for many types of local,  privately  operated
facilities.  Such debt  instruments are considered  municipal  obligations
if the  interest  paid on them is exempt  from  federal  income tax in the
opinion of bond counsel to the issuer.  Although the interest  paid on the
proceeds  from  private   activity   bonds  used  for  the   construction,
equipment,  repair or  improvement  of privately  operated  industrial  or
commercial  facilities  may be exempt from  federal  income  tax,  current
federal  tax  law  places  substantial  limitations  on the  size  of such
issues.
         Municipal   obligations   are  generally   classified  as  either
"general  obligation" or "revenue"  bonds.  General  obligation  bonds are
secured by the issuer's  pledge of its faith,  credit and taxing power for
the payment of  principal  and  interest.  Revenue  bonds are payable from
the revenues  derived from a  particular  facility or class of  facilities
or, in some  cases,  from the  proceeds  of a special  excise tax or other
specific   revenue   source  but  not  from  the  general   taxing  power.
Tax-exempt  private  activity bonds are in most cases revenue bonds and do
not   generally   carry  the   pledge  of  the   credit  of  the   issuing
municipality.  There  are,  of  course,  variations  in  the  security  of
municipal  obligations both within a particular  classification  and among
classifications.
         Municipal  obligations  are  generally  traded  on the basis of a
quoted  yield to  maturity,  and the price of the  security is adjusted so
that  relative  to the stated  rate of  interest it will return the quoted
rate to the purchaser.
         Short-term and  limited-term  municipal  obligations  include Tax
Anticipation  Notes,  Revenue  Anticipation Notes Bond Anticipation Notes,
Construction  Loan Notes,  and Discount  Notes.  The  maturities  of these
instruments  at the time of  issue  generally  will  range  between  three
months and one year.  Pre-Refunded  Bonds with longer  nominal  maturities
that are due to be retired  with the  proceeds of an  escrowed  subsequent
issue  at a  date  within  one  year  and  three  years  of  the  time  of
acquisition  are also  considered  short-term and  limited-term  municipal
obligations.

Municipal Bond and Note Ratings
Description  of Moody's  Investors  Service,  Inc.'s  ratings of state and
municipal notes:
         Moody's   ratings  for  state  and  municipal   notes  and  other
short-term  obligations are designated  Moody's  Investment Grade ("MIG").
This distinction is in recognition of the differences  between  short-term
credit risk and long-term risk.
         MIG 1: Notes  bearing this  designation  are of the best quality,
enjoying  strong  protection  from  established  cash  flows of funds  for
their servicing or from  established and broad-based  access to the market
for refinancing, or both.
         MIG2:  Notes bearing this  designation are of high quality,  with
margins of  protection  ample  although  not so large as in the  preceding
group.
         MIG3:  Notes bearing this  designation are of favorable  quality,
with all  security  elements  accounted  for but  lacking  the  undeniable
strength  of the  preceding  grades.  Market  access for  refinancing,  in
particular, is likely to be less well established.
         MIG4:  Notes bearing this  designation  are of adequate  quality,
carrying  specific  risk  but  having  protection   commonly  regarded  as
required of an investment  security and not  distinctly  or  predominantly
speculative.

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.

<PAGE>

                             LETTER OF INTENT

                                                                          
Date

Calvert Distributors, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814

Ladies and Gentlemen:

         By signing this Letter of Intent, or affirmatively marking the
Letter of Intent option on my Fund Account Application Form, I agree to
be bound by the terms and conditions applicable to Letters of Intent
appearing in the Prospectus and the Statement of Additional Information
for the Fund and the provisions described below as they may be amended
from time to time by the Fund. Such amendments will apply automatically
to existing Letters of Intent.

         I intend to invest in the shares of:     (Fund or Portfolio
name*) during the thirteen (13) month period from the date of my first
purchase pursuant to this Letter (which cannot be more than ninety (90)
days prior to the date of this Letter or my Fund Account Application
Form, whichever is applicable), an aggregate amount (excluding any
reinvestments of distributions) of at least fifty thousand dollars
($50,000) which, together with my current holdings of the Fund (at
public offering price on date of this Letter or my Fund Account
Application Form, whichever is applicable), will equal or exceed the
amount checked below:

         __ $50,000 __ $100,000 __ $250,000 __ $500,000 __ $1,000,000

*"Fund" in this Letter of Intent shall refer to the Fund or Portfolio,
as the case may be, here indicated.


         Subject to the conditions specified below, including the terms
of escrow, to which I hereby agree, each purchase occurring after the
date of this Letter will be made at the public offering price applicable
to a single transaction of the dollar amount specified above, as
described in the Fund's prospectus. No portion of the sales charge
imposed on purchases made prior to the date of this Letter will be
refunded.

         I am making no commitment to purchase shares, but if my
purchases within thirteen months from the date of my first purchase do
not aggregate the minimum amount specified above, I will pay the
increased amount of sales charges prescribed in the terms of escrow
described below. I understand that 4.75% of the minimum dollar amount
specified above will be held in escrow in the form of shares (computed
to the nearest full share). These shares will be held subject to the
terms of escrow described below.

         From the initial purchase (or subsequent purchases if
necessary), 4.75% of the dollar amount specified in this Letter shall be
held in escrow in shares of the Fund by the Fund's transfer agent. For
example, if the minimum amount specified under the Letter is $50,000,
the escrow shall be shares valued in the amount of $2,375 (computed at
the public offering price adjusted for a $50,000 purchase). All
dividends and any capital gains distribution on the escrowed shares will
be credited to my account.

         If the total minimum investment specified under the Letter is
completed within a thirteen month period, escrowed shares will be
promptly released to me. However, shares disposed of prior to completion
of the purchase requirement under the Letter will be deducted from the
amount required to complete the investment commitment.

         Upon expiration of this Letter, the total purchases pursuant to
the Letter are less than the amount specified in the Letter as the
intended aggregate purchases, Calvert Distributors, Inc. ("CDI") will
bill me for an amount equal to the difference between the lower load I
paid and the dollar amount of sales charges which I would have paid if
the total amount purchased had been made at a single time. If not paid
by the investor within 20 days, CDI will debit the difference from my
account. Full shares, if any, remaining in escrow after the
aforementioned adjustment will be released and, upon request, remitted
to me.

         I irrevocably constitute and appoint CDI as my
attorney-in-fact, with full power of substitution, to surrender for
redemption any or all escrowed shares on the books of the Fund. This
power of attorney is coupled with an interest.

         The commission allowed by Calvert Distributors, Inc. to the
broker-dealer named herein shall be at the rate applicable to the
minimum amount of my specified intended purchases.


<PAGE>

         The Letter may be revised upward by me at any time during the
thirteen-month period, and such a revision will be treated as a new
Letter, except that the thirteen-month period during which the purchase
must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.

         In determining the total amount of purchases made hereunder,
shares disposed of prior to termination of this Letter will be deducted.
My broker-dealer shall refer to this Letter of Intent in placing any
future purchase orders for me while this Letter is in effect.


                                         
Dealer                            Name of Investor(s)


By                                          
     Authorized Signer            Address


                                  Signature of Investor(s)


                                        
Date                              Signature of Investor(s)

<PAGE>
                        Calvert Tax-Free Reserves
                    California Money Market Portfolio

   
                   Statement of Additional Information
                              April 30, 1996
    


INVESTMENT ADVISOR                                              TRANSFER AGENT
Calvert Asset Management Company, Inc.      Calvert Shareholder Services, Inc.
4550 Montgomery Avenue                                  4550 Montgomery Avenue
Suite 1000N                                                        Suite 1000N
Bethesda, Maryland 20814                              Bethesda, Maryland 20814

INDEPENDENT ACCOUNTANTS                                  PRINCIPAL UNDERWRITER
Coopers & Lybrand, L.L.P.                           Calvert Distributors, Inc.
217 Redwood Street                                      4550 Montgomery Avenue
Baltimore, Maryland 21202-3316                                     Suite 1000N
                                                      Bethesda, Maryland 20814



                            TABLE OF CONTENTS

   
                           Investment Objective                 1
                           Investment Policies                  1
                           Investment Restrictions              4
                           Purchases             and
                           Redemptions of Shares                5
                           Dividends             and
                           Distributions                        6
                           Tax Matters                          6
                           Valuation of Shares                  7
                           Calculation of Yield                 7
                           Advertising                          8
                           Trustees and Officers                8
                           Investment Advisor                  11
                           Administrative Services             12
                           Independent   Accountants
                           and Custodians                      12
                           Portfolio Transactions              12
                           General Information                 13
                           Financial Statements                13
                           Appendix                            13
    



 Investors must reside in California to purchase shares of the Portfolio.


<PAGE>


   
STATEMENT OF ADDITIONAL INFORMATION - April 30, 1996
    

                        CALVERT TAX-FREE RESERVES
                    CALIFORNIA MONEY MARKET PORTFOLIO
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================

- --------------------------------------------------------------------------
              New Account      (800)   368-2748
Shareholder   (800)            368-2745
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
              Information:     (301)   951-4820
Services:     (301)            951-4810
- --------------------------------------------------------------------------
              Broker           (800)   368-2746                  TDD for
the Hearing-
==========================================================================
              Services:        (301)   951-4850                  Impaired:
(800)         541-1524
==========================================================================

         This  Statement of  Additional  Information  is not a prospectus.
Investors   should  read  the  Statement  of  Additional   Information  in
conjunction with the Portfolio's  Prospectus,  dated April 30, 1996, which
may be  obtained  free of charge by  writing  the  Portfolio  at the above
address or calling the telephone numbers listed above.

==========================================================================
                           INVESTMENT OBJECTIVE
==========================================================================

         The  California  Money Market  Portfolio (the  "Portfolio")  is a
series of Calvert  Tax-Free  Reserves  (the  "Fund"),  designed to provide
individual  and  institutional  investors in higher tax brackets  with the
highest  level of  interest  income  exempt from  federal  and  California
state income taxes as is consistent  with prudent  investment  management,
preservation  of capital,  and the quality  and  maturity  characteristics
prescribed  for the  Portfolio.  The  Portfolio  invests  in high  quality
municipal  obligations  with  maturities of one year or less and maintains
an average  maturity of 90 days or less.  The  Portfolio  further seeks to
maintain  a  constant  net asset  value of $1.00 per  share.  There is, of
course,  no assurance  that the  Portfolio  will be  successful in meeting
its investment  objective or maintaining  the  Portfolio's net asset value
constant  at $1.00  per share  because  there  are  inherent  risks in the
ownership  of  any  investment.  Dividends  paid  by  the  Portfolio  will
fluctuate with income earned on investments.

==========================================================================
                           INVESTMENT POLICIES
==========================================================================

         The  Portfolio  seeks  to earn  the  highest  level  of  interest
income  exempt  from  federal  and  California  state  income  taxes as is
consistent with prudent  investment  management,  preservation of capital,
and the quality and maturity characteristics of the Portfolio.
         The Portfolio  invests  primarily in a  diversified  portfolio of
municipal   obligations   whose   interest  is  exempt  from  federal  and
California   state  income  tax.   Municipal   obligations  in  which  the
Portfolio  invests are short-term,  fixed and variable rate instruments of
minimal  credit  risk and of high  quality.  Short-term  obligations  have
remaining  maturities  of one year or less.  The  Portfolio  maintains  an
average weighted maturity of 90 days or less.
         Under  normal  market  conditions,   the  Portfolio  attempts  to
invest  100%,  and will invest at least 80%,  of its total  assets in debt
obligations  issued by or on behalf  of the  State of  California  and its
political  subdivisions  ("California Municipal  Obligations").  Dividends
paid by the  Portfolio  which are derived from  interest  attributable  to
California   Municipal   Obligations  will  be  exempt  from  federal  and
California  state  income  taxes.   Dividends  derived  from  interest  on
tax-exempt  obligations of other governmental  issuers will be exempt from
federal income tax, but will be subject to California state income taxes.
         The  credit  rating  of the  Portfolio's  assets  as of its  most
recent  fiscal  year-end  appears  in the Annual  Report to  Shareholders,
incorporated by reference herein.

Variable Rate Demand Notes
         The Board of Trustees  has approved  investments  in floating and
variable  rate demand notes upon the following  conditions:  the Portfolio
has right of demand,  upon notice not to exceed  thirty days,  against the
issuer to receive  payment;  the issuer will be able to make  payment upon
such  demand,  either  from its own  resources  or through an  unqualified
commitment  from a third  party;  and  the  rate of  interest  payable  is
calculated   to  ensure   that  the  market   value  of  such  notes  will
approximate par value on the adjustment  dates. The remaining  maturity of
such demand  notes is deemed the period  remaining  until such time as the
Portfolio  has  the  right  to  dispose  of the  notes  at a  price  which
approximates par and market value.

Municipal Leases
The Portfolio may invest in municipal  leases,  or structured  instruments
where the underlying  security is a municipal  lease. A municipal lease is
an obligation of a government or  governmental  authority,  not subject to
voter   approval,   used  to  finance   capital   projects  or   equipment
acquisitions and payable through  periodic rental payments.  The Portfolio
may purchase  unrated leases.  The Fund's  Advisor,  under the supervision
of the Board of  Trustees/Directors,  is responsible  for  determining the
credit  quality  of  such  leases  on  an  ongoing  basis,   including  an
assessment  of the  likelihood  that  the  lease  will  not  be  canceled.
Certain  municipal  leases may be  considered  illiquid and subject to the
Portfolio's    limit    on    illiquid    securities.    The    Board   of
Trustees/Directors  has  directed  the Advisor to treat a municipal  lease
as a liquid  security if it satisfies the following  conditions:  (A) such
treatment   must   be   consistent   with   the   Portfolio's   investment
restrictions;  (B)  the  Advisor  should  be  able to  conclude  that  the
obligation  will maintain its liquidity  throughout the time it is held by
the Portfolio,  based on the following factors:  (1) whether the lease may
be terminated by the lessee;  (2) the potential  recovery,  if any, from a
sale  of the  leased  property  upon  termination  of the  lease;  (3) the
lessee's  general  credit  strength  (e.g.,   its  debt,   administrative,
economic  and   financial   characteristics   and   prospects);   (4)  the
likelihood  that the lessee  will  discontinue  appropriating  funding for
the leased  property  because the property is no longer  deemed  essential
to   its   operations    (e.g.,   the   potential   for   an   "event   of
nonappropriation"),  and (5) any  credit  enhancement  or  legal  recourse
provided upon an event of  nonappropriation  or other  termination  of the
lease;  (C) the Advisor  should  determine  whether the  obligation can be
disposed  of within  seven  days in the  ordinary  course of  business  at
approximately  the  amount  at  which  the  Portfolio  has  valued  it for
purposes of  calculating  the  Portfolio's  net asset  value,  taking into
account the  following  factors:  (1) the  frequency of trades and quotes;
(2) the  volatility  of  quotations  and trade  prices;  (3) the number of
dealers  willing  to  purchase  or sell the  security  and the  number  of
potential  purchasers;  (4)  dealer  undertakings  to make a market in the
security;   (5)  the  nature  of  the  security  and  the  nature  of  the
marketplace  trades  (e.g.,  the time  needed to dispose of the  security,
the method of soliciting offers,  and the mechanics of the transfer);  (6)
the rating of the security and the  financial  condition  and prospects of
the issuer;  and (7) other factors relevant to the Portfolio's  ability to
dispose  of the  security;  and (D) the  Advisor  should  have  reasonable
expectations  that  the  municipal  lease  obligation  will  maintain  its
liquidity throughout the time the instrument is held by the Portfolio.

Obligations with Puts Attached
         The  Portfolio  has  authority to purchase  securities at a price
which  would  result in a yield to  maturity  lower  than  that  generally
offered by the seller at the time of  purchase  when it can acquire at the
same  time the  right  to sell the  securities  back to the  seller  at an
agreed  upon  price at any time  during a stated  period  or on a  certain
date.  Such a right is  generally  denoted as a "put." The  Portfolio  may
not acquire  obligations subject to puts if immediately  thereafter,  with
respect  to 75% of the  total  amortized  cost  value of its  assets,  the
Portfolio  would have more than 5% of its assets  invested  in  securities
underlying  puts from the same  institution.  The Portfolio may,  however,
invest up to 10% of its  assets  in  securities  underlying  unconditional
puts  from  the  same   institution.   Unconditional   puts  are   readily
exercisable  in  the  event  of a  default  in  payment  of  principal  or
interest  on the  underlying  securities.  The  Portfolio  must  limit its
portfolio  investments,  including puts, to instruments of high quality as
determined by a nationally recognized statistical rating organization.

Temporary Investments
         Short-term   money   market   type   investments    consist   of:
obligations of the U.S.  Government,  its agencies and  instrumentalities;
certificates  of deposit of banks with  assets of one  billion  dollars or
more;  commercial  paper or other  corporate  notes  of  investment  grade
quality;   and  any  of  such  items  subject  to  short-term   repurchase
agreements.
         The  Portfolio   intends  to  minimize   taxable  income  through
investment,   when  possible,  in  short-term  tax-exempt  securities.  To
minimize  taxable  income,  the  Portfolio may also hold cash which is not
earning  income.  It is a fundamental  policy of the Portfolio that during
normal market  conditions  the  Portfolio's  assets be invested so that at
least 80% of the Portfolio's  annual income will be tax-exempt.  While the
Portfolio has the authority to invest in short-term  taxable  obligations,
the  Portfolio has not done so since its inception  and,  barring  unusual
market  conditions,  does not  expect in the  future to invest in  taxable
obligations.

When-Issued Purchases
         Securities  purchased on a when-issued  basis and the  securities
held in the  Portfolio  are subject to changes in market  value based upon
the  public's  perception  of  the  creditworthiness  of  the  issuer  and
changes in the level of interest  rates  (which will  generally  result in
both  changing  in value in the same  way-both  experiencing  appreciation
when interest  rates decline and  depreciation  when interest rates rise).
Therefore,  if in order to achieve higher interest  income,  the Portfolio
remains  substantially  fully  invested  at  the  same  time  that  it has
purchased  securities  on a  when-issued  basis,  there  will be a greater
possibility  that the market value of the Portfolio's  assets may vary. No
new  when-issued  commitments  will be made by the  Portfolio if more than
50% of the Portfolio's net assets would become so committed.
         When  the  time  comes  to pay for  when-issued  securities,  the
Portfolio will meet its  obligations  from then available cash flow,  sale
of  securities  or,  although it would not normally  expect to do so, from
sale of the  when-issued  securities  themselves  (which may have a market
value greater or less than the Portfolio's  payment  obligation).  Sale of
securities to meet such  obligations  carries with it a greater  potential
for the  realization  of capital  losses and  capital  gains which are not
exempt from federal income tax.

   
Considerations for Investing in California
         A broad  economic  base and  moderate  but  growing  debt  levels
characterize  the credit quality of the State of  California.  In addition
to  general  obligation  bonds,  the State  builds  and  acquires  capital
facilities  through the use of  lease-purchase  borrowing.  There are also
16 State agencies and  authorities  which issue revenue bonds payable from
State  projects for  transportation,  educational  facilities  and various
public works. On a local level, cities,  counties,  and municipal entities
issue general  obligation and revenue bonds for general  public  purposes.
As part  of its  cash  management  program,  the  State  regularly  issues
short-term  obligations to meet cash flow  requirements  during the fiscal
year.
         The  State  continues  to  grapple  with  a  large  general  fund
accumulated   deficit   resulting  from  years  of  insufficient   revenue
performance  and  increased   expenditures.   Although   continued  fiscal
pressure is  expected,  the State  anticipates  moderate  economic  growth
over  the  next  few   years.   Despite   the   unfortunate   and   unique
circumstances   surrounding   the   Orange   County   bankruptcy   filing,
California's  municipal  obligations generally remain investment grade. An
investment in the Portfolio,  however,  bears the risk of a  concentration
of investment in one geographic area and a single political jurisdiction.
    

==========================================================================
                         INVESTMENT RESTRICTIONS
==========================================================================

         The   foregoing   investment   objective  and  policies  and  the
following  investment  restrictions  and  fundamental  policies may not be
changed  without  the  consent  of  the  holders  of  a  majority  of  the
Portfolio's  outstanding shares.  Shares have equal rights as to voting. A
majority  of  the  shares  means  the  lesser  of (i)  67%  of the  shares
represented  at a  meeting  at  which  more  than  50% of the  outstanding
shares are  represented or (ii) more than 50% of the  outstanding  shares.
The Portfolio may not:
         (1)      Purchase  common  stocks,   preferred   stocks,
         warrants, or other equity securities;
         (2)      Issue  senior  securities,   borrow  money,  or
         pledge,  mortgage,  or hypothecate its assets, except as
         may be  necessary  to secure  borrowings  from banks for
         temporary or  emergency  (not  leveraging)  purposes and
         then in an amount not  greater  than 10% of the value of
         the  Portfolio's   total  assets  at  the  time  of  the
         borrowing.  Investment  securities will not be purchased
         while any borrowings are outstanding;
         (3)      Sell securities short,  purchase  securities on
         margin,  or write  put or call  options.  The  Portfolio
         reserves  the right to purchase  securities  with demand
         features.   See   "Variable   Rate  Demand   Notes"  and
         "Obligations with Puts Attached";
         (4)      Underwrite  the  securities  of other  issuers,
         except to the  extent  that the  purchase  of  municipal
         obligations   in   accordance   with   the   Portfolio's
         investment objective and policies,  either directly from
         the issuer,  or from an underwriter  for an issuer,  may
         be deemed an underwriting;
         (5)      Purchase  securities which are subject to legal
         or contractual  restrictions on resale, i.e., restricted
         securities,  or other  securities  which are not readily
         marketable assets,  including repurchase  agreements not
         terminable  within  seven days,  with respect to no more
         than 10% of its total assets;
         (6)      Purchase  or  sell  real  estate,  real  estate
         investment  trust  securities,  commodities or commodity
         contracts, or oil and gas interests,  but this shall not
         prevent  the  Portfolio   from  investing  in  municipal
         obligations secured by real estate or interests therein;
         (7)      Purchase or retain  securities  of an issuer if
         those trustees of the Portfolio,  each of whom owns more
         than  1/2 of 1% of the  outstanding  securities  of such
         issuer,  together  own more than 5% of such  outstanding
         securities;
         (8)      Make  loans to  others,  except  in  accordance
         with the Portfolio's  investment  objective and policies
         or pursuant to contracts  providing for the compensation
         of service providers by compensating balances;
         (9)      Invest  in   companies   for  the   purpose  of
         exercising  control;  or invest in  securities  of other
         investment companies,  except as they may be acquired as
         part  of  a  merger,  consolidation  or  acquisition  of
         assets,  or in  connection  with a  trustee's/director's
         deferred  compensation  plan,  as  long as  there  is no
         duplicaton of advisory fees;
         (10)     Invest  more  than  25%  of its  assets  in the
         securities of any one issuer,  except that the Portfolio
         may invest  more than 25% of its  assets in  obligations
         issued  or  guaranteed  by  the  U.S.  Government,   its
         agencies  or  instrumentalities.  For  purposes  of this
         limitation,   the   entity   which   has  the   ultimate
         responsibility   for  the  payment  of   principal   and
         interest  on a  particular  security  will be treated as
         its issuer;
         (11)     Invest  more  than  25%  of its  assets  in any
         particular  industry  or  industries,  except  that  the
         Portfolio  may  invest  more  than 25% of its  assets in
         obligations   issued   or   guaranteed   by   the   U.S.
         Government,  its agencies or instrumentalities.  Private
         activity  bonds,  where the  payment  of  principal  and
         interest is the  responsibility  of companies within the
         same industry, are grouped together as an "industry";
         (12)     Invest  more  than 5% of the value of its total
         assets in securities  where the payment of principal and
         interest   is  the   responsibility   of  a  company  or
         companies with less than three years' operating history.

