CALVERT WORLD VALUES FUND INC
497, 1995-09-29
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PROSPECTUS
January 31, 1995 As Revised September 30, 1995

CALVERT WORLD VALUES FUND, INC.
GLOBAL EQUITY FUND
4550 Montgomery Avenue, Bethesda, Maryland 20814

INVESTMENT OBJECTIVE

The investment  objective of Calvert World Values Fund, Inc., Global Equity Fund
(the "Fund") is to achieve a high total return  consistent with reasonable risk,
by investing primarily in a globally diversified portfolio of equity securities.
To the  extent  possible,  investments  are  made  in  enterprises  that  make a
significant  contribution  to our global  society  through  their  products  and
services and through the way they do business.  In particular,  the Fund intends
to  invest  a part of its  assets  in  companies  with  strong  interest  in the
environment,  human  rights and health care.  Investments  must satisfy both the
financial and social criteria of the Fund.

PURCHASE INFORMATION

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

ADVISORS

Calvert Asset Management  Company,  Inc. is the Fund's Advisor,  responsible for
overall  management  and  supervision  of the Fund's  investment  and day-to-day
management.  Murray  Johnstone  International,  Ltd. is the Fund's  Sub-Advisor,
responsible for asset  allocation and selection of the specific  investments for
the Fund. See "Management of the Fund."

TO OPEN AN ACCOUNT

Call your  broker,  or complete  and return the  enclosed  Account  Application.
Minimum  initial  investment  is  $2,000  (may be lower for  certain  retirement
plans).

ABOUT THIS PROSPECTUS

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

A Statement of Additional  Information (dated January 31, 1995) for the Fund has
been filed with the Securities and Exchange  Commission and is  incorporated  by
reference.  This  free  Statement  is  available  upon  request  from the  Fund:
800-368-2748.

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

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

================================================================================
<TABLE>
<CAPTION>

FUND EXPENSES

                                             Class A      Class C
<S>                                          <C>          <C>

A.  Shareholder Transaction Costs
    Maximum Front-End Sales Charge on        4.75%         None
    Purchases (as a percentage of offering
    price)
    Contingent Deferred Sales Charge         None          None

B.  Annual Fund Operating Expenses<F1>
    Fiscal Year 1994
    (as a percentage of net assets, net of
    any applicable expense
    reimbursement/fee waiver)
    Management Fees                          1.10%         1.10%
    Rule 12b-1 Service and Distribution Fees
                                             0.25%         1.00%
    Other Expenses                           0.64%         1.72%
    Total Fund Operating Expenses            1.99%         3.82%

<FN>
<F1>Expense ratios for Class A shares have been restated to reflect expenses
anticipated for the current fiscal year.
</FN>
</TABLE>



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

<TABLE>
<CAPTION>


                              1 Year    3 Years      5 Years     10 Years
<S>                           <C>       <C>          <C>         <C>

Class A (Assumes payment
of maximum initial sales        $67      $107         $150         $268
charge at time of purchase.)

Class C                         $38      $117         $197         $405

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

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

B.  Annual  Fund  Operating  Expenses.  Management  Fees are paid by the Fund to
Calvert Asset Management Company, Inc.  ("Investment  Advisor") for managing the
Fund's   investments   and  business   affairs.   Management  fees  include  the
Sub-Advisory   fee  paid  by  the   Investment   Advisor  to  Murray   Johnstone
International, Ltd., ("Sub-Advisor"), and the Administrative Service fee paid to
Calvert  Administrative  Services  Company.  The Fund incurs Other  Expenses for
maintaining shareholder records,  furnishing shareholder statements and reports,
and  other  services.  Management  Fees and Other  Expenses  have  already  been
reflected  in the Fund's  daily  share  price and are not  charged  directly  to
individual  shareholder  accounts.  Please refer to "Management of the Fund" for
further  information.  The Advisor may voluntarily defer fees or assume expenses
of the Fund.  For the year ended  September  30,  1994,  no fees were waived and
$4,980 of expenses were reimbursed for Class C Shares.  The Investment  Advisory
Agreement  provides that the Advisor may later, to the extent  permitted by law,
recapture  any fees it  deferred  or  expenses  it assumed  during the two prior
years; provided,  however, that total Annual Fund Operating Expenses for Class A
shall not  exceed  2.00% of  average  net  assets  during  any year in which the
Advisor elects to exercise the recapture provision. During the 1994 fiscal year,
the  Advisor  recaptured  $45,532 of fees it had  deferred  in 1992 from Class A
Shares. The above table reflects these agreements.

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

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

================================================================================
FINANCIAL HIGHLIGHTS

The following  table  provides  information  about the financial  history of the
Fund's Class A and C shares.  It expresses the  information in terms of a single
share  outstanding  for the Fund  throughout  each  period.  The  table has been
audited by  Coopers &  Lybrand,  independent  accountants,  whose  report on the
period from July 2, 1992 (commencement of operations) through September 30, 1994
is included in the Annual Report to  Shareholders  of the Fund. The table should
be read in  conjunction  with the financial  statements and their related notes.
The  Annual  Report  to  Shareholders  is  incorporated  by  reference  into the
Statement of Additional Information.


<TABLE>
<CAPTION>

                                                        Class C Shares
                                                        From Inception (March 1,
                                                        1994) To Sept. 30, 1994
<S>                                                            <C>

Net Asset Value, Beginning of Period                          $18.24

Income from investment operations
Net investment income                                         (.06)
Net realized and unrealized gain (loss) on investments
                                                              (.32)
Total from investment operations                              (.38)

Distributions to shareholders
Distributions from net investment income                      --
Distributions in excess of net investment income              --

Distribution from capital gains                               --
Total Distributions                                           --

Total increase (decrease) in net asset value                  (.38)

Net asset value, end of period                                $17.86

Total return<F2>                                                 (1.27)%

Ratio of expenses to average net assets                       3.32%(a)

Ratio of net income to average net assets                     (1.16)%(a)

Increase reflected in above net investment income ratios due
to expense reimbursement                                      .50%(a)

Portfolio Turnover                                            78%

Net assets, end of period                                     $3,620,045

Number of shares outstanding at end of period (in thousands)
                                                              203
<FN>
<F2>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>

                                                          Class A Shares
                                                          Year Ended Sept. 30,
                                                               1994
<S>                                                            <C>

Net Asset Value, Beginning of Period                            $16.35

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

Distributions to shareholders
Distributions from net investment income                        (.03)
Distributions in excess of net investment income
                                                                (.04)
Distribution from capital gains                                 (.43)
Total Distributions                                             (.50)

Total increase (decrease) in net asset value                    1.64

Net asset value, end of period                                  $17.99

Total return<F2>                                                13.44%

Ratio of expenses to average net assets                         1.96%

Ratio of net income to average net assets                       (.04)%

Increase reflected in above net investment income ratio due
to expense reimbursement                                        (.04)%

Portfolio Turnover                                              78%

Net assets, end of period                                       $175,543,369

Number of shares outstanding at end of period (in thousands)
                                                                9,755
<FN>
<F2>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>
                                                              Class A Shares


                                                            Year Ended Sept. 30,
                                                            1993
                                                            ====================
<S>                                                           <C>

Net Asset Value, Beginning of Period                          $14.31

Income from investment operations
Net investment income                                         .08
Net realized and unrealized gain (loss) on investments
                                                              2.04
Total from investment operations                              2.12

Distributions to shareholders
Distributions from net investment income                      (.05)
Distribution from capital gains                               (.03)
Total Distributions                                           (.08)

Total increase (decrease) in net asset value                  2.04

Net asset value, end of period                                $16.35

Total return<F3>                                              14.95%

Ratio of expenses to average net assets                       1.50%

Ratio of net income to average net assets                     .80%

Increase reflected in above net investment income ratio due
to expense reimbursement                                      .20%

Portfolio turnover                                            35%

Net assets, end of period                                     $54,280,381

Number of shares outstanding at end of period (in thousands)
                                                              3,319
<FN>
<F3>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>

                                                      From Commencement of
                                                      Operations (July 2, 1992)
                                                      through Sept. 30, 1992
                                                      ==========================
<S>                                                    <C>

Net Asset Value, Beginning of Period                   $15.00

Income from investment operations
Net investment income                                  .02
Net realized and unrealized gain (loss) on investments
                                                       (.71)
Total from investment operations                       (.69)

Distributions to shareholders
Distributions from net investment income               --
Distribution from capital gains                        --
Total Distributions                                    --

Total increase (decrease) in net asset value           (.69)

Net asset value, end of period                         $14.31

Total return<F3>                                       (4.60)%

Ratio of expenses to average net assets                1.01%(a)

Ratio of net income to average net assets              1.23%(a)

Increase reflected in above net investment income ratio
to expense reimbursement                               .60%(a)

Portfolio turnover                                     --

Net assets, end of period                              $8,439,650

Number of shares outstanding at end of period
  (in thousand)                                           590


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

================================================================================
INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

The Fund seeks to provide a high total return consistent with reasonable risk by
investing  primarily in a globally  diversified  portfolio of equity securities.
All  investments  are screened for financial and social  criteria.  There is, of
course, no assurance that the Fund will be successful in meeting its objective.

Under normal  circumstances,  the Fund will invest at least 65% of its assets in
equity securities.

The Fund will invest primarily in common stocks of established  foreign and U.S.
companies  believed by the  Sub-Advisor  to have  potential for capital  growth,
income or both.  Companies are considered  established  if their  securities are
traded on a recognized stock exchange. However, the Fund may invest in any other
type  of  security  including,  but  not  limited  to,  convertible  securities,
preferred  stocks,   bonds,  notes  and  other  debt  securities  of  companies,
(including  Euro-currency  instruments and  securities) or of any  international
agency (such as the Asian Development Bank or  Inter-American  Development Bank)
or  obligations  of  domestic  or  foreign   governments   and  their  political
subdivisions,  and in foreign currency transactions. See "Debt Obligations." The
Fund may establish and maintain reserves for temporary  defensive purposes or to
enable it to take advantage of buying opportunities.  The Fund's reserves may be
invested in  domestic as well as foreign  short-term  money  market  instruments
including,   but  not  limited  to,  U.S.  and  foreign  government  and  agency
obligations, and obligations of supranational entities, certificates of deposit,
bankers' acceptances, time deposits, commercial paper, short-term corporate debt
securities and repurchase agreements. Any money market instruments will be rated
at least  A-2/P-2  or  better  by a  nationally  recognized  statistical  rating
organization such as Standard and Poor's or Moody's, or, if unrated,  determined
by the Advisor or Sub-Advisor to be of equivalent  credit quality.  The Fund may
also engage in certain options  transactions,  and enter into futures  contracts
and related  options for  hedging  purposes.  (See  "Investment  Techniques  and
Risks.")

Under normal  circumstances,  the Fund will invest at least 65% of its assets in
the securities of issuers in no less than three  countries,  one of which may be
the USA.

The Fund makes  investments in various  countries.  Under normal  circumstances,
business  activities  in  a  number  of  different  foreign  countries  will  be
represented  in the Fund's  investments.  The Fund may, from time to time,  have
more than 25% of its  assets  invested  in any  major  industrial  or  developed
country which in the view of the Sub-Advisor  poses no unique  investment  risk.
The  Sub-Advisor  considers an investment in a given foreign country to have "no
unique  investment  risk"  if the  Fund's  investment  in  that  country  is not
disproportionate  to the relative size of the country's market versus the Morgan
Stanley  Capital  International  Europe-Far  East-Asia  (EFEA) or World Index or
other  comparable  index, and if the capital markets in that country are mature,
and of sufficient  liquidity  and depth.  Under  exceptional  economic or market
conditions,  the Fund may invest  substantially all of its assets in only one or
two  countries,  or in U.S.  government  obligations  or securities of companies
incorporated in and having their principal activities in the U.S.

The Sub-Advisor  considers  several factors in determining the various countries
in which to invest.

In  determining  the  appropriate  distribution  of  investments  among  various
countries and geographic regions,  the Sub-Advisor  ordinarily will consider the
following  factors:   prospects  for  relative  economic  growth  among  foreign
countries;  expected  levels of inflation;  relative price levels of the various
capital  markets;  government  policies  influencing  business  conditions;  the
outlook  for  currency  relationships  and the  range of  individual  investment
opportunities available to the global investor. The Fund may make investments in
developing  countries,  which involve  exposure to economic  structures that are
generally  less diverse and mature than in the United  States,  and to political
systems  which may be less stable.  A country is  considered  to be a developing
country if it is not included in the Morgan Stanley Capital  International World
Index.  Examples of developing  countries would currently include countries such
as Argentina,  Brazil,  Indonesia,  Taiwan,  Mexico,  Turkey,  Chile, India, and
Korea.  Investing in developing countries often involves risk of high inflation,
high sensitivity to commodity  prices,  and government  ownership of the biggest
industries in that country.  Investing in developing  countries  also involves a
higher probability of occurrence of the risks of investing in foreign securities
in general,  including but not limited to, less financial information available,
relatively  illiquid markets,  and the possibility of adverse  government action
(see  "Risk  Factors"  below).  No more than 30% of the Fund's net assets may be
invested in the securities of issuers  located in developing  countries.  In the
past,  markets of developing  countries have been more volatile than the markets
of  developed  countries;  however,  such  markets  often have  provided  higher
long-term  rates of return to  investors.  The  Sub-Advisor  believes that these
characteristics may be expected to continue in the future.

Generally,  the Fund will not trade in securities for short-term  profits,  but,
when circumstances warrant,  securities may be sold without regard to the length
of time held.

