CALVERT SOCIAL INVESTMENT FUND
497, 1997-02-04
Previous: MAXIM SERIES FUND INC, 497, 1997-02-04
Next: CALVERT CASH RESERVES, 497, 1997-02-04



                                                                               
   
PROSPECTUS --
January 31, 1997
                         CALVERT SOCIAL INVESTMENT FUND
                 Money Market Portfolio                      Bond Portfolio
                 Managed Growth Portfolio                     Equity Portfolio
    

INTRODUCTION TO THE FUND

Calvert Social Investment Fund seeks to provide growth of capital or current
income through investment in enterprises that make a significant contribution
to society through their products and services and through the way they do
business. Investments are selected on the basis of their ability to contribute
to the dual objectives of the Fund. Potential investments are first screened
for financial soundness and then evaluated according to the Fund's social
criteria. An investment in the Fund is neither insured nor guaranteed by the
U.S. Government. There can be no assurance that the Money Market Portfolio
will be successful in maintaining a constant net asset value of $1.00 per
share.

The Fund has four different Portfolios, each with a different investment
objective.

The Money Market Portfolio invests in money market instruments, including
repurchase agreements with banks and brokers secured by such instruments,
selected in accordance with the Fund's investment and social criteria. The
Money Market Portfolio seeks to maintain a constant net asset value of $1.00
per share.

The Managed Growth Portfolio maintains an actively managed portfolio of
stocks, bonds and money market instruments selected with a concern for the
investment and social impact of each investment.

The Bond Portfolio invests primarily in corporate bonds and other straight
debt securities, selected in accordance with the Fund's investment and social
criteria.

The Equity Portfolio maintains an actively managed portfolio of stocks
selected with a concern for the investment and social impact of each
investment.

PURCHASE INFORMATION

   
The Managed Growth and Equity Portfolios offer 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 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. The Bond Portfolio
only offers Class A shares with a front-end sales charge. See "Alternative
Sales Options" for further details.
    

TO OPEN AN ACCOUNT

Call your broker, or complete and return the enclosed Account Application.
Minimum investment is $1,000.

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 Fund's goals match your own. Keep this document for future reference.

   
A Statement of Additional Information for the Fund (dated January 31, 1997)
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.


HIGHLIGHTS

INVESTMENT OBJECTIVES AND POLICIES

Calvert Social Investment Fund is designed to provide opportunities for
investors seeking growth of capital or current income through investment in
enterprises that make a significant contribution to society through their
products and services and through the way they do business.

The Money Market Portfolio seeks to provide the highest level of current
income, consistent with liquidity, safety and stability, through investment in
money market instruments, including securities issued or guaranteed by
agencies of the U.S. Government and repurchase agreements with banks and
brokers secured by such instruments, selected in accordance with the Fund's
investment and social criteria. The Money Market Portfolio is designed for
short-term cash management and for investors needing stability of principal.
The Money Market Portfolio seeks to maintain a constant net asset value of
$1.00 per share.

The Managed Growth Portfolio seeks to achieve a total return above the rate of
inflation through an actively managed, diversified portfolio of common and
preferred stocks, bonds and money market instruments which offer income and
capital growth opportunity and which satisfy the investment and social concern
criteria established by the Fund.

The Bond Portfolio seeks to provide as high a level of current income as is
consistent with prudent investment risk and preservation of capital through
investment in bonds and other straight debt securities, selected pursuant to
the Fund's investment and social criteria.

The Equity Portfolio seeks growth of capital through investment in the equity
securities of issuers within industries perceived to offer opportunities for
potential capital appreciation and which satisfy the Fund's investment and
social criteria.

There can be no assurance that the Fund will be successful in meeting its
investment objectives or that the Money Market Portfolio will maintain a
constant net asset value of $1.00 per share. For a further description of the
Fund's four Portfolios and discussion of the Fund's investment techniques, see
"Investment Objectives and Policies," "Investment Selection Process" and
"Additional Investment Policies."

EXPERTISE IN THE MANAGEMENT OF THE FUND

The Fund's Investment Advisor is Calvert Asset Management Company,
Inc.("CAM"), a subsidiary of Acacia Mutual Life Insurance Company of
Washington, D.C. U.S. Trust Company of Boston ("U.S. Trust") is the Investment
Sub-Advisor to the Bond Portfolio. Sub-Advisors for the Managed Growth
Portfolio include NCM Capital Management Group, Inc., Brown Capital
Management, Inc., Fortaleza Asset Management, Inc., and Frontier Capital
Management Company, Inc. CAM manages the fixed-income assets of the Managed
Growth Portfolio. Loomis, Sayles & Company, L.P. ("Loomis, Sayles") is the
Investment Sub-Advisor to the Equity Portfolio. (See "Management of the Fund,"
"Investment Selection Process," and "Additional Investment Policies.")

DIVERSIFICATION OF INVESTMENTS AND RISKS

By pooling the funds of many investors with similar investment objectives, the
Fund gives each an opportunity to benefit from a broadly diversified
portfolio, a benefit available ordinarily only to investors with substantial
capital. Although the Fund's social criteria and consideration tend to limit
the availability of investment opportunities more than is customary with other
investment companies, the Advisors of the Fund believe that there are
sufficient investment opportunities to permit full investment among issuers
which satisfy the Fund's investment and social investment objectives. (See
Statement of Additional Information, "Investment Selection Process.") For a
discussion of the risks which may be associated with investments in repurchase
and reverse repurchase agreements, privately placed securities, non-investment
grade debt securities, the securities of foreign issuers, and options and
futures contracts, see "Additional Investment Policies" and in the Statement
of Additional Information, "Investment Objectives and Policies" and "Portfolio
Transactions."

PURCHASE OF FUND SHARES

There is no sales charge on shares of the Money Market Portfolio. Class A
shares of the Managed Growth, Bond, and Equity Portfolios are sold subject to
a front-end sales charge which varies according to the dollar amount of shares
purchased (see "How to Buy Shares").

Purchases of shares of the Fund may be made by mail, bank wire, electronic
funds transfer, through the Fund's branch office or through brokers. (See "How
to Buy Shares.")

REDEMPTION OF FUND SHARES

Shares of each Portfolio may be redeemed at any time at no charge at the net
asset value next determined after a proper redemption request is received by
the Fund's transfer agent. Investors may redeem shares by mail or by
telephone, through brokers, or, for investors in the Money Market Portfolio,
by writing drafts in the amount of $250 or more against their account
balances. (See "How to Sell Your Shares.")

GENERAL INFORMATION

   
The Fund is an open-end, diversified management investment company organized
as a Massachusetts business trust under a Declaration of Trust dated December
14, 1981, and is a series company. The Money Market and Managed Growth
Portfolios commenced operations in October 1982, and the Bond and Equity
Portfolios commenced operations in August 1987. The Fund's authorized capital
and shares being offered by this Prospectus consist of an unlimited number of
shares of beneficial interest of no par value which may be issued in series
and classes. Shares have equal rights with all other shares of the same class
and series as to voting, dividends and liquidation.
    


FUND EXPENSES

   
                                          Money Market       Managed Growth 
                                          Portfolio          Portfolio
A.  Shareholder Transaction Costs         Class A        Class A        Class C

Maximum Sales Charge on Purchases          None           4.75%          None
    (as a percentage of offering price)
        

    Contingent Deferred Sales Charge        None          None           None


B.  Annual Fund Operating Expenses-Fiscal
    Year 1996

    (as a percentage of average net assets,
    after expense reimbursement/waiver)
    
    Management Fees                          0.50%           0.70%         0.70%
    Rule 12b-1 Service and Distribution Fees
                                             0.00%           0.24%         1.00%
    Other Expenses                           0.39%           0.34%         0.82%
    Total Fund Operating Expenses<F1>        0.89%           1.28%         2.52%


                                            Bond Portfolio   Equity Portfolio
A.  Shareholder Transaction Costs           Class A     Class A         Class C
    Maximum Sales Charge on Purchases       3.75%       4.75%            None  
  (as a percentage of offering price)

    Contingent Deferred Sales Charge        None        None            None



B.  Annual Fund Operating Expenses-Fiscal
    Year 1996

    (as a percentage of average net assets,
    after expense reimbursement/waiver)
    
    Management Fees                          0.65%          0.51%          0.51%
    Rule 12b-1 Service and Distribution Fees
                                             0.20%          0.23%          1.00%
    Other Expenses                           0.44%          0.55%          1.35%
    Total Fund Operating Expenses<F1>        1.29%          1.29%          2.86%

<F1> Net Fund Operating Expenses after reduction for fees paid indirectly were:
                                                 
     Managed Growth Class A 1.26%       Money Market .87% 
     Managed Growth Class C 2.50%       

<F2> Net Fund Operating Expenses after reduction for fees paid indirectly were:
     
     Bond Class     A    1.26%                      Equity Class A    1.27%
     Equity Class   C    2.85%



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 all Portfolios except the Money Market Portfolio, for Class
A Shares, payment of maximum initial sales charge at time of purchase:

                           1 Year       3 Years     5 Years       10 Years
Money Market Portfolio
                             $9             $28       $49            $110
Managed Growth Portfolio
Class A                      $60            $86       $114           $195
Class C                      $26            $78       $134           $286

Bond Portfolio
Class A                      $50            $77       $106           $187

Equity Portfolio
Class A                      $60            $86       $115           $196
Class C                      $29            $89       $151           $319
    
    
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 Fund 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 Fund. 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 historical expenses.
Management Fees are paid by the Fund to Calvert Asset Management Company, Inc.
("Investment Advisor") for managing the Fund's investments and business
affairs. Management fees include the Sub-Advisory fee paid by the Investment
Advisor to the Sub-Advisors of the Portfolios. The Management fees for the
Equity Portfolio are subject to a performance adjustment, which could cause
the fee to be as high as 0.90% or as low as 0.50%, depending on the
Portfolio's performance relative to the Standard & Poor 500 Composite Index.
The Management fees for the Managed Growth Portfolio are subject to a
performance adjustment which could cause the fee to be as high as 0.85% or as
low as 0.55%, depending on the Portfolio's performance relative to the
Sub-Advisor's Relevant Index. The Fund 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 Fund's yield or share price and are not charged directly to individual
shareholder accounts.

      If Management had not reimbursed or waived fees, the current Other
Expenses and Total Fund Operating Expenses for the Money Market Portfolio
would have been 0.60% and 1.10%, respectively. For Class A shares of the
Managed Growth Portfolio, without waiver or reimbursement, Other Expenses and
Total Fund Operating Expenses would have been 0.35% and 1.29%, respectively.
For Managed Growth Class C shares, the current Other Expenses and Total Fund
Operating Expenses would have been 0.83% and 2.66%, respectively.

    
          The Fund's Rule 12b-1 fees include an asset-based sales charge.
Thus, long-term shareholders in the Fund 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.(the "NASD").
In addition to the compensation itemized above (sales charge and Rule 12b-1
service and distribution fees), certain broker/dealers and/or their
salespersons may receive certain compensation for the sale and distribution of
the securities or for services to the Fund. See the Statement of Additional
Information, "Method of Distribution".
    
    

FINANCIAL HIGHLIGHTS

The following tables provide information about the financial history of each
Portfolio's shares. They express the information in terms of a single share
outstanding for the respective Portfolio throughout each period. Information
for Class C shares is presented only since their inception on March 1, 1994.
The tables have been audited by the independent accountants, whose report is
included in the Annual Report to Shareholders of the Fund. 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.

   
Money Market Portfolio             Class A Shares
                                   Year Ended
                                   September 30, 1996


Net asset value, beginning of year       $1.00

Income from investment operations
Net investment income                      .048

Distributions from
Net investment income                     (.048)

Net asset value, end of year             $1.00

Total return<F3>                          4.88%

Ratio to average net assets:
Net investment income                     4.77%
Total expenses<F4>                         .89%
Net expenses                               .87%
Expenses reimbursed and/or waived          .21% 

Net assets, end of year (in thousands)     $166,516

Number of shares outstanding
at end of year (in thousands)              166,569 

<F3>Total return prior to 1989 is not audited.
<F4>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

    
    

Money Market Portfolio                Class A Shares
                                      Year Ended
                                      September 30, 1995
   
Net asset value, beginning of year       $1.00

Income from investment operations
Net investment income                      .050

Distributions from
Net investment income                     (.050)

Net asset value, end of year             $1.00

Total return<F3>                          5.13%

Ratio to average net assets:
Net investment income                     5.03%
Total expenses<F4>                         .89%
Net expenses                               .87%
Expenses reimbursed and/or waived          .18% 

Net assets, end of year (in thousands)     $153,996

Number of shares outstanding
at end of year (in thousands)              154,044

<F4>Total return prior to 1989 is not audited.
<F5>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

    
    

Money Market Portfolio                      Class A Shares
                                            Year Ended
                                            September 30, 1994

   
Net asset value, beginning of year          $1.00

Income from investment operations
Net investment income                         .031

Distributions from
Net investment income                        (.031)

Net asset value, end of year                $1.00

Total return<F3>                             3.13%

Ratio to average net assets:
Net investment income                        3.07%
Total expenses<F4>                            --
Net expenses                                  .87%
Expenses reimbursed and/or waived             .18% 

Net assets, end of year (in thousands)     $143,779

Number of shares outstanding
at end of year (in thousands)               143,826

<F3>Total return prior to 1989 is not audited.
<F4>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Money Market Portfolio                         Class A Shares
                                               Year Ended
                                               September 30, 1993
   

Net asset value, beginning of year             $1.00

Income from investment operations
Net investment income                            .025

Distributions from
Net investment income                           (.025)

Net asset value, end of year                   $1.00

Total return<F3>                                2.56%

Ratio to average net assets:
Net investment income                           2.54%
Total expenses<F4>                                --
Net expenses                                     .87%
Expenses reimbursed and/or waived                .20% 


Net assets, end of year (in thousands)       $144,985

Number of shares outstanding
at end of year (in thousands)                145,031

<F3>Total return prior to 1989 is not audited.
<F4>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    



Money Market Portfolio                         Class A Shares
                                               Year Ended
                                               September 30, 1992

   
Net asset value, beginning of year             $1.00

Income from investment operations
Net investment income                            .037

Distributions from
Net investment income                           (.037)

Net asset value, end of year                   $1.00

Total return<F3>                                3.79%

Ratio to average net assets:
Net investment income                           3.74%
Total expenses<F4>                                --
Net expenses                                     .87%
Expenses reimbursed and/or waived                .16% 

Net assets, end of year (in thousands)       $171,340

Number of shares outstanding
at end of year (in thousands)                 171,407

<F3>Total return prior to 1989 is not audited.
<F4>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Money Market Portfolio                      Class A Shares
                                            Year Ended
                                            September 30, 1991

   
Net asset value, beginning of year          $1.00

Income from investment operations
Net investment income                         .061

Distributions from
Net investment income                        (.061)

Net asset value, end of year                $1.00

Total return<F5>                             6.32%

Ratio to average net assets:
Net investment income                        6.12%
Total expenses<F6>                             --
Net expenses                                  .87%
Expenses reimbursed and/or waived             .13% 

Net assets, end of year (in thousands)    $193,947

Number of shares outstanding
at end of year (in thousands)              194,015

<F5>Total return prior to 1989 is not audited.
<F6>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Money Market Portfolio                      Class A Shares
                                            Year Ended
                                            September 30, 1990

   
Net asset value, beginning of year          $1.00


Income from investment operations
Net investment income                         .076

Distributions from
Net investment income                        (.076)

Net asset value, end of year                $1.00

Total return<F5>                             7.85%

Ratio to average net assets:
Net investment income                        7.53%
Total expenses<F6>                             --
Net expenses                                  .85%
Expenses reimbursed and/or waived             .14% 

Net assets, end of year (in thousands)    $182,148

Number of shares outstanding
at end of year (in thousands)              182,193

<F5>Total return prior to 1989 is not audited.
<F6>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Money Market Portfolio                    Class A Shares
                                          Year Ended
                                          September 30, 1989

   
Net asset value, beginning of year        $1.00

Income from investment operations
Net investment income                       .084

Distributions from
Net investment income                      (.084)

Net asset value, end of year              $1.00

Total return<F5>                           6.47%

Ratio to average net assets:
Net investment income                      8.40%
Total expenses<F6>                           --
Net expenses                                .85%
Expenses reimbursed and/or waived           .17% 

Net assets, end of year (in thousands)  $139,662

Number of shares outstanding
at end of year (in thousands)            139,707

<F5>Total return prior to 1989 is not audited.
<F6>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Money Market Portfolio                  Class A Shares
                                        Year Ended
                                        September 30, 1988

   
Net asset value, beginning of year      $1.00

Income from investment operations
Net investment income                     .067

Distributions from
Net investment income                    (.067)

Net asset value, end of year            $1.00

Total return<F5>                         5.31%

Ratio to average net assets:
Net investment income                    6.47%
Total expenses<F6>                         --
Net expenses                              .84%
Expenses reimbursed and/or waived         .27% 

Net assets, end of year (in thousands)   $81,253

Number of shares outstanding
at end of year (in thousands)             81,278

<F5>Total return prior to 1989 is not audited.
<F6>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Money Market Portfolio                       Class A Shares
                                             Year Ended
                                             September 30, 1987

   
Net asset value, beginning of year           $1.00

Income from investment operations
Net investment income                          .057

Distributions from
Net investment income                         (.057)

Net asset value, end of year                 $1.00

Total return<F5>                              4.62%

Ratio to average net assets:
Net investment income                         5.52%
Total expenses<F6>                              --
Net expenses                                   .86%
Expenses reimbursed and/or waived              .24% 

Net assets, end of year (in thousands)      $66,285

Number of shares outstanding
at end of year (in thousands)               66,288

<F5>Total return prior to 1989 is not audited.
<F6>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Managed Growth Portfolio                     Class A Shares
                                             Year Ended
                                             September 30, 1996

   
Net asset value, beginning of year           $32.81

Income from investment operations
Net investment income                          .78
Net realized and unrealized gain
(loss) on investments                         2.28
Total from investment operations              3.06

Distributions from
Net investment income                         (.77)
Net realized gains                           (3.75)
Total Distributions                          (4.52)

Total increase (decrease) in
net asset value                              (1.46)

Net asset value, end of year                $31.35

Total return<F7>                             10.27% 

Ratio to average net assets:
Net investment income                        2.58%
Total expenses<F8>                           1.28%
Net expenses                                 1.26% 
Expenses reimbursed and/or waived             .01% 

Portfolio turnover                            111%

Average commission rate paid                 $.05

Net assets, end of year (in thousands)    $594,482

Number of shares outstanding
at end of year (in thousands)               18,964

<F7>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.
<F8>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1995

   
Net asset value, beginning of year      $28.77


Income from investment operations
Net investment income                      .87
Net realized and unrealized gain
(loss) on investments                     4.25
Total from investment operations          5.12

Distributions from
Net investment income                     (.87)
Net realized gains                        (.21)
Total Distributions                      (1.08)

Total increase (decrease) in
net asset value                           4.04

Net asset value, end of year            $32.81

Total return<F7>                         18.21%

Ratio to average net assets:
Net investment income                     2.89%
Total expenses<F8>                        1.28%
Net expenses                              1.26%
Expenses reimbursed and/or waived          .02% 

Portfolio turnover                         114%

Net assets, end of year (in thousands)  $560,981

Number of shares outstanding
at end of year (in thousands)             17,099

<F7>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.
<F8>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1994

   
Net asset value, beginning of year      $30.85

Income from investment operations
Net investment income                      .93
Net realized and unrealized gain
(loss) on investments                    (1.83)
Total from investment operations          (.90)

Distributions from
Net investment income                     (.95)
Net realized gains                        (.23)
Total Distributions                      (1.18)

Total increase (decrease) in
net asset value                          (2.08)

Net asset value, end of year            $28.77

Total return<F7>                         (2.95%)

Ratio to average net assets:
Net investment income                     3.14%
Total expenses<F8>                          --
Net expenses                              1.24%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          34%

Net assets, end of year (in thousands) $512,027

Number of shares outstanding
at end of year (in thousands)           17,800

<F7>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.
<F8>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1993

   
Net asset value, beginning of year      $29.35


Income from investment operations
Net investment income                      .95
Net realized and unrealized gain
(loss) on investments                     1.91
Total from investment operations          2.86

Distributions from
Net investment income                    (.95)
Net realized gains                       (.41)
Total Distributions                     (1.36)

