CALVERT WORLD VALUES FUND INC
485BPOS, 1996-02-07
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                                                           Page 1 of ____ 

                                                     SEC Registration Nos. 
                                                    33-45829 and 811-06563 


                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C. 20549 

                                FORM N-1A 

REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT OF 1933 

   
         Post-Effective Amendment No. 5        XX 
    

                                  and/or 

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940 

   
         Post-Effective Amendment No. 5        XX 
    


                     Calvert World Values Fund, Inc. 
            (Exact Name of Registrant as Specified in Charter) 

                          4550 Montgomery Avenue 
                               Suite 1000N 
                         Bethesda, Maryland 20814 
                 (Address of Principal Executive Offices) 

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

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


It is proposed that this filing will become effective 

                                                        
__ Immediately upon filing                           XX on January 31, 1996 
pursuant to paragraph (b)                            pursuant to paragraph (b) 
                                                         

__ 60 days after filing                              __ on (date) 
pursuant to paragraph (a)                            pursuant to paragraph (a) 
  
of Rule 485. 


   
Pursuant to the provisions of Rule 24f-2 under the Investment Company  
Act of 1940, an indefinite number of shares of common stock are being  
registered by this Registration Statement.  On November 29, 1995,  
Registrant filed a Rule 24f-2 notice for its fiscal year ended September  
30, 1995. 
    

                    
                         Calvert World Values Fund, Inc.
                     Form N-1A Cross Reference Sheet 

Item number                                 Prospectus Caption 

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

                                            Statement of Additional  
Information Caption 

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

*  Inapplicable or negative answer 

<PAGE>
 
                                                                      
                                                              Part A
   
PROSPECTUS 
January 31, 1996 
    

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, 1996) 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. 


FUND EXPENSES 

A.  Shareholder Transaction Costs            Class A      Class C 
    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 - Fiscal  
    Year 1995 
    (as a percentage of average net assets,  
    after expense reimbursement/fee waiver) 


    Management Fees                          1.10%         1.10% 
    Rule 12b-1 Service and Distribution Fees 
                                             0.25%         1.00% 
    Other Expenses                           0.58%         1.02% 
    

    Total Fund Operating Expenses<F1>        1.93%         3.12% 


   
C. Example:           You would pay the following expenses on a $1,000  
                      investment, assuming (1) 5% annual return; (2)  
                      redem period; and (3) for Class A, payment of  
maximum initial sales charge at time of purchase: 
    
                                                  
                  1 Year           3 Years     5 Years      10 Years 
Class A           $66              $105        $147         $262 
Class C           $31              $96         $164         $343

<F1> Net Fund Operating Expenses after reduction for fees paid indirectly
 were: Class A 1.79% and Class C 2.99%.
 

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

Explanation of Table: The purpose of the table is to assist you in  
understanding the various costs and expenses that an investor in the  
Fund 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" 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, 1995, no fees were waived or and some expenses were
reimbursed  for Class C  Shares.  However,  0.14% of fees were paid  indirectly.
Without the fee reduction,  Other Expenses would have been 1.16%, and Total Fund
Operating  Expenses  for Class C Shares  would have been 3.25%.  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. The above table reflects
these agreements, although there was no recapture of fees in fiscal year 1995.

    

          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. 


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, 1995 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 current  
Annual Report to Shareholders is incorporated by reference into the  
Statement of Additional Information. 

                                               Class A Shares  
                                               Year Ended  
                                               September 30, 1995 
    

Net asset value, beginning of period           $17.99  

Income from investment operations  
Net investment income                             .11  
Net realized and unrealized gain  
(loss) on investments                             .38  
Total from investment operations                  .49  

Distributions to shareholders  
Dividends from net investment income               --  
Distribution in excess of net  
investment income                                  --  
Distribution from net realized gains             (.86)  
Total Distributions                              (.86)  
 
Total increase (decrease) in  
net asset value                                  (.37) 

Net asset value, end of period                 $17.62  

Total return<F4>                                 3.19%  

Ratio to average net assets: 
Net investment income (loss)                      .68%  
Total expenses<F5>                               1.93%  
Net expenses                                     1.79%  
Expenses reimbursed and/or waived                  --   

Portfolio turnover                                 73%  

Net assets, end of period (in thousands)       $191,586  

Number of shares outstanding  
at end of year (in thousands)                    10,876  

<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 


   
                                               Class A Shares  
                                               Year Ended  
                                               September 30, 1994 
    

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  
Dividends from net investment income             (.03)  
Distribution in excess of net  
investment income                                (.04) 
Distribution from net realized gains             (.43)  
Total Distributions                              (.50)  

Total increase (decrease) in  
net asset value                                  1.64 

Net asset value, end of period                 $17.99  

Total return<F4>                               13.44%  

Ratio to average net assets: 
Net investment income (loss)                    (.04%)  
Total expenses<F5>                               --  
Net expenses                                    1.96%  
Expenses reimbursed and/or waived                .04%   

Portfolio turnover                                78%  

Net assets, end of period (in thousands)       $175,543  

Number of shares outstanding  
at end of year (in thousands)                     9,755  

<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 


   
                                               Class A Shares  
                                               Year Ended  
                                               September 30, 1993 
    

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  
Dividends from net investment income             (.05)  
Distribution in excess of net  
investment income                                 --  
Distribution from net realized gains             (.03)  
Total Distributions                              (.08)  

Total increase (decrease) in  
net asset value                                  2.04 

Net asset value, end of period                 $16.35  

Total return<F4>                                14.95%  

Ratio to average net assets: 
Net investment income (loss)                     .80%  
Total expenses<F5>                              --  
Net expenses                                    1.50%  
Expenses reimbursed and/or waived                .20%   
  