Debt obligations

Although the Fund invests  primarily in equity  securities,  it may invest up to
35% of its net assets in debt securities, excluding money market instruments. Of
this, at least 30% will be of the highest credit quality available (rated AAA or
Aaa by Standard & Poor's (S&P) or Moody's,  respectively, or if not rated by S&P
or Moody's,  then  determined  by the  Sub-Advisor  to be of  equivalent  credit
quality).  All fixed income instruments are subject to interest-rate  risk; that
is, when market interest rates rise, the current  principal value of a bond will
decline. The remaining 5% of Fund assets that may be invested in debt securities
may be rated lower than AAA or Aaa,  but in no event lower than BBB or Baa,  or,
if unrated,  then  determined  by the  Sub-Advisor  to be of  equivalent  credit
quality.  The Sub-Advisor does not intend to purchase any bonds rated lower than
AAA unless the  instrument  provides an  opportunity  to invest in an attractive
company in which an equity investment is not currently available or desirable.

The Fund will not buy any bonds rated less than investment grade. If a change in
credit  quality  after  acquisition  by the Fund causes the bond to no longer be
investment  grade,  the  Sub-Advisor,  will  generally  dispose  of the  bond if
necessary  to keep  its  holdings,  if any,  of such  bonds to 5% or less of the
Fund's assets. See the Statement of Additional Information, "Credit Quality" and
"Appendix--Corporate  Bond and Commercial Paper Ratings" for more information on
bond ratings and credit quality.

Foreign Government Securities

The Sub-Advisor may from time to time invest in the debt  instruments of foreign
sovereign  governments.  These may include short-term  treasury bills, notes and
long-term  bonds, and will only be considered for investment by the Fund if they
have the full guarantee of the government in question.  The Sub-Advisor will not
invest in  foreign  government  securities  with a rating by  Moody's  Investors
Services lower than AA2.

RISK FACTORS

An investment in the Fund is subject to various risks.  The net asset value will
fluctuate  in  response  to  changes in market  conditions  and the value of the
Fund's portfolio  investments.  The Fund's use of certain investment techniques,
such as  foreign  currency  options,  involve  special  risks.  See  "Investment
Techniques and Related Risks."

There are  substantial  and  different  risks  involved in  investing in foreign
securities.  You should consider these risks  carefully.  For example,  there is
generally less publicly  available  information  about foreign companies than is
available  about  companies  in the U.S.  Foreign  companies  are not subject to
uniform  audit and financial  reporting  standards,  practices and  requirements
comparable to those in the U.S.

Foreign  securities  involve  currency risks. The U.S. dollar value of a foreign
security  tends to  decrease  when the value of the  dollar  rises  against  the
foreign currency in which the security is denominated and tends to increase when
the value of the dollar falls against such  currency.  Fluctuations  in exchange
rates may also  affect the earning  power and asset value of the foreign  entity
issuing the  security.  Dividend  and  interest  payments may be returned to the
country of origin,  based on the exchange rate at the time of disbursement,  and
restrictions  on capital flows may be imposed.  Losses and other expenses may be
incurred in converting  between various currencies in connections with purchases
and sales of foreign securities.

Foreign  stock  markets are  generally not as developed or efficient as those in
the U.S. In most foreign  markets volume and liquidity are less than in the U.S.
and, at times,  volatility  of price can be greater than that in the U.S.  Fixed
commissions on foreign stock exchanges are generally  higher than the negotiated
commissions on U.S.  exchanges.  There is generally less government  supervision
and  regulation of foreign stock  exchanges,  brokers and companies  than in the
U.S.

There is also the  possibility  of adverse  changes in  investment  or  exchange
control regulations,  expropriation or confiscatory taxation, limitations on the
removal of funds or other assets, political or social instability, or diplomatic
developments  which could  adversely  affect  investments,  assets or securities
transactions of the Fund in some foreign countries. The Fund is not aware of any
investment or exchange control regulations which might substantially  impair the
operations of the Fund as described, although this could change at any time.

For  many  foreign  securities,   there  are  U.S.  dollar-denominated  American
Depository Receipts ("ADRs"),  which are traded in the U.S. on exchanges or over
the counter and are generally  sponsored and issued by domestic banks.  ADRs are
receipts  typically  issued  by a U.S.  bank or  trust  company  which  evidence
ownership  of  underlying  securities  of a  foreign  corporation.  ADRs  do not
eliminate  all the risk  inherent  in  investing  in the  securities  of foreign
issuers.  However, by investing in ADRs rather than directly in foreign issuers'
stock,  the Fund can avoid currency  risks and some  liquidity  risks during the
settlement  period for either purchases or sales. 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.  In general,  there is a large,  liquid  market in the U.S. for many
ADRs. The Fund may also invest in European Depository  Receipts ("EDRs"),  which
are receipts  evidencing an arrangement with a European bank similar to that for
ADRs and are designed for use in the European securities  markets.  EDRs are not
necessarily denominated in the currency of the underlying security.

The dividends and interest  payable on certain of the Fund's foreign  securities
may be  subject to  foreign  withholding  taxes,  thus  reducing  the net amount
available for  distribution to the Fund's  shareholders.  You should  understand
that the  expense  ratio of the Fund can be  expected to be higher than those of
investment  companies  investing only in domestic  securities since the costs of
operations are higher.

INVESTMENT TECHNIQUES and RELATED RISKS

The Fund may write  covered call  options and  purchase  call and put options on
securities  and security  indices,  and may write  secured put options and enter
into option transactions on foreign currency. It may also engage in transactions
in financial  futures  contracts and related options for hedging  purposes,  and
invest in repurchase  agreements.  These  investment  techniques and the related
risks are summarized  below and are described in more detail in the Statement of
Additional Information.

Writing (Selling) Call and Put Options

A call  option on a security,  security  index or a foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to buy the  underlying  security,  index or  foreign  currency  at the
exercise  price at any time  during  the option  period.  Upon  exercise  by the
purchaser,  the writer of a call  option on an  individual  security  or foreign
currency has the obligation to sell the  underlying  security or currency at the
exercise price. A call option on a securities  index is similar to a call option
on an individual  security,  except that the value of the option  depends on the
weighted  value  of the  group  of  securities  comprising  the  index  and  all
settlements  are to be made in cash.  A call  option  may be  terminated  by the
writer  (seller) by entering  into a closing  purchase  transaction  in which it
purchases an option of the same series as the option previously written.

A put  option on a  security,  security  index,  or foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to sell the underlying  security,  index,  or foreign  currency at the
exercise price at any time during the option period.

Upon exercise by the purchaser, the writer of a put option has the obligation to
purchase the underlying  security or foreign  currency at the exercise  price. A
put option on a  securities  index is  similar to a put option on an  individual
security,  except that the value of the option  depends on the weighted value of
the group of securities  comprising  the index and all  settlements  are made in
cash.

The Fund may write exchange-traded call options on its securities.  Call options
may  be  written  on  portfolio  securities,   securities  indices,  or  foreign
currencies.  With respect to  securities  and foreign  currencies,  the Fund may
write call and put options on an exchange or  over-the-counter.  Call options on
portfolio  securities  will be  covered  since the Fund will own the  underlying
securities.  Call options on securities indices will be written only to hedge in
an  economically  appropriate way portfolio  securities  which are not otherwise
hedged with  options or  financial  futures  contracts  and will be "covered" by
identifying the specific portfolio  securities being hedged.  Options on foreign
currencies will be covered by securities  denominated in that currency.  Options
on securities indices will be covered by securities that substantially replicate
the  movement of the index.  The Fund may not write  options on more than 50% of
its total assets.  Management  presently intends to cease writing options if and
as long as 25% of such total assets are subject to outstanding options contracts
or if required under regulations of state securities administrators.

The Fund may  write  call and put  options  in order to  obtain a return  on its
investments  from the premiums  received and will retain the premiums whether or
not the options are  exercised.  Any  decline in the market  value of  portfolio
securities  or foreign  currencies  will be offset to the extent of the premiums
received (net of  transaction  costs).  If an option is  exercised,  the premium
received on the option will  effectively  increase the exercise  price or reduce
the difference between the exercise price and market value.

During the option period,  the writer of a call option gives up the  opportunity
for  appreciation  in the market  value of the  underlying  security or currency
above the  exercise  price.  It retains the risk of loss should the price of the
underlying  security or foreign  currency  decline.  Writing  call  options also
involves  risks  relating  to the  Fund's  ability  to close out  options it has
written.

During the option  period,  the writer of a put option has assumed the risk that
the price of the underlying  security or foreign currency will decline below the
exercise  price.  However,  the  writer  of the  put  option  has  retained  the
opportunity for an appreciation above the exercise price should the market price
of the underlying  security or foreign  currency  increase.  Writing put options
also involves  risks  relating to the Fund's ability to close out options it has
written.

Purchasing Call and Put Options, Warrants and Stock Rights

The  Fund  may  invest  up  to  an  aggregate  of  5% of  its  total  assets  in
exchange-traded  or  over-the-counter  call and put  options on  securities  and
securities indices and foreign currencies. Purchases of such options may be made
for the purpose of hedging against changes in the market value of the underlying
securities  or foreign  currencies.  The Fund may invest in call and put options
whenever, in the opinion of the Advisor or Sub-Advisor, a hedging transaction is
consistent with its investment objectives.  The Fund may sell a call option or a
put option which it has previously  purchased prior to the purchase (in the case
of a call)  or the sale (in the  case of a put) of the  underlying  security  or
foreign currency.  Any such sale would result in a net gain or loss depending on
whether  the amount  received  on the sale is more or less than the  premium and
other transaction costs paid on the call or put which is sold. Purchasing a call
or put option  involves the risk that the Fund may lose the premium it paid plus
transaction costs.

Warrants and stock rights are almost  identical to call options in their nature,
use and  effect  except  that they are  issued by the  issuer of the  underlying
security rather than an option writer, and they generally have longer expiration
dates  than call  options.  The Fund may  invest  up to 5% of its net  assets in
warrants and stock rights, but no more than 2% of its net assets in warrants and
stock  rights not listed on the New York Stock  Exchange or the  American  Stock
Exchange.

Financial Futures and Related Options

The Fund may enter into  financial  futures  contracts and related  options as a
hedge  against  anticipated  changes  in the  market  value of  their  portfolio
securities or  securities  which they intend to purchase or in the exchange rate
of foreign  currencies.  Hedging is the initiation of an offsetting  position in
the futures  market  which is intended to minimize  the risk  associated  with a
position's  underlying  securities  in the cash  market.  Investment  techniques
related to financial  futures and options are summarized below and are described
more fully in the Statement of Additional Information.

Financial futures contracts consist of interest rate futures contracts,  foreign
currency futures contracts and securities index futures  contracts.  An interest
rate futures contract  obligates the seller of the contract to deliver,  and the
purchaser to take  delivery of, the interest rate  securities  called for in the
contract at a specified future time and at a specified price. A foreign currency
futures  contract  obligates  the seller of the  contract  to  deliver,  and the
purchaser to take delivery of, the foreign  currency  called for in the contract
at a specified  future time and at a specified  price.  (See  "Foreign  Currency
Transactions.")  A securities  index assigns  relative  values to the securities
included  in the  index,  and the index  fluctuates  with  changes in the market
values of the securities so included.  A securities  index futures contract is a
bilateral agreement pursuant to which two parties agree to take or make delivery
of an amount of cash equal to a specified  dollar  amount  times the  difference
between the index value at the close of the last trading day of the contract and
the price at which the futures  contract is  originally  struck.  An option on a
financial futures contract gives the purchaser the right to assume a position in
the  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 may purchase and sell financial futures contracts which are traded on a
recognized  exchange or board of trade and may purchase exchange or board-traded
put  and  call  options  on  financial  futures  contracts.  It will  engage  in
transactions in financial futures contracts and related options only for hedging
purposes and not for  speculation.  In  addition,  the Fund will not purchase or
sell  any  financial   futures  contract  or  related  option  if,   immediately
thereafter, the sum of the cash or U.S. Treasury bills committed with respect to
its existing  futures and related  options  positions  and the premiums paid for
related options would exceed 5% of the market value of its total assets.  At the
time of purchase of a futures  contract or a call option on a futures  contract,
an amount of cash, U.S.  Government  securities or other appropriate  high-grade
debt  obligations  equal to the market value of the futures  contract  minus the
Fund's  initial  margin  deposit  with respect  thereto,  will be deposited in a
segregated  account with the Fund's  custodian bank to  collateralize  fully the
position and thereby  ensure that it is not  leveraged.  The extent to which the
Fund may enter into financial  futures contracts and related options may also be
limited by requirements of the Internal  Revenue Code of 1986 for  qualification
as a regulated investment company.

Closing out a Futures Position -- Risks

The Fund may close out its  position  in a  futures  contract  or an option on a
futures contract only by entering into an offsetting transaction on the exchange
on which the position was  established  and only if there is a liquid  secondary
market  for the  futures  contract.  If it is not  possible  to close a  futures
position entered into by the Fund, the Fund could be required to make continuing
daily cash payments of variation margin 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.  The
success of a hedging  strategy depends on the  Sub-Advisor's  ability to predict
the direction of interest rates and other economic  factors.  The correlation is
imperfect between movements in the prices of futures or options  contracts,  and
the movements of prices of the securities which are subject to the hedge. If the
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.

Foreign Currency Transactions

The value of the Fund's  assets as  measured  in United  States  dollars  may be
affected  favorably or unfavorably by changes in foreign currency exchange rates
and exchange  control  regulations,  and the Fund may incur costs in  connection
with conversions between various  currencies.  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  currency  exchange  market,  or through forward
contracts to purchase or sell foreign  currencies.  A forward  foreign  currency
exchange 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 directly  between  currency  traders  (usually large
commercial banks) and their customers.

