CALVERT WORLD VALUES FUND INC
497, 1995-09-29
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                              Prospectus Supplement

                         Calvert World Values Fund, Inc.
                        Calvert Capital Accumulation Fund
                    Supplement to October 31, 1994 Prospectus
                     Date of Supplement: September 30, 1995


In the  paragraph,  "Redemptions  From  Other  Mutual  Funds," on page 31 of the
Prospectus,  the date in the last  sentence  should be changed from December 31,
1994 to December 31,  1995.  You or your broker must notify the Fund at the time
of the purchase to be eligible for this provision.



PROSPECTUS
October 31, 1994
as revised November 4, 1994

CALVERT WORLD VALUES
CAPITAL ACCUMULATION FUND
4550 Montgomery Avenue, Bethesda, Maryland 20814

INVESTMENT OBJECTIVE

Calvert Capital  Accumulation  Fund (the "Fund") is a  nondiversified  series of
Calvert World Values Fund, Inc., an open-end management  investment company. The
Fund seeks long-term capital appreciation by investing primarily in the stock of
small- to  medium-sized  companies  using  the  talent  of  multiple  investment
subadvisors.  The market  capitalization of companies chosen for investment will
generally  range  between  $100  million and $5  billion,  but the Fund may also
invest in larger and smaller companies as deemed appropriate.  Other investments
may include  foreign  securities,  convertible  issues,  and certain options and
futures transactions.  The Fund will take reasonable risks in seeking to achieve
its investment  objective.  There is, of course, no assurance that the Fund will
be  successful  in meeting its  objective  since  there is risk  involved in the
ownership of all equity securities.

RESPONSIBLE INVESTING

To the  extent  possible,  investments  are  made  in  enterprises  that  make a
significant  contribution to our society through their products and services and
through the way they do business.

PURCHASE INFORMATION

The Fund offers two classes of shares with  different  expense  levels and sales
charges.  If you purchase Class A shares you will pay a sales charge at the time
you purchase the shares ("front-end sales charge"), and the Fund pays Rule 12b-1
fees.  Class C shares,  which are not  available  through all  dealers,  have no
front-end  or  back-end  sales  charge,  but have higher  expenses  than Class A
shares,  including  higher Rule 12b-1 fees.  The Class you choose depends on the
amount of the  purchase,  the length of time you expect to hold the shares,  and
other circumstances. See Alternative Sales Options" for further details.

TO OPEN AN ACCOUNT

Call your investment  professional,  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 for  information  you should know before  investing,
and keep it for future  reference.  A Statement of Additional  Information dated
October 31, 1994) has been filed with the Securities and Exchange Commission and
is incorporated by reference. This free Statement is available upon request from
the Fund: 800-368-2748.

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

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

THE FUND MAY NOT BE AVAILABLE FOR SALE IN YOUR STATE.  PLEASE CHECK WITH CALVERT
OR YOUR  INVESTMENT  PROFESSIONAL  TO DETERMINE  WHETHER YOU MAY  PURCHASE  FUND
SHARES.

<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)

    Maximum Contingent Deferred Sales Charge None              None

B.  Annual Fund Operating Expenses Est. for
    first year of operations
    (as a percentage of net assets)
    Management Fees (after waiver)           0.70%             0.70%
    Rule 12b-1 Fees                          0.25%             1.00%
    Other Expenses                           0.55%             0.55%
    Total Fund Operating Expenses            1.50%             2.25%
</TABLE>


Example:  You would pay the following expenses on a $1,000 investment, assuming
5% annual return:
Class                               1 Year                             3 Years

Class A (assumes payment of
 maximum initial sales charge)      $62                                $93

Class C                             $23                                $70


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

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

A. Shareholder Transaction Costs are charges you pay when you buy or sell shares
of the Fund.  See  "Reduced  Sales  Charges" 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.  ("Advisor")  for managing the Fund's
investments  and business  affairs.  The Advisor may  voluntarily  defer fees or
assume expenses of the Fund. Without deferrals or waivers, Management fees would
be 0.90%. The Investment  Advisory  Agreement  provides that the Advisor may, to
the extent permitted by law, later recapture any fees it deferred or expenses it
assumed during the two prior years.  Beginning after the twenty-fourth  month of
operations,  the annual  advisory fee may be as high as 1.05% or as low as 0.75%
of the Fund's average daily net assets.  Management fees include the subadvisory
fees paid by the Advisor  and the  administrative  services  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 Fund's Rule 12b-1 fees include an asset-based sales charge.  Thus, long-term
shareholders  in the Fund may pay more in total sales  charges than the economic
equivalent  of the maximum  front-end  sales  charge  permitted  by rules of the
National  Association of Securities Dealers,  Inc. Please see the section of the
Prospectus  entitled  "Alternative  Sales Options" for information on Rule 12b-1
fees for each Class.

