CALVERT FUND
497, 2000-07-13
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CALVERT
INCOME  FUND
PROSPECTUS

JANUARY  31,  2000
REVISED  JULY  14,  2000

<PAGE>
PROSPECTUS
JANUARY  31,  2000
REVISED  JULY  14,  2000

INCOME  FUND



ABOUT  THE  FUND
2     INVESTMENT  OBJECTIVE,  STRATEGY,  PAST  PERFORMANCE
4     FEES  AND  EXPENSES
5     PRINCIPAL  INVESTMENT  PRACTICES  AND  RISKS

ABOUT  YOUR  INVESTMENT
10     PORTFOLIO  MANAGER
10     ADVISORY  FEES
11     HOW  TO  BUY  SHARES/GETTING  STARTED
       11     CHOOSING  A  SHARE  CLASS
       13     CALCULATION  OF  CDSC/WAIVER
       13     DISTRIBUTION  AND  SERVICE  FEES
14     NEXT  STEP  -  ACCOUNT  APPLICATION
       14     HOW  SHARES  ARE  PRICED
       15     WHEN  YOUR  ACCOUNT  WILL  BE  CREDITED
15     OTHER  CALVERT  GROUP  FEATURES
       (EXCHANGES,  MINIMUM  ACCOUNT  BALANCE,  ETC.)
18     DIVIDENDS,  CAPITAL  GAINS  AND  TAXES
19     HOW  TO  SELL  SHARES
21     FINANCIAL  HIGHLIGHTS
23     EXHIBIT  A-  REDUCED  SALES  CHARGES  (CLASS  A)
25     EXHIBIT  B-  SERVICE  FEES  AND  OTHER  ARRANGEMENTS  WITH  DEALERS


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

<PAGE>
OBJECTIVE
CALVERT INCOME FUND SEEKS TO MAXIMIZE LONG-TERM INCOME, TO THE EXTENT CONSISTENT
WITH  PRUDENT  INVESTMENT  MANAGEMENT  AND  PRESERVATION  OF  CAPITAL,  THROUGH
INVESTMENT  IN  BONDS  AND  OTHER  INCOME  PRODUCING  SECURITIES.

PRINCIPAL  INVESTMENT  STRATEGIES
THE  FUND  USES  AN  ACTIVE STRATEGY, SEEKING RELATIVE VALUE TO EARN INCREMENTAL
INCOME.  THE  FUND  TYPICALLY  INVESTS  AT LEAST 65% OF ITS ASSETS IN INVESTMENT
GRADE  DEBT  SECURITIES.

PRINCIPAL  RISKS
YOU  COULD  LOSE  MONEY  ON  YOUR  INVESTMENT  IN  THE  FUND,  OR THE FUND COULD
UNDERPERFORM,  MOST  LIKELY  FOR  ANY  OF  THE  FOLLOWING  REASONS:
-     THE  BOND  MARKET  GOES  DOWN
-     THE  INDIVIDUAL  BONDS  IN  THE  FUND  DO  NOT PERFORM AS WELL AS EXPECTED
-     THE  ADVISOR'S  FORECAST  AS  TO  INTEREST  RATES  IS  NOT  CORRECT
-     THE  ADVISOR'S  ALLOCATION AMONG DIFFERENT SECTORS OF THE BOND MARKET DOES
NOT  PERFORM  AS  WELL  AS  EXPECTED
-     THE  FUND IS NON-DIVERSIFIED. COMPARED TO OTHER FUNDS, THE FUND MAY INVEST
MORE OF ITS ASSETS IN A SMALLER NUMBER OF COMPANIES. GAINS OR LOSSES ON A SINGLE
BOND  MAY  HAVE  GREATER  IMPACT  ON  THE  FUND.

THE  FUND'S ACTIVE TRADING STRATEGY MAY CAUSE THE FUND TO HAVE A RELATIVELY HIGH
AMOUNT  OF  SHORT-TERM  CAPITAL  GAINS, WHICH ARE TAXABLE TO YOU AT THE ORDINARY
INCOME  TAX  RATE.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED
BY  THE  FEDERAL  DEPOSIT  INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

BAR  CHART  AND  PERFORMANCE  TABLE
THE  BAR  CHART  AND  TABLE  SHOW  THE  FUND'S  ANNUAL RETURNS AND ITS LONG-TERM
PERFORMANCE.  THE  CHART  AND  TABLE  PROVIDE  SOME  INDICATION  OF THE RISKS OF
INVESTING IN THE FUND. THE CHART SHOWS HOW THE PERFORMANCE OF THE CLASS A SHARES
HAS  VARIED  FROM  YEAR  TO YEAR. THE TABLE COMPARES THE FUND'S PERFORMANCE OVER
TIME  TO  THAT  OF THE LEHMAN AGGREGATE BOND INDEX. THIS IS A WIDELY RECOGNIZED,
UNMANAGED INDEX OF BOND PRICES. IT ALSO SHOWS THE FUND'S RETURNS COMPARED TO THE
LIPPER  BBB  RATED  FUND INDEX, A COMPOSITE INDEX OF THE ANNUAL RETURN OF MUTUAL
FUNDS  THAT HAVE AN INVESTMENT GOAL SIMILAR TO THAT OF THE FUND. THE FUND'S PAST
PERFORMANCE  DOES  NOT  NECESSARILY  INDICATE  HOW  THE FUND WILL PERFORM IN THE
FUTURE.

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THE  RETURN  FOR  EACH  OF  THE  FUND'S  OTHER CLASSES OF SHARES OFFERED BY THIS
PROSPECTUS  WILL  DIFFER  FROM  THE  CLASS  A  RETURNS  SHOWN  IN THE BAR CHART,
DEPENDING  UPON  THE  EXPENSES OF THAT CLASS. THE BAR CHART DOES NOT REFLECT ANY
SALES  CHARGE THAT YOU MAY BE REQUIRED TO PAY UPON PURCHASE OR REDEMPTION OF THE
FUND'S  SHARES.  ANY  SALES  CHARGE  WILL  REDUCE YOUR RETURN. THE AVERAGE TOTAL
RETURN  TABLE  SHOWS  RETURNS  WITH  THE MAXIMUM SALES CHARGE DEDUCTED. NO SALES
CHARGE  HAS  BEEN  APPLIED  TO  THE  INDEX  USED  FOR  COMPARISON  IN THE TABLE.

YEAR-BY-YEAR  TOTAL  RETURN
(CLASS  A  RETURN  AT  NAV)

INSERT  BAR  CHART  HERE

BEST  QUARTER  (OF  PERIODS  SHOWN)     2Q  '95      7.04%
WORST  QUARTER  (OF  PERIODS  SHOWN)    1Q  '94     (4.56%)

AVERAGE  ANNUAL  TOTAL  RETURNS  (FOR THE PERIODS ENDED DECEMBER 31, 1999) (WITH
MAXIMUM  SALES  CHARGE  DEDUCTED)

                                   1  YEAR     5  YEAR      10  YEAR
INCOME  FUND:  CLASS  A               3.23%       9.33%        8.09%
INCOME  FUND:  CLASS  B                N/A         N/A           N/A
INCOME  FUND:  CLASS  C                N/A         N/A           N/A
LEHMAN AGGREGATE BOND INDEX TR      (0.82%)       7.73%        7.70%
LIPPER  BBB  RATED  FUND  INDEX     (1.12%)       7.68%        7.72%

<PAGE>
FEES  AND  EXPENSES

THIS  TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
SHARES  OF  THE  FUND.




                                         CLASS A     CLASS B3     CLASS C3
SHAREHOLDER  FEES
(PAID  DIRECTLY  FROM  YOUR  ACCOUNT)

MAXIMUM  SALES  CHARGE  (LOAD)
IMPOSED  ON  PURCHASES                      3.75%        NONE         NONE
(AS  A  PERCENTAGE  OF  OFFERING  PRICE)

MAXIMUM  DEFERRED  SALES  CHARGE  (LOAD)
(AS  A  PERCENTAGE  OF  PURCHASE  OR        NONE2      4.00% 4      1.00%5
REDEMPTION PROCEEDS, WHICHEVER IS LOWER)

ANNUAL  FUND  OPERATING  EXPENSES1
(DEDUCTED  FROM  FUND  ASSETS)

MANAGEMENT  FEES                             .70%         .70%        .70%

DISTRIBUTION  AND  SERVICE  (12B-1)  FEES    .15%        1.00%       1.00%

OTHER  EXPENSES                              .47%        1.21%       1.97%

TOTAL  ANNUAL  FUND  OPERATING  EXPENSES    1.32%        2.91%       3.67%

FEE WAIVER AND/OR EXPENSE REINBURSEMENT       --           --        0.76%

NET EXPENSES6                                 --           --        2.91%


EXPLANATION  OF  FEES  AND  EXPENSES  TABLE
1     ANNUAL  FUND  OPERATING EXPENSES ARE BASED ON EXPENSES FOR THE FUND'S MOST
RECENT FISCAL YEAR,          UNLESS OTHERWISE INDICATED. MANAGEMENT FEES INCLUDE
ANY  ADMINISTRATIVE  FEE  PAID  BY  THE  FUND TO          CALVERT ADMINISTRATIVE
SERVICES  COMPANY,  AN  AFFILIATE  OF  THE  ADVISOR.
2     PURCHASES  OF  CLASS A SHARES FOR ACCOUNTS WITH $1 MILLION OR MORE ARE NOT
SUBJECT  TO  FRONT-END  SALES          CHARGES,  BUT  MAY  BE  SUBJECT TO A 1.0%
CONTINGENT  DEFERRED  SALES  CHARGE ON SHARES REDEEMED WITHIN          1 YEAR OF
PURCHASE.  (SEE  "HOW  TO  BUY  SHARES-CLASS  A").
3     EXPENSES  ARE  BASED  ON  ESTIMATES  FOR  THE  CURRENT  FISCAL  YEAR.
4     A  CONTINGENT  DEFERRED SALES CHARGE IS IMPOSED ON THE PROCEEDS OF CLASS B
SHARES  REDEEMED  WITHIN  4          YEARS,  SUBJECT  TO CERTAIN EXCEPTIONS. THE
CHARGE  IS  A  PERCENTAGE OF NET ASSET VALUE AT THE TIME OF          PURCHASE OR
REDEMPTION, WHICHEVER IS LESS, AND DECLINES FROM 4% IN THE FIRST YEAR THE SHARES
ARE          HELD,  TO  3%  IN  THE  SECOND, 2% IN THE THIRD YEAR, AND 1% IN THE
FOURTH  YEAR.  THERE IS NO CHARGE ON          REDEMPTIONS OF CLASS B SHARES HELD
FOR MORE THAN FOUR YEARS. SEE "CALCULATION OF CONTINGENT          DEFERRED SALES
CHARGE."
5     A  CONTINGENT  DEFERRED  SALES  CHARGE OF 1% IS IMPOSED ON THE PROCEEDS OF
CLASS  C SHARES REDEEMED          WITHIN ONE YEAR. THE CHARGE IS A PERCENTAGE OF
NET  ASSET  VALUE AT THE TIME OF PURCHASE OR               REDEMPTION, WHICHEVER
IS  LESS.  SEE"CALCULATION  OF  CONTINGENT  DEFERRED  SALES  CHARGE."

6     CAMCO HAS AGREED TO LIMIT ANNUAL FUND CLASS C OPERATING EXPENSES (NET OF
EXPENSE OFFSET ARRANGEMENTS) THROUGH SEPTEMBER 30, 2001. THE CONTRACTUAL EXPENSE
CAP IS SHOWN AS "NET EXPENSES," THIS IS THE MAXIMUM AMOUNT OF OPERATING EXPENSES
THAT MAY BE CHARGED TO THE FUND THROUGH SEPTEMBER 30, 2001. FOR THE PURPOSES OF
THIS EXPENSE LIMIT, OPERATING EXPENSES DO NOT INCLUDE INTEREST EXPENSE,
BROKERAGE COMMISSIONS, EXTRAORDINARY EXPENSES, TAXES AND CAPITAL ITEMS. THE FUND
HAS AN OFFSET ARRANGEMENT WITH THE CUSTODIAN BANK WHEREBY THE CUSTODIAN AND
TRANSFER AGENT FEES MAY BE PAID INDIRECTLY BY CREDITS ON THE FUND'S UNINVESTED
CASH BALANCES. THESE CREDITS ARE USED TO REDUCE THE FUND'S EXPENSES.


<PAGE>
EXAMPLE
THIS  EXAMPLE  IS  INTENDED  TO HELP YOU COMPARE THE COST OF INVESTING IN A FUND
WITH  THE  COST  OF  INVESTING  IN OTHER MUTUAL FUNDS. THE EXAMPLE ASSUMES THAT:

-     YOU  INVEST  $10,000  IN  THE  FUND  FOR  THE  TIME  PERIODS  INDICATED;
-     YOUR  INVESTMENT  HAS  A  5%  RETURN  EACH  YEAR;  AND
-     THE  FUND'S  OPERATING  EXPENSES  REMAIN  THE  SAME.

ALTHOUGH  YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, UNDER THESE ASSUMPTIONS YOUR
COSTS  WOULD  BE:

                               1 YEAR     3 YEARS     5 YEARS     10 YEARS
CLASS  A                         $504        $778      $1,071       $1,906
CLASS  B  (WITH  REDEMPTION)     $694      $1,101      N/A          N/A
CLASS  B  (NO  REDEMPTION)       $294        $901      N/A          N/A
CLASS  C  (WITH  REDEMPTION)     $394      $1,053      N/A          N/A
CLASS  C  (NO  REDEMPTION)       $294      $1,053      N/A          N/A


PRINCIPAL  INVESTMENT  PRACTICES  AND  RISKS
THE  MOST  CONCISE  DESCRIPTION  OF THE FUND'S RISK PROFILE IS UNDER THE EARLIER
SUMMARY.  THE  FUND IS ALSO PERMITTED TO INVEST IN CERTAIN OTHER INVESTMENTS AND
TO  USE  CERTAIN  INVESTMENT  TECHNIQUES  THAT HAVE HIGHER RISKS ASSOCIATED WITH
THEM.  ON  THE  FOLLOWING  PAGES ARE BRIEF DESCRIPTIONS OF THESE OTHER PRINCIPAL
INVESTMENTS  AND  TECHNIQUES,  SUMMARIZED  EARLIER,  ALONG  WITH  THEIR  RISKS.

FOR  EACH  OF  THE INVESTMENT PRACTICES LISTED, THE TABLE BELOW SHOWS THE FUND'S
LIMITATIONS  AS  A  PERCENTAGE  OF  ITS  ASSETS  AND THE PRINCIPAL TYPES OF RISK
INVOLVED.  (SEE  THE PAGES FOLLOWING THE TABLE FOR A DESCRIPTION OF THE TYPES OF
RISKS).  NUMBERS  IN  THIS  TABLE SHOW MAXIMUM ALLOWABLE AMOUNT ONLY; FOR ACTUAL
USAGE,  CONSULT  THE  FUND'S  ANNUAL/SEMI-ANNUAL  REPORTS.

<PAGE>
KEY  TO  TABLE
J     FUND  CURRENTLY  USES
O     PERMITTED,  BUT  NOT  TYPICALLY  USED
      (%  OF  ASSETS  ALLOWABLE,  IF  RESTRICTED)
7     NOT  PERMITTED
XN    ALLOWED  UP  TO  X%  OF  FUND'S  NET  ASSETS
XT    ALLOWED  UP  TO  X%  OF  FUND'S  TOTAL  ASSETS
NA    NOT  APPLICABLE  TO  THIS  TYPE  OF  FUND

                                                      J

INVESTMENT  PRACTICES
ACTIVE  TRADING  STRATEGY/TURNOVER  INVOLVES  SELLING  A
SECURITY  SOON  AFTER PURCHASE. AN ACTIVE TRADING STRATEGY CAUSES A FUND TO HAVE
HIGHER  PORTFOLIO TURNOVER COMPARED TO OTHER FUNDS AND HIGHER TRANSACTION COSTS,
SUCH AS COMMISSIONS AND CUSTODIAN AND SETTLEMENT FEES, AND MAY INCREASE A FUND'S
TAX  LIABILITY.  RISKS:  OPPORTUNITY,  MARKET  AND  TRANSACTION.

TEMPORARY  DEFENSIVE  POSITIONS.  DURING  ADVERSE  MARKET,
ECONOMIC  OR  POLITICAL  CONDITIONS,  THE  FUND  MAY  DEPART  FROM ITS PRINCIPAL
INVESTMENT STRATEGIES BY INCREASING ITS INVESTMENT IN U.S. GOVERNMENT SECURITIES
AND  OTHER  SHORT-TERM  INTEREST-BEARING
SECURITIES.  RISKS:  OPPORTUNITY.

                                                      O


HEDGING  STRATEGIES.  THE  USE  OF SHORT SALES OF US TREASURY SECURITIES FOR THE
LIMITED  PURPOSE  OF  HEDGING  THE  FUND'S  DURATION
(DURATION  IS A MEASURE OF THE INTEREST RATE-SENSITIVITY OF THE FUND). ANY SHORT
SALES ARE "COVERED" WITH AN EQUIVALENT AMOUNT OF HIGH QUALITY, LIQUID SECURITIES
IN  A  SEGREGATED ACCOUNT AT THE FUND'S CUSTODIAN. THIS TECHNIQUE IS INTENDED TO
LOWER  THE  FUND'S  INTEREST  RATE  RISK.  RISKS:  CORRELATION,  MANAGEMENT  AND
OPPORTUNITY.

                                                      J

CONVENTIONAL  SECURITIES

FOREIGN  SECURITIES.  SECURITIES  ISSUED  BY  COMPANIES LOCATED OUTSIDE THE U.S.
AND/OR  TRADED  PRIMARILY  ON  A     FOREIGN  EXCHANGE. RISKS: MARKET, CURRENCY,
TRANSACTION,  LIQUIDITY,  INFORMATION  AND  POLITICAL.

                                                      30N

INVESTMENT  GRADE  BONDS.  BONDS  RATED  BBB/BAA OR HIGHER OR COMPARABLE UNRATED
BONDS.  RISKS:  INTEREST  RATE,  MARKET  AND  CREDIT.

                                                      J

BELOW-INVESTMENT  GRADE  BONDS.  BONDS RATED BELOW BBB/BAA OR COMPARABLE UNRATED
BONDS  ARE  CONSIDERED  JUNK BONDS. THEY ARE SUBJECT TO GREATER CREDIT RISK THAN
INVESTMENT  GRADE  BONDS.  RISKS:  CREDIT,  MARKET, INTEREST RATE, LIQUIDITY AND
INFORMATION.

                                                    35N

<PAGE>
PRINCIPAL  INVESTMENT  PRACTICES  AND  RISKS  (CONT'D)

INVESTMENT  PRACTICES
UNRATED  DEBT  SECURITIES.  BONDS  THAT  HAVE  NOT  BEEN  RATED  BY  A
RECOGNIZED RATING AGENCY; THE ADVISOR HAS DETERMINED THE CREDIT QUALITY BASED ON
ITS  OWN  RESEARCH.  RISKS:  CREDIT,  MARKET,  INTEREST  RATE,  LIQUIDITY  AND
INFORMATION.

                                                      J

ILLIQUID SECURITIES. SECURITIES WHICH CANNOT BE READILY SOLD BECAUSE THERE IS NO
ACTIVE  MARKET.     RISKS:  LIQUIDITY,  MARKET  AND  TRANSACTION.

                                                    15N

UNLEVERAGED  DERIVATIVE  SECURITIES

ASSET-BACKED SECURITIES. SECURITIES ARE BACKED BY UNSECURED DEBT, SUCH AS CREDIT
CARD  DEBT.  THESE  SECURITIES  ARE  OFTEN  GUARANTEED OR OVER-COLLATERALIZED TO
ENHANCE  THEIR  CREDIT  QUALITY.  RISKS:  CREDIT,  INTEREST  RATE AND LIQUIDITY.

                                                      J

MORTGAGE-BACKED  SECURITIES.  SECURITIES  ARE  BACKED  BY  POOLS  OF  MORTGAGES,
INCLUDING  PASSTHROUGH  CERTIFICATES, AND OTHER SENIOR CLASSES OF COLLATERALIZED
MORTGAGE OBLIGATIONS (CMOS). RISKS: CREDIT, EXTENSION, PREPAYMENT, LIQUIDITY AND
INTEREST  RATE.

                                                      J

PARTICIPATION INTERESTS. SECURITIES REPRESENTING AN INTEREST IN ANOTHER SECURITY
OR  IN  BANK  LOANS.     RISKS:  CREDIT,  INTEREST  RATE  AND  LIQUIDITY.

                                                      O

LEVERAGED  DERIVATIVE  INSTRUMENTS

CURRENCY CONTRACTS. CONTRACTS INVOLVING THE RIGHT OR OBLIGATION TO BUY OR SELL A
GIVEN  AMOUNT  OF  FOREIGN CURRENCY AT A SPECIFIED PRICE AND FUTURE DATE. RISKS:
CURRENCY,  LEVERAGE,  CORRELATION,  LIQUIDITY  AND  OPPORTUNITY.

                                                      J
                                                     5T

OPTIONS ON SECURITIES AND INDICES. CONTRACTS GIVING THE HOLDER THE RIGHT BUT NOT
THE OBLIGATION TO PURCHASE OR SELL A SECURITY (OR THE CASH VALUE, IN THE CASE OF
AN OPTION ON AN INDEX) AT A SPECIFIED PRICE WITHIN A SPECIFIED TIME. IN THE CASE
OF  SELLING  (WRITING)  OPTIONS,  THE  FUND  WILL  WRITE CALL OPTIONS ONLY IF IT
ALREADY  OWNS THE SECURITY (IF IT IS "COVERED"). RISKS: INTEREST RATE, CURRENCY,
MARKET,  LEVERAGE,  CORRELATION,  LIQUIDITY,  CREDIT  AND  OPPORTUNITY.

                                                      0

FUTURES  CONTRACT.  AGREEMENT  TO  BUY  OR  SELL  A  SPECIFIC  AMOUNT  OF
A  COMMODITY  OR FINANCIAL INSTRUMENT AT A PARTICULAR PRICE ON A SPECIFIC FUTURE
DATE.  RISKS:  INTEREST RATE, CURRENCY, MARKET, LEVERAGE, CORRELATION, LIQUIDITY
AND  OPPORTUNITY.

                                                     5N


<PAGE>
PRINCIPAL  INVESTMENT  PRACTICES  AND  RISKS  (CONT'D)

INVESTMENT  PRACTICES
STRUCTURED  SECURITIES.  INDEXED AND/OR LEVERAGED MORTGAGE-BACKED AND OTHER DEBT
SECURITIES,  INCLUDING  PRINCIPAL-ONLY  AND  INTEREST-ONLY SECURITIES, LEVERAGED
FLOATING  RATE  SECURITIES,  AND  OTHERS.  THESE  SECURITIES  TEND  TO BE HIGHLY
SENSITIVE  TO INTEREST RATE MOVEMENTS AND THEIR PERFORMANCE MAY NOT CORRELATE TO
THESE  MOVEMENTS  IN  A  CONVENTIONAL  FASHION.  RISKS:  CREDIT,  INTEREST RATE,
EXTENSION,  PREPAYMENT,  MARKET,  LEVERAGE,  LIQUIDITY  AND  CORRELATION.

                                                      O

THE  FUND  HAS  ADDITIONAL  INVESTMENT  POLICIES  AND  RESTRICTIONS THAT ARE NOT
PRINCIPAL  TO  THEIR  INVESTMENT STRATEGIES (FOR EXAMPLE, REPURCHASE AGREEMENTS,
BORROWING,  PLEDGING,  AND  REVERSE  REPURCHASE  AGREEMENTS, SECURITIES LENDING,
WHEN-ISSUED  SECURITIES  AND  SHORT  SALES.) THESE POLICIES AND RESTRICTIONS ARE
DISCUSSED  IN  THE  STATEMENT  OF  ADDITIONAL  INFORMATION  ("SAI").

TYPES  OF  INVESTMENT  RISK
CORRELATION  RISK
THIS  OCCURS  WHEN  A  FUND  "HEDGES"-  USES ONE INVESTMENT TO OFFSET THE FUND'S
POSITION  IN  ANOTHER.  IF  THE TWO INVESTMENTS DO NOT BEHAVE IN RELATION TO ONE
ANOTHER  THE  WAY  FUND  MANAGERS  EXPECT  THEM TO, THEN UNEXPECTED OR UNDESIRED
RESULTS MAY OCCUR. FOR EXAMPLE, A HEDGE MAY ELIMINATE OR REDUCE GAINS AS WELL AS
OFFSET  LOSSES.

CREDIT  RISK
THE  RISK  THAT  THE  ISSUER  OF A SECURITY OR THE COUNTERPARTY TO AN INVESTMENT
CONTRACT  MAY  DEFAULT  OR  BECOME  UNABLE  TO  PAY  ITS  OBLIGATIONS  WHEN DUE.

CURRENCY  RISK
CURRENCY RISK OCCURS WHEN A FUND BUYS OR SELLS A SECURITY DENOMINATED IN FOREIGN
CURRENCY.  FOREIGN  CURRENCIES "FLOAT" IN VALUE AGAINST THE U.S. DOLLAR. ADVERSE
CHANGES  IN  FOREIGN  CURRENCY  VALUES CAN CAUSE INVESTMENT LOSSES WHEN A FUND'S
INVESTMENTS  ARE  CONVERTED  TO  U.S.  DOLLARS.

EXTENSION  RISK
THE  RISK  THAT  AN  UNEXPECTED RISE IN INTEREST RATES WILL EXTEND THE LIFE OF A
MORTGAGE-BACKED  SECURITY  BEYOND  THE  EXPECTED  PREPAYMENT  TIME,  TYPICALLY
REDUCING  THE  SECURITY'S  VALUE.