Portfolio turnover                                35%  

Net assets, end of period (in thousands)      $54,280  

Number of shares outstanding  
at end of year (in thousands)                   3,319  

<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 



   
                                               Class A Shares  
                                               From Inception 
                                               July 2, 1992 
                                               Through  
                                               September 30, 1992 
    

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  
Dividends from net investment income              --  
Distribution in excess of net  
investment income                                 -- 
Distribution from net realized gains              --  
Total Distributions                               --  

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

Net asset value, end of period                 $14.31  

Total return<F4>                                (4.60%)  

Ratio to average net assets: 
Net investment income (loss)                     1.23%(a)  
Total expenses<F5>                                --  
Net expenses                                     1.01%(a)  
Expenses reimbursed and/or waived                 .60%(a)  

Portfolio turnover                                --  

Net assets, end of period (in thousands)       $8,440  

Number of shares outstanding  
at end of year (in thousands)                     590  

(a) Annualized 
<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 


   
                                               Class C Shares  
                                               Year Ended  
                                               September 30, 1995 


Net asset value, beginning of period           $17.86  

Income from investment operations  
Net investment income                            (.05)  
Net realized and unrealized gain  
(loss) on investments                             .32  
Total from investment operations                  .27  

Distributions to shareholders  
Dividends from net investment income            --  
Distribution in excess of net  
investment income                               --  
Distribution from net realized gains           (.85)  
Total Distributions                            (.85)                  
Total increase (decrease) in  
net asset value                                (.58) 

Net asset value, end of period                 $17.28  

Total return<F4>                               1.95%  

Ratio to average net assets: 
Net investment income (loss)                   (.47%)  
Total expenses<F5>                             3.12%  
Net expenses                                   2.99%  
Expenses reimbursed and/or waived              .13%   

Portfolio turnover                             73%  

Net assets, end of period (in thousands)       $6,061  

Number of shares outstanding  
at end of year (in thousands)                  351  

<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 
    

   
                                               Class C Shares  
                                               From Inception 
                                               March 1, 1994 
                                               Through  
                                               September 30, 1994 

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  
Dividends from net investment income            --  
Distribution in excess of net  
investment income                               -- 
Distribution from net realized gains            --  
Total Distributions                             --  

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

Net asset value, end of period                 $17.86  

Total return<F4>                               (1.27%)  

Ratio to average net assets: 
Net investment income (loss)                   (1.16%(a)  
Total expenses<F5>                             --  
Net expenses                                   3.32%(a)  
Expenses reimbursed and/or waived              .50%(a)  

Portfolio turnover                             78%  

Net assets, end of period (in thousands)       $3,620  

Number of shares outstanding  
at end of year (in thousands)                  203  

(a) Annualized 
<F4>Total  return is not  annualized for periods of less than one year and 
does not reflect deduction of Class A front-end sales charge.  
<F5>Effective  September  30, 1995,  this ratio  reflects  total  expenses 
before  reduction for fees paid  indirectly;  previously  such  reductions 
were included in the ratio. 

    


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. 

   
Many foreign securities are represented by American Depositary Receipts  
("ADRs"), or other receipts evidencing ownership of foreign securities,  
such as International Depositary Receipts and Global Depositary  
Receipts. ADRs are U.S. dollar-denominated and are traded in the U.S. on  
exchanges or over the counter. 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 may avoid some currency risks and 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 Depositary 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  
Johnstone's 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, 1995, Calvert Group  
managed and administered assets in excess of $4.8 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, 1995, the  
Advisor received fees of 1.00% of the Fund's average daily net assets.  
For the same period, the Advisor reimbursed expenses equal to 0.13% of  
the Class C average daily net assets. 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 1995 fiscal year, the Advisor did not recapture  
fees. 
    

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  
                                                 As a %          Dealers as a %
                                 As a % of       of Net            of Amount  
                                 Offering        Amount            Invested 
   Amount of Investment            Price        Invested
- ------------------------------------------------------------------------------ 
- ------------------------------------------------------------------------------

 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, 1995, 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, 1995, 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 64141-6544        Kansas City, MO 64105-6739 

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. 

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

OTHER CALVERT GROUP SERVICES 

Calvert Information Network 

24 hour yield and prices  

Calvert Group has a round-the-clock telephone service that lets existing  
customers 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 account application for the easiest way to establish  
services. 
    

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

Householding of General Mailings 

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

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

Special Services and Charges 

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

If you are purchasing shares of the Fund through a program of services  
offered by a broker-dealer or financial institution, you should read the  
program materials in conjunction with this Prospectus. Certain features  
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 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 maintain an account with $10,000 or more, you may have up to two  
(2) redemption checks for $100 or more sent to you on the 15th of each  
month, simply by sending a letter with all the information, including  
your account number, and the dollar amount ($100 minimum). If you would  
like a regular check mailed to another person or place, your letter must  
be signature guaranteed. 
    

Through your Broker 

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

DIVIDENDS AND TAXES 

Each year, the Fund distributes substantially all of its net investment  
income 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. 

   
Purchases made at net asset value ("NAV"). Except for money market  
funds, if you make a purchase at NAV, you may exchange that amount to  
another fund at no additional sales charge. 
    