INVESTMENT OBJECTIVE AND POLICIES

The Fund seeks to provide  long-term  capital  appreciation by investing,  under
normal market conditions, at least 65% of its assets in the equity securities of
small- to mid-sized companies.

The Fund seeks to provide long-term capital  appreciation by investing primarily
in a  nondiversified  portfolio of the equity  securities of small- to mid-sized
companies that are undervalued but demonstrate a potential for growth.  The Fund
will rely on its  proprietary  research  to  identify  stocks that may have been
overlooked by analysts,  investors,  and the media,  and which  generally have a
market value  between  $100  million and $5 billion,  but which may be larger or
smaller as deemed appropriate. Investments may also include, but are not limited
to, preferred stocks, foreign securities,  convertible securities,  bonds, notes
and other debt securities.  The Fund may use certain futures and options, invest
in repurchase agreements,  and lend its portfolio securities. The Fund will take
reasonable  risks in seeking to achieve its investment  objective.  There is, of
course,  no assurance  that the Fund will be successful in meeting its objective
since there is risk  involved in the  ownership  of all equity  securities.  The
Fund's  investment  objective  is not  fundamental  and may be  changed  without
shareholder approval.  The Fund will notify shareholders at least thirty days in
advance of a change in the investment objective of the Fund so that shareholders
may determine whether the Fund's goals continue to meet their own.


The Fund has a pool of several portfolio managers from which to choose.

The Fund will use the services of several  investment  subadvisors  as portfolio
managers in selecting  companies in which to invest. The portfolio managers will
select  investments  by  examining  such  factors as company  growth  prospects,
industry economic outlook, new product development,  management, security value,
risk, and financial characteristics. Because of this multi-manager approach, the
Fund may benefit  from more than one  investment  strategy in seeking to achieve
its goals. The Fund may employ "growth  managers," who generally  concentrate on
stocks that have demonstrated, or are expected to produce, earnings growth rates
significantly  greater than the market as a whole, as well as "value  managers,"
who tend to make stock  selections on the basis of perceived  relative  value as
determined by a defined model in a bottom-up approach.  The Advisor will use the
services of a consultant to help it determine the  appropriate mix of management
styles to be  employed  at any given  time in an attempt  to take  advantage  of
changing market conditions by allocating asset management among the selection of
talent in the Fund's management pool.

INVESTMENT TECHNIQUES AND RISKS

Small Cap Issuers

The  securities of small-cap  issuers tend to be less  actively  traded than the
securities of larger issuers, may trade in a more limited volume, and may change
in  value  more  abruptly  than  securities  of  larger  companies.  Information
concerning these  securities may not be readily  available so that the companies
may be less  actively  followed  by stock  analysts.  Small-cap  issuers  do not
usually  participate in market  rallies to the same extent as more  widely-known
securities,  and they tend to have a  relatively  higher  percentage  of insider
ownership. The portfolio turnover rate of advisors investing in small-cap stocks
tends to range between  100-200%.  There is no limit on the percentage of assets
that may be invested in small-cap issuers.

Temporary defensive positions

Under  normal  market  conditions  the  Fund  strives  to be fully  invested  in
securities.  However,  for temporary  defensive  purposes -- which may include a
lack of adequate purchase candidates or an unfavorable market environment -- the
Fund may  invest  up to 100% of its  assets  in cash or cash  equivalents.  Cash
equivalents include instruments such as, but not limited to, U.S. government and
agency  obligations,   certificates  of  deposit,  bankers'  acceptances,   time
deposits,  commercial paper, short-term corporate debt securities and repurchase
agreements.

The Fund  currently  intends  to  invest  in no more  than 5% of its  assets  in
noninvestment-grade debt obligations

Although the Fund invests primarily in equity securities,  it may invest in debt
securities.   These  debt  securities  may  consist  of   investment-grade   and
noninvestment-grade  obligations.  Investment-grade obligations are those which,
at the date of investment,  are rated within the four highest grades established
by Moody's  Investors  Services,  Inc.  (Aaa,  Aa, A, or Baa) or by Standard and
Poor's    Corporation    (AAA,    AA,    A,   or    BBB).    Noninvestment-grade
(high-yield/high-risk,  or junk bond)  securities  are those  rated below Baa or
BBB, or unrated  obligations  that the investment  subadvisor has determined are
not  investment-grade;  such securities are speculative,  and the Fund currently
intends to limit such  investments  to 5% of its  assets.  The Fund will not buy
debt securities rated lower than C.