When the Fund  enters  into a contract  for the  purchase  or sale of a security
denominated  in a foreign  currency,  it may want to establish the United States
dollar cost or proceeds, as the case may be. By entering into a forward contract
in United  States  dollars  for the  purchase  or sale of the  amount of foreign
currency involved in the underlying  security  transaction,  the Fund is able to
protect  itself  against a possible  loss  between  trade and  settlement  dates
resulting from an adverse change in the  relationship  between the United States
dollar and such foreign currency.  However,  this tends to limit potential gains
which might result from a positive  change in such currency  relationships.  The
Fund may also hedge its  foreign  currency  exchange  rate risk by  engaging  in
currency financial futures and options transactions.

When the Advisor or the  Sub-Advisor  believes that the currency of a particular
foreign  country may suffer a  substantial  decline  against  the United  States
dollar,  it may enter  into a  forward  contract  to sell an  amount of  foreign
currency  approximating  the  value  of  some  or all of  the  Fund's  portfolio
securities  denominated in such foreign currency.  The forecasting of short-term
currency  market  movement is extremely  difficult and whether such a short-term
hedging strategy will be successful is highly uncertain.

It is  impossible  to forecast  with  precision  the market  values of portfolio
securities at the expiration of a contract. Accordingly, it may be necessary for
the Fund to  purchase  additional  currency  on the spot  market  (and  bear the
expense of such  purchase)  if the market value of the security is less than the
amount of foreign  currency  the Fund is obligated to deliver when a decision is
made to  sell  the  security  and  make  delivery  of the  foreign  currency  in
settlement of a forward contract. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign  currency the Fund is
obligated to deliver.

If the  Fund  retains  the  portfolio  security  and  engages  in an  offsetting
transaction,  it will incur a gain or a loss (as described  below) to the extent
that there has been movement in forward contract prices.  If the Fund engages in
an offsetting transaction, it may subsequently enter into a new forward contract
to sell the foreign  currency.  Should  forward prices decline during the period
between the Fund's  entering  into a forward  contract for the sale of a foreign
currency and the date it enters into an offsetting  contract for the purchase of
the  foreign  currency,  it would  realize  gains to the extent the price of the
currency it has agreed to sell  exceeds the price of the  currency it has agreed
to purchase. Should forward prices increase, the Fund would suffer a loss to the
extent the price of the currency it has agreed to purchase  exceeds the price of
the currency it has agreed to sell. Although such contracts tend to minimize the
risk of loss due to a decline  in the value of the  hedged  currency,  they also
tend to limit any  potential  gain which might  result  should the value of such
currency  increase.  The  Fund may  have to  convert  its  holdings  of  foreign
currencies  into  United  States  dollars  from time to time.  Although  foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the  difference  (the  "spread")  between  the prices at which they are
buying and selling various currencies.

Repurchase agreements

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

The Fund may lend its 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,
provided the value of the securities loaned from the Fund will not exceed 10% of
the Fund's assets.  Any such loans must be secured  continuously  in the form of
cash or  cash  equivalents  such  as U.S.  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 or Sub-Advisor  deems  creditworthy  and only on
such terms the Advisor or Sub-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  realize  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.

The Fund's  investment  objective  and those  policies set forth as  fundamental
investment  restrictions may not be changed without  shareholder  approval.  The
Fund's Statement of Additional  Information  describes  additional  policies and
restrictions concerning the portfolio investments of the Fund.

High Social Impact Investments

The Fund has adopted a  non-fundamental  policy that  permits it to invest up to
three percent of its assets in  investments  in securities  that offer a rate of
return  below  the then  prevailing  market  rate and  that  present  attractive
opportunities  for  furthering the Fund's social  criteria  ("High Social Impact
Investments").  In applying this  restriction,  the percentage of assets in such
securities shall be based upon the aggregate cumulative value at the time of the
respective  acquisitions  of such  securities  currently held by the Fund.  Such
securities  are  typically   illiquid  and  unrated  and  generally   considered
non-investment  grade debt securities which involve a greater risk of default or
price decline than  investment-grade  securities.  Through  diversification  and
credit analysis and limited maturity,  investment risk can be reduced,  although
there can be no assurance that losses will not occur.

Special Equities and Private Placements

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

Many private  placement  investments  have no readily  available  market and may
therefore be considered  illiquid.  Fund  investments in private  placements and
other  securities  for which market  quotations  are not readily  available  are
valued at fair market value as  determined by the Advisor or  Sub-Advisor  under
the direction and control of the Board.

SOCIAL SCREENS

The Fund carefully reviews company policies and behavior regarding social issues
important to global quality of life:

- -environment
- -human rights
- -nuclear energy
- -weapons systems
- -alcohol/tobacco
- -health care.

The Fund  currently  observes  the  following  operating  policies  which may be
changed by the Fund's Board of Directors without shareholder  approval:  (1) the
Fund  actively  seeks to invest in  companies  that achieve  excellence  in both
financial  return  and  environmental  soundness,  selecting  issuers  that take
positive steps toward preserving and enhancing our natural  environment  through
their operations and products,  and avoiding  companies with poor  environmental
records;  (2) the  Fund  will  not  invest  in  issuers  which  the  Advisor  or
Sub-Advisor ascertains contribute to human rights abuses in other countries; (3)
the Fund will not invest in producers of nuclear  power or nuclear  weapons,  or
companies with more than 10% of revenues  derived from the production or sale of
weapons systems; and (4) the Fund will not invest in companies which derive more
than 10% of revenues  from the  production of alcohol or tobacco  products,  and
actively  seeks to invest in companies  whose  products or services  improve the
quality of or access to health care,  including  public health and  preventative
medicine.

The Fund believes that there are  long-term  benefits  inherent in an investment
philosophy that demonstrates concern for the environment, human rights, economic
priorities,  and  international  relations.  Those  enterprises  which exhibit a
social awareness  measured in terms of the above  attributes and  considerations
should be better  prepared to meet future societal needs for goods and services.
By responding to social concerns,  these  enterprises  should not only avoid the
liability that may be incurred when a product or service is determined to have a
negative  social  impact  or has  outlived  its  usefulness,  but also be better
positioned  to  develop  opportunities  to  make a  profitable  contribution  to
society.  These  enterprises  should be ready to respond to external demands and
ensure  that over the  longer  term they  will be viable to  provide a  positive
return to both investors and society as a whole.

TOTAL RETURN

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

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

MANAGEMENT OF THE FUND

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

The Fund is a series of Calvert World Values Fund, Inc., an open-end diversified
management  investment  company organized as a Maryland  corporation on February
14, 1992. The other series of Calvert World Values Fund, Inc. is Calvert Capital
Accumulation Fund.

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

Calvert Asset Management serves as Advisor to the Fund.

Calvert Asset Management Company,  Inc. (the "Advisor") is the Fund's investment
advisor.  The  Advisor  provides  the  Fund  with  investment   supervision  and
management,  administrative  services and office space;  furnishes executive and
other personnel to the Fund; and pays the salaries and fees of all Directors who
are  affiliated  persons of the  Advisor.  The  Advisor  may also assume and pay
certain advertising and promotional  expenses of the Fund and reserves the right
to compensate  broker-dealers  in return for their promotional or administrative
services.  The Fund pays all other operating  expenses as noted in the Statement
of Additional Information.

The Fund's organizational expenses in the amount of $52,847 were advanced to the
Fund by the Advisor.  These  expenses  are being  amortized  over a  sixty-month
period which  commenced on July 2, 1992.  In the event that the Fund  liquidates
before the deferred organization expenses are fully amortized, the Advisor shall
bear such unamortized deferred organization expenses.

The Advisor  serves as  investment  advisor to six other  registered  investment
companies in the Calvert Group of Funds: First Variable Rate Fund for Government
Income;  Calvert  Tax-Free  Reserves;  Calvert Cash Reserves  (doing business as
Money Management Plus);  Calvert Social Investment Fund; Calvert Municipal Fund,
Inc.;  and The Calvert Fund.  The Advisor also serves as  investment  advisor to
Acacia Capital  Corporation,  a registered  investment  company whose shares are
sold to insurance  companies to fund the benefits under certain variable annuity
and variable life insurance policies.

Portfolio Manager

Investment  selections  for the Global Equity Fund are made by the  Sub-Advisor,
Murray Johnstone International,  Ltd. Andrew Preston, Portfolio Manager, studied
at Melbourne  University in Australia and Ritsumeikan  University in Japan prior
to working for the Australian  Department of Foreign  Affairs.  He joined Murray
Johnstone  in 1985 as an analyst in the U.K. and U.S.  departments,  became Fund
Manager in the Japanese Department, played a prominent role in the establishment
and operation of  Yamaichi-Murray  Johnstone,  and then began to support  Murray
Johnstones growing U.S. business.

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

Calvert Group,  Ltd., parent of the Fund's investment  advisor,  transfer agent,
and  distributor,  is a subsidiary  of Acacia Mutual Life  Insurance  Company of
Washington, D.C. Calvert Group is one of the largest investment management firms
in the  Washington,  D.C. area.  Calvert Group,  Ltd. and its  subsidiaries  are
located at 4550 Montgomery Avenue, Suite 1000N, Bethesda,  Maryland 20814. As of
December 31, 1994,  Calvert Group managed and  administered  assets in excess of
$4.2 billion and more than 200,000 shareholder and depositor accounts.

Murray Johnstone International, Ltd. is the Fund's Sub-Advisor.

Murray Johnstone  International,  Ltd. (the "Sub-Advisor") is the Sub-Advisor to
the Fund. Its principal  business office in the U.S. is 875 N. Michigan  Avenue,
Suite 3415, Chicago,  Illinois 60611. The Sub-Advisor manages the investment and
reinvestment of the assets of the Fund, although the Advisor may manage the U.S.
dollar  portion of the Fund's  cash  reserves.  The  Advisor  will  continuously
monitor and evaluate the  performance and investment  style of the  Sub-Advisor.
The Sub-Advisor is a wholly-owned subsidiary of United Asset Management Company.

The Advisor  receives a fee based on a  percentage  of the Fund's  assets.  From
this, it pays the Sub-Advisor.

The Investment Advisory Agreement between the Fund and the Advisor provides that
the  Advisor is  entitled to an annual  fee,  payable  monthly,  of 1.00% of the
Fund's  average  daily net  assets up to $250  million,  0.975% of the next $250
million,  and 0.925% on assets in excess of $500 million. The Advisor may in its
discretion defer its fees or assume the Fund's operating expenses.  For the year
ended September 30, 1994, no fees were waived and expenses equal to 0.50% of the
Class C average  daily  net  assets  were  reimbursed  for  Class C Shares.  The
Investment Advisory Agreement provides that the Advisor may later, to the extent
permitted by law, recapture any fees it deferred,  or expenses it assumed during
the two prior years. During the 1994 fiscal year, the Advisor recaptured fees it
had deferred in 1992 from Class A Shares, equal to 0.04% of current year average
daily net assets.

The Investment  Sub-Advisory  Agreement  between the Advisor and the Sub-Advisor
provides that the Sub-Advisor is entitled to a sub-advisory  fee of 0.45% of the
Fund's average daily net assets  managed by the  Sub-Advisor up to $250 million,
0.425%  on the next  $250  million  and  0.40% on such  assets in excess of $500
million. The Sub-Advisor's fee is paid by the Advisor, not the Fund.

Calvert Administrative Services Company provides administrative services for the
Fund.

Calvert  Administrative  Services Company ("CASC"), an affiliate of the Advisor,
has  been  retained  by the  Fund to  provide  certain  administrative  services
necessary to the conduct of its affairs, including the preparation of regulatory
filings and shareholder  reports, the daily determination of its net asset value
per share and  dividends,  and the  maintenance  of its  portfolio  and  general
accounting  records.  For providing such services,  CASC receives an annual fee,
payable monthly, from the Fund of 0.10% of the Fund's aggregate daily net assets
with a minimum fee of $40,000 per year.

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

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

The transfer agent keeps your account records.

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

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Fund in several ways.

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

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

Alternative Sales Options

The Fund offers two classes of shares:

Class A Shares - Front End Load Option

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

Class C shares - Level Load Option

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

Class C shares have higher expenses

The Fund bears some of the costs of selling its shares under Distribution
Plans adopted with respect to its Class A and Class C shares pursuant to
Rule 12b-1 under the 1940 Act. Payments under the Class A Distribution Plan
are limited to 0.35% annually of the average daily net asset value of Class
A shares. The Class C Distribution Plan provides for the payment of an
annual distribution fee to CDI of up to 0.75%, plus a service fee of up to
0.25%, for a total of 1.00% of the average daily net assets attributable to
Class C.

Considerations for deciding which class of shares to buy

Income  distributions  for Class A shares will probably be higher than those for
Class C shares, as a result of the distribution  expenses  described above. (See
also  "Yield  and Total  Return.")  You  should  consider  Class A shares if you
qualify for a reduced  sales charge under Class A. Other  factors  affecting the
class  decision  include  the amount of the  purchase or if you plan to hold the
shares for several years.