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


   
To Open an Account:                                                     
     800-368-2748                                           Prospectus 
                                                            January 31, 1996 
    
                                                                        
                                                                        
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 

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

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 


<PAGE>

                                                                        Part B


                     Calvert World Values Fund, Inc. 
                            Global Equity Fund 


                   Statement of Additional Information 
                             January 31, 1996 


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

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



                           TABLE OF CONTENTS 
- --------------------------------------------------------- 

- --------------------------------------------------------- 
                  Investment Objective                         1  
                  Investment Restrictions                      6 
                  Investment Selection Process                 8 
                  Dividends, Distributions and Taxes           9 
                  Net Asset Value                             10 
                  Calculation of Total Return                 10 
                  Purchase and Redemption of Shares           11 
                  Reduced Sales Charges (Class A)             12 
                  Advertising                                 12 
                  Directors and Officers                      13 
                  Investment Advisor and Sub-Advisor          15 
                  Method of Distribution                      16 
                  Transfer  and   Shareholder   Servicing 
                  Agent                                       17 
                  Portfolio Transactions                      17 
                  Independent Accountants and Custodians      18 
                  General Information                         18 
                  Financial Statements                        18 
                  Appendix                                    18 

<PAGE>
                                                          
STATEMENT OF ADDITIONAL INFORMATION-January 31, 1996 

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

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

         This  Statement of  Additional  Information  is not a prospectus. 
Investors   should  read  the  Statement  of  Additional   Information  in 
conjunction  with the Fund's  Prospectus dated January 31, 1996, which may 
be  obtained  free of charge by writing  the Fund at the above  address or 
calling the Fund. 

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

         Calvert  World  Values  Fund,  Inc.,   Global  Equity  Fund  (the 
"Fund") seeks 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.  

Foreign Securities 
         Additional  costs  may  be  incurred  which  are  related  to any 
international  investment,  since foreign  brokerage  commissions  and the 
custodial costs associated with maintaining  foreign portfolio  securities 
are generally  higher than in the United  States.  Fee expense may also be 
incurred on currency  exchanges  when the Fund  changes  investments  from 
one country to another or converts foreign  securities  holdings into U.S. 
dollars.  Foreign  companies  and  foreign  investment  practices  are not 
subject  to  uniform   accounting,   auditing  and   financial   reporting 
standards  and practices or  regulatory  requirements  comparable to those 
applicable  to  United  States   companies.   There  may  be  less  public 
information available about foreign companies. 
         United States  Government  policies  have at times,  in the past, 
through   imposition   of   interest    equalization   taxes   and   other 
restrictions,  discouraged  United States  investors  from making  certain 
investments  abroad.  While such taxes or  restrictions  are not presently 
in  effect,  they  may be  reinstituted  from  time to time as a means  of 
fostering a favorable  United  States  balance of  payments.  In addition, 
foreign  countries  may  impose  withholding  and taxes on  dividends  and 
interest. See "Risk Factors" in the Prospectus. 

Credit Quality 
         The Fund invests  only in  investment  grade  bonds.  As has been 
the industry  practice,  this  determination  of credit quality is made at 
the time the Fund  acquires  the bond.  However,  because  it is  possible 
that  subsequent  downgrades  could  occur,  if a bond held by the Fund is 
later  downgraded,  the Fund's  Sub-Advisor,  under the supervision of the 
Fund's  Board  of  Directors,  will  consider  whether  it is in the  best 
interest  of the  Fund's  shareholders  to hold or to dispose of the bond. 
Among the  criteria  that may be  considered  by the  Sub-Advisor  and the 
Board are the  probability  that the bonds will be able to make  scheduled 
interest  and  principal  payments in the future,  the extent to which any 
devaluation  of the bond has already been  reflected in the Fund net asset 
value,  and the total  percentage,  if any, of bonds currently rated below 
investment grade held by the Fund. 
         Non-investment   grade   securities   have   moderate   to   poor 
protection  of  principal  and  interest  payments  and  have  speculative 
characteristics.  They involve  greater risk of default or price  declines 
due to  changes in the  issuer's  creditworthiness  than  investment-grade 
debt  securities.  Because the market for  lower-rated  securities  may be 
thinner  and less active than for  higher-rated  securities,  there may be 
market price  volatility  for these  securities  and limited  liquidity in 
the  resale  market.  Market  prices  for  these  securities  may  decline 
significantly  in  periods  of  general  economic   difficulty  or  rising 
interest rates. 

Options and Futures Contracts 
         The Fund may  purchase  put and call  options  and  engage in the 
writing of covered  call  options and  secured  put options on  securities 
which  meet the  Fund's  social  criteria,  and  employ a variety of other 
investment techniques.  Specifically,  the Fund may engage in the purchase 
and  sale of  stock  index  future  contracts,  foreign  currency  futures 
contracts,  interest rate futures contracts,  and options on such futures, 
as described  more fully below.  Such  investment  policies and techniques 
may  involve  a  greater  degree  of  risk  than  those  inherent  in more 
conservative investment approaches. 
         The  Fund  will  engage  in  such   transactions  only  to  hedge 
existing  positions.  It will  not  engage  in such  transactions  for the 
purposes of speculation or leverage. 
         The  Fund  will  not   engage   in  such   options   or   futures 
transactions  unless  it  receives  any  necessary   regulatory  approvals 
permitting  it  to  engage  in  such  transactions.  The  Fund  may  write 
"covered  options" on securities in standard  contracts traded on national 
or foreign securities exchanges,  or in individually  negotiated contracts 
traded  over-the-counter.  It may write  such  options in order to receive 
the  premiums  from options that expire and to seek net gains from closing 
purchase transactions with respect to such options. 

Put and Call  Options.  The Fund may  purchase  put  options.  By buying a 
put, the Fund has the right to sell the  security at the  exercise  price, 
thus  limiting  its risk of loss  through a decline in the market value of 
the security  until the put  expires.  The amount of any  appreciation  in 
the  value of the  underlying  security  will be  partially  offset by the 
amount  of  the   premium   paid  for  the  put  option  and  any  related 
transaction  costs.  Prior to its expiration,  a put option may be sold in 
a  closing  sale  transaction  and any  profit  or loss from the sale will 
depend on whether  the amount  received  is more or less than the  premium 
paid for the put option plus the related transaction costs. 
         The Fund may purchase  call  options.  Such  transactions  may be 
entered into in order to limit the risk of a  substantial  increase in the 
market  price of the security  which the Fund  intends to purchase.  Prior 
to  its  expiration,  a  call  option  may  be  sold  in  a  closing  sale 
transaction.  Any  profit or loss from such a sale will  depend on whether 
the amount  received  is more or less than the  premium  paid for the call 
option plus the related transaction costs. 