==========================================================================
                   PURCHASES AND REDEMPTIONS OF SHARES
==========================================================================

         Share  certificates  will  not  be  issued  unless  requested  in
writing  by the  investor.  No charge  will be made for share  certificate
requests.  No  certificates  will be issued  for  fractional  shares  (see
Prospectus, "How to Sell Your Shares").

   
         Shareholders  wishing  to use the draft  writing  service  should
complete the  signature  card enclosed  with the  Investment  Application.
This draft  writing  service  will be subject to the  customary  rules and
regulations  governing checking  accounts,  and the Portfolio reserves the
right to change or suspend the service.  Generally,  there is no charge to
you for the  maintenance  of this service or the clearance of drafts,  but
the  Portfolio  reserves  the  right to charge a  service  fee for  drafts
returned for  uncollected or insufficient  funds,  and will charge $25 for
stop payments.  As a service to shareholders,  the Fund may  automatically
transfer the dollar  amount  necessary to cover drafts you have written on
the  Fund to  your  Fund  account  from  any  other  of  your  identically
registered  accounts  in Calvert  money  market  funds or Calvert  Insured
Plus. The Fund may charge a fee for this service.
    

         When  a  payable  through  draft  is  presented  for  payment,  a
sufficient  number of full and  fractional  shares from the  shareholder's
account  to cover  the  amount of the draft  will be  redeemed  at the net
asset  value  next  determined.  If there are  insufficient  shares in the
shareholder's  account,  the draft will be returned.  Drafts  presented to
the  bank for  payment  which  would  require  the  redemption  of  shares
purchased by check or  electronic  funds  transfer  within the previous 10
business days may not be honored.
         Amounts  redeemed  by  check  redemption  may  be  mailed  to the
investor  without charge.  Amounts of more than $50 and less than $300,000
may be transferred  electronically  at no charge to the investor.  Amounts
of $1,000 or more will be  transmitted  by wire,  without  charge,  to the
investor's  account at a domestic  commercial bank that is a member of the
Federal  Reserve  System  or to a  correspondent  bank.  A charge of $5 is
imposed on wire transfers of less than $1,000.  If the investor's  bank is
not a Federal  Reserve  System member,  failure of immediate  notification
to  that  bank by the  correspondent  bank  could  result  in a  delay  in
crediting the funds to the investor's bank account.
         Telephone   redemption   requests   which   would   require   the
redemption  of shares  purchased  by check or  electronic  funds  transfer
within  the  previous  10  business  days  may not be  honored.  The  Fund
reserves the right to modify the telephone redemption privilege.
          To change redemption  instructions  already given,  shareholders
must send a written  notice to Calvert  Group,  P.O.  Box  419544,  Kansas
City,  MO  64141-6544,  with a voided  copy of a check for the bank wiring
instructions  to be  added.  If a  voided  check  does not  accompany  the
request,  then the request  must be signature  guaranteed  by a commercial
bank,  savings and loan  association,  trust  company,  member firm of any
national   securities   exchange,   or  certain  credit  unions.   Further
documentation  may  be  required  from  corporations,   fiduciaries,   and
institutional investors.
         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  SEC,  or  if  the   Commission  has  ordered  such  a
suspension for the  protection of  shareholders.  Redemption  proceeds are
normally  mailed or wired the next business day after a proper  redemption
request has been  received,  unless  redemptions  have been  suspended  or
postponed as described above.

==========================================================================
                       DIVIDENDS AND DISTRIBUTIONS
==========================================================================

         Dividends  from  the  Portfolio's   net  investment   income  are
declared  daily and paid monthly.  Net investment  income  consists of the
interest  income  earned on  investments  (adjusted  for  amortization  of
original issue discounts or premiums or market  premiums),  less estimated
expenses.  Capital  gains,  if any, are normally paid once a year and will
be  automatically  reinvested  at net asset  value in  additional  shares.
Dividends  and  any   distributions   are   automatically   reinvested  in
additional  shares of the Fund,  unless you elect to have the dividends of
$10 or more paid in cash (by check or by Calvert  Money  Controller).  You
may  also  request  to have  your  dividends  and  distributions  from the
Portfolio  invested  in shares  of any other  Calvert  Group  Fund,  at no
additional  charge.  If you elect to have dividends  and/or  distributions
paid in cash, and the U.S.  Postal  Service  cannot deliver the check,  or
if it remains  uncashed  for six months,  it, as well as future  dividends
and distributions, will be reinvested in additional shares.
         Purchasers  of  shares  of the  Portfolio  will  begin  receiving
dividends  upon the date  federal  funds are  received  by the  Portfolio.
Purchases  by  bank  wire  received  by  12:30  p.m.,   Eastern  time  are
immediately  available  federal  funds;  purchases  by domestic  check may
take  one  day to  convert  into  federal  funds.  Shareholders  redeeming
shares by telephone,  electronic  funds transfer,  or written request will
receive  dividends  through  the  date  that  the  redemption  request  is
processed;  shareholders  redeeming shares by draft will receive dividends
up to the date such draft is presented to the Portfolio for payment.

==========================================================================
                               TAX MATTERS
==========================================================================

         The Portfolio  intends to qualify and has,  since  inception,  so
qualified,  as a "regulated  investment company" under Subchapter M of the
Internal  Revenue Code (the "Code"),  as amended.  By so  qualifying,  the
Portfolio  will not be subject to federal  income tax,  nor to the federal
excise  tax  imposed by the Tax  Reform  Act of 1986 (the  "Act"),  to the
extent  that  it  distributes  its  net  investment  income  and  realized
capital gains.
         The  Portfolio's  dividends of net investment  income  constitute
exempt-interest   dividends  on  which   shareholders  are  not  generally
subject to federal  income  tax;  in  addition,  to the extent that income
dividends  are  derived  from  earnings  attributable  to  obligations  of
California and its political  subdivisions,  they will also be exempt from
state and local personal income tax in California.
         However,  under the Act,  dividends  attributable  to interest on
certain  private  activity  bonds must be included in federal  alternative
minimum  taxable income for the purpose of determining  liability (if any)
for individuals and for  corporations.  The Portfolio's  dividends derived
from taxable interest and  distributions of net short-term  capital gains,
whether taken in cash or reinvested in additional  shares,  are taxable to
shareholders  as  ordinary  income and do not  qualify  for the  dividends
received deduction for corporations.
         The  Portfolio  will  notify  shareholders   annually  about  the
federal tax status of dividends  and  distributions  paid by the Portfolio
and the amount of dividends withheld, if any, during the previous year.
         The Code  provides  that  interest  on  indebtedness  incurred or
continued in order to purchase or carry  shares of a regulated  investment
company which  distributes  exempt-interest  dividends  during the year is
not  deductible.  Furthermore,  entities or persons  who are  "substantial
users"  (or  persons  related  to   "substantial   users")  of  facilities
financed by private  activity  bonds  should  consult  their tax  advisors
before  purchasing  shares  of  the  Portfolio.   "Substantial   user"  is
generally  defined as including a "non-exempt  person" who regularly  uses
in trade or business a part of a facility  financed  from the  proceeds of
private activity bonds.

==========================================================================
                           VALUATION OF SHARES
==========================================================================

         The  Portfolio's  assets,   including   commitments  to  purchase
securities  on a when-issued  basis,  are 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.  During periods of declining  interest rates,
the daily  yield on shares of the  Portfolio  may tend to be higher than a
like  computation  made by a fund with identical  investments  utilizing a
method of  valuation  based upon  market  prices and  estimates  of market
prices  for  all  of  its  portfolio  instruments.  Thus,  if  the  use of
amortized cost by the Portfolio  resulted in a lower  aggregate  portfolio
value on a particular  day, a prospective  investor in the Portfolio would
be able  to  obtain  a  somewhat  higher  yield  than  would  result  from
investment  in  a  fund  utilizing  solely  market  values,  and  existing
investors in the  Portfolio  would  receive less  investment  income.  The
converse would apply in a period of rising interest rates.
         Rule 2a-7 under the  Investment  Company Act of 1940  permits the
Portfolio  to  value  its  assets  at  amortized  cost  if  the  Portfolio
maintains a  dollar-weighted  average maturity of 90 days or less and only
purchases  obligations  having  remaining  maturities of one year or less.
Rule 2a-7 requires,  as a condition of its use, that the Portfolio  invest
only in  obligations  determined  by the  Trustees  to be of high  quality
with minimal  credit risks and further  requires the Trustees to establish
procedures designed to stabilize,  to the extent reasonably possible,  the
Portfolio's  price  per share as  computed  for the  purpose  of sales and
redemptions at $1.00.  Such  procedures  include review of the Portfolio's
investment  holdings by the Trustees,  at such  intervals as they may deem
appropriate,   to  determine  whether  the  Portfolio's  net  asset  value
calculated by using available  market  quotations or equivalents  deviates
from $1.00 per share based on amortized  cost. If such  deviation  exceeds
0.50%,  the Trustees will promptly  consider what action,  if any, will be
initiated.  In the event the Trustees  determine  that a deviation  exists
which  may  result  in  material  dilution  or  other  unfair  results  to
investors  or  existing   shareholders,   the  Trustees   will  take  such
corrective   action  as  they  regard  as   necessary   and   appropriate,
including:  the  sale  of  portfolio  instruments  prior  to  maturity  to
realize  capital  gains  or  losses  or  to  shorten   average   portfolio
maturity;  the withholding of dividends or payment of  distributions  from
capital  or  capital  gains;   redemptions  of  shares  in  kind;  or  the
establishment  of a net asset  value per share based on  available  market
quotations.
         The  Portfolio  determines  the net  asset  value  of its  shares
every  business  day at 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  Portfolio  does  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,   Good  Friday,   Memorial   Day,   Independence   Day,   Labor  Day,
Thanksgiving Day, and Christmas Day.

==========================================================================
                           CALCULATION OF YIELD
==========================================================================

         From  time to time  the  Portfolio  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 the
Portfolio  refers  to  the  income  generated  by  an  investment  in  the
Portfolio  over a particular  base period of time.  The length and closing
date of the base period will be stated in the  advertisement.  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.  The Portfolio'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

   
For the  seven-day  period ended  December  29, 1995,  the yield was 4.73%
and its effective yield 4.85%.
         The Portfolio  also may  advertise,  from time to time,  its "tax
equivalent  yield."  The tax  equivalent  yield is the  yield an  investor
would be  required  to  obtain  from  taxable  investments  to  equal  the
Portfolio's  yield,  all or a portion of which may be exempt from  federal
income taxes.  The tax equivalent  yield is computed by taking the portion
of the  Portfolio's  effective  yield exempt from federal income taxes and
multiplying  the exempt yield by a factor  based upon a stated  income tax
rate,  then  adding  the  portion  of the yield  that is not  exempt  from
federal  income  taxes.  The  factor  which is used to  calculate  the tax
equivalent  yield is the  reciprocal of the  difference  between 1 and the
applicable  income tax rates,  which will be stated in the  advertisement.
For the  seven-day  period  ended  December  29,  1995,  the  federal  tax
equivalent  yield  for an  investor  in the 36%  income  tax  bracket  was
8.51%, and 9.01% for an investor in the 39.6% tax bracket.
    

==========================================================================
                               ADVERTISING
==========================================================================

         The Fund or its affiliates may provide  information  such as, but
not limited to, the economy,  investment climate,  investment  principles,
sociological  conditions  and political  ambiance.  Discussion may include
hypothetical  scenarios or lists of relevant  factors  designed to aid the
investor  in  determining   whether  the  Fund  is  compatible   with  the
investor's  goals.  The Fund may list portfolio  holdings or give examples
or  securities  that  may  have  been  considered  for  inclusion  in  the
Portfolio, whether held or not.
         The Fund or its  affiliates  may supply  comparative  performance
data and rankings from  independent  sources such as Donoghue's Money Fund
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services,
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street
Journal,  and  Schabacker  Investment   Management,   Inc.  Such  averages
generally  do not reflect any front- or back-end  sales  charges  that may
be  charged  by Funds  in that  grouping.  The  Fund may also  cite to any
source,  whether  in  print or  on-line,  such as  Bloomberg,  in order to
acknowledge  origin of  information.  The Fund may  compare  itself or its
portfolio  holdings  to  other  investments,  whether  or  not  issued  or
regulated  by the  securities  industry,  including,  but not  limited to,
certificates  of deposit and Treasury  notes.  The Fund, its Advisor,  and
its  affiliates  reserve the right to update  performance  rankings as new
rankings become available.

==========================================================================
                          TRUSTEES AND OFFICERS
==========================================================================

   
         RICHARD  L.  BAIRD,  JR.,  Trustee.  Mr.  Baird  is  Director  of
Finance for the Family Health Council,  Inc. in Pittsburgh,  Pennsylvania,
a  non-profit   corporation  which  provides  family  planning   services,
nutrition,  maternal/child  health  care,  and  various  health  screening
services.  Mr.  Baird  is a  trustee/director  of each  of the  investment
companies  in the  Calvert  Group of  Funds,  except  for  Acacia  Capital
Corporation,  Calvert New World Fund and Calvert  World Values Fund.  Age:
47. Address: 211 Overlook Drive, Pittsburgh, Pennsylvania 15216.
         FRANK H. BLATZ,  JR.,  Esq.,  Trustee.  Mr. Blatz is a partner in
the law firm of Abrams,  Blatz,  Gran,  Hendricks & Reina,  P.A.  Age: 59.
Address: 900 Oak Tree Road, South Plainfield, New Jersey 07080.
         FREDERICK T. BORTS,  M.D.,  Trustee.  Dr. Borts is a  radiologist
with Kaiser  Permanente.  Prior to that, he was a radiologist at Bethlehem
Medical  Imaging  in  Allentown,  Pennsylvania.  Age:  46.  Address:  2040
Nuuanu Avenue #1805, Honolulu, Hawaii, 96817.
         1 CHARLES E. DIEHL,  Trustee.  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.  Age: 73.  Address:
1658 Quail Hollow Court, McLean, Virginia 22101.
         DOUGLAS E. FELDMAN,  M.D.,  Trustee.  Dr. Feldman  practices head
and neck  reconstructive  surgery in the  Washington,  D.C.,  metropolitan
area. Age: 47. Address: 7536 Pepperell Drive, Bethesda, Maryland 20817.
         PETER W.  GAVIAN,  CFA,  Trustee.  Mr.  Gavian is a principal  of
Gavian De Vaux  Associates,  an  investment  banking firm. He was formerly
President of  Corporate  Finance of  Washington,  Inc.  Age: 63.  Address:
1953 Gallows Road, Suite 130, Vienna, Virginia 22201.
         JOHN G.  GUFFEY,  JR.,  Trustee.  Mr.  Guffey is  chairman of the
Calvert  Social  Investment   Foundation,   organizing   director  of  the
Community Capital Bank in Brooklyn,  New York, and a financial  consultant
to various  organizations.  In addition, he is a Director of the Community
Bankers  Mutual Fund of Denver,  Colorado,  and the Treasurer and Director
of Silby,  Guffey,  and Co., Inc., a venture capital firm. Mr. Guffey is a
trustee/director  of  each  of  the  other  investment  companies  in  the
Calvert  Group  of  Funds,  except  for  Acacia  Capital  Corporation  and
Calvert New World Fund.  Age:  47.  Address:  7205  Pomander  Lane,  Chevy
Chase, Maryland 20815.
         ARTHUR  J.  PUGH,  Trustee.  Mr.  Pugh  serves as a  Director  of
Acacia Federal  Savings Bank.  Age: 58.  Address:  4823  Prestwick  Drive,
Fairfax, Virginia 22030.
         1 DAVID  R.  ROCHAT,  Senior  Vice  President  and  Trustee.  Mr.
Rochat is Executive  Vice President of Calvert Asset  Management  Company,
Inc.,  Director  and  Secretary  of  Grady,  Berwald  and Co.,  Inc.,  and
Director and President of Chelsea Securities,  Inc. Age: 58. Address:  Box
93, Chelsea, Vermont 05038.
         1   D.   WAYNE   SILBY,   Esq.,   Trustee.   Mr.   Silby   is   a
trustee/director  of  each  of the  investment  companies  in the  Calvert
Group of Funds,  except for Acacia  Capital  Corporation  and  Calvert New
World Fund.  Mr. Silby is an officer,  director and  shareholder of Silby,
Guffey &  Company,  Inc.,  which  serves as  general  partner  of  Calvert
Social  Venture  Partners  ("CSVP").   CSVP  is  a  venture  capital  firm
investing in socially  responsible small companies.  He is also a Director
of Acacia  Mutual Life  Insurance  Company.  Age: 47.  Address:  1715 18th
Street, N.W., Washington, D.C. 20009.
         1 CLIFTON S. SORRELL,  JR.,  President and Trustee.  Mr.  Sorrell
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.   He  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. Age: 54.
         1 RENO J. MARTINI,  Senior Vice President.  Mr. Martini is 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. Age: 46.
         1 RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer  is
Senior Vice  President  and  Controller  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. Age: 43.
         1 WILLIAM  M.  TARTIKOFF,  Esq.,  Vice  President  and  Assistant
Secretary.  Mr.  Tartikoff  is  an  officer  of  each  of  the  investment
companies  in the Calvert  Group of Funds,  and is Senior Vice  President,
Secretary,  and General  Counsel of Calvert  Group,  Ltd., and each of its
subsidiaries.  Mr.  Tartikoff  is also 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.  Age:
48.
         1 EVELYNE  S.  STEWARD,  Vice  President.  Ms.  Steward is Senior
Vice  President of Calvert Group,  Ltd.,  and a director of  Calvert-Sloan
Advisers,  L.L.C. She is the sister of Philip J. Schewetti,  the portfolio
manager of the CSIF Equity Portfolio. Age: 43.
         1 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. Age: 45.
         1 SUSAN WALKER BENDER, Esq.,  Assistant Secretary.  Ms. Bender is
Associate  General  Counsel of Calvert Group,  Ltd. 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. Age: 37.
__________
1Officers and trustees deemed to be "interested persons" of the Fund
under the Investment Company Act of 1940, by virtue of of their
affiliation with the Fund's Advisor.
    


         Each  of  the  above   directors/trustees   and   officers  is  a
director/trustee  or officer of each of the  investment  companies  in the
Calvert  Group of Funds with the  exception of Calvert  Social  Investment
Fund,  of which only Messrs.  Baird,  Guffey,  Silby and Sorrell are among
the trustees,  Acacia Capital  Corporation,  of which only Messrs.  Blatz,
Diehl,  Pugh and Sorrell are among the  directors,  Calvert  World  Values
Fund,  Inc.,  of which only  Messrs.  Guffey,  Silby and Sorrell are among
the  directors,  and Calvert New World Fund,  Inc.,  of which only Messrs.
Sorrell  and  Martini are among the  directors.  The address of  directors
and officers,  unless  otherwise noted, is 4550 Montgomery  Avenue,  Suite
1000N,  Bethesda,  Maryland 20814.  Trustees and officers of the Fund as a
group own less than 1% of each Fund's outstanding shares.
         The Audit  Committee  of the Board is composed of Messrs.  Baird,
Blatz,  Feldman,  Guffey and Pugh. The Board's Investment Policy Committee
is composed of Messrs. Borts, Diehl, Gavian, Rochat, Silby and Sorrell.
         During  fiscal  1995,  trustees of the Fund not  affiliated  with
the  Fund's   Advisor  were  paid  $24,432.   Trustees  of  the  Fund  not
affiliated  with the  Advisor  presently  receive an annual fee of $20,250
for service as a member of the Board of  Trustees of the Calvert  Group of
Funds,  and a fee of $750 to $1200  for each  regular  Board or  Committee
meeting  attended;  such fees are allocated among the respective  Funds on
the basis of net assets.
         Trustees of the Fund not  affiliated  with the Fund's Advisor may
elect to defer  receipt  of all or a  percentage  of their fees and invest
them in any fund in the  Calvert  Family  of Funds  through  the  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,  and  will  ensure  that  there is no  duplication  of
advisory fees.