Total increase (decrease) in
net asset value                          1.50

Net asset value, end of year           $30.85

Total return<F9>                         9.98%

Ratio to average net assets:
Net investment income                    3.25%
Total expenses<F10>                         --
Net expenses                             1.25%
Expenses reimbursed and/or waived          -- 

Portfolio turnover                         33%

Net assets, end of year (in thousands) $536,170

Number of shares outstanding
at end of year (in thousands)            17,378

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1992

   
Net asset value, beginning of year      $28.42


Income from investment operations
Net investment income                     1.07
Net realized and unrealized gain
(loss) on investments                     1.82
Total from investment operations          2.89

Distributions from
Net investment income                    (1.95)
Net realized gains                        (.01)
Total Distributions                      (1.96)

Total increase (decrease) in
net asset value                            .93

Net asset value, end of year            $29.35

Total return<F9>                         10.71%

Ratio to average net assets:
Net investment income                     3.90%
Total expenses<F10>                          --
Net expenses                              1.28%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          14%

Net assets, end of year (in thousands) $419,514

Number of shares outstanding
at end of year (in thousands)            14,292

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1991

   
Net asset value, beginning of year      $25.87

Income from investment operations
Net investment income                     1.20
Net realized and unrealized gain
(loss) on investments                     3.10
Total from investment operations          4.30

Distributions from
Net investment income                    (1.00)
Net realized gains                        (.75)
Total Distributions                      (1.75)

Total increase (decrease) in
net asset value                           2.55

Net asset value, end of year            $28.42

Total return<F9>                         17.51%

Ratio to average net assets:
Net investment income                     4.73%
Total expenses<F10>                          --
Net expenses                              1.31%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          25%

Net assets, end of year (in thousands) $329,922

Number of shares outstanding
at end of year (in thousands)            11,609

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1990

   
Net asset value, beginning of year      $27.72

Income from investment operations
Net investment income                     1.09
Net realized and unrealized gain
(loss) on investments                    (1.85)
Total from investment operations          (.76)

Distributions from
Net investment income                     (.63)
Net realized gains                        (.46)
Total Distributions                      (1.09)

Total increase (decrease) in
net asset value                          (1.85)

Net asset value, end of year            $25.87

Total return<F9>                         (2.87%)

Ratio to average net assets:
Net investment income                     4.85%
Total expenses<F10>                          --%
Net expenses                              1.30%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          24%

Net assets, end of year (in thousands) $242,617

Number of shares outstanding
at end of year (in thousands)             9,377

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1989

   
Net asset value, beginning of year      $25.04


Income from investment operations
Net investment income                     1.15
Net realized and unrealized gain
(loss) on investments                     2.97
Total from investment operations          4.12

Distributions from
Net investment income                     (.98)
Net realized gains                        (.46)
Total Distributions                      (1.44)

Total increase (decrease) in
net asset value                           2.68

Net asset value, end of year            $27.72

Total return<F9>                         17.31%

Ratio to average net assets:
Net investment income                     4.49%
Total expenses<F10>                          --
Net expenses                              1.29%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          34%

Net assets, end of year (in thousands)  $212,178

Number of shares outstanding
at end of year (in thousands)              7,654

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1988

   
Net asset value, beginning of year      $27.44

Income from investment operations
Net investment income                     1.09
Net realized and unrealized gain
(loss) on investments                    (1.91)
Total from investment operations          (.82)

Distributions from
Net investment income                    (1.08)
Net realized gains                        (.50)
Total Distributions                      (1.58)

Total increase (decrease) in
net asset value                          (2.40)

Net asset value, end of year            $25.04

Total return<F9>                         (2.48%)

Ratio to average net assets:
Net investment income                    4.30%
Total expenses<F10>                         --
Net expenses                             1.34%
Expenses reimbursed and/or waived          -- 

Portfolio turnover                         46%

Net assets, end of year (in thousands)  $171,931

Number of shares outstanding
at end of year (in thousands)              6,866

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Managed Growth Portfolio                Class A Shares
                                        Year Ended
                                        September 30, 1987

   
Net asset value, beginning of year      $23.25

Income from investment operations
Net investment income                      .65
Net realized and unrealized gain
(loss) on investments                     4.35
Total from investment operations          5.00

Distributions from
Net investment income                     (.70)
Net realized gains                        (.11)
Total Distributions                       (.81)

Total increase (decrease) in
net asset value                           4.19

Net asset value, end of year            $27.44

Total return<F9>                         22.04%

Ratio to average net assets:
Net investment income                     2.82%
Total expenses<F10>                          --%
Net expenses                              1.29%
Expenses reimbursed and/or waived           -- 

Portfolio turnover                          14%

Net assets, end of year (in thousands)   $174,218

Number of shares outstanding
at end of year (in thousands)               6,348

<F9>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.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Managed Growth Portfolio                     Class C Shares
                                             Period Ended
                                             September 30, 1996

   
Net asset value, beginning of period         $32.60


Income from investment operations
Net investment income                           .46
Net realized and unrealized gain
(loss) on investments                          2.17
Total from investment operations               2.63

Distributions from
Net investment income                          (.43)
Net realized gains                            (3.75)
Total Distributions                           (4.18)

Total increase (decrease) in
net asset value                                1.55

Net asset value, end of period               $31.05

Total return<F9>                               8.85%

Ratio to average net assets:
Net investment income                          1.34%
Total expenses<F10>                             2.52%
Net expenses                                   2.50%
Expenses reimbursed and/or waived               .14%

Portfolio turnover                              111%

Average commission rate paid                   $.05

Net assets, end of period (in thousands)      $6,715

Number of shares outstanding
at end of period (in thousands)                  216 

<F9>Total return is not.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    




Managed Growth Portfolio                Class C Shares
                                        Period Ended
                                        September 30, 1995

   
Net asset value, beginning of period      $28.65


Income from investment operations
Net investment income                        .54
Net realized and unrealized gain
(loss) on investments                       4.20
Total from investment operations            4.74

Distributions from
Net investment income                       (.58)
Net realized gains                          (.21)
Total Distributions                         (.79)

Total increase (decrease) in
net asset value                             3.95

Net asset value, end of period            $32.60

Total return<F9>                           16.85%

Ratio to average net assets:
Net investment income                       1.61%
Total expenses<F10>                          2.51%
Net expenses                                2.50%
Expenses reimbursed and/or waived            .42%
           
Portfolio turnover                           114%

Net assets, end of period (in thousands)    $4,065

Number of shares outstanding
at end of period (in thousands)                125

<F9>Total return is not.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Managed Growth Portfolio                 Class C Shares
                                         From Inception
                                         (March 1, 1994) to
                                         September 30, 1994

   
Net asset value, beginning of period      $30.43


Income from investment operations
Net investment income                       .51
Net realized and unrealized gain
(loss) on investments                     (1.66)
Total from investment operations          (1.15)

Distributions from
Net investment income                      (.63)
Net realized gains                           -- 
Total Distributions                        (.63)

Total increase (decrease) in
net asset value                           (1.78)

Net asset value, end of period           $28.65

Total return<F9>                          (3.30%)

Ratio to average net assets:
Net investment income                      1.83%(a)
Total expenses<F10>                           --
Net expenses                               2.47%(a)
Expenses reimbursed and/or waived          1.46%(a)

Portfolio turnover                           34%

Net assets, end of period (in thousands)  $1,893

Number of shares outstanding
at end of period (in thousands)              66

<F9>Total return is not annualized.
<F10>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

(a) Annualized
    
    


Bond Portfolio                               Class A Shares
                                             Period Ended
                                             September 30, 1996

   
Net asset value, beginning of period         $16.34

Income from investment operations
Net investment income                           .92
Net realized and unrealized gain
(loss) on investments                         (.29)
Total from investment operations               .63

Distributions from
Net investment income                         (.91)
Net realized gains                              --
Tax return of capital                           --
Total Distributions                           (.91)

Total increase (decrease) in
net asset value                               (.28)

Net asset value, end of period              $16.06

Total return<F11>                              3.96%

Ratio to average net assets:
Net investment income                         5.60%
Total expenses<F12>                            1.29% 
Net expenses                                  1.26%
Expenses reimbursed and/or waived               -- 

Portfolio turnover                             22%

Net assets, end of period (in thousands)    $62,259

Number of shares outstanding
at end of period (in thousands)               3,876 

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    




Bond Portfolio                               Class A Shares
                                             Period Ended
                                             September 30, 1995

   
Net asset value, beginning of period         $15.49


Income from investment operations
Net investment income                           .96
Net realized and unrealized gain
(loss) on investments                           .91
Total from investment operations               1.87

Distributions from
Net investment income                          (.93)
Net realized gains                             (.06)
Tax return of capital                          (.03)
Total Distributions                           (1.02)

Total increase (decrease) in
net asset value                                 .85

Net asset value, end of period               $16.34

Total return<F11>                              12.57%

Ratio to average net assets:
Net investment income                          6.04%
Total expenses<F12>                            1.24%
Net expenses                                   1.22%
Expenses reimbursed and/or waived                -- 

Portfolio turnover                              29%

Net assets, end of period (in thousands)     $62,929

Number of shares outstanding
at end of period (in thousands)                3,850

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Bond Portfolio                               Class A Shares
                                             Period Ended
                                             September 30, 1994

   
Net asset value, beginning of period         $17.77


Income from investment operations
Net investment income                           .94
Net realized and unrealized gain
(loss) on investments                         (1.81)
Total from investment operations               (.87)

Distributions from
Net investment income                          (.94)
Net realized gains                             (.47)
Tax return of capital                            --
Total Distributions                           (1.41)

Total increase (decrease) in
net asset value                               (2.28)

Net asset value, end of period               $15.49

Total return<F11>                              (5.18%)

Ratio to average net assets:
Net investment income                          5.64%
Total expenses<F12>                               --
Net expenses                                   1.10%
Expenses reimbursed and/or waived                -- 

Portfolio turnover                               19%

Net assets, end of period (in thousands)     $61,573

Number of shares outstanding
at end of period (in thousands)                3,976

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Bond Portfolio                          Class A Shares
                                        Period Ended
                                        September 30, 1993

   
Net asset value, beginning of period      $17.05


Income from investment operations
Net investment income                       1.08
Net realized and unrealized gain
(loss) on investments                        .85
Total from investment operations            1.93

Distributions from
Net investment income                      (1.08)
Net realized gains                          (.13)
Tax return of capital                         --
Total Distributions                        (1.21)

Total increase (decrease) in
net asset value                              .72

Net asset value, end of period            $17.77

Total return<F11>                           11.89%

Ratio to average net assets:
Net investment income                       6.33%
Total expenses<F12>                            --
Net expenses                                 .79%
Expenses reimbursed and/or waived            .20%

Portfolio turnover                            28%

Net assets, end of period (in thousands)  $67,134

Number of shares outstanding
at end of period (in thousands)             3,778

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Bond Portfolio                          Class A Shares
                                        Period Ended
                                        September 30, 1992

   
Net asset value, beginning of period      $16.48


Income from investment operations
Net investment income                       1.15
Net realized and unrealized gain
(loss) on investments                        .78
Total from investment operations            1.93

Distributions from
Net investment income                      (1.15)
Net realized gains                          (.21)
Tax return of capital                         --
Total Distributions                        (1.36)

Total increase (decrease) in
net asset value                              .57

Net asset value, end of period            $17.05

Total return<F11>                          12.29%

Ratio to average net assets:
Net investment income                      6.90%
Total expenses<F12>                           --
Net expenses                                .75%
Expenses reimbursed and/or waived           .24%

Portfolio turnover                           29%

Net assets, end of period (in thousands)   $50,572

Number of shares outstanding
at end of period (in thousands)             2,965

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Bond Portfolio                          Class A Shares
                                        Period Ended
                                        September 30, 1991

   
Net asset value, beginning of period      $15.34


Income from investment operations
Net investment income                        1.21
Net realized and unrealized gain
(loss) on investments                        1.15
Total from investment operations             2.36

Distributions from
Net investment income                       (1.21)
Net realized gains                           (.01)
Tax return of capital                          --
Total Distributions                         (1.22)

Total increase (decrease) in
net asset value                              1.14

Net asset value, end of period             $16.48

Total return<F11>                            15.95%

Ratio to average net assets:
Net investment income                        7.63%
Total expenses<F12>                             --
Net expenses                                  .77%
Expenses reimbursed and/or waived             .27%

Portfolio turnover                             24%

Net assets, end of period (in thousands)    $33,259

Number of shares outstanding
at end of period (in thousands)               2,018

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Bond Portfolio                          Class A Shares
                                        Period Ended
                                        September 30, 1990

   
Net asset value, beginning of period      $15.71


Income from investment operations
Net investment income                       1.24
Net realized and unrealized gain
(loss) on investments                       (.32)
Total from investment operations             .92

Distributions from
Net investment income                      (1.24)
Net realized gains                          (.05)
Tax return of capital                         --
Total Distributions                        (1.29)

Total increase (decrease) in
net asset value                             (.37)

Net asset value, end of period            $15.34

Total return<F11>                            6.09%

Ratio to average net assets:
Net investment income                       8.02%
Total expenses<F12>                            --
Net expenses                                 .65%
Expenses reimbursed and/or waived           .45%

Portfolio turnover                           22%

Net assets, end of period (in thousands)    $23,298

Number of shares outstanding
at end of period (in thousands)               1,519

<F11>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.
<F12>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Bond Portfolio                               Class A Shares
                                             Period Ended
                                             September 30, 1989

   
Net asset value, beginning of period         $15.43


Income from investment operations
Net investment income                          1.31
Net realized and unrealized gain
(loss) on investments                           .30
Total from investment operations               1.61

Distributions from
Net investment income                         (1.29)
Net realized gains                             (.04)
Tax return of capital                           --
Total Distributions                           (1.33)

Total increase (decrease) in
net asset value                                  .28

Net asset value, end of period                $15.71

Total return<F13>                              10.93%

Ratio to average net assets:
Net investment income                         8.53%
Total expenses<F14>                              --
Net expenses                                   .17%
Expenses reimbursed and/or waived              .92%

Portfolio turnover                              50%

Net assets, end of period (in thousands)    $12,792

Number of shares outstanding
at end of period (in thousands)                 814

<F13>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.
<F14>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    




Bond Portfolio                               Class A Shares
                                             Period Ended
                                             September 30, 1988

   
Net asset value, beginning of period         $14.81


Income from investment operations
Net investment income                          1.16
Net realized and unrealized gain
(loss) on investments                           .62
Total from investment operations               1.78

Distributions from
Net investment income                         (1.16)
Net realized gains                                --
Tax return of capital                             --
Total Distributions                           (1.16)

Total increase (decrease) in
net asset value                                 .62

Net asset value, end of period               $15.43

Total return<F13>                              12.32%

Ratio to average net assets:
Net investment income                          8.14%
Total expenses<F14>                               --
Net expenses                                     --
Expenses reimbursed and/or waived              1.56%

Portfolio turnover                               27%

Net assets, end of period (in thousands)      $5,235

Number of shares outstanding
at end of period (in thousands)                  339

<F13>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.
<F14>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Bond Portfolio                           Class A Shares
                                        From Inception
                                        (August 24, 1987) to
                                        September 30, 1987

   
Net asset value, beginning of period      $15.00


Income from investment operations
Net investment income                        .04
Net realized and unrealized gain
(loss) on investments                       (.20)
Total from investment operations            (.16)

Distributions from
Net investment income                       (.03)
Net realized gains                            --
Tax return of capital                         --
Total Distributions                         (.03)

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

Net asset value, end of period            $14.81

Total return<F13>                          (13.56%)(a)

Ratio to average net assets:
Net investment income                       .34%(a)
Total expenses<F14>                           --
Net expenses                                .50%(a)
Expenses reimbursed and/or waived          1.16%(a)

Portfolio turnover                           --

Average commission rate paid                                 
Net assets, end of period (in thousands)       $344

Number of shares outstanding
at end of period (in thousands)                  23

<F13>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.
<F14>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
(a) Annualized
    
    

Managed Growth Portfolio                Class C Shares
                                        From Inception
                                        (March 1, 1994) to
                                        September 30, 1994

   
Net asset value, beginning of period      $16.71


Income from investment operations
Net investment income                        .45
Net realized and unrealized gain
(loss) on investments                      (1.23)
Total from investment operations            (.78)

Distributions from
Net investment income                       (.50)
Net realized gains                            --
Tax return of capital                         -- 
Total Distributions                         (.50)

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

Net asset value, end of period            $15.43

Total return<F4>                           (4.13%)

Ratio to average net assets:
Net investment income                      4.63%(a)
Total expenses<F5>                           --
Net expenses                               2.41%(a)
Expenses reimbursed and/or waived          9.60%(a)

Portfolio turnover                           19%

Net assets, end of period (in thousands)    $315

Number of shares outstanding
at end of period (in thousands)               20

<F4>Total return is not annualized and does not reflect deduction of Class A
front-end sales charges.
<F5>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

(a) Annualized
    
    

Equity Portfolio                        Class A Shares
                                        Year Ended
                                        September 30, 1996

   
Net asset value, beginning of year       $21.12

Income from investment operations
Net investment income                       .03
Net realized and unrealized gain
(loss) on investments                      3.26
Total from investment operations           3.29

Distributions from
Net investment income                      (.06)
Net realized gains                        (1.81)
Total Distributions                       (1.87)

Total increase (decrease) in
net asset value                            1.42

Net asset value, end of year             $22.54

Total return<F15>                          16.62%

Ratio to average net assets:
Net investment income                       .15%
Total expenses<F16>                         1.29%
Net expenses                               1.27%
Expenses reimbursed and/or waived            --

Portfolio turnover                          118%

Average commission rate paid               $.06
 
Net assets, end of period (in thousands)$101,344

Number of shares outstanding
at end of year (in thousands)             4,496

<F15>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.
<F16>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Equity Portfolio                        Class A Shares
                                        Year Ended
                                        September 30, 1995

   
Net asset value, beginning of year       $20.13


Income from investment operations
Net investment income                       .06
Net realized and unrealized gain
(loss) on investments                      2.22
Total from investment operations           2.28

Distributions from
Net investment income                      (.04)
Net realized gains                        (1.25)
Total Distributions                       (1.29)

Total increase (decrease) in
net asset value                             .99

Net asset value, end of year             $21.12

Total return<F15>                          12.43%

Ratio to average net assets:
Net investment income                       .32%
Total expenses<F16>                         1.38%
Net expenses                               1.36%
Expenses reimbursed and/or waived            --

Portfolio turnover                           35%

Net assets, end of period (in thousands) $90,951

Number of shares outstanding
at end of year (in thousands)              4,307

<F15>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.
<F16>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Equity Portfolio                              Class A Shares
                                             Year Ended
                                             September 30, 1994

   
Net asset value, beginning of year           $21.43


Income from investment operations
Net investment income                           .13
Net realized and unrealized gain
(loss) on investments                         (1.04)
Total from investment operations               (.91)

Distributions from
Net investment income                          (.28)
Net realized gains                             (.11)
Total Distributions                            (.39)

Total increase (decrease) in
net asset value                               (1.30)

Net asset value, end of year                 $20.13

Total return<F15>                              (4.33%)

Ratio to average net assets:
Net investment income                           .65%
Total expenses<F16>                                --
Net expenses                                   1.27%
Expenses reimbursed and/or waived                --

Portfolio turnover                               94%

Net assets, end of period (in thousands)    $92,970

Number of shares outstanding
at end of year (in thousands)                4,620

<F15>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.
<F16>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Equity Portfolio                             Class A Shares
                                             Year Ended
                                             September 30, 1993

   
Net asset value, beginning of year          $20.03

Income from investment operations
Net investment income                         .21
Net realized and unrealized gain
(loss) on investments                        1.36
Total from investment operations             1.57

Distributions from
Net investment income                       (.17)
Net realized gains                            --
Total Distributions                         (.17)

Total increase (decrease) in
net asset value                             1.40

Net asset value, end of year              $21.43

Total return<F15>                            7.82%

Ratio to average net assets:
Net investment income                       1.06%
Total expenses<F16>                            --
Net expenses                  1.13%
Expenses reimbursed and/or waived             --

Portfolio turnover                            43%

Net assets, end of period (in thousands)   $85,042

Number of shares outstanding
at end of year (in thousands)               3,968

<F15>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.
<F16>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Equity Portfolio                        Class A Shares
                                        Year Ended
                                        September 30, 1992