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

Over-the-Counter    ("OTC")    Options.    OTC    options    differ   from 
exchange-traded   options  in  several   respects.   They  are  transacted 
directly  with dealers and not with a clearing  corporation,  and there is 
a risk of non-performance by the dealer.  However,  the premium is paid in 
advance by the dealer.  OTC options are  available  for a greater  variety 
of securities and foreign  currencies,  and in a wider range of expiration 
dates and exercise  prices than  exchange-traded  options.  Since there is 
no exchange,  pricing is normally done by reference to information  from a 
market maker,  which  information  is carefully  monitored or caused to be 
monitored by the Sub-Advisor and verified in appropriate cases. 
         A writer or  purchaser  of a put or call option can  terminate it 
voluntarily  only by entering into a closing  transaction.  In the case of 
OTC  options,   there  can  be  no  assurance  that  a  continuous  liquid 
secondary  market  will exist for any  particular  option at any  specific 
time.  Consequently,  the Fund may be able to realize  the value of an OTC 
option it has  purchased  only by exercising it or entering into a closing 
sale  transaction  with the dealer  that  issued it.  Similarly,  when the 
Fund writes an OTC option,  it  generally  can close out that option prior 
to its  expiration  only by entering into a closing  purchase  transaction 
with the  dealer to which it  originally  wrote the  option.  If a covered 
call option  writer cannot  effect a closing  transaction,  it cannot sell 
the  underlying  security or foreign  currency until the option expires or 
the  option is  exercised.  Therefore,  the  writer of a covered  OTC call 
option  may not be able to sell an  underlying  security  even  though  it 
might  otherwise  be  advantageous  to do so.  Likewise,  the  writer of a 
secured  OTC put  option may be unable to sell the  securities  pledged to 
secure the put for other  investment  purposes  while it is obligated as a 
put  writer.  Similarly,  a purchaser  of an OTC put or call option  might 
also find it  difficult  to  terminate  its  position on a timely basis in 
the absence of a secondary market. 
         The  Fund   understands   the   position  of  the  staff  of  the 
Securities  and Exchange  Commission  (the "SEC") to be that purchased OTC 
options  and the assets  used as  "cover"  for  written  OTC  options  are 
illiquid  securities.  The Fund has adopted procedures for engaging in OTC 
options  transactions  for the purpose of reducing any  potential  adverse 
effect of such transactions upon the liquidity of the Fund. 

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

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

Put Options on Futures  Contracts.  The purchase of put options on futures 
contracts  is analogous  to the sale of futures  contracts  and is used to 
protect the portfolio against the risk of declining  prices.  The Fund may 
purchase  put  options  and sell  put  options  on  futures  contracts  it 
already  owns.  The Fund will only  engage in the  purchase of put options 
and the sale of covered  put options on market  index  futures for hedging 
purposes. 

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

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

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

Foreign Currency Transactions 
         Forward Foreign Currency  Exchange  Contracts.  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  ("Term")  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. 
         The Fund will not enter into such  forward  contracts or maintain 
a net  exposure in such  contracts  where it would be obligated to deliver 
an  amount of  foreign  currency  in excess of the value of its  portfolio 
securities   and  other  assets   denominated   in  that   currency.   The 
Sub-Advisor  believes  that it is  important  to have the  flexibility  to 
enter into such forward  contracts when it determines  that to do so is in 
the Fund's best interests. 
         Foreign  Currency  Options.  A foreign  currency  option provides 
the  option  buyer  with  the  right  to buy or sell a  stated  amount  of 
foreign  currency at the exercise  price at a specified date or during the 
option  period.  A call  option  gives its owner  the  right,  but not the 
obligation,  to buy the  currency,  while a put option gives its owner the 
right,  but not the  obligation,  to sell the currency.  The option seller 
(writer)  is  obligated  to fulfill  the terms of the option sold if it is 
exercised.  However,  either seller or buyer may close its position during 
the option period for such options any time prior to expiration. 
         A call  rises in value if the  underlying  currency  appreciates. 
Conversely,  a put rises in value if the underlying currency  depreciates. 
While  purchasing a foreign  currency  option can protect the Fund against 
an  adverse  movement  in the  value of a  foreign  currency,  it does not 
limit the gain which might  result from a favorable  movement in the value 
of  such  currency.  For  example,  if the  Fund  was  holding  securities 
denominated  in an  appreciating  foreign  currency  and had  purchased  a 
foreign  currency  put to hedge  against  a  decline  in the  value of the 
currency,  it would not have to exercise its put.  Similarly,  if the Fund 
had  entered  into a contract  to  purchase a  security  denominated  in a 
foreign  currency  and had  purchased  a  foreign  currency  call to hedge 
against a rise in the value of the  currency  but instead the currency had 
depreciated  in value  between  the date of  purchase  and the  settlement 
date,  it would not have to  exercise  its call but could  acquire  in the 
spot market the amount of foreign currency needed for settlement. 
         Foreign Currency Futures  Transactions.  The Fund may use foreign 
currency  futures  contracts  and  options  on  such  futures   contracts. 
Through  the  purchase  or  sale  of  such  contracts,  it may be  able to 
achieve  many  of  the  same  objectives  attainable  through  the  use of 
foreign currency forward  contracts,  but more effectively and possibly at 
a lower cost. 