Interest-rate risk

All fixed income  instruments  are subject to  interest-rate  risk:  that is, if
market interest rates rise, the current  principal value of a bond will decline.
In  general,  the longer the  maturity  of the bond,  the greater the decline in
value will be.

Noninvestment-grade debt obligations involve greater risks than investment-grade
debt obligations

Noninvestment-grade  securities  tend  to be less  sensitive  to  interest  rate
changes  than  higher-rated  investments,  but are  more  sensitive  to  adverse
economic  changes and  individual  corporate  developments.  This may affect the
issuer's ability to make principal and interest payments on the debt obligation.
There is also a greater  risk of price  declines  due to changes in the issuer's
creditworthiness.  Because  the market for  lower-rated  securities  may be less
active ("thinner") than for higher-rated securities, it may be difficult for the
fund  to  sell  the  securities.   Because  of  a  lack  of  objective  data,  a
thinly-traded market may make it difficult to value the securities,  so that the
Board of Directors  may have to exercise its judgment in assigning a value.  See
the Appendix in the Statement of Additional  Information for more information on
bond ratings.

The Fund may use options and futures as defensive strategies

The Fund may  attempt to reduce the  overall  risk of its  investments  by using
options and and futures contracts.  An option is a legal contract that gives the
holder the right to buy or sell a specified amount of the underlying interest at
a fixed or  determinable  price  (called  the  exercise  or strike  price)  upon
exercise of the option.  A futures  contract is an agreement to take delivery or
to make delivery of a standardized  quantity and quality of a certain  commodity
during a particular  month in the future at a specified  price.  The  Subadvisor
will make  decisions  whether  to invest  in these  instruments  based on market
conditions,  regulatory limits and tax considerations. If this strategy is used,
the Fund may be required to cover  assets used for this  purpose in a segregated
account for the  protection  of  shareholders.  See the  Statement of Additional
Information for more detail about these strategies.

Risks of using defensive strategies

There can be no  assurance  that  engaging  in  options,  futures,  or any other
defensive strategy will be successful.  While defensive  strategies are designed
to protect the Fund from potential declines,  if the Subadvisor misgauges market
values,  interest  rates, or other economic  factors,  the Fund may be worse off
than had it not employed the defensive  strategy.  While the Subadvisor attempts
to  determine  price  movements  and  thereby  prevent  declines in the value of
portfolio holdings, there is a risk of imperfect or no correlation between price
movements of portfolio  investments and instruments  used as part of a defensive
strategy so that a loss is incurred.  While defensive  strategies can reduce the
risk of loss,  they can also reduce the  opportunity  for gain since they offset
favorable  price  movements.  The use of  defensive  strategies  may result in a
disadvantage to the Fund if the Fund is not able to purchase or sell a portfolio
holding  at an  optimal  time due to the need to cover  its  transaction  in its
segregated  account,  or due to the  inability  of the  Fund  to  liquidate  its
position because of its relative illiquidity.

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. 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  seller  defaults  on its  obligation  to  repurchase  and the  value of the
underlying  security  declines,  the Fund may  incur  expenses  in  selling  the
underlying security and may ultimately incur a loss.  Repurchase  agreements are
always for  periods of less than one year,  and are  considered  illiquid if not
terminable within seven days.

The Fund  may  invest  up to 25% of its  assets  in the  securities  of  foreign
issuers,  although it currently  holds or intends to hold no more than 5% of its
assets in such securities

The Fund  may  invest  up to 25% of its  assets  in the  securities  of  foreign
issuers,  although it currently  holds or intends to hold no more than 5% of its
assets in such securities.  The Fund may purchase foreign securities directly or
through U.S. dollar-denominated American Depositary Receipts ("ADRs"), which are
traded in the U.S. on exchanges or over the counter. ADRs are receipts typically
issued by a U.S. bank or trust company  which  evidence  ownership of underlying
securities of a foreign  corporation.  Foreign securities may involve additional
risks, including currency fluctuations,  risks relating to political or economic
conditions,   and  the  potentially  less  stringent  investor   protection  and
disclosure  standards  of foreign  markets.  These  factors  could make  foreign
investments,  especially those in developing countries, more volatile.  However,
by investing in ADRs rather than directly in foreign  issuers'  stock,  the Fund
can avoid currency and some liquidity risks. The information  available for ADRs
is subject to the accounting,  auditing and financial reporting standards of the
domestic  market or exchange on which they are traded;  these standards are more
uniform  and more  exacting  than those to which  many  foreign  issuers  may be
subject.  See the Statement of Additional  Information  for more  information on
investing in foreign securities.