   
Net asset value, beginning of year        $18.89


Income from investment operations
Net investment income                        .17
Net realized and unrealized gain
(loss) on investments                        1.20
Total from investment operations             1.37

Distributions from
Net investment income                        (.23)
Net realized gains                             --
Total Distributions                          (.23)

Total increase (decrease) in
net asset value                              1.14

Net asset value, end of year               $20.03

Total return<F17>                            7.36%

Ratio to average net assets:
Net investment income                        1.02%
Total expenses<F18>               --
Net expenses                                 1.17%
Expenses reimbursed and/or waived              --

Portfolio turnover                             24%

Net assets, end of period (in thousands)    $64,629

Number of shares outstanding 
at end of year (in thousands)                 3,226

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Equity Portfolio                        Class A Shares
                                        Year Ended
                                        September 30, 1991

   
Net asset value, beginning of year       $15.86


Income from investment operations
Net investment income                       .44
Net realized and unrealized gain
(loss) on investments                       2.96
Total from investment operations            3.40

Distributions from
Net investment income                       (.37)
Net realized gains                            --
Total Distributions                         (.37)

Total increase (decrease) in
net asset value                              3.03

Net asset value, end of year               $18.89

Total return<F17>                            21.88%

Ratio to average net assets:
Net investment income                        1.94%
Total expenses<F18>                             --
Net expenses                                 1.04%
Expenses reimbursed and/or waived             .18%

Portfolio turnover                             27%

Net assets, end of period (in thousands)   $42,642

Number of shares outstanding
at end of year (in thousands)                2,258

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Equity Portfolio                              Class A Shares
                                             Year Ended
                                              September 30, 1990

   
Net asset value, beginning of year           $18.07


Income from investment operations
Net investment income                           .32
Net realized and unrealized gain
(loss) on investments                         (2.24)
Total from investment operations              (1.92)

Distributions from
Net investment income                          (.24)
Net realized gains                             (.05) 
Total Distributions                            (.29) 
Total increase (decrease) in
net asset value                               (2.21)

Net asset value, end of year                 $15.86

Total return<F17>                             (10.80%)

Ratio to average net assets:
Net investment income                          2.64%
Total expenses<F18>                               --
Net expenses                                    .78%
Expenses reimbursed and/or waived               .50%

Portfolio turnover                               31%

Net assets, end of period (in thousands)    $22,212

Number of shares outstanding
at end of year (in thousands)                 1,401

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Equity Portfolio                             Class A Shares
                                             Year Ended
                                             September 30, 1989

   
Net asset value, beginning of year           $14.58


Income from investment operations
Net investment income                           .40
Net realized and unrealized gain
(loss) on investments                          3.40
Total from investment operations               3.80

Distributions from
Net investment income                          (.31)
Net realized gains                                --
Total Distributions                            (.31)

Total increase (decrease) in
net asset value                                3.49

Net asset value, end of year                 $18.07

Total return<F17>                              26.69%

Ratio to average net assets:
Net investment income                         2.48%
Total expenses<F18>                              --
Net expenses                                   .21%
Expenses reimbursed and/or waived             1.17%

Portfolio turnover                               8%

Net assets, end of period (in thousands)    $7,927

Number of shares outstanding
at end of year (in thousands)                  439

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    


Equity Portfolio                        Class A Shares
                                        Year Ended
                                        September 30, 1988

   
Net asset value, beginning of year       $15.33


Income from investment operations
Net investment income                       .87
Net realized and unrealized gain
(loss) on investments                     (1.53)
Total from investment operations           (.66)

Distributions from
Net investment income                      (.08)
Net realized gains                         (.01)
Total Distributions                        (.09)

Total increase (decrease) in
net asset value                            (.75)

Net asset value, end of year             $14.58

Total return<F17>                         (4.26%)

Ratio to average net assets:
Net investment income                      2.85%
Total expenses<F18>                           --
Net expenses                                 --
Expenses reimbursed and/or waived          2.49%

Portfolio turnover                           23%

Net assets, end of period (in thousands)  $1,711

Number of shares outstanding
at end of year (in thousands)                117

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    



Equity Portfolio                             Class A Shares
                                             From Inception
                                             (August 24, 1987) to
                                             September 30, 1987

   
Net asset value, beginning of year           $15.00

Income from investment operations
Net investment income                           .02
Net realized and unrealized gain
(loss) on investments                           .31
Total from investment operations                .33

Distributions from
Net investment income                            --
Net realized gains                               --
Total Distributions                              --

Total increase (decrease) in
net asset value                                  .33

Net asset value, end of year                  $15.33

Total return<F17>                               25.56%(a)

Ratio to average net assets:
Net investment income                            .31%(a)
Total expenses<F18>                                --
Net expenses                                     .50%(a)
Expenses reimbursed and/or waived               1.50%(a)

Portfolio turnover                                --

Net assets, end of period (in thousands)          $265

Number of shares outstanding
at end of year (in thousands)                       17

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

(a) Annualized
    
    

Equity Portfolio                             Class C Shares
                                             Year Ended
                                             September 30, 1996

Net asset value, beginning of year           $20.66

Income from investment operations
Net investment income                        (.16)
Net realized and unrealized gain
(loss) on investments                        3.04
Total from investment operations             2.88

Distributions from
Net investment income                        (.02)
Net realized gains                          (1.81)
Total Distributions                         (1.83)

Total increase (decrease) in
net asset value                              1.05

Net asset value, end of year               $21.71

Total return<F17>                           14.85%

Ratio to average net assets:
Net investment income (loss)                (1.42%)
Total expenses<F18>                          2.86%
Net expenses                                 2.85%
Expenses reimbursed and/or waived              --

Portfolio turnover                            118%

Average commission rate paid                 $.06

Net assets, end of period (in thousands)    $2,996

Number of shares outstanding
at end of year (in thousands)                  138

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

    



Equity Portfolio                        Class C Shares
                                        Year Ended
                                        September 30, 1995

   
Net asset value, beginning of year       $19.98


Income from investment operations
Net investment income                      (.03)
Net realized and unrealized gain
(loss) on investments                      2.05
Total from investment operations           2.02

Distributions from
Net investment income                      (.09)
Net realized gains                        (1.25)
Total Distributions                       (1.34)

Total increase (decrease) in
net asset value                              .68

Net asset value, end of year              $20.66

Total return<F17>                          11.16%

Ratio to average net assets:
Net investment income (loss)                (.84%)
Total expenses<F18>                         2.51%
Net expenses                                2.50%
Expenses reimbursed and/or waived           1.07%

Portfolio turnover                            35%

Net assets, end of period (in thousands)   $1,802

Number of shares outstanding
at end of year (in thousands)                  87

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
    
    

Equity Portfolio                             Class C Shares
                                        March 1, 1994(Inception) to
                                             September 30, 1994

   
Net asset value, beginning of year       $22.12

Income from investment operations
Net investment income                      (.06)
Net realized and unrealized gain
(loss) on investments                     (2.08)
Total from investment operations          (2.14)

Distributions from
Net investment income                        --
Net realized gains                           --
Total Distributions                          --

Total increase (decrease) in
net asset value                            (2.14)

Net asset value, end of year              $19.98

Total return<F17>                           (9.14%)

Ratio to average net assets:
Net investment income                      (1.06%)(a)
Total expenses<F18>                            --
Net expenses                                2.75%(a)
Expenses reimbursed and/or waived           4.60%(a)

Portfolio turnover                            94%

Net assets, end of period (in thousands)    $670

Number of shares outstanding
at end of year (in thousands)                 34

<F17>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.
<F18>Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.

(a) Annualized
    
    


INVESTMENT OBJECTIVES AND POLICIES

The Fund is designed for individual and institutional investors, including
ERISA fiduciaries, seeking growth of capital or current income through
investment in enterprises that make a significant contribution to society
through their products and services and through the way they do business. The
Managed Growth Portfolio is designed for long-term investment. The Money
Market Portfolio is designed for short-term cash management and stability of
principal. The Bond Portfolio is designed for current income and preservation
of capital. The Equity Portfolio is designed for capital growth.

Money Market Portfolio

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

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

Managed Growth Portfolio

   
The Managed Growth Portfolio seeks to achieve a total return above the rate of
inflation through an actively managed portfolio of stocks, bonds and money
market instruments (including repurchase agreements secured by such
instruments) selected with a concern for the investment and social impact of
each investment. It is not the policy of the Managed Growth Portfolio to take
risks to obtain speculatively or aggressively high returns. The portfolio is a
"Balanced" portfolio, and intends to invest approximately 55% of its assets in
equities and 45% in fixed income securities. See "Portfolio Mangers" for
more information. Generally, equity investments are selected by the
Sub-Advisors, subject to direction and control by the Fund's Advisor and Board
of Trustees. CAM manages the Portfolio's fixed-income assets. The Investment
Advisors determine the mix for the Managed Growth Portfolio depending upon
their view of market conditions and the economic outlook.


The Managed Growth Portfolio may purchase both common and preferred stock. The
Portfolio normally invests in bonds which are considered investment grade,
including bonds which are direct or indirect obligations of the U.S.
Government, or which at the date of investment are rated AAA, AA, A, or BBB by
S&P or Aaa, Aa, A, or Baa by Moody's. The Portfolio may purchase lower-rated
obligations (those rated below BBB, which are considered non-investment grade
securities) but no more than 20% of its assets may be invested in obligations
rated lower than B. The Portfolio may purchase without limitation bonds which
are unrated but of comparable quality to bonds rated B or better as determined
by the Advisors under the supervision of the Board of Trustees. The Managed
Growth Portfolio does not currently hold or intend to invest more than 5% of
its net assets in non-investment grade securities. See the Statement of
Additional Information ("SAI") for additional information concerning bond
ratings.
    
    


Bond Portfolio

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

   
In seeking to achieve these objectives, it is anticipated that under normal
conditions the Bond Portfolio will invest at least 65% of the value of its
assets in publicly-traded straight debt securities which have an investment
grade rating of A or above as determined by a nationally recognized rating
service such as S&P or Moody's, or if unrated, determined to be of comparable
quality. The Portfolio may also invest in obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities, or in cash and cash
equivalents. Up to 20% of the Bond Portfolio's total assets may be invested in
straight debt securities which are not rated within the four highest grades
(including bonds rated below Baa or BBB and unrated securities), in
convertible debt securities, convertible preferred and preferred stocks, or
other securities. The Bond Portfolio does not currently hold or intend to
invest more than 5% of its net assets in non-investment grade securities. See
the SAI for additional information concerning bond ratings.
    

Equity Portfolio

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

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

ALL INVESTMENTS ARE SELECTED WITH A CONCERN FOR THE SOCIAL IMPACT OF EACH
INVESTMENT

         The Fund invests in accordance with its philosophy that long-term
rewards to investors will come from those organizations whose products,
services, and methods enhance the human condition and the traditional American
values of individual initiative, equality of opportunity and cooperative
effort.

         The Fund has developed the following criteria for the selection of
organizations in which it invests. The Fund recognizes, however, that these
criteria represent standards of behavior which few, if any, organizations
totally satisfy and that, as a matter of practice, evaluation of a particular
organization in the context of these criteria will involve subjective judgment
by the Fund's Investment Advisor and Sub-Advisors.

         Given these considerations, the Fund seeks to invest in a producer or
service provider which:

         1.   Delivers safe products and services in ways which sustain our
              natural environment. For example, the Fund looks for companies
              that produce energy from renewable resources, while avoiding
              consistent polluters.

         2.   Is managed with participation throughout the organization in
              defining and achieving objectives. For example, the Fund looks
              for companies that offer employee stock ownership or
              profit-sharing plans.

         3.   Negotiates fairly with its workers, provides an environment
              supportive of their wellness, does not discriminate on the basis
              of race, gender, religion, age, disability, ethnic origin, or
              sexual orientation, does not consistently violate regulations of
              the Equal Employment Opportunity Commission, and provides
              opportunities for women, disadvantaged minorities, and others
              for whom equal opportunities have often been denied. For
              example, the Fund considers both unionized and non-union firms
              with good labor relations.

         4.   Fosters awareness of a commitment to human goals, such as
              creativity, productivity, self-respect and responsibility,
              within the organization and the world, and continually recreates
              a context within which these goals can be realized. For example,
              the Fund looks for companies with an above average commitment to
              community affairs and charitable giving.

         The Fund will not invest in an issuer which the Advisors determine to
be significantly engaged in:

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

         2.   Business activities in support of repressive regimes.

         3.   The manufacture of weapon systems.

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

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

INVESTMENT SELECTION PROCESS

Investments are selected on the basis of their ability to contribute to the
dual objectives of the Fund.

Potential investments are first screened for financial soundness and then
evaluated according to the Fund's social criteria. To the greatest extent
possible investments are made in companies exhibiting unusual, positive
accomplishments with respect to one or more of the criteria. Companies must
meet the Fund's minimum standards for all the criteria. With respect to
government securities, the Fund invests primarily in debt obligations issued
or guaranteed by agencies or instrumentalities of the U.S. Government whose
purposes further or are compatible with the Fund's social criteria, such as
obligations of the Student Loan Marketing Association, rather than general
obligations of the U.S. Government, such as Treasury securities. It should be
noted that the Fund's social criteria tend to limit the availability of
investment opportunities more than is customary with other investment
companies.

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

ADDITIONAL INVESTMENT POLICIES

As a matter of fundamental investment policy which cannot be changed without
shareholder approval, no more than 25% of the value of a Portfolio's assets
may be invested in any one industry, no more than 5% of a Portfolio's assets
may be invested in any one company, nor may a Portfolio, or the Fund in the
aggregate, purchase more than 10% of the voting securities of any issuer.

The Managed Growth, Bond and Equity Portfolios each 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 Portfolios can use these practices either as
substitution or as protection against an adverse move in the Portfolios to
adjust the risk and return characteristics of the Portfolios. If the Advisor
and/or Sub-Advisor judges market conditions incorrectly or employs a strategy
that does not correlate well with a 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
Portfolio 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 Fund's 10% restriction on illiquid securities. See the SAI for more detail
about these strategies.


The Fund may engage in repurchase agreements and reverse repurchase
agreements. In a repurchase agreement, the Fund buys a security subject to the
right and obligation to sell it back at a higher price. In order to minimize
any risk involved, the Fund engages in such transactions only with recognized
securities dealers determined by the Advisor to present a minimal credit risk.
Repurchase agreements are fully collateralized and always have a maturity of
less than one year. In a reverse repurchase agreement, the Fund sells a
security subject to the right and obligation to buy it back at a higher price.
The Fund then invests the proceeds from the transaction in another obligation
in which it is authorized to invest. For reverse repurchase agreements, the
Fund maintains in a segregated account liquid assets equal in value to the
repurchase price.

Each Portfolio may borrow money from banks (and pledge its assets to secure
such borrowing) for temporary or emergency purposes, but not for leverage.
Such borrowing may not exceed 10% of the value of that Portfolio's total
assets.

The Fund has adopted the following operating (i.e., non-fundamental)
investment policies which may be changed by the Board of Trustees without
shareholder approval:

No Portfolio may purchase or hold illiquid securities if more than 10% of the
value of that Portfolio's net assets would be invested in such securities.

   
Each Portfolio may invest up to 25% of its assets in the securities of foreign
issuers. The Portfolios may purchase foreign securities directly, on foreign
markets, or those represented by American Depositary Receipts ("ADRs"), or
other receipts evidencing ownership of foreign securities, such as
International Depository Receipts and Global Depository Receipts. ADRs are
U.S. dollar-denominated and traded in the U.S. on exchanges or over the
counter. Foreign securities may involve additional risks, including currency
fluctuations, risks relating to political or economic conditions, and the
potentially less stringent investor protection and disclosure standards of
foreign markets. These factors could make foreign investments, especially
those in developing countries, less liquid and more volatile. In addition, the
costs of foreign investing, including withholding taxes, brokerage commissions
and custodial costs are generally higher than for U.S. investments. By
investing in ADRs rather than directly in foreign issuers' stock, the
Portfolios may avoid some currency and some liquidity risks. The information
available for ADRs is subject to the more uniform and more exacting
accounting, auditing and financial reporting standards of the domestic market
or exchange on which they are traded. The Money Market Portfolio may purchase
only high quality U.S. dollar-denominated instruments.

For further information on the Fund's investment policies and restrictions,
see the SAI.

Special Equities and Private Placements

Due to the particular social objective of the Fund, opportunities may exist to
promote especially promising approaches to social goals through privately
placed investments. The Special Equities Committee of the Board of Trustees
identifies, evaluates, and selects certain of these investments, typically for
the Managed Growth Portfolio, subject to ratification by the Board. The
private placement investments undertaken by the Fund, if any, may be subject
to a high degree of risk. Such investments may involve relatively small and
untried enterprises that have been selected in the first instance because of
some attractive social objectives or policies.

Many private placement investments have no readily available market and may
therefore be considered illiquid. Fund investments in private placements and
other securities for which market quotations are not readily available are
valued at fair value under the direction and control of the Board.
    
    
High Social Impact Investments

   
Each Portfolio may invest a small portion of its respective assets in
investments in securities that offer a rate of return below the then
prevailing market rate and that present attractive opportunities for
furthering the Fund's social criteria ("High Social Impact Investments"); such
High Social Impact investments must be less than 1% of the Portfolio's assets.
Such securities are typically illiquid and unrated and generally considered
non-investment grade debt securities which involve a greater risk of default or
price decline than investment-grade securities. Through diversification and
credit analysis and limited maturity, investment risk can be reduced, although
there can be no assurance that losses will not occur. The High Social Impact
Investments Committee of the Board identifies, evaluates, selects and values
these investments, subject to ratification by the Board.
    

YIELD AND TOTAL RETURN

The Portfolios may advertise different types of yield and total return
performance, which is calculated separately for each class. All performance
figures are based on historical earnings and are not intended to indicate
future performance. Further information about the Fund's performance is
contained in its Annual Report to Shareholders, which may be obtained without
charge.

Money Market Portfolio

The Money Market Portfolio may advertise "yield" and "effective yield." The
"yield" of the Fund 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.

Bond Portfolio

Yield measures the Bond Portfolio's current investment performance for each
class, that is, the rate of income on its portfolio investments divided by the
share price of the class. 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 for that class on the last day of that
period. Yields are calculated according to accounting methods that are
standardized for all stock and bond funds.

Managed Growth, Bond, and Equity Portfolios

Total return differs from yield in that yield figures measure only the income
component of a Portfolio's investments, while total return includes not only
the effect of income dividends but also any change in net asset value, or
principal amount, during the stated period. The total return of a class shows
its overall change in value, including changes in share price and assuming all
of its dividends and capital gain distributions are reinvested. A cumulative
total return reflects the performance of the class 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  without
maximum sales charge" do not reflect  deduction of the sales charge.  You should
consider  these 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.

MANAGEMENT OF THE FUND

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

The Fund is an open-end diversified management investment company, organized
as a Massachusetts business trust on March 15, 1982.

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 each share you own, except that matters
affecting classes differently, such as Distribution Plans, will be voted on
separately by the affected class(es).


Board of Trustees

REBECCA ADAMSON
President, First Nations Development Institute
RICHARD L. BAIRD, JR.
Director of Finance, Family Health Council, Inc.
JOHN G. GUFFEY, JR.
Chair, Calvert Social Investment Foundation
Treasurer and Director, Silby, Guffey & Co., Inc.
JOY V. JONES, Esq.
Attorney and Entertainment Manager
TERRENCE J. MOLLNER, Ed.D.
Founder and Chair, Trusteeship Institute, Inc.
(Ms.) SYDNEY AMARA MORRIS
Senior Minister, Unitarian Church of Vancouver, Canada
CHARLES T. NASON
Chairman, President, and Chief Executive Officer, The Acacia Group
D. WAYNE SILBY
President, Secretary, and Director, Silby, Guffey & Co., Inc.
CLIFTON S. SORRELL, JR.
President, Calvert Group, Ltd. and its subsidiaries

Advisory Council

The Advisory Council is a resource to the Board of Trustees regarding
communication networks for the Fund and the application and refinement of the
Fund's social criteria.