INFORMATION  RISK
THE  RISK  THAT  INFORMATION  ABOUT A SECURITY OR ISSUER MIGHT NOT BE AVAILABLE,
COMPLETE,  ACCURATE  OR  COMPARABLE.

<PAGE>
INTEREST  RATE  RISK
THE  RISK  THAT  CHANGES IN INTEREST RATES WILL ADVERSELY AFFECT THE VALUE OF AN
INVESTOR'S  SECURITIES.  WHEN  INTEREST  RATES  RISE,  THE VALUE OF FIXED-INCOME
SECURITIES  WILL  GENERALLY  FALL.  CONVERSELY,  A  DROP  IN INTEREST RATES WILL
GENERALLY CAUSE AN INCREASE IN THE VALUE OF FIXED-INCOME SECURITIES. LONGER-TERM
SECURITIES  AND  ZERO COUPON/"STRIPPED" COUPON SECURITIES ("STRIPS") ARE SUBJECT
TO  GREATER  INTEREST  RATE  RISK.

LEVERAGE  RISK
THE  RISK THAT OCCURS IN SOME SECURITIES OR TECHNIQUES WHICH TEND TO MAGNIFY THE
EFFECT  OF SMALL CHANGES IN AN INDEX OR A MARKET. THIS CAN RESULT IN A LOSS THAT
EXCEEDS  THE  AMOUNT  ACTUALLY  INVESTED.

LIQUIDITY  RISK
THE RISK THAT OCCURS WHEN INVESTMENTS CANNOT BE READILY SOLD. A FUND MAY HAVE TO
ACCEPT  A LESS-THAN-DESIRABLE PRICE TO COMPLETE THE SALE OF AN ILLIQUID SECURITY
OR  MAY  NOT  BE  ABLE  TO  SELL  IT  AT  ALL.

MANAGEMENT  RISK
THE  RISK THAT A FUND'S PORTFOLIO MANAGEMENT PRACTICES MIGHT NOT WORK TO ACHIEVE
THEIR  DESIRED  RESULT.

MARKET  RISK
THE  RISK  THAT  SECURITIES  PRICES  IN  A  MARKET, A SECTOR OR AN INDUSTRY WILL
FLUCTUATE,  AND  THAT  SUCH  MOVEMENTS  MIGHT  REDUCE  AN  INVESTMENT'S  VALUE.

OPPORTUNITY  RISK
THE  RISK  OF MISSING OUT ON AN INVESTMENT OPPORTUNITY BECAUSE THE ASSETS NEEDED
TO  TAKE  ADVANTAGE  OF  IT  ARE  COMMITTED  TO LESS ADVANTAGEOUS INVESTMENTS OR
STRATEGIES.

POLITICAL  RISK
THE  RISK  THAT  MAY OCCUR WITH FOREIGN INVESTMENTS, AND MEANS THAT THE VALUE OF
AN  INVESTMENT  MAY  BE  ADVERSELY  AFFECTED  BY NATIONALIZATION, TAXATION, WAR,
GOVERNMENT  INSTABILITY  OR  OTHER  ECONOMIC  OR  POLITICAL  ACTIONS OR FACTORS.

PREPAYMENT  RISK
THE  RISK  THAT  ANTICIPATED  PREPAYMENTS  MAY  OCCUR,  REDUCING  THE VALUE OF A
MORTGAGE-BACKED  SECURITY.  THE  FUND  MUST  THEN  REINVEST  THOSE ASSETS AT THE
CURRENT  MARKET  RATE  WHICH  MAY  BE  LOWER.

TRANSACTION  RISK
THE  RISK  THAT  A FUND MAY BE DELAYED OR UNABLE TO SETTLE A TRANSACTION OR THAT
COMMISSIONS  AND  SETTLEMENT  EXPENSES  MAY  BE  HIGHER  THAN  USUAL.

<PAGE>
ABOUT  CALVERT  GROUP
CALVERT ASSET MANAGEMENT COMPANY, INC., ("CAMCO") (4550 MONTGOMERY AVENUE, SUITE
1000N, BETHESDA, MD 20814), IS THE FUND'S INVESTMENT ADVISOR. CAMCO PROVIDES THE
FUND  WITH  INVESTMENT  SUPERVISION  AND  MANAGEMENT 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. IT HAS BEEN MANAGING MUTUAL
FUNDS  SINCE  1976.  CAMCO  IS  THE  INVESTMENT  ADVISOR FOR OVER 25 MUTUAL FUND
PORTFOLIOS,  INCLUDING  THE FIRST AND LARGEST FAMILY OF SOCIALLY SCREENED FUNDS.
AS  OF  DECEMBER 31, 1999, CAMCO HAD OVER $6 BILLION IN ASSETS UNDER MANAGEMENT.

CAMCO  USES  A  TEAM  APPROACH  TO ITS MANAGEMENT OF THE FUND.  RENO J. MARTINI,
SENIOR VICE PRESIDENT AND CHIEF INVESTMENT OFFICER, HEADS THIS TEAM AND OVERSEES
THE  INVESTMENT  STRATEGY  AND  MANAGEMENT  OF ALL CALVERT FUNDS FOR CAMCO WHILE
GREGORY  HABEEB  MANAGES  THE  DAY-TO-DAY  INVESTMENTS  OF  CAMCO'S  TAXABLE
FIXED-INCOME  PORTFOLIOS.  MR.  HABEEB  HAS  OVER  19  YEARS OF EXPERIENCE AS AN
ANALYST,  TRADER,  AND  PORTFOLIO  MANAGER.

ADVISORY  FEES
THE  ANNUAL  ADVISORY  FEE  PAID TO CAMCO BY THE FUND FOR THE MOST RECENT FISCAL
YEAR  WAS  0.50%  OF  THE  FUND'S  AVERAGE  DAILY  NET  ASSETS.

HOW  TO  BUY  SHARES

GETTING  STARTED-BEFORE  YOU  OPEN  AN  ACCOUNT
FIRST,  DECIDE  WHICH  FUND  OR  FUNDS  BEST  SUITS  YOUR  NEEDS AND YOUR GOALS.

SECOND, DECIDE WHAT KIND OF ACCOUNT YOU WANT TO OPEN. CALVERT OFFERS INDIVIDUAL,
JOINT,  TRUST, UNIFORM GIFTS/TRANSFERS TO MINOR ACCOUNTS, TRADITIONAL, EDUCATION
AND  ROTH  IRAS, QUALIFIED PROFIT-SHARING AND MONEY PURCHASE PLANS, SIMPLE IRAS,
SEP-IRAS,  403(B)(7)  ACCOUNTS,  AND  SEVERAL  OTHER  TYPES OF ACCOUNTS. MINIMUM
INVESTMENTS  ARE  LOWER  FOR  THE  RETIREMENT  PLANS.

THEN, DECIDE WHICH CLASS OF SHARES IS BEST FOR YOU. YOU SHOULD MAKE THE DECISION
CAREFULLY,  BASED  ON:

-     THE  AMOUNT  YOU  WISH  TO  INVEST;
-     THE  LENGTH  OF  TIME  YOU  PLAN  TO  KEEP  THE  INVESTMENT;  AND
-     THE  CLASS  EXPENSES.

<PAGE>
CHOOSING  A  SHARE  CLASS
THE  FUND  OFFERS  FOUR  DIFFERENT  CLASSES  (CLASS  A, B, C AND I). CLASS I ($1
MILLION  MINIMUM)  IS  OFFERED  IN A SEPARATE PROSPECTUS. THIS PROSPECTUS OFFERS
CLASS A, B, AND C. THE CHART SHOWS THE DIFFERENCE IN THE CLASSES AND THE GENERAL
TYPES  OF  INVESTORS  WHO  MAY  BE  INTERESTED  IN  EACH  CLASS.


CLASS  A:
FRONT-END  SALES
CHARGE

FOR ALL INVESTORS, PARTICULARLY THOSE INVESTING A SUBSTANTIAL AMOUNT WHO PLAN TO
HOLD  THE  SHARES  FOR  A  LONG  PERIOD  OF  TIME.


SALES  CHARGE  ON  EACH  PURCHASE  OF 3.75% OR LESS, DEPENDING ON THE AMOUNT YOU
INVEST.




CLASS  A  SHARES  HAVE  AN  ANNUAL  12B-1  FEE  OF  UP  TO  0.50%.

CLASS  A  SHARES  HAVE  LOWER  ANNUAL  EXPENSES  DUE  TO  A  LOWER  12B-1  FEE.


PURCHASES  OF CLASS A SHARES AT NAV FOR ACCOUNTS WITH $1,000,000 OR MORE WILL BE
SUBJECT  TO  A  1.0%  DEFERRED  SALES  CHARGE  FOR  1  YEAR.

CLASS  B:
DEFERRED  SALES
CHARGE  FOR  4  YEARS

FOR INVESTORS WHO PLAN TO HOLD THE SHARES AT LEAST 4 YEARS. THE EXPENSES OF THIS
CLASS  ARE  HIGHER  THAN  CLASS  A,  BECAUSE  OF  THE  12B-1  FEE.


NO  SALES  CHARGE  ON EACH PURCHASE, BUT IF YOU SELL YOUR SHARES WITHIN 4 YEARS,
YOU  WILL  PAY  A  DEFERRED  SALES  CHARGE  OF  4%  OR  LESS ON SHARES YOU SELL.

CLASS  B  SHARES  HAVE  AN  ANNUAL  12B-1  FEE  OF  1.00%.

YOUR SHARES WILL AUTOMATICALLY CONVERT TO CLASS A SHARES AFTER 6 YEARS, REDUCING
YOUR  FUTURE  ANNUAL  EXPENSES.

IF  YOU ARE INVESTING MORE THAN $250,000, YOU SHOULD CONSIDER INVESTING IN CLASS
A  OR  C.

CLASS  C:
DEFERRED  SALES
CHARGE  FOR  1  YEAR

FOR  INVESTORS  WHO  ARE INVESTING FOR AT LEAST ONE YEAR, BUT LESS THAN 4 YEARS.
THE  EXPENSES  OF  THIS CLASS ARE HIGHER THAN CLASS A, BECAUSE OF THE 12B-1 FEE.

NO SALES CHARGE ON EACH PURCHASE, BUT IF YOU SELL SHARES WITHIN 1 YEAR, THEN YOU
WILL  PAY  A  DEFERRED  SALES  CHARGE  OF  1%  AT  THAT  TIME.


CLASS  C  SHARES  HAVE  AN  ANNUAL  12B-1  FEE  OF  1.00%.

CLASS  C  SHARES  HAVE  HIGHER  ANNUAL  EXPENSES  THAN  CLASS  A AND THERE IS NO
AUTOMATIC  CONVERSION  TO  CLASS  A.

IF  YOU  ARE  INVESTING  MORE  THAN  $1,000,000,  YOU  SHOULD INVEST IN CLASS A.

<PAGE>
CLASS  A
IF YOU CHOOSE CLASS A, YOU WILL PAY A SALES CHARGE AT THE TIME OF EACH PURCHASE.

THIS  TABLE  SHOWS  THE  CHARGES BOTH AS A PERCENTAGE OF OFFERING PRICE AND AS A
PERCENTAGE  OF  THE  AMOUNT  YOU  INVEST. THE TERM "OFFERING PRICE" INCLUDES THE
FRONT-END  SALES CHARGE. IF YOU INVEST MORE, THE SALES CHARGE WILL BE LOWER. FOR
EXAMPLE,  IF  YOU  INVEST MORE THAN $50,0006, OR IF YOUR CUMULATIVE PURCHASES OR
THE VALUE IN YOUR ACCOUNT IS MORE THAN $50,000, THEN THE SALES CHARGE IS REDUCED
TO  3.00%

YOUR  INVESTMENT  IN               SALES  CHARGE  %           % OF  AMT.
                                   OF  OFFERING  PRICE        INVESTED
LESS  THAN  $50,000                      3.75%                3.90%
$50,000  BUT  LESS  THAN  $100,000       3.00%                3.09%
$100,000  BUT  LESS  THAN  $250,000      2.25%                2.30%
$250,000  BUT  LESS  THAN  $500,000      1.75%                1.78%
$500,000  BUT  LESS  THAN  $1,000,000    1.00%                1.01%
$1,000,000  AND  OVER                    NONE*                NONE*

6     THIS IS CALLED "RIGHTS OF ACCUMULATION." THE SALES CHARGE IS CALCULATED BY
TAKING  INTO  ACCOUNT NOT          ONLY THE DOLLAR AMOUNT OF THE NEW PURCHASE OF
SHARES, BUT ALSO THE HIGHER OF COST OR CURRENT VALUE          OF SHARES YOU HAVE
PREVIOUSLY  PURCHASED  IN  CALVERT  GROUP  FUNDS THAT IMPOSE SALES CHARGES. THIS
AUTOMATICALLY  APPLIES  TO YOUR ACCOUNT FOR EACH NEW PURCHASE OF CLASS A SHARES.

*     PURCHASES  OF  CLASS  A SHARES AT NAV FOR ACCOUNTS WITH $1,000,000 OR MORE
ARE  SUBJECT  TO  A  1  YEAR          CDSC  OF  1.00%.  (SEE THE "CALCULATION OF
CONTINGENT  DEFERRED  SALES  CHARGE").

THE  CLASS  A  FRONT-END  SALES  CHARGE  MAY  BE WAIVED FOR CERTAIN PURCHASES OR
INVESTORS,  SUCH  AS  PARTICIPANTS  IN  CERTAIN  GROUP RETIREMENT PLANS OR OTHER
QUALIFIED  GROUPS  AND CLIENTS OF REGISTERED INVESTMENT ADVISERS. FOR DETAILS ON
THESE  AND  OTHER  PURCHASES  THAT  MAY  QUALIFY FOR A REDUCED SALES CHARGE, SEE
EXHIBIT  A.

CLASS  B
IF  YOU  CHOOSE CLASS B, THERE IS NO FRONT-END SALES CHARGE LIKE CLASS A, BUT IF
YOU SELL THE SHARES WITHIN THE FIRST 4 YEARS, YOU WILL HAVE TO PAY A "CONTINGENT
DEFERRED"  SALES  CHARGE  ("CDSC").  THIS  MEANS THAT YOU DO NOT HAVE TO PAY THE
SALES  CHARGE  UNLESS  YOU  SELL  YOUR  SHARES  WITHIN  THE  FIRST 4 YEARS AFTER
PURCHASE.  KEEP  IN  MIND  THAT THE LONGER YOU HOLD THE SHARES THE LESS YOU WILL
HAVE  TO  PAY  IN  DEFERRED  SALES  CHARGES.


TIME  SINCE  PURCHASE        CDSC %
1ST  YEAR                    4%
2ND  YEAR                    3%
3RD  YEAR                    2%
4TH  YEAR                    1%
AFTER  5  YEARS              NONE

<PAGE>
CALCULATION  OF  CONTINGENT  DEFERRED  SALES  CHARGE  AND
WAIVER  OF  SALES  CHARGE
THE  CDSC  WILL  NOT  BE  CHARGED  ON  SHARES  YOU RECEIVED AS DIVIDENDS OR FROM
CAPITAL  GAINS  DISTRIBUTIONS OR ON ANY CAPITAL APPRECIATION (GAIN IN THE VALUE)
OF  SHARES  THAT  ARE  SOLD.

SHARES  THAT  ARE  NOT  SUBJECT  TO THE CDSC WILL BE REDEEMED FIRST, FOLLOWED BY
SHARES  YOU  HAVE  HELD  THE  LONGEST. THE CDSC IS CALCULATED BY DETERMINING THE
SHARE  VALUE  AT  BOTH  THE TIME OF PURCHASE AND REDEMPTION AND THEN MULTIPLYING
WHICHEVER  VALUE  IS  LESS BY THE PERCENTAGE THAT APPLIES AS SHOWN ABOVE. IF YOU
CHOOSE  TO  SELL  ONLY  PART  OF YOUR SHARES, THE CAPITAL APPRECIATION FOR THOSE
SHARES ONLY IS INCLUDED IN THE CALCULATION, RATHER THAN THE CAPITAL APPRECIATION
FOR  THE  ENTIRE  ACCOUNT.

THE  CDSC  ON  CLASS  B  SHARES  WILL  BE WAIVED IN THE FOLLOWING CIRCUMSTANCES:

-     REDEMPTION  UPON  THE  DEATH  OR  DISABILITY  OF  THE  SHAREHOLDER,  PLAN
PARTICIPANT,  OR  BENEFICIARY.7
-     MINIMUM  REQUIRED  DISTRIBUTIONS  FROM  RETIREMENT  PLAN  ACCOUNTS  FOR
SHAREHOLDERS  701/2  AND  OLDER.8
-     THE  RETURN  OF  AN  EXCESS  CONTRIBUTION OR DEFERRAL AMOUNTS, PURSUANT TO
SECTIONS  408(D)(4)  OR  (5), 401(K)(8), 402(G)(2), OR 401(M)(6) OF THE INTERNAL
REVENUE  CODE.
-     INVOLUNTARY  REDEMPTIONS  OF  ACCOUNTS  UNDER  PROCEDURES SET FORTH BY THE
FUND'S  BOARD  OF  TRUSTEES.
-     A SINGLE ANNUAL WITHDRAWAL UNDER A SYSTEMATIC WITHDRAWAL PLAN OF UP TO 10%
PER  YEAR  OF  THE  SHAREHOLDER'S  ACCOUNT  BALANCE.9

7     "DISABILITY"  MEANS  A TOTAL DISABILITY AS EVIDENCED BY A DETERMINATION BY
THE  FEDERAL  SOCIAL  SECURITY  ADMINISTRATION.
8     THE  MAXIMUM  AMOUNT  SUBJECT  TO  THIS  WAIVER  IS  BASED  ONLY  UPON THE
SHAREHOLDER'S  CALVERT  GROUP  RETIREMENT  ACCOUNTS.
9     THIS  SYSTEMATIC  WITHDRAW  PLAN  REQUIRES  A  MINIMUM  ACCOUNT BALANCE OF
$50,000  TO  BE  ESTABLISHED.

CLASS  C
IF  YOU  CHOOSE CLASS C, THERE IS NO FRONT-END SALES CHARGE LIKE CLASS A, BUT IF
YOU SELL THE SHARES WITHIN THE FIRST YEAR, YOU WILL HAVE TO PAY A 1% CDSC. CLASS
C  MAY  BE  A GOOD CHOICE FOR YOU IF YOU PLAN TO BUY SHARES AND HOLD THEM FOR AT
LEAST  1  YEAR,  BUT  NOT  MORE  THAN  FOUR  YEARS.

DISTRIBUTION  AND  SERVICE  FEES
THE  FUND  HAS  ADOPTED A PLAN UNDER RULE 12B-1 OF THE INVESTMENT COMPANY ACT OF
1940  THAT  ALLOWS  IT TO PAY DISTRIBUTION FEES FOR THE SALE AND DISTRIBUTION OF
ITS  SHARES.  THE  DISTRIBUTION  PLAN ALSO PAYS SERVICE FEES TO PERSONS (SUCH AS
YOUR  FINANCIAL  PROFESSIONAL)  FOR  SERVICES  PROVIDED TO SHAREHOLDERS. BECAUSE
THESE FEES ARE PAID OUT OF A FUND'S ASSETS ON AN ONGOING BASIS, OVER TIME, THESE
FEES WILL INCREASE THE COST OF YOUR INVESTMENT AND MAY COST YOU MORE THAN PAYING
OTHER  TYPES  OF  SALES  CHARGES.  PLEASE  SEE  EXHIBIT  B  FOR MORE SERVICE FEE
INFORMATION.

<PAGE>
THE  TABLE  BELOW  SHOWS  THE  MAXIMUM  ANNUAL  PERCENTAGE  PAYABLE  UNDER  THE
DISTRIBUTION  PLAN, AND THE AMOUNT ACTUALLY PAID BY THE FUND FOR THE MOST RECENT
FISCAL  YEAR.  THE  FEES ARE BASED ON AVERAGE DAILY NET ASSETS OF THE PARTICULAR
CLASS.
MAXIMUM  PAYABLE  UNDER  PLAN/AMOUNT  ACTUALLY  PAID
CLASS A:  0.50% /0.15%   CLASS B:  1.00% / 1.00%   CLASS C:  1.00%/N/A

NEXT  STEP  -  ACCOUNT  APPLICATION
COMPLETE  AND  SIGN  AN  APPLICATION  FOR EACH NEW ACCOUNT. PLEASE SPECIFY WHICH
CLASS  YOU  WISH  TO  PURCHASE.  FOR  MORE  INFORMATION,  CONTACT YOUR FINANCIAL
PROFESSIONAL  OR  OUR  SHAREHOLDER  SERVICES  DEPARTMENT  AT  800-368-2748.

MINIMUM  TO  OPEN  AN  ACCOUNT         MINIMUM  ADDITIONAL  INVESTMENTS
$2,000                                 $250
PLEASE  MAKE  YOUR  CHECK  PAYABLE
TO  THE  FUND  AND  MAIL  IT  TO:


NEW  ACCOUNTS:                         SUBSEQUENT  INVESTMENTS:
(INCLUDE  APPLICATION)                 (INCLUDE  INVESTMENT  SLIP)
CALVERT  GROUP                         CALVERT  GROUP
PO  BOX  219544                        PO  BOX  219739
KANSAS  CITY,  MO                      KANSAS  CITY,  MO
64121-9544                             64121-9739

BY  REGISTERED,                        CALVERT  GROUP
CERTIFIED,  OR                         C/O  NFDS
OVERNIGHT  MAIL                        330  WEST  9TH  STREET
                                       KANSAS  CITY,  MO  64105-1807

IMPORTANT  -  HOW  SHARES  ARE  PRICED
THE  PRICE  OF  SHARES  IS  BASED  ON THE FUND'S NET ASSET VALUE ("NAV"). NAV IS
COMPUTED BY ADDING THE VALUE OF A FUND'S HOLDINGS PLUS OTHER ASSETS, SUBTRACTING
LIABILITIES,  AND  THEN DIVIDING THE RESULT BY THE NUMBER OF SHARES OUTSTANDING.
THE  NAV  OF  EACH  CLASS  WILL  BE DIFFERENT, DEPENDING ON THE NUMBER OF SHARES
OUTSTANDING  FOR  EACH  CLASS.

PORTFOLIO  SECURITIES  AND  OTHER  ASSETS ARE VALUED BASED ON MARKET QUOTATIONS,
EXCEPT  THAT SECURITIES MATURING WITHIN 60 DAYS ARE VALUED AT AMORTIZED COST. IF
MARKET  QUOTATIONS  ARE NOT READILY AVAILABLE, SECURITIES ARE VALUED BY A METHOD
THAT  THE  FUND'S  BOARD  OF  TRUSTEES  BELIEVES ACCURATELY REFLECTS FAIR VALUE.
THE  NAV  IS  CALCULATED  AS  OF THE CLOSE OF EACH BUSINESS DAY, WHICH COINCIDES

<PAGE>
WITH  THE CLOSING OF THE REGULAR SESSION OF THE NEW YORK STOCK EXCHANGE ("NYSE")
(NORMALLY  4  P.M. ET). THE FUND IS OPEN FOR BUSINESS EACH DAY THE NYSE IS OPEN.
PLEASE  NOTE THAT THERE ARE SOME FEDERAL HOLIDAYS, HOWEVER, SUCH AS COLUMBUS DAY
AND  VETERANS'  DAY,  WHEN  THE  NYSE IS OPEN AND THE FUND IS OPEN BUT PURCHASES
CANNOT  BE  RECEIVED  BECAUSE  THE  BANKS  AND  POST  OFFICES  ARE  CLOSED.

THE FUND MAY HOLD SECURITIES THAT ARE PRIMARILY LISTED ON FOREIGN EXCHANGES THAT
TRADE  ON  DAYS  WHEN THE NYSE IS CLOSED. THE FUND DOES NOT PRICE SHARES ON DAYS
WHEN  THE  NYSE IS CLOSED, EVEN IF FOREIGN MARKETS MAY BE OPEN. AS A RESULT, THE
VALUE  OF  THE FUND'S SHARES MAY CHANGE ON DAYS WHEN YOU WILL NOT BE ABLE TO BUY
OR  SELL  YOUR  SHARES.

WHEN  YOUR  ACCOUNT  WILL  BE  CREDITED
YOUR  PURCHASE  WILL BE PROCESSED AT THE NEXT NAV CALCULATED AFTER YOUR ORDER IS
RECEIVED AND ACCEPTED. ALL OF YOUR PURCHASES MUST BE MADE IN US DOLLARS. NO CASH
OR  THIRD  PARTY  CHECKS  WILL BE ACCEPTED. NO CREDIT CARD OR CREDIT LOAN CHECKS
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. AS A CONVENIENCE,
CHECK  PURCHASES RECEIVED AT CALVERT'S OFFICE IN BETHESDA, MARYLAND WILL BE SENT
BY  OVERNIGHT  DELIVERY  TO  THE  TRANSFER  AGENT  AND WILL BE CREDITED THE NEXT
BUSINESS  DAY  UPON  RECEIPT.  ANY CHECK PURCHASE RECEIVED WITHOUT AN INVESTMENT
SLIP  MAY  CAUSE  DELAYED CREDITING. ANY PURCHASE LESS THAN THE $250 MINIMUM FOR
SUBSEQUENT  INVESTMENTS  WILL BE CHARGED A SERVICE FEE OF $3. IF YOUR CHECK DOES
NOT  CLEAR  YOUR  BANK, YOUR PURCHASE WILL BE CANCELED AND YOU WILL BE CHARGED A
$25 FEE PLUS ANY COSTS INCURRED. ALL PURCHASES WILL BE CONFIRMED AND CREDITED TO
YOUR ACCOUNT IN FULL AND FRACTIONAL SHARES (ROUNDED TO THE NEAREST 1/1000TH OF A
SHARE).