<PAGE>
<TABLE>
<CAPTION>

                        Trustee Compensation Table


   
                      Aggregate       Pension or Retirement Total Compensation
Fiscal Year           Compensation    Benefits Accrued      from
1995 (unaudited       from Registrant as part of            Registrant and Fund
numbers)              for service     Registrant            Complex paid to 
                      as Trustee      Expenses<F1>          Trustees<F2>      
Name of Trustee

<S>                    <C>            <C>                   <C>  

Richard L. Baird, Jr. $25,831         $0                    $33,450
Frank H. Blatz, Jr.   $26,042         $26,042               $36,801
Frederick T. Borts    $20,135         $0                    $25,050
Charles E. Diehl      $25,058         $25,058               $35,101
Douglas E. Feldman    $24,494         $0                    $30,600
Peter W. Gavian       $24,862         $7,458                $31,951
John G. Guffey, Jr.   $24,861         $0                    $40,450
Arthur J. Pugh        $26,792         $0                    $36,801
D. Wayne Silby        $23,878         $0                    $47,965


<FN>
<F1> Messrs. Blatz, Diehl, Gavian, and Pugh have chosen to defer a portion
of their compensation. As of December 31, 1995, total deferred
compensation, including dividends and capital appreciation, was
$415,719, $337,395, $89,054, and $150,841, for each trustee,
respectively.
<F2> As of December 31, 1995. The Fund Complex consists of eight (8)
registered investment companies.
</FN>
    
</TABLE>



==========================================================================
                            INVESTMENT ADVISOR
==========================================================================

         The Portfolio's  Investment  Advisor is Calvert Asset  Management
Company,  Inc., 4550 Montgomery Avenue,  Suite 1000N,  Bethesda,  Maryland
20814,  a subsidiary  of Calvert  Group,  Ltd.,  which is a subsidiary  of
Acacia  Mutual  Life  Insurance  Company  of  Washington,   D.C.  ("Acacia
Mutual").
         The  Advisory  Contract  between  the  Portfolio  and the Advisor
will remain in effect  indefinitely,  provided  continuance is approved at
least  annually  by  the  vote  of  the  holders  of  a  majority  of  the
outstanding   shares  of  the  Portfolio,   or  by  the  Trustees  of  the
Portfolio;  and further  provided that such  continuance  is also approved
annually by the vote of a majority of the  Trustees of the  Portfolio  who
are not parties to the  Contract or  interested  persons of such  parties,
cast in person  at a  meeting  called  for the  purpose  of voting on such
approval.  The Contract may be terminated  without penalty by either party
on 60 days' prior  written  notice;  it  automatically  terminates  in the
event of its  assignment.  Under the  Contract,  the  Advisor  manages the
investment and  reinvestment  of the  Portfolio's  assets,  subject to the
direction  and  control  of the  Portfolio's  Board of  Trustees.  For its
services,  the  Advisor  receives an annual fee of 0.50% of the first $500
million of such  Portfolio's  average daily net assets,  0.45% of the next
$500  million  of such  assets,  and  0.40%  of all  such  assets  over $1
billion.
         The advisory  fee is payable  monthly.  The Advisor  reserves the
right  (i) to waive  all or a part of its fee and (ii) to  compensate,  at
its expense,  broker-dealers  in  consideration  of their  promotional and
administrative services.

   
         The Advisor  provides the Portfolio  with  investment  advice and
research,  pays  the  salaries  and  fees of all  Trustees  and  executive
officers of the  Portfolio  who are  principals  of the Advisor,  and pays
certain  Portfolio  advertising  and promotional  expenses.  The Portfolio
pays  all  other   administrative  and  operating   expenses,   including:
custodial fees;  shareholder  servicing,  dividend disbursing and transfer
agency fees;  administrative  service fees;  federal and state  securities
registration fees;  insurance premiums;  trade association dues; interest,
taxes and  other  business  fees;  legal and  audit  fees;  and  brokerage
commissions  and other  costs  associated  with the  purchase  and sale of
portfolio  securities.  The  advisory  fees paid to the Advisor  under the
advisory  contract  for  the  1993,  1994,  and  1995  fiscal  years  were
$1,532,416, $1,472,373, and $1,426,938, respectively.
         However,  the Advisor has agreed to reimburse  the  Portfolio for
all expenses,  excluding  brokerage,  taxes,  interest,  and extraordinary
items  exceeding,  on a pro  rata  basis,  the  most  restrictive  expense
limitation of those states in which the  Portfolio's  shares are qualified
for sale  (currently,  2.50% of the first $30  million of the  Portfolio's
average net assets,  2.0% of the next $70  million,  and 1.50% of all such
assets in excess of $100 million).  For 1993,  1994,  and 1995,  there was
no reimbursement of expenses.
    
==========================================================================
                         ADMINISTRATIVE SERVICES
==========================================================================

   
         Calvert  Shareholder  Services,  Inc., a wholly-owned  subsidiary
of Calvert  Group,  Ltd.,  has been  retained by the  Portfolio  to act as
transfer  agent,  dividend  disbursing  agent  and  shareholder  servicing
agent.   These   responsibilities   include:   responding  to  shareholder
inquiries  and  instructions  concerning  their  accounts;  crediting  and
debiting  shareholder  accounts for purchases and redemptions of Portfolio
shares and  confirming  such  transactions;  daily updating of shareholder
accounts to reflect  declaration  and payment of dividends;  and preparing
and  distributing  quarterly  statements to  shareholders  regarding their
accounts. For such services,  Calvert Shareholder Services,  Inc. receives
compensation  based on the number of  shareholder  accounts and the number
of  transactions.   For  its  1993,  1994,  and  1995  fiscal  years,  the
Portfolio  paid  Calvert  Shareholder  Services,  Inc.  fees of  $342,220,
$353,054, and $396,857, respectively.
         Calvert   Administrative   Services   Company,   a   wholly-owned
subsidiary  of  Calvert  Group,  Ltd.,  has been  retained  by the Fund to
provide certain  administrative  services  necessary to the conduct of the
Fund's  affairs.  Such services  include the  preparation of corporate and
regulatory  reports  and  filings,  portfolio  accounting,  and the  daily
determination  of net  investment  income  and net asset  value per share.
Calvert  Administrative  Services Company receives a total fee of $200,000
per year for  providing  such  services to the Fund,  allocated  among the
Portfolios  based on assets.  The service  fees paid by the  Portfolio  to
Calvert  Administrative  Services  Company for 1993,  1994,  and 1995 were
$23,698, $22,411, $22,097, and $21,183, respectively.
         The   Portfolio   has  entered  into  a  principal   underwriting
agreement  with  Calvert  Distributors,  Inc.  ("CDI").  Pursuant  to  the
agreement,  CDI serves as distributor  and principal  underwriter  for the
Portfolio,  offering  shares on a continuous,  "best efforts"  basis.  CDI
bears all its expenses of providing  services  pursuant to the  agreement,
including payment of any commissions and service fees.
    

==========================================================================
                  INDEPENDENT ACCOUNTANTS AND CUSTODIANS
==========================================================================

   
         Coopers  &  Lybrand,  L.L.P.  has been  selected  by the Board of
Trustees to serve as  independent  auditors  for fiscal  year 1996.  State
Street  Bank & Trust  Company,  N.A.,  225  Franklin  Street,  Boston,  MA
02110,  currently  serves as  custodian  of the  Portfolio's  investments.
First  National  Bank of Maryland,  25 South  Charles  Street,  Baltimore,
Maryland  21203 also  serves as  custodian  of certain of the  Portfolio's
cash assets.  Neither  custodian has any part in deciding the  Portfolio's
investment  policies or the choice of securities  that are to be purchased
or sold for the Portfolio.
    

==========================================================================
                          PORTFOLIO TRANSACTIONS
==========================================================================

         Portfolio  transactions  are  undertaken  on the  basis  of their
desirability from an investment  standpoint.  Investment decisions and the
choice of brokers  and dealers  are made by the Fund's  Advisor  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  professional  capability  and
the value and quality of their  services.  The Advisor  reserves the right
to place  orders for the  purchase or sale of  portfolio  securities  with
broker-dealers  who have sold  shares of the Fund or who  provide the Fund
with statistical,  research,  or other information and services.  Although
any statistical  research or other  information  and services  provided by
broker-dealers  may be useful to the  Advisor,  the dollar  amount of such
information   and   services   is   generally   indeterminable,   and  its
availability   or  receipt  does  not  serve  to  materially   reduce  the
Advisor's   normal   research   activities   or  expenses.   No  brokerage
commissions  have been paid to any  officer,  trustee or Advisory  Council
member of the Fund or any of their affiliates.
         The  Advisor  may also  execute  portfolio  transactions  with or
through  broker-dealers  who have sold shares of the Fund.  However,  such
sales   will  not  be  a   qualifying   or   disqualifying   factor  in  a
broker-dealer's  selection nor will the selection of any  broker-dealer be
based on the volume of Fund shares sold.  The Advisor may  compensate,  at
its expense,  such  broker-dealers  in consideration of their  promotional
and administrative services.

==========================================================================
                           GENERAL INFORMATION
==========================================================================

         The  Portfolio  is a series  of  Calvert  Tax-Free  Reserves,  an
open-end  diversified  investment  management  company which was organized
as a  Massachusetts  business  trust on October 20, 1980. The other series
of the Fund include the Money Market  Portfolio,  Limited-Term  Portfolio,
Long-Term  Portfolio,   Money  Management  Plus  Tax-Free  Portfolio,  New
Jersey Money Market Portfolio,  and the Vermont Municipal  Portfolio.  The
Fund's   Declaration   of  Trust   contains  an  express   disclaimer   of
shareholder   liability  for  acts  or   obligations   of  the  Fund.  The
shareholders  of a  Massachusetts  business  trust might,  however,  under
certain  circumstances,  be held  personally  liable as  partners  for its
obligations.  The  Declaration of Trust provides for  indemnification  and
reimbursement  of  expenses  out of Fund assets for any  shareholder  held
personally  liable for  obligations of the Fund. The  Declaration of Trust
provides  that the Fund  shall,  upon  request,  assume the defense of any
claim made against any  shareholder  for any act or obligation of the Fund
and  satisfy  any  judgment  thereon.  The  Declaration  of Trust  further
provides that the Fund may maintain  appropriate  insurance  (for example,
fidelity  bonding and errors and omissions  insurance)  for the protection
of the Fund, its shareholders,  Trustees, officers,  employees, and agents
to  cover  possible  tort  and  other  liabilities.  Thus,  the  risk of a
shareholder  incurring financial loss on account of shareholder  liability
is limited to  circumstances  in which both  inadequate  insurance  exists
and the Fund itself is unable to meet its obligations.
         General   costs,   expenses,   and   liabilities   of  the   Fund
attributable  to a  particular  Portfolio  are  borne  by that  Portfolio;
costs,   expenses,  and  liabilities  not  attributable  to  a  particular
Portfolio  are  allocated  between the Fund's  Portfolios  on the basis of
the respective net assets of each Portfolio.
         The Fund will send its  shareholders  unaudited  semi-annual  and
audited  annual  reports  that will include the Fund's net asset value per
share,  portfolio  securities,  income and expenses,  and other  financial
information.
         This  Statement of  Additional  Information  does not contain all
the information in the Fund's  registration  statement.  The  registration
statement is on file with the  Securities  and Exchange  Commission and is
available to the public.

==========================================================================
                           FINANCIAL STATEMENTS
==========================================================================

   
      The audited  financial  statements in the Portfolio's  Annual Report
to  Shareholders  dated December 31, 1995, are expressly  incorporated  by
reference and made a part of this Statement of Additional  Information.  A
copy of the  Annual  Report may be  obtained  free of charge by writing or
calling the Portfolio.
    

==========================================================================
                                 APPENDIX
==========================================================================

Municipal Obligations
         Municipal  obligations  are debt  obligations  issued by  states,
cities,  municipalities,  and their  agencies to obtain  funds for various
public  purposes.  Such purposes  include the construction of a wide range
of public  facilities,  the  refunding  of  outstanding  obligations,  the
obtaining  of funds for  general  operating  expenses,  and the lending of
funds to other public  institutions and facilities.  In addition,  certain
types of  private  activity  bonds  are  issued  by or on behalf of public
authorities  to obtain funds for many types of local,  privately  operated
facilities.  Such debt  instruments are considered  municipal  obligations
if the  interest  paid on them is exempt  from  federal  income tax in the
opinion of bond counsel to the issuer.  Although the interest  paid on the
proceeds  from  private   activity   bonds  used  for  the   construction,
equipment,  repair or  improvement  of privately  operated  industrial  or
commercial  facilities  may be exempt from  federal  income  tax,  current
federal  tax  law  places  substantial  limitations  on the  size  of such
issues.
         Municipal   obligations   are  generally   classified  as  either
"general  obligation" or "revenue"  bonds.  General  obligation  bonds are
secured by the issuer's  pledge of its faith,  credit and taxing power for
the payment of  principal  and  interest.  Revenue  bonds are payable from
the revenues  derived from a  particular  facility or class of  facilities
or, in some  cases,  from the  proceeds  of a special  excise tax or other
specific   revenue  source,   but  not  from  the  general  taxing  power.
Tax-exempt  private  activity bonds are in most cases revenue bonds and do
not   generally   carry  the   pledge  of  the   credit  of  the   issuing
municipality.  There  are,  of  course,  variations  in  the  security  of
municipal obligations,  both within a particular  classification and among
classifications.
         Municipal  obligations  are  generally  traded  on the basis of a
quoted  yield to  maturity,  and the price of the  security is adjusted so
that  relative  to the stated  rate of  interest it will return the quoted
rate to the purchaser.
         Short-term and  limited-term  municipal  obligations  include Tax
Anticipation Notes,  Revenue  Anticipation Notes, Bond Anticipation Notes,
Construction  Loan Notes,  and Discount  Notes.  The  maturities  of these
instruments  at the time of  issue  generally  will  range  between  three
months and one year.  Pre-Refunded  Bonds with longer  nominal  maturities
that are due to be retired  with the  proceeds of an  escrowed  subsequent
issue  at a  date  within  one  year  and  three  years  of  the  time  of
acquisition  are also  considered  short-term and  limited-term  municipal
obligations.

Municipal Bond and Note Ratings
Description  of Moody's  Investors  Service,  Inc.'s  ratings of state and
municipal notes:
         Moody's   ratings  for  state  and  municipal   notes  and  other
short-term  obligations are designated  Moody's  Investment Grade ("MIG").
This distinction is in recognition of the differences  between  short-term
credit risk and long-term risk.
         MIG 1: Notes  bearing this  designation  are of the best quality,
enjoying  strong  protection  from  established  cash  flows of funds  for
their servicing or from  established and broad-based  access to the market
for refinancing, or both.
         MIG2:  Notes bearing this  designation are of high quality,  with
margins of  protection  ample  although  not so large as in the  preceding
group.
         MIG3:  Notes bearing this  designation are of favorable  quality,
with all  security  elements  accounted  for but  lacking  the  undeniable
strength  of the  preceding  grades.  Market  access for  refinancing,  in
particular, is likely to be less well established.
         MIG4:  Notes bearing this  designation  are of adequate  quality,
carrying  specific  risk  but  having  protection   commonly  regarded  as
required of an investment  security and not  distinctly  or  predominantly
speculative.

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.



<PAGE>

                        Calvert Tax-Free Reserves
                       Vermont Municipal Portfolio


   
                   Statement of Additional Information
                              April 30, 1996
    


INVESTMENT ADVISOR                                             TRANSFER AGENT
Calvert Asset Management Company, Inc.     Calvert Shareholder Services, Inc.
4550 Montgomery Avenue                                 4550 Montgomery Avenue
Suite 1000N                                                       Suite 1000N
Bethesda, Maryland 20814                             Bethesda, Maryland 20814

INDEPENDENT ACCOUNTANTS                                 PRINCIPAL UNDERWRITER
Coopers & Lybrand, L.L.P.                          Calvert Distributors, Inc.
217 Redwood Street                                     4550 Montgomery Avenue
Baltimore, Maryland 21202-3316                                    Suite 1000N
                                                     Bethesda, Maryland 20814



                            TABLE OF CONTENTS

   
                           Investment Objective                            1
                           Investment Policies                             1
                           Investment Restrictions                         6
                           Considerations for Investing in Vermont         7
                           Purchases and  Redemptions of Shares            7
                           Reduced   Sales   Charges (Class A)             7   
                           Dividends and Distributions                     8
                           Tax Matters                                     8
                           Valuation of Shares                             9
                           Calculation  of Yield and Total Return          9
                           Advertising                                    10
                           Trustees and Officers                          11
                           Investment Advisor                             12
                           Administrative Services                        13
                           Independent   Accountants and Custodians       13
                           Method of Distribution                         13
                           Portfolio Transactions                         14
                           General Information                            14
                           Financial Statements                           15
                           Appendix                                       15
    

<PAGE>



   
STATEMENT OF ADDITIONAL INFORMATION-April 30, 1996
    

                        CALVERT TAX-FREE RESERVES
                       VERMONT MUNICIPAL PORTFOLIO
             4550 Montgomery Avenue, Bethesda, Maryland 20814
==========================================================================

- --------------------------------------------------------------------------
              New Account      (800) 368-2748   Shareholder (800) 368-2745
              Information:     (301) 951-4820   Services:   (301) 951-4810
- --------------------------------------------------------------------------
              Broker           (800) 368-2746   TDD for the Hearing-
              Services:        (301) 951-4850   Impaired:   (800) 541-1524
==========================================================================

   
         This  Statement of  Additional  Information  is not a prospectus.
Investors   should  read  the  Statement  of  Additional   Information  in
conjunction with the Portfolio's  Prospectus,  dated April 30, 1996, which
may be  obtained  free of charge by  writing  the  Portfolio  at the above
address or calling the telephone numbers listed above.
    

==========================================================================
                           INVESTMENT OBJECTIVE
==========================================================================

         The Vermont  Municipal  Portfolio (the  "Portfolio")  is a series
of Calvert Tax-Free  Reserves (the "Fund").  It is a  nondiversified  bond
fund  designed  to  provide  individual  and  institutional  investors  in
higher tax  brackets  with the  highest  level of interest  income  exempt
from  federal  and  Vermont  state  income  taxes  as is  consistent  with
prudent investment  management,  preservation of capital,  and the quality
and maturity  characteristics  of the Portfolio.  It invests in investment
grade municipal  obligations with durations  generally  averaging  between
four and nine  years,  though  the  Portfolio's  holdings  may at any time
have longer or shorter  durations.  There is, of course, no assurance that
the  Portfolio  will be  successful  in meeting its  investment  objective
because there are inherent risks in the ownership of any investment.
         Dividends  paid  by the  Portfolio  will  fluctuate  with  income
earned on  investments,  and will vary by class of  shares.  In  addition,
the  value of each  class of the  Portfolio's  shares  will  fluctuate  to
reflect  changes in the market value of the Portfolio's  investments.  The
Portfolio  will  attempt,  through  careful  management,  to reduce  these
risks and enhance the  opportunities  for higher  income and greater price
stability.

==========================================================================
                           INVESTMENT POLICIES
==========================================================================

         The Portfolio  invests  primarily in a  nondiversified  portfolio
of  municipal  obligations  of the  state  of  Vermont  and its  political
subdivisions  ("Vermont  Municipal  Obligations").   Under  normal  market
conditions,  the  Portfolio  attempts  to invest at least 65% of the value
of its assets in Vermont  Municipal  Obligations.  The Portfolio will also
attempt  to  invest  the  remaining  35%  of its  total  assets  in  these
obligations,  but may invest it in municipal  obligations of other states,
territories,  and  possessions  of the  United  States,  the  District  of
Columbia, and their respective authorities,  agencies,  instrumentalities,
and  political  subdivisions.  Dividends  you recieve  from the  Portfolio
that  are  derived  from  interest  on  tax-exempt  obligations  of  other
governmental  issuers  will be exempt from federal tax, but may be subject
to Vermont state income taxes.
         Since the Portfolio is  nondiversified,  it may invest its assets
in  fewer  issuers  than  if  it  were  diversified.   As  a  result,  the
Portfolio's  performance  may be more  directly  impacted  by  changes  in
conditions  affecting  those  issuers  than it would  be if the  Portfolio
were investing in a greater number of issuers.  A complete  explanation of
municipal  obligations  and  municipal  bond and note ratings is set forth
in the Appendix. Also see "Considerations for Investing in Vermont."
         The  credit  rating  of the  Portfolio's  assets  as of its  most
recent  fiscal  year-end  appears  in the Annual  Report to  Shareholders,
incorporated by reference herein.

Variable Rate Demand Notes
         The Board of Trustees  has approved  investments  in floating and
variable  rate demand notes upon the following  conditions:  the Portfolio
has right of demand,  upon notice not to exceed  thirty days,  against the
issuer to receive  payment;  the issuer will be able to make  payment upon
such  demand,  either  from its own  resources  or through an  unqualified
commitment  from a third  party;  and  the  rate of  interest  payable  is
calculated   to  ensure   that  the  market   value  of  such  notes  will
approximate par value on the adjustment  dates. The remaining  maturity of
such demand  notes is deemed the period  remaining  until such time as the
Portfolio  has  the  right  to  dispose  of the  notes  at a  price  which
approximates par and market value.

Municipal Leases
         The  Portfolio  may invest in  municipal  leases,  or  structured
instruments  where  the  underlying  security  is  a  municipal  lease.  A
municipal   lease  is  an  obligation  of  a  government  or  governmental
authority,  not  subject  to  voter  approval,  used  to  finance  capital
projects or equipment  acquisitions  and payable  through  periodic rental
payments.  The Portfolio may purchase unrated leases.  The Fund's Advisor,
under the supervision of the Board of  Trustees/Directors,  is responsible
for  determining  the credit  quality of such leases on an ongoing  basis,
including  an  assessment  of the  likelihood  that the lease  will not be
canceled.   Certain  municipal  leases  may  be  considered  illiquid  and
subject to the  Portfolio's  limit on  illiquid  securities.  The Board of
Trustees/Directors  has  directed  the Advisor to treat a municipal  lease
as a liquid security if it satisfies the .following  conditions:  (A) such
treatment   must   be   consistent   with   the   Portfolio's   investment
restrictions;  (B)  the  Advisor  should  be  able to  conclude  that  the
obligation  will maintain its liquidity  throughout the time it is held by
the Portfolio,  based on the following factors:  (1) whether the lease may
be terminated by the lessee;  (2) the potential  recovery,  if any, from a
sale  of the  leased  property  upon  termination  of the  lease;  (3) the
lessee's  general  credit  strength  (e.g.,   its  debt,   administrative,
economic  and   financial   characteristics   and   prospects);   (4)  the
likelihood  that the lessee  will  discontinue  appropriating  funding for
the leased  property  because the property is no longer  deemed  essential
to   its   operations    (e.g.,   the   potential   for   an   "event   of
nonappropriation"),  and (5) any  credit  enhancement  or  legal  recourse
provided upon an event of  nonappropriation  or other  termination  of the
lease;  (C) the Advisor  should  determine  whether the  obligation can be
disposed  of within  seven  days in the  ordinary  course of  business  at
approximately  the  amount  at  which  the  Portfolio  has  valued  it for
purposes of  calculating  the  Portfolio's  net asset  value,  taking into
account the  following  factors:  (1) the  frequency of trades and quotes;
(2) the  volatility  of  quotations  and trade  prices;  (3) the number of
dealers  willing  to  purchase  or sell the  security  and the  number  of
potential  purchasers;  (4)  dealer  undertakings  to make a market in the
security;   (5)  the  nature  of  the  security  and  the  nature  of  the
marketplace  trades  (e.g.,  the time  needed to dispose of the  security,
the method of soliciting offers,  and the mechanics of the transfer);  (6)
the rating of the security and the  financial  condition  and prospects of
the issuer;  and (7) other factors relevant to the Portfolio's  ability to
dispose  of the  security;  and (D) the  Advisor  should  have  reasonable
expectations  that  the  municipal  lease  obligation  will  maintain  its
liquidity throughout the time the instrument is held by the Portfolio.