   
TIMOTHY SMITH
(Chair) Executive Director, Interfaith Center on Corporate Responsibility
University
ROBERT BROWNE
President, Twenty-First Century Foundation
WILLIAM J. BYNUM
President and CEO, Enterprise Corporation for the Delta
JACK CHIN
Program Officer, Gap Foundation
FRED DAVIE
Deputy President, Borough of Manhattan
MARIAN WRIGHT EDELMAN
President & Founder, Children's Defense Fund
MICHAEL FISCHER
Executive Director, California State Coastal Conservancy
ELIZABETH HARRIS
Vice President, UNC Partners, Inc.
SOPHIA BRACEY HARRIS
Founder and Executive Director, The Federation of Childcare Centers of
Alabama, Inc.
JAMES E. HEARD
President, Institutional Shareholder Services, Inc.
HAZEL HENDERSON
Independent Futurist and Author
ERICA HUNT
Senior Program Officer, New World Foundation
GRACE LECLAIR
Writer, Consultant and Theorist Concerning the Impacts of Economics on Family
and Community Life
KAI LEE
Professor of Environmental Studies and Director of the Center for
Environmental Studies, Williams College
JESSICA LIPNACK
President, The Networking Institute, Inc.
ROBERT CARTER RANDOLPH
Special Trade Representative, Office of the Governor, State of Washington



RUSTUM ROY
Professor of Geochemistry, Pennsylvania State University
BYRON RUSHING
State Representative, Massachusetts
MARC DAVID SARKADY
Leadership Consultant on Values & Visions to Renew Corporations & Governments
GAIL SNOWDEN
President, First Community Bank, Bank of Boston
JEFFREY STAMPS
Chairman, The Networking Institute, Inc.
THOMAS STONEBACK
Vice President and Chief Administrative Officer, Rodale Press, Inc.
DARRELD RAY TURNER, II
Policy Advisor, Cherokee Nation of Oklahoma
DIANE WHITE
Owner, Blackberry

D. Wayne Silby, Chair of the Fund's Board of Trustees, serves as an ex officio
member of the Advisory Council. Mr. Smith is the chair of the Advisory Council.

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.
    
    
Portfolio Managers

Managed Growth Portfolio

   
The Managed Growth Portfolio is managed by multiple investment sub-advisors.
With the multi-manager approach, there will be several investment strategies
in place at any given time in order to help the Portfolio pursue its
investment objectives. The Managed Growth Portfolio may employ "growth
managers," who generally concentrate on stocks that have demonstrated, or are
expected to produce, earnings growth rates significantly greater than the
market as a whole, as well as "value managers," who tend to make stock
selections on the basis of perceived relative value as determined by a defined
model in a bottom-up approach.


Specifically,  CAM has  retained,  and the  Portfolio's  shareholders  have
authorized a pool of five investment sub-advisors ("Sub-Advisors") to manage the
Managed Growth Portfolio's assets,  though they will not necessarily be managing
the  Portfolio's  money at the same time.  CAM has retained  United States Trust
Company of Boston ("U.S. Trust"), NCM Capital  Management Group, Inc.  ("NCM"),
Brown Capital Management,  Inc. ("Brown"),  Fortaleza Asset Management, Inc. and
Frontier Capital Management, Inc. as sub-advisors for the Portfolio.  Currently,
portfolio assets are managed by CAM, NCM, and Brown. See the SAI for information
on the other Sub-Advisors.

Asset management of the Managed Growth Portfolio will be by a team headed by
Reno J. Martini, Sr. Vice President and Chief Investment Officer. Mr. Martini
oversees the management of all Calvert portfolios. He has extensive experience
evaluating and purchasing municipal securities.

NCM's portfolio management team consists of seven members. Maceo K. Sloan,
CFA, FLMI, is Chairman, President, Chief Executive Officer, and Chief
Investment Officer of the company. He received a BA from Morehouse College,
and MBA from Georgia State University, and a JD from North Carolina Central
University. He is a Chartered Financial Analyst, and is Fellow of the Life
Management Institute. Mr. Sloan is a regular panelist on the PBS program Wall
Street Week in Review and has been a panelist and chaired several conferences
concerning investment opportunities in South Africa, such as the RCB
International Seminar and the Pensions 2000 on South Africa.

     Asset management by Brown Capital  Management,  Inc. is by a team headed by
Eddie C. Brown.Eddie C. Brown,  Portfolio Manager, is founder and President of
Brown Capital Management. He has over 22 years of investment experience,  having
served as Vice  President  and  Portfolio  Manager for 10 years at T. Rowe Price
Associates  immediately  prior to starting his own firm. Mr. Brown holds a BS in
Electrical Engineering from Howard University,  an MS in Business Administration
from    the    Indiana    University    School    of    Business.    He   is   a
professionally-designated  Chartered Financial Analyst and Chartered  Investment
Counselor.  Additionally,  he is a Commissioner for Maryland Public Broadcasting
(a Gubernatorial appointment), member of the Board of Directors of the Baltimore
Community  Foundation,   member  of  the  Dean's  Advisory  Council  of  Indiana
University  School of Business,  sole  inductee of the "Wall Street Week Hall of
Fame," and a member of The President's Roundtable.

Bond Portfolio

U.S. Trust is the Sub-Advisor to the Bond Portfolio. U.S. Trust is a
Massachusetts - chartered commercial bank with full trust powers. It is
wholly-owned and the principal subsidiary of UST Corp., a Massachusetts bank
holding company. It is located at 30 Court Street, Boston, Massachusetts
02108. The Trust Department of U.S. Trust has managed funds as a fiduciary
since 1895.

Cheryl Smith, Vice President of U.S. Trust is the portfolio manager for the
Bond Portfolio. Ms. Smith joined U.S. Trust in 1992. In addition to the
management of the Bond Portfolio, her duties at U.S. Trust include management
of institutional and individual client investment portfolios and integration
of client social criteria into the portfolio management process. She served as
Vice President of Franklin Research & Development from 1987 to 1992. Ms. Smith
has managed the Bond Portfolio since August 1994. She is a Chartered Financial
Analyst and holds a Ph.D. in Economics from Yale University.

Equity Portfolio

Philip J. Schettewi, Managing Partner, Vice President, and Chief Portfolio
Strategist of Loomis, Sayles & Company, L.P., is the portfolio manager for the
Equity Portfolio. Mr. Schettewi is a Chartered Financial Analyst, and has 15
years experience in the investment business.

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, 1996, Calvert Group managed and administered assets in
excess of $5.2 billion and more than 220,000 shareholder and depositor
accounts.


NCM Capital Management Group, Inc.

Managed Growth Portfolio
NCM Capital Management Group, Inc. manages approximately 55% of the equity
portion of the Managed Growth Portfolio as of December 31, 1996. NCM was
founded by Maceo K. Sloan in 1986 as a subsidiary of North Carolina Mutual
Life Insurance Company, which was established by Mr. Sloan's ancestors in 1898
and is one of the oldest and largest minority-owned financial institutions in
the country. NCM has been an employee-owned subsidiary of Sloan Financial
Group since 1991. Sixty percent of Sloan Financial Group is co-owned by Mr.
Sloan and Justin E. Beckett, who is Executive Vice President and a Director of
NCM. NCM is one of the largest minority-owned investment management firms in
the country, and provides products in equity, fixed income and balanced
portfolio management. It is also one of the industry leaders in the employment
and training of minority and women investment professionals.


Clifford D. Mpare, CFA, CMA, is Senior Vice President and Director of
Investments. He received his BComm from St. Mary's University and an MBA from
Dalhousie University. He is a Chartered Financial Analyst and a Certified
Management Accountant. Lawrence J. Verny is a Vice President. He received his
BS from Fairleigh Dickinson University and is a CFA candidate. Wendell E.
Mackey is a Vice President. He received his BBA from Howard University, and an
MM from the J.L. Kellogg Graduate School of Management at Northwestern
University. Mr. Mackey is a CFA candidate. Stephon A. Jackson, CFA, is a Vice
President and Director of Research. He received his BS from the University of
North Carolina and his MBA from The Wharton School of the University of
Pennsylvania. He is a Chartered Financial Analyst. David C. Carter is a Vice
President, and received his BS and MBA from New York University. Mr. Carter is
a CFA candidate. Lorenzo Newsome, Jr. is a Vice President. He received his BS
from the University of Pittsburgh, an MA from Bowie State University, and is a
CFA candidate.
    
    
Brown Capital Management, Inc.

Managed Growth  Portfolio 

   
     Brown  Capital  Management,   Inc.  of  809  Cathedral  Street,  Baltimore,
Maryland,  has  managed  a part of the  equity  portion  of the  Managed  Growth
Portfolio since September 30, 1996. Brown Capital Management, Inc. believes that
capital  can be  enhanced  in times of  opportunity  and  preserved  in times of
adversity  without  timing the market.  The firm uses a bottom-up  approach that
incorporates  growth-adjusted  price  earnings.  Stocks  purchased are generally
undervalued and have momentum, have earnings-per-share growth rates greater than
the  market,  are more  profitable  than the  market,  and have  relatively  low
price-earnings ratios. The firm concentrates on mid-/large-cap growth stocks.

Loomis, Sayles

Equity Portfolio

Loomis, Sayles & Company, L.P., ("Loomis, Sayles") is the Sub-Advisor to the
Equity Portfolio. A private investment counsel firm founded in 1926, Loomis,
Sayles is organized as a limited partnership, controlled by New England Mutual
Life Insurance Company. The principal business address of Loomis, Sayles is
One Financial Center, Boston, Massachusetts 02111.

The Advisor receives a fee based on a percentage of the Fund's assets, and for
the Managed Growth and Equity Portfolios only, the performance. From this, the
Advisor pays the Sub-Advisor.

     For its services  during fiscal year 1996,  the Advisor was entitled to and
did receive,  pursuant to the Investment Advisory Agreement,  0.50% of the Money
Market  Portfolio's,  0.65%  of  the  Bond  Portfolio's,  0.51%  of  the  Equity
Portfolio's,  (after  performance  adjustment)and  0.70% of the  Managed  Growth
Portfolio's average daily net assets as investment advisory fees.

The Investment Advisory Agreement between the Fund and the Advisor, with
respect to the Managed Growth Portfolio, provides that the Advisor is entitled
to a base annual fee, payable monthly, of 0.70% of the Portfolio's average
daily net assets. The Advisor may earn (or have its base fee reduced by) a
performance adjustment based on the extent to which performance of the Fund
exceeds or trails the Relevant Index. The Relevant Indices are as follows:
    
    
CAM: Lehman Aggregate Bond Index
U.S. Trust - equity assets: Russell 3000
U.S. Trust - fixed income assets: Lehman Aggregate Bond Index
NCM: Standard & Poors 500 Stock Index
Brown: Standard & Poors 500 Stock Index
Fortaleza: Russell 2000
Frontier: 70% Russell 1000, 30% Russell 2000 (Blend)

         Performance versus                 Performance Fee
         the Relevant                       Adjustment
         Index

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

   
The Investment Advisory Agreement between the Fund and the Advisor, with
respect to the Equity Portfolio, provides that the Advisor is entitled to a
base annual fee, payable monthly, of 0.70% of the Portfolio's average daily
net assets. The Fund pays a monthly performance fee of plus or minus .20%,
based on the extent to which performance of the Fund exceeds or trails the
S&P's 500 Composite Index:
    

         Performance versus                 Performance Fee
         the S&P's 500                      Adjustment
         Composite Index

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

   
Pursuant to an Investment Sub-Advisory Agreement with the Advisor, U.S. Trust
makes investment selections for the Bond Portfolio. For these services U.S.
Trust receives a sub-advisory fee from the Advisor based on a percentage of
the respective Portfolio's average daily net assets (other than High Social
Impact Investments), subject to a monthly minimum fee of $1,000. For fiscal
1996, the Advisor paid U.S. Trust a fee of .20% of the assets of the Bond
Portfolio.


Investment selections for the fixed-income assets of the Managed Growth
Portfolio are made by the Investment Advisor, CAM. The Sub-Advisors make the
investment selections for the remaining assets. Sub-advisory fees are paid by
the Advisor and are equal to a base fee ("Base Fee") of 0.25% of the Managed
Growth Portfolio's average daily net assets, plus or minus a performance fee
("Performance Fee") as set forth in the table above. Payment (or subtraction)
of a Performance Fee is conditioned on (1) the performance of the Portfolio as
a whole having exceeded (or trailed) The Lipper Balanced Fund Index ("Fund
Index") during the Performance Period; and (2) payment of the Performance Fee
not causing the Portfolio's performance to fall below the Fund Index.
    
    
Loomis, Sayles makes investment selections for the Equity Portfolio. It
receives a sub-advisory fee from the Advisor equal to a base fee ("Base Fee")
of 0.25% of the Equity Portfolio's average daily net assets, plus or minus a
performance fee ("Performance Fee") as set forth in the table above. Loomis,
Sayles also receives a 0.05% fee, paid by the Advisor (not the Fund) for its
assistance with the distribution of the Fund.

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 preparing
advertising and sales literature, and printing and mailing 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 Fund in several ways which are described here and in
the chart below.

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.

To invest in any of Calvert's tax-deferred retirement plans, please call
Calvert Group at 800-368-2748 to receive information and the required separate
application.

Alternative Sales Options

   
The Managed Growth and Equity Portfolios both 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 A and Class C shares
pursuant to Rule 12b-1 under the 1940 Act. Payments under the Class A
Distribution Plan are limited to 0.35% annually of the average daily net asset
value of Class A shares, while payments under the Class C Distribution Plan
are 1.00% of the average daily net asset value of Class C shares.
    

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. Class C shares are not available for investments of
$1 million or more.

Class A Shares - Managed Growth and Equity Portfolios

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

Amount of                  As a % of        As a % of         Allowed to Dealers
                           price            invested          price
  
                                                         
Less than $50,000          4.75%            4.99%                      4.00%
$50,000 but less
than $100,000              3.75%            3.90%                      3.00%
$100,000 but less
than $250,000              2.75%            2.83%                      2.25%
$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%*

Bond Portfolio

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

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

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%*

   
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 Fund within twelve
months of the time of purchase.


Managed Growth, Bond and Equity Portfolios:

Front-end sales charges on 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 0.25% of the average
daily net asset value of Class A shares of the Managed Growth and Equity
Portfolios and on shares of the Bond Portfolio held in accounts maintained by
that firm.
    
    
Class A Distribution Plan

All Portfolios

   
The Fund has adopted a Distribution Plan with respect to its Class A shares
(the "Class A Distribution Plan"), which provides for payments at a maximum
annual rate of 0.35% (0.25% for the Money Market Portfolio) 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. For the fiscal year
ended September 30, 1996, the Managed Growth, Bond, and Equity Portfolios paid
Class A Distribution Plan expenses of 0.24%, 0.20%, and 0.23% of average net
assets, respectively. The Money Market Portfolio did not pay any Distribution
Plan expenses in fiscal 1996.



Class C Shares

Managed Growth and Equity 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 Fund 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 quarterly compensation at an annual rate
of up to 0.75%, plus a service fee as described above under "Class A
Distribution Plan," of up to 0.25%, of the average daily net asset value of
each share sold by such others. For the 1996 fiscal year, the Class C
Distribution Plan expenses for Managed Growth and Equity Portfolios were 1.00%
and 1.00% of average net assets, respectively.

Each of the Distribution Plans 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 affected class. 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.

Arrangements with Broker-Dealers and Others

All Portfolios and 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. All such payments will be in compliance with NASD rules.
    
    
HOW TO BUY SHARES

(BE SURE TO SPECIFY WHICH CLASS YOU ARE BUYING)

Method                     New Accounts
Additional Investments

By Mail         $1,000 minimum               $250 minimum        
                                                                 
                                                                 
       Please make your check                Please make your check  payable   
                                                                 
       payable to the Fund                   to the Fund              
                                                                 
       and mail it with your                 mail it with your and
                                                                 
       application to:                       investment slip to: 
                                                                 
                                                                 
       Calvert Group                         Calvert Group       
                                                                 
       P.O. Box 419544                       P.O. Box 419739     
                                                                 
       Kansas City, MO                       Kansas City, MO     
                                                                 
       64179-6542                            64105-6739          
                                             

By Registered, Certified, or Overnight Mail:         Calvert Group
                                                     c/o NFDS, 6th Floor
                                                     1004 Baltimore
                                                     Kansas City, M  64105-1807

Through Your Broker        $1,000 minimum              $250 minimum

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

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

By Exchange                 $1,000 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               $1,000 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

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

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

   
Managed Growth, Bond, and Equity Portfolios: Net asset value, or "NAV" refers
to the worth of one share. 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. For Portfolios with more than
one class of shares, the NAVs of each class will vary daily based on the
market values of the Portfolio's investments.
    

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.

The NAV is calculated at the close of the Fund'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 Fund is open for business each day the
New York Stock Exchange is open. All purchases of Fund shares will be
confirmed and credited to your account in full and fractional shares (rounded
to the nearest 1/1000 of a share). The Money Market Portfolio may send monthly
statements in lieu of immediate confirmations of purchases and redemptions.

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 Fund. 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. As of convenience,  check purchases
can be received  at  Calvert's  offices  for  overnight  mail  delivery  to the
transfer  agent and will be credited the next business  day. Any check  purchase
received without an investment slip may cause delayed crediting.


Money Market Portfolio

Your purchase will be processed at the net asset value calculated after your
order is received and accepted. If your wire purchase is received by 5:00 p.m.
Eastern time, your account will begin earning dividends on the next business
day. Exchanges begin earning dividends the next business day after the
exchange request is received by mail or telephone. If the purchase is by check
and is received by 4:00 p.m. Eastern time, it will begin earning dividends the
next business day.

Managed Growth, Bond, and Equity 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. 

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 certain 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

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

If your investment goals change, the Calvert Group 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:

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        You may exchange shares on which you have already paid a sales charge
at Calvert Group and shares acquired by reinvestment of dividends or
distributions into another fund at no additional charge. You may exchange
Class C shares for shares of another fund, but you will have to pay the
front-end sales charge, if applicable.

o        Shareholders (and those managing multiple accounts) who make two
purchases and two exchange redemptions of shares of the same Portfolio during
any 6-month period will be given written notice that they may be prohibited
from making additional investments. This policy does not prohibit a
shareholder from redeeming shares of the Fund, and does not apply to trades
solely among money market funds.

o        For purposes of the exchange privilege, the Fund is related to Summit
Cash Reserves Fund by investment and investor services. The Fund 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 yield and prices

   
Calvert Group has a round-the-clock telephone service that lets existing
customers obtain prices, yields, 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 one or 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.

If you have telephone transaction privileges, you may purchase, redeem, or
exchange shares, wire funds and use Calvert Money Controller by telephone. 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 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 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 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.

Tax-Saving Retirement Plans

Contact Calvert Group for complete information kits discussing the plans, and
their benefits, provisions and fees.

Calvert Group can set up your new account under one of several tax-deferred
plans. These plans let you invest for retirement and shelter your investment
income from current taxes. Minimums may differ from those listed in the "How
to Buy Shares" chart. Also, reduced sales charges may apply. See "Exhibit A -
Reduced Sales Charges."

o        Individual retirement accounts (IRAs): available to anyone who has
earned income. You may also be able to make investments in the name of your
spouse, if your spouse has no earned income.


o        Qualified Profit-Sharing and Money-Purchase Plans (including 401(k)
Plans): available to self-employed people and their partners, or to
corporations and their employees.

   
o        Simplified Employee Pension Plan (SEP-IRA): available to
self-employed people and their partners, or to corporations.
    

o        403(b)(7) Custodial Accounts: available to employees of most
non-profit organizations and public schools and universities.

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
the Fund, 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.

Money Market Portfolio

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 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.

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
64179-6544

You may redeem available shares from your account at any time by sending a
letter of instruction, including your name, account and Portfolio 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
Registration                                         Requirements

Corporations, Associations                           Letter of instruction and
                                                     a corporate 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."

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 $10,000 or more, you may have up to two (2)
redemption checks for $100 or more sent to you on the 15th of each month,
simply by sending a letter with all the 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 Fund distributes substantially all of its net investment income
to shareholders.

Dividends from the Money Market Portfolio's net investment income are accrued
daily and paid monthly. The Managed Growth Portfolio pays dividends quarterly,
the Bond Portfolio pays dividends monthly, and the Equity Portfolio pays
dividends annually. Net investment income consists of interest income, net
short-term capital gains, if any, and dividends declared and paid on
investments, less expenses. Distributions of the Fund's net short-term capital
gains (treated as dividends for tax purposes) and its net long-term capital
gains, if any, are normally paid once a year; however, the Fund 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 are anticipated to be generally
higher for Class A shares.