         Unlike  forward  foreign  currency  exchange  contracts,  foreign 
currency  futures  contracts  and  options  on  foreign  currency  futures 
contracts  are  standardized  as to amount  and  delivery  period  and are 
traded on boards of trade and  commodities  exchanges.  It is  anticipated 
that such  contracts  may provide  greater  liquidity  and lower cost than 
forward foreign currency exchange contracts. 

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

Fundamental Investment Restrictions 
         The  Fund  has  adopted  the  following  investment  restrictions 
which,  together with the foregoing investment  objectives and fundamental 
policies  of the Fund,  cannot be  changed  without  the  approval  of the 
holders of a majority of the  outstanding  shares of the Fund.  As defined 
in the Investment  Company Act of 1940,  this means the lesser of the vote 
of (a) 67% of the  shares of the Fund at a meeting  where more than 50% of 
the  outstanding  shares  are  present  in  person or by proxy or (b) more 
than 50% of the outstanding shares of the Fund. The Fund may not: 

         1.       With  respect  to 75% of its  assets,  purchase 
         securities of any issuer (other than  obligations of, or 
         guaranteed  by,  the  United  States   Government,   its 
         agencies  or  instrumentalities)  if, as a result,  more 
         than  5% of the  value  of its  total  assets  would  be 
         invested in securities of that issuer. 
         2.       Concentrate  25% or  more of the  value  of its 
         assets  in any one  industry;  provided,  however,  that 
         there is no limitation  with respect to  investments  in 
         obligations  issued or  guaranteed  by the United States 
         Government  or its agencies and  instrumentalities,  and 
         repurchase agreements secured thereby. 
         3.       Purchase  more  than  10%  of  the  outstanding 
         voting securities of any issuer. 
         4.       Make loans other than  through the  purchase of 
         money market  instruments  and repurchase  agreements or 
         by the  purchase  of  bonds,  debentures  or other  debt 
         securities.  The  purchase  by  the  Fund  of  all  or a 
         portion   of  an  issue   of   publicly   or   privately 
         distributed  debt  obligations  in  accordance  with its 
         investment objective,  policies and restrictions,  shall 
         not constitute the making of a loan. 
         5.       Underwrite  the  securities  of other  issuers, 
         except  to  the  extent  that  in  connection  with  the 
         disposition  of its portfolio  securities,  the Fund may 
         be deemed to be an underwriter. 
         6.       Purchase  from  or  sell  to any of the  Fund's 
         officers  or  Directors,  or firms of which  any of them 
         are members,  any  securities  (other than capital stock 
         of the  Fund),  but such  persons  or  firms  may act as 
         brokers for the Fund for customary commissions. 
         7.       Borrow  money,  except from banks for temporary 
         or  emergency  purposes and then only in an amount up to 
         10% of the value of the Fund's total  assets;  provided, 
         however,  that outstanding  borrowings permitted by this 
         section  do not  exceed  33  1/3%  of the  Fund's  total 
         assets.  In order to  secure  any  permitted  borrowings 
         under this  section,  the Fund may  pledge,  mortgage or 
         hypothecate its assets. 
         8.       Make short sales of  securities or purchase any 
         securities  on margin  except  that the Fund may  obtain 
         such  short-term  credits  as may be  necessary  for the 
         clearance  of  purchases  and sales of  securities.  The 
         deposit   or   payment   by  the  Fund  of   initial  or 
         maintenance  margin in connection with financial futures 
         contracts  or  related   options   transactions  is  not 
         considered the purchase of a security on margin. 
         9.       Write,   purchase   or  sell  puts,   calls  or 
         combinations  thereof except that the Fund may (a) write 
         exchange-traded   covered   call  options  on  portfolio 
         securities and enter into closing purchase  transactions 
         with  respect  to such  options,  and the Fund may write 
         exchange-traded   covered   call   options   on  foreign 
         currencies  and secured put  options on  securities  and 
         foreign  currencies  and write  covered call and secured 
         put options on securities and foreign  currencies traded 
         over  the  counter,  and  enter  into  closing  purchase 
         transactions with respect to such options,  (b) purchase 
         exchange-traded   call   options  and  put  options  and 
         purchase  call and put options  traded over the counter, 
         provided that the premiums on all  outstanding  call and 
         put  options do not exceed 5% of its total  assets,  and 
         enter into  closing  sale  transaction  with  respect to 
         such  options,  and  (c)  engage  in  financial  futures 
         contracts  and related  options  transactions,  provided 
         that  the  sum of the  initial  margin  deposits  on the 
         Fund's existing  futures and related  options  positions 
         and the  premiums  paid for  related  options  would not 
         exceed 5% of its total assets. 
         10.      Invest for the  purpose of  exercising  control 
         or management of another issuer. 
         11.      Invest  in  commodities,   commodities  futures 
         contracts,  or real  estate,  although  it may invest in 
         securities  which  are  secured  by real  estate or real 
         estate  mortgages and securities of issuers which invest 
         or deal in commodities,  commodity futures,  real estate 
         or  real  estate  mortgages  and  provided  that  it may 
         purchase or sell stock index futures,  foreign  currency 
         futures, interest rate futures and options thereon. 
         12.      The  Fund may  invest  in the  shares  of other 
         investment  companies  as  permitted  by the 1940 Act or 
         other   applicable   law,  or  in   connection   with  a 
         nonqualified  deferred  compensation plan adopted by the 
         Board of  Directors,  as long as there is no  duplicaton 
         of advisory fees. 