Obligations with Puts Attached
         The  Portfolio  has  authority to purchase  securities at a price
which  would  result in a yield to  maturity  lower  than  that  generally
offered by the seller at the time of  purchase  when it can acquire at the
same  time the  right  to sell the  securities  back to the  seller  at an
agreed  upon  price at any time  during a stated  period  or on a  certain
date.  Such a right is  generally  denoted as a "put." The  Portfolio  may
not acquire  obligations  subject to puts if immediately  thereafter  with
respect  to  75% of the  total  amortized  cost  value  of its  short-term
assets,  the Portfolio  would have more than 5% of such assets invested in
securities  underlying puts from the same institution.  The Portfolio may,
however,  invest  up  to  10%  of  its  short-term  assets  in  securities
underlying  unconditional  puts from the same  institution.  Unconditional
puts are  readily  exercisable  in the event of a default  in  payment  of
principal or interest on the underlying securities.

Temporary Investments
         From  time  to  time  for  liquidity   purposes  or  pending  the
investment  of  the  proceeds  of  the  sale  of  Portfolio  shares,   the
Portfolio  may invest in and derive up to 20% of its income  from  taxable
short-term   obligations  of  the  U.S.   Government,   its  agencies  and
instrumentalities.  Interest earned from such taxable  investments will be
taxable  to  investors  as  ordinary   income  unless  the  investors  are
otherwise exempt from taxation.
         The  Portfolio   intends  to  minimize   taxable  income  through
investment,   when  possible,  in  short-term  tax-exempt  securities.  To
minimize  taxable  income,  the  Portfolio may also hold cash which is not
earning  income.  It is a fundamental  policy of the Portfolio that during
normal market  conditions  the  Portfolio's  assets be invested so that at
least 80% of the Portfolio's  annual income will be tax-exempt.  While the
Portfolio has the authority to invest in short-term  taxable  obligations,
the  Portfolio has not done so since its inception  and,  barring  unusual
market  conditions,  does not  expect in the  future to invest in  taxable
obligations.

When-Issued Purchases
         Securities  purchased on a when-issued  basis and the  securities
held in the  Portfolio  are subject to changes in market  value based upon
the  public's  perception  of  the  creditworthiness  of  the  issuer  and
changes in the level of interest  rates  (which will  generally  result in
both  changing  in  value  in  the  same  way,  i.e.,  both   experiencing
appreciation  when interest rates decline and  depreciation  when interest
rates rise).  Therefore,  if in order to achieve higher  interest  income,
the Portfolio remains  substantially  fully invested at the same time that
it has  purchased  securities  on a  when-issued  basis,  there  will be a
greater  possibility  that the market value of the Portfolio's  assets may
vary.  No new  when-issued  commitments  will be made by the  Portfolio if
more than 50% of the Portfolio's net assets would become so committed.
         When  the  time  comes  to pay for  when-issued  securities,  the
Portfolio will meet its  obligations  from then available cash flow,  sale
of  securities  or,  although it would not normally  expect to do so, from
sale of the  when-issued  securities  themselves  (which may have a market
value greater or less than the Portfolio's  payment  obligation).  Sale of
securities to meet such  obligations  carries with it a greater  potential
for the  realization  of capital  losses and  capital  gains which are not
exempt from federal income tax.

Transactions in Futures Contracts
         The  Portfolio  may  engage in the  purchase  and sale of futures
contracts on an index of municipal bonds or on U.S.  Treasury  securities,
or options on such  futures  contracts,  for hedging  purposes  only.  The
Portfolio  may sell such futures  contracts in  anticipation  of a decline
in the cost of  municipal  bonds it holds  or may  purchase  such  futures
contracts in  anticipation  of an increase in the value of municipal bonds
the  Portfolio  intends to acquire.  The  Portfolio  also is authorized to
purchase and sell other financial  futures  contracts which in the opinion
of the Investment  Advisor  provide an  appropriate  hedge for some or all
of the Portfolio's securities.
         Because of low initial  margin  deposits made upon the opening of
a futures position,  futures  transactions  involve substantial  leverage.
As a  result,  relatively  small  movements  in the  price of the  futures
contract can result in  substantial  unrealized  gains or losses.  Because
the  Portfolio  will engage in the purchase and sale of financial  futures
contracts  solely for hedging  purposes,  however,  any losses incurred in
connection  therewith  should,  if the hedging strategy is successful,  be
offset in whole or in part by  increases in the value of  securities  held
by the  Portfolio or decreases in the price of  securities  the  Portfolio
intends to acquire.
         Municipal  bond  index  futures  contracts  commenced  trading in
June 1985,  and it is  possible  that  trading in such  futures  contracts
will be less liquid than that in other futures  contracts.  The trading of
futures  contracts  and  options  thereon is  subject  to  certain  market
risks,  such as trading  halts,  suspensions,  exchange or clearing  house
equipment  failures,  government  intervention  or  other  disruptions  of
normal  trading  activity,  which  could at  times  make it  difficult  or
impossible to liquidate existing positions.
         The liquidity of a secondary  market in futures  contracts may be
further   adversely   affected  by  "daily   price   fluctuation   limits"
established  by contract  markets,  which limit the amount of  fluctuation
in the  price of a futures  contract  or  option  thereon  during a single
trading  day.  Once the daily limit has been reached in the  contract,  no
trades may be entered  into at a price beyond the limit,  thus  preventing
the  liquidation of open positions.  Prices of existing  contracts have in
the past moved the daily limit on a number of  consecutive  trading  days.
The  Portfolio  will  enter  into  a  futures  position  only  if,  in the
judgment  of the  Investment  Advisor,  there  appears  to be an  actively
traded secondary market for such futures contracts.
         The  successful  use of  transactions  in futures  contracts  and
options  thereon  depends  on the  ability  of the  Investment  Advisor to
correctly  forecast the direction  and extent of price  movements of these
instruments,  as well as price  movements  of the  securities  held by the
Portfolio  within a given time frame.  To the extent these  prices  remain
stable  during the period in which a futures  or option  contract  is held
by the  Portfolio,  or move in a direction  opposite to that  anticipated,
the Portfolio may realize a loss on the hedging  transaction  which is not
fully or partially  offset by an increase in the value of the  Portfolio's
securities.  As a result,  the  Portfolio's  total  return for such period
may be less than if it had not engaged in the hedging transaction.

Description of Financial Futures Contracts
         Futures  Contracts.  A futures contract obligates the seller of a
contract to deliver and the  purchaser  of a contract to take  delivery of
the type of  financial  instrument  called for in the contract or, in some
instances,  to make a cash  settlement,  at a specified  future time for a
specified  price.  Although  the  terms  of a  contract  call  for  actual
delivery or acceptance of securities,  or for a cash  settlement,  in most
cases the  contracts  are closed out before the delivery  date without the
delivery or acceptance  taking place.  The Portfolio  intends to close out
its futures contracts prior to the delivery date of such contracts.
         The Portfolio  may sell futures  contracts in  anticipation  of a
decline  in the value of its  investments  in  municipal  bonds.  The loss
associated  with  any such  decline  could be  reduced  without  employing
futures  as  a  hedge  by   selling   long-term   securities   and  either
reinvesting  the  proceeds in  securities  with shorter  maturities  or by
holding  assets  in  cash.  This  strategy,   however,  entails  increased
transaction  costs  in  the  form  of  brokerage  commissions  and  dealer
spreads and will  typically  reduce the  Portfolio's  average  yields as a
result of the shortening of maturities.
         The  purchase  or sale of a  futures  contract  differs  from the
purchase  or sale of a  security,  in that no price or  premium is paid or
received.  Instead,  an amount  of cash or  securities  acceptable  to the
Portfolio's   futures  commission   merchant  and  the  relevant  contract
market,  which  varies but is  generally  about 5% or less of the contract
amount,  must be  deposited  with  the  broker.  This  amount  is known as
"initial  margin,"  and  represents a "good  faith"  deposit  assuring the
performance  of both  the  purchaser  and the  seller  under  the  futures
contract.   Subsequent   payments  to  and  from  the  broker,   known  as
"variation  margin,"  are  required  to be made on a  daily  basis  as the
price  of the  futures  contract  fluctuates,  making  the  long or  short
positions in the futures  contract more or less valuable,  a process known
as "marking to the market."  Prior to the  settlement  date of the futures
contract,  the position  may be closed out by taking an opposite  position
which will operate to terminate  the position in the futures  contract.  A
final  determination of variation margin is then made,  additional cash is
required  to be paid  to or  released  by the  broker,  and the  purchaser
realizes  a loss  or  gain.  In  addition,  a  commission  is paid on each
completed purchase and sale transaction.
         The sale of financial futures  contracts  provides an alternative
means of  hedging  the  Portfolio  against  declines  in the  value of its
investments in municipal  bonds. As such values decline,  the value of the
Portfolio's  position  in the  futures  contracts  will tend to  increase,
thus  offsetting all or a portion of the  depreciation in the market value
of the  Portfolio's  fixed  income  investments  which are  being  hedged.
While the Portfolio will incur  commission  expenses in  establishing  and
closing out futures  positions,  commissions on futures  transactions  may
be  significantly  lower than  transaction  costs incurred in the purchase
and sale of fixed  income  securities.  In  addition,  the  ability of the
Portfolio  to  trade  in  the  standardized  contracts  available  in  the
futures  market  may  offer  a  more  effective  hedging  strategy  than a
program to reduce the average  maturing of  portfolio  securities,  due to
the  unique  and  varied  credit  and  technical  characteristics  of  the
municipal debt instruments  available to the Portfolio.  Employing futures
as a hedge may also  permit  the  Portfolio  to  assume a hedging  posture
without  reducing  the  yield  on  its  investments,  beyond  any  amounts
required to engage in futures trading.
         The  Portfolio  may  engage in the  purchase  and sale of futures
contracts on an index of municipal  securities.  These instruments provide
for the purchase or sale of a  hypothetical  portfolio of municipal  bonds
at a fixed price in a stated  delivery  month.  Unlike most other  futures
contracts,  however,  a municipal  bond index  futures  contract  does not
require  actual  delivery of securities  but results in a cash  settlement
based  upon the  difference  in value of the  index  between  the time the
contract was entered into and the time it is liquidated.
         The  municipal  bond  index  underlying  the  futures   contracts
traded  by  the  Portfolio  is  The  Bond  Buyer   Municipal  Bond  Index,
developed by The Bond Buyer and the Chicago  Board of Trade  ("CBT"),  the
contract  market on which the futures  contracts are traded.  As currently
structured,  the  index  is  comprised  of 40  tax-exempt  term  municipal
revenue  and general  obligation  bonds.  Each bond  included in the index
must be rated  either A- or higher by  Standard & Poor's or A or higher by
Moody's Investors  Service and must have a remaining  maturity of 19 years
or  more.   Twice  a  month  new   issues   satisfying   the   eligibility
requirements  are added to,  and an equal  number  of old  issues  will be
deleted  from,  the  index.  The  value  of the  index is  computed  daily
according  to a formula  based  upon the price of each bond in the  index,
as evaluated by four dealer-to-dealers brokers.
         The  Portfolio  may also  purchase and sell futures  contracts on
U.S.  Treasury  bills,  notes  and  bonds  for the same  types of  hedging
purposes.  Such futures  contracts  provide for delivery of the underlying
security at a specified  future time for a fixed  price,  and the value of
the futures  contract  therefore  generally  fluctuates  with movements in
interest rates.
         The municipal bond index futures  contract,  futures contracts on
U.S.  Treasury  securities  and  options  on such  futures  contracts  are
traded  on the CBT,  which,  like  other  contract  markets,  assures  the
performance  of the parties to each  futures  contract  through a clearing
corporation,   a   nonprofit   organization   managed   by  the   exchange
membership,  which is also  responsible  for handling daily  accounting of
deposits or withdrawals of margin.
         The  Portfolio  may also  purchase  financial  futures  contracts
when it is not fully  invested in municipal  bonds in  anticipation  of an
increase in the cost of securities the Portfolio  intends to purchase.  As
such securities are purchased,  an equivalent  amount of futures contracts
will be closed out. In a substantial  majority of these transactions,  the
Portfolio will purchase  municipal  bonds upon  termination of the futures
contracts.   Due  to  changing   market   conditions   and  interest  rate
forecasts,  however,  a  futures  position  may be  terminated  without  a
corresponding  purchase of  securities.  Nevertheless,  all  purchases  of
futures   contracts   by  the   Portfolio   will  be  subject  to  certain
restrictions, described below.
         Options on  Futures  Contracts.  An option on a futures  contract
provides the purchaser with the right,  but not the  obligation,  to enter
into  a long  position  in  the  underlying  futures  contract  (that  is,
purchase  the  futures  contract),  in the case of a "call"  option,  or a
short  position  (sell  the  futures  contract),  in the  case  of a "put"
option,  for a fixed price up to a stated  expiration  date. The option is
purchased  for  a  non-refundable   fee,  known  as  the  "premium."  Upon
exercise of the option,  the contract  market  clearing house assigns each
party  to the  option  an  opposite  position  in the  underlying  futures
contract.  In the event of  exercise,  therefore,  the parties are subject
to all of the risks of futures  trading,  such as  payment of initial  and
variation margin.  In addition,  the seller, or "writer," of the option is
subject  to  margin  requirements  on  the  option  position.  Options  on
futures  contracts  are  traded  on  the  same  contract  markets  as  the
underlying futures contracts.
         The Portfolio may purchase  options on futures  contracts for the
same  types  of  hedging  purposes  described  above  in  connection  with
futures   contracts.   For  example,   in  order  to  protect  against  an
anticipated  decline in the value of  securities  it holds,  the Portfolio
could  purchase put options on futures  contracts,  instead of selling the
underlying  futures  contracts.  Conversely,  in order to protect  against
the adverse  effects of  anticipated  increases in the costs of securities
to be  acquired,  the  Portfolio  could  purchase  call options on futures
contracts,  instead of purchasing the underlying  futures  contracts.  The
Portfolio  generally will sell options on futures  contracts only to close
out an existing position.
         The   Portfolio   will  not  engage  in   transactions   in  such
instruments  unless  and  until the  Investment  Advisor  determines  that
market  conditions  and the  circumstances  of the Portfolio  warrant such
trading.  To the extent the Portfolio  engages in the purchase and sale of
futures  contracts  or  options  thereon,  it  will  do so only at a level
which  is  reflective  of the  Investment  Advisor's  view of the  hedging
needs  of  the  Portfolio,   the  liquidity  of  the  market  for  futures
contracts and the anticipated  correlation  between movements in the value
of the  futures or option  contract  and the value of  securities  held by
the Portfolio.
         Restrictions  on the Use of  Futures  Contracts  and  Options  on
Futures  Contracts.  Under  regulations of the Commodity  Futures  Trading
Commission  ("CFTC"),  the futures  trading  activities  described  herein
will not result in the  Portfolio  being deemed to be a "commodity  pool,"
as  defined  under  such   regulations,   provided  that  certain  trading
restrictions  are  adhered to. In  particular,  CFTC  regulations  require
that all  futures  and  option  positions  entered  into by the  Portfolio
qualify  as  bona  fide  hedge   transactions,   as  defined   under  CFTC
regulations,  or,  in the case of long  positions,  that the value of such
positions  not  exceed  an  amount  of  segregated   funds  determined  by
reference  to certain  cash and  securities  positions  maintained  by the
Portfolio  and  accrued  profits  on  such  positions.  In  addition,  the
Portfolio may not purchase or sell any such  instruments  if,  immediately
thereafter,  the sum of the  amount  of  initial  margin  deposits  on the
Portfolio's  existing  futures  positions  would  exceed 5% of the  market
value of its net assets.
         When  the  Portfolio  purchases  a  futures  contract,   it  will
maintain an amount of cash,  cash  equivalents  (for  example,  commercial
paper and daily tender  adjustable  notes) or short-term  high-grade fixed
income   securities   in  a  segregated   account  with  the   Portfolio's
custodian,  so that the  amount so  segregated  plus the amount of initial
and  variation  margin held in the account of its broker equals the market
value  of the  futures  contract,  thereby  ensuring  that the use of such
futures is unleveraged.
         Risk  Factors  in   Transactions   in  Futures   Contracts.   The
particular  municipal bonds  comprising the index underlying the municipal
bond  index  futures  contract  may  vary  from  the  bonds  held  by  the
Portfolio.  In addition,  the securities  underlying  futures contracts on
U.S.  Treasury  securities  will not be the same as securities held by the
Portfolio.  As a result, the Portfolio's  ability effectively to hedge all
or a  portion  of the  value of its  municipal  bonds  through  the use of
futures  contracts  will  depend  in part on the  degree  to  which  price
movements  in the  index  underlying  the  municipal  bond  index  futures
contract,  or  the  U.S.  Treasury  securities  underlying  other  futures
contracts  trade,  correlate with price  movements of the municipal  bonds
held by the Portfolio.
         For example,  where prices of  securities in the Portfolio do not
move in the same  direction  or to the same  extent  as the  values of the
securities  or index  underlying a futures  contract,  the trading of such
futures  contracts may not effectively  hedge the Portfolio's  investments
and may result in trading  losses.  The  correlation  may be  affected  by
disparities  in  the  average  maturity,  ratings,   geographical  mix  or
structure of the Portfolio's  investments as compared to those  comprising
the index, and general  economic or political  factors.  In addition,  the
correlation  between  movements  in the  value of the index  underlying  a
futures  contract may be subject to change over time,  as additions to and
deletions  from the index  alter  its  structure.  In the case of  futures
contracts  on  U.S.   Treasury   securities  and  options   thereon,   the
anticipated  correlation  of price  movements  between  the U.S.  Treasury
securities  underlying  the futures or options and municipal  bonds may be
adversely   affected  by  economic,   political,   legislative   or  other
developments  that have a disparate  impact on the respective  markets for
such securities.  In the event that the Investment  Advisor  determines to
enter into  transactions  in financial  futures  contracts  other than the
municipal  bond  index  futures  contract  or  futures  on  U.S.  Treasury
securities,  the risk of imperfect  correlation  between  movements in the
prices of such futures  contracts  and the prices of municipal  bonds held
by the Portfolio may be greater.
         The  trading of futures  contracts  on an index also  entails the
risk of  imperfect  correlation  between  movements  in the  price  of the
futures  contract and the value of the underlying  index.  The anticipated
spread  between  the prices may be  distorted  due to  differences  in the
nature of the  markets,  such as margin  requirements,  liquidity  and the
participation  of  speculators  in  the  futures  markets.   The  risk  of
imperfect  correlation,  however,  generally  diminishes  as the  delivery
month specified in the futures contract approaches.
         Prior  to   exercise  or   expiration,   a  position  in  futures
contracts or options  thereon may be  terminated  only by entering  into a
closing  purchase or sale  transaction.  This requires a secondary  market
to the relevant  contract market.  The Portfolio will enter into a futures
or option position only if there appears to be a liquid  secondary  market
therefor,   although  there  can  be  no  assurance  that  such  a  liquid
secondary  market will exist for any  particular  contract at any specific
time.  Thus,  it may not be possible  to close out a position  once it has
been  established.  Under  such  circumstances,  the  Portfolio  could  be
required to make  continuing  daily cash  payments of variation  margin in
the  event  of  adverse  price  movements.   In  such  situation,  if  the
Portfolio  has  insufficient  cash,  it may be required to sell  portfolio
securities to meet daily variation  margin  requirements at a time when it
may be  disadvantageous  to do  so.  In  addition,  the  Portfolio  may be
required  to perform  under the terms of the  futures or option  contracts
it holds.  The  inability to close out futures or options  positions  also
could have an adverse  impact on the  Portfolio's  ability  effectively to
hedge its portfolio.
         When the  Portfolio  purchases  an option on a futures  contract,
its  risk  is  limited  to  the  amount  of  the  premium,   plus  related
transaction  costs,  although this entire amount may be lost. In addition,
in order to profit from the  purchase of an option on a futures  contract,
the  Portfolio  may be required to exercise the option and  liquidate  the
underlying  futures  contract,  subject  to the  availability  of a liquid
secondary  market.  The  trading  of options  on  futures  contracts  also
entails  the risk  that  changes  in the value of the  underlying  futures
contract  will  not be  fully  reflected  in  the  value  of  the  option,
although the risk of  imperfect  correlation  generally  tends to diminish
as the maturity  date of the futures  contract or  expiration  date of the
option approaches.
         "Trading  Limits"  or  "Position  Limits"  may also be imposed on
the  maximum  number of  contracts  which any  person  may hold at a given
time. A contract  market may order the  liquidation of positions  found to
be in  violation  of these  limits and it may impose  other  sanctions  or
restrictions.  The  Investment  Advisor  does  not  believe  that  trading
limits  will have any  adverse  impact on the  strategies  for hedging the
Portfolio's investments.
         Further,  the  trading  of  futures  contracts  is subject to the
risk  of the  insolvency  of a  brokerage  firm or  clearing  corporation,
which  could  make  it  difficult  or  impossible  to  liquidate  existing
positions or to recover excess variation margin payments.
         In addition to the risks of imperfect  correlation  and lack of a
liquid  secondary  market for such  instruments,  transactions  in futures
contracts  involve  risks  related to  leveraging  and the  potential  for
incorrect   forecasts  of  the  direction  and  extent  of  interest  rate
movements within a given time frame.