Dividend payment options
(available monthly or quarterly)

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 from any Calvert Group Fund or
Portfolio may be automatically invested in an identically registered account
with the same account number in any other Calvert Group Fund 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 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.

"Buying a Dividend"

At the time of purchase, the share price of each class of the Managed Growth,
Bond, and Equity Portfolios may reflect undistributed income, capital gains or
unrealized appreciation of securities. Any income or capital gains from these
amounts which are later distributed to you are fully taxable. On the record
date for a distribution, the Fund'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

In January, the Fund will mail you Form 1099-DIV indicating the federal tax
status of dividends and any capital gain distributions paid to you by the Fund
during the past year. Generally, dividends and distributions are taxable in
the year they are paid. However, any dividends and distributions paid in
January but declared during the prior three months are taxable in the year
declared. Dividends and distributions are taxable to you regardless of whether
they are taken in cash or reinvested. Dividends, including short-term capital
gains, are taxable as ordinary income. Distributions from long-term capital
gains are taxable as long-term capital gains, regardless of how long you have
owned Fund shares.

Managed Growth, Bond, and Equity Portfolios

You may realize a capital gain or loss when you sell or exchange shares. This
capital gain or loss will be short- or long-term, depending on how long you
have owned the shares which were sold. In January, the Portfolios will mail
you Form 1099-B indicating the total amount of 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

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 Fund to withhold 31% of your dividends, and, for the Managed
Growth, Bond, and Equity Portfolios, 31% of 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 (closed) at
the current NAV on the date of redemption. The Fund reserves the right to
reject any new account or any purchase order for failure to supply a certified
TIN.

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 SAI.
    

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.

Pension plans may not qualify participants for group purchases; however, such
plans may qualify for reduced sales charges under a separate provision (see
below). Members of a group are not eligible for a Letter of Intent.

     Retirement  Plans Under Section 457, Section  403(b)(7),  or Section 401(k)
There is no sales  charge on shares  purchased  for the benefit of a  retirement
plan  under  Section  457 of the  Internal  Revenue  Code of  1986,  as  amended
("Code"),  or for a plan qualifying  under Section  403(b)(7) of the Code if, at
the time of  purchase,  Calvert  Group has been  notified  in  writing  that the
403(b)(7)  plan has at least 200 eligible  employees.  Furthermore,  there is no
sales charge on shares purchased for the benefit of a retirement plan qualifying
under Section  401(k) of the Code if, at the time of such  purchase,  the 401(k)
plan administrator has notified Calvert Group in writing that a) its 401(k) plan
has at least 200 eligible  employees;  or b) the cost or current value of shares
the plan has in Calvert  Group of Funds  (except money market funds) is at least
$1 million.

Neither the Fund, nor CDI, nor any affiliate thereof will reimburse a plan or
participant for any sales charges paid prior to receipt of such written
communication and confirmation by Calvert Group. Plan administrators should
send requests for the waiver of sales charges based on the above conditions
to: Calvert Group Retirement Plans, 4550 Montgomery Avenue, Suite 1000N,
Bethesda, Maryland 20814.

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 Managed Growth Portfolio may be sold at net asset value to you
if your account was established on or before July 17, 1986.
    

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.

Purchases made at net asset value ("NAV")
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.



   
To Open an Account:                             Prospectus
     800-368-2748                               January 31, 1997
    


Performance and Prices:
Calvert Information Network                       CALVERT SOCIAL INVESTMENT FUND
                                                  Money Market Portfolio
24 hours, 7 days a week                           Managed Growth Portfolio
800-368-2745                                      Bond Portfolio               
                                                  Equity Portfolio
                                                                       

                                                                       
Service for Existing Account:
     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


Inside Front Cover:




TABLE OF CONTENTS

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

<PAGE>


                         Calvert Social Investment Fund


                      Statement of Additional Information
                                January 31, 1997


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 Objectives and Policies             1
                      Investment Restrictions                        8
                      Investment Selection Process                  10
                      Dividends and Taxes                           11
                      Net Asset Value                               12
                      Calculation of Yield and Total Return         13
                      Purchase and Redemption of Shares             15
                      Reduced Sales Charges (Class A)               16
                      Advertising                                   17
                      Trustees, Officers and Advisory Council       17
                      Investment Advisor                            20
                      Method of Distribution                        22
                      Transfer   and   Shareholder   Servicing
                      Agent                                         22
                      Portfolio Transactions                        23
                      Independent Accountants and Custodians        24
                      General Information                           24
                      Financial Statements                          25
                      Appendix                                      25
                                                                    

STATEMENT OF ADDITIONAL INFORMATION-January 31, 1997

                         CALVERT SOCIAL INVESTMENT FUND
                4550 Montgomery Avenue, Bethesda, Maryland 20814


New Account      (800) 368-2748                   
Shareholder      (800) 368-2745

Information:(301) 951-4820                         
Services: (301) 951-4810           Broker Services:  (800) 368-2746     
TDD   for   the
Hearing-Impaired:(301) 951-4850                    
(800) 541-1524

         This   Statement  of  Additional   Information  is  not  a  prospectus.
Investors  should read the Statement of Additional  Information  in  conjunction
with the Fund's  Prospectus,  dated January 31, 1997, which may be obtained free
of charge by writing the Fund at the above address or calling the Fund.


                       INVESTMENT OBJECTIVES AND POLICIES


         Calvert  Social  Investment  Fund (the  "Fund") is  designed to provide
opportunities  for  individual  and  institutional  investors,  including  ERISA
fiduciaries,  seeking growth of capital or current income through  investment in
enterprises  that make a  significant  contribution  to  society  through  their
products  and  services  and through the way they do  business.  The Fund offers
investors a choice of four separate  portfolios  selected with a concern for the
social  impact of each  investment:  the Money  Market  Portfolio,  the  Managed
Growth Portfolio, the Equity Portfolio and the Bond Portfolio.
         The Money  Market  Portfolio  seeks to  provide  the  highest  level of
current  income,  consistent  with  liquidity,  safety  and  stability,  through
investment  in  money  market  instruments,   including   securities  issued  or
guaranteed by agencies of the U.S.  Government  and repurchase  agreements  with
banks and brokers secured by such  instruments,  selected in accordance with the
Fund's  investment and social  criteria.  The Money Market Portfolio is designed
for  short-term  cash  management  and  for  investors   needing   stability  of
principal.  The Money  Market  Portfolio  seeks to maintain a constant net asset
value of $1.00  per  share.  Shares of the Money  Market  Portfolio  are sold at
their net asset value per share which is not subject to a sales charge.
         The Managed  Growth  Portfolio  seeks to achieve a total  return  above
the rate of  inflation  through an actively  managed,  diversified  portfolio of
common and  preferred  stocks,  bonds and money market  instruments  which offer
income and capital growth  opportunity  without  extreme  risk-taking  and which
best satisfy the  investment  and social  concern  criteria  established  by the
Fund.  It  is  the  Managed  Growth  Portfolio's   investment   philosophy  that
long-term  favorable  investment  performance  is  provided by  companies  which
combine  sound  business  policies  and  circumstances  with  social and ethical
values.
         The Equity  Portfolio  seeks growth of capital  through  investment  in
the  equity  securities  of  issuers  within   industries   perceived  to  offer
opportunities  for potential  capital  appreciation and which satisfy the Fund's
investment and social  criteria.  It is the  philosophy of the Equity  Portfolio
that favorable  investment  performance  is provided by companies  which combine
sound business policies and circumstances with social and ethical values.
         The Bond  Portfolio  seeks to provide as high a level of current income
as  is  believed  to  be  consistent  with  prudent   investment  risk,  through
investment in bonds and other  straight debt  securities,  selected  pursuant to
the Fund's  investment and social criteria.  An additional  objective is to seek
preservation  of  shareholders'  capital.  It is  the  philosophy  of  the  Bond
Portfolio that favorable  investment  performance is provided by companies which
combine  sound  business  policies  and  circumstances  with  social and ethical
values.
         There  can  be,  of  course,   no  assurance  that  the  Fund  will  be
successful  in  meeting  its  investment  objective  or that  the  Money  Market
Portfolio will maintain a constant net asset value of $1.00 per share.

Foreign Securities
         Each  Portfolio  may invest up to 25% of its  assets in the  securities
of foreign  issuers.  The Money Market Portfolio may purchase only high quality,
U.S.  dollar-denominated  instruments.  Investments  in foreign  securities  may
present risks not typically involved in domestic investments.
         Additional  costs may be  incurred  in  connection  with  international
investment  since  foreign   brokerage   commissions  and  the  custodial  costs
associated with maintaining  foreign  portfolio  securities are generally higher
than in the  United  States.  Fee  expense  may  also be  incurred  on  currency
exchanges  when the Fund  changes  investments  from one  country  to another or
converts foreign securities holdings into U.S. dollars.
         United States Government  policies have at times, in the past,  through
imposition of interest  equalization taxes and other  restrictions,  discouraged
certain  investments  abroad by United  States  investors.  While  such taxes or
restrictions  are not presently in effect,  they may be  reinstituted  from time
to time as a means of fostering a favorable  United States  balance of payments.
In addition,  foreign  countries may impose  withholding  and taxes on dividends
and interest.
         Since  investments  in  securities  of  issuers  domiciled  in  foreign
countries  usually involve  currencies of the foreign  countries,  and since the
Fund may temporarily hold funds in foreign  currencies  during the completion of
investment  programs,  the value of the assets of the Fund as measured in United
States  dollars may be affected  favorably or  unfavorably by changes in foreign
currency exchange rates and exchange control  regulations.  For example,  if the
value of the foreign  currency in which a security is  denominated  increases or
declines  in  relation  to the  value  of the  U.S.  dollar,  the  value  of the
security in U.S.  dollars  will  increase or decline  correspondingly.  The Fund
will  conduct  its  foreign  currency  exchange  transactions  either  on a spot
(i.e.,  cash) basis at the spot rate prevailing in the foreign  exchange market,
or  through  entering  into  forward  contracts  to  purchase  or  sell  foreign
currencies.  A forward  foreign  currency  contract  involves an  obligation  to
purchase  or sell a specific  currency  at a future  date which may be any fixed
number of days from the date of the contract  agreed upon by the  parties,  at a
price  set at the  time of the  contract.  These  contracts  are  traded  in the
interbank  market  conducted  directly  between currency traders (usually large,
commercial  banks) and their  customers.  A forward  foreign  currency  contract
generally  has no deposit  requirement,  and no  commissions  are charged at any
stage for trades.
         The Fund may enter into  forward  foreign  currency  contracts  for two
reasons.  First,  the Fund may desire to preserve the United States dollar price
of a security  when it enters  into a  contract  for the  purchase  or sale of a
security  denominated  in a foreign  currency.  The Fund may be able to  protect
itself  against  possible  losses  resulting  from  changes in the  relationship
between  the United  States  dollar  and  foreign  currencies  during the period
between  the  date  the  security  is  purchased  or sold  and the date on which
payment  is made  or  received  by  entering  into a  forward  contract  for the
purchase or sale,  for a fixed  amount of dollars,  of the amount of the foreign
currency involved in the underlying security transactions.
         Second,  when the Advisor  believes  that the  currency of a particular
foreign  country may suffer a  substantial  decline  against  the United  States
dollar,  the Fund enters into a forward foreign  currency  contract to sell, for
a fixed  amount of dollars,  the amount of foreign  currency  approximating  the
value of some or all of the  Fund's  portfolio  securities  denominated  in such
foreign  currency.   The  precise  matching  of  the  forward  foreign  currency
contract  amounts and the value of the  portfolio  securities  involved will not
generally be possible  since the future value of the  securities  will change as
a  consequence  of market  movements  between the date the  forward  contract is
entered into and the date it matures.  The  projection  of  short-term  currency
market  movement is difficult,  and the successful  execution of this short-term
hedging  strategy is uncertain.  Although  forward  foreign  currency  contracts
tend to  minimize  the risk of loss due to a decline  in the value of the hedged
currency,  at the same time they tend to limit any  potential  gain which  might
result should the value of such currency  increase.  The Fund does not intend to
enter  into such  forward  contracts  under  this  circumstance  on a regular or
continuous basis.

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

Private Placements and Illiquid Securities
         Due to the particular  social objective of the Fund,  opportunities may
exist to  promote  especially  promising  approaches  to  social  goals  through
privately placed investments.  The private placement  investments  undertaken by
the Fund,  if any,  may be subject to a high  degree of risk.  Such  investments
may involve  relatively  small and untried  enterprises  that have been selected
in  the  first  instance  because  of  some  attractive   social  objectives  or
policies.  The Investment  Advisors seek to structure the Fund's  investments to
provide the greatest  assurance of attaining the intended  investment return. It
is an  operating  policy  of the  Fund  that  no  private  placements  shall  be
acquired  for a  Portfolio  until  the  value  of that  Portfolio's  investments
exceeds $20 million.
         Many private  placement  investments  have no readily  available market
and may  therefore  be  considered  illiquid.  Securities  eligible  for  resale
pursuant  to Rule 144A under the  Securities  Act of 1933 may be  determined  by
the Board of Trustees to be liquid.  The Board may delegate such  determinations
of  liquidity  to the  Advisor,  pursuant to  guidelines  and  oversight  by the
Board.  Fund  investments in private  placements and other  securities for which
market  quotations are not readily  available are valued at fair market value as
determined by the Advisor under the direction and control of the Board.

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

Reverse Repurchase Agreements
         The Fund may also  engage in  reverse  repurchase  agreements.  Under a
reverse repurchase  agreement,  the Fund sells portfolio securities to a bank or
securities  dealer and agrees to repurchase  those securities from such party at
an agreed upon date and price  reflecting  a market rate of  interest.  The Fund
invests the proceeds from each reverse  repurchase  agreement in  obligations in
which it is  authorized  to  invest.  The Fund  intends  to enter into a reverse
repurchase  agreement  only  when  the  interest  income  provided  for  in  the
obligation  in which the Fund  invests  the  proceeds  is expected to exceed the
amount the Fund will pay in interest to the other  party to the  agreement  plus
all costs associated with the  transactions.  The Fund does not intend to borrow
for leverage  purposes.  The Portfolios  will only be permitted to pledge assets
to the extent necessary to secure borrowings and reverse repurchase agreements.
         During the time a reverse  repurchase  agreement  is  outstanding,  the
Fund will  maintain in a segregated  custodial  account an amount of cash,  U.S.
Government  securities or other liquid,  high-quality  debt securities  equal in
value to the  repurchase  price.  The Fund  will  mark to  market  the  value of
assets held in the segregated  account,  and will place additional assets in the
account  whenever  the  total  value  of the  account  falls  below  the  amount
required under applicable regulations.
         The Fund's  use of  reverse  repurchase  agreements  involves  the risk
that the other party to the  agreements  could become  subject to  bankruptcy or
liquidation  proceedings  during the period the agreements are  outstanding.  In
such event,  the Fund may not be able to repurchase  the  securities it has sold
to that other party.  Under those  circumstances,  if at the  expiration  of the
agreement  such  securities  are of greater value than the proceeds  obtained by
the Fund  under the  agreements,  the Fund may have been  better  off had it not
entered  into  the  agreement.   However,  the  Fund  will  enter  into  reverse
repurchase  agreements  only with banks and dealers  which the Advisor  believes
present  minimal  credit risks under  guidelines  adopted by the Fund's Board of
Trustees.  In addition,  the  Portfolio  bears the risk that the market value of
the  securities  sold  by  the  Portfolio  may  decline  below  the  agreed-upon
repurchase  price,  in which case the dealer may request the  Portfolio  to post
additional collateral.

Non-Investment Grade Debt Securities
         The  Managed  Growth,  Bond and Equity  Portfolios  may invest in lower
quality  debt  securities  (generally  those  rated  BB or lower by S&P or Ba or
lower by  Moody's,  commonly  known  as "junk  bonds"),  subject  to the  Fund's
investment  policy  which  provides  that they may not  invest  more than 20% of
their  respective  assets in securities  rated below B by either rating service,
or  in  unrated  securities  determined  by  the  Advisor  to be  comparable  to
securities  rated  below B by  either  rating  service.  These  securities  have
moderate  to poor  protection  of  principal  and  interest  payments  and  have
speculative  characteristics.  (See Appendix for a description  of the ratings.)
These  securities  involve  greater  risk of  default or price  declines  due to
changes   in  the   issuer's   creditworthiness   than   investment-grade   debt
securities.  Because the market for  lower-rated  securities  may be thinner and
less  active  than  for  higher-rated  securities,  there  may be  market  price
volatility  for these  securities  and limited  liquidity in the resale  market.
Market  prices for these  securities  may  decline  significantly  in periods of
general  economic  difficulty or rising interest rates.  Unrated debt securities
may fall into the lower quality  category.  Unrated  securities  usually are not
attractive to as many buyers as rated  securities  are, which may make them less
marketable.
         The quality  limitation  set forth in the Fund's  investment  policy is
determined  immediately  after  the  Fund's  acquisition  of a  given  security.
Accordingly,   any  later  change  in  ratings  will  not  be  considered   when
determining whether an investment complies with the Fund's investment policy.
         When  purchasing  high-yielding  securities,   rated  or  unrated,  the
Advisors  prepare  their own  careful  credit  analysis  to attempt to  identify
those issuers whose financial  condition is adequate to meet future  obligations
or is expected to be adequate in the future.  Through portfolio  diversification
and credit  analysis,  investment risk can be reduced,  although there can be no
assurance that losses will not occur.

Options and Futures Contracts
         The  Managed  Growth,  Bond and Equity  Portfolios  may,  in pursuit of
their  respective  investment  objectives,  purchase  put and call  options  and
engage in the  writing  of covered  call  options  and  secured  put  options on
securities  which  meet the  Fund's  social  criteria,  and  employ a variety of
other investment techniques.  Specifically,  these Portfolios may also engage in
the  purchase  and  sale of  stock  index  future  contracts,  foreign  currency
futures  contracts,  interest  rate  futures  contracts,  and  options  on  such
futures, as described more fully below.
         These  Portfolios  may  engage in such  transactions  only to hedge the
existing  positions in the respective  Portfolios.  They will not engage in such
transactions  for the  purposes of  speculation  or  leverage.  Such  investment
policies  and  techniques  may  involve  a greater  degree  of risk  than  those
inherent in more conservative investment approaches.
         Each  of  these  Portfolios  may  purchase  a put  or  call  option  on
securities  (including  a straddle  or spread)  only if the value of that option
premium,  when  aggregated  with the premiums on all other options on securities
held by the  Portfolio,  does not  exceed 5% of the  Portfolio's  total  assets.
Further,  as an  operating  policy,  which may be  changed  without  shareholder
approval,  none of the  Portfolios  intends to enter into  futures  contracts or
options  on futures  contracts  if the  aggregate  initial  margin and  premiums
required to establish  these  positions  would exceed 5% of the  Portfolio's net
assets.  These Portfolios may write "covered  options" on securities in standard
contracts traded on national  securities  exchanges.  These Portfolios may write
such  options in order to receive the  premiums  from options that expire and to
seek net gains from closing purchase transactions with respect to such options.