OTHER  CALVERT  GROUP  FEATURES

CALVERT  INFORMATION  NETWORK
FOR  24  HOUR  PERFORMANCE  AND  ACCOUNT  INFORMATION CALL 800-368-2745 OR VISIT
HTTP://WWW.CALVERT.COM.  YOU  CAN  OBTAIN  CURRENT  PERFORMANCE  AND  PRICING
INFORMATION,  VERIFY  ACCOUNT  BALANCES, AND AUTHORIZE CERTAIN TRANSACTIONS WITH
THE  CONVENIENCE  OF  ONE  PHONE  CALL,  24  HOURS  A  DAY.

ACCOUNT  SERVICES
BY  SIGNING  UP  FOR  SERVICES  WHEN  YOU OPEN YOUR ACCOUNT, YOU AVOID HAVING TO
OBTAIN  A  SIGNATURE  GUARANTEE.  IF YOU WISH TO ADD SERVICES AT A LATER DATE, A
SIGNATURE  GUARANTEE  TO  VERIFY  YOUR  SIGNATURE MAY BE OBTAINED FROM ANY BANK,
TRUST COMPANY AND SAVINGS AND LOAN ASSOCIATION, CREDIT UNION, BROKER-DEALER FIRM
OR  MEMBER  OF  A  DOMESTIC  STOCK  EXCHANGE.  A  NOTARY PUBLIC CANNOT PROVIDE A
SIGNATURE  GUARANTEE.

<PAGE>
CALVERT  MONEY  CONTROLLER
CALVERT  MONEY  CONTROLLER  ALLOWS  YOU TO PURCHASE OR SELL SHARES BY ELECTRONIC
FUNDS TRANSFER WITHOUT THE TIME DELAY OF MAILING A CHECK OR THE ADDED EXPENSE OF
A WIRE. USE THIS SERVICE TO TRANSFER UP TO $300,000 ELECTRONICALLY. ALLOW ONE OR
TWO  BUSINESS  DAYS AFTER YOU PLACE YOUR REQUEST FOR THE TRANSFER TO TAKE PLACE.
MONEY  TRANSFERRED  TO PURCHASE NEW SHARES WILL BE SUBJECT TO A HOLD OF UP TO 10
BUSINESS  DAYS  BEFORE REDEMPTION REQUESTS WILL BE HONORED. TRANSACTION REQUESTS
MUST  BE  RECEIVED  BY  4  P.M. ET. YOU MAY REQUEST THIS SERVICE ON YOUR INITIAL
ACCOUNT  APPLICATION.  CALVERT  MONEY  CONTROLLER  TRANSACTIONS  RETURNED  FOR
INSUFFICIENT  FUNDS  WILL  INCUR  A  $25  CHARGE.

TELEPHONE  TRANSACTIONS
YOU  MAY  PURCHASE, REDEEM, OR EXCHANGE SHARES, WIRE FUNDS AND USE CALVERT MONEY
CONTROLLER  BY  TELEPHONE  IF  YOU HAVE PRE-AUTHORIZED SERVICE INSTRUCTIONS. YOU
RECEIVE TELEPHONE PRIVILEGES AUTOMATICALLY WHEN YOU OPEN YOUR ACCOUNT UNLESS YOU
ELECT  OTHERWISE. FOR OUR MUTUAL PROTECTION, THE FUND, THE SHAREHOLDER SERVICING
AGENT  AND  THEIR  AFFILIATES  USE  PRECAUTIONS  SUCH  AS  VERIFYING SHAREHOLDER
IDENTITY AND RECORDING TELEPHONE CALLS TO CONFIRM INSTRUCTIONS GIVEN BY PHONE. A
CONFIRMATION  STATEMENT  IS  SENT  FOR  MOST  TRANSACTIONS;  PLEASE  REVIEW THIS
STATEMENT  AND  VERIFY  THE  ACCURACY  OF  YOUR  TRANSACTION  IMMEDIATELY.

EXCHANGES
CALVERT  GROUP  OFFERS A WIDE VARIETY OF INVESTMENT OPTIONS THAT INCLUDES COMMON
STOCK  FUNDS,  TAX-EXEMPT AND CORPORATE BOND FUNDS, AND MONEY MARKET FUNDS (CALL
YOUR BROKER OR CALVERT REPRESENTATIVE FOR MORE INFORMATION). WE MAKE IT EASY FOR
YOU  TO  PURCHASE SHARES IN OTHER CALVERT FUNDS IF YOUR INVESTMENT GOALS CHANGE.
THE  EXCHANGE PRIVILEGE OFFERS FLEXIBILITY BY ALLOWING YOU TO EXCHANGE SHARES ON
WHICH YOU HAVE ALREADY PAID A SALES CHARGE FROM ONE MUTUAL FUND TO ANOTHER AT NO
ADDITIONAL  CHARGE.

COMPLETE  AND  SIGN  AN  ACCOUNT  APPLICATION,  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.

BEFORE  YOU  MAKE  AN  EXCHANGE,  PLEASE  NOTE  THE  FOLLOWING:
EACH  EXCHANGE  REPRESENTS  THE  SALE  OF SHARES OF ONE FUND AND THE PURCHASE OF
SHARES  OF  ANOTHER.  THEREFORE,  YOU  COULD  REALIZE  A  TAXABLE  GAIN OR LOSS.

YOU  MAY  EXCHANGE SHARES ACQUIRED BY REINVESTMENT OF DIVIDENDS OR DISTRIBUTIONS
INTO  ANOTHER  CALVERT  FUND  AT  NO  ADDITIONAL  CHARGE.

SHARES  MAY  ONLY  BE  EXCHANGED FOR SHARES OF THE SAME CLASS OF ANOTHER CALVERT
FUND.

<PAGE>
NO  CDSC  IS IMPOSED ON EXCHANGES OF SHARES SUBJECT TO A CDSC AT THE TIME OF THE
EXCHANGE.  THE APPLICABLE CDSC IS IMPOSED AT THE TIME THE SHARES ACQUIRED BY THE
EXCHANGE  ARE  REDEEMED.

EXCHANGE  REQUESTS  WILL NOT BE ACCEPTED ON ANY DAY WHEN CALVERT IS OPEN BUT THE
FUND'S  CUSTODIAN  BANK  IS CLOSED (E.G., COLUMBUS DAY AND VETERAN'S DAY); THESE
EXCHANGE  REQUESTS  WILL  BE PROCESSED THE NEXT DAY THE FUND'S CUSTODIAN BANK IS
OPEN.

THE  FUND  AND THE DISTRIBUTOR RESERVE THE RIGHT AT ANY TIME TO REJECT OR CANCEL
ANY  PART  OF  ANY PURCHASE OR EXCHANGE ORDER; MODIFY ANY TERMS OR CONDITIONS OF
PURCHASE OF SHARES OF THE FUND; OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE
BY  THIS  PROSPECTUS.  TO  PROTECT  THE INTERESTS OF INVESTORS, THE FUND AND THE
DISTRIBUTOR  MAY  REJECT  ANY  ORDER  CONSIDERED  MARKET-TIMING  ACTIVITY.

THE  FUND  RESERVES THE RIGHT TO TERMINATE OR MODIFY THE EXCHANGE PRIVILEGE WITH
60  DAYS'  WRITTEN  NOTICE.

ELECTRONIC  DELIVERY  OF  PROSPECTUSES  AND  SHAREHOLDER  REPORTS
YOU  MAY  REQUEST  TO RECEIVE ELECTRONIC DELIVERY OF PROSPECTUSES AND ANNUAL AND
SEMI  ANNUAL  REPORTS.

COMBINED  GENERAL  MAILINGS  (HOUSEHOLDING)
MULTIPLE  ACCOUNTS WITH THE SAME SOCIAL SECURITY NUMBER WILL RECEIVE ONE MAILING
PER  HOUSEHOLD  OF  INFORMATION  SUCH AS PROSPECTUSES AND SEMI-ANNUAL AND ANNUAL
REPORTS. YOU MAY REQUEST FURTHER GROUPING OF ACCOUNTS TO RECEIVE FEWER MAILINGS.
SEPARATE  STATEMENTS  WILL  BE  GENERATED  FOR EACH SEPARATE ACCOUNT AND WILL BE
MAILED  IN  ONE  ENVELOPE  FOR  EACH  COMBINATION  ABOVE.

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  OR  A STOP PAYMENT ON A DRAFT. YOU MAY BE REQUIRED TO PAY A FEE FOR
THESE  SPECIAL  SERVICES.

IF  YOU  ARE  PURCHASING  SHARES  THROUGH  A  PROGRAM  OF  SERVICES OFFERED BY A
BROKER/DEALER  OR  FINANCIAL  INSTITUTION, YOU SHOULD READ THE PROGRAM MATERIALS
TOGETHER  WITH  THIS  PROSPECTUS.  CERTAIN  FEATURES  MAY  BE  MODIFIED IN THESE
PROGRAMS.  INVESTORS  MAY  BE  CHARGED A FEE IF THEY EFFECT TRANSACTIONS IN FUND
SHARES  THROUGH  A  BROKER  OR  AGENT.



<PAGE>
MINIMUM  ACCOUNT  BALANCE
PLEASE  MAINTAIN  A BALANCE IN EACH OF YOUR FUND ACCOUNTS OF AT LEAST $1,000 PER
CLASS.  IF  THE  BALANCE IN YOUR ACCOUNT FALLS BELOW THE MINIMUM DURING A MONTH,
THE  ACCOUNT MAY BE CLOSED AND THE PROCEEDS MAILED TO THE ADDRESS OF RECORD. YOU
WILL  RECEIVE  NOTICE THAT YOUR ACCOUNT IS BELOW THE MINIMUM, AND WILL BE CLOSED
IF  THE  BALANCE  IS  NOT  BROUGHT  UP  TO  THE REQUIRED MINIMUM WITHIN 30 DAYS.

DIVIDENDS,  CAPITAL  GAINS,  AND  TAXES
THE  FUND  PAYS DIVIDENDS FROM ITS NET INVESTMENT INCOME ON A MONTHLY BASIS. 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  NET  SHORT-TERM  CAPITAL  GAINS (TREATED AS DIVIDENDS FOR TAX
PURPOSES)  AND  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  PAYMENT  OPTIONS
DIVIDENDS AND ANY DISTRIBUTIONS ARE AUTOMATICALLY REINVESTED IN THE SAME FUND AT
NAV,  UNLESS  YOU ELECT TO HAVE AMOUNTS OF $10 OR MORE PAID IN CASH, BY CHECK OR
BY  CALVERT MONEY CONTROLLER. DIVIDENDS AND DISTRIBUTIONS FROM ANY CALVERT GROUP
FUND  MAY  BE AUTOMATICALLY INVESTED IN AN IDENTICALLY REGISTERED ACCOUNT IN ANY
OTHER  CALVERT  GROUP FUND AT NAV. IF REINVESTED IN THE SAME ACCOUNT, NEW SHARES
WILL  BE  PURCHASED  AT  NAV 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 US POSTAL SERVICE RETURNS THE CHECK AS UNDELIVERABLE, IT, AS
WELL  AS  FUTURE  DIVIDENDS  AND DISTRIBUTIONS, WILL BE REINVESTED IN ADDITIONAL
SHARES. NO DIVIDENDS WILL ACCRUE ON AMOUNTS REPRESENTED BY UNCASHED DISTRIBUTION
OR  REDEMPTION  CHECKS.

BUYING  A  DIVIDEND
AT THE TIME OF PURCHASE, THE SHARE PRICE OF EACH CLASS 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, 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 DURING THE

<PAGE>
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  SHARES.

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 FUND 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 US 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 US
TO  WITHHOLD  31%  OF  YOUR  REPORTABLE  DIVIDENDS,  AND POSSIBLY 31% OF CERTAIN
REDEMPTIONS.  IN  ADDITION, YOU MAY BE SUBJECT TO A FINE BY THE INTERNAL REVENUE
SERVICE.  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. CALVERT GROUP RESERVES THE RIGHT TO REJECT ANY NEW ACCOUNT
OR  ANY  PURCHASE  ORDER  FOR  FAILURE  TO  SUPPLY  A  CERTIFIED  TIN.

HOW  TO  SELL  SHARES
YOU  MAY REDEEM ALL OR A PORTION OF YOUR SHARES ON ANY DAY YOUR FUND IS OPEN FOR
BUSINESS,  PROVIDED  THE  AMOUNT  REQUESTED IS NOT ON HOLD. WHEN YOU PURCHASE BY
CHECK OR WITH CALVERT MONEY CONTROLLER (ELECTRONIC FUNDS TRANSFER), THE PURCHASE
WILL  BE ON HOLD FOR UP TO 10 BUSINESS DAYS FROM THE DATE OF RECEIPT. DURING THE
HOLD  PERIOD,  REDEMPTIONS PROCEEDS WILL NOT BE SENT UNTIL THE TRANSFER AGENT IS
REASONABLY  SATISFIED  THAT  THE  PURCHASE  PAYMENT  HAS  BEEN  COLLECTED.

YOUR  SHARES  WILL  BE REDEEMED AT THE NEXT NAV CALCULATED AFTER YOUR REDEMPTION
REQUEST  IS  RECEIVED AND ACCEPTED (LESS ANY APPLICABLE CDSC). THE PROCEEDS WILL
NORMALLY  BE  SENT  TO  YOU  ON  THE  NEXT BUSINESS DAY, BUT IF MAKING IMMEDIATE
PAYMENT  COULD  ADVERSELY  AFFECT YOUR FUND, IT MAY TAKE UP TO SEVEN (7) DAYS TO
MAKE

<PAGE>
PAYMENT. CALVERT MONEY CONTROLLER REDEMPTIONS GENERALLY WILL BE CREDITED TO YOUR
BANK  ACCOUNT BY THE SECOND BUSINESS DAY AFTER YOUR PHONE CALL. 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.  PLEASE  NOTE  THAT THERE ARE SOME FEDERAL HOLIDAYS,
HOWEVER,  SUCH  AS COLUMBUS DAY AND VETERANS' DAY, WHEN THE NYSE IS OPEN AND THE
FUND  IS OPEN BUT REDEMPTIONS CANNOT BE MAILED OR WIRED BECAUSE THE POST OFFICES
AND  BANKS  ARE  CLOSED.
FOLLOW THESE SUGGESTIONS TO ENSURE TIMELY PROCESSING OF YOUR REDEMPTION REQUEST:

BY  TELEPHONE  -  CALL  800-368-2745
YOU  MAY REDEEM SHARES FROM YOUR ACCOUNT BY TELEPHONE AND HAVE YOUR MONEY MAILED
TO  YOUR  ADDRESS OF RECORD OR ELECTRONICALLY TRANSFERRED OR WIRED TO A BANK YOU
HAVE  PREVIOUSLY  AUTHORIZED. A CHARGE OF $5 MAY BE IMPOSED ON WIRE TRANSFERS OF
LESS  THAN  $1,000.

WRITTEN  REQUESTS
CALVERT  GROUP,  P.O.  BOX  219544,  KANSAS  CITY,  MO  64121-9544
YOUR LETTER SHOULD INCLUDE YOUR ACCOUNT NUMBER, NAME OF THE FUND, AND THE NUMBER
OF  SHARES  OR  THE  DOLLAR  AMOUNT  YOU  ARE  REDEEMING.  PLEASE  PROVIDE  A
DAYTIME  TELEPHONE  NUMBER, IF POSSIBLE, FOR US TO CALL IF WE HAVE QUESTIONS. IF
THE MONEY IS BEING SENT TO A NEW BANK, PERSON, OR ADDRESS OTHER THAN THE ADDRESS
OF  RECORD,  YOUR  LETTER  MUST  BE  SIGNATURE  GUARANTEED.

SYSTEMATIC  CHECK  REDEMPTIONS
IF YOU MAINTAIN AN ACCOUNT WITH A BALANCE OF $10,000 OR MORE, YOU MAY HAVE UP TO
TWO  (2)  REDEMPTION  CHECKS  FOR  A FIXED AMOUNT SENT TO YOU ON THE 15TH OF THE
MONTH,  SIMPLY  BY SENDING A LETTER WITH ALL INFORMATION, INCLUDING YOUR ACCOUNT
NUMBER,  AND THE DOLLAR AMOUNT ($100 MINIMUM). IF YOU WOULD LIKE A REGULAR CHECK
MAILED  TO  ANOTHER  PERSON  OR  PLACE,  YOUR  LETTER  MUST  BE  SIGNATURE
GUARANTEED.  UNLESS  THEY  OTHERWISE  QUALIFY  FOR  A WAIVER, CLASS B OR CLASS C
SHARES REDEEMED BY SYSTEMATIC CHECK REDEMPTION WILL BE SUBJECT TO THE CONTINGENT
DEFERRED  SALES  CHARGE.

CORPORATIONS  AND  ASSOCIATIONS
YOUR  LETTER  OF  INSTRUCTION  AND  CORPORATE  RESOLUTION  SHOULD  BE  SIGNED BY
PERSON(S)  AUTHORIZED  TO  ACT  ON  THE  ACCOUNT,  ACCOMPANIED  BY  SIGNATURE
GUARANTEE(S).

TRUSTS
YOUR LETTER OF INSTRUCTION SHOULD BE SIGNED BY THE TRUSTEE(S) (AS TRUSTEE), WITH
A SIGNATURE GUARANTEE. (IF THE TRUSTEE'S NAME IS NOT REGISTERED ON YOUR ACCOUNT,
PLEASE PROVIDE A COPY OF THE TRUST DOCUMENT, CERTIFIED WITHIN THE LAST 60 DAYS.)


<PAGE>
THROUGH  YOUR  DEALER
YOUR DEALER MUST RECEIVE YOUR REQUEST BEFORE THE CLOSE OF REGULAR TRADING ON THE
NYSE  TO  RECEIVE THAT DAY'S NAV. YOUR DEALER WILL BE RESPONSIBLE FOR FURNISHING
ALL  NECESSARY  DOCUMENTATION  TO  CALVERT GROUP AND MAY CHARGE YOU FOR SERVICES
PROVIDED.

FINANCIAL  HIGHLIGHTS
THE  FINANCIAL  HIGHLIGHTS  TABLE  IS INTENDED TO HELP YOU UNDERSTAND THE FUND'S
FINANCIAL PERFORMANCE FOR THE PAST FIVE (5) FISCAL YEARS. THE FUND'S FISCAL YEAR
END IS SEPTEMBER 30. CERTAIN INFORMATION REFLECTS FINANCIAL RESULTS FOR A SINGLE
SHARE  BY  CLASS.  THE  TOTAL  RETURNS  IN  THE TABLE REPRESENT THE RATE THAT AN
INVESTOR  WOULD  HAVE  EARNED  (OR  LOST)  ON  AN INVESTMENT IN A FUND (ASSUMING
REINVESTMENT  OF  ALL  DIVIDENDS  AND  DISTRIBUTIONS),  AND DOES NOT REFLECT ANY
APPLICABLE FRONT- OR BACK-END SALES CHARGE. THIS INFORMATION HAS BEEN AUDITED BY
PRICEWATERHOUSECOOPERS  LLP  WHOSE  REPORT,  ALONG  WITH  THE  FUND'S  FINANCIAL
STATEMENTS,  ARE  INCLUDED  IN THE FUND'S ANNUAL REPORT, WHICH IS AVAILABLE UPON
REQUEST.

<PAGE>
FINANCIAL  HIGHLIGHTS


          YEARS  ENDED
                               SEPTEMBER 30,   SEPTEMBER 30,   SEPTEMBER 30,
CLASS  A  SHARES                       1999            1998             1997
NET  ASSET  VALUE,  BEGINNING        $17.17          $17.20           $16.47
INCOME  FROM  INVESTMENT  OPERATIONS
     NET  INVESTMENT  INCOME            .99            1.02             1.02
NET REALIZED AND UNREALIZED GAIN (LOSS) .74             .61              .74
     TOTAL FROM INVESTMENT OPERATIONS  1.73            1.63             1.76
DISTRIBUTIONS  FROM
     NET  INVESTMENT  INCOME           (.99)          (1.01)          (1.02)
     NET  REALIZED  GAIN               (.83)           (.65)           (.01)
          TOTAL  DISTRIBUTIONS        (1.82)          (1.66)          (1.03)
TOTAL INCREASE (DECREASE) IN NET ASSET VALUE
                                       (.09)           (.03)             .73
NET  ASSET  VALUE,  ENDING           $17.08          $17.17           $17.20

TOTAL  RETURN*                        10.68%           9.92%          11.03%
RATIOS  TO  AVERAGE  NET  ASSETS:
     NET  INVESTMENT  INCOME           6.01%           5.96%           6.04%
     TOTAL  EXPENSES                   1.32%           1.43%           1.33%
     EXPENSES  BEFORE  OFFSETS         1.32%           1.43%           1.33%
     NET  EXPENSES                     1.23%           1.36%           1.26%
PORTFOLIO  TURNOVER                   3,454%          3,461%          2,961%
NET ASSETS, ENDING (IN THOUSANDS)   $91,764         $41,607          $39,302
NUMBER  OF  SHARES  OUTSTANDING,
     ENDING  (IN  THOUSANDS)          5,372           2,423            2,285

                                                YEARS  ENDED
                                               SEPTEMBER 30,   SEPTEMBER 30,
CLASS  A  SHARES                                       1996             1995
NET  ASSET  VALUE,  BEGINNING                        $16.82           $15.68
INCOME  FROM  INVESTMENT  OPERATIONS
     NET  INVESTMENT  INCOME                           1.01             1.11
     NET  REALIZED  AND  UNREALIZED  GAIN  (LOSS)      (.32)            1.14
          TOTAL  FROM  INVESTMENT  OPERATIONS           .69             2.25
DISTRIBUTIONS  FROM
     NET  INVESTMENT  INCOME                          (1.01)          (1.11)
     IN  EXCESS  OF  NET  REALIZED  GAIN               (.03)               -
     NET  REALIZED  GAIN                                 --                -
          TOTAL  DISTRIBUTIONS                        (1.04)          (1.11)
TOTAL  INCREASE  (DECREASE)  IN  NET  ASSET  VALUE     (.35)            1.14
NET  ASSET  VALUE,  ENDING                           $16.47           $16.82

TOTAL  RETURN*                                         4.21%          14.90%
RATIOS  TO  AVERAGE  NET  ASSETS:
     NET  INVESTMENT  INCOME                           6.02%           6.89%
     TOTAL  EXPENSES                                   1.26%           1.26%
     EXPENSES  BEFORE  OFFSETS                         1.26%           1.26%
     NET  EXPENSES                                     1.23%           1.23%
PORTFOLIO  TURNOVER                                     153%            135%
NET  ASSETS,  ENDING  (IN  THOUSANDS)               $44,431          $42,637
NUMBER  OF  SHARES  OUTSTANDING,
     ENDING  (IN  THOUSANDS)                          2,698            2,535



                                                                 YEAR  ENDED
                                                              SEPTEMBER  30,
CLASS  B  SHARES                                                    1999  ^^
NET  ASSET  VALUE,  BEGINNING                                         $17.02
INCOME  FROM  INVESTMENT  OPERATIONS
     NET  INVESTMENT  INCOME                                             .13
     NET  REALIZED  AND  UNREALIZED  GAIN  (LOSS)                        .05
          TOTAL  FROM  INVESTMENT  OPERATIONS                            .18
DISTRIBUTIONS  FROM
     NET  INVESTMENT  INCOME                                           (.14)
          TOTAL  DISTRIBUTIONS                                         (.14)
TOTAL  INCREASE  (DECREASE)  IN  NET  ASSET  VALUE                       .04
NET  ASSET  VALUE,  ENDING                                            $17.06

TOTAL  RETURN*                                                         1.06%
RATIOS  TO  AVERAGE  NET  ASSETS:
     NET  INVESTMENT  INCOME                                       5.00% (A)
     TOTAL  EXPENSES                                               3.74% (A)
     EXPENSES  BEFORE  OFFSETS                                     2.98% (A)
     NET  EXPENSES                                                 2.91% (A)
PORTFOLIO  TURNOVER                                                   3,454%
NET  ASSETS,  ENDING  (IN  THOUSANDS)                                 $1,231
NUMBER  OF  SHARES  OUTSTANDING,
     ENDING  (IN  THOUSANDS)                                              72

                                                                 YEAR  ENDED
                                                              SEPTEMBER  30,
CLASS  I  SHARES                                                     1999  ^
NET  ASSET  VALUE,  BEGINNING                                         $16.73
INCOME  FROM  INVESTMENT  OPERATIONS
     NET  INVESTMENT  INCOME                                             .63
     NET  REALIZED  AND  UNREALIZED  GAIN  (LOSS)                        .34
          TOTAL  FROM  INVESTMENT  OPERATIONS                            .97
DISTRIBUTIONS  FROM
     NET  INVESTMENT  INCOME                                           (.64)
          TOTAL  DISTRIBUTIONS                                         (.64)
TOTAL  INCREASE  (DECREASE)  IN  NET  ASSET  VALUE                       .33
NET  ASSET  VALUE,  ENDING                                            $17.06

TOTAL  RETURN*                                                         5.83%
RATIOS  TO  AVERAGE  NET  ASSETS:
     NET  INVESTMENT  INCOME                                       6.37% (A)
     TOTAL  EXPENSES                                               1.07% (A)
     EXPENSES  BEFORE  OFFSETS                                      .81% (A)
     NET  EXPENSES                                                  .72% (A)
PORTFOLIO  TURNOVER                                                   3,454%
NET  ASSETS,  ENDING  (IN  THOUSANDS)                                 $6,442
NUMBER  OF  SHARES  OUTSTANDING,
     ENDING  (IN  THOUSANDS)                                             378

(A)     ANNUALIZED
*     TOTAL  RETURN  IS  NOT  ANNUALIZED  AND  DOES NOT REFLECT DEDUCTION OF ANY
FRONT-END  OR  DEFERRED  SALES  CHARGE.
^     FROM  MARCH  1,  1999  INCEPTION.
^^     FROM  AUGUST  1,  1999,  INCEPTION.