Class A Shares

Class A shares are offered at net asset value plus a front-end  sales  charge as
follows:
                                                                  Concession to
                                                                  Dealers as a %
                                As a % of         As a % of Net    of Amount
                                Offering Price    Amount Invested   Invested
     Amount of Investment
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 Less than $50,000                  4.75%             4.99%         4.00%
 $50,000 but less than $100,000     3.75%             3.90%         3.00%
 $100,000 but less than $250,000    2.75%             2.83%         2.25%
 $250,000 but less than $500,000    1.75%             1.78%         1.25%
 $500,000 but less than $1,000,000  1.00%             1.01%         0.80%
 $1,000,000 and over                0.00%             0.00%         0.25%*


*For new  investments  (new purchases but not exchanges) of $1 million or more a
broker-dealer will have the choice of being paid a finder's fee by CDI in one of
the following methods: (1) CDI may pay broker-dealer,  on a monthly basis for 12
months,  an annual rate of 0.30%.  Payments  will be made monthly at the rate of
0.025% of the amount of the  investment,  less  redemptions;  or (2) CDI may pay
broker-dealers  0.25% of the amount of the purchase;  however,  CDI reserves the
right to recoup any  portion of the  amount  paid to the dealer if the  investor
redeems  some or all of the shares from the Fund within  thirteen  months of the
time of purchase.

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

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

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

Class A Distribution Plan

The Fund has adopted a Distribution Plan with respect to its Class A shares (the
"Class A  Distribution  Plan"),  which provides for payments at a maximum annual
rate of 0.35% of the  average  daily net asset  value of Class A shares,  to pay
expenses  associated  with the  distribution  and  servicing  of Class A shares.
Amounts paid by the Fund to CDI under the Class A Distribution  Plan are used to
pay to dealers and others,  including  CDI  salespersons  who service  accounts,
service  fees at an annual  rate of up to 0.25% of the  average  daily net asset
value of  Class A  shares,  and to pay CDI for its  marketing  and  distribution
expenses,  including,  but not limited to,  preparation of advertising and sales
literature  and  the  printing  and  mailing  of   prospectuses  to  prospective
investors.  During the fiscal year ended September 30, 1994, the Fund paid Class
A Distribution Plan expenses of 0.25% of average net assets.

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

Class C Shares

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

Class C Distribution Plan

The Fund has adopted a Distribution Plan with respect to its Class C shares (the
"Class C Distribution  Plan"),  which provides for payments at an annual rate of
up to 1.00% of the  average  daily  net asset  value of Class C  shares,  to pay
expenses of the  distribution  and servicing of Class C shares.  Amounts paid by
the Fund under the Class C  Distribution  Plan are currently  used by CDI to pay
dealers and other selling firms dealer-paid quarterly  compensation at an annual
rate of up to 0.75%,  plus a service  fee, as  described  above  under  "Class A
Distribution Plan," of up to 0.25%, of the average daily net asset value of each
share sold by such others.  For the fiscal year ended  September  30, 1994,  the
Fund paid Class C Distribution Plan expenses of 1.00% of average net assets.

Arrangements with Broker-Dealers and Others

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

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

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

Method       Initial investment                    Additional Investments

By Mail      $2,000 minimum                        $250 minimum

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

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

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

Through
Your Broker  $2,000 minimum                        $250 minimum

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

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

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

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

Calvert account.
By Bank
Wire         $2,000 minimum                        $250 minimum

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

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

NET ASSET VALUE

Net asset value, or "NAV," refers to the worth of one share.  NAV is computed by
adding  the  value of all  portfolio  holdings,  plus  other  assets,  deducting
liabilities  and then  dividing the result by the number of shares  outstanding.
The NAV of each  class  will  vary  daily  based  on the  market  values  of its
investments.  This value is calculated at the close of the Fund's  business day,
which  coincides  with the closing of the regular  session of the New York Stock
Exchange  (normally 4:00 p.m.  Eastern time). The Fund is open for business each
day the New York Stock  Exchange is open.  All  purchases of Fund shares will be
confirmed and credited to your account in full and fractional shares (rounded to
the nearest 1/1000th of a share).

Fund securities and other assets are valued based on market  quotations,  except
that  securities  maturing  within 60 days are  valued  at  amortized  cost.  If
quotations are not  available,  securities are valued by a method that the Board
of Directors  believes  accurately  reflects  fair value.  Securities  which are
primarily  traded on foreign  securities  exchanges are generally  valued at the
preceding  closing values of such securities on their respective  exchanges (See
the Statement of Additional  Information --  "Determination of Net Asset Value")
relating to the valuation of foreign securities. Financial futures are valued at
the settlement  price  established each day by the board of trade or exchange on
which they are traded. All assets and liabilities initially expressed in foreign
currency  values will be converted  into United States dollars as last quoted by
any recognized dealer.

WHEN YOUR ACCOUNT WILL BE CREDITED

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

Your purchase will be processed at the next offering price based on the next net
asset  value  calculated  after your order is  received  and  accepted.  If your
purchase is made by federal  funds wire,  or  exchange,  and is received by 4:00
p.m.  (Eastern  time),  your account will be credited on the day of receipt.  If
your purchase is received after 4:00 p.m.  Eastern time, it will be credited the
next business day. All your  purchases  must be made in U.S.  dollars and checks
must be drawn on U.S.  banks.  No cash will be accepted.  The Fund  reserves the
right to suspend  the  offering  of shares for a period of time or to reject any
specific  purchase  order.  If your check does not clear,  your purchase will be
cancelled  and you will be  charged a $10 fee plus costs  incurred  by the Fund.
When you purchase by check or with Calvert Money  Controller,  the Fund can hold
payment on redemptions  until it is reasonably  satisfied that the investment is
collected  (normally  10  business  days  from  purchase  date).  To avoid  this
collection  period,  you can wire federal funds from your bank, which may charge
you a fee.

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

EXCHANGES

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

If your investment goals change, the Calvert Group Family of Funds has a variety
of investment  alternatives  that includes  common stock funds,  tax-exempt  and
corporate  bond funds,  and money  market  funds.  The  exchange  privilege is a
convenient way to buy shares in other Calvert Group Funds in order to respond to
changes in your goals or in market conditions.  However, the Fund is intended as
a long-term  investment and not for frequent short-term trades.  Before you make
an exchange from a Fund, please note the following:

Call your broker or a Calvert  representative  for  information and a prospectus
for any of Calvert's other Funds  registered in your state.  Read the prospectus
of the Fund into which you want to exchange for relevant information,  including
class offerings. The exchange privilege is only available in states where shares
of the fund into which you want to exchange are registered for sale.

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 on the
transaction.

Complete  and sign an  application  for an account in that fund,  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 you have not declined  telephone  transaction  privileges  and the
shares are not in  certificate  form. See "Selling Your Shares" and "How to Sell
Your Shares-- By Telephone, and--By Exchange to Another Calvert Group Fund."

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

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

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

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour yield and prices

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

Calvert Money Controller

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

This service allows you to authorize  electronic  transfers of money to purchase
or sell shares.  You use Calvert Money Controller like an "electronic  check" to
move money ($50 to  $300,000)  between your bank account and your account in the
Fund with one phone call.  Allow one or two business days after the call for the
transfer to take place; for money recently invested, allow normal check clearing
time (up to 10 business days) before redemption  proceeds are sent to your bank.
All Calvert Money Controller  transaction requests must be received by 4:00 p.m.
Eastern time.

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

Telephone Transactions

Calvert may record all telephone calls.

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

Optional Services

Complete  the  "Option"  sections  of the  application  for the  easiest  way to
establish services.

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

Householding of General Mailings

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

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

Special Services and Charges

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

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

Tax-Saving Retirement Plans

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

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

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

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

Simplified  Employee Pension Plan (SEP-IRA):  available to self-employed  people
and their partners, or to corporations.  Salary reduction pension plans (SAR-SEP
IRAs) are also available to employers with 25 or fewer employees.

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

HOW TO SELL YOUR SHARES

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

Redemption Requirements To Remember

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

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

Minimum account balance is $1,000.

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

By Mail To:

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

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

Type of Registration                Requirements

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

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

By Telephone

Please call  800-368-2745.  You may redeem shares from your account by telephone
and have your money  mailed to your  address of record or wired to an address or
bank you have previously authorized. A charge of $5 is imposed on wire transfers
of less than $1,000. See "Telephone Transactions" on page ___. If for any reason
you are  unable  to  reach  the Fund by  telephone,  whether  due to  mechanical
difficulties,  heavy  market  volume,  or  otherwise,  you  may  send a  written
redemption  request to the Fund by overnight  mail,  or, if your account is held
through a broker, see "Through Your Broker" below.

Calvert Money Controller

Please allow  sufficient  time for Calvert Group to process your initial request
for this service  (normally 10 business days).  Your request for a redemption by
this  service must be received by 4:00 p.m.  Eastern  time.  Accounts  cannot be
closed by this service.

Exchange to Another Calvert Group Fund

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

Systematic Check Redemptions

If you have an account with a balance of $10,000 or more, you may have up to two
(2) regular monthly or quarterly  redemption checks for $100 or more sent to you
or another  recipient on the 15th of the month.  This service must be authorized
in advance, with a signature-guaranteed letter.

Through your Broker

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

DIVIDENDS AND TAXES

Each year, the Fund distributes  substantially  all of its net investment income
and capital gains to shareholders.

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

Dividend Payment Options

Dividends and distributions are automatically  reinvested in additional  shares,
unless on the account  application  you request to have them paid to you in cash
(by check or by Calvert  Money  Controller).  You may also  request to have your
dividends and distributions from the Fund invested at net asset value ("NAV") in
shares of any other Calvert Group Fund. If you choose to have them reinvested in
the same Fund,  the new shares will be purchased at the NAV (no sales charge) on
the reinvest date, which is generally 1 to 3 days prior to the payment date. You
must  notify the Fund in writing  prior to the record date if you want to change
your payment options.  If you elect to have dividends and/or  distributions paid
in cash, and the U.S.  Postal Service cannot deliver the check, or if it remains
uncashed for six months, it, as well as future dividends and distributions, will
be reinvested in additional shares.

"Buying a Dividend"

At the time of purchase,  the share price of the Fund 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 as dividends or capital  gains  distributions.  On the record date for a
distribution,  the  Fund's  per  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

The Fund normally  distributes all net income and capital gain to  shareholders.
These  distributions  are taxable to you regardless of whether they are taken in
cash or  reinvested.  Distributions  of dividends  and net  realized  short-term
capital gains are taxable as ordinary income;  capital gains  distributions  are
taxable as  long-term  capital  gains  regardless  of how long you have held the
shares. Dividends and distributions declared in December and paid in January are
taxable in the year they are  declared.  The Fund will mail you Form 1099-DIV in
January indicating the federal tax status of your dividends.

Distributions  resulting  from the sale of certain  foreign  currencies and debt
securities  are taxed as  ordinary  income gain or loss.  If these  transactions
result in reducing  the Fund's net  income,  a portion of the  dividends  may be
classified as a return of capital (which lowers your tax base). If the Fund pays
taxes to foreign  governments  during the year, the taxes will reduce the Fund's
dividends but will still be included in your taxable income. However, you may be
able to claim an  offsetting  credit or  deduction  on your tax  return for your
portion of foreign taxes paid by the Fund.

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

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

Taxpayer Identification Number, Back-up Withholding

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

EXHIBIT A

REDUCED SALES CHARGES (CLASS A ONLY)

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

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

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

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

A  "qualified  group" is one which (i) has been in  existence  for more than six
months,  (ii) has a purpose other than acquiring Fund shares at a discount,  and
(iii)  satisfies  uniform  criteria  which enable CDI and dealers  offering Fund
shares to realize  economies of scale in distributing  such shares.  A qualified
group must have more than 10  members,  must be  available  to arrange for group
meetings  between  representatives  of CDI or  dealers  distributing  the Fund's
shares,  must agree to include sales and other materials  related to the Fund in
its  publications  and  mailings  to  members  at  reduced  or no cost to CDI or
dealers,  and  must  seek  to  arrange  for  payroll  deduction  or  other  bulk
transmission of investments to the Fund.

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

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

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

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

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 your account with
no additional sales charge.

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

================================================================================
To Open an Account:
     800-368-2748                              Prospectus
                                               January 31, 1995
                                               As Revised September 30, 1995

                                               CALVERT WORLD
                                               VALUES FUND, INC.
                                               Global Equity Fund

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

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

TDD for Hearing Impaired:
800-541-1524

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


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

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

Table of Contents

Fund Expenses
Financial Highlights
Investment Objective and Policies
Risk Factors
Investment Techniques and Related Risks
Social Screens
Total Return
Management of the Fund
SHAREHOLDER GUIDE:
How to Buy Shares
Net Asset Value
When Your Account Will Be Credited
Exchanges
Other Calvert Group Services
How to Sell Your Shares
Dividends and Taxes
Exhibit A - Reduced Sales Charges


- --------




PROSPECTUS
January 31, 1995

CALVERT WORLD VALUES FUND, INC.
GLOBAL EQUITY FUND
4550 Montgomery Avenue, Bethesda, Maryland 20814

INVESTMENT OBJECTIVE

The investment  objective of Calvert World Values Fund, Inc., Global Equity Fund
(the "Fund") is to achieve a high total return  consistent with reasonable risk,
by investing primarily in a globally diversified portfolio of equity securities.
To the  extent  possible,  investments  are  made  in  enterprises  that  make a
significant  contribution  to our global  society  through  their  products  and
services and through the way they do business.  In particular,  the Fund intends
to  invest  a part of its  assets  in  companies  with  strong  interest  in the
environment,  human  rights and health care.  Investments  must satisfy both the
financial and social criteria of the Fund.

PURCHASE INFORMATION

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

ADVISORS

Calvert Asset Management  Company,  Inc. is the Fund's Advisor,  responsible for
overall  management  and  supervision  of the Fund's  investment  and day-to-day
management.  Murray  Johnstone  International,  Ltd. is the Fund's  Sub-Advisor,
responsible for asset  allocation and selection of the specific  investments for
the Fund. See "Management of the Fund."

TO OPEN AN ACCOUNT

Call your  broker,  or complete  and return the  enclosed  Account  Application.
Minimum  initial  investment  is  $2,000  (may be lower for  certain  retirement
plans).