==========================================================================
                         INVESTMENT RESTRICTIONS
==========================================================================

Fundamental Investment Restrictions
         The   foregoing   investment   objective  and  policies  and  the
following  investment  restrictions  and  fundamental  policies may not be
changed  without the  consent of the holders of a majority of  outstanding
shares of the  Vermont  Municipal  Portfolio.  A  majority  of the  shares
means the  lesser of (i) 67% of the  shares  represented  at a meeting  at
which  more than 50% of the  outstanding  shares are  represented  or (ii)
more than 50% of the outstanding  shares. The Vermont Municipal  Portfolio
may not:
         (1) Purchase common stocks,  preferred stocks,  warrants
         or other equity securities;
         (2) Issue senior  securities,  borrow money,  or pledge,
         mortgage,  or hypothecate  its assets,  except as may be
         necessary to secure  borrowings from banks for temporary
         or emergency  (not  leveraging)  purposes and then in an
         amount  not  greater  than  10%  of  the  value  of  the
         Portfolio's  total assets at the time of the  borrowing.
         Investment  securities  will not be purchased  while any
         borrowings are outstanding;
         (3)  Sell  securities  short,   purchase  securities  on
         margin,  or  write  put  or  call  options,   except  as
         permitted in  connection  with  transactions  in futures
         contracts  and options  thereon.  See  "Transactions  in
         Futures  Contracts." The Portfolio reserves the right to
         purchase    securities    with   puts   attached.    See
         "Obligations with Puts Attached";
         (4) Underwrite  the securities of other issuers,  except
         to  the   extent   that  the   purchase   of   municipal
         obligations   in   accordance   with   the   Portfolio's
         investment objective and policies,  either directly from
         the issuer,  or from an underwriter  for an issuer,  may
         be deemed an underwriting;
         (5) Borrow  money,  except from banks for  temporary  or
         emergency  purposes and then only in an amount up to 10%
         of the value of the Portfolio's  total assets and except
         by engaging in reverse repurchase agreements;  provided,
         however,  that the  Portfolio may only engage in reverse
         repurchase  agreements so long as, at the time it enters
         into  a  reverse  repurchase  agreement,  the  aggregate
         proceeds    from    outstanding    reverse    repurchase
         agreements,  when added to other outstanding  borrowings
         permitted by this section,  do not exceed 33 1/3% of the
         Portfolio's   total  assets.  In  order  to  secure  any
         permitted  borrowings and reverse repurchase  agreements
         under this section,  the Portfolio may pledge,  mortgage
         or hypothecate its assets;
         (6)   Purchase   or  sell  real   estate,   real  estate
         investment  trust  securities,  commodities or commodity
         contracts, or oil and gas interests,  but this shall not
         prevent  the  Portfolio   from  investing  in  municipal
         obligations secured by real estate or interests therein;
         (7) Make loans to others,  except in accordance with the
         Portfolio's   investment   objective   and  policies  or
         pursuant to contracts  providing for the compensation of
         service providers by compensating balances;
         (8) Invest in  companies  for the purpose of  exercising
         control;  or invest in  securities  of other  investment
         companies,  except as they may be  acquired as part of a
         merger,  consolidation  or acquisition of assets,  or in
         connection   with   a   trustee's/director's    deferred
         compensation  plan,  as long as there is no  duplication
         of advisory fees;
         (9)   Invest   more  than  25%  of  its  assets  in  any
         particular  industry  or  industries,  except  that  the
         Portfolio  may  invest  more  than 25% of its  assets in
         obligations   issued   or   guaranteed   by   the   U.S.
         Government,    its   agencies   or    instrumentalities.
         Industrial  development  bonds,  where  the  payment  of
         principal   and  interest  is  the   responsibility   of
         companies   within  the  same   industry,   are  grouped
         together as an "industry";
         (10)  Invest  more  than 5% of the  value  of its  total
         assets in securities  where the payment of principal and
         interest   is  the   responsibility   of  a  company  or
         companies with less than three years' operating history.

Non-Fundamental Investment Restrictions
         The  following  operating  (i.e.,   non-fundamental)   investment
         policies  and  restrictions  may be  changed  by  the  Board  
         of  Trustees without shareholder approval. The Portfolio may not:
         (1) Purchase or retain  securities  of any issuer if the
         officers,  directors  or  trustees  of Calvert  Tax-Free
         Reserves or its Advisor,  owning  beneficially more than
         1/2 of 1% of the outstanding  securities of such issuer,
         together   own   beneficially   more  than  5%  of  such
         outstanding securities;
         (2)  Purchase  illiquid  securities  if more than 10% of
         the  value  of  the  Portfolio's  net  assets  would  be
         invested in such securities.

==========================================================================
                 CONSIDERATIONS FOR INVESTING IN VERMONT
==========================================================================

         Since the  Portfolio  attempts  to invest at least 65  percent of
its  assets in  Vermont  Municipal  Obligations,  the  performance  of the
Portfolio  may be affected  by local  economic  conditions.  The state has
experienced   recession  with  the  national  economy,   and  took  strong
measures  (raising taxes and cutting  spending) two years ago to deal with
the  deficit.  Good  progress  has been made in  reducing  the  continuing
deficit.   The  Vermont  economy  has  now  started  a  gradual  recovery,
although  it lags  behind  the  national  economy  and  continues  to face
revenue  shortfalls.  The state is now  addressing the issues of education
and  health  care  reform  and will  most  likely  be  seeking  additional
revenues.  Still,  most  analysts  believe  the state's  credit  rating is
stable.  As with any small state,  there is less  flexibility in selecting
investments,  since  there  are only a few  municipal  issuers.  Thus,  in
order to meet the Portfolio's  diversification  requirements,  the Advisor
may have to  purchase  eligible  investments  it  otherwise  would not, or
sell investments it would prefer to keep.

==========================================================================
                   PURCHASES AND REDEMPTIONS OF SHARES
==========================================================================

         Share  certificates  will  not  be  issued  unless  requested  in
writing  by the  investor.  No charge  will be made for share  certificate
requests. No certificates will be issued for fractional shares.
         Amounts  redeemed  by  check  redemption  may  be  mailed  to the
investor  without charge.  Amounts of more than $50 and less than $300,000
may be transferred  electronically  at no charge to the investor.  Amounts
of $1,000 or more will be  transmitted  by wire,  without  charge,  to the
investor's  account at a domestic  commercial bank that is a member of the
Federal  Reserve  System  or to a  correspondent  bank.  A charge of $5 is
imposed on wire transfers of less than $1,000.  If the investor's  bank is
not a Federal  Reserve  System member,  failure of immediate  notification
to  that  bank by the  correspondent  bank  could  result  in a  delay  in
crediting the funds to the investor's bank account.
         Telephone   redemption   requests   which   would   require   the
redemption  of shares  purchased  by check or  electronic  funds  transfer
within  the  previous  10  business  days  may not be  honored.  The  Fund
reserves the right to modify the telephone redemption privilege.
         To change  redemption  instructions  already given,  shareholders
must send a written  notice to Calvert Group,  c/o NFDS,  6th Floor,  1004
Baltimore,  Kansas City,  MO 64105,  with a voided copy of a check for the
bank  wiring  instructions  to  be  added.  If a  voided  check  does  not
accompany  the request,  then the request must be signature  guaranteed by
a commercial bank,  savings and loan  association,  trust company,  member
firm of any  national  securities  exchange,  or  certain  credit  unions.
Further  documentation  may be required  from  corporations,  fiduciaries,
and institutional investors.
         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  SEC,  or  if  the   Commission  has  ordered  such  a
suspension for the  protection of  shareholders.  Redemption  proceeds are
normally  mailed or wired the next business day after a proper  redemption
request has been  received,  unless  redemptions  have been  suspended  or
postponed as described above.

   
         Redemption  proceeds  are  normally  paid in cash.  However,  the
Portfolio  has the right to redeem  shares in assets  other  than cash for
redemption  amounts  exceeding,  in any 90-day  period,  $250,000 or 1% of
the net asset value of the Portfolio, whichever is less.
    

==========================================================================
                     REDUCED SALES CHARGES (CLASS A)
==========================================================================

         The  Portfolio  imposes  reduced sales charges for Class A shares
in certain  situations in which the Principal  Underwriter and the dealers
selling  Portfolio shares may expect to realize  significant  economies of
scale with respect to such sales.  Generally,  sales costs do not increase
in  proportion  to the dollar  amount of the shares sold;  the  per-dollar
transaction  cost for a sale to an investor of shares worth,  say,  $5,000
is  generally  much higher than the  per-dollar  cost for a sale of shares
worth  $1,000,000.  Thus,  the  applicable  sales  charge  declines  as  a
percentage  of the  dollar  amount of  shares  sold as the  dollar  amount
increases.
         When a  shareholder  agrees to make  purchases  of shares  over a
period of time totaling a certain  dollar  amount  pursuant to a Letter of
Intent,  the  Underwriter  and  selling  dealers can expect to realize the
economies  of  scale  applicable  to that  stated  goal  amount.  Thus the
Portfolio  imposes  the  sales  charge  applicable  to  the  goal  amount.
Similarly,  the  Underwriter  and selling  dealers  also  experience  cost
savings when dealing with  existing Fund  shareholders,  enabling the Fund
to  afford  existing   shareholders   the  Right  of   Accumulation.   The
Underwriter  and selling  dealers can also expect to realize  economies of
scale when making sales to the members of certain  qualified  groups which
agree to facilitate  distribution  of Portfolio  shares to their  members.
See "Exhibit A - Reduced Sales Charges" in the Prospectus.

==========================================================================
                       DIVIDENDS AND DISTRIBUTIONS
==========================================================================

         The  Portfolio  declares  and pays  monthly  dividends of its net
income to  shareholders  of record  as of the  close of  business  on each
designated  monthly  record date. Net  investment  income  consists of the
interest  income  earned on  investments  (adjusted  for  amortization  of
original issue discounts or premiums or market  premiums),  less estimated
expenses. Dividends and distributions paid may differ among the classes.
         Dividends  are  automatically  reinvested  at net asset  value in
additional  shares.  Shareholders  may elect to have their  dividends  and
distributions  paid  out  monthly  in cash.  Capital  gains,  if any,  are
normally  paid  once a year and will be  automatically  reinvested  at net
asset value in additional  shares,  unless you choose  otherwise.  You may
elect to have your dividends and  distributions  paid out monthly in cash.
You may also request to have your  dividends  and  distributions  from the
Portfolio  invested  in shares  of any other  Calvert  Group  Fund,  to be
invested in that Fund or Portfolio  without a sales  charge.  If you elect
to have dividends and/or  distributions  paid in cash, and the U.S. Postal
Service  cannot  deliver  the  check,  or if it remains  uncashed  for six
months,  it,  as well  as  future  dividends  and  distributions,  will be
reinvested in additional shares.

==========================================================================
                               TAX MATTERS
==========================================================================

   
         In 1995 the  Portfolio  did  qualify  and in 1996  the  Portfolio
intends to qualify as a "regulated  investment  company" under  Subchapter
M  of  the  Internal  Revenue  Code,  as  amended  (the  "Code").   By  so
qualifying,  the Portfolio  will not be subject to federal income tax, nor
to the  federal  excise  tax  imposed by the Code,  to the extent  that it
distributes its net investment income and realized capital gains.
    

         The  Portfolio's  dividends of net investment  income  constitute
exempt-interest   dividends  on  which   shareholders  are  not  generally
subject to federal or Vermont state income tax;  however,  under the Code,
dividends  attributable  to interest  on certain  private  activity  bonds
must be included in federal  alternative  minimum  taxable  income for the
purpose  of  determining  liability  (if  any)  for  individuals  and  for
corporations.  The  Portfolio's  dividends  derived from taxable  interest
and  distributions  of net short-term  capital gains whether taken in cash
or  reinvested  in  additional  shares,  are  taxable to  shareholders  as
ordinary  income and do not qualify for the dividends  received  deduction
for corporations.
         The Code  provides  that  interest  on  indebtedness  incurred or
continued in order to purchase or carry  shares of a regulated  investment
company which  distributes  exempt-interest  dividends  during the year is
not  deductible.  Furthermore,  entities or persons  who are  "substantial
users"  (or  persons  related  to   "substantial   users")  of  facilities
financed by private  activity  bonds  should  consult  their tax  advisers
before  purchasing  shares  of  the  Portfolio.   "Substantial   user"  is
generally  defined as including a "non-exempt  person" who regularly  uses
in trade or business a part of a facility  financed  from the  proceeds of
private activity bonds.
         Investors  should  note that the Code may  require  investors  to
exclude  the  initial  sales  charge,  if  any,  paid on the  purchase  of
Portfolio  shares  from the tax basis of those  shares if the  shares  are
exchanged  for shares of  another  Calvert  Group  Fund  within 90 days of
purchase.  This  requirement  applies  only to the extent that the payment
of the  original  sales  charge on the  shares of the  Portfolio  causes a
reduction  in the sales  charge  otherwise  payable  on the  shares of the
Calvert  Group Fund  acquired in the  exchange,  and  investors  may treat
sales charges  excluded from the basis of the original  shares as incurred
to acquire the new shares.
         The  Portfolio  is  required  to  withhold  31% of any  long-term
capital gain dividends and 31% of each  redemption  transaction  occurring
in the  Portfolio  if: (a) the  shareholder's  social  security  number or
other  taxpayer  identification  number  ("TIN")  is not  provided,  or an
obviously  incorrect  TIN  is  provided;  (b)  the  shareholder  does  not
certify  under   penalties  of  perjury  that  the  TIN  provided  is  the
shareholder's  correct  TIN and that the  shareholder  is not  subject  to
backup  withholding  under  section  3406(a)(1)(C)  of the Code because of
underreporting  (however,  failure  to  provide  certification  as to  the
application   of  section   3406(a)(1)(C)   will  result  only  in  backup
withholding on capital gain  dividends,  not on  redemptions);  or (c) the
Fund is notified by the  Internal  Revenue  Service  that the TIN provided
by the shareholder is incorrect or that there has been  underreporting  of
interest or  dividends  by the  shareholder.  Affected  shareholders  will
receive statements at least annually specifying the amount withheld.
         In  addition,   the  Portfolio  is  required  to  report  to  the
Internal  Revenue  Service  the  following  information  with  respect  to
redemption  transactions  in the Portfolio:  (a) the  shareholder's  name,
address,  account  number  and  taxpayer  identification  number;  (b) the
total  dollar  value  of  the   redemptions;   and  (c)  the   Portfolio's
identifying CUSIP number.
         Certain  shareholders  are,  however,   exempt  from  the  backup
withholding  and  broker  reporting   requirements.   Exempt  shareholders
include: corporations;  financial institutions;  tax-exempt organizations;
individual   retirement   plans;  the  U.S.,  a  State,  the  District  of
Columbia,  a U.S.  possession,  a  foreign  government,  an  international
organization,  or any political subdivision,  agency or instrumentality of
any of the foregoing U.S.  registered  commodities or securities  dealers;
real estate  investment  trusts;  registered  investment  companies;  bank
common trust funds;  certain  charitable trusts; and foreign central banks
of issue.  Non-resident  aliens also are  generally  not subject to either
requirement  but,  along with  certain  foreign  partnerships  and foreign
corporations,  may instead be subject to  withholding  under  section 1441
of the Code.  Shareholders  claiming exemption from backup withholding and
broker   reporting   should  call  or  write  the  Portfolio  for  further
information.

==========================================================================
                           VALUATION OF SHARES
==========================================================================

         The  Portfolio's   assets  are  normally  valued   utilizing  the
average  bid  dealer  market  quotation  as  furnished  by an  independent
pricing service.  Securities and other assets for which market  quotations
are not  readily  available  are valued  based on the  current  market for
similar  securities  or  assets,  as  determined  in  good  faith  by  the
Portfolio's  Advisor under the  supervision of the Board of Trustees.  The
Portfolio  determines  the net asset  value of its shares  every  business
day at 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  Portfolio  does 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, Good Friday,
Memorial  Day,   Independence   Day,  Labor  Day,   Thanksgiving  Day  and
Christmas Day.
         Valuations,   market   quotations  and  market   equivalents  are
provided the Portfolio by Kenny S&P Evaluation  Services,  a subsidiary of
McGraw-Hill.  The use of Kenny as a pricing  service by the  Portfolio has
been approved by the Board of Trustees.  Valuations  provided by Kenny are
determined  without  exclusive  reliance  on quoted  prices  and take into
consideration  appropriate  factors  such as  institution-size  trading in
similar  groups of  securities,  yield,  quality,  coupon rate,  maturity,
type of issue, trading characteristics, and other market data.

   
Net Asset Value and Offering Price Per Share
         Class A net asset value per share
         ($60,203,303/3,621,399 shares)                       $16.62
         Maximum sales charge
         (3.75% of Class A offering price)                      0.65
         Offering price per Class A share                     $17.27


         Class C net asset value and offering price per share
         ($394,404/24,027 shares)                             $16.42
    
==========================================================================
                  CALCULATION OF YIELD AND TOTAL RETURN
==========================================================================

   
         From time to time, the Portfolio  advertises its "total  return."
Total  return is  calculated  separately  for each class.  Total return is
historical in nature and is not intended to indicate  future  performance.
Total  return will be quoted for the most recent  one-year  period and the
period  from  inception  of the  Portfolio's  offering  of  shares.  Total
return  quotations  for  periods  in  excess  of one  year  represent  the
average  annual  total  return for the period  included in the  particular
quotation.  Total  return is a  computation  of the  Portfolio's  dividend
yield  plus or  minus  realized  or  unrealized  capital  appreciation  or
depreciation,   less  fees  and  expenses.  All  total  return  quotations
reflect the  deduction of the  Portfolio's  maximum sales charge for Class
A shares,  except  quotations of "return  without  maximum load," which do
not  deduct the sales  charge.  Thus,  in the  formula  below,  for return
without  maximum  load,  P  =  the  entire  $1,000  hypothetical   initial
investment  and does not reflect the deduction of any sales charge.  Note:
"Total  Return"  as  quoted in the  Financial  Highlights  section  of the
Fund's  Prospectus  and Annual Report to  Shareholders,  however,  per SEC
instructions,  does  not  reflect  deduction  of  the  sales  charge,  and
corresponds  to  "return  without  maximum  load" as  referred  to herein.
Return without maximum load should be considered  only by investors,  such
as  participants  in certain  pension plans, to whom the sales charge does
not apply,  or for purposes of  comparison  only with  comparable  figures
which also do not reflect sales charges,  such as Lipper  averages.  Total
return is computed according to the following formula:
    

                              P(1 +T)n = ERV

where P = a  hypothetical  initial  payment  of $1,000  (less the  maximum
sales  charge  imposed  during  the  period);  T =  average  annual  total
return;  n = number of years and ERV = the  ending  redeemable  value of a
hypothetical  $1,000  payment  made  at the  beginning  of the 1, 5, or 10
year  periods  at  the  end  of  such  periods  (or  portions  thereof  if
applicable).
         Returns  for  the one  year  period  and  period  from  inception
(Class A, April 1, 1991; Class C, March 1, 1994) are as follows:

   
                  Class A Shares        Class A Shares        Class C
Shares
                  With Max. Load        W/O Max. Load


One Year          10.54%                14.86%                12.88%
From Inception    7.19%                 8.05%                 5.07%
    

         The Portfolio  also  advertises,  from time to time,  its "yield"
and "tax equivalent  yield." As with total return,  both yield figures are
historical and are not intended to indicate  future  performance.  "Yield"
quotations    for   each   class   refer   to   the   aggregate    imputed
yield-to-maturity  of each of the  Portfolio's  investments  based  on the
market  value  as of the  last  day of a  given  thirty-day  or  one-month
period,  less  expenses  (net of  reimbursement),  divided by the  average
daily number of outstanding  shares  entitled to receive  dividends  times
the  maximum  offering  price on the last day of the  period  (so that the
effect of the sales  charge is  included in the  calculation),  compounded
on a "bond  equivalent," or semi-annual,  basis. The Portfolio's  yield is
computed according to the following formula:

                           Yield = 2[(+1)6 - 1]

where a = dividends and interest  earned  during the period;  b = expenses
accrued  for the period  (net of  reimbursement);  c = the  average  daily
number of shares  outstanding  during the  period  that were  entitled  to
receive  dividends;  and d = the maximum  offering  price per share on the
last day of the period.

   
         The tax  equivalent  yield  is the  yield  an  investor  would be
required  to obtain  from  taxable  investments  to equal the  Portfolio's
yield,  all or a  portion  of which  may be  exempt  from  federal  income
taxes.  The tax  equivalent  yield is  computed  per class by  taking  the
portion of the yield exempt from federal  income tax and  multiplying  the
exempt  yield by a  factor  based  upon a stated  income  tax  rate,  then
adding the  portion of the yield that is not exempt  from  federal  income
taxes.  The factor which is used to calculate the tax equivalent  yield is
the reciprocal of the difference  between 1 and the applicable  income tax
rates,  which  will be stated  in the  advertisement.  For the  thirty-day
period ended  December 31, 1995,  the  Portfolio  yield for Class A Shares
was 4.60% and its federal tax  equivalent  yield was 7.18% for an investor
in the 36% federal  income tax  bracket,  and 7.65% for an investor in the
39.6%  federal  income tax  bracket.  For the same  period,  the yield for
Class C Shares was 3.49% and its  federal tax  equivalent  yield was 5.45%
for an investor in the 36% federal  income tax  bracket,  and 5.80% for an
investor in the 39.6% federal income tax bracket.
    

==========================================================================
                               ADVERTISING
==========================================================================

         The Fund or its affiliates may provide  information  such as, but
not limited to, the economy,  investment climate,  investment  principles,
sociological  conditions  and political  ambiance.  Discussion may include
hypothetical  scenarios or lists of relevant  factors  designed to aid the
investor  in  determining   whether  the  Fund  is  compatible   with  the
investor's  goals.  The Fund may list portfolio  holdings or give examples
or  securities  that  may  have  been  considered  for  inclusion  in  the
Portfolio, whether held or not.
         The Fund or its  affiliates  may supply  comparative  performance
data and rankings from  independent  sources such as Donoghue's Money Fund
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services,
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street
Journal,  and  Schabacker  Investment   Management,   Inc.  Such  averages
generally  do not reflect any front- or back-end  sales  charges  that may
be  charged  by Funds  in that  grouping.  The  Fund may also  cite to any
source,  whether  in  print or  on-line,  such as  Bloomberg,  in order to
acknowledge  origin of  information.  The Fund may  compare  itself or its
portfolio  holdings  to  other  investments,  whether  or  not  issued  or
regulated  by the  securities  industry,  including,  but not  limited to,
certificates  of deposit and Treasury  notes.  The Fund, its Advisor,  and
its  affiliates  reserve the right to update  performance  rankings as new
rankings become available.