Non-Fundamental Investment Restrictions 
         The   Fund   has   adopted   the   following   operating   (i.e., 
non-fundamental)   investment  policies  and  restrictions  which  may  be 
changed by the Board of Directors without shareholder  approval.  The Fund 
may not: 
         13.      Purchase  the  securities  of any  issuer  with 
         less than three  years'  continuous  operation  if, as a 
         result,  more than 5% of the  value of its total  assets 
         would be invested in securities of such issuers. 
         14.      Purchase  illiquid  securities if more than 15% 
         of  the  value  of  that  Fund's  net  assets  would  be 
         invested in such  securities.  The Fund may buy and sell 
         securities  outside  the U.S.  that  are not  registered 
         with the SEC or marketable in the U.S. 
         15.      Purchase or retain  securities of any issuer if 
         the  officers,  directors  of the Fund or its  Advisors, 
         owning   beneficially   more  than  1/2  of  1%  of  the 
         securities  of such issuer,  together  own  beneficially 
         more than 5% of such issuer's securities. 
         16.      Invest  in  warrants  if  more  than  5% of the 
         value of the  Fund's  net assets  would be  invested  in 
         such securities. 
         17.      Invest  in  interests  in oil,  gas,  or  other 
         mineral  exploration or  development  programs or leases 
         although it may invest in  securities  of issuers  which 
         invest in or sponsor such programs. 


         For  purposes of the Fund's  concentration  policy  contained  in 
restriction  (2),  above,  the Fund  intends to comply  with the SEC staff 
position  that  securities  issued  or  guaranteed  as  to  principal  and 
interest  by  any  single   foreign   government   are  considered  to  be 
securities of issuers in the same industry. 

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

========================================================================== 
                       INVESTMENT SELECTION PROCESS 
========================================================================== 

         Investments  in the  Fund  are  selected  on the  basis  of their 
ability to contribute to the dual objective of the Fund.  The  Sub-Advisor 
uses its best  efforts  to select  investments  for the Fund that  satisfy 
the  Fund's  investment  and social  criteria  to the  greatest  practical 
extent.   The  Sub-Advisor  has  developed  a  number  of  techniques  for 
evaluating  the  performance  of  issuers  in each  of  these  areas.  The 
primary  sources of  information  are  reports  published  by the  issuers 
themselves,  the  reports of public  agencies,  and the  reports of groups 
which  monitor   performance  in  particular   areas.   These  sources  of 
information  are  sometimes  augmented  with direct  interviews or written 
questionnaires   addressed  to  the  issuers.  It  should  be  recognized, 
however,   that  there  are  few  generally  accepted  measures  by  which 
achievement in these areas can be readily  distinguished;  therefore,  the 
development  of  suitable  measurement  techniques  is largely  within the 
discretion and judgment of the Advisors of the Fund. 
         In making investment  selections,  the Sub-Advisor determines and 
evaluates  the  appropriate  portfolio  composition  on the basis of asset 
prices  and  the  perceived  consequences  and  probabilities  of  various 
economic  outcomes that the Sub-Advisor  deems  possible.  The Sub-Advisor 
then  evaluates  numerous  individual  securities as candidates to fulfill 
the  Fund's   investment   objective  and  policies.   Securities   remain 
candidates  for  inclusion  in the Fund  only if their  prices  and  other 
characteristics  indicate  that they have the  potential  to  perform in a 
way  that is  representative  of  their  class  of  securities  under  the 
different economic outcomes considered more probable by the Sub-Advisor. 
         Candidates  for inclusion in any  particular  class of assets are 
then  examined   according  to  the  social   criteria.   The  Sub-Advisor 
classifies  the issuers into three  categories  of  suitability  under the 
social  criteria.  In the first  category are those  issuers which exhibit 
unusual positive  accomplishment  with respect to some of the criteria and 
do not  fail to meet  minimum  standards  with  respect  to the  remaining 
criteria.  To the greatest  extent  possible,  investment  selections  are 
made from this  group.  In the second  category  are those  issuers  which 
meet  minimum  standards  with  respect  to all  the  criteria  but do not 
exhibit  outstanding  accomplishment  with respect to any criterion.  This 
category  includes  issuers  which  may  lack  an  affirmative  record  of 
accomplishment  in these areas but which are not known by the  Sub-Advisor 
to  violate  any of the  social  criteria.  The third  category  under the 
social  criteria  consists of issuers which  flagrantly  violate,  or have 
violated,  one or more of those  values,  for  example,  a  company  which 
repeatedly   engages  in  unfair  labor  practices.   The  Fund  will  not 
knowingly purchase the securities of issuers in this third category. 
         It  should  be noted  that the  Fund's  social  criteria  tend to 
limit  the   availability  of  investment   opportunities   more  than  is 
customary  with other  investment  companies.  The  Advisors  of the Fund, 
however,  believe  that within the first and second  categories  there are 
sufficient  investment  opportunities  to  permit  full  investment  among 
issuers which satisfy the Fund's social investment objective. 

========================================================================== 
                   DIVIDENDS, DISTRIBUTIONS, AND TAXES 
========================================================================== 