ABOUT THIS PROSPECTUS

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

A Statement of Additional  Information (dated January 31, 1995) for the Fund has
been filed with the Securities and Exchange  Commission and is  incorporated  by
reference.  This  free  Statement  is  available  upon  request  from the  Fund:
800-368-2748.

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

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

================================================================================
<TABLE>
<CAPTION>

FUND EXPENSES

                                             Class A      Class C
<S>                                          <C>          <C>

A.  Shareholder Transaction Costs
    Maximum Front-End Sales Charge on        4.75%         None
    Purchases (as a percentage of offering
    price)
    Contingent Deferred Sales Charge         None          None

B.  Annual Fund Operating Expenses<F1>
    Fiscal Year 1994
    (as a percentage of net assets, net of
    any applicable expense
    reimbursement/fee waiver)
    Management Fees                          1.10%         1.10%
    Rule 12b-1 Service and Distribution Fees
                                             0.25%         1.00%
    Other Expenses                           0.64%         1.72%
    Total Fund Operating Expenses            1.99%         3.82%

<FN>
<F1>Expense ratios for Class A shares have been restated to reflect expenses
anticipated for the current fiscal year.
</FN>
</TABLE>



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

<TABLE>
<CAPTION>


                              1 Year    3 Years      5 Years     10 Years
<S>                           <C>       <C>          <C>         <C>

Class A (Assumes payment
of maximum initial sales        $67      $107         $150         $268
charge at time of purchase.)

Class C                         $38      $117         $197         $405

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

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

B.  Annual  Fund  Operating  Expenses.  Management  Fees are paid by the Fund to
Calvert Asset Management Company, Inc.  ("Investment  Advisor") for managing the
Fund's   investments   and  business   affairs.   Management  fees  include  the
Sub-Advisory   fee  paid  by  the   Investment   Advisor  to  Murray   Johnstone
International, Ltd., ("Sub-Advisor"), and the Administrative Service fee paid to
Calvert  Administrative  Services  Company.  The Fund incurs Other  Expenses for
maintaining shareholder records,  furnishing shareholder statements and reports,
and  other  services.  Management  Fees and Other  Expenses  have  already  been
reflected  in the Fund's  daily  share  price and are not  charged  directly  to
individual  shareholder  accounts.  Please refer to "Management of the Fund" for
further  information.  The Advisor may voluntarily defer fees or assume expenses
of the Fund.  For the year ended  September  30,  1994,  no fees were waived and
$4,980 of expenses were reimbursed for Class C Shares.  The Investment  Advisory
Agreement  provides that the Advisor may later, to the extent  permitted by law,
recapture  any fees it  deferred  or  expenses  it assumed  during the two prior
years; provided,  however, that total Annual Fund Operating Expenses for Class A
shall not  exceed  2.00% of  average  net  assets  during  any year in which the
Advisor elects to exercise the recapture provision. During the 1994 fiscal year,
the  Advisor  recaptured  $45,532 of fees it had  deferred  in 1992 from Class A
Shares. The above table reflects these agreements.

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

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

================================================================================
FINANCIAL HIGHLIGHTS

The following  table  provides  information  about the financial  history of the
Fund's Class A and C shares.  It expresses the  information in terms of a single
share  outstanding  for the Fund  throughout  each  period.  The  table has been
audited by  Coopers &  Lybrand,  independent  accountants,  whose  report on the
period from July 2, 1992 (commencement of operations) through September 30, 1994
is included in the Annual Report to  Shareholders  of the Fund. The table should
be read in  conjunction  with the financial  statements and their related notes.
The  Annual  Report  to  Shareholders  is  incorporated  by  reference  into the
Statement of Additional Information.


<TABLE>
<CAPTION>

                                                        Class C Shares
                                                        From Inception (March 1,
                                                        1994) To Sept. 30, 1994
<S>                                                            <C>

Net Asset Value, Beginning of Period                          $18.24

Income from investment operations
Net investment income                                         (.06)
Net realized and unrealized gain (loss) on investments
                                                              (.32)
Total from investment operations                              (.38)

Distributions to shareholders
Distributions from net investment income                      --

Distribution from capital gains                               --
Total Distributions                                           --

Total increase (decrease) in net asset value                  (.38)

Net asset value, end of period                                $17.86

Total return<F2>                                                 (1.27)%

Ratio of expenses to average net assets                       3.32%(a)

Ratio of net income to average net assets                     (1.16)%(a)

Increase reflected in above net investment income ratios due
to expense reimbursement                                      .50%(a)

Portfolio Turnover                                            78%

Net assets, end of period                                     $3,620,045

Number of shares outstanding at end of period (in thousands)
                                                              203
<FN>
<F2>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>

                                                          Class A Shares
                                                          Year Ended Sept. 30,
                                                               1994
<S>                                                            <C>

Net Asset Value, Beginning of Period                            $16.35

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

Distributions to shareholders
Distributions from net investment income                        (.03)
Distributions in excess of net investment income
                                                                (.04)
Distribution from capital gains                                 (.43)
Total Distributions                                             (.50)

Total increase (decrease) in net asset value                    1.64

Net asset value, end of period                                  $17.99

Total return<F2>                                                13.44%

Ratio of expenses to average net assets                         1.96%

Ratio of net income to average net assets                       (.04)%

Increase reflected in above net investment income ratio due
to expense reimbursement                                        (.04)%

Portfolio Turnover                                              78%

Net assets, end of period                                       $175,543,369

Number of shares outstanding at end of period (in thousands)
                                                                9,755
<FN>
<F2>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>
                                                              Class A Shares


                                                            Year Ended Sept. 30,
                                                            1993
                                                            ====================
<S>                                                           <C>

Net Asset Value, Beginning of Period                          $14.31

Income from investment operations
Net investment income                                         .08
Net realized and unrealized gain (loss) on investments
                                                              2.04
Total from investment operations                              2.12

Distributions to shareholders
Distributions from net investment income                      (.05)
Distribution from capital gains                               (.03)
Total Distributions                                           (.08)

Total increase (decrease) in net asset value                  2.04

Net asset value, end of period                                $16.35

Total return<F3>                                              14.95%

Ratio of expenses to average net assets                       1.50%

Ratio of net income to average net assets                     .80%

Increase reflected in above net investment income ratio due
to expense reimbursement                                      .20%

Portfolio turnover                                            35%

Net assets, end of period                                     $54,280,381

Number of shares outstanding at end of period (in thousands)
                                                              3,319
<FN>
<F3>Total return does not reflect deduction of Class A front-end sales charge.
(a) Annualized
</FN>
</TABLE>

================================================================================
<TABLE>
<CAPTION>

                                                      From Commencement of
                                                      Operations (July 2, 1992)
                                                      through Sept. 30, 1992
                                                      ==========================
<S>                                                    <C>

Net Asset Value, Beginning of Period                   $15.00

Income from investment operations
Net investment income                                  .02
Net realized and unrealized gain (loss) on investments
                                                       (.71)
Total from investment operations                       (.69)

Distributions to shareholders
Distributions from net investment income               --
Distribution from capital gains                        --
Total Distributions                                    --

Total increase (decrease) in net asset value           (.69)

Net asset value, end of period                         $14.31

Total return<F3>                                       (4.60)%

Ratio of expenses to average net assets                1.01%(a)

Ratio of net income to average net assets              1.23%(a)

Increase reflected in above net investment income ratio
to expense reimbursement                               .60%(a)

Portfolio turnover                                     --

Net assets, end of period                              $8,439,650

Number of shares outstanding at end of period
  (in thousand)                                           590


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

================================================================================
INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

The Fund seeks to provide a high total return consistent with reasonable risk by
investing  primarily in a globally  diversified  portfolio of equity securities.
All  investments  are screened for financial and social  criteria.  There is, of
course, no assurance that the Fund will be successful in meeting its objective.

Under normal  circumstances,  the Fund will invest at least 65% of its assets in
equity securities.

The Fund will invest primarily in common stocks of established  foreign and U.S.
companies  believed by the  Sub-Advisor  to have  potential for capital  growth,
income or both.  Companies are considered  established  if their  securities are
traded on a recognized stock exchange. However, the Fund may invest in any other
type  of  security  including,  but  not  limited  to,  convertible  securities,
preferred  stocks,   bonds,  notes  and  other  debt  securities  of  companies,
(including  Euro-currency  instruments and  securities) or of any  international
agency (such as the Asian Development Bank or  Inter-American  Development Bank)
or  obligations  of  domestic  or  foreign   governments   and  their  political
subdivisions,  and in foreign currency transactions. See "Debt Obligations." The
Fund may establish and maintain reserves for temporary  defensive purposes or to
enable it to take advantage of buying opportunities.  The Fund's reserves may be
invested in  domestic as well as foreign  short-term  money  market  instruments
including,   but  not  limited  to,  U.S.  and  foreign  government  and  agency
obligations, and obligations of supranational entities, certificates of deposit,
bankers' acceptances, time deposits, commercial paper, short-term corporate debt
securities and repurchase agreements. Any money market instruments will be rated
at least  A-2/P-2  or  better  by a  nationally  recognized  statistical  rating
organization such as Standard and Poor's or Moody's, or, if unrated,  determined
by the Advisor or Sub-Advisor to be of equivalent  credit quality.  The Fund may
also engage in certain options  transactions,  and enter into futures  contracts
and related  options for  hedging  purposes.  (See  "Investment  Techniques  and
Risks.")

Under normal  circumstances,  the Fund will invest at least 65% of its assets in
the securities of issuers in no less than three  countries,  one of which may be
the USA.

The Fund makes  investments in various  countries.  Under normal  circumstances,
business  activities  in  a  number  of  different  foreign  countries  will  be
represented  in the Fund's  investments.  The Fund may, from time to time,  have
more than 25% of its  assets  invested  in any  major  industrial  or  developed
country which in the view of the Sub-Advisor  poses no unique  investment  risk.
The  Sub-Advisor  considers an investment in a given foreign country to have "no
unique  investment  risk"  if the  Fund's  investment  in  that  country  is not
disproportionate  to the relative size of the country's market versus the Morgan
Stanley  Capital  International  Europe-Far  East-Asia  (EFEA) or World Index or
other  comparable  index, and if the capital markets in that country are mature,
and of sufficient  liquidity  and depth.  Under  exceptional  economic or market
conditions,  the Fund may invest  substantially all of its assets in only one or
two  countries,  or in U.S.  government  obligations  or securities of companies
incorporated in and having their principal activities in the U.S.

The Sub-Advisor  considers  several factors in determining the various countries
in which to invest.

In  determining  the  appropriate  distribution  of  investments  among  various
countries and geographic regions,  the Sub-Advisor  ordinarily will consider the
following  factors:   prospects  for  relative  economic  growth  among  foreign
countries;  expected  levels of inflation;  relative price levels of the various
capital  markets;  government  policies  influencing  business  conditions;  the
outlook  for  currency  relationships  and the  range of  individual  investment
opportunities available to the global investor. The Fund may make investments in
developing  countries,  which involve  exposure to economic  structures that are
generally  less diverse and mature than in the United  States,  and to political
systems  which may be less stable.  A country is  considered  to be a developing
country if it is not included in the Morgan Stanley Capital  International World
Index.  Examples of developing  countries would currently include countries such
as Argentina,  Brazil,  Indonesia,  Taiwan,  Mexico,  Turkey,  Chile, India, and
Korea.  Investing in developing countries often involves risk of high inflation,
high sensitivity to commodity  prices,  and government  ownership of the biggest
industries in that country.  Investing in developing  countries  also involves a
higher probability of occurrence of the risks of investing in foreign securities
in general,  including but not limited to, less financial information available,
relatively  illiquid markets,  and the possibility of adverse  government action
(see  "Risk  Factors"  below).  No more than 30% of the Fund's net assets may be
invested in the securities of issuers  located in developing  countries.  In the
past,  markets of developing  countries have been more volatile than the markets
of  developed  countries;  however,  such  markets  often have  provided  higher
long-term  rates of return to  investors.  The  Sub-Advisor  believes that these
characteristics may be expected to continue in the future.

Generally,  the Fund will not trade in securities for short-term  profits,  but,
when circumstances warrant,  securities may be sold without regard to the length
of time held.

Debt obligations

Although the Fund invests  primarily in equity  securities,  it may invest up to
35% of its net assets in debt securities, excluding money market instruments. Of
this, at least 30% will be of the highest credit quality available (rated AAA or
Aaa by Standard & Poor's (S&P) or Moody's,  respectively, or if not rated by S&P
or Moody's,  then  determined  by the  Sub-Advisor  to be of  equivalent  credit
quality).  All fixed income instruments are subject to interest-rate  risk; that
is, when market interest rates rise, the current  principal value of a bond will
decline. The remaining 5% of Fund assets that may be invested in debt securities
may be rated lower than AAA or Aaa,  but in no event lower than BBB or Baa,  or,
if unrated,  then  determined  by the  Sub-Advisor  to be of  equivalent  credit
quality.  The Sub-Advisor does not intend to purchase any bonds rated lower than
AAA unless the  instrument  provides an  opportunity  to invest in an attractive
company in which an equity investment is not currently available or desirable.

The Fund will not buy any bonds rated less than investment grade. If a change in
credit  quality  after  acquisition  by the Fund causes the bond to no longer be
investment  grade,  the  Sub-Advisor,  will  generally  dispose  of the  bond if
necessary  to keep  its  holdings,  if any,  of such  bonds to 5% or less of the
Fund's assets. See the Statement of Additional Information, "Credit Quality" and
"Appendix--Corporate  Bond and Commercial Paper Ratings" for more information on
bond ratings and credit quality.