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,
although  it does not  currently  intend to lend  more than 5% of its  portfolio
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.  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.

High Social Impact Investments

The Fund has adopted a  nonfundamental  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 these
securities  will be based on the aggregate  cumulative  value at the time of the
respective  acquisitions of those  securities  currently held by the Fund. These
securities  are  typically  illiquid  and unrated and are  generally  considered
noninvestment-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.

SOCIAL SCREENS

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

Once  securities are  determined to fall within the investment  objective of the
Fund and are deemed financially viable investments,  they are screened according
to the social  criteria  described  below.  These social  screens are applied to
potential  investment  candidates  by  the  Advisor  in  consultation  with  the
Subadvisor.

The following  criteria may be changed by the Fund's Board of Directors  without
shareholder approval:

- -environment

- -human rights

- -weapons systems

- -nuclear energy

- -employee relations

- -product criteria

(1) The Fund avoids investing in companies that, in the Advisor's opinion,  have
significant or historical patterns of violating  environmental  regulations,  or
otherwise have an egregious  environmental record.  Additionally,  the Fund will
avoid investing in nuclear power plant operators and owners, or manufacturers of
key components in the nuclear power process.

(2) The Fund will not  invest in  companies  that are  significantly  engaged in
weapons production.  This includes weapons systems contractors and major nuclear
weapons systems contractors.

(3) The Fund will not invest in companies that, in the Advisor's  opinion,  have
significant or historical  patterns of  discrimination  against employees on the
basis of race, gender, religion, age, disability or sexual orientation,  or that
have major labor-management disputes.

(4) The Fund will not invest in companies that are significantly involved in the
manufacture  of  tobacco  or  alcohol  products.  The Fund  will not  invest  in
companies that make products or offer  services  that,  under proper use, in the
Advisor's opinion, are considered harmful.

The Advisor will seek to review companies' overseas  operations  consistent with
the social criteria stated above.

While  the  Fund  may  invest  in  companies   that  exhibit   positive   social
characteristics,  it makes no explicit  claims to seek out  companies  with such
practices.

TOTAL RETURN

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

Total return is calculated  separately for each class of shares. 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 charges,  such as mutual fund
averages compiled by Lipper Analytical Services,  Inc. Further information about
the Fund's performance is contained in its Annual Report to Shareholders,  which
may be obtained without charge by writing or telephoning the Fund at the address
or telephone number listed on the cover of this Prospectus.

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 Capital  Accumulation Fund is a series of Calvert World Values Fund, Inc. an
open-end  management  investment company organized as a Maryland  corporation on
February   14,   1992.   The  other   series  is  the  Global   Equity  Fund,  a
socially-screened portfolio of equity securities from around the world.

The Fund is not  required  to hold  annual  shareholder  meetings,  but  special
meetings may be called for certain purposes such as electing Directors, changing
fundamental policies, or approving a management contract. As a shareholder,  you
receive one vote for each share of a Fund you own.  For matters  affecting  only
one Fund,  only shares of that Fund are  entitled to vote,  except that  matters
affecting  classes  differently,  such as Distribution  Plans,  will be voted on
separately by class.

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 Funds 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 Advisor serves as investment  advisor to seven 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.; The Calvert Fund; and 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.

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

Calvert  Group,  Ltd.,  parent  of  the  Fund's  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, 1993, Calvert Group managed and administered assets in excess of $4
billion representing more than 200,000 shareholder and depositor accounts.

The Advisor  receives a fee based on a percentage  of the Fund's  assets and the
Fund's performance. From this fee it pays the Subadvisor.

The Investment Advisory Agreement between the Fund and the Advisor provides that
the Advisor is entitled to a base annual fee, payable  monthly,  of 0.80% of the
Fund's average daily net assets. As of January 1, 1997, the Advisor may earn (or
have its fee reduced by) a performance  adjustment  based on the extent to which
performance  of the Fund  exceeds  or trails the  Standard & Poor's 400  Mid-Cap
Index:

         Performance versus the                      Performance Fee
         S&P 400 Mid-Cap Index                       Adjustment

         10% to Less than 25%                            0.01%
         25% to Less than 40%                            0.03%
         40% or more                                     0.05%

The Advisor may in its discretion  defer its fees or assume the Fund's operating
expenses.  The Investment  Advisory  Agreement provides that the Advisor may, to
the extent permitted by law, recapture any fees it defers or expenses it assumes
through  December 31, 1996. The Advisor has until December 31, 1998 to recapture
fees deferred or expenses reimbursed during the previous two-year period.

The Fund uses a multi-manager approach.