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

Covered  Options.  These Portfolios may write only covered options on equity and
debt securities in standard contracts traded on national  securities  exchanges.
This  means  that,  in the  case of call  options,  so  long as a  Portfolio  is
obligated  as  the  writer  of a  call  option,  that  Portfolio  will  own  the
underlying  security  subject to the  option  and,  in the case of put  options,
that Portfolio  will,  through its custodian,  deposit and maintain  either cash
or  securities  with a market value equal to or greater than the exercise  price
of the option.
         When a Portfolio  writes a covered call  option,  the  Portfolio  gives
the  purchaser  the right to purchase  the  security at the call option price at
any time  during  the life of the  option.  As the  writer  of the  option,  the
Portfolio  receives a premium,  less a commission,  and in exchange foregoes the
opportunity  to profit  from any  increase in the market  value of the  security
exceeding  the call option price.  The premium  serves to mitigate the effect of
any  depreciation  in the market  value of the  security.  Writing  covered call
options can increase  the income of the  Portfolio  and thus reduce  declines in
the net asset value per share of the  Portfolio  if  securities  covered by such
options  decline in value.  Exercise of a call option by the  purchaser  however
will  cause  the  Portfolio  to forego  future  appreciation  of the  securities
covered by the option.
         When a Portfolio  writes a covered  put  option,  it will gain a profit
in the amount of the  premium,  less a  commission,  so long as the price of the
underlying  security  remains above the exercise price.  However,  the Portfolio
remains  obligated to purchase  the  underlying  security  from the buyer of the
put  option  (usually  in the event the price of the  security  falls  below the
exercise  price)  at any time  during  the  option  period.  If the price of the
underlying  security falls below the exercise  price,  the Portfolio may realize
a loss in the amount of the  difference  between the exercise price and the sale
price of the security, less the premium received.
         These  Portfolios  may  purchase  securities  which may be covered with
call  options  solely  on  the  basis  of  considerations  consistent  with  the
investment  objectives and policies of the Fund and the affected Portfolio.  The
Portfolio's  turnover may increase  through the exercise of a call option;  this
will generally occur if the market value of a "covered"  security  increases and
the portfolio has not entered into a closing purchase transaction.
         To preserve the Fund's status as a regulated  investment  company under
Subchapter  M of the Internal  Revenue  Code,  it is the Fund's  policy to limit
any gains on put or call  options  and  other  securities  held less than  three
months to less than 30% of a Portfolio's annual gross income.
         Risks Related to Options  Transactions.  The  Portfolios  can close out
their  respective  positions  in  exchange-traded  options  only on an  exchange
which provides a secondary  market in such options.  Although  these  Portfolios
intend to  acquire  and write  only such  exchange-traded  options  for which an
active  secondary  market appears to exist,  there can be no assurance that such
a market will exist for any particular  option contract at any particular  time.
This might  prevent  the  Portfolios  from  closing an options  position,  which
could impair the  Portfolios'  ability to hedge  effectively.  The  inability to
close out a call  position may have an adverse  effect on liquidity  because the
Portfolio  may be required to hold the  securities  underlying  the option until
the option expires or is exercised.

Futures   Transactions.   These   Portfolios   may  purchase  and  sell  futures
contracts,  but only when, in the judgment of the Advisor,  such a position acts
as a hedge against  market changes which would  adversely  affect the securities
held  by the  Portfolios.  These  futures  contracts  may  include,  but are not
limited to, market index futures  contracts and futures  contracts based on U.S.
Government obligations.
         A futures  contract  is an  agreement  between  two  parties to buy and
sell a  security  on a future  date  which has the  effect of  establishing  the
current  price for the  security.  Although  futures  contracts  by their  terms
require  actual  delivery  and  acceptance  of  securities,  in most  cases  the
contracts  are  closed  out before the  settlement  date  without  the making or
taking of delivery  of  securities.  Upon buying or selling a futures  contract,
the Portfolio  deposits initial margin with its custodian,  and thereafter daily
payments  of  maintenance  margin  are made to and from  the  executing  broker.
Payments  of  maintenance  margin  reflect  changes in the value of the  futures
contract,  with the  Portfolio  being  obligated  to make such  payments  if its
futures  position  becomes less  valuable and entitled to receive such  payments
if its positions become more valuable.
         These  Portfolios  may only invest in futures  contracts to hedge their
respective  existing  investment  positions  and  not  for  income  enhancement,
speculation or leverage purposes.  Although some of the securities  underlying a
futures contract may not necessarily  meet the Fund's social criteria,  any such
hedge  position  taken  by  these   Portfolios  will  not  constitute  a  direct
ownership interest in the underlying securities.
         Futures   contracts   are   designed  by  boards  of  trade  which  are
designated  "contracts  markets" by the  Commodity  Futures  Trading  Commission
("CFTC").  As series of a registered  investment  company,  the  Portfolios  are
eligible  for  exclusion   from  the  CFTC's   definition  of  "commodity   pool
operator,"  meaning that the  Portfolios may invest in futures  contracts  under
specified  conditions without  registering with the CFTC. Among these conditions
are  requirements  that  to the  extent  that a  Portfolio  enters  into  future
contracts  and options on futures  positions  that are not for bonafide  hedging
purposes (as defined by the CFTC),  the  aggregate  initial  margin and premiums
on these  positions  (excluding the amount by which options are  "in-the-money")
may not exceed 5% of the  Portfolio's  net assets.  Futures  contracts  trade on
contracts  markets in a manner  that is  similar to the way a stock  trades on a
stock  exchange and the boards of trade,  through their  clearing  corporations,
guarantee performance of the contracts.

Options on Futures  Contracts.  These  Portfolios  may purchase and write put or
call  options and sell call  options on futures  contracts  in which a Portfolio
could  otherwise  invest  and which are  traded on a U.S.  exchange  or board of
trade. The Portfolios may also enter into closing  transactions  with respect to
such options to terminate  an existing  position;  that is, to sell a put option
already  owned and to buy a call option to close a position  where the Portfolio
has already sold a corresponding call option.
         The  Portfolios  may only  invest in options on  futures  contracts  to
hedge  their  respective  existing  investment  positions  and  not  for  income
enhancement,  speculation or leverage purposes.  Although some of the securities
underlying the futures  contract  underlying the option may not necessarily meet
the Fund's social  criteria,  any such hedge position taken by these  Portfolios
will not constitute a direct ownership interest in the underlying securities.
         An option on a futures  contract  gives the  purchaser  the  right,  in
return for the premium paid, to assume a position in a futures  contract-a  long
position  if the  option  is a call  and a short  position  if the  option  is a
put-at a specified  exercise  price at any time during the period of the option.
The  Portfolios  will pay a  premium  for such  options  purchased  or sold.  In
connection  with such options bought or sold,  the Portfolios  will make initial
margin  deposits and make or receive  maintenance  margin payments which reflect
changes in the market  value of such  options.  This  arrangement  is similar to
the margin arrangements applicable to futures contracts described above.

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

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

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

Risks of Options  and Futures  Contracts.  If one of these  Portfolios  has sold
futures or takes  options  positions to hedge its portfolio  against  decline in
the market and the market later  advances,  the  Portfolio  may suffer a loss on
the futures  contracts or options which it would not have  experienced if it had
not hedged.  Correlation  is also imperfect  between  movements in the prices of
futures  contracts  and  movements  in  prices of the  securities  which are the
subject  of the  hedge.  Thus the price of the  futures  contract  or option may
move more than or less than the price of the  securities  being hedged.  Where a
Portfolio has sold futures or taken options  positions to hedge against  decline
in the market,  the market may advance and the value of the  securities  held in
the  Portfolio  may decline.  If this were to occur,  the  Portfolio  might lose
money on the futures  contracts or options and also  experience a decline in the
value of its  portfolio  securities.  However,  although  this might occur for a
brief period or to a slight  degree,  the value of a diversified  portfolio will
tend to move in the direction of the market generally.
         The Portfolios  can close out futures  positions only on an exchange or
board of trade which provides a secondary  market in such futures.  Although the
Portfolios  intend to  purchase  or sell only such  futures  for which an active
secondary  market  appears  to  exist,  there  can be no  assurance  that such a
market will exist for any particular  futures  contract at any particular  time.
This might prevent the Portfolios from closing a futures  position,  which could
require a Portfolio  to make daily cash  payments  with  respect to its position
in the event of adverse price movements.
         Options on futures  transactions  bear  several  risks apart from those
inherent in options  transactions  generally.  The Portfolios'  ability to close
out their  options  positions in futures  contracts  will depend upon whether an
active  secondary  market for such  options  develops and is in existence at the
time the  Portfolios  seek to close their  positions.  There can be no assurance
that such a market will develop or exist.  Therefore,  the  Portfolios  might be
required to exercise the options to realize any profit.


                            INVESTMENT RESTRICTIONS


Fundamental Investment Restrictions
         The Fund has  adopted  the  following  investment  restrictions  which,
together with the foregoing  investment  objectives and fundamental  policies of
a  Portfolio,  cannot be  changed  without  the  approval  of the  holders  of a
majority of the  outstanding  shares of the  affected  Portfolio.  As defined in
the  Investment  Company  Act of 1940,  this means the lesser of the vote of (a)
67% of the  shares  of the  Portfolio  at a meeting  where  more than 50% of the
outstanding  shares  are  present  in person or by proxy or (b) more than 50% of
the  outstanding  shares  of the  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). None of the Portfolios may:

         1.       Purchase   securities   of  any  issuer  (other  than
         obligations   of,  or   guaranteed   by,  the  United   States
         Government,  its  agencies  or  instrumentalities)  if,  as  a
         result,  more than 5% of the value of that  Portfolio's  total
         assets would be invested in securities of that issuer.
         2.       Concentrate  more  than  25%  of  the  value  of  its
         assets in any one industry;  provided,  however, that there is
         no  limitation  with  respect to  investments  in  obligations
         issued or guaranteed  by the United  States  Government or its
         agencies  and  instrumentalities,  and  repurchase  agreements
         secured  thereby,   and  in  the  case  of  the  Money  Market
         Portfolio,   there   is  no   limitation   with   respect   to
         investments in money market instruments of banks.
         3.       Purchase  more  than  10% of the  outstanding  voting
         securities  of any issuer.  In  addition,  the Fund may not in
         the  aggregate  purchase  more  than  10% of  the  outstanding
         voting securities of any issuer.
         4.       Purchase  the  securities  of any  issuer  with  less
         than three years' continuous  operation if, as a result,  more
         than 5% of the value of that  Portfolio's  total  assets would
         be invested in securities of such issuers.
         5.       Make loans other than  through the  purchase of money
         market  instruments  and  repurchase   agreements  or  by  the
         purchase of bonds,  debentures or other debt  securities.  The
         purchase  by a  Portfolio  of all or a portion  of an issue of
         publicly  or  privately   distributed   debt   obligations  in
         accordance  with  its  investment   objective,   policies  and
         restrictions, shall not constitute the making of a loan.
         6.       Underwrite the securities of other issuers.
         7.       Purchase  from or sell to any of the Fund's  officers
         or Trustees,  or firms of which any of them are  members,  any
         securities  (other than capital  stock of the Fund),  but such
         persons  or  firms  may  act  as  brokers  for  the  Fund  for
         customary commissions.
         8.       Borrow  money,  except  from banks for  temporary  or
         emergency  purposes  and then  only in an  amount up to 10% of
         the  value of that  Portfolio's  total  assets  and  except by
         engaging   in   reverse   repurchase   agreements;   provided,
         however,   that  a  Portfolio   may  only  engage  in  reverse
         repurchase  agreements  so long as,  at the  time a  Portfolio
         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,   each
         Portfolio may pledge, mortgage or hypothecate its assets.
         9.       Make  short  sales  of  securities  or  purchase  any
         securities  on  margin  except  as  provided  for the  Managed
         Growth,  Equity and Bond  Portfolios  with respect to options,
         futures contracts and options on futures contracts.
         10.      Write,  purchase or sell puts,  calls or combinations
         thereof  except as  provided  for the Managed  Growth,  Equity
         and  Bond   Portfolios   with  respect  to  options,   futures
         contracts and options on futures contracts.
         11.      Invest  for the  purpose  of  exercising  control  or
         management of another issuer.
         12.      Invest   in    commodities,    commodities    futures
         contracts,   or  real  estate,   although  it  may  invest  in
         securities  which are  secured by real  estate or real  estate
         mortgages  and  securities  of issuers which invest or deal in
         commodities,  commodity  futures,  real  estate or real estate
         mortgages  and provided  that the Managed  Growth,  Equity and
         Bond  Portfolios  may  purchase or sell stock  index  futures,
         foreign  currency  futures,  interest rate futures and options
         thereon.
         13.      Invest in  interests  in oil,  gas, or other  mineral
         exploration  or development  programs,  although it may invest
         in  securities  of issuers  which  invest in or  sponsor  such
         programs.
         14.      Purchase or retain  securities  issued by  investment
         companies  except to the extent  permitted  by the  Investment
         Company Act of 1940,  as  amended,  and in  connection  with a
         trustee's/director's deferred compensation plan.

Non-Fundamental Investment Restrictions
         The Fund has adopted the following  operating  (i.e.,  non-fundamental)
investment  policies  and  restrictions  which  may be  changed  by the Board of
Trustees without shareholder approval. None of the Portfolios may:
         15.      Purchase the  obligations  of foreign  issuers if, as
         a result,  such  securities  would  exceed 25% of the value of
         that Portfolio's assets.
         16.      Purchase  illiquid  securities  if more  than  15% of
         the value of that  Portfolio's  net assets  would be  invested
         in such securities.
         17.      Purchase  or retain  securities  of any issuer if the
         officers,  directors or Trustees of the Fund or its  Advisors,
         owning  beneficially  more than 1/2 of 1% of the securities of
         such issuer,  together own  beneficially  more than 5% of such
         issuer's securities.
         18.      Invest  in  warrants  if more than 5% of the value of
         that   Portfolio's  net  assets  would  be  invested  in  such
         securities.  No more  than 2% of the  Portfolio's  net  assets
         will be invested in  warrants  and stock  rights not listed on
         the New York Stock Exchange or the American Stock Exchange.
         19.      Invest in oil, gas, or other mineral leases.

         Any  investment  restriction  which  involves a maximum  percentage  of
securities  or assets shall not be  considered  to be violated  unless an excess
over the  applicable  percentage  occurs  immediately  after an  acquisition  of
securities or utilization of assets and results therefrom.


                          INVESTMENT SELECTION PROCESS


         Investments  in the Fund are selected on the basis of their  ability to
contribute  to the dual  objective  of the Fund,  (i.e.,  those that satisfy the
Fund's  investment  and social  criteria).  The Fund has  developed  a number of
techniques  for  evaluating  the  performance of issuers in each of these areas.
The  primary  sources  of  information  are  reports  published  by the  issuers
themselves,  the reports of public  agencies,  and the  reports of groups  which
monitor  performance  in  particular  areas.  These sources of  information  are
sometimes augmented with direct interviews or written  questionnaires  addressed
to the issuers. It should be recognized,  however,  that there are few generally
accepted   measures  by  which   achievement  in  these  areas  can  be  readily
distinguished;  therefore,  the development of suitable  measurement  techniques
is largely within the discretion and judgment of the Advisors of the Fund.
         In  making   selections  for  the  Managed  Growth,   Equity  and  Bond
Portfolios,  the  Advisors  determine  and evaluate  the  appropriate  portfolio
composition  on the basis of asset  prices and the  perceived  consequences  and
probabilities  of various  economic  outcomes.  Individual  securities  are then
evaluated as  candidates  to fulfill the  Portfolio's  investment  objective and
policies.  Securities  remain candidates for inclusion in the Portfolios only if
their prices and other  characteristics  indicate  that they have the  potential
to perform in a way that is  representative  of their class of securities  under
the different economic outcomes considered more probable by the Advisors.
         Candidates  for  inclusion in any  particular  class of assets are then
examined  according to the social  criteria.  Issuers are classified  into three
categories of suitability  under the social criteria.  In the first category are
those issuers  which exhibit  unusual  positive  accomplishment  with respect to
some of the criteria and do not fail to meet minimum  standards  with respect to
the remaining criteria.  To the greatest extent possible,  investment selections
are made from this group.  In the second  category are those  issuers which meet
minimum  standards  with  respect  to  all  the  criteria  but  do  not  exhibit
outstanding   accomplishment  with  respect  to  any  criterion.  This  category
includes  issuers  which may lack an  affirmative  record of  accomplishment  in
these  areas but which are not known by  Advisors  to violate  any of the social
criteria.  The third  category  under the social  criteria  consists  of issuers
which flagrantly  violate,  or have violated,  one or more of those values,  for
example,  a company  which  repeatedly  engages in unfair labor  practices.  The
Fund will not  knowingly  purchase  the  securities  of  issuers  in this  third
category.
         It should be noted that the Fund's  social  criteria  tend to limit the
availability  of  investment  opportunities  more than is  customary  with other
investment  companies.  The Advisors of the Fund,  however,  believe that within
the first and second  categories there are sufficient  investment  opportunities
to permit  full  investment  among  issuers  which  satisfy  the  Fund's  social
investment objective.
         To the greatest  extent  possible,  the Advisors  apply the same social
criteria  to the  purchase  of  non-equity  securities  as it  applies to equity
investments.  With respect to government securities,  the Money Market Portfolio
invests  primarily  in debt  obligations  issued or  guaranteed  by  agencies or
instrumentalities  of the  Federal  Government  whose  purposes  further  or are
compatible  with the Fund's social  criteria,  such as  obligations  of the Bank
for  Cooperatives  and the  Student  Loan  Marketing  Association,  rather  than
general  obligations  of the Federal  Government,  such as Treasury  securities.
Bank  certificates of deposit,  commercial  paper,  repurchase  agreements,  and
corporate  bonds are  judged in the same way as a  prospective  purchase  of the
bank's or issuing  company's  common  stock.  The Fund may invest,  however,  in
certificates  of deposit of banks and  savings  and loan  associations  in which
the Fund would not otherwise  invest  because such  institutions  have assets of
$1 billion or less,  but generally only to the extent all such  investments  are
fully insured as to principal by the Federal Deposit Insurance Corporation.
         Obligations issued by the U.S.  Treasury,  such as U.S. Treasury bills,
notes  and  bonds,  are  supported  by the full  faith  and  credit  of the U.S.
Government.  Certain  obligations  issued  or  guaranteed  by a U.S.  Government
agency or  instrumentality  are  supported  by the full  faith and credit of the
U.S.  Government.  These include  obligations issued by the Export-Import  Bank,
Farmers Home Administration,  Government National Mortgage  Association,  Postal
Service,  Merchant Marine,  and Washington  Metropolitan Area Transit Authority.
The Fund may also  invest in other  U.S.  Government  agency or  instrumentality
obligations   which  are  supported   only  by  the  credit  of  the  agency  or
instrumentality  and may be  further  supported  by the  right of the  issuer to
borrow from the U.S.  Treasury.  Such obligations  include  securities issued by
the Bank for  Cooperatives,  Federal  Intermediate  Credit  Bank,  Federal  Land
Bank,  Federal  Home Loan Bank,  Federal  Home Loan  Mortgage  Corporation,  and
Federal National Mortgage Association.

                              DIVIDENDS AND TAXES


         It is the policy of the Equity  Portfolio to declare and pay  dividends
from net  investment  income  on an  annual  basis.  It is the Bond  Portfolio's
policy to declare  and pay  dividends  from net  investment  income on a monthly
basis. The Managed Growth  Portfolio  declares and pays dividends on a quarterly
basis.  Dividends  and  distributions  may differ among the  classes.  The Money
Market  Portfolio   accrues  daily  and  pays  monthly   dividends  of  its  net
investment  income to its  shareholders  of  record as of the close of  business
that day.  Distributions  of realized  net capital  gains,  if any, are normally
paid  once a  year;  however,  the  Fund  does  not  intend  to  make  any  such
distributions  unless available capital loss carryovers,  if any, have been used
or have expired.
         Generally,   dividends   (including   short-term   capital  gains)  and
distributions  are  taxable  to the  shareholder  in the  year  they  are  paid.
However,  any dividends and  distributions  paid in January but declared  during
the prior three months are taxable in the year declared.
         The Fund is required to withhold  31% of any  dividends  and  long-term
capital  gain  distributions  paid  and  31%  of  each  redemption   transaction
occurring  in the  Managed  Growth,  Equity  and  Bond  Portfolios  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 Internal  Revenue 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
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 Fund is required to report to the  Internal  Revenue
Service the following  information  with respect to each redemption  transaction
occurring  in  the  Managed  Growth,   Equity  and  Bond  Portfolios:   (a)  the
shareholder's  name,  address,   account  number  and  taxpayer   identification
number;  (b) the  total  dollar  value of the  redemptions;  and (c) the  Fund'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;  foreign central
banks of issue.  Non-resident  aliens,  certain foreign partnerships and foreign
corporations  are  generally not subject to either  requirement  but may instead
be subject to withholding  under  sections 1441 or 1442 of the Internal  Revenue
Code.  Shareholders  claiming  exemption  from  backup  withholding  and  broker
reporting should call or write the Fund for further information.
         Many  states do not tax the  portion of the Fund's  dividends  which is
derived  from  interest  on  U.S.  Government  obligations.   State  law  varies
considerably   concerning  the  tax  status  of  dividends   derived  from  U.S.
Government  obligations.  Accordingly,  shareholders  should  consult  their tax
advisors  about the tax status of dividends and  distributions  from the Fund in
their respective jurisdictions.
         Dividends  paid by the Fund may be eligible for the dividends  received
deduction  available  to corporate  taxpayers.  Information  concerning  the tax
status of dividends and distributions and the amount of dividends  withheld,  if
any, is mailed annually to Fund shareholders.
         Investors  should  note  that  they  may be  required  to  exclude  the
initial sales  charge,  if any, paid on the purchase of Fund 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 Fund  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.