==========================================================================
                          TRUSTEES AND OFFICERS
==========================================================================

   
         RICHARD  L.  BAIRD,  JR.,  Trustee.  Mr.  Baird  is  Director  of
Finance for the Family Health Council,  Inc. in Pittsburgh,  Pennsylvania,
a  non-profit   corporation  which  provides  family  planning   services,
nutrition,  maternal/child  health  care,  and  various  health  screening
services.  Mr.  Baird  is a  trustee/director  of each  of the  investment
companies  in the  Calvert  Group of  Funds,  except  for  Acacia  Capital
Corporation,  Calvert New World Fund and Calvert  World Values Fund.  Age:
47. Address: 211 Overlook Drive, Pittsburgh, Pennsylvania 15216.
         FRANK H. BLATZ,  JR.,  Esq.,  Trustee.  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.
Age: 59.  Address:  308 East Broad  Street,  PO Box 2007,  Westfield,  New
Jersey 07091.
         FREDERICK T. BORTS,  M.D.,  Trustee.  Dr. Borts is a  radiologist
with Kaiser  Permanente.  Prior to that, he was a radiologist at Bethlehem
Medical  Imaging  in  Allentown,  Pennsylvania.  Age:  46.  Address:  2040
Nuuanu Avenue #1805, Honolulu, Hawaii, 96817.
         1 CHARLES E. DIEHL,  Trustee.  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.  Age: 73.  Address:
1658 Quail Hollow Court, McLean, Virginia 22101.
         DOUGLAS E. FELDMAN,  M.D.,  Trustee.  Dr. Feldman  practices head
and neck  reconstructive  surgery in the  Washington,  D.C.,  metropolitan
area. Age: 47. Address: 7536 Pepperell Drive, Bethesda, Maryland 20817.
         PETER W.  GAVIAN,  CFA,  Trustee.  Mr.  Gavian was a principal of
Gavian De Vaux  Associates,  an  investment  banking firm. He continues to
be  President  of with  Corporate  Finance of  Washington,  Inc.  Age: 63.
Address: 3005 Franklin Road North, Arlington, Virginia 22201.
         JOHN G.  GUFFEY,  JR.,  Trustee.  Mr.  Guffey is  chairman of the
Calvert  Social  Investment   Foundation,   organizing   director  of  the
Community Capital Bank in Brooklyn,  New York, and a financial  consultant
to various  organizations.  In addition, he is a Director of the Community
Bankers  Mutual Fund of Denver,  Colorado,  and the Treasurer and Director
of Silby,  Guffey,  and Co., Inc., a venture capital firm. Mr. Guffey is a
trustee/director  of  each  of  the  other  investment  companies  in  the
Calvert  Group  of  Funds,  except  for  Acacia  Capital  Corporation  and
Calvert New World Fund.  Age:  47.  Address:  7205  Pomander  Lane,  Chevy
Chase, Maryland 20815.
         ARTHUR  J.  PUGH,  Trustee.  Mr.  Pugh  serves as a  Director  of
Acacia Federal  Savings Bank.  Age: 58.  Address:  4823  Prestwick  Drive,
Fairfax, Virginia 22030.
         1 DAVID  R.  ROCHAT,  Senior  Vice  President  and  Trustee.  Mr.
Rochat is Executive  Vice President of Calvert Asset  Management  Company,
Inc.,  Director  and  Secretary  of  Grady,  Berwald  and Co.,  Inc.,  and
Director and President of Chelsea Securities,  Inc. Age: 58. Address:  Box
93, Chelsea, Vermont 05038.
         1   D.   WAYNE   SILBY,   Esq.,   Trustee.   Mr.   Silby   is   a
trustee/director  of  each  of the  investment  companies  in the  Calvert
Group of Funds,  except for Acacia  Capital  Corporation  and  Calvert New
World Fund.  Mr. Silby is an officer,  director and  shareholder of Silby,
Guffey &  Company,  Inc.,  which  serves as  general  partner  of  Calvert
Social  Venture  Partners  ("CSVP").   CSVP  is  a  venture  capital  firm
investing in socially  responsible small companies.  He is also a Director
of Acacia  Mutual Life  Insurance  Company.  Age: 47.  Address:  1715 18th
Street, N.W., Washington, D.C. 20009.
         1 CLIFTON S. SORRELL,  JR.,  President and Trustee.  Mr.  Sorrell
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.   He  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. Age: 54.
         1 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. Age: 46.
         1 RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer  is
Senior Vice  President  and  Controller  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. Age: 43.
         1 WILLIAM  M.  TARTIKOFF,  Esq.,  Vice  President  and  Assistant
Secretary.  Mr.  Tartikoff  is  an  officer  of  each  of  the  investment
companies  in the Calvert  Group of Funds,  and is Senior Vice  President,
Secretary,  and General  Counsel of Calvert  Group,  Ltd., and each of its
subsidiaries.  Mr.  Tartikoff  is also 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.  Age:
48.
         1 EVELYNE S. STEWARD,  Vice President.  Ms. Steward is a director
and Senior  Vice  President  of Calvert  Group,  Ltd.,  and a director  of
Calvert-Sloan  Advisers,  L.L.C. She is the sister of Philip J. Schewetti,
the portfolio manager of the CSIF Equity Portfolio. Age: 43.
         1 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. Age: 45.
         1 SUSAN WALKER BENDER, Esq.,  Assistant Secretary.  Ms. Bender is
Associate  General  Counsel of Calvert Group,  Ltd. 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. Age: 37.
___________
1Officers and trustees deemed to be "interested persons" of the Fund
under the Investment Company Act of 1940, by virtue of their affiliation
with the Fund's Advisor.
    


         Each  of  the  above   directors/trustees   and   officers  is  a
director/trustee  or officer of each of the  investment  companies  in the
Calvert  Group of Funds with the  exception of Calvert  Social  Investment
Fund,  of which only Messrs.  Baird,  Guffey,  Silby and Sorrell are among
the trustees,  Acacia Capital  Corporation,  of which only Messrs.  Blatz,
Diehl,  Pugh and Sorrell are among the  directors,  Calvert  World  Values
Fund,  Inc.,  of which only  Messrs.  Guffey,  Silby and Sorrell are among
the  directors,  and Calvert New World Fund,  Inc.,  of which only Messrs.
Sorrell  and  Martini are among the  directors.  The address of  directors
and officers,  unless  otherwise noted, is 4550 Montgomery  Avenue,  Suite
1000N,  Bethesda,  Maryland 20814.  Trustees and officers of the Fund as a
group own less than 1% of each Fund's outstanding shares.

   
         The Audit  Committee  of the Board is composed of Messrs.  Baird,
Blatz,  Feldman,  Guffey and Pugh. The Board's Investment Policy Committee
is composed of Messrs. Borts, Diehl, Gavian, Rochat, Silby and Sorrell.
         During  fiscal  1995,  trustees of the Fund not  affiliated  with
the Fund's  Advisor  were paid  $5,493 by the  Portfolio.  Trustees of the
Fund not affiliated  with the Advisor  presently  receive an annual fee of
$20,250  for  service as a member of the Board of  Trustees of the Calvert
Group of  Funds,  and a fee of $750 to $1200  for  each  regular  Board or
Committee meeting  attended;  such fees are allocated among the respective
Funds on the basis of net assets.
    

         Trustees of the Fund not  affiliated  with the Fund's Advisor may
elect to defer  receipt  of all or a  percentage  of their fees and invest
them in any fund in the  Calvert  Family  of Funds  through  the  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,  and  will  ensure  that  there is no  duplication  of
advisory fees.

<PAGE>
<TABLE>
<CAPTION>

                        Trustee Compensation Table


   
                      Aggregate       Pension or Retirement Total Compensation
Fiscal Year           Compensation    Benefits Accrued      from
1995 (unaudited       from Registrant as part of            Registrant and Fund
numbers)              for service     Registrant            Complex paid to 
                      as Trustee      Expenses<F1>          Trustees<F2>      
Name of Trustee

<S>                    <C>            <C>                   <C>  

Richard L. Baird, Jr. $25,831         $0                    $33,450
Frank H. Blatz, Jr.   $26,042         $26,042               $36,801
Frederick T. Borts    $20,135         $0                    $25,050
Charles E. Diehl      $25,058         $25,058               $35,101
Douglas E. Feldman    $24,494         $0                    $30,600
Peter W. Gavian       $24,862         $7,458                $31,951
John G. Guffey, Jr.   $24,861         $0                    $40,450
Arthur J. Pugh        $26,792         $0                    $36,801
D. Wayne Silby        $23,878         $0                    $47,965


<FN>
<F1> Messrs. Blatz, Diehl, Gavian, and Pugh have chosen to defer a portion
of their compensation. As of December 31, 1995, total deferred
compensation, including dividends and capital appreciation, was
$415,719, $337,395, $89,054, and $150,841, for each trustee,
respectively.
<F2> As of December 31, 1995. The Fund Complex consists of eight (8)
registered investment companies.
</FN>
    
</TABLE>

==========================================================================
                            INVESTMENT ADVISOR
==========================================================================

         The  Fund's  Investment   Advisor  is  Calvert  Asset  Management
Company,  Inc., 4550 Montgomery Avenue,  Suite 1000N,  Bethesda,  Maryland
20814,  a subsidiary  of Calvert  Group,  Ltd.,  which is a subsidiary  of
Acacia Mutual Life Insurance Company of Washington, D.C.
         The  Advisory  Contract  between  the Fund and the  Advisor  will
remain in effect  indefinitely,  provided continuance is approved at least
annually  by the vote of the  holders  of a  majority  of the  outstanding
shares of the Fund, or by the Trustees of the Fund;  and further  provided
that  such  continuance  is  also  approved  annually  by  the  vote  of a
majority of the  Trustees of the Fund who are not parties to the  Contract
or  interested  persons  of such  parties,  cast in  person  at a  meeting
called for the purpose of voting on such  approval.  The  Contract  may be
terminated  without  penalty  by either  party on 60 days'  prior  written
notice; it automatically terminates in the event of its assignment.
      Under  the  Contract,   the  Advisor   manages  the  investment  and
reinvestment  of the Fund's  assets,  subject to the direction and control
of the Fund's Board of Trustees.  For its services,  the Advisor  receives
from the  Portfolio  an annual fee of 0.60% of the first  $500  million of
the Portfolio's  average daily net assets,  0.50% of the next $500 million
of such assets, and 0.40% of all such assets over $1 billion.
         The advisory  fee is payable  monthly.  The Advisor  reserves the
right  (i) to waive  all or a part of its fee and (ii) to  compensate,  at
its expense,  broker-dealers  in  consideration  of their  promotional and
administrative services.

   
         The  Advisor  provides  the  Fund  with  investment   advice  and
research,  pays  the  salaries  and  fees of all  Trustees  and  executive
officers of the Fund who are  principals of the Advisor,  and pays certain
Fund  advertising  and  promotional  expenses.  The Fund  pays  all  other
administrative  and  operating   expenses,   including:   custodial  fees;
shareholder  servicing;  dividend  disbursing  and  transfer  agency fees;
administrative  service fees;  federal and state  securities  registration
fees;  insurance  premiums;  trade association dues;  interest,  taxes and
other business fees;  legal and audit fees; and brokerage  commissions and
other  costs   associated   with  the   purchase  and  sale  of  portfolio
securities.  The  gross  advisory  fees  paid  to the  Advisor  under  the
advisory  contract  for  the  1993,  1994,  and  1995  fiscal  years  were
$362,425, $403,442, and $374,867, respectively.
         The  Advisor  has  agreed  to  reimburse  the  Portfolio  for all
expenses  (exclusive  of  brokerage,  taxes,  interest  and  extraordinary
items) exceeding the most restrictive  expense  limitation of those states
in which the  Portfolio's  shares are  qualified  for sale.  For the 1993,
1994, and 1995 fiscal  periods,  the  reimbursement  was $0,  $2,771,  and
$4,473, respectively.
    

==========================================================================
                         ADMINISTRATIVE SERVICES
==========================================================================

   
         Calvert  Shareholder  Services,  Inc., a wholly-owned  subsidiary
of Calvert  Group,  Ltd., has been retained by the Fund to act as transfer
agent,  dividend  disbursing agent and shareholder  servicing agent. These
responsibilities   include:   responding  to  shareholder   inquiries  and
instructions   concerning   their   accounts;   crediting   and   debiting
shareholder  accounts for purchases and  redemptions  of Portfolio  shares
and confirming such transactions;  daily updating of shareholder  accounts
to  reflect  declaration  and  payment of  dividends;  and  preparing  and
distributing   monthly  and/or   quarterly   statements  to   shareholders
regarding  their  accounts.   For  such  services,   Calvert   Shareholder
Services,  Inc., receives  compensation based on the number of shareholder
accounts and the number of  transactions.  The fees paid by the  Portfolio
to Calvert Shareholder  Services,  Inc. for fiscal periods 1993, 1994, and
1995 were $16,449, $25,933, and $28,325, respectively.
         Calvert   Administrative   Services   Company,   a   wholly-owned
subsidiary  of  Calvert  Group,  Ltd.,  has been  retained  by the Fund to
provide certain  administrative  services  necessary to the conduct of the
Fund's  affairs.  Such services  include the  preparation of corporate and
regulatory  reports  and  filings,  portfolio  accounting,  and the  daily
determination  of net  investment  income  and net asset  value per share.
Calvert  Administrative  Services  Company  receives a fee of $200,000 per
year  for  providing  such  services  to the  Fund,  allocated  among  the
Portfolios  based on assets.  The service  fees paid by the  Portfolio  to
Calvert  Administrative  Services  Company for fiscal periods 1993,  1994,
and 1995 were $4,413, $5,059, and $4,648, respectively.
    

==========================================================================
                  INDEPENDENT ACCOUNTANTS AND CUSTODIANS
==========================================================================

   
         Coopers  &  Lybrand,  L.L.P.  has been  selected  by the Board of
Trustees to serve as  independent  accountants of the Fund for fiscal year
1996.  The  Merchants  Trust  Company,  164  College  Street,  Burlington,
Vermont 08401,  acts as custodian of the  Portfolio'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.
Neither  custodian  has any part in deciding  the  Portfolio's  investment
policies or the choice of  securities  that are to be purchased or sold by
the Portfolio.
    

==========================================================================
                          METHOD OF DISTRIBUTION
==========================================================================

   
         The   Portfolio   has  entered  into  a  principal   underwriting
agreement  with  Calvert   Distributors,   Inc.  ("CDI").  CDI  serves  as
distributor  and principal  underwriter  for the Portfolio.  CDI bears all
its expenses of providing  services  pursuant to the agreement,  including
payment of any  commissions  and service fees. CDI also receives all sales
charges imposed on Portfolio  shares and compensates  broker-dealer  firms
for sales of shares at a maximum  commission  rate of 3.0%,  as  specified
in  the  table  of  applicable  sales  charges  (see  "Alternative   Sales
Options" in the  Prospectus).  For the fiscal  periods ended  December 31,
1993,  1994, and 1995 CDI received no distribution  service fees under the
Distribution  Plan for  Class A  shares  and  received  sales  charges  in
excess  of the  dealer  reallowance  of  $82,319,  $67,238,  and  $16,150,
respectively.  CDI is entitled to receive a  distribution  service fee for
Class C shares,  payable monthly pursuant to the Portfolio's  Distribution
Plans,  of 0.25% of the  Portfolio's  average  daily  net  assets.  Insert
fiscal periods 1994 and 1995 fiscal info for class c into this section.
         The  Portfolio's  Distribution  Plans were  approved by the Board
of Trustees,  including the Trustees who are not  "interested  persons" of
the Fund (as that term is defined in the  Investment  Company Act of 1940)
and who have no direct or indirect  financial  interest  in the  operation
of the Plans or in any  agreements  related  to the Plans.  The  selection
and  nomination  of the  Trustees  who are not  interested  persons of the
Fund is committed to the  discretion of such  disinterested  Trustees.  In
establishing   the  Plans,   the  Trustees   considered   various  factors
including  the amount of the  distribution  fee. The  Trustees  determined
that there is a  reasonable  likelihood  that the Plans will  benefit  the
Portfolio and its shareholders.
         The  Plans  may  be  terminated  by  vote  of a  majority  of the
non-interested   Trustees  who  have  no  direct  or  indirect   financial
interest in the Plans or by vote of a majority of the  outstanding  shares
of the Portfolio.  Any change in the Plans that would materially  increase
the  distribution   cost  to  the  Portfolio   requires  approval  of  the
shareholders  of the affected class;  otherwise,  the Plans may be amended
by the Trustees,  including a majority of the  non-interested  Trustees as
described above.
         The Plans will  continue  in effect  indefinitely,  if not sooner
terminated  in  accordance  with its  terms.  Thereafter,  the Plans  will
continue in effect for  successive  one year  periods  provided  that such
continuance  is  annually  approved  by (i) the vote of a majority  of the
Trustees  who are not  parties to the Plans or  interested  persons of any
such party and who have no direct or  indirect  financial  interest in the
Plans, and (ii) the vote of a majority of the entire Board of Trustees.
         Apart  from the Plan,  the  Advisor,  at its  expense,  may incur
costs and pay expenses  associated with the  distribution of shares of the
Portfolio.  The Portfolio paid no expenses  pursuant to the Plan for Class
A Shares during fiscal 1993, 1994, and 1995.
    

==========================================================================
                          PORTFOLIO TRANSACTIONS
==========================================================================

   
         Portfolio  transactions  are  undertaken  on the  basis  of their
desirability from an investment  standpoint.  Investment decisions and the
choice of brokers  and dealers  are made by the Fund's  Advisor  under the
direction and supervision of the Fund's Board of Trustees.
         For the  1993,  1994,  and 1995  fiscal  periods,  the  portfolio
turnover  rates were 5%, 11%, and 12%,  respectively.  Broker-dealers  who
execute  portfolio  transactions on behalf of the Fund are selected on the
basis of their  professional  capability  and the  value  and  quality  of
their  services.  The Advisor  reserves  the right to place orders for the
purchase or sale of  portfolio  securities  with  broker-dealers  who have
sold  shares  of the  Fund  or who  provide  the  Fund  with  statistical,
research,  or other  information  and services.  Although any  statistical
research or other  information  and  services  provided by  broker-dealers
may be useful to the  Advisor,  the dollar value of such  information  and
services is  generally  indeterminable,  and its  availability  or receipt
does  not  serve  to  materially  reduce  the  Advisor's  normal  research
activities  or expenses.  During the fiscal year ended  December 31, 1995,
no brokerage  commissions  were paid by the  Portfolio to  broker-dealers.
No brokerage  commissions  were paid to any  officer,  trustee or Advisory
Council member of the Fund or any of their affiliates.
    

==========================================================================
                           GENERAL INFORMATION
==========================================================================

         The  Portfolio  is a series of  Calvert  Tax-Free  Reserves  (the
"Fund") which was organized as a  Massachusetts  business trust on October
20,  1980.  The  other  series  of  the  Fund  include  the  Money  Market
Portfolio,  Limited-Term Portfolio,  Long-Term Portfolio, Money Management
Plus Tax-Free  Portfolio,  California Money Market Portfolio,  and the New
Jersey Money Market  Portfolio.  The Fund's  Declaration of Trust contains
an express  disclaimer of  shareholder  liability for acts or  obligations
of the Fund. The  shareholders  of a  Massachusetts  business trust might,
however,  under  certain  circumstances,  be  held  personally  liable  as
partners  for its  obligations.  The  Declaration  of Trust  provides  for
indemnification  and  reimbursement of expenses out of Fund assets for any
shareholder  held  personally  liable  for  obligations  of the Fund.  The
Declaration  of Trust provides that the Fund shall,  upon request,  assume
the  defense  of any claim made  against  any  shareholder  for any act or
obligation of the Fund and satisfy any judgment  thereon.  The Declaration
of  Trust  further  provides  that  the  Fund  may  maintain   appropriate
insurance  (for  example,   fidelity  bonding  and  errors  and  omissions
insurance)  for the protection of the Fund,  its  shareholders,  Trustees,
officers,   employees,  and  agents  to  cover  possible  tort  and  other
liabilities.  Thus, the risk of a shareholder  incurring financial loss on
account of  shareholder  liability  is limited to  circumstances  in which
both  inadequate  insurance  exists and the Fund  itself is unable to meet
its obligations.
         Each  share of each  series  represents  an  equal  proportionate
interest  in that  series  with each other  share and is  entitled to such
dividends  and  distributions  out of the income  belonging to such series
as  declared  by the  Board.  The Funds  offers  two  separate  classes of
shares:  Class A and Class C. Each class represents  interests in the same
portfolio of  investments  but, as further  described  in the  prospectus,
each class is subject to  differing  sales  charges  and  expenses,  which
differences  will result in differing net asset values and  distributions.
Upon  any  liquidation  of the  Funds,  shareholders  of  each  class  are
entitled  to share pro rata in the net  assets  belonging  to that  series
available for distribution.
         General   costs,   expenses,   and   liabilities   of  the   Fund
attributable  to a  particular  Portfolio  are  borne  by that  Portfolio;
costs,   expenses,  and  liabilities  not  attributable  to  a  particular
Portfolio  are  allocated  between the Fund's  Portfolios  on the basis of
the respective net assets of each Portfolio.
         The Portfolio will send its  shareholders  unaudited  semi-annual
and audited  annual  reports that will include the  Portfolio's  net asset
value per  share,  portfolio  securities,  income and  expenses  and other
financial information.
         This  Statement of  Additional  Information  does not contain all
the information in the Fund's  registration  statement.  The  registration
statement is on file with the  Securities  and Exchange  Commission and is
available to the public.

==========================================================================
                           FINANCIAL STATEMENTS
==========================================================================

   
         The  audited  financial  statements  in  the  Portfolio's  Annual
Report  to   Shareholders   dated   December  31,  1995,   are   expressly
incorporated   by  reference  and  made  a  part  of  this   Statement  of
Additional  Information.  A copy of the Annual Report may be obtained free
of charge by writing or calling the Fund.
    