The Fund has a pool of seven  investment  subadvisors  ("Subadvisors")  ready to
manage the Fund's  assets.  The  Subadvisors  are listed  below,  the  asterisks
indicating those comprising the initial portfolio management team.

Subadvisor                    Investment Style              Ownership

*Apodaca Johnston             Small-Cap Growth              Hispanic American
*Brown Capital                Mid-/Large-Cap Growth         African American
*Fortaleza Asset Management   Small-Cap Growth              Hispanic/Women
Lee Asset Management          Small-/Mid-Cap Growth         Women
New Amsterdam                 Mid-Cap Value/Growth          Women
Seneca, Inc.                  Large-Cap Value               Women
Sturdivant                    Large-Cap Value               African American

The Advisor has retained a consultant to make  recommendations on allocations to
Subadvisors

The Advisor will select which  Subadvisors  will manage Fund assets at any given
time and the allocation of assets among the managers. The Advisor has retained a
consultant,  Progress  Investment  Management Company, to aid it in making these
determinations.  Progress  is a  California  state-certified  minority  business
enterprise, registered as an investment advisor with the Securities and Exchange
Commission, that evaluates and monitors emerging minority/women-owned investment
management firms.

Apodaca-Johnston Capital Management, Inc.

Apodaca-Johnston  Capital  Management,  Inc. of San  Francisco,  California is a
small-cap growth manager that seeks to discover  compelling  investment ideas by
focusing on those  entrepreneurial  companies  that  identify and  capitalize on
positive  trends.  It looks  for  companies  that are  experiencing  a  powerful
acceleration  in  earnings,  exhibit a strong,  high  quality  balance  sheet or
decidedly improving  financial  statements and demonstrate strong relative price
strength.

Performance Index: Russell 2000

Portfolio Manager: Scott S. Johnston

Mr. Johnston is President and Chief Investment Officer of  Apodaca-Johnston.  He
earned a B.A. from the University of California at Berkeley,  and an M.B.A. from
the University of Southern  California.  Mr. Johnston was the Vice President and
Senior Investment Officer of the Trust Investment  Department of San Diego Trust
and Savings Bank from 1976 to 1981. He joined  Security  Pacific  Corporation in
1981 where he was the Managing  Director and CEO of the Pacific  Century  Group,
with $2.5 billion in discretionary assets under management. In 1985 Mr. Johnston
founded  Sterling  Financial  Group,  an independent  SEC-registered  investment
advisory firm, which was merged into Apodaca-Johnston Capital Management.

Portfolio Manager: Jerry C. Apodaca, Jr.

Mr.  Apodaca is Vice  President of  Apodaca-Johnston.  He earned a B.A. from the
University of New Mexico in 1983, and has had active business  experience  since
that time.

Brown Capital Management, Inc.

Brown Capital Management, Inc. of Baltimore,  Maryland believes that capital can
be enhanced in times of opportunity and preserved in times of adversity  without
timing  the  market.  The  firm  uses a  bottom-up  approach  that  incorporates
growth-adjusted  price earnings.  Stocks purchased are generally undervalued and
have  momentum,  have  EPS  growth  rates  greater  than  the  market,  are more
profitable than the market, and have relatively low price-earnings ratios.

Performance Index: Blended: 60% Russell 1000 Growth and 40% Russell 2000

Portfolio Manager: Eddie C. Brown

Mr. Brown is founder and President of Brown Capital  Management.  He has over 22
years of investment experience,  having served as a Vice President and Portfolio
Manager for 10 years at T. Rowe Price Associates  immediately  prior to starting
his own firm.  Mr.  Brown holds a B.S.  in  Electrical  Engineering  from Howard
University,  an M.S. in Electrical Engineering from New York University,  and an
M.S. in Business  Administration from the Indiana University School of Business.
Additionally,  he is a  professionally-designated  Chartered  Financial  Analyst
(CFA) and Chartered Investment Counselor (CIC).

Mr. Brown is active in community  affairs.  He is currently a  Commissioner  for
Maryland Public Broadcasting (a Gubernatorial appointment),  member of the Board
of  Directors  of the  Baltimore  Community  Foundation  (where  he  chairs  the
investment committee for the foundation's $30 million endowment),  member of the
Dean's Advisory Council of Indiana  University School of Business,  and a member
of The President's Roundtable.

Portfolio Manager: Joel Oppenheim

Mr. Oppenheim has had 24 years investment experience for institutions  including
the State of  Maryland,  T. Rowe Price  Associates,  Inc.,  the  National  Rural
Electric Pension and Brown Capital Management.  He holds a B.S. in Economics and
Juris Doctor from the  University  of  Wisconsin,  and is a Chartered  Financial
Analyst (CFA).