                                NET ASSET VALUE


         Shares of the Money  Market  Portfolio  are issued and  redeemed at the
net asset value per share of the  Portfolio.  The public  offering  price of the
shares of the Managed  Growth,  Equity and Bond Portfolios is the respective net
asset value per share (plus,  for Class A shares,  the applicable sales charge).
Shares of the Managed  Growth,  Equity and Bond Portfolios are redeemed at their
respective net asset values per share.  The Money Market  Portfolio  attempts to
maintain a constant  net asset  value of $1.00 per share;  the net asset  values
of the  Managed  Growth,  Equity  and  Bond  Portfolios  fluctuate  based on the
respective  market  value of the  Portfolios'  investments.  The net asset value
per share of each of the  Portfolios  is  determined  every  business day at the
close of the New York Stock Exchange  (normally  4:00 p.m.  Eastern time) and at
such  other  times  as may be  necessary  or  appropriate.  The  Fund  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. Each  Portfolio's  net asset value per share is  determined  per
class  by  dividing  its  total  net  assets  (the  value of its  assets  net of
liabilities,  including  accrued  expenses  and  fees) by the  number  of shares
outstanding for that class.
         The  assets of the  Managed  Growth,  Equity  and Bond  Portfolios  are
valued as  follows:  (a)  securities  for which  market  quotations  are readily
available  are valued at the most recent  closing  price,  mean  between bid and
asked price,  or yield  equivalent  as obtained  from one or more market  makers
for such  securities;  (b) securities  maturing  within 60 days may be valued at
cost,  plus or minus any  amortized  discount  or  premium,  unless the Board of
Trustees  determines such method not to be appropriate under the  circumstances;
and (c) all other  securities  and assets for which  market  quotations  are not
readily  available  will be fairly valued by the Advisor in good faith under the
supervision of the Board of Trustees.
         The Money Market Portfolio's  assets,  including  securities subject to
repurchase  agreements,  are normally  valued at their amortized cost which does
not take  into  account  unrealized  capital  gains  or  losses.  This  involves
valuing  an  instrument  at  its  cost  and   thereafter   assuming  a  constant
amortization  to maturity of any discount or premium,  regardless  of the impact
of  fluctuating  interest  rates on the market  value of the  instrument.  While
this method  provides  certainty in valuation,  it may result in periods  during
which  value,  as  determined  by  amortized  cost,  is higher or lower than the
price that would be received upon sale of the instrument.
         Rule 2a-7 under the  Investment  Company  Act of 1940  permits the Fund
to  value  the  Money  Market  Portfolio's  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 13 months 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 good  quality
with minimal  credit  risks and  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 upon
available market quotations.


                     CALCULATION OF YIELD AND TOTAL RETURN


Money Market Portfolio: Yield
         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.  The  "yield" of the Money
Market  Portfolio  refers to the actual income generated by an investment in the
Portfolio  over a  particular  base  period of time.  If the base period is less
than  one  year,  the  yield is then  "annualized."  That  is,  the net  change,
exclusive  of capital  changes,  in the value of a share  during the base period
is  divided by the net asset  value per share at the  beginning  of the  period,
and the  result is  multiplied  by 365 and  divided by the number of days in the
base period.  Capital  changes  excluded from the  calculation of yield are: (1)
realized  gains  and  losses  from the sale of  securities,  and (2)  unrealized
appreciation and depreciation.  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  September  30, 1996,  the Money Market
Portfolio's yield was 4.67% and its effective yield was 4.78%.

Bond Portfolio: Yield
         The Bond  Portfolio  may also  advertise  its yield  from time to time.
Yield  quotations  are  historical  and  are not  intended  to  indicate  future
performance.  Yield quotations for the Bond Portfolio are calculated  separately
by class and 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 for
that class  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 semiannual,  basis.
The Bond Portfolio's yield is computed according to the following formula:

                              Yield = 2 (+1)6 - 1

where a = dividends  and interest  earned  during the period using the aggregate
imputed  yield-to  maturity  for each of the  Portfolio's  investments  as noted
above;  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.  Using this calculation,  the Bond Portfolio's yield
for the month ended  September 30, 1996 was 5.36% for Class A shares,  and 4.34%
for Class C shares.
         The yield of both the Money Market and Bond  Portfolios  will fluctuate
in  response  to changes in  interest  rates and  general  economic  conditions,
portfolio quality,  portfolio  maturity,  and operating  expenses.  Yield is not
fixed or insured and  therefore is not  comparable to a savings or other similar
type  of  account.  Yield  during  any  particular  time  period  should  not be
considered an indication of future yield. It is,  however,  useful in evaluating
a Portfolio's performance in meeting its investment objective.

Managed Growth, Equity and Bond Portfolios: Total Return and Other Quotations
         The  Managed  Growth,  Bond and Equity  Portfolios  may each  advertise
"total  return."  Total return is calculated  separately  for each class.  Total
return  is  computed  by  taking  the total  number  of  shares  purchased  by a
hypothetical  $1,000  investment  after  deducting any applicable  sales charge,
adding  all  additional  shares  purchased  within the  period  with  reinvested
dividends and  distributions,  calculating  the value of those shares at the end
of the period, and dividing the result by the initial $1,000  investment.  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 "overall"
return  as  referred  to  herein.  For  periods  of  more  than  one  year,  the
cumulative  total  return is then  adjusted  for the  number  of  years,  taking
compounding into account,  to calculate  average annual total return during that
period.
         Total return is computed according to the following formula:

                                P(1 + T)n = ERV

where P = a  hypothetical  initial  payment of  $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 period.
         Total  return is  historical  in nature and is not intended to indicate
future  performance.  All total return  quotations  reflect the deduction of the
Portfolio's  maximum sales charge,  except quotations of "overall return," which
do not deduct sales charge,  and "actual  return,"  which  reflect  deduction of
the sales  charge  only for  those  periods  when a sales  charge  was  actually
imposed.  Overall  return,  which will be higher  than total  return,  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.
         Return for the Managed Growth,  Bond and Equity  Portfolios' shares for
the periods indicated are as follows:

Periods Ended               Class A               Class A             Class C
September 30, 1996          Overall Return  Average Annual Return     Average
                                                                  Annual Return

Managed Growth Portfolio
One Year                    10.27%              5.02%           8.85
Five Years                  45.38%              7.77%            N/A
Ten Years                  131.81%              8.77%            N/A
Class C: Since inception 
(March 1,                  319.52%             10.85%           7.80%
1994)

Periods Ended              Class A                  Class A
September 30, 1996         Overall Return        Average Annual Return

Bond Portfolio
One Year                   3.96%                  0.04%
Five Years                33.54%                  5.96%
From Inception<F1>1      102.58%                  8.08%

Periods Ended            Class A                  Class A               Class C
September 30, 1996    Overall Return        Average Annual Return    Average 
                                                                   Annual Return

Equity Portfolio
One Year                 16.62%                  11.10%                  14.85%
Five Years               38.38%                   6.70%                   N/A
From Inception<F2>       86.42%                   7.09%                   5.66%

<F1>1 Class A, August 24, 1987.

<F2>2 Class A, August 24, 1987. Class C, March 1, 1994.



         The Class A total return  figures  above and the Bond  Portfolio  yield
figures above were  calculated  using the maximum sales charge in effect at that
time.  Class C shares of the Bond  Portfolio were converted to Class A shares on
October 29, 1996. New  sub-advisors  assumed  management of the Equity Portfolio
effective  February,  1994,  and  new  sub-advisors  assumed  management  of the
Managed Growth  Portfolio  effective July,  1995.  Total return,  like yield and
net  asset  value  per  share,  fluctuates  in  response  to  changes  in market
conditions.  Neither  total  return  nor yield for any  particular  time  period
should be considered an indication of future return.


                       PURCHASE AND REDEMPTION 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 of any Portfolio.  A service
fee of $10,  plus any costs  incurred  by the Fund,  will be  charged  investors
whose purchase checks are returned for insufficient funds.
         Shareholders  in the Money  Market  Portfolio  wishing  to have  drafts
should  complete the signature  card enclosed with the  Investment  Application.
Existing  shareholders  may arrange for draft writing by contacting the Fund for
a  signature  card.  Other  documentation  may be  required  from  corporations,
fiduciaries  and  institutional  investors.  This draft writing  service will be
subject to the customary  rules and  regulations  governing  checking  accounts,
and the Fund  reserves  the right to change or suspend the  service.  Generally,
there  is no  charge  to you for the  maintenance  of  this  service  or for the
clearance  of drafts,  but the Fund  reserves  the right to charge a service fee
for drafts  returned for  insufficient  or  uncollected  funds.  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 may be returned.  This draft  writing  procedure  for  redemption  enables
shareholders  to  receive  the  daily  dividends  declared  on the  shares to be
redeemed  until such time as the draft is  presented to the  custodian  bank for
payment.  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.
         Telephone  redemption  requests are processed upon the date of receipt,
if received prior to 4:00 p.m. Redemption  proceeds are normally  transmitted or
mailed the next business day,  although payment by check of redemption  proceeds
of  Managed  Growth,  Equity  and  Bond  Portfolio  shares  may  take up to five
business   days.   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.
         Amounts  redeemed by  telephone  may be mailed by check to the investor
to the  address  of record  without  charge.  Amounts  of more than $50 and less
than $300,000 may be  transferred  electronically  at no charge to the investor.
Amounts  of $l,000 or more will be  transmitted  by wire  without  charge by the
Fund to the  investor's  account at a domestic  bank or savings  association.  A
charge of $5 is imposed on wire transfers of less than $1,000.
         Existing  shareholders  who at any time  desire to change  instructions
already  given must send a notice  either to the  broker  through  which  shares
were  purchased  or to the Fund with a voided  check  from the bank  account  to
receive the redemption  proceeds.  New wiring instructions may be accompanied by
a voided check in lieu of a signature  guarantee.  Further  documentation may be
required  from  corporations,  fiduciaries,  pension  plans,  and  institutional
investors.
         The Fund's  redemption  check  normally  will be mailed to the investor
on the  next  business  day  following  the  date of  receipt  by the  Fund of a
written  redemption  request.  If the  investor  so  instructs  in such  written
redemption  request,  the check will be mailed or the redemption  proceeds wired
or  transferred  electronically  to a  preauthorized  account at the  investor's
bank.  Redemption  proceeds  are  normally  paid in cash.  However,  at the sole
discretion  of the  Fund,  the Fund 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 Fund,  whichever  is less,  or as
allowed by law.
         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  Securities and Exchange  Commission,  or if the Commission has ordered such
a  suspension  for the  protection  of  shareholders.  Redemption  proceeds  are
normally mailed,  wired or transferred  electronically the next business day but
in no event  later than seven days after a proper  redemption  request  has been
received,  unless  redemptions  have been  suspended  or  postponed as described
above.


                        REDUCED SALES CHARGES (CLASS A)


         The Fund imposes  reduced  sales  charges for Class A shares in certain
situations  in which the  Principal  Underwriter  and the dealers  selling  Fund
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 Fund 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 Fund shares to their  members.  See "Exhibit A -
Reduced Sales Charges" in the Prospectus.


                                  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.
         Calvert  Group is the  leading  family of socially  responsible  mutual
funds,  both  in  terms  of  socially   responsible  mutual  fund  assets  under
management,  and number of socially  responsible  mutual fund portfolios offered
(source:  Social Investment Forum,  September 30, 1996).  Calvert Group was also
the first to offer a family of socially responsible mutual fund portfolios.


                    TRUSTEES, OFFICERS, AND ADVISORY COUNCIL


         REBECCA  ADAMSON,  Trustee.  Since  1983,  Ms.  Adamson  has  served as
President of the national non-profit,  First Nations Financial Project.  Founded
by  her  in  1980,  First  Nations  is  the  only  American  Indian  alternative
development  institute  in the  country.  Address:  69  Kelley  Road,  Falmouth,
Virginia 22405.
         RICHARD L. BAIRD,  JR.,  Trustee.  Mr. Baird is Director of Finance for
the Family Health Council, Inc. in Pittsburgh,  Pennsylvania.  The Family Health
Council is 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  Calvert  New  World  Fund,  Inc.,  Acacia
Capital  Corporation,  and Calvert World Values Fund, Inc. Address: 211 Overlook
Drive, Pittsburgh, Pennsylvania 15216.
         *JOHN G.  GUFFEY,  JR.,  Executive  Vice  President  and  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  Calvert  New World Fund,  Inc.  and Acacia  Capital
Corporation. Address: 7205 Pomander Lane, Chevy Chase, Maryland 20815.
 
         JOY  V.  JONES,   Esq.,   Trustee.   Ms.   Jones  is  an  attorney  and
entertainment  manager in New York  City,  and was  formerly a partner  with the
firm  Rogers & Wells in New  York  City,  specializing  in real  estate  law and
municipal  finance.  Ms. Jones is also a Trustee of Sarah  Lawrence  College,  a
member of the Association of Black Women  Attorneys,  Inc., and a Trustee of the
Community  Service  Society  of New York.  Address:  175 West 12th  Street,  New
York, New York 10011.
         TERRENCE  J.  MOLLNER,  Ed.D.,  Trustee.  Dr.  Mollner is  Founder  and
Chairperson  of  Trusteeship   Institute,   Inc.,  a  diverse  foundation  known
principally  for its  consultation  to  corporations  converting to  cooperative
employee-ownership.  He is also a director of Calvert  World Values  Fund,  Inc.
He served as a Trustee of the  Cooperative  Fund of New  England,  Inc.,  and is
now a member of its Board of  Advisors.  In addition,  Dr.  Mollner is a founder
and  member of the  Board of  Trustees  of the  Foundation  for  Soviet-American
Economic  Cooperation.  Address: 15 Edwards Square,  Northampton,  Massachusetts
01060.
         SYDNEY AMARA MORRIS,  Trustee.  Rev.  Morris is Senior  Minister of the
Unitarian  Church of Vancouver,  Canada.  She  previously  served as Minister of
the  Unitarian-Universalist  Fellowship in Ames, Iowa. Rev. Morris is a graduate
of the  Harvard  Divinity  School.  Address:  1225 W.  26th  Avenue,  Vancouver,
British Columbia, Canada V6H2A8.
         *CHARLES T. NASON,  Trustee.  Mr. Nason  serves as Chairman,  President
and Chief  Executive  Officer  of The Acacia  Group,  a  Washington,  D.C.-based
financial  services   organization,   including  Acacia  Mutual  Life  Insurance
Company  and  Calvert  Group,   Ltd.  Address:   51  Louisiana   Avenue,   N.W.,
Washington, D.C. 20001.
         *D.  WAYNE  SILBY,  Esq.,   President  and  Trustee.  Mr.  Silby  is  a
trustee/director  of each of the  investment  companies in the Calvert  Group of
Funds,  except for Calvert New World Fund, Inc. and Acacia Capital  Corporation.
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. Address: 1715 18th Street, N.W., Washington, D.C. 20009.
         *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.
         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.
         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.
         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.
         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.
         STEVEN J. SCHUETH,  Vice President.  Mr. Schueth serves as President of
Calvert  Distributors,  Inc., and as Vice President of  Calvert-Sloan  Advisers,
L.L.C.
         CATHERINE S.  BARDSLEY,  Esq.,  Secretary.  Ms.  Bardsley is counsel to
Kirkpatrick  &  Lockhart,   LLP,  the  Fund's  legal  counsel.   Address:   1800
Massachusetts Avenue, N.W., Washington, D.C. 20036.
         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.
         SUSAN  WALKER  BENDER,  Esq.,   Assistant  Secretary.   Ms.  Bender  is
Associate  General  Counsel  of  Calvert  Group,  and an  officer of each of its
subsidiaries and Calvert-Sloan  Advisers,  L.L.C. She is also an officer of each
of the other investment companies in the Calvert Group of Funds.
         KATHERINE STONER, Esq.,  Assistant  Secretary.  Ms. Stoner is Assistant
Counsel  of  Calvert  Group  and an  officer  of  each of its  subsidiaries  and
Calvert-Sloan  Advisers,  L.L.C.  She is also an  officer  of each of the  other
investment companies in the Calvert Group of Funds. DOB: 10/21/56.
         LISA CROSSLEY,  Esq.,  Assistant Secretary and Compliance Officer.  Ms.
Crossley  is  Assistant  Counsel of Calvert  Group and an officer of each of its
subsidiaries and Calvert-Sloan  Advisers,  L.L.C. She is also an officer of each
of the other investment companies in the Calvert Group of Funds. DOB: 12/31/61.
         IVY WAFFORD  DUKE,  Esq.,  Assistant  Secretary.  Ms. Duke is Assistant
Counsel  of  Calvert  Group  and an  officer  of  each of its  subsidiaries  and
Calvert-Sloan  Advisers,  L.L.C.  She is also an  officer  of each of the  other
investment companies in the Calvert Group of Funds. DOB: 09/07/68.
         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 the  Fund's  outstanding
shares.  Trustees  marked  with an *,  above,  are  "interested  persons" of the
Fund, under the Investment Company Act of 1940.
         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.
         Mr. Baird and Dr.  Mollner serve as the Fund's  representatives  to the
respective  Audit  Committees of the other  investment  companies in the Calvert
Group  of  Funds;   and  Rev.   Morris  and  Ms.   Jones  serve  as  the  Fund's
representatives  to the  respective  Investment  Policy  Committees of the other
investment  companies in the Calvert Group of Funds.  Ms. Adamson,  Dr. Mollner,
and Mr.  Silby  serve on the Fund's  High Social  Impact  Investments  Committee
which assists the Fund in identifying,  evaluating and selecting  investments in
securities  that offer a rate of return  below the  then-prevailing  market rate
and that present  attractive  opportunities  for  furthering  the Fund's  social
criteria.  Ms. Jones, Rev. Morris, and Messrs.  Guffey, Silby, and Sorrell serve
on  the  Fund's   Special   Equities   Committee   which  assists  the  Fund  in
identifying,   evaluating,   and   selecting   appropriate   private   placement
investment   opportunities  for  the  Fund  that  are  not  high  social  impact
investments.  The Advisory  Council has no power,  authority  or  responsibility
with  respect to the  management  of the Fund or the  conduct of the  affairs of
the Fund. Messrs.  Silby, Guffey,  Sorrell,  Mollner and Baird, Ms. Adamson, Ms.
Jones,  Rev.  Morris,  and Ms. LeClair and Mr. Sarkady of the Advisory  Council,
serve  as  trustees  of  Calvert  Social  Investment  Foundation,  a  non-profit
organization  formed to increase  awareness and educate the general public about
the benefits of socially  conscious  investing.  The  Foundation is not directly
affiliated with Calvert Group.
         During  fiscal  1996,  trustees  of the  Fund not  affiliated  with the
Fund's  Advisor  were paid $43,479 by the Money  Market  Portfolio,  $156,610 by
the Managed  Growth  Portfolio,  $17,612 by the Bond  Portfolio,  and $25,953 by
the Equity  Portfolio.  Trustees  of the Fund not  affiliated  with the  Advisor
presently  receive  an annual  fee of  $20,500  for  service  as a member of the
Board of  Trustees  of the  Calvert  Group of Funds,  and a fee of $750 to $1500
for each regular Board or Committee  meeting  attended;  such fees are allocated
among the respective  Portfolios based upon their relative net assets.  Trustees
who do not serve on the Board of other Funds  sponsored  by the Advisor  receive
an annual  fee of  $12,400,  plus  $600 for each  Board  and  Committee  meeting
attended.
         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.

                           Trustee Compensation Table

Fiscal Year 1996           Aggregate        Pension or        Total Compensation
(unaudited numbers)        Compensation     Retirement        from Registrant
                           from Registrant  Benefits Accrued  and Fund Complex 
                           for service as   as part of      paid to Trustees<F4>
                           Trustee          Registrant
                                            Expenses<F3>

Rebecca Adamson            $15,473          $5,158            $20,631         
Richard L. Baird, Jr.      $   317          $0                $34,925        
John G. Guffey, Jr.        $ 7,575          $0                $49,433        
Joy V. Jones               $30,730          $0                $30,730         
Terrence J. Mollner        $33,448          $0                $44,109        
Sydney Amara Morris        $20,130          $0                $20,130        
D. Wayne Silby             $17,472          $0                $56,398        
                                                                   


<F3> Ms. Adamson has chosen to defer a portion of her compensation. Her total
  deferred compensation, including dividends and capital appreciation, was
  $24,967.11 as of September 30, 1996.
 