<PAGE>
EXHIBIT  A
REDUCED  SALES  CHARGES  (CLASS  A  ONLY)

YOU  MAY  QUALIFY  FOR  A  REDUCED  SALES  CHARGE THROUGH SEVERAL PURCHASE PLANS
AVAILABLE. YOU MUST NOTIFY THE FUND AT THE TIME OF PURCHASE TO TAKE ADVANTAGE OF
THE  REDUCED  SALES  CHARGE.

RIGHTS  OF  ACCUMULATION  CAN  BE  APPLIED  TO  SEVERAL  ACCOUNTS
CLASS  A  SALES CHARGE BREAKPOINTS ARE AUTOMATICALLY CALCULATED FOR EACH ACCOUNT
BASED  ON  THE  HIGHER  OF COST OR CURRENT VALUE OF SHARES PREVIOUSLY PURCHASED.
THIS  PRIVILEGE CAN BE APPLIED TO A FAMILY GROUP OR OTHER QUALIFIED GROUP10 UPON
REQUEST.  SHARES  COULD  THEN  BE  PURCHASED  AT  THE REDUCED SALES CHARGE WHICH
APPLIES  TO  THE  ENTIRE  GROUP; THAT IS, BASED ON THE HIGHER OF COST OR CURRENT
VALUE  OF  SHARES  PREVIOUSLY PURCHASED AND CURRENTLY HELD BY ALL THE MEMBERS OF
THE  GROUP.

LETTER  OF  INTENT
IF  YOU  (OR YOUR GROUP, AS DESCRIBED ABOVE) PLAN TO PURCHASE $50,000 OR MORE OF
CALVERT  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.

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) OR 401(K) OF THE CODE
IF, AT THE TIME OF PURCHASE, (I) CALVERT GROUP HAS BEEN NOTIFIED IN WRITING THAT
THE  403(B)  OR  401(K)  PLAN  HAS  AT  LEAST  200 ELIGIBLE EMPLOYEES AND IS NOT
SPONSORED BY A K-12 SCHOOL DISTRICT, OR (II) THE COST OR CURRENT VALUE OF SHARES
A 401(K) PLAN HAS IN CALVERT GROUP FUNDS (EXCEPT MONEY MARKET FUNDS) IS AT LEAST
$1  MILLION.

10A  "QUALIFIED  GROUP"  IS  ONE  WHICH:
     1.  HAS  BEEN  IN  EXISTENCE  FOR  MORE  THAN  SIX  MONTHS,  AND
     2.  HAS  A  PURPOSE  OTHER  THAN  ACQUIRING  SHARES  AT  A  DISCOUNT,  AND
     3.  SATISFIES UNIFORM CRITERIA WHICH ENABLE CDI AND BROKERS OFFERING 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 BROKERS DISTRIBUTING
SHARES,  MUST AGREE TO INCLUDE SALES AND OTHER MATERIALS RELATED TO THE FUNDS IN
ITS  PUBLICATIONS  AND  MAILINGS  TO  MEMBERS  AT  REDUCED  OR NO COST TO CDI OR
BROKERS.  A  PENSION  PLAN  IS NOT A QUALIFIED GROUP FOR RIGHTS OF ACCUMULATION.

<PAGE>
THEREOF WILL REIMBURSE A PLAN OR PARTICIPANT FOR ANY SALES CHARGES PAID PRIOR TO
NEITHER  THE  FUND,  NOR  CALVERT  DISTRIBUTORS, INC. ("CDI"), NOR ANY AFFILIATE
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 OF THE CALVERT GROUP OF FUNDS
SOLD  TO: (I) CURRENT OR RETIRED DIRECTORS, TRUSTEES, OR OFFICERS OF THE CALVERT
GROUP  OF  FUNDS,  EMPLOYEES OF CALVERT GROUP, LTD. AND ITS AFFILIATES, OR THEIR
FAMILY  MEMBERS;  (II)  CSIF  ADVISORY COUNCIL MEMBERS, DIRECTORS, OFFICERS, AND
EMPLOYEES  OF  ANY  SUBADVISOR  FOR  THE  CALVERT  GROUP  OF FUNDS, EMPLOYEES OF
BROKER/DEALERS  DISTRIBUTING  THE  FUND'S SHARES AND IMMEDIATE FAMILY MEMBERS OF
THE  COUNCIL,  SUBADVISOR,  OR  BROKER/DEALER;  (III)  PURCHASES  MADE THROUGH A
REGISTERED  INVESTMENT  ADVISOR;  (IV)  TRUST  DEPARTMENTS  OF  BANKS OR SAVINGS
INSTITUTIONS  FOR  TRUST  CLIENTS  OF  SUCH  BANK  OR INSTITUTION, (V) PURCHASES
THROUGH  A  BROKER  MAINTAINING  AN  OMNIBUS ACCOUNT WITH THE FUND, PROVIDED THE
PURCHASES  ARE  MADE  BY  (A)  INVESTMENT ADVISORS OR FINANCIAL PLANNERS PLACING
TRADES  FOR THEIR OWN ACCOUNTS (OR THE ACCOUNTS OF THEIR CLIENTS) AND WHO CHARGE
A  MANAGEMENT,  CONSULTING,  OR  OTHER FEE FOR THEIR SERVICES; OR (B) CLIENTS OF
SUCH  INVESTMENT  ADVISORS  OR FINANCIAL PLANNERS WHO PLACE TRADES FOR THEIR OWN
ACCOUNTS  IF  SUCH  ACCOUNTS ARE LINKED TO THE MASTER ACCOUNT OF SUCH INVESTMENT
ADVISOR OR FINANCIAL PLANNER ON THE BOOKS AND RECORDS OF THE BROKER OR AGENT; OR
(C)  RETIREMENT  AND  DEFERRED COMPENSATION PLANS AND TRUSTS, INCLUDING, BUT NOT
LIMITED TO, THOSE DEFINED IN SECTION 401(A) OR SECTION 403(B) OF THE I.R.C., AND
"RABBI  TRUSTS."

DIVIDENDS  AND  CAPITAL  GAIN  DISTRIBUTIONS  FROM  OTHER  CALVERT  GROUP  FUNDS
YOU  MAY  PREARRANGE  TO HAVE YOUR DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS FROM
ANOTHER  CALVERT  GROUP  FUND  AUTOMATICALLY INVESTED IN ANOTHER ACCOUNT WITH NO
ADDITIONAL  SALES  CHARGE.

PURCHASES  MADE  AT  NAV
IF  YOU  MAKE A PURCHASE AT NAV, YOU MAY EXCHANGE THAT AMOUNT TO ANOTHER CALVERT
GROUP  FUND  AT  NO  ADDITIONAL  SALES  CHARGE.

REINSTATEMENT  PRIVILEGE
IF  YOU  REDEEM  SHARES  AND  THEN WITHIN 60 DAYS DECIDE TO REINVEST IN THE SAME
FUND,  YOU MAY DO SO AT THE NET ASSET VALUE NEXT COMPUTED AFTER THE REINVESTMENT
ORDER  IS  RECEIVED,  WITHOUT  A  SALES  CHARGE.  YOU  MAY USE THE REINSTATEMENT
PRIVILEGE  ONLY  ONCE.  THE  FUND RESERVES THE RIGHT TO MODIFY OR ELIMINATE THIS
PRIVILEGE.


<PAGE>
EXHIBIT  B

SERVICE  FEES  AND  ARRANGEMENTS  WITH  DEALERS

CDI,  THE  FUND'S  UNDERWRITER,  PAYS  DEALERS  A  COMMISSION,  OR  REALLOWANCE
(EXPRESSED AS A PERCENTAGE OF THE OFFERING PRICE FOR CLASS A AND A PERCENTAGE OF
THE AMOUNT INVESTED FOR CLASS B AND C) WHEN YOU PURCHASE SHARES OF THE FUND. CDI
ALSO  PAYS  DEALERS  AN  ONGOING  SERVICE  FEE  WHILE YOU OWN SHARES OF THE FUND
(EXPRESSED  AS  AN  ANNUAL  PERCENTAGE  RATE OF AVERAGE DAILY NET ASSETS HELD IN
CALVERT  ACCOUNTS  BY  THAT DEALER). THE TABLE BELOW SHOWS THE AMOUNT OF PAYMENT
WHICH  DIFFERS  DEPENDING  ON  THE  CLASS.

MAXIMUM  COMMISSION/SERVICE  FEES
CLASS  A               CLASS  B*               CLASS  C**
3.00% / 0.25%          3.00% / 0.25%           1.00%/1.00%

*CLASS  B  SERVICE  FEE  BEGINS  TO  ACCRUE  IN  13TH  MONTH.
**CLASS  C  PAYS  DEALERS  A SERVICE FEE OF 0.25% AND ADDITIONAL COMPENSATION OF
0.75%  FOR  A  TOTAL  OF  1%.  BEGINS  TO  ACCRUE  IN  13TH  MONTH.


OCCASIONALLY,  CDI  MAY  REALLOW  TO  DEALERS  THE  FULL CLASS A FRONT-END SALES
CHARGE.  CDI MAY ALSO PAY ADDITIONAL CONCESSIONS, INCLUDING NON-CASH PROMOTIONAL
INCENTIVES,  SUCH  AS  MERCHANDISE  OR  TRIPS,  TO  BROKERS 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 BROKER'S REGISTERED
REPRESENTATIVES,  ADVERTISING  OR  EQUIPMENT, OR TO DEFRAY THE EXPENSES OF SALES
CONTESTS.  CAMCO, CDI, OR THEIR AFFILIATES MAY PAY, FROM THEIR OWN RESOURCES
CERTAIN BROKER-DEALERS AND/OR OTHER  PERSONS,  FOR THE SALE AND DISTRIBUTION OF
THE SECURITIES OR FOR SERVICES TO  THE  FUND. THESE AMOUNTS MAY BE SIGNIFICANT.
PAYMENTS MAY INCLUDE ADDITIONAL COMPENSATION BEYOND THE REGULARLY
SCHEDULED  RATES, AND FINDER'S FEES. CDI PAYS DEALERS A FINDER'S FEE OF UP TO 1%
ON  CERTAIN  CLASS  A  SHARES  PURCHASED  AT  NAV.  CALL  800-368-2750  FOR MORE
INFORMATION.  WHERE  PAID,  THE FINDER'S FEE IS 1% OF THE NAV PURCHASE AMOUNT ON
THE  FIRST  $2  MILLION,  0.80% ON $2 TO $3 MILLION, 0.50% ON $3 TO $50 MILLION,
0.25%  ON  $50 TO $100 MILLION AND 0.15% OVER $100 MILLION. IF A FINDER'S FEE IS
PAID, THEN THE SERVICE FEE BEGINS IN THE 13TH MONTH AFTER PURCHASE. ALL PAYMENTS
WILL BE IN  COMPLIANCE WITH THE RULES OF THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS, INC.


<PAGE>
TO  OPEN  AN  ACCOUNT:
800-368-2748

PERFORMANCE  AND  PRICES:
WWW.CALVERT.COM
CALVERT  INFORMATION  NETWORK
24  HOURS,  7  DAYS  A  WEEK
800-368-2745

SERVICE  FOR  EXISTING  ACCOUNTS:
SHAREHOLDERS  800-368-2745
BROKERS  800-368-2746

TDD  FOR  HEARING-IMPAIRED:
800-541-1524

BRANCH  OFFICE:
4550  MONTGOMERY  AVENUE
SUITE  1000N
BETHESDA,  MD  20814

REGISTERED,  CERTIFIED  OR
OVERNIGHT  MAIL:
CALVERT  GROUP
C/O  NFDS
330  WEST  9TH  STREET
KANSAS  CITY,  MO  64105

CALVERT  GROUP  WEB-SITE
WWW.CALVERT.COM

PRINCIPAL  UNDERWRITER
CALVERT  DISTRIBUTORS,  INC.
4550  MONTGOMERY  AVENUE
SUITE  1000N
BETHESDA,  MARYLAND  20814

<PAGE>
FOR  INVESTORS WHO WANT MORE INFORMATION ABOUT THE FUND, THE FOLLOWING DOCUMENTS
ARE  AVAILABLE  FREE  UPON  REQUEST:

ANNUAL/SEMI-ANNUAL  REPORTS: ADDITIONAL INFORMATION ABOUT THE FUND'S INVESTMENTS
IS  AVAILABLE  IN  THE FUND'S ANNUAL AND SEMI-ANNUAL REPORTS TO SHAREHOLDERS. IN
THE  FUND'S  ANNUAL  REPORT, YOU WILL FIND A DISCUSSION OF THE MARKET CONDITIONS
AND  INVESTMENT  STRATEGIES  THAT  SIGNIFICANTLY AFFECTED THE FUND'S PERFORMANCE
DURING  ITS  LAST  FISCAL  YEAR.

SAI:  THE SAI FOR THE FUND PROVIDES MORE DETAILED INFORMATION ABOUT THE FUND AND
IS  INCORPORATED  INTO  THIS  PROSPECTUS  BY  REFERENCE.

YOU  CAN  GET  FREE COPIES OF REPORTS AND THE SAI, REQUEST OTHER INFORMATION AND
DISCUSS YOUR QUESTIONS ABOUT THE FUND BY CONTACTING YOUR FINANCIAL PROFESSIONAL,
OR  THE  FUND  AT:

CALVERT  GROUP
4550  MONTGOMERY  AVE.
SUITE  1000N
BETHESDA,  MD  20814

TELEPHONE:  1-800-368-2745

CALVERT  GROUP  WEB-SITE:
WWW.CALVERT.COM

YOU  CAN  REVIEW  THE FUND'S REPORTS AND SAI AT THE PUBLIC REFERENCE ROOM OF THE
SECURITIES  AND  EXCHANGE  COMMISSION.  YOU  CAN  GET  TEXT-ONLY  COPIES:

-     FOR  A  FEE,  BY WRITING TO OR CALLING THE PUBLIC REFERENCE SECTION OF THE
COMMISSION,  WASHINGTON,  D.C.  20549-6009,  TELEPHONE:  1-800-SEC-0330.

-     FREE  FROM  THE  COMMISSION'S  INTERNET  WEBSITE  AT  WWW.SEC.GOV.

INVESTMENT  COMPANY  ACT  FILE  NO.:811-3416

<PAGE>





                                THE CALVERT FUND
                               CALVERT INCOME FUND
                4550 MONTGOMERY AVENUE, BETHESDA, MARYLAND 20814

                       STATEMENT OF ADDITIONAL INFORMATION
                                JANUARY 31, 2000
                              REVISED JULY 14, 2000

     NEW  ACCOUNT     (800)  368-2748     SHAREHOLDER
     INFORMATION:     (301)  951-4820     SERVICES:     (800)  368-2745
     BROKER           (800)  368-2746     TDD  FOR  THE  HEARING-
     SERVICES:        (301)  951-4850     IMPAIRED:     (800)  541-1524

     THIS  STATEMENT  OF  ADDITIONAL  INFORMATION  ("SAI")  IS NOT A PROSPECTUS.
INVESTORS  SHOULD  READ  THE  STATEMENT OF ADDITIONAL INFORMATION IN CONJUNCTION
WITH  THE  FUND'S PROSPECTUS, DATED JANUARY 31, 2000, REVISED JULY 14, 2000. THE
FUND'S AUDITED FINANCIAL STATEMENTS INCLUDED IN ITS MOST RECENT ANNUAL REPORT TO
SHAREHOLDERS,  ARE  EXPRESSLY INCORPORATED BY REFERENCE, AND MADE A PART OF THIS
SAI.  THE PROSPECTUS AND THE MOST RECENT SHAREHOLDER REPORT MAY BE OBTAINED FREE
OF  CHARGE  BY  WRITING  THE  FUND  AT  THE  ABOVE  ADDRESS OR CALLING THE FUND.


                                TABLE OF CONTENTS

     INVESTMENT  POLICIES  AND  RISKS                         2
     INVESTMENT  RESTRICTIONS                                 8
     DIVIDENDS,  DISTRIBUTIONS  AND  TAXES                    9
     NET  ASSET  VALUE                                       10
     CALCULATION  OF  YIELD  AND  TOTAL  RETURN              10
     PURCHASE  AND  REDEMPTION  OF  SHARES                   12
     ADVERTISING                                             12
     TRUSTEES  AND  OFFICERS                                 13
     INVESTMENT  ADVISOR                                     15
     ADMINISTRATIVE  SERVICES  AGENT                         16
     METHOD  OF  DISTRIBUTION                                16
     TRANSFER AND SHAREHOLDER SERVICING AGENTS               18
     PORTFOLIO  TRANSACTIONS                                 18
     PERSONAL  SECURITIES  TRANSACTIONS                      18
     INDEPENDENT  ACCOUNTANTS  AND  CUSTODIANS               19
     GENERAL  INFORMATION                                    19
     CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES     20
     APPENDIX                                                21




<PAGE>
                                     ------
                          INVESTMENT POLICIES AND RISKS
                          -----------------------------

FOREIGN  SECURITIES
     INVESTMENTS  IN FOREIGN SECURITIES MAY PRESENT RISKS NOT TYPICALLY INVOLVED
IN  DOMESTIC  INVESTMENTS. THE FUND MAY PURCHASE FOREIGN SECURITIES DIRECTLY, ON
FOREIGN  MARKETS, OR THOSE REPRESENTED BY AMERICAN DEPOSITARY RECEIPTS ("ADRS"),
OR  OTHER  RECEIPTS  EVIDENCING  OWNERSHIP  OF  FOREIGN  SECURITIES,  SUCH  AS
INTERNATIONAL  DEPOSITARY  RECEIPTS  AND GLOBAL DEPOSITARY RECEIPTS. ADRS ARE US
DOLLAR-DENOMINATED  AND  TRADED  IN  THE US ON EXCHANGES OR OVER THE COUNTER. BY
INVESTING  IN  ADRS RATHER THAN DIRECTLY IN FOREIGN ISSUERS' STOCK, THE FUND MAY
POSSIBLY AVOID SOME CURRENCY AND SOME LIQUIDITY RISKS. THE INFORMATION AVAILABLE
FOR  ADRS  IS SUBJECT TO THE MORE UNIFORM AND MORE EXACTING ACCOUNTING, AUDITING
AND  FINANCIAL  REPORTING  STANDARDS OF THE DOMESTIC MARKET OR EXCHANGE ON WHICH
THEY  ARE  TRADED.
     ADDITIONAL  COSTS  MAY  BE  INCURRED  IN  CONNECTION  WITH  INTERNATIONAL
INVESTMENT  SINCE  FOREIGN  BROKERAGE  COMMISSIONS  AND  THE  CUSTODIAL  COSTS
ASSOCIATED  WITH  MAINTAINING  FOREIGN PORTFOLIO SECURITIES ARE GENERALLY HIGHER
THAN  IN  THE  UNITED  STATES.  FEE  EXPENSE  MAY  ALSO  BE INCURRED ON CURRENCY
EXCHANGES  WHEN  THE  FUND  CHANGES  INVESTMENTS  FROM ONE COUNTRY TO ANOTHER OR
CONVERTS  FOREIGN  SECURITIES  HOLDINGS  INTO  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.
     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.

EUROCURRENCY  CONVERSION  RISK
     EUROPEAN  COUNTRIES  THAT  ARE  MEMBERS OF THE EUROPEAN MONETARY UNION HAVE
AGREED  TO  USE  A  COMMON  CURRENCY  UNIT, THE "EURO". CURRENTLY, EACH OF THESE
COUNTRIES  HAS  ITS  OWN CURRENCY UNIT. ALTHOUGH THE ADVISOR DOES NOT ANTICIPATE
ANY  PROBLEMS  IN  CONVERSION  FROM THE OLD CURRENCIES TO THE EURO, THERE MAY BE
ISSUES  INVOLVED  IN  SETTLEMENT, VALUATION, AND NUMEROUS OTHER AREAS THAT COULD
IMPACT  THE  FUND.  CALVERT  HAS  BEEN REVIEWING ALL OF ITS COMPUTER SYSTEMS FOR
EUROCURRENCY CONVERSION COMPLIANCE. THERE CAN BE NO ASSURANCE THAT THERE WILL BE
NO  NEGATIVE IMPACT ON THE FUND, HOWEVER, THE ADVISOR AND CUSTODIAN HAVE ADVISED
THE  FUND THAT THEY HAVE BEEN ACTIVELY WORKING ON ANY NECESSARY CHANGES TO THEIR
COMPUTER  SYSTEMS  TO PREPARE FOR THE CONVERSION, AND EXPECT THAT THEIR SYSTEMS,
AND  THOSE  OF THEIR OUTSIDE SERVICE PROVIDERS, WILL BE ADAPTED IN TIME FOR THAT
EVENT.

INTERNATIONAL  MONEY  MARKET  INSTRUMENTS
     CALVERT  INCOME FUND MAY, IN PURSUIT OF ITS INVESTMENT OBJECTIVE, INVEST IN
U.S.  DOLLAR-DENOMINATED  OBLIGATIONS OF FOREIGN BRANCHES OF U.S. BANKS AND U.S.
BRANCHES  OF  FOREIGN  BANKS.  SUCH  OBLIGATIONS  ARE NOT INSURED BY THE FEDERAL
DEPOSIT  INSURANCE  CORPORATION.  FOREIGN AND DOMESTIC BANK RESERVE REQUIREMENTS
MAY  DIFFER.  PAYMENT  OF  INTEREST AND PRINCIPAL UPON THESE OBLIGATIONS AND THE
MARKETABILITY AND LIQUIDITY OF SUCH OBLIGATIONS IN THE SECONDARY MARKET MAY ALSO
BE  AFFECTED  BY  GOVERNMENTAL  ACTION  IN THE COUNTRY OF DOMICILE OF THE BRANCH
(GENERALLY  REFERRED  TO  AS "SOVEREIGN RISK"). EXAMPLES OF GOVERNMENTAL ACTIONS
WOULD  BE  THE IMPOSITION OF EXCHANGE OR CURRENCY CONTROLS, INTEREST LIMITATIONS
OR  WITHHOLDING  TAXES ON INTEREST INCOME, SEIZURE OF ASSETS, OR THE DECLARATION
OF  A MORATORIUM ON THE PAYMENT OF PRINCIPAL OR INTEREST. IN ADDITION, EVIDENCES
OF  OWNERSHIP  OF  PORTFOLIO SECURITIES MAY BE HELD OUTSIDE OF THE U.S., AND THE
FUND  MAY  BE  SUBJECT TO THE RISKS ASSOCIATED WITH THE HOLDING OF SUCH PROPERTY
OVERSEAS.

TEMPORARY  DEFENSIVE  AND SHORT-TERM CASH POSITIONS
     FOR  TEMPORARY  DEFENSIVE OR SHORT-TERM INVESTMENT PURPOSES THE FUND MAY
INVEST IN  CASH  OR CASH EQUIVALENTS. CASH EQUIVALENTS INCLUDE INSTRUMENTS SUCH
AS, BUT NOT LIMITED TO, U.S. GOVERNMENT AND AGENCY OBLIGATIONS, CERTIFICATES OF
DEPOSIT, BANKER'S  ACCEPTANCES, TIME DEPOSITS, COMMERCIAL PAPER, SHORT-TERM
CORPORATE DEBT SECURITIES,  AND  REPURCHASE  AGREEMENTS.

REPURCHASE  AGREEMENTS
     THE  FUND  MAY,  IN  PURSUIT  OF  ITS  INVESTMENT OBJECTIVES, PURCHASE DEBT
SECURITIES  SUBJECT  TO  REPURCHASE  AGREEMENTS.  REPURCHASE  AGREEMENTS  ARE
TRANSACTIONS  IN  WHICH A PERSON PURCHASES A SECURITY AND SIMULTANEOUSLY COMMITS
TO  RESELL THAT SECURITY TO THE SELLER AT A MUTUALLY AGREED UPON TIME AND PRICE.
THE  SELLER'S  OBLIGATION  IS SECURED BY THE UNDERLYING SECURITY. THE REPURCHASE
PRICE  REFLECTS  THE  INITIAL  PURCHASE PRICE PLUS AN AGREED UPON MARKET RATE OF
INTEREST.  WHILE  AN  UNDERLYING  SECURITY  MAY BEAR A MATURITY IN EXCESS OF ONE
YEAR,  THE  TERM  OF  THE  REPURCHASE  AGREEMENT  IS  ALWAYS LESS THAN ONE YEAR.
REPURCHASE  AGREEMENTS NOT TERMINABLE WITHIN SEVEN DAYS ARE CONSIDERED ILLIQUID.
REPURCHASE  AGREEMENTS  ARE  SHORT-TERM  MONEY  MARKET  INVESTMENTS, DESIGNED TO
GENERATE  CURRENT  INCOME.
     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  TO  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 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 FUND
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 FUND
BEARS THE RISK THAT THE MARKET VALUE OF THE SECURITIES IT SOLD MAY DECLINE BELOW
THE  AGREED-UPON REPURCHASE PRICE, IN WHICH CASE THE DEALER MAY REQUEST THE FUND
TO  POST  ADDITIONAL  COLLATERAL.

NON-INVESTMENT  GRADE  DEBT  SECURITIES
     NON-INVESTMENT  GRADE  DEBT  SECURITIES  ARE  LOWER QUALITY DEBT SECURITIES
(GENERALLY  THOSE  RATED  BB OR LOWER BY S&P OR BA OR LOWER BY MOODY'S, KNOWN AS
"JUNK  BONDS").  THESE  SECURITIES HAVE MODERATE TO POOR PROTECTION OF PRINCIPAL
AND  INTEREST PAYMENTS AND HAVE SPECULATIVE CHARACTERISTICS. (SEE APPENDIX FOR A
DESCRIPTION OF THE RATINGS. THE FUND CONSIDERS A SECURITY TO BE INVESTMENT GRADE
IF IT HAS RECEIVED AN INVESTMENT GRADE RATING FROM AT LEAST ONE NATIONALLY
RECOGNIZED STATISTICAL RATING ORGANIZATION (NRSRO), OR IS AN UNRATED SECURITY OF
COMPARABLE QUALITY. CURRENTLY, THERE ARE FOUR NRSROS.) 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.
     WHEN PURCHASING NON-INVESTMENT GRADE DEBT SECURITIES, RATED OR UNRATED, THE
ADVISOR  PREPARES  ITS  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.