Portfolio Manager: Robert E. Hall

Mr. Hall has over 30 years investment experience including 18 years with T. Rowe
Price  Associates,  Inc., seven years with Emerging Growth  Partners,  Inc., and
four years with The Investment Center prior to joining Brown Capital Management.
Mr.  Hall  is a  former  Trustee  of the  Peabody  Institute  of  Johns  Hopkins
University.

Fortaleza Asset Management, Inc.

Fortaleza Asset Management,  Inc., of Chicago,  Illinois,  is a small-cap growth
manager  that  bases its  investment  principles  on three key  elements:  (1) a
proprietary  stock  valuation  system  that  incorporates  technical  and market
sentiment  indicators  to determine  optimal buy points;  (2) an emphasis on the
preservation  of  capital  through  the   implementation  of  a  strict  selling
discipline to lock in capital gains and reduce losses; and (3) a discipline that
does not force equity commitment in overvalued markets.  The investment approach
is based on a bottom-up stock selection process.

Performance Index: Russell 2000

Portfolio Manager: Margarita Perez

Ms. Perez is the founder,  President and Portfolio Manager of Fortaleza, and has
over 13 years of investment  experience.  Prior to forming Fortaleza,  Ms. Perez
was Vice President and Portfolio Manager for Monetta Financial  Services,  Inc.,
where she was directly  involved in the management of equity accounts  totalling
in excess of $100 million.

Ms. Perez is a native of Puerto Rico and has lived in the Chicago area since the
late 1960s.  She earned an MBA from DePaul  University  School of Commerce.  Ms.
Perez is a member of various professional  organizations  including the American
Institute of CPAs, National Society of Hispanic MBAs, Association for Investment
Management  and Research  (AIMR),  and the National  Association  of  Securities
Professionals (NASP). She is also a trustee of the Chicago Historical Society.

Portfolio Manager: James Boves

Mr. Boves brings over 25 year of investment  management and research  experience
to  Fortaleza.  He has a master's  degree in Economics  from  Northern  Illinois
University and is a member of the Investment Analysts Society in Chicago.

Subadvisory compensation

The  Investment  Subadvisory  Agreement  between  the  Advisor  and  each of the
Subadvisors  provides that the  Subadvisors  currently  managing Fund assets are
entitled  to a base  Subadvisory  fee of 0.25%  of that  portion  of the  Fund's
average daily net assets managed by the  Subadvisor,  paid by the Advisor.out of
the fee the  Advisor  receives  from the  Fund.  As of  January  1,  1997,  each
Subadvisor  may earn (or have its base fee reduced by) a performance  adjustment
based on the extent to which performance of the Fund exceeds or trails the index
agreed on with the Advisor as matching its investment style (indicated under the
description of each Subadvisor):

         Performance versus                          Performance Fee
         the Index                                   Adjustment

         10% to Less than 25%                           0.02%
         25% to Less than 40%                           0.05%
         40% or more                                    0.10%

Payment by the Fund of a performance  adjustment will be conditioned on: (1) the
performance  of the Fund as a whole having  exceeded the S&P 400 Mid-Cap  Index;
and (2) payment of the performance adjustment not causing the Fund's performance
to fall below the S&P 400 Mid-Cap Index. The performance adjustment will be paid
by the Fund to the Advisor, which will then pass it on to the Subadvisor.

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.
Calvert Securities Corporation serves as underwriter to market the Fund's
shares.

Calvert Securities  Corporation ("CSC") is the Fund's principal  underwriter and
distributor.  Under the terms of its  underwriting  agreement with the Fund, CSC
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  accompanies  this  prospectus.  A completed  and signed
application is required for each new account you open,  regardless of the method
you choose for making your initial investment.  Additional forms may be required
from  corporations,  associations,  and  certain  fiduciaries.  If you  have any
questions  or need extra  applications,  call your broker,  or Calvert  Group at
800-368-2748. Be sure to specify which class you wish to purchase.

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

Alternative Sales Options

The Fund offers three 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 than Class A shares

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
up 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 CSC of up to 0.75%,  plus a service fee of up to 0.25%,  for a total of 1.00%
of the average daily net assets.

Considerations for deciding which class of shares to buy

Income distributions paid by the Fund with respect to Class B and Class C shares
will  generally  be less than  those paid with  respect  to Class A shares.  You
should  consider  Class A shares if you qualify for a reduced sales charge under
Class A. Class A shares may also be more  appropriate  for larger accounts or if
you plan to hold the shares for several years.  Class C shares are not available
for investments of $1 million or more.