<F4>As of December 31, 1996. The Fund Complex consists of nine (9) registered
  investment companies.

*"Fund" in this Letter of Intent shall refer to the Fund or Portfolio, as the
case may be, here indicated.

                             
                             INVESTMENT ADVISOR


         The Fund's  Investment  Advisor is Calvert  Asset  Management  Company,
Inc., 4550 Montgomery Avenue, 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 was entered
into on January  3,  1984,  (May 24,  1994 for the  Equity  Portfolio)  and 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 Board of 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 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 upon 60 days' prior
written notice; it automatically terminates in the event of its assignment.
         Under the  Contract,  the  Advisor  provides  investment  advice to the
Fund and oversees its  day-to-day  operations,  subject to direction and control
by the Fund's  Board of  Trustees.  For its  services,  the Advisor  receives an
annual  fee  of  0.70%  of  the  first  $500  million  of  the  Managed   Growth
Portfolio's  average  daily net assets,  0.675% of the next $500 million of such
assets,  and  0.65%  of all  assets  over $1  billion  (plus/minus  up to  0.15%
incentive  fee);  0.65% of the Bond  Portfolio's  average daily net assets;  and
0.50% of the Money  Market  Portfolio's  average  daily net assets  which fee is
payable  monthly.  See  "Management  of the  Fund"  in the  Prospectus  for  the
Managed  Growth and Equity  Portfolio  advisory  and  sub-advisory  fees,  which
include a  performance  adjustment  fee.  The Advisor  reserves the right (i) to
waive  all or a part  of its fee and  (ii)  to  reallocate  a part of its fee to
broker-dealers   in  consideration  of  their   promotional  or   administrative
services.
         The  Managed  Growth  Portfolio  is  managed  by  multiple   investment
sub-advisors.   With  the   multi-manager   approach,   there  will  be  several
investment  strategies  in  place  at any  given  time  in  order  to  help  the
Portfolio  pursue its investment  objectives.  Specifically,  CAM has retained a
pool of five investment  sub-advisors  to manage the Managed Growth  Portfolio's
assets,  though they will not necessarily be managing the  Portfolio's  money at
the same time.  CAM has retained U.S.  Trust  Company of Boston  ("U.S.  Trust")
NCM Capital Management Group, Inc., Brown Capital  Management,  Inc.,  Fortaleza
Asset  Management,  Inc. and Frontier Capital  Management,  Inc. as sub-advisors
for the  Portfolio.  See  "Management  of the  Fund" in the  Prospectus  for the
Managed  Growth  and  Equity  Portfolio   sub-advisory  fees,  which  include  a
performance adjustment fee.
         The Managed Growth Portfolio's  current  Sub-advisors,  as well as U.S.
Trust,  are  described  in the  Prospectus.  See  "Management  of the Fund." The
remaining pool of Sub-Advisors are described below.
         Fortaleza  Asset  Management,  Inc.  of 200  West  Adams,  Suite  1901,
Chicago,  Illinois,  60606,  is  a  small-cap  growth  manager  that  bases  its
investment  principles on three key elements:  (1) a proprietary stock valuation
system  that   incorporates   technical  and  market  sentiment   indicators  to
determine  optimal buy points;  (2) an emphasis on the  preservation  of capital
through the  implementation  of a strict  selling  discipline to lock in capital
gains and  reduce  losses;  and (3) a  discipline  that  does not  force  equity
commitment  in  overvalued  markets.  The  investment  approach  is  based  on a
bottom-up selection process, and concentrates on small-cap growth stocks.
         Margarita  Perez is the founder,  President  and  Portfolio  Manager of
Fortaleza,  and has over 13 years of  investment  experience.  Prior to  forming
Fortaleza,  Ms.  Perez was Vice  President  and  Portfolio  Manager  for Monetta
Financial  Services,  Inc., where she was directly involved in the management of
equity  accounts  totaling in excess of $100  million.  Ms.  Perez earned an MBA
from  DePaul  University  School of  Commerce.  James  Boves,  also a  Portfolio
Manager,  brings over 25 years of investment  management and research experience
to Fortaleza.  He has an MA in Economics from Northern  Illinois  University and
is a member of the Investment Analysts Society in Chicago.
         Frontier Capital Management is a Boston-based,  independent  investment
management  firm.   Founded  in  1980,   Frontier  is  a  research  driven  firm
specializing  in the management of  growth-oriented  portfolios  with particular
focus  on the  small to  medium  capitalization  sectors  of the  market.  As of
December  31,  1994  the firm  managed  approximately  $1.6  billion  in  client
assets,   including  over  $200  million  in  portfolios   subject  to  socially
responsible  guidelines.  Frontier concentrates on small-/mid-cap growth stocks.
Frontier  has a large  team  of  investment  and  trading  professionals.  Those
responsible  for investing  assets of the  Portfolio  would be determined at the
time the  Advisor  determines  to  allocate  to  Frontier  the  management  of a
portion of Portfolio assets.
         The  Fund's  Sub-Advisor  to  the  Bond  Portfolio  is  U.S.  Trust,  a
Massachusetts-chartered   commercial   bank  with  full  trust  powers.   It  is
wholly-owned  by and the  principal  subsidiary  of UST Corp.,  a  Massachusetts
bank holding  company.  The Trust  Department of U.S. Trust has managed funds as
a fiduciary  since  1895.  U.S.  Trust  pioneered  the  concept and  practice of
socially  responsible  investing and has managed  socially  screened  portfolios
for over two decades.  Pursuant to an  Investment  Sub-Advisory  Agreement  with
the  Advisor,   U.S.  Trust  determines   investment  selections  for  the  Bond
Portfolio.  For its services, U.S. Trust receives an annual fee from the Advisor
0.20% of the Bond Portfolio's average daily net assets;  however,  U.S. Trust is
entitled  to receive  from the  Advisor a minimum  monthly  fee of $1,000.  U.S.
Trust has  agreed to waive its fee on those  assets  designated  as High  Social
Impact  Investments for the Managed Growth and Bond  Portfolios.  See Prospectus
("Additional Investment Policies").
         Loomis,  Sayles & Company,  L.P.  ("Loomis")  serves as  Sub-Advisor to
the  Equity   Portfolio.   See   Prospectus,   "Management  of  the  Fund."  The
computation of the Investment  Performance Fee and the Investment  Record Period
will be made in  accordance  with Rule 205-1 under the  Investment  Advisors Act
of 1940 or any other  applicable  rule as, from time to time,  may be adopted or
amended.  In addition to the sub-advisory  fee, the Advisor pays a marketing fee
of 0.05% to Loomis, based on the Equity Portfolio's average daily net assets.
         The  Advisor   provides  the  Fund  with  investment   supervision  and
management,  administrative  services,  office  space,  furnishes  executive and
other  personnel  to the  Fund,  and may pay Fund  advertising  and  promotional
expenses.  The  Advisor  reserves  the  right to  compensate  broker-dealers  in
consideration of their  promotional or  administrative  services.  The Fund pays
all  other   administrative  and  operating  expenses,   including:   custodial,
registrar,  dividend  disbursing  and transfer  agency  fees;  federal and state
securities   registration  fees;  salaries,   fees  and  expenses  of  trustees,
executive  officers and  employees of the Fund,  and Advisory  Council  members,
who are not "affiliated  persons" of the Advisor or the Sub-Advisors  within the
meaning  of the  Investment  Company  Act of  1940;  insurance  premiums;  trade
association  dues;  legal and audit  fees;  interest,  taxes and other  business
fees;  expenses of printing  and mailing  reports,  notices,  prospectuses,  and
proxy material to  shareholders;  annual  shareholders'  meeting  expenses;  and
brokerage  commissions and other costs  associated with the purchase and sale of
portfolio  securities.  The Advisor has agreed to  reimburse  the Money  Market,
Managed Growth,  and Bond  Portfolios for their  respective  operating  expenses
(excluding   brokerage,   taxes,   interest,   Distribution  Plan  expenses  and
extraordinary  items,  and,  with  respect  to  the  Managed  Growth  Portfolio,
performance fees earned)  exceeding,  on a pro rata basis, 1.5% of the first $30
million of the respective  Portfolio's  average daily net assets, and 1% of such
assets in excess of $30 million.
         The  advisory  fees paid to the Advisor by the Money  Market  Portfolio
for the fiscal years ended  September 30, 1994,  1995,  and 1996 were  $705,750,
$727,343,  and $809,573  respectively.  The advisory fees paid to the Advisor by
the Managed  Growth  Portfolio for the same years were  $3,700,925,  $3,645,338,
and  $4,054,218,  respectively.  The advisory fees paid to the Advisor for these
years by the Bond Portfolio were $419,490, $400,253 and $421,016,  respectively;
and the Equity Portfolio paid $601,189, $569,589, and $496,208, respectively.


                             METHOD OF DISTRIBUTION


         The Fund has  entered  into an  agreement  with  Calvert  Distributors,
Inc.  ("CDI") whereby CDI, acting as principal  underwriter for the Fund,  makes
a  continuous  offering  of the Fund's  securities  on a "best  efforts"  basis.
Under the terms of the  agreement,  CDI is entitled to receive,  pursuant to the
Distribution  Plans,  a  distribution  fee from the  Fund  based on the  average
daily net assets of each  Portfolio's  Class A shares,  and 1.00% of each of the
Managed Growth,  Equity and Bond  Portfolios'  Class C average daily net assets.
The  Equity  and Bond  Portfolios  did not pay  distribution  expenses  prior to
fiscal 1994,  and the Money Market  Portfolio has never paid  Distribution  Plan
expenses.  For the fiscal years ended  September 30, 1994,  1995,  and 1996, the
Managed  Growth   Portfolio   paid  Class  A   distribution   plan  expenses  of
$1,245,946,   $1,219,694,   and   $1,361,666   respectively.   Of  the  Class  A
distribution  expenses  paid in fiscal  1996,  $828,625  was used to  compensate
dealers for their share distribution  promotional services,  $99,350 was for the
printing and mailing of  prospectuses  and sales  materials to investors  (other
than current  shareholders),  $217,628  financed  advertising,  $78,864 financed
compensation  to the  underwriter,  and  the  remainder  was  for  other  direct
distribution  expenses.  For fiscal  year 1994,  the Bond and Equity  Portfolios
paid Class A  distribution  plan expenses of $52,256 and $83,170,  respectively,
for fiscal year 1995, $121,992 and $203,878,  respectively,  and for fiscal year
1996,  $127,042 and $217,340,  respectively.  Of the distribution  expenses paid
by Class A Shares of the Bond  Portfolio  in fiscal  1996,  the full  amount was
used to compensate  dealers for their share distribution  promotional  services.
Of the  distribution  expenses paid by Class A Shares of the Equity Portfolio in
fiscal  1996,   $203,340  was  used  to  compensate   dealers  for  their  share
distribution  promotional  services,  while the remainder partially financed the
printing and mailing of  prospectuses  and sales  materials to investors  (other
than  current  shareholders).  For  Class A  Managed  Growth,  Equity  and  Bond
Portfolio  shares,  CDI also  receives the portion of the sales charge in excess
of the dealer  reallowance.  During the fiscal year ended  September  30,  1994,
Calvert  Securities  Corporation,  the  predecessor  of CDI,  received net sales
charges of $529,807.  During  fiscal year 1995,  CDI received net sales  charges
of $203,099,  $27,038,  and $63,459,  for the Managed  Growth,  Bond, and Equity
Portfolios,  respectively.  During  fiscal  year 1996,  CDI  received  net sales
charges of $405,789,  $56,699,  and $129,525,  for the Managed Growth, Bond, and
Equity Portfolios, respectively.
         For the period from  inception  (March 1, 1994) to September  30, 1994,
the  Managed  Growth  and  Equity  Portfolios  paid  Class C  Distribution  Plan
expenses  of  $5,583  and  $1,757,  respectively.   For  fiscal  1995,  Class  C
Distribution  Plan expenses were $28,447 and $11,918 for the Managed  Growth and
Equity  Portfolios,  respectively.  Fiscal year 1996 Class C  Distribution  Plan
expenses were $52,406 and $22,628 for the Managed  Growth and Equity  Portfolios
respectively.
         Pursuant to Rule 12b-1 under the  Investment  Company Act of 1940,  the
Fund has adopted  Distribution  Plans (the "Plans") which permit the Fund to pay
certain  expenses  associated with the distribution and servicing of its shares.
Such expenses for Class A shares may not exceed,  on an annual  basis,  0.35% of
the Managed Growth,  Equity and Bond  Portfolios'  respective  average daily net
assets  and 0.25% of the Money  Market  Portfolio's  average  daily net  assets.
However,  the Fund's  Board of  Trustees  has  determined  that,  until  further
action by the Board,  no Portfolio  shall pay Class A  distribution  expenses in
excess of 0.25% of its  average  daily net  assets;  and  further,  that Class A
distribution  expenses  only be charged on the  average  daily net assets of the
Managed Growth Portfolio in excess of $30,000,000.
         Expenses  under the Fund's  Class C Plans may not exceed,  on an annual
basis,  1.00% of the  Managed  Growth  and  Equity  Portfolios'  Class C average
daily net assets.
         The Fund'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  expenses.
The Trustees  determined  that there is a reasonable  likelihood  that the Plans
will benefit the Fund 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 affected
class or  Portfolio of the Fund.  Any change in the Plans that would  materially
increase  the  distribution  cost  to  a  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  for  successive  one-year  terms
provided that such  continuance  is  specifically  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 and CDI, at their own  expense,  may
incur costs and pay expenses  associated with the  distribution of shares of the
Fund.
         Certain  broker-dealers,  and/or other persons may receive compensation
from the investment advisor,  underwriter,  or their affiliates for the sale and
distribution  of the securities or for services to the Fund.  Such  compensation
may  include  additional  compensation  based on assets held  through  that firm
beyond the  regularly  scheduled  rates,  and  finder's  fees  payments to firms
whose  representatives  are  responsible  for soliciting a new account where the
accountholder does not choose to purchase through that firm.


                    TRANSFER AND SHAREHOLDER SERVICING AGENT


         Calvert  Shareholder  Services,  Inc., a subsidiary  of Calvert  Group,
Ltd.,  and  Acacia  Mutual,  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   semi-annual   statements  to
shareholders regarding their accounts.  For these services,  Calvert Shareholder
Services,  Inc., receives a fee based on the number of shareholder  accounts and
the number of  shareholder  transactions.  For these  services,  in fiscal years
1994,  1995,  and 1996,  the Money Market  Portfolio  paid  Calvert  Shareholder
Services,  Inc.  fees of  $524,627,  $508,112,  and $647,180  respectively.  The
Managed  Growth  Portfolio  paid  $904,274,  $851,590 and $1,035,494 in the same
fiscal years,  respectively.  The Bond Portfolio paid  $120,933,  $119,859,  and
$152,852 in fiscal  years 1994,  1995,  and 1996,  respectively,  and the Equity
Portfolio  paid  $229,225,   $246,195,   and  $305,430  for  the  same  periods,
respectively.


                             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 and  Sub-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 and  Sub-Advisor  reserve 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  and the  Sub-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 or
Sub-Advisor's  normal  research  activities  or expenses.  In fiscal years 1994,
1995,  and 1996, no  commissions  were paid to any officer,  trustee or Advisory
Council member of the Fund or any of their affiliates.
         The Advisor and  Sub-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  or  Sub-Advisor  may  compensate,  at its
expense,   such   broker-dealers  in  consideration  of  their  promotional  and
administrative services.
         Depending  upon  market  conditions,   portfolio  turnover,   generally
defined as the  lesser of annual  sales or  purchases  of  portfolio  securities
divided  by the  average  monthly  value  of  the  Fund's  portfolio  securities
(excluding  from both the numerator and the  denominator  all  securities  whose
maturities or  expiration  dates as of the date of  acquisition  are one year or
less),  expressed as a percentage,  is under normal circumstances expected to be
within  50% to 150%.  For 1994,  the  portfolio  turnover  rates of the  Managed
Growth,  Bond, and Equity Portfolios were 34%, 19%, and 94%,  respectively.  The
1995 fiscal year  portfolio  turnover  rates of the Managed  Growth,  Bond,  and
Equity  Portfolios  were 114%, 29%, and 35%,  respectively.  For the 1996 fiscal
year,  the portfolio  turnover  rates of the Managed  Growth,  Bond,  and Equity
Portfolios were 111%, 22%, and 118%, 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 1997.  State Street Bank &
Trust  Company,   N.A.,  225  Franklin  Street,  Boston,  MA  02110,  serves  as
custodian of the Fund's investments.  First National Bank of Maryland,  25 South
Charles  Street,  Baltimore,  Maryland 21203 also serves as custodian of certain
of the Fund's cash assets.  The  custodians  have no part in deciding the Fund's
investment  policies or the choice of  securities  that are to be  purchased  or
sold for the Fund's Portfolios.


                              GENERAL INFORMATION


         The Fund was  approved as a  Massachusetts  business  trust on November
30, 1981.  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 also  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  Managed  Growth  and  Equity  Portfolios  each  offer 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 Fund,  shareholders  of each class are entitled to share
pro rata in the net assets belonging to that series available for distribution.
         The Fund will  send its  shareholders  confirmations  of  purchase  and
redemption  transactions,   as  well  as  periodic  transaction  statements  and
unaudited  semi-annual  and audited  annual  financial  statements of the Fund's
investment  securities,  assets  and  liabilities,   income  and  expenses,  and
changes in net assets.
         The  Prospectus  and this  Statement of Additional  Information  do 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 Fund's audited financial  statements  included in its Annual Report
to  Shareholders  dated  September  30,  1996,  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


CORPORATE BOND AND COMMERCIAL PAPER RATINGS
Corporate Bonds:
Description of Moody's Investors Service Inc.'s/Standard & Poor's 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 higher rated categories.
         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.  The  higher  the  degree of  speculation,  the lower the
rating.   While  such  debt  will  likely  have  some  quality  and   protective
characteristics,  these are  outweighed  by large  uncertainties  or major  risk
exposure to adverse conditions.
         C/C:  This  rating is only for  income  bonds on which no  interest  is
being paid.
         D:  Debt  in  default;  payment  of  interest  and/or  principal  is in
arrears.

Commercial Paper Ratings:
         MOODY'S INVESTORS SERVICE, INC.:
         The Prime rating is the highest  commercial  paper  rating  assigned by
Moody's.  Among the factors  considered by Moody's in assigning  ratings are the
following:  (1)  evaluation  of the  management  of  the  issuer;  (2)  economic
evaluation  of  the  issuer's   industry  or  industries  and  an  appraisal  of
speculative-type  risks which may be inherent in certain  areas;  (3) evaluation
of the issuer's  products in relation to  competition  and customer  acceptance;
(4) liquidity;  (5) amount and quality of long-term  debt; (6) trend of earnings
over a period of ten years;  (7) financial  strength of a parent company and the
relationships  which exist with the issuer;  and (8)  recognition  by management
of  obligations  which  may be  present  or may  arise  as a  result  of  public
interest  questions and  preparations to meet such  obligations.  Issuers within
this Prime  category may be given ratings 1, 2, or 3,  depending on the relative
strengths of these factors.
         STANDARD & POOR'S CORPORATION:
         Commercial  paper  rated A by  Standard  &  Poor's  has  the  following
characteristics:  (i) liquidity  ratios are adequate to meet cash  requirements;
(ii)  long-term  senior  debt  rating  should be A or better,  although  in some
cases BBB credits may be allowed if other  factors  outweigh the BBB;  (iii) the
issuer  should have  access to at least two  additional  channels of  borrowing;
(iv) basic  earnings and cash flow should have an upward  trend with  allowances
made for unusual  circumstances;  and (v) typically the issuer's industry should
be well  established  and the issuer  should have a strong  position  within its
industry and the reliability and quality of management  should be  unquestioned.
Issuers  rated A are further  referred to by use of numbers 1, 2 and 3 to denote
the relative strength within this highest classification.


                                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


                                                                             
Date                                               Signature of Investor(s)


                                                                             
Date                                               Signature of Investor(s)



    




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