DERIVATIVES
     THE FUND 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 FUND CAN USE THESE PRACTICES
EITHER  AS  SUBSTITUTION OR AS PROTECTION AGAINST AN ADVERSE MOVE IN THE FUND TO
ADJUST  THE  RISK  AND RETURN CHARACTERISTICS OF THE FUND. IF THE ADVISOR JUDGES
MARKET CONDITIONS INCORRECTLY OR EMPLOYS A STRATEGY THAT DOES NOT CORRELATE WELL
WITH  A  FUND'S  INVESTMENTS, OR IF THE COUNTERPARTY TO THE TRANSACTION DOES NOT
PERFORM  AS  PROMISED, THESE TECHNIQUES COULD RESULT IN A LOSS. THESE TECHNIQUES
MAY INCREASE THE VOLATILITY OF A FUND AND MAY INVOLVE A SMALL INVESTMENT OF CASH
RELATIVE  TO  THE MAGNITUDE OF THE RISK ASSUMED. DERIVATIVES ARE OFTEN ILLIQUID.

OPTIONS  AND  FUTURES  CONTRACTS
     COVERED  OPTIONS.  THE  FUND  MAY, IN PURSUIT OF ITS INVESTMENT OBJECTIVES,
ENGAGE  IN  THE  WRITING OF COVERED CALL OPTIONS IN STANDARD CONTRACTS TRADED ON
NATIONAL  SECURITIES  EXCHANGES OR QUOTED ON NASDAQ, PROVIDED THAT: (1) THE FUND
CONTINUES  TO OWN THE SECURITIES COVERING EACH CALL OPTION UNTIL THE CALL OPTION
HAS  BEEN EXERCISED OR UNTIL THE FUND HAS PURCHASED A CLOSING CALL TO OFFSET ITS
OBLIGATION TO DELIVER SECURITIES PURSUANT TO THE CALL OPTION IT HAD WRITTEN; AND
(2)  THE  MARKET  VALUE OF ALL SECURITIES COVERING CALL OPTIONS IN THE FUND DOES
NOT  EXCEED  35% OF THE MARKET VALUE OF THE FUND'S NET ASSETS. THE FUND MAY ALSO
WRITE  SECURED PUT OPTIONS AGAINST U.S. GOVERNMENT-BACKED OBLIGATIONS AND USES A
VARIETY  OF OTHER INVESTMENT TECHNIQUES, SEEKING TO HEDGE AGAINST CHANGES IN THE
GENERAL  LEVEL OF INTEREST RATES, INCLUDING THE PURCHASE OF PUT AND CALL OPTIONS
ON  DEBT SECURITIES AND THE PURCHASE AND SALE OF INTEREST RATE FUTURES CONTRACTS
AND  OPTIONS  ON SUCH FUTURES. THE FUND WILL NOT ENGAGE IN SUCH TRANSACTIONS FOR
THE  PURPOSE OF SPECULATION OR LEVERAGE. SUCH INVESTMENT POLICIES AND TECHNIQUES
MAY  INVOLVE  A  GREATER DEGREE OF RISK THAN THOSE INHERENT IN MORE CONSERVATIVE
INVESTMENT  APPROACHES.
     THE  FUND  WILL  NOT  ENGAGE  IN  OPTIONS OR FUTURES TRANSACTIONS UNLESS IT
RECEIVES  APPROPRIATE REGULATORY APPROVALS PERMITTING THE FUND TO ENGAGE IN SUCH
TRANSACTIONS.  THE  FUND  OBSERVES  THE FOLLOWING OPERATING POLICY, WHICH MAY BE
CHANGED WITHOUT THE APPROVAL OF A MAJORITY OF THE OUTSTANDING SHARES: PURCHASE A
FUTURES  CONTRACT  OR AN OPTION THEREON IF, WITH RESPECT TO POSITIONS IN FUTURES
OR  OPTIONS  ON  FUTURES  WHICH DO NOT REPRESENT BONAFIDE HEDGING, THE AGGREGATE
INITIAL  MARGIN  AND  PREMIUMS ON SUCH OPTIONS WOULD EXCEED 5% OF THE FUND'S NET
ASSET  VALUE.  (SEE  NON-FUNDAMENTAL  INVESTMENT  RESTRICTION  NUMBER  2.)
     COVERED OPTIONS ON DEBT SECURITIES. THE FUND MAY WRITE "COVERED OPTIONS" ON
DEBT  SECURITIES  IN  STANDARD CONTRACTS TRADED ON NATIONAL SECURITIES EXCHANGES
AND IN THE OVER-THE-COUNTER MARKET. THE FUND WILL WRITE SUCH OPTIONS IN ORDER TO
RECEIVE THE PREMIUMS FROM OPTIONS THAT EXPIRE AND TO SEEK NET GAINS FROM CLOSING
PURCHASE  TRANSACTIONS  WITH  RESPECT  TO  SUCH  OPTIONS.
     THE  FUND MAY WRITE ONLY "COVERED OPTIONS." THIS MEANS THAT, IN THE CASE OF
CALL  OPTIONS,  SO LONG AS THE FUND IS OBLIGATED AS THE WRITER OF A CALL OPTION,
IT  WILL  OWN  THE UNDERLYING SECURITY SUBJECT TO THE OPTION AND, IN THE CASE OF
PUT  OPTIONS,  THE FUND WILL, THROUGH ITS CUSTODIAN, DEPOSIT AND MAINTAIN WITH A
SECURITIES  DEPOSITORY U.S. TREASURY OBLIGATIONS WITH A MARKET VALUE EQUAL TO OR
GREATER  THAN  THE  EXERCISE  PRICE  OF  THE  OPTION.
     CHARACTERISTICS  OF  COVERED  OPTIONS.  WHEN  A  FUND WRITES A COVERED CALL
OPTION,  THE  FUND 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  FUND  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 FUND AND THUS REDUCE DECLINES IN THE
NET  ASSET  VALUE  PER  SHARE  OF THE FUND IF SECURITIES COVERED BY SUCH OPTIONS
DECLINE  IN VALUE. EXERCISE OF A CALL OPTION BY THE PURCHASER HOWEVER WILL CAUSE
THE  FUND TO FOREGO FUTURE APPRECIATION OF THE SECURITIES COVERED BY THE OPTION.
     WHEN  THE  FUND  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 FUND 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 FUND 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.
     THE  FUND  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.
     THE  FUND'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  FUND  HAS  NOT  ENTERED  INTO  A  CLOSING  PURCHASE  TRANSACTION.
     EXPIRATION  OF  A  PUT  OR  CALL  OPTION  OR  ENTRY INTO A CLOSING PURCHASE
TRANSACTION  WILL  RESULT  IN  A  SHORT-TERM  CAPITAL GAIN, UNLESS THE COST OF A
CLOSING  PURCHASE  TRANSACTION  EXCEEDS  THE  PREMIUM  THE FUND RECEIVED WHEN IT
INITIALLY WROTE THE OPTION, IN WHICH CASE A SHORT-TERM CAPITAL LOSS WILL RESULT.
IF THE PURCHASER EXERCISES A PUT OR CALL OPTION, THE FUND WILL REALIZE A GAIN OR
LOSS  FROM THE SALE OF THE SECURITY ACQUIRED OR SOLD PURSUANT TO THE OPTION, AND
IN  DETERMINING THE GAIN OR LOSS THE PREMIUM WILL BE INCLUDED IN THE PROCEEDS OF
SALE.  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  THE  FUND'S  ANNUAL  GROSS  INCOME.
     RISKS RELATED TO OPTIONS TRANSACTIONS. THE FUND CAN CLOSE OUT ITS POSITIONS
IN EXCHANGE TRADED OPTIONS ONLY ON AN EXCHANGE WHICH PROVIDES A SECONDARY MARKET
IN  SUCH  OPTIONS.  ALTHOUGH  THE  FUND  INTENDS  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. IT IS DIFFICULT TO ACCURATELY PREDICT
THE  EXTENT  OF  TRADING INTEREST THAT MAY DEVELOP WITH RESPECT TO SUCH OPTIONS.
THIS  MIGHT  PREVENT A FUND FROM CLOSING AN OPTIONS POSITION, WHICH COULD IMPAIR
THE  FUND'S ABILITY TO HEDGE ITS PORTFOLIO EFFECTIVELY. ALSO, A FUND'S INABILITY
TO CLOSE OUT A CALL POSITION MAY HAVE AN ADVERSE EFFECT ON ITS LIQUIDITY BECAUSE
THE  FUND MAY BE REQUIRED TO HOLD THE SECURITIES UNDERLYING THE OPTION UNTIL THE
OPTION  EXPIRES  OR  IS  EXERCISED.
     THE  HOURS  OF  TRADING  FOR  OPTIONS ON U.S. GOVERNMENT SECURITIES MAY NOT
CORRESPOND EXACTLY TO THE HOURS OF TRADING FOR THE UNDERLYING SECURITIES. TO THE
EXTENT  THAT  THE  OPTIONS  MARKETS  CLOSE BEFORE THE U.S. GOVERNMENT SECURITIES
MARKETS,  SIGNIFICANT  MOVEMENTS IN RATES AND PRICES MAY OCCUR IN THE GOVERNMENT
SECURITIES  MARKETS  THAT  CANNOT  BE  REFLECTED  IN  THE  OPTIONS  MARKETS.
     INTEREST  RATE  FUTURES  TRANSACTIONS.  A  CHANGE  IN  THE GENERAL LEVEL OF
INTEREST  RATES  WILL  AFFECT  THE  MARKET  VALUE OF DEBT SECURITIES IN A FUND'S
PORTFOLIO.  THE  FUND  MAY  PURCHASE  AND  SELL  INTEREST RATE FUTURES CONTRACTS
("FUTURES CONTRACTS") AS A HEDGE AGAINST CHANGES IN INTEREST RATES IN ACCORDANCE
WITH  THE STRATEGIES DESCRIBED BELOW. 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 PURCHASING OR SELLING A FUTURES CONTRACT,
THE  FUND  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  FUND  BEING OBLIGATED TO MAKE SUCH PAYMENTS IF ITS FUTURES
POSITION  BECOMES  LESS  VALUABLE  AND  ENTITLED TO RECEIVE SUCH PAYMENTS IF ITS
POSITION  BECOMES  MORE  VALUABLE.
     FUTURES  CONTRACTS  HAVE  BEEN  DESIGNED BY BOARDS OF TRADE WHICH HAVE BEEN
DESIGNATED  "CONTRACT  MARKETS"  BY  THE  COMMODITY  FUTURES  TRADING COMMISSION
("CFTC").  AS  A SERIES OF A REGISTERED INVESTMENT COMPANY, THE FUND IS ELIGIBLE
FOR  EXCLUSION  FROM THE CFTC'S DEFINITION OF "COMMODITY POOL OPERATOR," MEANING
THAT THE FUND MAY INVEST IN FUTURES CONTRACTS UNDER SPECIFIED CONDITIONS WITHOUT
REGISTERING  WITH  THE  CFTC.  FUTURES  CONTRACTS TRADE ON CONTRACT 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.
     THE  PURCHASE  AND  SALE OF FUTURES CONTRACTS IS FOR THE PURPOSE OF HEDGING
THE  FUND'S  HOLDINGS  OF  LONG-TERM DEBT SECURITIES. FUTURES CONTRACTS BASED ON
U.S. GOVERNMENT SECURITIES AND GNMA CERTIFICATES HISTORICALLY HAVE REACTED TO AN
INCREASE  OR  DECREASE  IN  INTEREST  RATES IN A MANNER SIMILAR TO THE MANNER IN
WHICH  MORTGAGE-RELATED  SECURITIES  REACTED  TO  THE  CHANGE. IF INTEREST RATES
INCREASE,  THE  VALUE  OF SUCH SECURITIES IN THE FUND'S PORTFOLIO WOULD DECLINE,
BUT  THE  VALUE  OF  A  SHORT  POSITION  IN  FUTURES CONTRACTS WOULD INCREASE AT
APPROXIMATELY  THE  SAME  RATE,  THEREBY KEEPING THE NET ASSET VALUE OF THE FUND
FROM  DECLINING  AS  MUCH  AS  IT  OTHERWISE  WOULD  HAVE.  THUS, IF A FUND OWNS
LONG-TERM SECURITIES AND INTEREST RATES WERE EXPECTED TO INCREASE, IT MIGHT SELL
FUTURES  CONTRACTS RATHER THAN SELL ITS HOLDINGS OF LONG-TERM SECURITIES. IF, ON
THE  OTHER HAND, THE FUND HELD CASH RESERVES AND INTEREST RATES WERE EXPECTED TO
DECLINE,  THE  FUND  MIGHT ENTER INTO FUTURES CONTRACTS FOR THE PURCHASE OF U.S.
GOVERNMENT  SECURITIES  OR  GNMA  CERTIFICATES  AND  THUS  TAKE ADVANTAGE OF THE
ANTICIPATED  RISK  IN  THE VALUE OF LONG-TERM SECURITIES WITHOUT ACTUALLY BUYING
THEM  UNTIL THE MARKET HAD STABILIZED. AT THAT TIME, THE FUTURES CONTRACTS COULD
BE  LIQUIDATED  AND THE FUND'S CASH RESERVES COULD THEN BE USED TO BUY LONG-TERM
SECURITIES  IN  THE  CASH  MARKET.  THE FUND COULD ACCOMPLISH SIMILAR RESULTS BY
SELLING  SECURITIES  WITH LONG MATURITIES AND INVESTING IN SECURITIES WITH SHORT
MATURITIES  WHEN INTEREST RATES ARE EXPECTED TO INCREASE OR BY BUYING SECURITIES
WITH  LONG MATURITIES AND SELLING SECURITIES WITH SHORT MATURITIES WHEN INTEREST
RATES  ARE  EXPECTED TO DECLINE. BUT BY USING FUTURES CONTRACTS AS AN INVESTMENT
TOOL  TO  MANAGE  RISK IT MIGHT BE POSSIBLE TO ACCOMPLISH THE SAME RESULT EASILY
AND  QUICKLY.
     OPTIONS  ON FUTURES CONTRACTS. THE FUND MAY PURCHASE AND WRITE CALL AND PUT
OPTIONS  ON  FUTURES  CONTRACTS  WHICH ARE TRADED ON A U.S. EXCHANGE OR BOARD OF
TRADE  AND  ENTER  INTO  CLOSING  TRANSACTIONS  WITH  RESPECT TO SUCH OPTIONS TO
TERMINATE  AN  EXISTING  POSITION.  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 FUND WILL PAY A PREMIUM FOR SUCH OPTIONS WHICH IT PURCHASES.
IN  CONNECTION  WITH  SUCH  OPTIONS  WHICH IT WRITES, THE FUND 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.
     PURCHASE  OF  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 FUND'S PORTFOLIO OF DEBT SECURITIES AGAINST THE RISK OF DECLINING
PRICES.
     PURCHASE OF CALL OPTIONS ON FUTURES CONTRACTS. THE PURCHASE OF CALL OPTIONS
ON  FUTURES  CONTRACTS  REPRESENTS  A  MEANS  OF OBTAINING TEMPORARY EXPOSURE TO
MARKET  APPRECIATION  AT  LIMITED  RISK.  IT  IS  ANALOGOUS TO THE PURCHASE OF A
FUTURES  CONTRACT  AND IS USED TO PROTECT AGAINST A MARKET ADVANCE WHEN THE FUND
IS  NOT  FULLY  INVESTED.
     WRITING  CALL  OPTIONS ON FUTURES CONTRACTS. THE WRITING OF CALL OPTIONS ON
FUTURES  CONTRACTS  CONSTITUTES  A PARTIAL HEDGE AGAINST DECLINING PRICES OF THE
DEBT SECURITIES WHICH ARE DELIVERABLE UPON EXERCISE OF THE FUTURES CONTRACTS. IF
THE  FUTURES  CONTRACT PRICE AT EXPIRATION IS BELOW THE EXERCISE PRICE, THE FUND
WILL RETAIN THE FULL AMOUNT OF THE OPTION PREMIUM WHICH PROVIDES A PARTIAL HEDGE
AGAINST  ANY  DECLINE  THAT  MAY  HAVE  OCCURRED  IN THE FUND'S HOLDINGS OF DEBT
SECURITIES.
     WRITING  PUT  OPTIONS  ON  FUTURES CONTRACTS. THE WRITING OF PUT OPTIONS ON
FUTURES  CONTRACTS  IS  ANALOGOUS  TO  THE  PURCHASE OF FUTURES CONTRACTS. IF AN
OPTION IS EXERCISED, THE NET COST TO THE FUND OF THE DEBT SECURITIES ACQUIRED BY
IT  WILL  BE REDUCED BY THE AMOUNT OF THE OPTION PREMIUM RECEIVED. OF COURSE, IF
MARKET  PRICES  HAVE  DECLINED,  THE  FUND'S PURCHASE PRICE UPON EXERCISE MAY BE
GREATER  THAN  THE  PRICE AT WHICH THE DEBT SECURITIES MIGHT BE PURCHASED IN THE
CASH  MARKET.
     RISKS  OF  OPTIONS  AND  FUTURES CONTRACTS. IF THE FUND HAS SOLD FUTURES OR
TAKES OPTIONS POSITIONS TO HEDGE ITS PORTFOLIO AGAINST DECLINE IN THE MARKET AND
THE  MARKET  LATER ADVANCES, THE FUND MAY SUFFER A LOSS ON THE FUTURES CONTRACTS
OR OPTIONS WHICH IT WOULD NOT HAVE EXPERIENCED IF IT HAD NOT HEDGED. THE SUCCESS
OF  A HEDGING STRATEGY DEPENDS ON THE ADVISOR'S ABILITY TO PREDICT THE DIRECTION
OF  INTEREST  RATES AND OTHER ECONOMIC FACTORS. CORRELATION IS IMPERFECT BETWEEN
MOVEMENTS  IN THE PRICES OF FUTURES OR OPTIONS 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. IF A FUND USED A FUTURES OR OPTIONS CONTRACT TO HEDGE
AGAINST  A DECLINE IN THE MARKET, AND THE MARKET LATER ADVANCES (OR VICE VERSA),
THE  FUND  MAY  SUFFER  A  GREATER  LOSS  THAN  IF  IT  HAD  NOT  HEDGED.
     A  FUND CAN CLOSE OUT ITS FUTURES POSITIONS ONLY ON AN EXCHANGE OR BOARD OF
TRADE  WHICH  PROVIDES  A  SECONDARY  MARKET  IN SUCH FUTURES. ALTHOUGH THE FUND
INTENDS  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  FUND  FROM CLOSING A FUTURES POSITION, WHICH COULD REQUIRE THE FUND TO MAKE
DAILY  CASH  PAYMENTS WITH RESPECT TO ITS POSITION IN THE EVENT OF ADVERSE PRICE
MOVEMENTS. IN SUCH SITUATIONS, IF THE FUND HAS INSUFFICIENT CASH, IT MAY HAVE TO
SELL  PORTFOLIO  SECURITIES  TO MEET DAILY MARGIN REQUIREMENTS AT A TIME WHEN IT
WOULD  BE  DISADVANTAGEOUS  TO  DO SO. THE INABILITY TO CLOSE FUTURES OR OPTIONS
POSITIONS  COULD  HAVE  AN  ADVERSE  EFFECT  ON  THE  FUND'S  ABILITY  TO  HEDGE
EFFECTIVELY.  THERE  IS  ALSO RISK OF LOSS BY THE FUND OF MARGIN DEPOSITS IN THE
EVENT  OF  BANKRUPTCY  OF  A BROKER WITH WHOM THE FUND HAS AN OPEN POSITION IN A
FUTURES CONTRACT. TO PARTIALLY OR COMPLETELY OFFSET LOSSES ON FUTURES CONTRACTS,
THE  FUND  WILL NORMALLY HOLD THE SECURITIES AGAINST WHICH THE FUTURES POSITIONS
WERE  TAKEN  UNTIL  THE  FUTURES  POSITIONS  CAN BE CLOSED OUT, SO THAT THE FUND
RECEIVES  THE  GAIN  (IF  ANY) FROM THE PORTFOLIO SECURITIES. THIS MIGHT HAVE AN
ADVERSE  EFFECT  ON  THE  FUND'S  OVERALL  LIQUIDITY.
     OPTIONS  ON  FUTURES  TRANSACTIONS  BEAR  SEVERAL  RISKS  APART  FROM THOSE
INHERENT  IN  OPTIONS  TRANSACTIONS GENERALLY. A FUND'S ABILITY TO CLOSE OUT ITS
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
FUND  SEEKS  TO CLOSE ITS POSITION. THERE CAN BE NO ASSURANCE THAT SUCH A MARKET
WILL  DEVELOP  OR  EXIST.  THEREFORE, THE FUND MIGHT BE REQUIRED TO EXERCISE THE
OPTIONS  TO  REALIZE  ANY  PROFIT.

LENDING  PORTFOLIO  SECURITIES
     THE  FUND MAY LEND ITS PORTFOLIO SECURITIES TO MEMBER FIRMS OF THE NEW YORK
STOCK  EXCHANGE AND COMMERCIAL BANKS WITH ASSETS OF ONE BILLION DOLLARS OR MORE.
ANY  SUCH  LOANS  MUST  BE  SECURED  CONTINUOUSLY  IN  THE  FORM OF CASH OR CASH
EQUIVALENTS  SUCH  AS  US TREASURY BILLS. THE AMOUNT OF THE COLLATERAL MUST ON A
CURRENT BASIS EQUAL OR EXCEED THE MARKET VALUE OF THE LOANED SECURITIES, AND THE
FUND MUST BE ABLE TO TERMINATE SUCH LOANS UPON NOTICE AT ANY TIME. THE FUND WILL
EXERCISE ITS RIGHT TO TERMINATE A SECURITIES LOAN IN ORDER TO PRESERVE ITS RIGHT
TO  VOTE  UPON  MATTERS  OF  IMPORTANCE  AFFECTING  HOLDERS  OF  THE SECURITIES.
     THE  ADVANTAGE  OF  SUCH  LOANS  IS  THAT THE FUND CONTINUES TO RECEIVE THE
EQUIVALENT OF THE INTEREST EARNED OR DIVIDENDS PAID BY THE ISSUERS ON THE LOANED
SECURITIES  WHILE  AT  THE  SAME TIME EARNING INTEREST ON THE CASH OR EQUIVALENT
COLLATERAL  WHICH  MAY  BE  INVESTED  IN  ACCORDANCE  WITH THE FUND'S INVESTMENT
OBJECTIVE,  POLICIES  AND  RESTRICTIONS.
     SECURITIES  LOANS  ARE  USUALLY  MADE TO BROKER-DEALERS AND OTHER FINANCIAL
INSTITUTIONS  TO  FACILITATE  THEIR  DELIVERY  OF  SUCH  SECURITIES. AS WITH ANY
EXTENSION  OF  CREDIT, THERE MAY BE RISKS OF DELAY IN RECOVERY AND POSSIBLY LOSS
OF  RIGHTS IN THE LOANED SECURITIES SHOULD THE BORROWER OF THE LOANED SECURITIES
FAIL  FINANCIALLY. HOWEVER, THE FUND WILL MAKE LOANS OF ITS PORTFOLIO SECURITIES
ONLY TO THOSE FIRMS THE ADVISOR DEEMS CREDITWORTHY AND ONLY ON TERMS THE ADVISOR
BELIEVES  SHOULD  COMPENSATE  FOR  SUCH  RISK.  ON  TERMINATION OF THE LOAN, THE
BORROWER  IS  OBLIGATED  TO  RETURN  THE  SECURITIES  TO THE FUND. THE FUND WILL
RECOGNIZE ANY GAIN OR LOSS IN THE MARKET VALUE OF THE SECURITIES DURING THE LOAN
PERIOD.  THE FUND MAY PAY REASONABLE CUSTODIAL FEES IN CONNECTION WITH THE LOAN.