Foreign Government Securities

The Sub-Advisor may from time to time invest in the debt  instruments of foreign
sovereign  governments.  These may include short-term  treasury bills, notes and
long-term  bonds, and will only be considered for investment by the Fund if they
have the full guarantee of the government in question.  The Sub-Advisor will not
invest in  foreign  government  securities  with a rating by  Moody's  Investors
Services lower than AA2.

RISK FACTORS

An investment in the Fund is subject to various risks.  The net asset value will
fluctuate  in  response  to  changes in market  conditions  and the value of the
Fund's portfolio  investments.  The Fund's use of certain investment techniques,
such as  foreign  currency  options,  involve  special  risks.  See  "Investment
Techniques and Related Risks."

There are  substantial  and  different  risks  involved in  investing in foreign
securities.  You should consider these risks  carefully.  For example,  there is
generally less publicly  available  information  about foreign companies than is
available  about  companies  in the U.S.  Foreign  companies  are not subject to
uniform  audit and financial  reporting  standards,  practices and  requirements
comparable to those in the U.S.

Foreign  securities  involve  currency risks. The U.S. dollar value of a foreign
security  tends to  decrease  when the value of the  dollar  rises  against  the
foreign currency in which the security is denominated and tends to increase when
the value of the dollar falls against such  currency.  Fluctuations  in exchange
rates may also  affect the earning  power and asset value of the foreign  entity
issuing the  security.  Dividend  and  interest  payments may be returned to the
country of origin,  based on the exchange rate at the time of disbursement,  and
restrictions  on capital flows may be imposed.  Losses and other expenses may be
incurred in converting  between various currencies in connections with purchases
and sales of foreign securities.

Foreign  stock  markets are  generally not as developed or efficient as those in
the U.S. In most foreign  markets volume and liquidity are less than in the U.S.
and, at times,  volatility  of price can be greater than that in the U.S.  Fixed
commissions on foreign stock exchanges are generally  higher than the negotiated
commissions on U.S.  exchanges.  There is generally less government  supervision
and  regulation of foreign stock  exchanges,  brokers and companies  than in the
U.S.

There is also the  possibility  of adverse  changes in  investment  or  exchange
control regulations,  expropriation or confiscatory taxation, limitations on the
removal of funds or other assets, political or social instability, or diplomatic
developments  which could  adversely  affect  investments,  assets or securities
transactions of the Fund in some foreign countries. The Fund is not aware of any
investment or exchange control regulations which might substantially  impair the
operations of the Fund as described, although this could change at any time.

For  many  foreign  securities,   there  are  U.S.  dollar-denominated  American
Depository Receipts ("ADRs"),  which are traded in the U.S. on exchanges or over
the counter and are generally  sponsored and issued by domestic banks.  ADRs are
receipts  typically  issued  by a U.S.  bank or  trust  company  which  evidence
ownership  of  underlying  securities  of a  foreign  corporation.  ADRs  do not
eliminate  all the risk  inherent  in  investing  in the  securities  of foreign
issuers.  However, by investing in ADRs rather than directly in foreign issuers'
stock,  the Fund can avoid currency  risks and some  liquidity  risks during the
settlement  period for either purchases or sales. 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.  In general,  there is a large,  liquid  market in the U.S. for many
ADRs. The Fund may also invest in European Depository  Receipts ("EDRs"),  which
are receipts  evidencing an arrangement with a European bank similar to that for
ADRs and are designed for use in the European securities  markets.  EDRs are not
necessarily denominated in the currency of the underlying security.

The dividends and interest  payable on certain of the Fund's foreign  securities
may be  subject to  foreign  withholding  taxes,  thus  reducing  the net amount
available for  distribution to the Fund's  shareholders.  You should  understand
that the  expense  ratio of the Fund can be  expected to be higher than those of
investment  companies  investing only in domestic  securities since the costs of
operations are higher.

INVESTMENT TECHNIQUES and RELATED RISKS

The Fund may write  covered call  options and  purchase  call and put options on
securities  and security  indices,  and may write  secured put options and enter
into option transactions on foreign currency. It may also engage in transactions
in financial  futures  contracts and related options for hedging  purposes,  and
invest in repurchase  agreements.  These  investment  techniques and the related
risks are summarized  below and are described in more detail in the Statement of
Additional Information.

Writing (Selling) Call and Put Options

A call  option on a security,  security  index or a foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to buy the  underlying  security,  index or  foreign  currency  at the
exercise  price at any time  during  the option  period.  Upon  exercise  by the
purchaser,  the writer of a call  option on an  individual  security  or foreign
currency has the obligation to sell the  underlying  security or currency at the
exercise price. A call option on a securities  index is similar to a call option
on an individual  security,  except that the value of the option  depends on the
weighted  value  of the  group  of  securities  comprising  the  index  and  all
settlements  are to be made in cash.  A call  option  may be  terminated  by the
writer  (seller) by entering  into a closing  purchase  transaction  in which it
purchases an option of the same series as the option previously written.

A put  option on a  security,  security  index,  or foreign  currency  gives the
purchaser of the option,  in return for the premium paid to the writer (seller),
the right to sell the underlying  security,  index,  or foreign  currency at the
exercise price at any time during the option period.

Upon exercise by the purchaser, the writer of a put option has the obligation to
purchase the underlying  security or foreign  currency at the exercise  price. A
put option on a  securities  index is  similar to a put option on an  individual
security,  except that the value of the option  depends on the weighted value of
the group of securities  comprising  the index and all  settlements  are made in
cash.

The Fund may write exchange-traded call options on its securities.  Call options
may  be  written  on  portfolio  securities,   securities  indices,  or  foreign
currencies.  With respect to  securities  and foreign  currencies,  the Fund may
write call and put options on an exchange or  over-the-counter.  Call options on
portfolio  securities  will be  covered  since the Fund will own the  underlying
securities.  Call options on securities indices will be written only to hedge in
an  economically  appropriate way portfolio  securities  which are not otherwise
hedged with  options or  financial  futures  contracts  and will be "covered" by
identifying the specific portfolio  securities being hedged.  Options on foreign
currencies will be covered by securities  denominated in that currency.  Options
on securities indices will be covered by securities that substantially replicate
the  movement of the index.  The Fund may not write  options on more than 50% of
its total assets.  Management  presently intends to cease writing options if and
as long as 25% of such total assets are subject to outstanding options contracts
or if required under regulations of state securities administrators.

The Fund may  write  call and put  options  in order to  obtain a return  on its
investments  from the premiums  received and will retain the premiums whether or
not the options are  exercised.  Any  decline in the market  value of  portfolio
securities  or foreign  currencies  will be offset to the extent of the premiums
received (net of  transaction  costs).  If an option is  exercised,  the premium
received on the option will  effectively  increase the exercise  price or reduce
the difference between the exercise price and market value.

During the option period,  the writer of a call option gives up the  opportunity
for  appreciation  in the market  value of the  underlying  security or currency
above the  exercise  price.  It retains the risk of loss should the price of the
underlying  security or foreign  currency  decline.  Writing  call  options also
involves  risks  relating  to the  Fund's  ability  to close out  options it has
written.

During the option  period,  the writer of a put option has assumed the risk that
the price of the underlying  security or foreign currency will decline below the
exercise  price.  However,  the  writer  of the  put  option  has  retained  the
opportunity for an appreciation above the exercise price should the market price
of the underlying  security or foreign  currency  increase.  Writing put options
also involves  risks  relating to the Fund's ability to close out options it has
written.

Purchasing Call and Put Options, Warrants and Stock Rights

The  Fund  may  invest  up  to  an  aggregate  of  5% of  its  total  assets  in
exchange-traded  or  over-the-counter  call and put  options on  securities  and
securities indices and foreign currencies. Purchases of such options may be made
for the purpose of hedging against changes in the market value of the underlying
securities  or foreign  currencies.  The Fund may invest in call and put options
whenever, in the opinion of the Advisor or Sub-Advisor, a hedging transaction is
consistent with its investment objectives.  The Fund may sell a call option or a
put option which it has previously  purchased prior to the purchase (in the case
of a call)  or the sale (in the  case of a put) of the  underlying  security  or
foreign currency.  Any such sale would result in a net gain or loss depending on
whether  the amount  received  on the sale is more or less than the  premium and
other transaction costs paid on the call or put which is sold. Purchasing a call
or put option  involves the risk that the Fund may lose the premium it paid plus
transaction costs.

Warrants and stock rights are almost  identical to call options in their nature,
use and  effect  except  that they are  issued by the  issuer of the  underlying
security rather than an option writer, and they generally have longer expiration
dates  than call  options.  The Fund may  invest  up to 5% of its net  assets in
warrants and stock rights, but no more than 2% of its net assets in warrants and
stock  rights not listed on the New York Stock  Exchange or the  American  Stock
Exchange.

Financial Futures and Related Options

The Fund may enter into  financial  futures  contracts and related  options as a
hedge  against  anticipated  changes  in the  market  value of  their  portfolio
securities or  securities  which they intend to purchase or in the exchange rate
of foreign  currencies.  Hedging is the initiation of an offsetting  position in
the futures  market  which is intended to minimize  the risk  associated  with a
position's  underlying  securities  in the cash  market.  Investment  techniques
related to financial  futures and options are summarized below and are described
more fully in the Statement of Additional Information.

Financial futures contracts consist of interest rate futures contracts,  foreign
currency futures contracts and securities index futures  contracts.  An interest
rate futures contract  obligates the seller of the contract to deliver,  and the
purchaser to take  delivery of, the interest rate  securities  called for in the
contract at a specified future time and at a specified price. A foreign currency
futures  contract  obligates  the seller of the  contract  to  deliver,  and the
purchaser to take delivery of, the foreign  currency  called for in the contract
at a specified  future time and at a specified  price.  (See  "Foreign  Currency
Transactions.")  A securities  index assigns  relative  values to the securities
included  in the  index,  and the index  fluctuates  with  changes in the market
values of the securities so included.  A securities  index futures contract is a
bilateral agreement pursuant to which two parties agree to take or make delivery
of an amount of cash equal to a specified  dollar  amount  times the  difference
between the index value at the close of the last trading day of the contract and
the price at which the futures  contract is  originally  struck.  An option on a
financial futures contract gives the purchaser the right to assume a position in
the  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 may purchase and sell financial futures contracts which are traded on a
recognized  exchange or board of trade and may purchase exchange or board-traded
put  and  call  options  on  financial  futures  contracts.  It will  engage  in
transactions in financial futures contracts and related options only for hedging
purposes and not for  speculation.  In  addition,  the Fund will not purchase or
sell  any  financial   futures  contract  or  related  option  if,   immediately
thereafter, the sum of the cash or U.S. Treasury bills committed with respect to
its existing  futures and related  options  positions  and the premiums paid for
related options would exceed 5% of the market value of its total assets.  At the
time of purchase of a futures  contract or a call option on a futures  contract,
an amount of cash, U.S.  Government  securities or other appropriate  high-grade
debt  obligations  equal to the market value of the futures  contract  minus the
Fund's  initial  margin  deposit  with respect  thereto,  will be deposited in a
segregated  account with the Fund's  custodian bank to  collateralize  fully the
position and thereby  ensure that it is not  leveraged.  The extent to which the
Fund may enter into financial  futures contracts and related options may also be
limited by requirements of the Internal  Revenue Code of 1986 for  qualification
as a regulated investment company.

Closing out a Futures Position -- Risks

The Fund may close out its  position  in a  futures  contract  or an option on a
futures contract only by entering into an offsetting transaction on the exchange
on which the position was  established  and only if there is a liquid  secondary
market  for the  futures  contract.  If it is not  possible  to close a  futures
position entered into by the Fund, the Fund could be required to make continuing
daily cash payments of variation margin 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.  The
success of a hedging  strategy depends on the  Sub-Advisor's  ability to predict
the direction of interest rates and other economic  factors.  The correlation is
imperfect between movements in the prices of futures or options  contracts,  and
the movements of prices of the securities which are subject to the hedge. If 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.

Foreign Currency Transactions

The value of the Fund's  assets as  measured  in United  States  dollars  may be
affected  favorably or unfavorably by changes in foreign currency exchange rates
and exchange  control  regulations,  and the Fund may incur costs in  connection
with conversions between various  currencies.  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  currency  exchange  market,  or through forward
contracts to purchase or sell foreign  currencies.  A forward  foreign  currency
exchange 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 directly  between  currency  traders  (usually large
commercial banks) and their customers.

When the Fund  enters  into a contract  for the  purchase  or sale of a security
denominated  in a foreign  currency,  it may want to establish the United States
dollar cost or proceeds, as the case may be. By entering into a forward contract
in United  States  dollars  for the  purchase  or sale of the  amount of foreign
currency involved in the underlying  security  transaction,  the Fund is able to
protect  itself  against a possible  loss  between  trade and  settlement  dates
resulting from an adverse change in the  relationship  between the United States
dollar and such foreign currency.  However,  this tends to limit potential gains
which might result from a positive  change in such currency  relationships.  The
Fund may also hedge its  foreign  currency  exchange  rate risk by  engaging  in
currency financial futures and options transactions.

When the Advisor or the  Sub-Advisor  believes that the currency of a particular
foreign  country may suffer a  substantial  decline  against  the United  States
dollar,  it may enter  into a  forward  contract  to sell an  amount of  foreign
currency  approximating  the  value  of  some  or all of  the  Fund's  portfolio
securities  denominated in such foreign currency.  The forecasting of short-term
currency  market  movement is extremely  difficult and whether such a short-term
hedging strategy will be successful is highly uncertain.