Class A Shares

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

<TABLE>
<CAPTION>

                                                                 Concession to
                                                   As a % of     Dealers as a %
                                 As a % of        Net Amount       of Amount
Amount of Investment            Offering Price    Invested         Invested
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<S>                               <C>               <C>              <C>

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 CSC according
to one of the following methods:  (1) CSC may pay  broker-dealers,  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;  (2) CSC
may pay  broker-dealers  0.25%  of the  amount  of the  purchase;  however,  CSC
reserves the right to recoup any portion of the amount paid to the broker-dealer
if the investor  redeems some or all of the shares from the Fund within thirteen
months of the time of purchase.
</TABLE>


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

The sales charge is paid to CSC,  which in turn  normally  reallows a portion to
your  broker-dealer.  Upon  written  notice to  dealers  with whom it has dealer
agreements,  CSC 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 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 CSC  under  the  Class A  Distribution  Plan  are used to pay to
broker-dealers  and others,  including CSC  salespersons  who service  accounts,
service  fees at an annual  rate of up to 0.35% of the  average  daily net asset
value of  Class A  shares,  and to pay CSC 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.

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 CSC to pay
broker-dealers and other selling firms dealer-paid quarterly  compensation at an
annual rate of up to 0.75%,  plus a service  fee of up to 0.25%,  of the average
daily net asset value of each share sold by such others.

Arrangements with Broker-Dealers and Others

CSC  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 CSC.  CSC may
make  expense  reimbursements  for  special  training  of a dealer's  registered
representatives,  advertising  or equipment,  or to defray the expenses of sales
contests.  CSC may receive  reimbursement of eligible marketing and distribution
expenses from 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         New Accounts                      Additional Investments

By Mail       $2,000 minimum                     $250 minimum

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

              Calvert Group                      Calvert Group
              4550 Montgomery Avenue             P.O. Box 64146
              Suite 1000N                        Baltimore, Maryland
              Bethesda, Maryland 20814           21264-4146

              West Coast Investors      use:

                                        Calvert Group
                                        P.O. Box 883610
                                        San Francisco, CA
                                        94188-3610

By Registered, Certified, or Overnight Mail:

                                        Calvert Group
                                        4550 Montgomery Avenue
                                        Suite 1000N
                                        Bethesda, Maryland 20814

Through Your Broker       $2,000 minimum         $250 minimum

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

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

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

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

By Bank Wire               $2,000 minimum        $250 minimum

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

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

NET ASSET VALUE

Net asset  value  per share  ("NAV")  refers to the worth of one  share.  NAV is
computed  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
the Fund's investments.

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

The NAV is calculated at the close of the Fund's  business day, which  coincides
with the closing of the regular session of the New York Stock Exchange (normally
4:00 p.m.  Eastern  time).  The Fund is open for business  each day the New York
Stock  Exchange is open.  All  purchases  of Fund shares will be  confirmed  and
credited to your account in full and fractional  shares  (rounded to the nearest
1/1000 of a share). You may buy or sell shares of the Fund through a broker.

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 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  canceled  and you will be  charged a $10 fee plus costs
incurred  by the  Fund.  When  you  purchase  by  check  or with  Calvert  Money
Controller, those funds will be on hold for up to 10 business days from the date
of  receipt.  During  that time,  redemptions  against  those  funds will not be
honored.  To avoid this collection  period, you can wire federal funds from your
bank, which may charge you a fee.

Certain financial institutions or broker-dealers which have entered into a sales
agreement with CSC 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  objectives  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,  to protect a Fund's
performance and to minimize costs,  Calvert Group discourages frequent exchanges
and may prohibit  additional  purchases of Fund shares by persons engaged in too
many  short-term  trades.  Before you make an exchange from a Fund or Portfolio,
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  or  Portfolio  into  which  you  want  to  exchange  for  relevant
information, including class offerings.

Shares of a particular class of the Fund may be exchanged only for shares of the
same class of another  Calvert  variable NAV Fund. Any class of any Calvert Fund
may be exchanged for shares of any Calvert 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 or  Portfolio,
taking  care to  register  your  new  account  in the  same  name  and  taxpayer
identification number as your existing Calvert account(s). Exchange instructions
may then be given by telephone if telephone redemptions have been authorized and
the shares are not in certificate form.

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  Portfolio  during any 6-month
period  will be given  written  notice that they may be  prohibited  from making
additional  investments.  This  policy  does not  prohibit  a  shareholder  from
redeeming  shares of the Fund,  and does not apply to trades  solely among money
market funds.

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

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour total return quotations and prices

Calvert  Group  has a  round-the-clock  telephone  service  that  lets  existing
customers use a push button phone to obtain prices,  performance information 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 Calvert  Group
account with one phone call.  Allow one or two business  days after the call for
the  transfer to take place;  for money  recently  invested,  allow normal check
clearing time (up to 10 business  days) before  redemption  proceeds are sent to
your bank.