==========================================================================
                                 APPENDIX
==========================================================================

Municipal Obligations
         Municipal  obligations  are debt  obligations  issued by  states,
cities,  municipalities,  and their  agencies to obtain  funds for various
public  purposes.  Such purposes  include the construction of a wide range
of public  facilities,  the  refunding  of  outstanding  obligations,  the
obtaining  of funds for  general  operating  expenses,  and the lending of
funds to other public  institutions and facilities.  In addition,  certain
types of  private  activity  bonds  are  issued  by or on behalf of public
authorities  to obtain funds for many types of local,  privately  operated
facilities.  Such debt  instruments are considered  municipal  obligations
if the  interest  paid on them is exempt  from  federal  income tax in the
opinion of bond counsel to the issuer.  Although the interest  paid on the
proceeds  from  private   activity   bonds  used  for  the   construction,
equipment,  repair or  improvement  of privately  operated  industrial  or
commercial  facilities  may be exempt from  federal  income  tax,  current
federal  tax  law  places  substantial  limitations  on the  size  of such
issues.
         Municipal   obligations   are  generally   classified  as  either
"general  obligation" or "revenue"  bonds.  General  obligation  bonds are
secured by the issuer's  pledge of its faith,  credit and taxing power for
the payment of  principal  and  interest.  Revenue  bonds are payable from
the revenues  derived from a  particular  facility or class of  facilities
or, in some  cases,  from the  proceeds  of a special  excise tax or other
specific   revenue   source  but  not  from  the  general   taxing  power.
Tax-exempt  private  activity bonds are in most cases revenue bonds and do
not   generally   carry  the   pledge  of  the   credit  of  the   issuing
municipality.  There  are,  of  course,  variations  in  the  security  of
municipal  obligations both within a particular  classification  and among
classifications.
         Municipal  obligations  are  generally  traded  on the basis of a
quoted  yield to  maturity,  and the price of the  security is adjusted so
that  relative  to the stated  rate of  interest it will return the quoted
rate to the purchaser.
         Short-term and  limited-term  municipal  obligations  include Tax
Anticipation  Notes,  Revenue  Anticipation Notes Bond Anticipation Notes,
Construction  Loan Notes,  and Discount  Notes.  The  maturities  of these
instruments  at the time of  issue  generally  will  range  between  three
months and one year.  Pre-Refunded  Bonds with longer  nominal  maturities
that are due to be retired  with the  proceeds of an  escrowed  subsequent
issue  at a  date  within  one  year  and  three  years  of  the  time  of
acquisition  are also  considered  short-term and  limited-term  municipal
obligations.

Municipal Bond and Note Ratings
Description  of Moody's  Investors  Service,  Inc.'s  ratings of state and
municipal notes:
         Moody's   ratings  for  state  and  municipal   notes  and  other
short-term  obligations are designated  Moody's  Investment Grade ("MIG").
This distinction is in recognition of the differences  between  short-term
credit risk and long-term risk.
         MIG 1: Notes  bearing this  designation  are of the best quality,
enjoying  strong  protection  from  established  cash  flows of funds  for
their servicing or from  established and broad-based  access to the market
for refinancing, or both.
         MIG2:  Notes bearing this  designation are of high quality,  with
margins of  protection  ample  although  not so large as in the  preceding
group.
         MIG3:  Notes bearing this  designation are of favorable  quality,
with all  security  elements  accounted  for but  lacking  the  undeniable
strength  of the  preceding  grades.  Market  access for  refinancing,  in
particular, is likely to be less well established.
         MIG4:  Notes bearing this  designation  are of adequate  quality,
carrying  specific  risk  but  having  protection   commonly  regarded  as
required of an investment  security and not  distinctly  or  predominantly
speculative.

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.

<PAGE>
                           
                                LETTER OF INTENT

                                                                          
Date

Calvert Distributors, Inc.
4550 Montgomery Avenue
Bethesda, MD 20814

Ladies and Gentlemen:

         By signing this Letter of Intent, or affirmatively marking the
Letter of Intent option on my Fund Account Application Form, I agree to
be bound by the terms and conditions applicable to Letters of Intent
appearing in the Prospectus and the Statement of Additional Information
for the Fund and the provisions described below as they may be amended
from time to time by the Fund. Such amendments will apply automatically
to existing Letters of Intent.

         I intend to invest in the shares of:     (Fund or Portfolio name*)
during the thirteen (13) month period from the date
of my first purchase pursuant to this Letter (which cannot be more than
ninety (90) days prior to the date of this Letter or my Fund Account
Application Form, whichever is applicable), an aggregate amount
(excluding any reinvestments of distributions) of at least fifty
thousand dollars ($50,000) which, together with my current holdings of
the Fund (at public offering price on date of this Letter or my Fund
Account Application Form, whichever is applicable), will equal or exceed
the amount checked below:

         __ $50,000 __ $100,000 __ $250,000 __ $500,000 __ $1,000,000

         Subject to the conditions specified below, including the terms
of escrow, to which I hereby agree, each purchase occurring after the
date of this Letter will be made at the public offering price applicable
to a single transaction of the dollar amount specified above, as
described in the Fund's prospectus. No portion of the sales charge
imposed on purchases made prior to the date of this Letter will be
refunded.

         I am making no commitment to purchase shares, but if my
purchases within thirteen months from the date of my first purchase do
not aggregate the minimum amount specified above, I will pay the
increased amount of sales charges prescribed in the terms of escrow
described below. I understand that 4.75% of the minimum dollar amount
specified above will be held in escrow in the form of shares (computed
to the nearest full share). These shares will be held subject to the
terms of escrow described below.

         From the initial purchase (or subsequent purchases if
necessary), 4.75% of the dollar amount specified in this Letter shall be
held in escrow in shares of the Fund by the Fund's transfer agent. For
example, if the minimum amount specified under the Letter is $50,000,
the escrow shall be shares valued in the amount of $2,375 (computed at
the public offering price adjusted for a $50,000 purchase). All
dividends and any capital gains distribution on the escrowed shares will
be credited to my account.

         If the total minimum investment specified under the Letter is
completed within a thirteen month period, escrowed shares will be
promptly released to me. However, shares disposed of prior to completion
of the purchase requirement under the Letter will be deducted from the
amount required to complete the investment commitment.

         Upon expiration of this Letter, the total purchases pursuant to
the Letter are less than the amount specified in the Letter as the
intended aggregate purchases, Calvert Distributors, Inc. ("CDI") will
bill me for an amount equal to the difference between the lower load I
paid and the dollar amount of sales charges which I would have paid if
the total amount purchased had been made at a single time. If not paid
by the investor within 20 days, CDI will debit the difference from my
account. Full shares, if any, remaining in escrow after the
aforementioned adjustment will be released and, upon request, remitted
to me.

         I irrevocably constitute and appoint CDI as my
attorney-in-fact, with full power of substitution, to surrender for
redemption any or all escrowed shares on the books of the Fund. This
power of attorney is coupled with an interest.

         The commission allowed by Calvert Distributors, Inc. to the
broker-dealer named herein shall be at the rate applicable to the
minimum amount of my specified intended purchases.

         The Letter may be revised upward by me at any time during the
thirteen-month period, and such a revision will be treated as a new
Letter, except that the thirteen-month period during which the purchase
must be made will remain unchanged and there will be no retroactive
reduction of the sales charges paid on prior purchases.

         In determining the total amount of purchases made hereunder,
shares disposed of prior to termination of this Letter will be deducted.
My broker-dealer shall refer to this Letter of Intent in placing any
future purchase orders for me while this Letter is in effect.

                                         
Dealer                            Name of Investor(s)


By                                          
     Authorized Signer            Address


                                  Signature of Investor(s)


                                        
Date                              Signature of Investor(s)



Date                              Signature of Investor(s)


                                                                         
<PAGE>
                                                                         

                        PART C. OTHER INFORMATION


Item 24. Financial Statements and Exhibits

         (a)      Financial statements

                  Financial statements incorporated by reference
                  to:

                  All financial statements for Calvert Tax-Free Reserves
                  Money Market, Limited-Term, and Long-Term Portfolios
                  incorporated by reference to Registrant's Annual Report
                  to Shareholders dated December 31, 1995, and filed
                  March 11, 1996.

                  All financial statements for Calvert Tax-Free Reserves
                  California and New Jersey Money Market Portfolios
                  incorporated by reference to Registrant's Annual Report
                  to Shareholders dated December 31, 1995, and filed
                  March 11, 1996.

                  All financial statements for Calvert Tax-Free Reserves
                  Vermont Municipal Portfolio incorporated by reference
                  to Registrant's Annual Report to Shareholders dated
                  December 31, 1995, and filed March 11, 1996.


                  Schedules II-VII, inclusive, for which provision is
                  made in the applicable accounting regulation of the
                  Securities and Exchange Commission, are omitted because
                  they are not required under the related instructions,
                  or they are inapplicable, or the required information
                  is presented in the financial statements or notes
                  thereto.

         (b)    Exhibits:

                1.Declaration of Trust (incorporated by reference to
                           Registrant's Initial Registration Statement,
                           October 20, 1980).

                2.By-Laws (incorporated by reference to Registrant's
                           Initial Registration Statement, October 20,
                           1980).

                4.Specimen Stock Certificate for the Vermont Municipal
                           Portfolio (incorporated by reference to
                           Registrant's Post-Effective Amendment No. 29,
                           August 30, 1991); for the Limited-Term
                           Portfolio, Long-Term Portfolio, and all other
                           Portfolios (except Vermont Municipal),
                           (incorporated by reference to Registrant's
                           Post-Effective Amendment No. 32, January 29,
                           1993).

                5.Advisory Contract (incorporated by reference to
                           Registrant's Post-Effective Amendment No. 29,
                           August 30, 1991).

Item 24. Financial Statements and Exhibits, continued

                6.Underwriting Agreement, incorporated by reference to
                           Registrant's Post-Effective Amendment No. 40,
                           February 8, 1995.

                7.Trustees' Deferred Compensation Agreement (incorporated
                           by reference to Registrant's Post-Effective
                           Amendment No. 30, January 31, 1992).

                8.Custodial Contract (with respect to all Portfolios
                           except Vermont Municipal Portfolio,
                           (incorporated by reference to Registrant's
                           Post-Effective Amendment No. 34, November 30,
                           1993); with respect to Vermont Municipal
                           Portfolio, (incorporated by reference to
                           Registrant's Post-Effective Amendment No. 31,
                           April 30, 1992).

                9.a.       Transfer Agency Contract (incorporated by
                           reference to Registrant's Post-Effective
                           Amendment No. 6, March 2, 1984).

                9.b.       Administrative Services Agreement
                           (incorporated by reference to Registrant's
                           Post-Effective Amendment No. 15, January 30,
                           1989).

                10.        Opinion and Consent of Counsel as to Legality
                           of Shares Being Registered (Filed herewith).

                11.        Consent of Independent Auditors to Use of
                           Report (Filed herewith).

                15.        Plan of Distribution for the Class A Shares of
                           the Long-Term Portfolio, incorporated by
                           reference to Registrant's Post-Effective
                           Amendment No. 5, September 13, 1983; with
                           respect to Class A Shares of the Vermont
                           Municipal Portfolio, the Plan of Distribution
                           was terminated, and the termination was
                           ratified by the Fund Trustees on November 6,
                           1991; for the Class B and C shares of the
                           Limited-Term, Long-Term, and Vermont
                           Portfolios, incorporated by reference to
                           Registrant's Post-Effective Amendment No. 40,
                           February 8, 1995.

                16.        Schedule for Computation of Performance
                           Quotation (with respect to the Money Market,
                           Limited-Term and Long-Term Portfolios,
                           incorporated by reference to Registrant's
                           Post-Effective Amendment No. 14, filed March
                           1, 1988; with respect to the Money Management
                           Plus Tax-Free Portfolio, incorporated by
                           reference to Registrant's Post-Effective
                           Amendment No. 15, filed January 30, 1989; with
                           respect to the California Money Market
                           Portfolio, incorporated by reference to
                           Registrant's Post-Effective Amendment No. 22,
                           filed October 29, 1990; with respect to the
                           New Jersey Money Market Portfolio and Vermont
                           Municipal Portfolio, incorporated by reference
                           to Registrant's Post-Effective Amendment No.
                           29, August 30, 1991).

                 17. (i)   Financial Data Schedule for

                 18.       Funds Multiple Class Plan under Rule 18f-3
                           dated January 25, 1996 (filed herewith).

         Exhibits 3 and 12 through 14 are omitted because they are
         inapplicable.

Item 25. Persons Controlled By or Under Common Control With Registrant

         Registrant is controlled by its Board of Trustees, which is a
common Board with five registered investment companies, First Variable
Rate Fund for Government Income, Calvert Tax-Free Reserves, Calvert Cash
Reserves (doing business as Money Management Plus), The Calvert Fund,
and Calvert Municipal Fund, Inc. In addition, members of Registrant's
Board of Trustees may also serve on the Boards of Calvert Social
Investment Fund, Acacia Capital Corporation, Calvert New World Fund,
Inc., and Calvert World Values Fund, Inc.

Item 26. Number of Holders of Securities

         As of March 31, 1996 there were 43,707 holders of record of
Registrant's shares of beneficial interest for Calvert Tax-Free Reserves
Money Market Portfolio.

         As of March 31, 1996 there were 2,674 holders of record of
Registrant's Tax-Free MMP Shares of beneficial interest for the Calvert
Tax-Free Reserves Money Market Portfolio.

         As of March 31, 1996 there were 9,695 holders of record of
Registrant's Class A shares of beneficial interest for Calvert Tax-Free
Reserves Limited-Term Portfolio.

         As of March 31, 1996 there were 1,311 holders of record of
Registrant's Class C shares of beneficial interest for Calvert Tax-Free
Reserves Limited-Term Portfolio.

         As of March 31, 1996 there were 1,528 holders of record
of Registrant's Class A shares of beneficial interest for Calvert
Tax-Free Reserves Long-Term Portfolio.

         As of March 31, 1996 there were 99 holders of record
of Registrant's Class C shares of beneficial interest for Calvert
Tax-Free Reserves Long-Term Portfolio.

         As of March 31, 1996 there were 10,075 holders of record
of Registrant's shares of beneficial interest for Calvert Tax-Free
Reserves California Portfolio.

         As of March 31, 1996 there were 1,213 holders of record of
Registrant's Class A shares of beneficial interest for Calvert Tax-Free
Reserves Vermont Municipal Portfolio.

         As of March 31, 1996 there were 29 holders of record of
Registrant's Class C shares of beneficial interest for Calvert Tax-Free
Reserves Vermont Municipal Portfolio.

Item 27. Indemnification

         Registrant's Declaration of Trust, which Declaration is Exhibit
1 of this Registration Statement, provides, in summary, that officers,
trustees, employees, and agents shall be indemnified by Registrant
against liabilities and expenses incurred by such persons in connection
with actions, suits, or proceedings arising out of their offices or
duties of employment, except that no indemnification can be made to such
a person if he has been adjudged liable of willful misfeasance, bad
faith, gross negligence, or reckless disregard of his duties. In the
absence of such an adjudication, the determination of eligibility for
indemnification shall be made by independent counsel in a written
opinion or by the vote of a majority of a quorum of trustees 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 Declaration of Trust 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 $3 million in excess directors and officers liability coverage for
the independent trustees/directors only. Registrant also maintains a $8
million Investment Company Blanket Bond issued by ICI Mutual Insurance
Company, P.O. Box 730, Burlington, Vermont, 05402.


Item 28. Business and Other Connections of Investment Adviser

 Name                    Name of Company, Principal           Capacity
                         Business and Address  


Clifton S.
Sorrell, Jr.              Acacia Capital Corporation          Officer
                          Calvert Municipal Fund, Inc.        and
                          Calvert World Values Fund, Inc.     Director
     

                          Investment Companies
                          4550 Montgomery Avenue
                          Bethesda, Maryland  20814
                                    ---------------
                          Calvert Asset Management            Officer
                          Company, Inc.                       and
                          Investment Advisor                  Director
                          4550 Montgomery Avenue
                          Bethesda, MD  20814
                                    ----------------
                          Calvert Group, Ltd.                  Officer
                          Holding Company                      and
                          4550 Montgomery Avenue               Director
                          Bethesda, MD  20814
                                    ----------------
                          Calvert Shareholder                  Officer          
                          Services, Inc.                       and
                          Transfer Agent                       Director
                          4550 Montgomery Avenue
                          Bethesda, Maryland 20814
                              ---------------
                          Calvert Administrative               Officer
                          Services Company                       and
                          Service Company                      Director
                          4550 Montgomery Avenue
                          Bethesda, Maryland 20814
                                    ---------------
                          Calvert Distributors, Inc.           Director
                          Broker-Dealer
                          4550 Montgomery Avenue
                          Bethesda, Maryland 20814
                                   ---------------
                          First Variable Rate Fund for         Officer
                          Government Income                    and
                          Calvert Tax-Free Reserves            Trustee
                          Calvert Social Investment Fund
                          Money Management Plus                 
                          The Calvert Fund
                          Investment Companies
                          4550 Montgomery Avenue
                          Bethesda, Maryland  20814
                                   -----------------
                          Calvert-Sloan Advisers, LLC          Director
                          Investment Advisor
                          4550 Montgomery Avenue
                          Bethesda, Md. 20814
                                   ---------------
                          Calvert New World Fund, Inc.         Director
                          Investment Company
                          4550 Montgomery Avenue
                          Bethesda, Md. 20814
                                   --------------


Item 28. Business and Other Connections of Investment Adviser

   Name                      Name of Company, Principal        Capacity    
                             Business and Address      


Clifton S.                   Calvert Shareholder               Officer
Sorrell, Jr.                 Services, Inc.                    and
(continued)                  Transfer Agent                    Director
                             4550 Montgomery Avenue
                             Bethesda, MD 20814
                                 ---------------
                             Calvert Administrative            Officer
                             Services Company                  and 
                             Service Company                   Director
                             4550 Montgomery Avenue
                             Bethesda, Maryland 20814
                                    ---------------
                             Calvert Distributors, Inc.        Director
                             Broker-Dealer
                             4550 Montgomery Avenue
                             Bethesda, Maryland 20814
                                    ---------------
                             Calvert-Sloan Advisers, L.L.C.    Director
                             Investment Advisor
                             4550 Montgomery Avenue
                             Bethesda, Maryland 20814
                                    ---------------
                             First Variable Rate Fund          Officer
                             for Government Income             and
                             Calvert Tax-Free Reserves         Trustee 
                             Calvert Social Investment Fund
                             Money Management Plus     
                             The Calvert Fund

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



Item 28. Business and Other Connections of Investment Adviser

Name                     Name of Company, Principal         Capacity
                         Business and Address      


Ronald M.                First Variable Rate Fund           Officer
Wolfsheimer              for Government Income
                         Calvert Tax-Free Reserves 
                         Money Management Plus
                         Calvert Social Investment Fund
                         The Calvert Fund
                         Acacia Capital Corporation
                         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           Officer
                         Company, Inc.
                         Investment Advisor
                         4550 Montgomery Avenue
                         Bethesda, Maryland 20814
                                  ---------------
                         Calvert Group, Ltd.                Officer
                         Holding Company
                         4550 Montgomery Avenue
                         Bethesda, Maryland 20814
                                ---------------
                         Calvert Shareholder                Officer
                         Services, Inc.
                         Transfer Agent
                         4550 Montgomery Avenue
                         Bethesda, Maryland 20814
                               ---------------
                         Calvert Administrative            Officer
                         Services Company                  and
                         Service Company                   Director
                         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, Md. 20814
                                   ---------------


 
Item 28. Business and Other Connections of Investment Adviser


Name                     Name of Company, Principal        Capacity
                         Business and Address      


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

                         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           Officer
                         Company, Inc.                      and
                         Investment Advisor                 Director
                         4550 Montgomery Avenue
                         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
                                    -------------


Item 28. Business and Other Connections of Investment Adviser

Name                     Name of Company, Principal         Capacity
                         Business and Address     


Reno J. Martini          Calvert Asset Management           Officer
                         Company, Inc.
                         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 
                         Money Management Plus
                         Calvert Social Investment Fund
                         The Calvert Fund
                         Acacia Capital Corporation
                         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, Md. 20814
                                  ---------------

Charles T. Nason         Acacia Mutual Life Insurance       Officer
                         Acacia National Life Insurance     and
                         Insurance Companies                Director
                         51 Louisiana Avenue, NW
                         Washington, D.C.  20001
                                 ---------------
                         Acacia Financial Corporation       Officer
                         Holding Company                    and
                         51 Louisiana Avenue, NW            Director
                         Washington, D.C.  20001
                                    ---------------
                         Gardner Montgomery CompanyDirector
                         Tax Return Preparation Services
                         51 Louisiana Avenue, NW
                         Washington, D.C. 20001


Item 28. Business and Other Connections of Investment Adviser

  Name                  Name of Company, Principal          Capacity
                        Business and Address      

Charles T. Nason        Acacia Federal Savings Bank         Director
(continued)             Savings Bank
                        7600-B Leesburg Pike
                        Falls Church, Virginia 22043
                                  ---------------
                        Enterprise Resources, Inc.Director
                        Business Support Services
                        51 Louisiana Avenue, NW
                        Washington, D.C.  20001
                                 ---------------
                        Acacia Insurance Management         Officer
                        Services Corporation                and    
                        Service Corporation                 Director         
                        51 Louisiana Avenue, N.W. 
                        Washington, D.C.  20001
                                    ---------------
                        Calvert Group, Ltd.                 Director
                        Holding Company
                        4550 Montgomery Avenue
                        Bethesda, MD  20814
                                ---------------
                        Calvert Administrative              Director
                        Services Co.
                        Service Company
                        4550 Montgomery Avenue
                        Bethesda, MD  20814
                              ---------------
                        Calvert Asset Management Co., Inc.  Director
                        Investment Advisor
                        4550 Montgomery Avenue
                        Bethesda, MD  20814
                                  ---------------
                        Calvert Shareholder Services, Inc.  Director
                        Transfer Agent
                        4550 Montgomery Avenue
                        Bethesda, MD  20814
                                    ---------------
                        Calvert Social Investment Fund       Trustee
                        Investment Company
                        4550 Montgomery Avenue
                        Bethesda, Maryland 20814
                                    -----------------
                        The Advisors Group, Inc.             Director
                        Broker-Dealer and
                        Investment Advisor
                        51 Louisiana Avenue, NW
                        Washington, D.C. 20001
                                    ------------------


 Item 28. Business and Other Connections of Investment Adviser

Name                    Name of Company, Principal           Capacity
                        Business and Address      