COLLATERALIZED  MORTGAGE  OBLIGATIONS
     THE  FUND  MAY,  IN  PURSUIT  OF  ITS  INVESTMENT  OBJECTIVES,  INVEST  IN
COLLATERALIZED  MORTGAGE  OBLIGATIONS.  COLLATERALIZED  MORTGAGE  OBLIGATIONS
("CMOS")  ARE  FULLY-COLLATERALIZED  BONDS  WHICH ARE GENERAL OBLIGATIONS OF THE
ISSUER  OF  THE  BONDS.  CMOS ARE NOT DIRECT OBLIGATIONS OF THE U.S. GOVERNMENT.
CMOS  GENERALLY  ARE  SECURED BY COLLATERAL CONSISTING OF MORTGAGES OR A POOL OF
MORTGAGES.  THE  COLLATERAL  IS  ASSIGNED  TO THE TRUSTEE NAMED IN THE INDENTURE
PURSUANT  TO  WHICH  THE BONDS ARE ISSUED. PAYMENTS OF PRINCIPAL AND INTEREST ON
THE  UNDERLYING  MORTGAGES  ARE NOT PASSED THROUGH DIRECTLY TO THE HOLDER OF THE
CMO; RATHER, PAYMENTS TO THE TRUSTEE ARE DEDICATED TO PAYMENT OF INTEREST ON AND
REPAYMENT OF PRINCIPAL OF THE CMOS. THIS MEANS THAT THE CHARACTER OF PAYMENTS OF
PRINCIPAL  AND  INTEREST  IS  NOT PASSED THROUGH, SO THAT PAYMENTS TO HOLDERS OF
CMOS  ATTRIBUTABLE  TO  INTEREST  PAID  AND  PRINCIPAL  REPAID ON THE UNDERLYING
MORTGAGES  OR  POOL OF MORTGAGES DO NOT NECESSARILY CONSTITUTE INCOME AND RETURN
OF  CAPITAL,  RESPECTIVELY,  TO  THE  CMO  HOLDERS.  ALSO,  BECAUSE  PAYMENTS OF
PRINCIPAL  AND INTEREST ARE NOT PASSED THROUGH, CMOS SECURED BY THE SAME POOL OR
MORTGAGES  MAY  BE,  AND  FREQUENTLY  ARE,  ISSUED  WITH A VARIETY OF CLASSES OR
SERIES,  WHICH  HAVE DIFFERENT MATURITIES AND ARE RETIRED SEQUENTIALLY. CMOS ARE
DESIGNED  TO  BE RETIRED AS THE UNDERLYING MORTGAGES ARE REPAID. IN THE EVENT OF
PREPAYMENT ON SUCH MORTGAGES, THE CLASS OF CMO FIRST TO MATURE GENERALLY WILL BE
PAID  DOWN.  THUS  THERE SHOULD BE SUFFICIENT COLLATERAL TO SECURE THE CMOS THAT
REMAIN  OUTSTANDING  EVEN  IF  THE ISSUER DOES NOT SUPPLY ADDITIONAL COLLATERAL.
     FHLMC  HAS  INTRODUCED  A  CMO WHICH IS A GENERAL OBLIGATION OF FHLMC. THIS
REQUIRES  FHLMC TO USE ITS GENERAL FUNDS TO MAKE PAYMENTS ON THE CMO IF PAYMENTS
FROM  THE  UNDERLYING  MORTGAGES  ARE  INSUFFICIENT.

U.S.  GOVERNMENT-BACKED  OBLIGATIONS
     THE  FUND  MAY,  IN  PURSUIT  OF ITS INVESTMENT OBJECTIVE, INVEST IN GINNIE
MAES,  FANNIE  MAES,  FREDDIE  MACS,  U.S.  TREASURY OBLIGATIONS, AND OTHER U.S.
GOVERNMENT-BACKED  OBLIGATIONS.
     GINNIE  MAES.  GINNIE  MAES,  ISSUED  BY  THE  GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION,  ARE  TYPICALLY INTERESTS IN POOLS OF MORTGAGE LOANS INSURED BY THE
FEDERAL  HOUSING  ADMINISTRATION OR GUARANTEED BY THE VETERANS ADMINISTRATION. A
"POOL" OR GROUP OF SUCH MORTGAGES IS ASSEMBLED AND, AFTER APPROVAL FROM GNMA, IS
OFFERED  TO  INVESTORS  THROUGH  VARIOUS  SECURITIES  DEALERS.  GNMA  IS  A U.S.
GOVERNMENT  CORPORATION  WITHIN THE DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT.
GINNIE  MAES ARE BACKED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES, WHICH
MEANS  THAT  THE  U.S. GOVERNMENT GUARANTEES THAT INTEREST AND PRINCIPAL WILL BE
PAID  WHEN  DUE.
     FANNIE  MAES  AND  FREDDIE MACS. FANNIE MAES AND FREDDIE MACS ARE ISSUED BY
THE  FEDERAL  NATIONAL  MORTGAGE  ASSOCIATION  ("FNMA")  AND  FEDERAL  HOME LOAN
MORTGAGE  CORPORATION  ("FHLMC"),  RESPECTIVELY. UNLIKE GNMA CERTIFICATES, WHICH
ARE  TYPICALLY  INTERESTS  IN  POOLS  OF  MORTGAGES  INSURED  OR  GUARANTEED  BY
GOVERNMENT  AGENCIES,  FNMA AND FHLMC CERTIFICATES REPRESENT UNDIVIDED INTERESTS
IN  POOLS  OF  CONVENTIONAL MORTGAGE LOANS. BOTH FNMA AND FHLMC GUARANTEE TIMELY
PAYMENT  OF  PRINCIPAL  AND INTEREST ON THEIR OBLIGATIONS, BUT THIS GUARANTEE IS
NOT BACKED BY THE FULL FAITH AND CREDIT OF THE U.S. GOVERNMENT. FNMA'S GUARANTEE
IS  SUPPORTED  BY  ITS  ABILITY  TO BORROW FROM THE U.S. TREASURY, WHILE FHLMC'S
GUARANTEE  IS BACKED BY RESERVES SET ASIDE TO PROTECT HOLDERS AGAINST LOSSES DUE
TO  DEFAULT.
     U.S. TREASURY OBLIGATIONS. DIRECT OBLIGATIONS OF THE UNITED STATES TREASURY
ARE  BACKED  BY THE FULL FAITH AND CREDIT OF THE UNITED STATES. THEY DIFFER ONLY
WITH RESPECT TO THEIR RATES OF INTEREST, MATURITIES, AND TIMES OF ISSUANCE. U.S.
TREASURY  OBLIGATIONS  CONSIST OF: U.S. TREASURY BILLS (HAVING MATURITIES OF ONE
YEAR  OR LESS), U.S. TREASURY NOTES (HAVING MATURITIES OF ONE TO TEN YEARS ) AND
U.S.  TREASURY  BONDS  (GENERALLY  HAVING  MATURITIES  GREATER  THAN TEN YEARS).
     OTHER U.S. GOVERNMENT OBLIGATIONS. THE FUND MAY INVEST IN OTHER OBLIGATIONS
ISSUED  OR  GUARANTEED  BY  THE  U.S.  GOVERNMENT,  ITS  AGENCIES,  OR  ITS
INSTRUMENTALITIES.  (CERTAIN  OBLIGATIONS  ISSUED  OR  GUARANTEED  BY  A  U.S.
GOVERNMENT  AGENCY  OR  INSTRUMENTALITY  MAY NOT BE BACKED BY THE FULL FAITH AND
CREDIT  OF  THE  UNITED  STATES.)

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

FUNDAMENTAL  INVESTMENT  RESTRICTIONS
     THE  FUND  HAS  ADOPTED  THE FOLLOWING FUNDAMENTAL INVESTMENT RESTRICTIONS.
THESE  RESTRICTIONS  CANNOT  BE CHANGED WITHOUT THE APPROVAL OF THE HOLDERS OF A
MAJORITY  OF  THE  OUTSTANDING  SHARES  OF  THE  FUND.

(1) THE FUND MAY NOT MAKE ANY INVESTMENT INCONSISTENT WITH ITS CLASSIFICATION AS
A  NONDIVERSIFIED  INVESTMENT  COMPANY  UNDER  THE  1940  ACT.
(2)  THE  FUND  MAY NOT CONCENTRATE ITS INVESTMENTS IN THE SECURITIES OF ISSUERS
PRIMARILY  ENGAGED  IN  ANY PARTICULAR INDUSTRY (OTHER THAN SECURITIES ISSUED OR
GUARANTEED  BY  THE  U.S.  GOVERNMENT  OR  ITS AGENCIES OR INSTRUMENTALITIES AND
REPURCHASE  AGREEMENTS  SECURED  THEREBY).
(3)  THE FUND MAY NOT ISSUE SENIOR SECURITIES OR BORROW MONEY, EXCEPT FROM BANKS
FOR  TEMPORARY OR EMERGENCY PURPOSES AND THEN ONLY IN AN AMOUNT UP TO 33 1/3% OF
THE  VALUE  OF ITS TOTAL ASSETS OR AS PERMITTED BY LAW AND EXCEPT BY ENGAGING IN
REVERSE  REPURCHASE  AGREEMENTS, WHERE ALLOWED. IN ORDER TO SECURE ANY PERMITTED
BORROWINGS  AND  REVERSE  REPURCHASE AGREEMENTS UNDER THIS SECTION, THE FUND MAY
PLEDGE,  MORTGAGE  OR  HYPOTHECATE  ITS  ASSETS.
(4)  THE  FUND  MAY  NOT  UNDERWRITE  THE SECURITIES OF OTHER ISSUERS, EXCEPT AS
PERMITTED  BY  THE  BOARD  OF  TRUSTEES WITHIN APPLICABLE LAW, AND EXCEPT TO THE
EXTENT  THAT IN CONNECTION WITH THE DISPOSITION OF ITS PORTFOLIO SECURITIES, THE
FUND  MAY  BE  DEEMED  TO  BE  AN  UNDERWRITER.
(5)  THE FUND MAY NOT INVEST DIRECTLY IN COMMODITIES OR REAL ESTATE, ALTHOUGH IT
MAY  INVEST  IN  SECURITIES  WHICH  ARE  SECURED  BY  REAL ESTATE OR REAL ESTATE
MORTGAGES  AND  SECURITIES  OF  ISSUERS  WHICH  INVEST  OR  DEAL IN COMMODITIES,
COMMODITY  FUTURES,  REAL  ESTATE OR REAL ESTATE MORTGAGES AND PROVIDED THAT THE
INCOME  FUND MAY PURCHASE OR SELL STOCK INDEX FUTURES, FOREIGN CURRENCY FUTURES,
INTEREST  RATE  FUTURES  AND  OPTIONS  THEREON.
(6) THE FUND MAY NOT MAKE LOANS, OTHER THAN THROUGH THE PURCHASE OF MONEY MARKET
INSTRUMENTS AND REPURCHASE AGREEMENTS OR BY THE PURCHASE OF BONDS, DEBENTURES OR
OTHER  DEBT SECURITIES, OR AS PERMITTED BY LAW. THE PURCHASE OF ALL OR A PORTION
OF  AN ISSUE OF PUBLICLY OR PRIVATELY DISTRIBUTED DEBT OBLIGATIONS IN ACCORDANCE
WITH  THE  FUND'S  INVESTMENT  OBJECTIVE,  POLICIES  AND RESTRICTIONS, SHALL NOT
CONSTITUTE  THE  MAKING  OF  A  LOAN.

NONFUNDAMENTAL  INVESTMENT  RESTRICTIONS
     THE  BOARD  OF TRUSTEES HAS ADOPTED THE FOLLOWING NONFUNDAMENTAL INVESTMENT
RESTRICTIONS.  A  NONFUNDAMENTAL  INVESTMENT  RESTRICTION  CAN BE CHANGED BY THE
BOARD  AT  ANY  TIME  WITHOUT  A  SHAREHOLDER  VOTE.

(1)  THE  FUND  DOES NOT INTEND TO MAKE ANY PURCHASES OF SECURITIES IF BORROWING
EXCEEDS  15%  OF  TOTAL  ASSETS.
(2)  THE  FUND MAY NOT PURCHASE A FUTURES CONTRACT OR AN OPTION THEREON IF, WITH
RESPECT  TO  POSITIONS  IN  FUTURES OR OPTIONS ON FUTURES WHICH DO NOT REPRESENT
BONA  FIDE  HEDGING,  THE  AGGREGATE INITIAL MARGIN AND PREMIUMS ON SUCH OPTIONS
WOULD  EXCEED  5%  OF  THE  FUND'S  NET  ASSET  VALUE.
(3)  THE  FUND  MAY  NOT  INVEST  IN  PUTS,  CALLS,  STRADDLES,  SPREAD,  OR ANY
COMBINATION  THEREOF,  EXCEPT  TO  THE  EXTENT  PERMITTED  BY THE PROSPECTUS AND
STATEMENT  OF  ADDITIONAL INFORMATION, AS EACH MAY FROM TIME TO TIME BE AMENDED.
(4)  THE FUND MAY NOT EFFECT SHORT SALES OR SECURITIES, EXCEPT (A) IF IT OWNS OR
HAS  THE  RIGHT  TO  OBTAIN  SECURITIES  EQUIVALENT  IN  KIND  AND AMOUNT TO THE
SECURITIES  SOLD  SHORT,  OR  (B)  IT  MAY  EFFECT  SHORT SALES OF U.S. TREASURY
SECURITIES  FOR  THE  LIMITED  PURPOSE  OF  HEDGING  THE  DURATION OF THE FUND'S
PORTFOLIO.  FOR  PURPOSES OF THIS RESTRICTION, TRANSACTIONS IN FUTURES CONTRACTS
AND  OPTIONS  ARE  NOT  DEEMED  TO  CONSTITUTE  SELLING  SECURITIES  SHORT.
(5)  THE  FUND  MAY  NOT  PURCHASE  SECURITIES  ON MARGIN, EXCEPT (1) FOR USE OF
SHORT-TERM  CREDIT  NECESSARY  FOR CLEARANCE OF PURCHASES AND SALES OF PORTFOLIO
SECURITIES  AND  (2)  IT  MAY  MAKE  MARGIN  DEPOSITS IN CONNECTION WITH FUTURES
CONTRACTS  OR  OPTIONS  ON  FUTURES  OR  OTHER  PERMISSIBLE  INVESTMENTS.
(6)  THE  FUND  MAY  NOT INVEST MORE THAN 30% OF ITS ASSETS IN THE SECURITIES OF
FOREIGN  ISSUERS,  INCLUDING  OBLIGATIONS OF FOREIGN BRANCHES OF U.S. BANKS, AND
U.S.  BRANCHES  OF  FOREIGN  BANKS.
(7) THE FUND MAY NOT PURCHASE ILLIQUID SECURITIES IF, AS A RESULT, MORE THAN 15%
OF  ITS  NET  ASSETS  WOULD  BE  INVESTED  IN  SUCH  SECURITIES.

     ANY  INVESTMENT  RESTRICTION  (OTHER  THAN  THOSE  REGARDING BORROWINGS AND
ILLIQUID  HOLDINGS)  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.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES
                       ----------------------------------

     THE  FUND  INTENDS  TO  QUALIFY  AS  REGULATED  INVESTMENT  COMPANIES UNDER
SUBCHAPTER  M  OF  THE  INTERNAL REVENUE CODE. IF FOR ANY REASON THE FUND SHOULD
FAIL  TO  QUALIFY,  IT WOULD BE TAXED AS A CORPORATION AT THE FUND LEVEL, RATHER
THAN  PASSING  THROUGH  ITS  INCOME  AND  GAINS  TO  SHAREHOLDERS.
     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. AS OF
SEPTEMBER  30,  1999,  THE  FUND  HAD  NO  TAX-LOSS  CARRYFORWARDS.
THE  FUND  IS REQUIRED TO WITHHOLD 31% OF ANY REPORTABLE DIVIDENDS AND LONG-TERM
CAPITAL  GAIN  DISTRIBUTIONS  PAID  AND  31%  OF  EACH  REPORTABLE  REDEMPTION
TRANSACTION,  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: (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 ALSO ARE GENERALLY NOT SUBJECT TO EITHER
REQUIREMENT  BUT,  ALONG  WITH  CERTAIN  FOREIGN  PARTNERSHIPS  AND  FOREIGN
CORPORATIONS,  MAY  INSTEAD  BE SUBJECT TO WITHHOLDING UNDER SECTION 1441 OF THE
INTERNAL  REVENUE  CODE. SHAREHOLDERS CLAIMING EXEMPTION FROM BACKUP WITHHOLDING
AND  BROKER  REPORTING  SHOULD  CALL  OR WRITE THE FUND FOR FURTHER INFORMATION.
     DIVIDENDS AND DISTRIBUTIONS ARE AUTOMATICALLY REINVESTED AT NET ASSET VALUE
IN  ADDITIONAL  SHARES.  SHAREHOLDERS  MAY  ELECT  TO  HAVE  THEIR DIVIDENDS AND
DISTRIBUTIONS  PAID  OUT  IN  CASH,  OR  INVESTED  AT NET ASSET VALUE IN ANOTHER
CALVERT  GROUP  FUND.
     DISTRIBUTIONS  FROM  REALIZED  NET  SHORT-TERM  CAPITAL  GAINS,  AS WELL AS
DIVIDENDS  FROM  NET INVESTMENT INCOME, ARE CURRENTLY TAXABLE TO SHAREHOLDERS AS
ORDINARY  INCOME.
     NET  LONG-TERM  CAPITAL  GAINS  DISTRIBUTIONS,  IF  ANY,  WILL GENERALLY BE
INCLUDABLE AS LONG-TERM CAPITAL GAIN IN THE GROSS INCOME OF SHAREHOLDERS WHO ARE
CITIZENS  OR  RESIDENTS  OF  THE UNITED STATES. WHETHER SUCH REALIZED SECURITIES
GAINS  AND  LOSSES  ARE  LONG-TERM  OR  SHORT-TERM  DEPENDS  ON  THE  PERIOD THE
SECURITIES  ARE HELD BY THE FUND, NOT THE PERIOD FOR WHICH THE SHAREHOLDER HOLDS
SHARES  OF  THE  FUND.
     DIVIDENDS  AND  DISTRIBUTIONS  ARE  TAXABLE  REGARDLESS OF WHETHER THEY ARE
REINVESTED  IN  ADDITIONAL  SHARES  OF  A FUND OR NOT. A SHAREHOLDER MAY ALSO BE
SUBJECT  TO  STATE AND LOCAL TAXES ON DIVIDENDS AND DISTRIBUTIONS FROM THE FUND.
THE  FUND  WILL NOTIFY SHAREHOLDERS EACH JANUARY AS TO THE FEDERAL TAX STATUS OF
DIVIDENDS  AND  DISTRIBUTIONS  PAID  BY  THE  FUND  AND  THE AMOUNT OF DIVIDENDS
WITHHELD,  IF  ANY,  DURING  THE  PREVIOUS  FISCAL  YEAR.

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

     THE  PUBLIC  OFFERING PRICE OF THE SHARES OF THE FUND IS THE RESPECTIVE NET
ASSET  VALUE  PER SHARE (PLUS, FOR CLASS A SHARES, THE APPLICABLE SALES CHARGE.)
THE  NET  ASSET  VALUE  FLUCTUATES  BASED  ON  THE  MARKET  VALUE  OF THE FUND'S
INVESTMENTS.  THE  NET  ASSET VALUE PER SHARE FOR EACH CLASS IS DETERMINED EVERY
BUSINESS  DAY  AS  OF  THE  CLOSE  OF  THE REGULAR SESSION OF THE NEW YORK STOCK
EXCHANGE  (NORMALLY  4:00  P.M.,  EASTERN TIME). 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, MARTIN LUTHER KING DAY, PRESIDENTS'
DAY,  GOOD  FRIDAY, MEMORIAL DAY, INDEPENDENCE DAY, LABOR DAY, THANKSGIVING DAY,
AND  CHRISTMAS  DAY.
     THE  FUND'S  NET  ASSET VALUE PER SHARE IS DETERMINED BY DIVIDING THE TOTAL
NET  ASSETS  (THE  VALUE  OF  ITS  ASSETS  NET OF LIABILITIES, INCLUDING ACCRUED
EXPENSES AND FEES) BY THE NUMBER OF SHARES OUTSTANDING FOR EACH CLASS. PORTFOLIO
SECURITIES 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.

NET  ASSET  VALUE  AND  OFFERING  PRICE  PER  SHARE,  AS  OF  SEPTEMBER 30, 1999

     CLASS  A  NET  ASSET  VALUE  PER  SHARE
     ($91,763,518  /5,371,502  SHARES)               $17.08
MAXIMUM  SALES  CHARGE,  CLASS  A
(3.75%  OF  OFFERING  PRICE)                           0.67
OFFERING  PRICE  PER  SHARE,  CLASS  A               $17.75

     CLASS B NET ASSET VALUE AND OFFERING PRICE PER SHARE
     ($1,231,275/72,175  SHARES)                     $17.06

     CLASS I NET ASSET VALUE AND OFFERING PRICE PER SHARE
     ($6,441,656/377,680  SHARES)                    $17.06

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

YIELD
     FROM TIME TO TIME, THE FUND MAY ADVERTISE ITS "YIELD". YIELD QUOTATIONS ARE
HISTORICAL,  AND  ARE  NOT  INTENDED  TO  INDICATE  FUTURE  PERFORMANCE. "YIELD"
QUOTATIONS  REFER  TO  THE  AGGREGATE  IMPUTED  YIELD-TO-MATURITY OF EACH OF THE
FUND'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 WHICH ARE ENTITLED TO
RECEIVE  DIVIDENDS,  TIMES  THE  MAXIMUM  OFFERING  PRICE ON THE LAST DAY OF THE
PERIOD  (SO THAT THE EFFECT OF THE SALES CHARGE IS INCLUDED IN THE CALCULATION),
COMPOUNDED  ON  A  "BOND EQUIVALENT," OR SEMI-ANNUAL, BASIS. THE FUND'S YIELD IS
COMPUTED  ACCORDING  TO  THE  FOLLOWING  FORMULA:

                            YIELD = 2(A-B/CD+1)6 - 1

WHERE  A  =  DIVIDENDS AND INTEREST EARNED DURING THE PERIOD USING THE AGGREGATE
IMPUTED YIELD-TO-MATURITY FOR EACH OF THE FUND'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 FUND'S YIELD FOR THE MONTH ENDED SEPTEMBER
30,  1999  WAS 6.41%, 5.12% AND 7.22% FOR CLASS A, B AND I SHARES, RESPECTIVELY.
     YIELD  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 THE FUND'S PERFORMANCE IN MEETING ITS INVESTMENT OBJECTIVE.

TOTAL  RETURN
     THE  FUND  MAY  ALSO  ADVERTISE "TOTAL RETURN." 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. 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 (LESS THE MAXIMUM SALES
CHARGE  IMPOSED  DURING  THE PERIOD CALCULATED); 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 FUND'S
MAXIMUM  SALES  CHARGE  "RETURN WITH MAXIMUM LOAD," EXCEPT QUOTATIONS OF "RETURN
WITHOUT  MAXIMUM  LOAD"  (OR "WITHOUT CDSC") WHICH DO NOT DEDUCT A SALES CHARGE.
THUS, IN THE ABOVE FORMULA, FOR TOTAL RETURN, P = THE ENTIRE $1,000 HYPOTHETICAL
INITIAL  INVESTMENT  AND DOES NOT REFLECT THE DEDUCTION OF ANY SALES CHARGE; FOR
ACTUAL  RETURN,  P  =  A  HYPOTHETICAL  INITIAL PAYMENT OF $1,000 LESS ANY SALES
CHARGE ACTUALLY IMPOSED AT THE BEGINNING OF THE PERIOD FOR WHICH THE PERFORMANCE
IS  BEING CALCULATED. RETURN FIGURES SHOULD BE CONSIDERED ONLY BY INVESTORS THAT
QUALIFY  FOR  A REDUCED SALES CHARGE OR NO SALES CHARGE, SUCH AS PARTICIPANTS IN
CERTAIN  PENSION  PLANS, TO WHOM THE SALES CHARGE DOES NOT APPLY. RETURN FIGURES
MAY  ALSO  BE CONSIDERED FOR PURPOSES OF COMPARISON ONLY WITH COMPARABLE FIGURES
WHICH ALSO DO NOT REFLECT SALES CHARGES, SUCH AS LIPPER AVERAGES. CLASS I SHARES
DO  NOT  HAVE  A  SALES  CHARGE.
     THE STANDARDIZED TOTAL RETURN FOR CLASS I SHARES IS "LINKED" TO THE CLASS A
TOTAL  RETURN.  THAT  IS,  CLASS I SHARES HAVE AN ACTUAL INCEPTION DATE OF 1999.
HOWEVER, CLASS A SHARES HAVE AN INCEPTION DATE OF SEVERAL YEARS EARLIER.  IN THE
TABLE  BELOW,  PERFORMANCE  RESULTS BEFORE THE CLASS I ACTUAL INCEPTION DATE ARE
FOR  CLASS  A  AT  NAV  (I.E.,  THEY DO NOT REFLECT THE DEDUCTION OF THE CLASS A
FRONT-END  SALES  CHARGE.)  BECAUSE CLASS A HAD HIGHER EXPENSES, ITS PERFORMANCE
WAS  LOWER  THAN  THE  CLASS  I  WOULD  HAVE  REALIZED  IN  THE  SAME  PERIOD.
NONSTANDARDIZED TOTAL RETURN FOR CLASS I SHARE MAY ALSO BE SHOWN FROM THE ACTUAL
CLASS  I  INCEPTION  DATE;  THIS  FIGURE  IS NOT LINKED TO CLASS A TOTAL RETURN.

     RETURN  FOR  THE  FUND'S  SHARES  FOR THE PERIODS INDICATED ARE AS FOLLOWS:

FOR PERIODS ENDED     CLASS A        CLASS B         CLASS C          CLASS I
SEPTEMBER 30, 1999  TOTAL RETURN   TOTAL RETURN    TOTAL RETURN     TOTAL RETURN
     WITH/WITHOUT MAXIMUM LOAD WITH/WITHOUT CDSC WITH/WITHOUT CDSC LINKED/ACTUAL

ONE YEAR
     6.58%     10.74%          N/A     N/A       N/A     N/A       11.02%    N/A
FIVE YEARS
     9.21%     10.05%          N/A     N/A       N/A     N/A       10.10%    N/A
TEN  YEARS
     8.31%      8.73%          N/A     N/A       N/A     N/A        8.75%    N/A
SINCE INCEPTION
     9.80%     10.05%         (2.94%)  1.06%     N/A     N/A           -   5.83%

INCEPTION  DATE:  OCTOBER  12, 1982 FOR CLASS A; JULY 31, 1999 FOR CLASS B; JULY
14,  2000  FOR  CLASS  C;  FEBRUARY  26,  1999  FOR  ACTUAL  CLASS  I.