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

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 Calvert Investor Relations at
800-368-2745 for further assistance. For our mutual protection, we may require a
signature  guarantee  on  certain  written  transaction  requests.  A  signature
guarantee verifies the authenticity of your signature,  and may be obtained from
any  bank,  trust  company,   savings  and  loan   association,   credit  union,
broker-dealer firm or member of a domestic stock exchange. A signature guarantee
cannot be provided by a notary public.

Householding of General Mailings

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 soon  receive  combined
mailings  of some  shareholder  information,  such  as  semi-annual  and  annual
reports.  Please contact Calvert  Investor  Relations at 800-368-2745 to receive
additional copies of information.

Special Services and Charges

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

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

Tax-Saving Retirement Plans

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

Calvert  Group can set up your new  account  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 acceptable.  Remember that the Fund may
hold payment on the  redemption of your shares until it is reasonably  satisfied
that  investments  made by  check  or by  Calvert  Money  Controller  have  been
collected  (normally  up to 10 business  days).  The Fund  reserves the right to
redeem in kind  (i.e.,  to give you the value of your  redemption  in  portfolio
securities instead of in cash).

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, per class.

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

By Mail To:

Calvert Group
4550 Montgomery Ave.
Bethesda, MD 20814

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

Type of Registration                        Requirements

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

Trusts                        Letter of instruction signed by the Trustee(s)
                              (as Trustee), with a signature guarantee.
                              (If the Trustee's name is not registered on your
                              account, provide acopy 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.  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). You may also authorize  automatic
fixed amount  redemptions  by Calvert  Money  Controller.  All requests  must be
received by 4:00 p.m. Eastern time. Accounts cannot be closed by this service.

Exchange to Another Calvert Group Fund

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

Systematic Check Redemptions

If you  maintain  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.   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 the Fund's net short-term  capital gains (treated as dividends
for tax  purposes)  and its net long-term  capital  gains,  if any, are normally
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 will generally be higher for Class A shares.

Dividend and Distribution Payment Options

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

"Buying a Dividend"

At the time of purchase,  the share price of the 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.  On the  record  date for a  distribution,  the Fund's  share  value is
reduced by the amount of the  distribution.  If you buy shares  just  before the
record date ("buying a dividend") you will pay the full price for the shares and
then receive a portion of the price back as a taxable distribution.

Federal Taxes

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 net  investment  income  are  taxable as
ordinary  income;  distributions  of  long-term  capital  gains are  taxable  as
long-term  capital  gains  regardless  of how  long you  have  held the  shares.
Dividends and  distributions  declared during October,  November or December and
paid in January of the following year 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.  If  distributions  exceed the Fund's net  investment
income and capital gain for the year,  the excess will reduce your tax basis for
your shares in 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

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 and certain redemptions.  In
addition, you may be subject to a fine. You will also be prohibited from opening
another  account by exchange.  If this TIN information is not received within 60
days after your  account is  established,  your  account  may be redeemed at the
current NAV on the date of redemption. The 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 CSC 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 CSC 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 CSC 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  Seciton  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 CSC, 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 CSC 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 the 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  used to fund  those  plans,
     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 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.

Certain Sales at Net Asset Value Through December 31, 1994

Redemptions from Other Mutual Funds. You may purchase shares of the Fund at
net  asset  value,  without  sales  charge,  to the  extent  that  the  purchase
represents  proceeds from a redemption,  within the preceding 60 days, of shares
of another  mutual  fund.  When  making a purchase at net asset value under this
provision,  the Fund must receive one of the following with your direct purchase
order:  (i)  the  redemption  check  representing  the  proceeds  of the  shares
redeemed,  endorsed to the order of the Fund, or (ii) a copy of the confirmation
from the other fund,  showing the redemption  transaction.  Standard back office
procedures  should  be  followed  for  wire  order  purchases.   Purchases  with
redemptions  from money market funds are not eligible for this  privilege.  This
provision is effective  through  December 31, 1994 only,  but may be extended at
the discretion of the Distributor.

===============================================================================

To Open an Account:                                   Prospectus
     800-368-2748                                     October 31, 1994

Performance and Prices:
Calvert Information Network                           CALVERT WORLD VALUES
24 hours, 7 days a week                               CAPITAL ACCUMULATION FUND
     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
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814


PRINCIPAL UNDERWRITER
Calvert Securities Corporation
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814


===============================================================================
Table of Contents

Fund Expenses
Investment Objective and Policies
Investment Techniques and 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)






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