Robert-John H.          Acacia National Life Insurance       Officer
Sands                   Insurance Company                    and
                        51 Louisiana Avenue, NW              Director
                        Washington, D.C.  20001
                                  ----------------
                        Acacia Mutual Life Insurance         Officer
                        Insurance Company
                        51 Louisiana Avenue, NW
                        Washington, D.C.  20001
                                 ----------------
                        Acacia Financial Corporation        Officer
                        Holding Company                     and
                        51 Louisiana Avenue, NW             Director
                        Washington, D.C.  20001
                                    ----------------
                        Acacia Federal Savings Bank         Officer
                        Savings Bank
                        7600-B Leesburg Pike
                        Falls Church, Virginia 22043
                                  ---------------
                        Enterprise Resources, Inc.          Director
                        Business Support Services
                        51 Louisiana Avenue, NW
                        Washington, D.C.  20001
                                    ---------------
                        Acacia Realty Corporation           Officer
                        Real Estate Investments
                        51 Louisiana Avenue, NW
                        Washington, D.C.  20001
                                   ---------------
                       Acacia Insurance Management          Officer
                       Services Corporation                 and
                       Service Corporation                  Director
                       51 Louisiana Avenue, N.W. 
                       Washington, D.C.  20001
                                    ---------------
                       Gardner Montgomery Company            Officer
                       Tax Return Preparation Services       and
                       51 Louisiana Avenue, NW               Director
                       Washington, D.C. 20001
                                  ----------------
                       The Advisors Group, Inc.              Director
                       Broker-Dealer and
                       Investment Advisor
                       51 Louisiana Avenue, NW
                       Washington, D.C. 20001
                                    ---------------


Item 28.  Business and Other Connections of Investment Adviser

Name                   Name of Company, Principal            Capacity
                       Business and Address      

Robert-John H.         Calvert Group, Ltd.                   Director
Sands                  Holding Company
(continued)            4550 Montgomery Avenue
                       Bethesda, MD  20814
                                 ---------------
                       Calvert Administrative                Director
                       Services, Co.
                       Service Company
                       4550 Montgomery Avenue
                       Bethesda, MD  20814
                                    ---------------
                       Calvert Asset Management Co., Inc.    Director
                       Investment Advisor
                       4550 Montgomery Avenue
                       Bethesda, MD  20814
                                  ---------------
                       Calvert Shareholder Services, Inc.    Director
                       Transfer Agent
                       4550 Montgomery Avenue
                       Bethesda, Maryland  20814
                                    ---------------

William M. Tartikoff   Acacia National Life Insurance        Officer
                       Insurance Company
                       51 Louisiana Avenue, NW
                       Washington, D.C. 20001
                                 ---------------

Item 28. Business and Other Connections of Investment Adviser

  Name                  Name of Company, Principal           Capacity
                        Business and Address   


William M. Tartikoff    First Variable Rate Fund             Officer
 (continued)            for Government Income
                        Calvert Tax-Free Reserves 
                        Money Management Plus
                        Calvert Social Investment Fund
                        The Calvert Fund
                        Acacia Capital Corporation
                        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             Officer
                       Company, Inc.
                       Investment Advisor
                       4550 Montgomery Avenue
                       Bethesda, Maryland 20814
                                    ---------------
                        Calvert Shareholder                 Officer
                        Services, Inc.
                        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, L.L.C.     Officer
                        Investment Advisor
                        4550 Montgomery Avenue
                        Bethesda, Maryland 20814
                                ---------------

Item 28. Business and Other Connections of Investment Adviser

                        Name of Company, Principal         Capacity
                        Business and Address      


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

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


Item 28.  Business and Other Connections of Investment Adviser

 Name                   Name of Company, Principal         Capacity
                        Business and Address      

Daniel K. Hayes         Calvert Asset Management           Officer
                        Company, Inc.
                        Investment Advisor
                        550 Montgomery Avenue
                        Bethesda, Maryland  20814
                                    ------------------
                        First Variable Rate Fund 
                        for Government Income
                        Calvert Tax-Free Reserves Officer
                        Money Management Plus
                        Calvert Social Investment Fund
                        The Calvert Fund
                        Acacia Capital Corporation
                        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
                                    ------------------




Item 29. Principal Underwriters

         (a) Registrant's principal underwriter also underwrites the securities
of each of Registrant's series, as well as the securities of First Variable 
Rate Fund for Government Income, Calvert Social Investment Fund, Calvert Cash 
Reserves (d/b/a Money Management Plus), Calvert Municipal Fund, Inc., Calvert 
Word Values Fund, Inc., Calvert New World Fund, Inc., and Acacia Capital
Corporation.

         (b)      Positions of Underwriter's Officers and Directors

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

Clifton S. Sorrell, Jr.     Director                   President and Trustee
 
Ronald M. Wolfsheimer       Director, Senior Vice      Treasurer
                            President     
                            and Controller

William M. Tartikoff        Director, Senior Vice      Vice President and
                            President                  and Secretary
                                                 
Steven J. Schueth           President                  None

Robert Knaus                Regional Vice President    None

Lee Mahfouz                 Regional Vice President    None


Item 29. Principal Underwriter (continued)

         (b)    Positions of Underwriter's Officers and Directors
(continued)

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

Susan Walker Bender        Assistant Secretary          Assistant Secretary


Katherine Stoner           Assistant Secretary          None


Lisa Crossley              Compliance Officer           None

The principal business address of the above individuals is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.



         (c)    Inapplicable.

Item 30. Location of Accounts and Records

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


Item 31. Management Services

         Not Applicable


Item 32. Undertakings

         a)       Not Applicable

         b)       Not Applicable

         c)       The Registrant undertakes to furnish to each person to
                  whom a Prospectus is delivered, a copy of the
                  Registrant's latest Annual Report to Shareholders, upon
                  request and without charge.


                                SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration
statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized in the City of Bethesda, and
State of Maryland, on the 25th day of April, 1995.


                                            CALVERT TAX-FREE RESERVES


                                            By:____________________________
                                               Clifton S. Sorrell, Jr.
                                               President and Trustee





                                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 indicated.

Signature                      Title                       Date

                                                           04/24/96
________________________       Trustee and
Clifton S. Sorrell, Jr.        Principal Executive
                               Officer

______________________         Principal Accounting        04/24/96
Ronald M. Wolfsheimer          Officer


__________**____________       Trustee                     04/24/96
Richard L. Baird, Jr.

__________**____________       Trustee                     04/24/96
Frank H. Blatz, Jr., Esq.

__________**____________       Trustee                     04/24/96
Frederick T. Borts, M.D.

__________**____________       Trustee                     04/24/96
Charles E. Diehl

__________**____________       Trustee                     04/24/96
Douglas E. Feldman

__________**____________       Trustee                     04/24/96
Peter W. Gavian

__________**____________       Trustee                     04/24/96
John G. Guffey, Jr.

__________**____________       Trustee                     04/24/96
Arthur J. Pugh

________________________       Trustee                     04/24/96
David R. Rochat

__________**____________       Trustee                     04/24/96 
D. Wayne Silby


** Signed by Katherine (Thomas) Stoner pursuant to power of attorney, 
attached hereto.

/s/Katherine Stoner

<PAGE>



EXHIBIT INDEX

Form N-1A 
Item No.

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

Ex-23
24(b)(11)                                Independent Auditors' Consent

Ex-24                                    Power of Attorney

Ex-27
24(17)                                   Financial Data Schedules

Ex-99
24(18)                                   Rule 18f-3 Multiple Class Plan 




                                                    Exhibit 10



                                                    April 24, 1996


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


         Re:    Exhibit 10, Form N-1A
                Calvert Tax-Free Reserves
                File numbers 2-69565 and 811-3101


Ladies and Gentlemen:


         As counsel to Calvert Group, Ltd., it is my opinion that the
securities being registered by this Post-Effective Amendment No. 42 will
be legally issued, fully paid and non-assessable when sold. My opinion
is based on an examination of documents related to Calvert Tax-Free
Reserves (the "Trust"), including its Declaration of Trust, its By-Laws,
other original or photostatic copies of Trust records, certificates of
public officials, documents, papers, statutes, and authorities as I
deemed necessary to form the basis of this opinion.

         I therefore consent to filing this opinion of counsel with the
Securities and Exchange Commission as an Exhibit to the Trust's
Post-Effective Amendment No. 42 to its Registration Statement.


                                                    Sincerely,


                                                    /s/Katherine Stoner

                                                    Katherine Stoner 
                                                    Assistant Counsel



COOPERS                                           Coopers & Lybrand L.L.P.
&LYBRAND                                          a professional services firm
     

                       CONSENT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees of
Calvert Tax-Free Reserves


     We consent to the incorporation by reference in Post-Effective Amendment
No. 42 to the Registration Statement of Calvert Tax-Free Reserves (comprised 
of the Money Market, Limited-Term, Long Term, Vermont, and California Money
Market Portfolios) on Form N-1A (File Numbers 2-69565 and 811-3101) of our 
reports dated February 9, 1996, on our audits of the financial statements and
financial highlights of the Portfolios, which reports are included in the 
Annual Reports to Shareholders for the year ended December 31, 1995, which are 
incorporated by reference in the Registration Statement.  We also consent to 
the reference to our Firm under the caption "Independent Accountants and 
Custodians" in the Statement of Additional Information. 





                                   COOPERS & LYBRAND, L.L.P.

                                   /Coopers & Lybrand, L.L.P./

Baltimore, Maryland
April 17, 1996







Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a 
limited liability association incorporated in Switzerland


                            POWER OF ATTORNEY 


                         I, the undersigned Trustee/Director of First  
Variable Rate Fund for Government Income, Calvert Tax-Free Reserves,  
Calvert Cash Reserves (doing business as Money Management Plus), The  
Calvert Fund, and Calvert Municipal Fund, Inc. (collectively, the  
"Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,  
Susan Walker Bender, Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds  
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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                 
Date                                     Signature 




                                         Richard L.  Baird, Jr.        
Witness                                  Name of  
Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                 
Date                                                          Signature 




                                            Frank H.  Blatz, Jr.        
Witness                                     Name of Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                    
Date                                            Signature 




                                                Frederick  T. Borts        
Witness                                         Name of Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                           Signature 




                                              Charles E. Diehl             
Witness                                       Name of Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                        Signature 




                                            Douglas E. Feldman             
Witness                                     Name of Trustee/Director 


<PAGE>

                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                          Signature 




                                              Peter W. Gavian              
Witness                                       Name of Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                         Signature 




                                              John G. Guffey, Jr.          
Witness                                       Name of Trustee/Director 

<PAGE>


                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                         Signature 




                                              Arthur J. Pugh               
Witness                                       Name of Trustee/Director 


<PAGE>

                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                         Signature 




                                             David R. Rochat               
Witness                                      Name of Trustee/Director 


<PAGE>

                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                           Signature 




                                             D. Wayne Silby                
Witness                                      Name of Trustee/Director 


<PAGE>

                            POWER OF ATTORNEY 


         I, the undersigned Trustee/Director of First Variable Rate Fund  
for Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
Ronald M. Wolfsheimer, William M. Tartikoff, Susan Walker Bender,  
Beth-ann Roth, and Katherine Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



May 4, 1994                                                                
Date                                         Signature 




                                             Clifton S.  Sorrell, Jr.      
Witness                                      Name of Trustee/Director 



<PAGE>

                            POWER OF ATTORNEY 


         I, the undersigned Officer of First Variable Rate Fund for  
Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. (collectively, the "Funds"), hereby constitute  
William M. Tartikoff, Susan Walker Bender, Beth-ann Roth, and Katherine  
Stoner 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 Funds 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 Funds 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 Funds, 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, 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 Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

         When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, 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. 



March 1, 1995                                                              
Date                                      Signature 




                                          Ronald M. Wolfsheimer            
Witness                                   Name of Officer 





<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
<SERIES>
   <NUMBER> 010
   <NAME> MONEY MARKET PORTFOLIO, CLASS O
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JUN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                          1747071
<INVESTMENTS-AT-VALUE>                         1747071
<RECEIVABLES>                                    29309
<ASSETS-OTHER>                                   10820
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                 1787200
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         4626
<TOTAL-LIABILITIES>                               4262
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                       1740842
<SHARES-COMMON-STOCK>                          1740948
<SHARES-COMMON-PRIOR>                          1344668
<ACCUMULATED-NII-CURRENT>                           94
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           (97)
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                                   1740839
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                75964
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                   10273
<NET-INVESTMENT-INCOME>                          65691
<REALIZED-GAINS-CURRENT>                           (8)
<APPREC-INCREASE-CURRENT>                            0
<NET-CHANGE-FROM-OPS>                            65683
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                      (65599)
<DISTRIBUTIONS-OF-GAINS>                             0
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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   <NAME> MONEY MARKET PORTFOLIO, CLASS MMP
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<NAME> CALVERT TAX-FREE RESERVES
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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   <NAME> LIMITED TERM PORTFOLIO, CLASS C
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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   <NUMBER> 031
   <NAME> LONG-TERM PORTFOLIO, CLASS A
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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   <NUMBER> 032
   <NAME> LONG-TERM PORTFOLIO, CLASS C
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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</TABLE>

<TABLE> <S> <C>

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<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
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<DISTRIBUTIONS-OF-GAINS>                         (337)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           4860
<NUMBER-OF-SHARES-REDEEMED>                    (16080)
<SHARES-REINVESTED>                               2192
<NET-CHANGE-IN-ASSETS>                          (4012)
<ACCUMULATED-NII-PRIOR>                            110
<ACCUMULATED-GAINS-PRIOR>                        (435)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              372
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    469
<AVERAGE-NET-ASSETS>                             62047
<PER-SHARE-NAV-BEGIN>                            15.34
<PER-SHARE-NII>                                    .87
<PER-SHARE-GAIN-APPREC>                           1.35
<PER-SHARE-DIVIDEND>                             (.85)
<PER-SHARE-DISTRIBUTIONS>                        (.09)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.62
<EXPENSE-RATIO>                                    .77
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000319676
<NAME> CALVERT TAX-FREE RESERVES
<SERIES>
   <NUMBER> 062
   <NAME> VERMONT MUNICIPAL - CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JUN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                            55508
<INVESTMENTS-AT-VALUE>                           59447
<RECEIVABLES>                                     1080
<ASSETS-OTHER>                                     117
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   60644
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                           46
<TOTAL-LIABILITIES>                                 46
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                           377
<SHARES-COMMON-STOCK>                               24
<SHARES-COMMON-PRIOR>                               24
<ACCUMULATED-NII-CURRENT>                          (4)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              2
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                            20
<NET-ASSETS>                                       395
<DIVIDEND-INCOME>                                    0
<INTEREST-INCOME>                                   26
<OTHER-INCOME>                                       0
<EXPENSES-NET>                                      11
<NET-INVESTMENT-INCOME>                             15
<REALIZED-GAINS-CURRENT>                             6
<APPREC-INCREASE-CURRENT>                           27
<NET-CHANGE-FROM-OPS>                               48
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                         (18)
<DISTRIBUTIONS-OF-GAINS>                           (2)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            430
<NUMBER-OF-SHARES-REDEEMED>                      (306)
<SHARES-REINVESTED>                                 19
<NET-CHANGE-IN-ASSETS>                             171
<ACCUMULATED-NII-PRIOR>                            (1)
<ACCUMULATED-GAINS-PRIOR>                          (1)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                3
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     11
<AVERAGE-NET-ASSETS>                               430
<PER-SHARE-NAV-BEGIN>                            15.26
<PER-SHARE-NII>                                    .58
<PER-SHARE-GAIN-APPREC>                           1.35
<PER-SHARE-DIVIDEND>                             (.68)
<PER-SHARE-DISTRIBUTIONS>                        (.09)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              16.42
<EXPENSE-RATIO>                                   2.69
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>



                      Rule 18f-3 Multiple Class Plan


             Calvert Tax-Free Reserves Money Market Portfolio


         Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that an investment company desiring to offer
multiple classes of shares pursuant to the Rule adopt a plan setting
forth the differences among the classes with respect to shareholder
services, distribution arrangements, expense allocations and any related
conversion features or exchange privileges.  Any material amendment to
the plan must be approved by the investment company's Board of Trustees,
including a majority of the disinterested Board members, who must find
that the plan is in the best interests of each class individually and
the investment company as a whole.

         1.       Class Designation.  Fund shares shall be designated
either Class O or Class MMP.

         2.       Differences in Availability.  Class O shares and Class
MMP shares shall both be available through the same distribution
channels, except that some dealers may offer only Class O or Class MMP.

         3.       Differences in Services.  The services offered to
shareholders of each MMP Class shall be substantially the same, except
that certain Class MMP holders may receive additional services from
their dealer such as a consolidated account statement.

         4.       Differences in Distribution Arrangements.  Class O
shares shall be subject to neither a front-end sales charge nor a
contingent deferred sales charge (CDSC).  Class O shares are not subject
to any Distribution Plan pursuant to Rule 12b-1 under the 1940 Act.

         Class MMP shares shall be subject to neither a front-end sales
charge, nor a (CDSC).  Class MMP shares shall be subject to a
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act.
The Class MMP Distribution Plan shall pay at a maximum annual rate of
0.35% of the value of the average daily net assets of Class MMP.  The
Class MMP Distribution Plan pays the Fund's Distributor for distributing
the Fund's Class MMP shares.  This amount includes a service fee at the
annual rate of .25 of 1% of the value of the average daily net assets of
Class MMP.

         5.       Expense Allocation.  The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis:  (a)
Distribution Plan fees; (b) transfer agent fees and expenses; (c)
printing and postage expenses payable by the Fund relating to preparing
and distributing materials, such as proxies, to current shareholders of
a specific Class; (d) class specific state registration fees; (e) class
specific litigation or other legal expenses; (f) certain class specific
reimbursement from the investment advisor; (g) certain class specific
contract services (e.g., proxy solicitation); and (h) any other expenses
subsequently identified that, in the opinion of counsel, or the Fund's
independent public accountants are properly allocated by Class.

         6.       Conversion Features.  No Class shall be subject to any
automatic conversion feature.

         7.       Exchange Privileges.  Both Class O and Class MMP shall
be exchangeable into (a) Class A shares of other funds managed,
administered or underwritten by Calvert Group; if the front-end load on
the Class A shares is paid at the time of the exchange; (b) Class C
shares of funds managed, administered or underwritten by Calvert Group;
(c) shares of funds managed, administered or underwritten by Calvert
Group which do not have separate share classes; or (d) shares of certain
other funds specified from time to time.




Dated:  January 25, 1996




<PAGE>


                                EXHIBIT I

                     Calvert Tax-Free Reserves (CTFR)



                                    Maximum Class A           Maximum 
Class A                             Maximum Class C
                                    Front-End Sales           12b-1 Fee
12b-1 fee
                                    Charge


CTFR Long-Term                      3.75%                     0.35%
1.00%

CTFR Vermont Municipal              3.75%                     None
1.00%

CTFR Limited-Term                   2.00%                     None
0.55%







                     Rule 18f-3 Multiple Class Plan


                        Calvert Tax-Free Reserves


         Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "1940 Act"), requires that an investment company desiring to offer
multiple classes of shares pursuant to the Rule adopt a plan setting
forth the differences among the classes with respect to shareholder
services, distribution arrangements, expense allocations and any related
conversion features or exchange privileges.  Any material amendment to
the plan must be approved by the investment company's Board of
Trustees/Directors, including a majority of the disinterested Board
members, who must find that the plan is in the best interests of each
class individually and the investment company as a whole.

         1.       Class Designation.  Fund shares shall be designated
either Class A or Class C.

         2.       Differences in Availability.  Class A shares and Class
C shares shall both be available through the same distribution channels,
except that Class C shares; (1) may not be available through some
dealers, and, (2) are not available for purchases of $1 million or more.

         3.       Differences in Services.  The services offered to
shareholders of each Class shall be substantially the same, except that
Rights of Accumulation, Letters of Intent and Reinvestment Privileges
shall be available only to holders of Class A shares.

         4.       Differences in Distribution Arrangements.  Class A
shares shall be offered with a front-end sales charge, as such term is
defined in Article III, Section 26(b), of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc.  The amount of the
front-end sales charge on Class A shares is set forth at Exhibit I.
Class A shares shall be subject to a Distribution Plan adopted pursuant
to Rule 12b-1 under the 1940 Act.  The amount of the Distribution Plan
expenses for Class A shares, as set forth at Exhibit I, are used to pay
the Fund's Distributor for distributing the Fund's Class A shares.  This
amount includes a service fee at the annual rate of .25 of 1% of the
value of the average daily net assets of Class A.

         Class C shares shall be subject to neither a front-end sales
charge, nor a contingent deferred sales charge (CDSC).  Class C shares
shall be subject to a Distribution Plan adopted pursuant to Rule 12b-1
under the 1940 Act.  The amount of the Distribution Plan expenses for
Class C shares is set forth at Exhibit I.  The Class C Distribution Plan
pays the Fund's Distributor for distributing the Fund's Class C shares.
This amount includes a service fee at the annual rate of .25 of 1% of
the value of the average daily net assets of Class C.

         5.       Expense Allocation.  The following expenses shall be
allocated, to the extent practicable, on a Class-by-Class basis:  (a)
Distribution Plan fees; (b) transfer agent fees and expenses; (c)
printing and postage expenses payable by the Fund relating to preparing
and distributing materials, such as proxies, to current shareholders of
a specific Class; (d) class specific state registration fees; (e) class
specific litigation or other legal expenses; (f) certain class specific
reimbursement from the investment advisor ; (g) certain class specific
contract services (e.g., proxy solicitation); and (h) any other expenses
subsequently identified that, in the opinion of counsel, or the Fund's
independent public accountants are properly allocated by Class.

         6.       Conversion Features.  No Class shall be subject to any
automatic conversion feature.

         7.       Exchange Privileges.  Class A shares shall be
exchangeable only for (a) Class A shares of other funds managed,
administered, or underwritten by Calvert Group; (b) shares of funds
managed, administered or underwritten by Calvert Group which do not have
separate share classes; and (c) shares of certain other funds specified
from time to time.

         Class C shares shall be exchangeable only for (a) Class C
shares of other funds managed, administered or underwritten by Calvert
Group; (b) Class A shares of other funds managed, administered or
underwritten by Calvert Group, if the front-end load on the Class A
shares is paid at the time of the exchange; and (c) shares of certain
other funds specified from time to time.


Dated:  January 25, 1996


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