                        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.
     AMOUNTS  REDEEMED BY CHECK REDEMPTION MAY BE MAILED TO THE INVESTOR WITHOUT
CHARGE.  AMOUNTS  OF  MORE  THAN  $50  AND LESS THAN $300,000 MAY BE TRANSFERRED
ELECTRONICALLY  AT  NO CHARGE TO THE INVESTOR. AMOUNTS OF $1,000 OR MORE WILL BE
TRANSMITTED  BY  WIRE  WITHOUT CHARGE BY THE FUND TO THE INVESTOR'S ACCOUNT AT A
DOMESTIC  COMMERCIAL BANK THAT IS A MEMBER OF THE FEDERAL RESERVE SYSTEM OR TO A
CORRESPONDENT  BANK.  A  CHARGE  OF $5 IS IMPOSED ON WIRE TRANSFERS OF LESS THAN
$1,000.  IF  THE INVESTOR'S BANK IS NOT A FEDERAL RESERVE SYSTEM MEMBER, FAILURE
OF IMMEDIATE NOTIFICATION TO THAT BANK BY THE CORRESPONDENT BANK COULD RESULT IN
A  DELAY  IN  CREDITING  THE  FUNDS  TO  THE  INVESTOR'S  BANK  ACCOUNT.
     TELEPHONE  REDEMPTION REQUESTS WHICH WOULD REQUIRE THE REDEMPTION OF SHARES
PURCHASED  BY CHECK OR ELECTRONIC FUNDS TRANSFER WITHIN THE PREVIOUS 10 BUSINESS
DAYS  MAY  NOT  BE  HONORED. THE FUND RESERVES THE RIGHT TO MODIFY THE TELEPHONE
REDEMPTION  PRIVILEGE.
     EXISTING  SHAREHOLDERS  WHO AT ANY TIME DESIRE TO ARRANGE FOR THE TELEPHONE
REDEMPTION  PROCEDURE,  OR  TO  CHANGE  INSTRUCTIONS  ALREADY GIVEN, MUST SEND A
WRITTEN  NOTICE  EITHER TO THE BROKER THROUGH WHICH THE 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 THE WRITTEN OR
TELEPHONE  REDEMPTION  REQUEST.  IF  THE INVESTOR SO INSTRUCTS IN THE REDEMPTION
REQUEST,  THE  CHECK  WILL  BE  MAILED  OR  THE  REDEMPTION  PROCEEDS WIRED TO A
PREDESIGNATED  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 OR WIRED
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.

                                   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 NATION'S 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, DECEMBER 31, 1999). CALVERT GROUP WAS ALSO THE
FIRST  TO  OFFER  A  FAMILY  OF  SOCIALLY  RESPONSIBLE  MUTUAL  FUND PORTFOLIOS.

                              TRUSTEES AND OFFICERS
                              ---------------------

     THE  FUND'S  BOARD OF TRUSTEES SUPERVISES THE FUND'S ACTIVITIES AND REVIEWS
ITS  CONTRACTS  WITH  COMPANIES  THAT  PROVIDE  IT  WITH  SERVICES.
     RICHARD  L.  BAIRD, JR., TRUSTEE. MR. BAIRD IS EXECUTIVE VICE PRESIDENT FOR
THE  FAMILY  HEALTH  COUNCIL,  INC.  IN  PITTSBURGH,  PENNSYLVANIA, A NON-PROFIT
CORPORATION  WHICH  PROVIDES FAMILY PLANNING SERVICES, NUTRITION, MATERNAL/CHILD
HEALTH  CARE,  AND  VARIOUS  HEALTH  SCREENING  SERVICES.  MR.  BAIRD  IS  A
TRUSTEE/DIRECTOR  OF  EACH  OF  THE INVESTMENT COMPANIES IN THE CALVERT GROUP OF
FUNDS,  EXCEPT  FOR  CALVERT VARIABLE SERIES, INC., CALVERT NEW WORLD FUND, INC.
AND  CALVERT WORLD VALUES FUND, INC. DOB: 05/09/48. ADDRESS: 211 OVERLOOK DRIVE,
PITTSBURGH,  PENNSYLVANIA  15216.
     FRANK  H. BLATZ, JR., ESQ., TRUSTEE. MR. BLATZ IS A PARTNER IN THE LAW FIRM
OF SNEVILY, ELY, WILLIAMS & BLATZ. HE WAS FORMERLY A PARTNER WITH ABRAMS, BLATZ,
GRAN,  HENDRICKS & REINA, P.A. HE IS ALSO A DIRECTOR OF CALVERT VARIABLE SERIES,
INC.  DOB: 10/29/35. ADDRESS: 282 SOUTH AVENUE, SUITE 201, P.O. BOX 207 FANWOOD,
NJ  07023.
     CHARLES  E.  DIEHL, TRUSTEE. MR. DIEHL IS A SELF-EMPLOYED CONSULTANT AND IS
VICE  PRESIDENT  AND  TREASURER EMERITUS OF THE GEORGE WASHINGTON UNIVERSITY. HE
HAS  RETIRED  FROM  UNIVERSITY  SUPPORT  SERVICES,  INC.  OF  HERNDON, VIRGINIA.
FORMERLY, HE WAS A DIRECTOR OF ACACIA LIFE INSURANCE COMPANY, AND IS CURRENTLY A
DIRECTOR  OF  SERVUS  FINANCIAL  CORPORATION. DOB: 10/13/22. ADDRESS: 1658 QUAIL
HOLLOW  COURT,  MCLEAN,  VIRGINIA  22101.
     DOUGLAS  E.  FELDMAN,  M.D.,  TRUSTEE.  DR.  FELDMAN IS MANAGING PARTNER OF
FELDMAN  OTOLARYNGOLOGY, HEAD AND NECK SURGERY IN WASHINGTON, D.C. A GRADUATE OF
HARVARD  MEDICAL  SCHOOL,  HE IS ASSOCIATE PROFESSOR OF OTOLARYNGOLOGY, HEAD AND
NECK  SURGERY  AT GEORGETOWN UNIVERSITY AND GEORGE WASHINGTON UNIVERSITY MEDICAL
SCHOOL,  AND  PAST  CHAIRMAN  OF THE DEPARTMENT OF OTOLARYNGOLOGY, HEAD AND NECK
SURGERY AT THE WASHINGTON HOSPITAL CENTER. HE IS INCLUDED IN THE BEST DOCTORS IN
AMERICA. DOB: 05/23/48. ADDRESS: 7536 PEPPERELL DRIVE, BETHESDA, MARYLAND 20817.
     PETER W. GAVIAN, CFA, TRUSTEE. MR. GAVIAN IS PRESIDENT OF CORPORATE FINANCE
OF  WASHINGTON,  INC. FORMERLY, HE WAS A PRINCIPAL OF GAVIAN DE VAUX ASSOCIATES,
AN  INVESTMENT  BANKING  FIRM.  HE  IS ALSO A CHARTERED FINANCIAL ANALYST AND AN
ACCREDITED SENIOR BUSINESS APPRAISER. DOB: 12/08/32. ADDRESS: 3005 FRANKLIN ROAD
NORTH,  ARLINGTON,  VIRGINIA  22201-3917.
     JOHN  G.  GUFFEY,  JR.,  TRUSTEE. MR. GUFFEY IS EXECUTIVE VICE PRESIDENT OF
CALVERT  SOCIAL  INVESTMENT FUND. HE IS ON THE BOARD OF DIRECTORS 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,  A  DIRECTOR  OF ARIEL FUNDS, 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  VARIABLE  SERIES,  INC.  AND  CALVERT  NEW  WORLD  FUND, INC. DOB:
05/15/48.  ADDRESS:  388  CALLE  COLINA  SANTA  FE,  NM  87501.
     MR.  GUFFEY  HAS  BEEN  ADVISED THAT THE SECURITIES AND EXCHANGE COMMISSION
("SEC")  HAS  ENTERED  AN  ORDER AGAINST HIM RELATING TO HIS FORMER SERVICE AS A
DIRECTOR  OF COMMUNITY BANKERS MUTUAL FUND, INC. THIS FUND IS NOT CONNECTED WITH
ANY  CALVERT FUND OR THE CALVERT GROUP AND CEASED OPERATIONS IN SEPTEMBER, 1994.
MR.  GUFFEY CONSENTED TO THE ENTRY OF THE ORDER WITHOUT ADMITTING OR DENYING THE
FINDINGS  IN  THE  ORDER.  THE  ORDER  CONTAINS FINDINGS THAT: (1) THE COMMUNITY
BANKERS  MUTUAL  FUND'S  PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION WERE
MATERIALLY  FALSE  AND  MISLEADING  BECAUSE  THEY  MISSTATED  OR FAILED TO STATE
MATERIAL  FACTS  CONCERNING  THE  PRICING  OF  FUND SHARES AND THE PERCENTAGE OF
ILLIQUID  SECURITIES IN THE FUND'S PORTFOLIO AND THAT MR. GUFFEY, AS A MEMBER OF
THE  FUND'S  BOARD,  SHOULD  HAVE  KNOWN  OF  THESE  MISSTATEMENTS AND THEREFORE
VIOLATED  THE SECURITIES ACT OF 1933; (2) THE PRICE OF THE FUND'S SHARES SOLD TO
THE  PUBLIC  WAS  NOT  BASED  ON  THE  CURRENT NET ASSET VALUE OF THE SHARES, IN
VIOLATION  OF THE INVESTMENT COMPANY ACT OF 1940 (THE "INVESTMENT COMPANY ACT");
AND  (3)  THE  BOARD  OF THE FUND, INCLUDING MR. GUFFEY, VIOLATED THE INVESTMENT
COMPANY  ACT  BY  DIRECTING  THE  FILING  OF  A  MATERIALLY  FALSE  REGISTRATION
STATEMENT.  THE ORDER DIRECTED MR. GUFFEY TO CEASE AND DESIST FROM COMMITTING OR
CAUSING  FUTURE  VIOLATIONS AND TO PAY A CIVIL PENALTY OF $5,000. THE SEC PLACED
NO  RESTRICTIONS ON MR. GUFFEY'S CONTINUING TO SERVE AS A TRUSTEE OR DIRECTOR OF
MUTUAL  FUNDS.
     *BARBARA  J.  KRUMSIEK,  PRESIDENT  AND  TRUSTEE.  MS.  KRUMSIEK  SERVES AS
PRESIDENT,  CHIEF EXECUTIVE OFFICER AND VICE CHAIRMAN OF CALVERT GROUP, LTD. AND
AS  AN  OFFICER  AND  DIRECTOR  OF  EACH  OF  ITS AFFILIATED COMPANIES. SHE IS A
DIRECTOR  OF  CALVERT-SLOAN  ADVISERS, L.L.C., AND A TRUSTEE/DIRECTOR OF EACH OF
THE  INVESTMENT  COMPANIES IN THE CALVERT GROUP OF FUNDS, AS WELL AS SENIOR VICE
PRESIDENT  OF  CALVERT  SOCIAL  INVESTMENT FUND. MS. KRUMSIEK IS ON THE BOARD OF
DIRECTORS  OF THE CALVERT SOCIAL INVESTMENT FOUNDATION. PRIOR TO JOINING CALVERT
GROUP, MS. KRUMSIEK SERVED AS A MANAGING DIRECTOR OF ALLIANCE FUND DISTRIBUTORS,
INC.  DOB:  08/09/52.
     M.  CHARITO  KRUVANT, TRUSTEE. MS. KRUVANT IS PRESIDENT AND CEO OF CREATIVE
ASSOCIATES  INTERNATIONAL,  INC.,  A  FIRM  THAT  SPECIALIZES IN HUMAN RESOURCES
DEVELOPMENT,  INFORMATION  MANAGEMENT,  PUBLIC  AFFAIRS  AND  PRIVATE ENTERPRISE
DEVELOPMENT.  SHE  IS  ALSO  A  DIRECTOR  OF  ACACIA  FEDERAL SAVINGS BANK. DOB:
12/08/45.  ADDRESS:  5301  WISCONSIN  AVENUE,  N.W.,  WASHINGTON,  D.C.  20015.
     ARTHUR J. PUGH, TRUSTEE. MR. PUGH IS A DIRECTOR OF CALVERT VARIABLE SERIES,
INC.,  AND  SERVES  AS A DIRECTOR OF ACACIA FEDERAL SAVINGS BANK. DOB: 09/24/37.
ADDRESS:  4823  PRESTWICK  DRIVE,  FAIRFAX,  VIRGINIA  22030.
     *DAVID  R.  ROCHAT,  SENIOR  VICE  PRESIDENT  AND  TRUSTEE.  MR.  ROCHAT IS
EXECUTIVE VICE PRESIDENT OF CALVERT ASSET MANAGEMENT COMPANY, INC., DIRECTOR AND
SECRETARY OF GRADY, BERWALD AND CO., INC., AND DIRECTOR AND PRESIDENT OF CHELSEA
SECURITIES,  INC.  HE  IS THE SENIOR VICE PRESIDENT OF FIRST VARIABLE RATE FUND,
CALVERT  TAX-FREE RESERVES, CALVERT MUNICIPAL FUND, INC., CALVERT CASH RESERVES,
AND  THE  CALVERT  FUND. DOB: 10/07/37. ADDRESS: BOX 93, CHELSEA, VERMONT 05038.
     *D.  WAYNE SILBY, ESQ., TRUSTEE. MR. SILBY IS A TRUSTEE/DIRECTOR OF EACH OF
THE  INVESTMENT  COMPANIES  IN  THE  CALVERT  GROUP OF FUNDS, EXCEPT FOR CALVERT
VARIABLE  SERIES,  INC.  AND CALVERT NEW WORLD FUND, INC. HE IS THE PRESIDENT OF
CALVERT  SOCIAL INVESTMENT FUND. MR. SILBY IS EXECUTIVE CHAIRMAN OF GROUP SERVE,
INC., AN INTERNET COMPANY FOCUSED ON COMMUNITY BUILDING COLLABORATIVE TOOLS, AND
AN  OFFICER,  DIRECTOR  AND  SHAREHOLDER OF SILBY, GUFFEY & COMPANY, INC., WHICH
SERVES AS GENERAL PARTNER OF CALVERT SOCIAL VENTURE PARTNERS ("CSVP"). CSVP IS A
VENTURE  CAPITAL  FIRM  INVESTING IN SOCIALLY RESPONSIBLE SMALL COMPANIES. HE IS
ALSO  A  DIRECTOR  OF  ACACIA LIFE INSURANCE COMPANY AND CHAIRMAN OF THE CALVERT
SOCIAL  INVESTMENT  FOUNDATION.  DOB:  7/20/48. ADDRESS: 1715 18TH STREET, N.W.,
WASHINGTON,  D.C.  20009.
     RENO  J.  MARTINI,  SENIOR  VICE  PRESIDENT.  MR. MARTINI IS A DIRECTOR AND
SENIOR  VICE  PRESIDENT  OF  CALVERT  GROUP, LTD., AND SENIOR VICE PRESIDENT AND
CHIEF  INVESTMENT  OFFICER OF CALVERT ASSET MANAGEMENT COMPANY, INC. MR. MARTINI
IS  ALSO  A  DIRECTOR  AND  PRESIDENT  OF  CALVERT-SLOAN ADVISERS, L.L.C., AND A
DIRECTOR  AND  OFFICER  OF  CALVERT  NEW  WORLD  FUND.  DOB:  1/13/50.
     RONALD  M.  WOLFSHEIMER,  CPA,  TREASURER.  MR.  WOLFSHEIMER IS SENIOR VICE
PRESIDENT  AND  CHIEF  FINANCIAL  OFFICER  OF  CALVERT  GROUP,  LTD.  AND  ITS
SUBSIDIARIES  AND  AN  OFFICER  OF EACH OF THE OTHER INVESTMENT COMPANIES IN THE
CALVERT  GROUP  OF  FUNDS.  MR.  WOLFSHEIMER  IS VICE PRESIDENT AND TREASURER OF
CALVERT-SLOAN  ADVISERS,  L.L.C.,  AND  A DIRECTOR OF CALVERT DISTRIBUTORS, INC.
DOB:  07/24/47.
     WILLIAM  M. TARTIKOFF, ESQ., VICE PRESIDENT AND SECRETARY. MR. TARTIKOFF IS
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  LIFE  INSURANCE COMPANY. DOB: 08/12/47.
     DANIEL  K.  HAYES,  VICE  PRESIDENT. MR. HAYES IS VICE PRESIDENT OF CALVERT
ASSET  MANAGEMENT  COMPANY,  INC.,  AND  IS  AN  OFFICER  OF  EACH  OF THE OTHER
INVESTMENT COMPANIES IN THE CALVERT GROUP OF FUNDS, EXCEPT FOR CALVERT NEW WORLD
FUND,  INC.  DOB:  09/09/50.
     SUSAN  WALKER  BENDER,  ESQ.,  ASSISTANT SECRETARY. MS. BENDER IS ASSOCIATE
GENERAL  COUNSEL  OF  CALVERT  GROUP,  LTD.  AND  AN  OFFICER  OF  EACH  OF  ITS
SUBSIDIARIES  AND  CALVERT-SLOAN ADVISERS, L.L.C. SHE IS ALSO AN OFFICER OF EACH
OF  THE OTHER INVESTMENT COMPANIES IN THE CALVERT GROUP OF FUNDS. DOB: 01/29/59.
     IVY  WAFFORD DUKE, ESQ., ASSISTANT SECRETARY. MS. DUKE IS ASSOCIATE GENERAL
COUNSEL  OF  CALVERT  GROUP  AND  AN  OFFICER  OF  EACH  OF ITS SUBSIDIARIES AND
CALVERT-SLOAN  ADVISERS,  L.L.C.  SHE  IS  ALSO  AN OFFICER OF EACH OF THE OTHER
INVESTMENT COMPANIES IN THE CALVERT GROUP OF FUNDS. SHE ALSO SERVES AS SECRETARY
AND  PROVIDES  COUNSEL  TO  THE  CALVERT  SOCIAL INVESTMENT FOUNDATION. PRIOR TO
WORKING AT CALVERT GROUP, MS. DUKE WAS AN ASSOCIATE IN THE INVESTMENT MANAGEMENT
GROUP  OF  THE  BUSINESS  AND FINANCE DEPARTMENT AT DRINKER BIDDLE & REATH. DOB:
09/07/68.
     VICTOR  FRYE, ESQ., ASSISTANT SECRETARY AND COMPLIANCE OFFICER. MR. FRYE IS
COUNSEL  AND  COMPLIANCE  OFFICER OF CALVERT GROUP AND AN OFFICER OF EACH OF ITS
SUBSIDIARIES AND CALVERT-SLOAN ADVISERS, L.L.C. HE IS ALSO AN OFFICER OF EACH OF
THE  OTHER  INVESTMENT COMPANIES IN THE CALVERT GROUP OF FUNDS. PRIOR TO WORKING
AT  CALVERT GROUP, MR. FRYE WAS COUNSEL AND MANAGER OF THE COMPLIANCE DEPARTMENT
AT  THE  ADVISORS  GROUP.  DOB:  10/15/58.
     JENNIFER  P.  STREAKS,  ESQ., ASSISTANT SECRETARY. MS. STREAKS IS ASSISTANT
GENERAL  COUNSEL OF CALVERT GROUP AND AN OFFICER OF EACH OF ITS SUBSIDIARIES AND
CALVERT-SLOAN  ADVISERS,  L.L.C.  SHE  IS  ALSO  AN OFFICER OF EACH OF THE OTHER
INVESTMENT  COMPANIES  IN  THE  CALVERT  GROUP  OF  FUNDS.  DOB: AUGUST 2, 1971.
     MICHAEL V.YUHAS JR., CPA, CONTROLLER OF FUNDS. MR. YUHAS IS THE DIRECTOR OF
FUND  ADMINISTRATION OF CALVERT GROUP, LTD., AND AN OFFICER OF EACH OF THE OTHER
INVESTMENT  COMPANIES  IN  THE  CALVERT  GROUP  OF  FUNDS.  DOB:  08/04/61.
     THE  ADDRESS  OF  TRUSTEES  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.
     EACH OF THE ABOVE TRUSTEES AND OFFICERS IS A DIRECTOR/TRUSTEE OR OFFICER OF
EACH  OF  THE  INVESTMENT  COMPANIES  IN  THE  CALVERT  GROUP  OF FUNDS WITH THE
EXCEPTION OF CALVERT SOCIAL INVESTMENT FUND, OF WHICH ONLY MESSRS. BAIRD, GUFFEY
AND  SILBY AND MS. KRUMSIEK AND KRUVANT ARE AMONG THE TRUSTEES, CALVERT VARIABLE
SERIES,  INC.,  OF WHICH ONLY MESSRS. BLATZ, DIEHL AND PUGH AND MS. KRUMSIEK ARE
AMONG  THE  DIRECTORS,  CALVERT  WORLD  VALUES FUND, INC., OF WHICH ONLY MESSRS.
GUFFEY AND SILBY AND MS. KRUMSIEK ARE AMONG THE DIRECTORS, AND CALVERT NEW WORLD
FUND,  INC., OF WHICH ONLY MS. KRUMSIEK AND MR. MARTINI ARE AMONG THE DIRECTORS.
     THE  AUDIT  COMMITTEE  OF  THE  BOARD  IS COMPOSED OF MESSRS. BAIRD, BLATZ,
FELDMAN,  GUFFEY, PUGH, AND MS. KRUVANT. THE BOARD'S INVESTMENT POLICY COMMITTEE
IS  COMPOSED  OF  MESSRS.  DIEHL,  GAVIAN,  ROCHAT,  SILBY,  AND  MS.  KRUMSIEK.
     DURING  FISCAL  1999,  TRUSTEES  OF THE FUND NOT AFFILIATED WITH THE FUND'S
ADVISOR  WERE  PAID $5,991. 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 $1,500 FOR EACH
REGULAR  BOARD  OR COMMITTEE MEETING ATTENDED; SUCH FEES ARE ALLOCATED AMONG THE
RESPECTIVE  FUNDS  ON  THE  BASIS  OF  NET  ASSETS.
     TRUSTEES  OF  THE  FUND NOT AFFILIATED WITH THE FUND'S ADVISOR MAY ELECT TO
DEFER  RECEIPT  OF ALL OR A PERCENTAGE OF THEIR FEES AND INVEST THEM IN ANY FUND
IN  THE  CALVERT FAMILY OF FUNDS THROUGH THE TRUSTEES DEFERRED COMPENSATION PLAN
(SHOWN  AS  "PENSION  OR  RETIREMENT BENEFITS ACCRUED AS PART OF FUND EXPENSES,"
BELOW).  DEFERRAL  OF  THE  FEES IS DESIGNED TO MAINTAIN THE PARTIES IN THE SAME
POSITION  AS  IF THE FEES WERE PAID ON A CURRENT BASIS. MANAGEMENT BELIEVES THIS
WILL HAVE A NEGLIGIBLE EFFECT ON THE FUND'S ASSETS, LIABILITIES, NET ASSETS, AND
NET  INCOME  PER SHARE, AND WILL ENSURE THAT THERE IS NO DUPLICATION OF ADVISORY
FEES.

                           TRUSTEE COMPENSATION TABLE
                                FISCAL YEAR 1999
                               (UNAUDITED NUMBERS)

        AGGREGATE COMPENSATION   PENSION OR RETIREMENT   TOTAL COMPENSATION FROM
   FROM REGISTRANT FOR SERVICE   BENEFITS ACCRUED AS PART    REGISTRANT AND FUND
NAME OF TRUSTEE     AS TRUSTEE   OF REGISTRANT EXPENSES*     COMPLEX PAID TO
TRUSTEE**

RICHARD L. BAIRD, JR.  $36,250   $0                          $39,250
FRANK H. BLATZ, JR.    $37,749   $37,749                     $48,250
CHARLES  E.  DIEHL     $37,749   $0                          $48,250
DOUGLAS  E.  FELDMAN   $37,000   $0                          $37,000
PETER  W.  GAVIAN      $37,000   $0                          $37,000
JOHN G. GUFFEY, JR.    $36,249   $7,032                      $56,365
M. CHARITO KRUVANT     $35,501   $21,300                     $45,250
ARTHUR  J.  PUGH       $37,750   $0                          $48,250
D.  WAYNE  SILBY       $32,500   $0                          $60,831

*MESSRS.  BLATZ,  DIEHL,  GAVIAN,  PUGH,  GUFFEY, AND MS. KRUVANT HAVE CHOSEN TO
DEFER  A PORTION OF THEIR COMPENSATION. AS OF SEPTEMBER 30, 1999, TOTAL DEFERRED
COMPENSATION,  INCLUDING  DIVIDENDS  AND  CAPITAL  APPRECIATION,  WAS  $610,683,
$835,804,  $110,429,  $220,237,  $11,021  AND  $57,932,  FOR  EACH  OF  THEM,
RESPECTIVELY.
**FOR  THE  FISCAL  YEAR  ENDED SEPTEMBER 30, 1999, THE FUND COMPLEX CONSISTS OF
NINE  (9)  REGISTERED  INVESTMENT  COMPANIES.