         The Fund declares and pays dividends  from net investment  income 
on an annual basis.  Distributions  of realized net capital gains, if any, 
are normally paid once a year;  however,  the Fund does not intend to make 
any such distributions  unless available capital loss carryovers,  if any, 
have been  used or have  expired.  Dividends  and  distributions  paid may 
differ among the classes. 
         Generally,  dividends  (including  short-term  capital gains) and 
distributions  are taxable to the  shareholder  in the year they are paid. 
However,  any  dividends  and  distributions  paid in January but declared 
during the prior three months are taxable in the year declared. 
         Investors  should note that the  Internal  Revenue Code ("Code ") 
may require  investors to exclude the initial sales  charge,  if any, paid 
on the  purchase of Fund shares from the tax basis of those  shares if the 
shares are  exchanged  for shares of another  Calvert Group Fund within 90 
days of  purchase.  This  requirement  applies only to the extent that the 
payment of the  original  sales  charge on the shares of the Fund causes a 
reduction  in the sales  charge  otherwise  payable  on the  shares of the 
Calvert  Group Fund  acquired in the  exchange,  and  investors  may treat 
sales charges  excluded from the basis of the original  shares as incurred 
to acquire the new shares.  
         The Fund is  required to withhold  31% of any  long-term  capital 
gain  dividends and 31% of each  redemption  transaction  occurring in the 
Fund if: (a) the  shareholder's  social  security number or other taxpayer 
identification  number ("TIN") is not provided,  or an obviously incorrect 
TIN is provided;  (b) the shareholder  does not certify under penalties of 
perjury  that the TIN provided is the  shareholder's  correct TIN and that 
the  shareholder  is not  subject  to  backup  withholding  under  section 
3406(a)(1)(C) of the Code because of underreporting  (however,  failure to 
provide  certification  as to the  application  of  section  3406(a)(1)(C) 
will result only in backup  withholding on capital gain dividends,  not on 
redemptions);  or  (c)  the  Fund  is  notified  by the  Internal  Revenue 
Service  that the TIN  provided by the  shareholder  is  incorrect or that 
there  has  been   underreporting   of  interest  or   dividends   by  the 
shareholder.  Affected  shareholders  will  receive  statements  at  least 
annually specifying the amount withheld. 
         The Fund is required to report to the  Internal  Revenue  Service 
the following  information  with respect to each  redemption  transaction: 
(a)  the  shareholder's  name,   address,   account  number  and  taxpayer 
identification  number;  (b) the total  dollar  value of the  redemptions; 
and (c) the Fund's identifying CUSIP number. 
         Certain  shareholders are exempt from the backup  withholding and 
broker    reporting    requirements.    Exempt    shareholders    include: 
corporations;    financial   institutions;    tax-exempt    organizations; 
individual   retirement   plans;  the  U.S.,  a  State,  the  District  of 
Columbia,  a U.S.  possession,  a  foreign  government,  an  international 
organization,  or any political subdivision,  agency or instrumentality of 
any of the foregoing;  U.S. registered  commodities or securities dealers; 
real estate  investment  trusts;  registered  investment  companies;  bank 
common trust funds;  certain charitable  trusts;  foreign central banks of 
issue.  Non-resident  aliens,  certain  foreign  partnerships  and foreign 
corporations  are  generally  not  subject to either  requirement  but may 
instead be  subject  to  withholding  under  sections  1441 or 1442 of the 
Internal  Revenue  Code.   Shareholders  claiming  exemption  from  backup 
withholding  and  broker  reporting  should  call or  write  the  Fund for 
further information. 

========================================================================== 
                             NET ASSET VALUE 
========================================================================== 

         The  public  offering  price  of the  shares  of the  Fund is the 
respective  net  asset  value  per share  (plus,  for Class A shares,  the 
applicable  sales charge).  The net asset values  fluctuates  based on the 
respective  market  value of the Fund's  investments.  The net asset value 
per share for each class is  determined  every  business  day at the close 
of the  regular  session of the New York  Stock  Exchange  (normally  4:00 
p.m.  Eastern  time)  and at  such  other  times  as may be  necessary  or 
appropriate.  The Fund  does not  determine  net  asset  value on  certain 
national  holidays  or other days on which the New York Stock  Exchange is 
closed:  New Year's Day,  Presidents'  Day,  Good  Friday,  Memorial  Day, 
Independence  Day,  Labor Day,  Thanksgiving  Day, and Christmas  Day. The 
Fund's  net asset  value per share is  determined  by  dividing  total net 
assets  (the  value of its assets net of  liabilities,  including  accrued 
expenses and fees) by the number of shares outstanding for that class. 
         The  assets of the Fund are  valued as  follows:  (a)  securities 
for which market  quotations are readily  available are valued at the most 
recent  closing  price,  mean  between  bid  and  asked  price,  or  yield 
equivalent   as  obtained   from  one  or  more  market  makers  for  such 
securities;  (b)  securities  maturing  within  60 days may be  valued  at 
cost,  plus or minus any amortized  discount or premium,  unless the Board 
of  Directors  determines  such  method  not to be  appropriate  under the 
circumstances;  and (c) all other  securities  and assets for which market 
quotations  are  not  readily  available  will  be  fairly  valued  by the 
Advisor in good faith  under the  supervision  of the Board of  Directors. 
Securities   primarily   traded  on  foreign   securities   exchanges  are 
generally  valued at the  preceding  closing  values  on their  respective 
exchanges  where primarily  traded.  Equity options are valued at the last 
sale  price  unless  the bid price is higher or the asked  price is lower, 
in which  event such bid or asked  price is used.  Exchange  traded  fixed 
income  options are valued at the last sale price  unless there is no sale 
price,  in which event current prices  provided by market makers are used. 
Over-the-counter  fixed  income  options  are valued  based  upon  current 
prices  provided  by market  makers.  Financial  futures are valued at the 
settlement  price  established  each day by the board of trade or exchange 
on which they are traded.  Because of the need to obtain  prices as of the 
close  of  trading  on  various   exchanges   throughout  the  world,  the 
calculation  of the  Fund's  net  asset  value  does  not take  place  for 
contemporaneously  with the determination of the prices of U.S.  portfolio 
securities.  For  purposes of  determining  the net asset value all assets 
and  liabilities  initially  expressed in foreign  currency values will be 
converted  into United  States  dollar  values at the mean between the bid 
and offered  quotations of such  currencies  against United States dollars 
at last quoted by any recognized  dealer.  If an event were to occur after 
the value of an  investment  was so  established  but before the net asset 
value per share was determined  which was likely to materially  change the 
net asset  value,  then the  instrument  would be valued  using fair value 
consideration by the Directors or their delegates. 