It is  impossible  to forecast  with  precision  the market  values of portfolio
securities at the expiration of a contract. Accordingly, it may be necessary for
the Fund to  purchase  additional  currency  on the spot  market  (and  bear the
expense of such  purchase)  if the market value of the security is less than the
amount of foreign  currency  the Fund is obligated to deliver when a decision is
made to  sell  the  security  and  make  delivery  of the  foreign  currency  in
settlement of a forward contract. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the portfolio
security if its market value exceeds the amount of foreign  currency the Fund is
obligated to deliver.

If the  Fund  retains  the  portfolio  security  and  engages  in an  offsetting
transaction,  it will incur a gain or a loss (as described  below) to the extent
that there has been movement in forward contract prices.  If the Fund engages in
an offsetting transaction, it may subsequently enter into a new forward contract
to sell the foreign  currency.  Should  forward prices decline during the period
between the Fund's  entering  into a forward  contract for the sale of a foreign
currency and the date it enters into an offsetting  contract for the purchase of
the  foreign  currency,  it would  realize  gains to the extent the price of the
currency it has agreed to sell  exceeds the price of the  currency it has agreed
to purchase. Should forward prices increase, the Fund would suffer a loss to the
extent the price of the currency it has agreed to purchase  exceeds the price of
the currency it has agreed to sell. Although such contracts tend to minimize the
risk of loss due to a decline  in the value of the  hedged  currency,  they also
tend to limit any  potential  gain which might  result  should the value of such
currency  increase.  The  Fund may  have to  convert  its  holdings  of  foreign
currencies  into  United  States  dollars  from time to time.  Although  foreign
exchange  dealers do not charge a fee for  conversion,  they do realize a profit
based on the  difference  (the  "spread")  between  the prices at which they are
buying and selling various currencies.

Repurchase agreements

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

The Fund may lend its 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,
provided the value of the securities loaned from the Fund will not exceed 10% of
the Fund's assets.  Any such loans must be secured  continuously  in the form of
cash or  cash  equivalents  such  as U.S.  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 or Sub-Advisor  deems  creditworthy  and only on
such terms the Advisor or Sub-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  realize  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.

The Fund's  investment  objective  and those  policies set forth as  fundamental
investment  restrictions may not be changed without  shareholder  approval.  The
Fund's Statement of Additional  Information  describes  additional  policies and
restrictions concerning the portfolio investments of the Fund.

High Social Impact Investments

The Fund has adopted a  non-fundamental  policy that  permits it to invest up to
three percent of its assets in  investments  in securities  that offer a rate of
return  below  the then  prevailing  market  rate and  that  present  attractive
opportunities  for  furthering the Fund's social  criteria  ("High Social Impact
Investments").  In applying this  restriction,  the percentage of assets in such
securities shall be based upon the aggregate cumulative value at the time of the
respective  acquisitions  of such  securities  currently held by the Fund.  Such
securities  are  typically   illiquid  and  unrated  and  generally   considered
non-investment  grade debt securities which involve a greater risk of default or
price decline than  investment-grade  securities.  Through  diversification  and
credit analysis and limited maturity,  investment risk can be reduced,  although
there can be no assurance that losses will not occur.

Special Equities and Private Placements

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

Many private  placement  investments  have no readily  available  market and may
therefore be considered  illiquid.  Fund  investments in private  placements and
other  securities  for which market  quotations  are not readily  available  are
valued at fair market value as  determined by the Advisor or  Sub-Advisor  under
the direction and control of the Board.

SOCIAL SCREENS

The Fund carefully reviews company policies and behavior regarding social issues
important to global quality of life:

- -environment
- -human rights
- -nuclear energy
- -weapons systems
- -alcohol/tobacco
- -health care.

The Fund  currently  observes  the  following  operating  policies  which may be
changed by the Fund's Board of Directors without shareholder  approval:  (1) the
Fund  actively  seeks to invest in  companies  that achieve  excellence  in both
financial  return  and  environmental  soundness,  selecting  issuers  that take
positive steps toward preserving and enhancing our natural  environment  through
their operations and products,  and avoiding  companies with poor  environmental
records;  (2) the  Fund  will  not  invest  in  issuers  which  the  Advisor  or
Sub-Advisor ascertains contribute to human rights abuses in other countries; (3)
the Fund will not invest in producers of nuclear  power or nuclear  weapons,  or
companies with more than 10% of revenues  derived from the production or sale of
weapons systems; and (4) the Fund will not invest in companies which derive more
than 10% of revenues  from the  production of alcohol or tobacco  products,  and
actively  seeks to invest in companies  whose  products or services  improve the
quality of or access to health care,  including  public health and  preventative
medicine.

The Fund believes that there are  long-term  benefits  inherent in an investment
philosophy that demonstrates concern for the environment, human rights, economic
priorities,  and  international  relations.  Those  enterprises  which exhibit a
social awareness  measured in terms of the above  attributes and  considerations
should be better  prepared to meet future societal needs for goods and services.
By responding to social concerns,  these  enterprises  should not only avoid the
liability that may be incurred when a product or service is determined to have a
negative  social  impact  or has  outlived  its  usefulness,  but also be better
positioned  to  develop  opportunities  to  make a  profitable  contribution  to
society.  These  enterprises  should be ready to respond to external demands and
ensure  that over the  longer  term they  will be viable to  provide a  positive
return to both investors and society as a whole.

TOTAL RETURN

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

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

MANAGEMENT OF THE FUND

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

The Fund is a series of Calvert World Values Fund, Inc., an open-end diversified
management  investment  company organized as a Maryland  corporation on February
14, 1992. The other series of Calvert World Values Fund, Inc. is Calvert Capital
Accumulation Fund.

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

Calvert Asset Management serves as Advisor to the Fund.

Calvert Asset Management Company,  Inc. (the "Advisor") is the Fund's investment
advisor.  The  Advisor  provides  the  Fund  with  investment   supervision  and
management,  administrative  services and office space;  furnishes executive and
other personnel to the Fund; and pays the salaries and fees of all Directors who
are  affiliated  persons of the  Advisor.  The  Advisor  may also assume and pay
certain advertising and promotional  expenses of the Fund and reserves the right
to compensate  broker-dealers  in return for their promotional or administrative
services.  The Fund pays all other operating  expenses as noted in the Statement
of Additional Information.

The Fund's organizational expenses in the amount of $52,847 were advanced to the
Fund by the Advisor.  These  expenses  are being  amortized  over a  sixty-month
period which  commenced on July 2, 1992.  In the event that the Fund  liquidates
before the deferred organization expenses are fully amortized, the Advisor shall
bear such unamortized deferred organization expenses.

The Advisor  serves as  investment  advisor to six other  registered  investment
companies in the Calvert Group of Funds: First Variable Rate Fund for Government
Income;  Calvert  Tax-Free  Reserves;  Calvert Cash Reserves  (doing business as
Money Management Plus);  Calvert Social Investment Fund; Calvert Municipal Fund,
Inc.;  and The Calvert Fund.  The Advisor also serves as  investment  advisor to
Acacia Capital  Corporation,  a registered  investment  company whose shares are
sold to insurance  companies to fund the benefits under certain variable annuity
and variable life insurance policies.

Portfolio Manager

Investment  selections  for the Global Equity Fund are made by the  Sub-Advisor,
Murray Johnstone International,  Ltd. Andrew Preston, Portfolio Manager, studied
at Melbourne  University in Australia and Ritsumeikan  University in Japan prior
to working for the Australian  Department of Foreign  Affairs.  He joined Murray
Johnstone  in 1985 as an analyst in the U.K. and U.S.  departments,  became Fund
Manager in the Japanese Department, played a prominent role in the establishment
and operation of  Yamaichi-Murray  Johnstone,  and then began to support  Murray
Johnstones growing U.S. business.

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

Calvert Group,  Ltd., parent of the Fund's investment  advisor,  transfer agent,
and  distributor,  is a subsidiary  of Acacia Mutual Life  Insurance  Company of
Washington, D.C. Calvert Group is one of the largest investment management firms
in the  Washington,  D.C. area.  Calvert Group,  Ltd. and its  subsidiaries  are
located at 4550 Montgomery Avenue, Suite 1000N, Bethesda,  Maryland 20814. As of
December 31, 1994,  Calvert Group managed and  administered  assets in excess of
$4.2 billion and more than 200,000 shareholder and depositor accounts.

Murray Johnstone International, Ltd. is the Fund's Sub-Advisor.

Murray Johnstone  International,  Ltd. (the "Sub-Advisor") is the Sub-Advisor to
the Fund. Its principal  business office in the U.S. is 875 N. Michigan  Avenue,
Suite 3415, Chicago,  Illinois 60611. The Sub-Advisor manages the investment and
reinvestment of the assets of the Fund, although the Advisor may manage the U.S.
dollar  portion of the Fund's  cash  reserves.  The  Advisor  will  continuously
monitor and evaluate the  performance and investment  style of the  Sub-Advisor.
The Sub-Advisor is a wholly-owned subsidiary of United Asset Management Company.

The Advisor  receives a fee based on a  percentage  of the Fund's  assets.  From
this, it pays the Sub-Advisor.

The Investment Advisory Agreement between the Fund and the Advisor provides that
the  Advisor is  entitled to an annual  fee,  payable  monthly,  of 1.00% of the
Fund's  average  daily net  assets up to $250  million,  0.975% of the next $250
million,  and 0.925% on assets in excess of $500 million. The Advisor may in its
discretion defer its fees or assume the Fund's operating expenses.  For the year
ended September 30, 1994, no fees were waived and expenses equal to 0.50% of the
Class C average  daily  net  assets  were  reimbursed  for  Class C Shares.  The
Investment Advisory Agreement provides that the Advisor may later, to the extent
permitted by law, recapture any fees it deferred,  or expenses it assumed during
the two prior years. During the 1994 fiscal year, the Advisor recaptured fees it
had deferred in 1992 from Class A Shares, equal to 0.04% of current year average
daily net assets.

The Investment  Sub-Advisory  Agreement  between the Advisor and the Sub-Advisor
provides that the Sub-Advisor is entitled to a sub-advisory  fee of 0.45% of the
Fund's average daily net assets  managed by the  Sub-Advisor up to $250 million,
0.425%  on the next  $250  million  and  0.40% on such  assets in excess of $500
million. The Sub-Advisor's fee is paid by the Advisor, not the Fund.

Calvert Administrative Services Company provides administrative services for the
Fund.

Calvert  Administrative  Services Company ("CASC"), an affiliate of the Advisor,
has  been  retained  by the  Fund to  provide  certain  administrative  services
necessary to the conduct of its affairs, including the preparation of regulatory
filings and shareholder  reports, the daily determination of its net asset value
per share and  dividends,  and the  maintenance  of its  portfolio  and  general
accounting  records.  For providing such services,  CASC receives an annual fee,
payable monthly, from the Fund of 0.10% of the Fund's average daily net assets
with a minimum fee of $40,000 per year.

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

Effective  March 1,  1995,  Calvert  Distributors,  Inc.  ("CDI")  is the Fund's
principal  underwriter  and  distributor.  Under the  terms of its  underwriting
agreement  with the Fund, CDI markets and  distributes  the Fund's shares and is
responsible  for  payment of  commissions  and service  fees to  broker-dealers,
banks,  and financial  services  firms,  preparation  of  advertising  and sales
literature, and printing and mailing of prospectuses to prospective investors.
The transfer agent keeps your account records.

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

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Fund in several ways.

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

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

Alternative Sales Options

The Fund offers two classes of shares:

Class A Shares - Front End Load Option

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

Class C shares - Level Load Option

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

Class C shares have higher expenses

The Fund bears some of the costs of selling its shares under Distribution
Plans adopted with respect to its Class A and Class C shares pursuant to
Rule 12b-1 under the 1940 Act. Payments under the Class A Distribution Plan
are limited to 0.35% annually of the average daily net asset value of Class
A shares. The Class C Distribution Plan provides for the payment of an
annual distribution fee to CDI of up to 0.75%, plus a service fee of up to
0.25%, for a total of 1.00% of the average daily net assets attributable to
their respective classes.

Considerations for deciding which class of shares to buy

Income  distributions  for Class A shares will probably be higher than those for
Class C shares, as a result of the distribution  expenses  described above. (See
also  "Yield  and Total  Return.")  You  should  consider  Class A shares if you
qualify for a reduced  sales charge under Class A. Other  factors  affecting the
class  decision  include  the amount of the  purchase or if you plan to hold the
shares for several years.

Class A Shares

Class A shares are offered at net asset value plus a front-end  sales  charge as
follows:
                                                                  Concession to
                                                                  Dealers as a %
                                As a % of         As a % of Net    of Amount
                                Offering Price    Amount Invested   Invested
     Amount of Investment
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

 Less than $50,000                  4.75%             4.99%         4.00%
 $50,000 but less than $100,000     3.75%             3.90%         3.00%
 $100,000 but less than $250,000    2.75%             2.83%         2.25%
 $250,000 but less than $500,000    1.75%             1.78%         1.25%
 $500,000 but less than $1,000,000  1.00%             1.01%         0.80%
 $1,000,000 and over                0.00%             0.00%         0.25%*


*For new  investments  (new purchases but not exchanges) of $1 million or more a
broker-dealer will have the choice of being paid a finder's fee by CDI in one of
the following methods: (1) CDI may pay broker-dealer,  on a monthly basis for 12
months,  an annual rate of 0.30%.  Payments  will be made monthly at the rate of
0.025% of the amount of the  investment,  less  redemptions;  or (2) CDI may pay
broker-dealers  0.25% of the amount of the purchase;  however,  CDI reserves the
right to recoup any  portion of the  amount  paid to the dealer if the  investor
redeems  some or all of the shares from the Fund within  thirteen  months of the
time of purchase.