                               INVESTMENT ADVISOR
                               ------------------

     THE  CALVERT FUND'S INVESTMENT ADVISOR IS CALVERT ASSET MANAGEMENT COMPANY,
INC.,  4550 MONTGOMERY AVENUE, BETHESDA, MARYLAND 20814, A SUBSIDIARY OF CALVERT
GROUP,  LTD.,  WHICH  IS  A  SUBSIDIARY  OF  ACACIA  LIFE  INSURANCE  COMPANY OF
WASHINGTON,  D.C.  ("ACACIA"). EFFECTIVE JANUARY 1, 1999, ACACIA MERGED WITH AND
BECAME  A  SUBSIDIARY  OF  AMERITAS  ACACIA  MUTUAL  HOLDING  COMPANY.
     THE  ADVISORY CONTRACT BETWEEN THE CALVERT FUND AND THE ADVISOR WILL REMAIN
IN  EFFECT  UNTIL  JANUARY  3,  2001, AND FROM YEAR TO YEAR THEREAFTER, PROVIDED
CONTINUANCE  IS  APPROVED AT LEAST ANNUALLY BY 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 CALVERT
FUND AND OVERSEES THE 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  0.40%  OF  THE  AVERAGE  DAILY  NET  ASSETS  OF  CALVERT  INCOME  FUND.
     THE  ADVISOR  PROVIDES THE FUND WITH INVESTMENT ADVICE AND RESEARCH, OFFICE
SPACE,  FURNISHES  EXECUTIVE  AND OTHER PERSONNEL TO THE FUND, PAYS THE SALARIES
AND FEES OF ALL TRUSTEES WHO ARE AFFILIATED PERSONS OF THE ADVISOR, AND PAYS ALL
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 OPERATING EXPENSES, INCLUDING
CUSTODIAL  AND  TRANSFER  AGENCY FEES, FEDERAL AND STATE SECURITIES REGISTRATION
FEES, LEGAL AND AUDIT FEES, AND BROKERAGE COMMISSIONS AND OTHER COSTS ASSOCIATED
WITH  THE  PURCHASE  AND  SALE  OF  PORTFOLIO  SECURITIES.
     FOR  THE  FISCAL  YEARS  ENDED  SEPTEMBER 30, 1997, 1998, AND 1999, CALVERT
INCOME  FUND PAID ADVISORY FEES OF $29,440, $278,234, AND $285,313 RESPECTIVELY.
INVESTMENT ADVISORY FEES ARE ALLOCATED AS A PORTFOLIO-LEVEL EXPENSE BASED ON NET
ASSETS.

                          ADMINISTRATIVE SERVICES AGENT
                          -----------------------------

     CALVERT  ADMINISTRATIVE  SERVICES  COMPANY  ("CASC"),  AN  AFFILIATE OF THE
ADVISOR,  HAS  BEEN  RETAINED  BY  THE  FUND  TO  PROVIDE CERTAIN ADMINISTRATIVE
SERVICES  NECESSARY  TO THE CONDUCT OF ITS AFFAIRS, INCLUDING THE PREPARATION OF
REGULATORY  FILINGS  AND  SHAREHOLDER REPORTS. FOR PROVIDING SUCH SERVICES, CASC
RECEIVES  AN  ANNUAL  ADMINISTRATIVE
SERVICES  FEE  PAYABLE  MONTHLY  (AS  A  %  OF  NET  ASSETS)  AS  FOLLOWS:

CLASS A, B AND C     CLASS  I
0.30%                0.10%

     THE  ADMINISTRATIVE  SERVICES  FEES PAID TO CASC BY THE FUND FOR THE FISCAL
YEAR  ENDED  SEPTEMBER  30,  1999, WERE $115,104. NO SUCH FEES WERE PAID FOR ANY
EARLIER  PERIODS.  ADMINISTRATIVE  SERVICES  FEES ARE ALLOCATED AS A CLASS-LEVEL
EXPENSE,  BASED  ON  NET  ASSETS.

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

     CALVERT  DISTRIBUTORS,  INC.  ("CDI")  IS  THE  PRINCIPAL  UNDERWRITER  AND
DISTRIBUTOR FOR THE FUND. 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.
     PURSUANT  TO  RULE 12B-1 UNDER THE INVESTMENT COMPANY ACT OF 1940, THE FUND
HAS  ADOPTED  DISTRIBUTION  PLANS  WHICH  PERMITS  IT  TO  PAY  CERTAIN EXPENSES
ASSOCIATED  WITH THE DISTRIBUTION AND SERVICING OF ITS SHARES. SUCH EXPENSES MAY
NOT EXCEED, ON AN ANNUAL BASIS, 0.50%, 1.00%, AND 1.00% OF THE AVERAGE DAILY NET
ASSETS  OF  THE  FUND'S  CLASS  A,  B,  AND  C SHARES, RESPECTIVELY. THE CLASS A
DISTRIBUTION  PLAN REIMBURSES CDI ONLY FOR EXPENSES IT INCURS, WHILE THE CLASS B
AND  C  DISTRIBUTION  PLANS  COMPENSATE  CDI  AT  A SET RATE REGARDLESS OF CDI'S
EXPENSES.
     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.  IF  THE  FUND  SHOULD EVER SWITCH TO A NEW PRINCIPAL UNDERWRITER
WITHOUT  TERMINATING THE CLASS B PLAN, THE FEE WOULD BE PRORATED BETWEEN CDI AND
THE  NEW  PRINCIPAL  UNDERWRITER.  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.
THE  ADVISOR  AND/OR CDI AGREED TO PAY CERTAIN FIRMS COMPENSATION BASED ON SALES
OF  FUND SHARES OR ASSETS HELD IN THOSE FIRMS' FUND ACCOUNTS FOR THEIR MARKETING
AND  DISTRIBUTION  OF THE FUND SHARES, ABOVE THE USUAL SALES CHARGES AND SERVICE
FEES.  THIS  LIST MAY BE CHANGED FROM TIME TO TIME. AS OF DECEMBER 31, 1999, THE
ADVISOR  AND/OR CDI HAD SPECIAL ARRANGEMENTS WITH THE FOLLOWING FIRMS: FIDELITY,
MORGAN  STANLEY  DEAN  WITTER,  PRUDENTIAL  SECURITIES,  SALOMON  SMITH  BARNEY,
AMERICAN  EXPRESS  FINANCIAL  ADVISORS,  MERRILL  LYNCH, AND THE ADVISORS GROUP.
     THE  FUND  HAS ENTERED INTO AN AGREEMENT WITH CDI AS PRINCIPAL UNDERWRITER.
CDI,  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 AND A SERVICE FEE FROM THE FUND BASED
ON THE AVERAGE DAILY NET ASSETS OF THE FUND'S RESPECTIVE CLASSES. THESE FEES ARE
PAID  PURSUANT TO THE FUND'S DISTRIBUTION PLAN. TOTAL DISTRIBUTION PLAN EXPENSES
PAID  TO  CDI  BY  THE  FUND  FOR  THE FISCAL YEAR ENDED SEPTEMBER 30, 1999 WERE
$84,053  FOR  CLASS  A AND $897 FOR CLASS B. FOR THE FISCAL YEAR ENDED SEPTEMBER
30,  1999,  THE  FUND'S DISTRIBUTION PLAN EXPENSES FOR EACH CLASS WERE SPENT FOR
THE  FOLLOWING  PURPOSES:

                                     CLASS  A     CLASS  B     CLASS  I
COMPENSATION  TO  BROKER-DEALERS     $84,052      $241              N/A
COMPENSATION  TO  SALES  PERSONNEL         -         -                -
ADVERTISING                                -       656                -
PRINTING  AND MAILING OF PROSPECTUSES
TO OTHER THAN CURRENT  SHAREHOLDERS        -         -                -
COMPENSATION  TO  UNDERWRITERS             -         -                -
INTEREST,  FINANCING  CHARGES              -         -                -
OTHER                                      -         -                -


                          DEALER REALLOWANCE (CLASS A)

SHARES  ARE OFFERED AT NET ASSET VALUE PLUS A FRONT-END SALES CHARGE AS FOLLOWS:

                                   AS A % OF     AS A % OF       ALLOWED TO
AMOUNT  OF                         OFFERING      NET  AMOUNT   BROKERS AS A % OF
INVESTMENT                         PRICE         INVESTED        OFFERING 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%          0.00%*


     CDI  RECEIVES  ANY  FRONT-END  SALES  CHARGE OR CDSC PAID. A PORTION OF THE
FRONT-END  SALES  CHARGE  MAY  BE  REALLOWED TO DEALERS. THE AGGREGATE AMOUNT OF
SALES  CHARGES  (GROSS UNDERWRITING COMMISSIONS) AND FOR THE NET AMOUNT RETAINED
BY  CDI  (I.E.,  NOT  REALLOWED TO DEALERS) FOR THE LAST THREE FISCAL YEARS ARE:

FISCAL  YEAR           1997                1998                     1999
CLASS  A          GROSS     NET       GROSS     NET           GROSS      NET
                  $31,699   $11,471   $49,042   $20,132       $181,321   $96,342

FISCAL  YEAR           1997                1998                     1999
CLASS  B          GROSS     NET       GROSS     NET           GROSS      NET
                  N/A       N/A       N/A       N/A           $427       $0

FISCAL  YEAR          1997                 1998                     1999
CLASS  I          GROSS     NET       GROSS     NET           GROSS      NET
                  N/A       N/A       N/A       N/A          $0          $0

     FUND  TRUSTEES  AND CERTAIN OTHER AFFILIATED PERSONS OF THE FUND ARE EXEMPT
FROM  THE  SALES  CHARGE  SINCE  THE  DISTRIBUTION  COSTS ARE MINIMAL TO PERSONS
ALREADY  FAMILIAR WITH THE FUND. OTHER GROUPS (I.E., GROUP RETIREMENT PLANS) ARE
EXEMPT  DUE  TO  ECONOMIES  OF  SCALE  IN  DISTRIBUTION.  SEE  EXHIBIT  A TO THE
PROSPECTUS.

                    TRANSFER AND SHAREHOLDER SERVICING AGENTS
                    -----------------------------------------

     NATIONAL  FINANCIAL  DATA  SERVICES,  INC.  ("NFDS"), A SUBSIDIARY OF STATE
STREET  BANK & TRUST, HAS BEEN RETAINED BY THE FUND TO ACT AS TRANSFER AGENT AND
DIVIDEND DISBURSING AGENT. THESE RESPONSIBILITIES INCLUDE: RESPONDING TO CERTAIN
SHAREHOLDER  INQUIRIES  AND  INSTRUCTIONS,  CREDITING  AND  DEBITING SHAREHOLDER
ACCOUNTS  FOR  PURCHASES  AND  REDEMPTIONS  OF  FUND  SHARES AND CONFIRMING SUCH
TRANSACTIONS,  AND DAILY UPDATING OF SHAREHOLDER ACCOUNTS TO REFLECT DECLARATION
AND  PAYMENT  OF  DIVIDENDS.
     CALVERT SHAREHOLDER SERVICES, INC. ("CSSI"), A SUBSIDIARY OF CALVERT GROUP,
LTD.  AND  ACACIA, HAS BEEN RETAINED BY THE FUND TO ACT AS SHAREHOLDER SERVICING
AGENT.  SHAREHOLDER SERVICING RESPONSIBILITIES INCLUDE RESPONDING TO SHAREHOLDER
INQUIRIES  AND  INSTRUCTIONS  CONCERNING THEIR ACCOUNTS, ENTERING ANY TELEPHONED
PURCHASES  OR  REDEMPTIONS  INTO  THE  NFDS SYSTEM, MAINTENANCE OF BROKER-DEALER
DATA,  AND PREPARING AND DISTRIBUTING STATEMENTS TO SHAREHOLDERS REGARDING THEIR
ACCOUNTS.
     FOR  THESE  SERVICES,  NFDS  AND  CSSI RECEIVE A FEE BASED ON THE NUMBER OF
SHAREHOLDER  ACCOUNTS  AND  TRANSACTIONS.

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

     PORTFOLIO  TRANSACTIONS  ARE  UNDERTAKEN ON THE BASIS OF THEIR DESIRABILITY
FROM AN INVESTMENT STANDPOINT. THE FUND'S ADVISOR MAKES INVESTMENT DECISIONS AND
THE  CHOICE  OF  BROKERS  AND DEALERS UNDER THE DIRECTION AND SUPERVISION OF THE
FUND'S  BOARD  OF  TRUSTEES.
     BROKER-DEALERS WHO EXECUTE PORTFOLIO TRANSACTIONS ON BEHALF OF THE FUND ARE
SELECTED  ON  THE  BASIS  OF  THEIR  EXECUTION  CAPABILITY AND TRADING EXPERTISE
CONSIDERING,  AMONG  OTHER  FACTORS, THE OVERALL REASONABLENESS OF THE BROKERAGE
COMMISSIONS, CURRENT MARKET CONDITIONS, SIZE AND TIMING OF THE ORDER, DIFFICULTY
OF  EXECUTION,  PER  SHARE PRICE, MARKET FAMILIARITY, RELIABILITY, INTEGRITY AND
FINANCIAL  CONDITION,  SUBJECT  TO  THE  ADVISOR'S  OBLIGATION  TO  ACCEPT  BEST
EXECUTION.  FOR  THE  FISCAL  YEARS ENDED SEPTEMBER 30, 1997, 1998, AND 1999, NO
BROKERAGE  COMMISSIONS  WERE  PAID BY THE FUND TO ANY BROKER-DEALER, OFFICERS OR
TRUSTEES  OF  THE  FUND  OR  ANY  OF  THEIR  AFFILIATES.
     WHILE  THE  FUND'S  ADVISOR  SELECT  BROKERS PRIMARILY ON THE BASIS OF BEST
EXECUTION, IN SOME CASES THE ADVISOR MAY DIRECT TRANSACTIONS TO BROKERS BASED ON
THE  QUALITY  AND AMOUNT OF THE RESEARCH AND RESEARCH-RELATED SERVICES WHICH THE
BROKERS PROVIDE TO THEM. THE ADVISOR MAY ALSO CONSIDER SALES OF FUND SHARES AS A
FACTOR  IN  THE SELECTION OF BROKERS. THESE SERVICES MAY INCLUDE ANALYSES OF THE
BUSINESS  OR PROSPECTS OF A COMPANY, INDUSTRY OR ECONOMIC SECTOR, OR STATISTICAL
AND  PRICING  SERVICES.  THE  ADVISOR MAY ALSO DIRECT SELLING CONCESSIONS AND/OR
DISCOUNTS  IN  FIXED-PRICE  OFFERINGS  FOR  RESEARCH  SERVICES.
     IF,  IN  THE JUDGMENT OF THE ADVISOR, THE FUND OR OTHER ACCOUNTS MANAGED BY
THEM WILL BE BENEFITED BY SUPPLEMENTAL RESEARCH SERVICES, THEY ARE AUTHORIZED TO
PAY  BROKERAGE  COMMISSIONS  TO  A  BROKER FURNISHING SUCH SERVICES WHICH ARE IN
EXCESS  OF  COMMISSIONS  WHICH ANOTHER BROKER MAY HAVE CHARGED FOR EFFECTING THE
SAME  TRANSACTION.  THESE  RESEARCH  SERVICES INCLUDE ADVICE, EITHER DIRECTLY OR
THROUGH  PUBLICATIONS  OR  WRITINGS,  AS  TO  THE  VALUE  OF  SECURITIES,  THE
ADVISABILITY  OF  INVESTING  IN,  PURCHASING  OR  SELLING  SECURITIES,  AND  THE
AVAILABILITY OF SECURITIES OR PURCHASERS OR SELLERS OF SECURITIES; FURNISHING OF
ANALYSES  AND  REPORTS  CONCERNING  ISSUERS, SECURITIES OR INDUSTRIES; PROVIDING
INFORMATION  ON  ECONOMIC FACTORS AND TRENDS; ASSISTING IN DETERMINING PORTFOLIO
STRATEGY;  PROVIDING  COMPUTER  SOFTWARE  USED  IN  SECURITY ANALYSES; PROVIDING
PORTFOLIO  PERFORMANCE  EVALUATION  AND TECHNICAL MARKET ANALYSES; AND PROVIDING
OTHER  SERVICES  RELEVANT  TO  THE INVESTMENT DECISION MAKING PROCESS. IT IS THE
POLICY  OF  THE ADVISOR THAT SUCH RESEARCH SERVICES WILL BE USED FOR THE BENEFIT
OF  THE  FUND  AS  WELL  AS  OTHER  CALVERT  GROUP  FUNDS  AND MANAGED ACCOUNTS.
     FOR  THE  YEARS  ENDED  SEPTEMBER 30, 1998 AND 1999, THE PORTFOLIO TURNOVER
RATES  OF  THE FUND WERE 3,461% AND 3,454%, RESPECTIVELY. THE HIGH TURNOVER RATE
IS  DUE  TO  THE  IMPLEMENTATION  OF THE ADVISOR'S MORE ACTIVE TRADING STRATEGY.

                        PERSONAL SECURITIES TRANSACTIONS
                        --------------------------------

     THE  FUND,  ITS  ADVISORS, AND PRINCIPAL UNDERWRITER HAVE ADOPTED A CODE OF
ETHICS PURSUANT TO RULE 17J-1 OF THE INVESTMENT COMPANY ACT OF 1940. THE CODE OF
ETHICS  IS  DESIGNED TO PROTECT THE PUBLIC FROM ABUSIVE TRADING PRACTICES AND TO
MAINTAIN  ETHICAL  STANDARDS  FOR  ACCESS  PERSONS  AS  DEFINED IN THE RULE WHEN
DEALING  WITH  THE  PUBLIC.  THE  CODE  OF  ETHICS PERMITS THE FUND'S INVESTMENT
PERSONNEL  TO INVEST IN SECURITIES THAT MAYBE PURCHASED OR HELD BY THE FUND. THE
CODE OF ETHICS CONTAINS CERTAIN CONDITIONS SUCH AS PRECLEARANCE AND RESTRICTIONS
ON  USE  OF  MATERIAL  INFORMATION.

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

     PRICEWATERHOUSECOOPERS  LLP  HAS  BEEN SELECTED BY THE BOARD OF TRUSTEES TO
SERVE AS INDEPENDENT ACCOUNTANTS FOR FISCAL YEAR 1999. STATE STREET BANK & TRUST
COMPANY, N.A., 225 FRANKLIN STREET, BOSTON, MA 02110, SERVES AS CUSTODIAN OF THE
FUND'S  INVESTMENTS.  ALLFIRST  FINANCIAL,  INC.,  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.

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

     THE  CALVERT FUND (THE "TRUST"), AN OPEN-END REGISTERED INVESTMENT COMPANY,
WAS  ORGANIZED  AS A MASSACHUSETTS BUSINESS TRUST ON MARCH 15, 1982. THE CALVERT
FUND'S  DECLARATION  OF  TRUST  CONTAINS  AN  EXPRESS  DISCLAIMER OF SHAREHOLDER
LIABILITY  FOR  ACTS  OR  OBLIGATIONS  OF  THE  TRUST.  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 THE TRUST'S
ASSETS  FOR ANY SHAREHOLDER HELD PERSONALLY LIABLE FOR OBLIGATIONS OF THE TRUST.
THE  DECLARATION  OF  TRUST  ALSO  PROVIDES  THAT THE TRUST SHALL, UPON REQUEST,
ASSUME  THE  DEFENSE  OF  ANY  CLAIM MADE AGAINST ANY SHAREHOLDER FOR ANY ACT OR
OBLIGATION  OF  THE  TRUST  AND SATISFY ANY JUDGMENT THEREON. THE DECLARATION OF
TRUST  FURTHER  PROVIDES  THAT THE TRUST MAY MAINTAIN APPROPRIATE INSURANCE (FOR
EXAMPLE, FIDELITY BONDING AND ERRORS AND OMISSIONS INSURANCE) FOR THE PROTECTION
OF  THE  TRUST,  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 TRUST 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 FUND OFFERS THREE SEPARATE CLASSES OF SHARES: CLASS A, CLASS B, CLASS
C  AND  CLASS  I.  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  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).


<PAGE>
                                     ------
               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
               ---------------------------------------------------

    AS  OF  JANUARY  14,  2000, THE FOLLOWING SHAREHOLDER OWNED OF RECORD 5% OR
MORE  OF  THE  SHARES  OF  THE  FUND:

NAME  AND  ADDRESS                                %  OF  OWNERSHIP

CHARLES  SCHWAB  &  CO.  INC.                     13.14% OF CLASS A
REINVEST  ACCOUNT
MUTUAL  FUND  DEPARTMENT
101  MONTGOMERY  STREET
SAN  FRANCISCO,  CA  94104-4122

MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS       5.67% OF CLASS A
FUND  ADMINISTRATION  975T2
4800  DEER  LAKE  DR.  E  FL  3
JACKSONVILLE,  FL  32246-6484

NFSC  FEBO  #  04J-690570                          6.03% OF CLASS B
HUNTINGTON  ANESTHESIOLOGY  GROUP
HOSNY  S  GABRIEL
2828  1ST  AVENUE
HUNTINGTON,  WV  25702-1236

STATE  OF  TENNESSEE  457  PLAN                   15.04% OF CLASS I
STATE  GOVERNMENT
CANDICE  PREFROST
500  DEADRICK  ST.  FL  9
NASHVILLE,  TN  37242-0001

STATE  OF  TENNESSEE  401K  PLAN                  61.52% OF CLASS I
STATE  GOVERNMENT
CANDICE  PREFROST
500  DEADRICK  ST.  FL  9
NASHVILLE,  TN  37242-0001

ACACIA  GROUP  PLAN                               23.44% OF CLASS I
ACCUMULATION  PLAN
LAURA  PIERRON
7315  WISCONSIN  AVENUE
BETHESDA,  MD  20814-3202




<PAGE>
                                     ------
                                    APPENDIX
                                    --------

CORPORATE  BOND  RATINGS:
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.

THE FUND MAY ALSO RELY ON RATINGS BY ANY OTHER NRSRO, SUCH AS FITCH
INTERNATIONAL RATING AGENCY OR THOMPSON'S BANKWATCH.

<PAGE>

                                LETTER OF INTENT


                                                                          DATE

CALVERT  DISTRIBUTORS,  INC.
4550  MONTGOMERY  AVENUE
BETHESDA,  MD  20814

LADIES  AND  GENTLEMEN:

     BY  SIGNING  THIS  LETTER OF INTENT, OR AFFIRMATIVELY MARKING THE LETTER OF
INTENT  OPTION  ON  MY FUND ACCOUNT APPLICATION FORM, I AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS APPLICABLE TO LETTERS OF INTENT APPEARING IN THE PROSPECTUS
AND  THE  STATEMENT  OF  ADDITIONAL  INFORMATION FOR THE FUND AND THE PROVISIONS
DESCRIBED  BELOW  AS  THEY  MAY  BE  AMENDED FROM TIME TO TIME BY THE FUND. SUCH
AMENDMENTS  WILL  APPLY  AUTOMATICALLY  TO  EXISTING  LETTERS  OF  INTENT.

     I  INTEND  TO  INVEST  IN  THE SHARES OF:_____________________     (FUND OR
PORTFOLIO  NAME) DURING THE THIRTEEN (13) MONTH PERIOD FROM THE DATE OF MY FIRST
PURCHASE  PURSUANT  TO  THIS  LETTER (WHICH CANNOT BE MORE THAN NINETY (90) DAYS
PRIOR  TO THE DATE OF THIS LETTER OR MY FUND ACCOUNT APPLICATION FORM, WHICHEVER
IS  APPLICABLE),  AN  AGGREGATE  AMOUNT  (EXCLUDING  ANY  REINVESTMENTS  OF
DISTRIBUTIONS) OF AT LEAST FIFTY THOUSAND DOLLARS ($50,000) WHICH, TOGETHER WITH
MY CURRENT HOLDINGS OF THE FUND (AT PUBLIC OFFERING PRICE ON DATE OF THIS LETTER
OR  MY  FUND  ACCOUNT  APPLICATION FORM, WHICHEVER IS APPLICABLE), WILL EQUAL OR
EXCEED  THE  AMOUNT  CHECKED  BELOW:

     __  $50,000  __  $100,000  __  $250,000  __  $500,000  __  $1,000,000

     SUBJECT  TO  THE CONDITIONS SPECIFIED BELOW, INCLUDING THE TERMS OF ESCROW,
TO  WHICH  I HEREBY AGREE, EACH PURCHASE OCCURRING AFTER THE DATE OF THIS LETTER
WILL  BE MADE AT THE PUBLIC OFFERING PRICE APPLICABLE TO A SINGLE TRANSACTION OF
THE DOLLAR AMOUNT SPECIFIED ABOVE, AS DESCRIBED IN THE FUND'S PROSPECTUS. "FUND"
IN  THIS  LETTER OF INTENT SHALL REFER TO THE FUND OR PORTFOLIO, AS THE CASE MAY
BE.  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,  IF 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 CDI 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)

<PAGE>

INVESTMENT  ADVISOR
CALVERT  ASSET  MANAGEMENT  COMPANY,  INC.
4550  MONTGOMERY  AVENUE
SUITE  1000N
BETHESDA,  MARYLAND  20814

SHAREHOLDER  SERVICES                   TRANSFER AGENT
CALVERT SHAREHOLDER SERVICES, INC.      NATIONAL FINANCIAL DATA SERVICES, INC.
4550  MONTGOMERY  AVENUE                330 WEST 9TH STREET
SUITE  1000N                            KANSAS CITY, MISSOURI 64105
BETHESDA,  MARYLAND  20814

PRINCIPAL  UNDERWRITER                  INDEPENDENT ACCOUNTANTS
CALVERT  DISTRIBUTORS,  INC.            PRICEWATERHOUSECOOPERS LLP
4550  MONTGOMERY  AVENUE                250 WEST PRATT STREET
SUITE  1000N                            BALTIMORE, MARYLAND 21201
BETHESDA,  MARYLAND  20814


<PAGE>


JULY 13, 2000



SECURITIES  AND  EXCHANGE  COMMISSION
JUDICIARY  PLAZA
450  FIFTH  STREET,  N.W.
WASHINGTON,  D.C.  20549

RE:  CALVERT  INCOME  FUND
FILE  NUMBERS:  2-76510  AND  811-3416

LADIES  AND  GENTLEMEN:

PURSUANT  TO RULE 497(C) UNDER THE SECURITIES ACT OF 1933, WE ARE TRANSMITTING A
REVISED PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR THE ABOVE
REFERENCED FUND. BOTH DOCUMENTS WERE AMENDED TO RE-INCLUDE DISCLOSURE
ABOUT THE OFFERING OF CLASS C  SHARES  OF  THE  FUND.

IF  YOU  HAVE ANY QUESTIONS OR REQUIRE FURTHER INFORMATION, PLEASE CONTACT
ME AT 301-951-4858.

SINCERELY,


/S/ IVY  WAFFORD  DUKE
ASSOCIATE  GENERAL  COUNSEL



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