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

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

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

Class A Distribution Plan

The Fund has adopted a Distribution Plan with respect to its Class A shares (the
"Class A  Distribution  Plan"),  which provides for payments at a maximum annual
rate of 0.35% of the  average  daily net asset  value of Class A shares,  to pay
expenses  associated  with the  distribution  and  servicing  of Class A shares.
Amounts paid by the Fund to CDI under the Class A Distribution  Plan are used to
pay to dealers and others,  including  CDI  salespersons  who service  accounts,
service  fees at an annual  rate of up to 0.25% of the  average  daily net asset
value of  Class A  shares,  and to pay CDI for its  marketing  and  distribution
expenses,  including,  but not limited to,  preparation of advertising and sales
literature  and  the  printing  and  mailing  of   prospectuses  to  prospective
investors.  During the fiscal year ended September 30, 1994, the Fund paid Class
A Distribution Plan expenses of 0.25% of average net assets.

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

Class C Shares

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

Class C Distribution Plan

The Fund has adopted a Distribution Plan with respect to its Class C shares (the
"Class C Distribution  Plan"),  which provides for payments at an annual rate of
up to 1.00% of the  average  daily  net asset  value of Class C  shares,  to pay
expenses of the  distribution  and servicing of Class C shares.  Amounts paid by
the Fund under the Class C  Distribution  Plan are currently  used by CDI to pay
dealers and other selling firms dealer-paid quarterly  compensation at an annual
rate of up to 0.75%,  plus a service  fee, as  described  above  under  "Class A
Distribution Plan," of up to 0.25%, of the average daily net asset value of each
share sold by such others.  For the fiscal year ended  September  30, 1994,  the
Fund paid Class C Distribution Plan expenses of 1.00% of average net assets.

Arrangements with Broker-Dealers and Others

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

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

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

Method       Initial investment                    Additional Investments

By Mail      $2,000 minimum                        $250 minimum

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

             Calvert Group                         Calvert Group
             P.O. Box 419544                       P.O. Box 419739
             Kansas City, MO 64179-6739            Kansas City, MO 64179-6542

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

Through
Your Broker  $2,000 minimum                        $250 minimum

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

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

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

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

Calvert account.
By Bank
Wire         $2,000 minimum                        $250 minimum

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

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

NET ASSET VALUE

Net asset value, or "NAV," refers to the worth of one share.  NAV is computed by
adding  the  value of all  portfolio  holdings,  plus  other  assets,  deducting
liabilities  and then  dividing the result by the number of shares  outstanding.
The NAV of each  class  will  vary  daily  based  on the  market  values  of its
investments.  This value is calculated at the close of the Fund's  business day,
which  coincides  with the closing of the regular  session of the New York Stock
Exchange  (normally 4:00 p.m.  Eastern time). The Fund is open for business each
day the New York Stock  Exchange is open.  All  purchases of Fund shares will be
confirmed and credited to your account in full and fractional shares (rounded to
the nearest 1/1000th of a share).

Fund securities and other assets are valued based on market  quotations,  except
that  securities  maturing  within 60 days are  valued  at  amortized  cost.  If
quotations are not  available,  securities are valued by a method that the Board
of Directors  believes  accurately  reflects  fair value.  Securities  which are
primarily  traded on foreign  securities  exchanges are generally  valued at the
preceding  closing values of such securities on their respective  exchanges (See
the Statement of Additional  Information --  "Determination of Net Asset Value")
relating to the valuation of foreign securities. Financial futures are valued at
the settlement  price  established each day by the board of trade or exchange on
which they are traded. All assets and liabilities initially expressed in foreign
currency  values will be converted  into United States dollars as last quoted by
any recognized dealer.

WHEN YOUR ACCOUNT WILL BE CREDITED

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

Your purchase will be processed at the next offering price based on the next net
asset  value  calculated  after your order is  received  and  accepted.  If your
purchase is made by federal  funds wire,  or  exchange,  and is received by 4:00
p.m.  (Eastern  time),  your account will be credited on the day of receipt.  If
your purchase is received after 4:00 p.m.  Eastern time, it will be credited the
next business day. All your  purchases  must be made in U.S.  dollars and checks
must be drawn on U.S.  banks.  No cash will be accepted.  The Fund  reserves the
right to suspend  the  offering  of shares for a period of time or to reject any
specific  purchase  order.  If your check does not clear,  your purchase will be
cancelled  and you will be  charged a $10 fee plus costs  incurred  by the Fund.
When you purchase by check or with Calvert Money  Controller,  the Fund can hold
payment on redemptions  until it is reasonably  satisfied that the investment is
collected  (normally  10  business  days  from  purchase  date).  To avoid  this
collection  period,  you can wire federal funds from your bank, which may charge
you a fee.

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

EXCHANGES

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

If your investment goals change, the Calvert Group Family of Funds has a variety
of investment  alternatives  that includes  common stock funds,  tax-exempt  and
corporate  bond funds,  and money  market  funds.  The  exchange  privilege is a
convenient way to buy shares in other Calvert Group Funds in order to respond to
changes in your goals or in market conditions.  However, the Fund is intended as
a long-term  investment and not for frequent short-term trades.  Before you make
an exchange from a Fund, please note the following:

Call your broker or a Calvert  representative  for  information and a prospectus
for any of Calvert's other Funds  registered in your state.  Read the prospectus
of the Fund into which you want to exchange for relevant information,  including
class offerings. The exchange privilege is only available in states where shares
of the fund into which you want to exchange are registered for sale.

Shares of a particular class of the Fund may be exchanged onely for shares
of the same class of another Calvert Fund, except that any clas may be
exchanged for Class A shares of any money market fund.

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 on the
transaction.

Complete  and sign an  application  for an account in that fund,  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 you have not declined  telephone  transaction  privileges  and the
shares are not in  certificate  form. See "Selling Your Shares" and "How to Sell
Your Shares-- By Telephone, and--By Exchange to Another Calvert Group Fund."

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

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

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

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour yield and prices

Calvert  Group  has a  round-the-clock  telephone  service  that  lets  existing
customers  use a push  button  phone with tone  capabilities  to obtain  prices,
performance information, and account balances.  Complete instructions for this
service may be found on the back of each statement.

Calvert Money Controller

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

This service allows you to authorize  electronic  transfers of money to purchase
or sell shares.  You use Calvert Money Controller like an "electronic  check" to
move money ($50 to  $300,000)  between your bank account and your account in the
Fund with one phone call.  Allow one or two business days after the call for the
transfer to take place; for money recently invested, allow normal check clearing
time (up to 10 business days) before redemption  proceeds are sent to your bank.
All Calvert Money Controller  transaction requests must be received by 4:00 p.m.
Eastern time.

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

Telephone Transactions

Calvert may record all telephone calls.

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

Optional Services

Complete  the  "Option"  sections  of the  application  for the  easiest  way to
establish services.

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

Householding of General Mailings

You can help in an effort to reduce Fund expenses and save paper and trees
for the environment.

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

Special Services and Charges

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

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

Tax-Saving Retirement Plans

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

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

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

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

Simplified  Employee Pension Plan (SEP-IRA):  available to self-employed  people
and their partners, or to corporations.  Salary reduction pension plans (SAR-SEP
IRAs) are also available to employers with 25 or fewer employees.

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

HOW TO SELL YOUR SHARES

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

Redemption Requirements To Remember

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

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

Minimum account balance is $1,000 per Fund.

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

By Mail To:

Calvert Group
P.O. Box 419544
Kansas City, MO
64179-6542

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

Type of Registration                Requirements

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

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

By Telephone

Please call  800-368-2745.  You may redeem shares from your account by telephone
and have your money  mailed to your  address of record or wired to an address or
bank you have previously authorized. A charge of $5 is imposed on wire transfers
of less than $1,000. See "Telephone Transactions" on page ___. If for any reason
you are  unable  to  reach  the Fund by  telephone,  whether  due to  mechanical
difficulties,  heavy  market  volume,  or  otherwise,  you  may  send a  written
redemption  request to the Fund by overnight  mail,  or, if your account is held
through a broker, see "Through Your Broker" below.

Calvert Money Controller

Please allow  sufficient  time for Calvert Group to process your initial request
for this service  (normally 10 business days).  Your request for a redemption by
this  service must be received by 4:00 p.m.  Eastern  time.  Accounts  cannot be
closed by this service.

Exchange to Another Calvert Group Fund

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

Systematic Check Redemptions

If you have an account  with a balance of $10,000 or more,  you may have regular
monthly or quarterly  redemption  checks for $100 or more sent to you or another
recipient on the 15th of each month. This service must be authorized in advance,
with a signature-guaranteed letter.

Through your Broker

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

DIVIDENDS AND TAXES

Each year, the Fund distributes  substantially  all of its net investment income
and capital gains to shareholders.

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

Dividend Payment Options

Dividends and distributions are automatically  reinvested in additional  shares,
unless on the account  application  you request to have them paid to you in cash
(by check or by Calvert  Money  Controller).  You may also  request to have your
dividends and distributions from the Fund invested at net asset value ("NAV") in
shares of any other Calvert Group Fund. If you choose to have them reinvested in
the same Fund,  the new shares will be purchased at the NAV (no sales charge) on
the reinvest date, which is generally 1 to 3 days prior to the payment date. You
must  notify the Fund in writing  prior to the record date if you want to change
your payment options.  If you elect to have dividends and/or  distributions paid
in cash, and the U.S.  Postal Service cannot deliver the check, or if it remains
uncashed for six months, it, as well as future dividends and distributions, will
be reinvested in additional shares.

"Buying a Dividend"

At the time of purchase,  the share price of the Fund 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 as dividends or capital  gains  distributions.  On the record date for a
distribution,  the  Fund's  per  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

The Fund normally  distributes all net income and capital gain to  shareholders.
These  distributions  are taxable to you regardless of whether they are taken in
cash or  reinvested.  Distributions  of dividends  and net  realized  short-term
capital gains are taxable as ordinary income;  capital gains  distributions  are
taxable as  long-term  capital  gains  regardless  of how long you have held the
shares. Dividends and distributions declared in December and paid in January are
taxable in the year they are  declared.  The Fund will mail you Form 1099-DIV in
January indicating the federal tax status of your dividends.

Distributions  resulting  from the sale of certain  foreign  currencies and debt
securities  are taxed as  ordinary  income gain or loss.  If these  transactions
result in reducing  the Fund's net  income,  a portion of the  dividends  may be
classified as a return of capital (which lowers your tax base). If the Fund pays
taxes to foreign  governments  during the year, the taxes will reduce the Fund's
dividends but will still be included in your taxable income. However, you may be
able to claim an  offsetting  credit or  deduction  on your tax  return for your
portion of foreign taxes paid by the Fund.

You may realize a capital gain or loss when you sell or exchange shares

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

Taxpayer Identification Number, Back-up Withholding

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

EXHIBIT A

REDUCED SALES CHARGES (CLASS A ONLY)

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

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

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

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

A  "qualified  group" is one which (i) has been in  existence  for more than six
months,  (ii) has a purpose other than acquiring Fund shares at a discount,  and
(iii)  satisfies  uniform  criteria  which enable CDI and dealers  offering Fund
shares to realize  economies of scale in distributing  such shares.  A qualified
group must have more than 10  members,  must be  available  to arrange for group
meetings  between  representatives  of CDI or  dealers  distributing  the Fund's
shares,  must agree to include sales and other materials  related to the Fund in
its  publications  and  mailings  to  members  at  reduced  or no cost to CDI or
dealers,  and  must  seek  to  arrange  for  payroll  deduction  or  other  bulk
transmission of investments to the Fund.

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

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

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

Other  Circumstances.  There is no sales charge on shares of any fund (portfolio
or series) of the Calvert Group of Funds sold to:
(i) current and retired members of the Board of Trustees/Directors of the
Calvert Group of Funds, (and the Advisory Council of the Calvert Social
Fund);
(ii) directors, officers and employees of the Advisor, Distributor, and
their affiliated companies;
(iii) directors, officers and registered representatives of brokers
distributing the Fund's shares; and immediate family members of persons
listed in (i), (ii), and (iii) above;
(iv) dealers, brokers, or registered investment advisors that have entered
into an agreement with CDI providing specifically for the use of shares of
the Fund (Portfolio or Series) in particular investment programs or
products (where such program or product already has a fee charged therein)
made available to the clients of such dealer, broker, or registered
investment advisor; and
(v) trust departments of banks or savings institutions for trust clients of
such bank or savings institution. 

Dividends and Capital Gain Distributions from other Calvert Group Funds.
You may prearrange to have your dividends and capital gain distributions
from another Calvert Group Fund with a sales charge automatically invested in 
another account with no additional sales charge.  Dividends and distributions 
from Calvert Group money market funds used to purchase shares of the Fund
will be subject to the applicable sales charge.

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

================================================================================
To Open an Account:
     800-368-2748                              Prospectus
                                               January 31, 1995
  

                                               CALVERT WORLD
                                               VALUES FUND, INC.
                                               Global Equity Fund

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

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

TDD for Hearing Impaired:
800-541-1524

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


PRINCIPAL UNDERWRITER
Calvert Securities Corporation
(after 2/28/95, Calvert Distributors, Inc.)
a subsidiary of Calvert Group
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

Table of Contents

Fund Expenses
Financial Highlights
Investment Objective and Policies
Risk Factors
Investment Techniques and Related Risks
Social Screens
Total Return
Management of the Fund
SHAREHOLDER GUIDE:
Alternative Sales Options
How to Buy Shares
Net Asset Value
When Your Account Will Be Credited
Exchanges
Other Calvert Group Services
How to Sell Your Shares
Dividends and Taxes
Exhibit A - Reduced Sales Charges


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