========================================================================== 
                       CALCULATION OF TOTAL RETURN 
========================================================================== 

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

                             P(1 + T)n = ERV 

where P = a hypothetical  initial payment of $1,000;  T = total return;  n 
=  number  of  years;  and  ERV  =  the  ending   redeemable  value  of  a 
hypothetical $1,000 payment made at the beginning of the period. 
         Total  return is  historical  in nature  and is not  intended  to 
indicate  future  performance.  All total  return  quotations  reflect the 
deduction  of the maximum  sales  charge,  except  quotations  of "overall 
return,"  which do not deduct sales  charge,  and "actual  return,"  which 
reflect  deduction  of the  sales  charge  only for those  periods  when a 
sales  charge  was  actually  imposed.  Overall  and total  return for the 
Fund's shares for the periods indicated are as follows: 

Periods Ended               Class A            Class A           Class C 
September 30, 1995          Overall Return     Average Annual    Average Annual 
                                               Return            Return
============================================================================== 
One year                    3.19%             -1.73%             1.95% 

From date of inception<F1>  8.00%              6.39%            -0.11% 

         Total  return,  like net asset  value per  share,  fluctuates  in 
response to changes in market  conditions.  It should not be considered an 
indication of future return. 

<F1>June 29, 1992 for Class A; March 1, 1994 for Class C. 

========================================================================== 
                    PURCHASE AND REDEMPTION OF SHARES 
========================================================================== 

         Investments  in the Fund made by mail,  bank  wire or  electronic 
funds   transfer,   or  through  the  Fund's   branch   offices,   Calvert 
Distributors,  Inc., or other brokers  participating  in the  distribution 
of Fund  shares,  are  credited to a  shareholder's  account at the public 
offering  price  which  is the  net  asset  value  next  determined  after 
receipt by the Fund, Calvert  Distributors,  Inc., or the Fund's custodian 
bank or lockbox  facility,  plus the applicable  sales charge as set forth 
in the Fund's Prospectus.  
         All  purchases of the Fund shares will be confirmed  and credited 
to  shareholder  accounts in full and  fractional  shares  (rounded to the 
nearest  1/1000th  of a  share).  Share  certificates  will not be  issued 
unless  requested in writing by the  investor.  No charge will be made for 
share   certificate   requests.   No  certificates   will  be  issued  for 
fractional  shares.  A service fee of $10.00,  plus any costs  incurred by 
the Fund,  will be charged  investors  whose purchase  checks are returned 
for insufficient funds. 
         Telephone  redemption  requests  are  processed  upon the date of 
receipt,  if received prior to 4:00 p.m.  Redemption proceeds are normally 
transmitted  or mailed the next  business day,  although  payment by check 
of  redemption  proceeds  shares  may  take  up  to  five  business  days; 
however,   telephone   redemption   requests   which  would   require  the 
redemption  of shares  purchased  by check or  electronic  funds  transfer 
within  the  previous  10  business  days  may not be  honored.  The  Fund 
reserves the right to modify the telephone redemption privilege. 
         Amounts  redeemed  by  telephone  may be  mailed  by check to the 
investor to the  address of record  without  charge.  Amounts of more than 
$50  and  less  than  $300,000  may be  transferred  electronically  at no 
charge to the investor.  Amounts of $l,000 or more will be  transmitted by 
wire without  charge by the Fund to the  investor's  account at a domestic 
bank or  savings  association  that is a  member  of the  Federal  Reserve 
System  or to a  correspondent  bank.  A charge of $5 is  imposed  on wire 
transfers  of  less  than  $1,000.  If the  institution  is not a  Federal 
Reserve  System  member,   failure  of  immediate   notification  to  that 
institution  by  the  correspondent  bank  could  result  in  a  delay  in 
crediting the funds to the investor's account at the institution. 
         To change  redemption  instructions  already given,  shareholders 
must  send a notice  to the  Fund,  with a voided  copy of a check for the 
bank  wiring  instructions  to  be  added.  If a  voided  check  does  not 
accompany  the request,  then the request must be signature  guaranteed by 
a commercial  bank, trust company,  savings  association or member firm of 
any national  securities  exchange.  Other  documentation  may be required 
from corporations, fiduciaries and institutional investors. 
         The  Fund's  redemption  check  normally  will be  mailed  to the 
investor on the next  business  day  following  the date of receipt by the 
Fund of a written  redemption  request.  If the  investor so  instructs in 
such  written  redemption  request,  the  check  will  be  mailed  or  the 
redemption   proceeds   wired   or   transferred   electronically   to   a 
preauthorized account at the investor's bank or savings association. 
         The right of  redemption  may be suspended or the date of payment 
postponed  for any  period  during  which the New York Stock  Exchange  is 
closed (other than customary weekend and holiday  closings),  when trading 
on the New York Stock Exchange is restricted,  or an emergency  exists, as 
determined  by the  Commission,  or if the  Commission  has ordered such a 
suspension for the  protection of  shareholders.  Redemption  proceeds are 
normally  mailed,  wired or transferred  electronically  the next business 
day but in no event  later  than  seven  days  after a  proper  redemption 
request has been  received,  unless  redemptions  have been  suspended  or 
postponed as described above. 
         Redemption  proceeds  are  normally  paid in cash.  However,  the 
Fund has the  right  to  redeem  shares  in  assets  other  than  cash for 
redemption  amounts  exceeding,  in any 90-day  period,  $250,000 or 1% of 
the net asset value of the Fund, whichever is less. 

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

         The Fund  imposes  reduced  sales  charges  for Class A shares in 
certain  situations  in which the  Principal  Underwriter  and the dealers 
selling Fund shares may expect to realize  significant  economies of scale 
with  respect to such sales.  Generally,  sales  costs do not  increase in 
proportion  to the  dollar  amount  of the  shares  sold;  the  per-dollar 
transaction  cost for a sale to an investor of shares worth,  say,  $5,000 
is  generally  much higher than the  per-dollar  cost for a sale of shares 
worth  $1,000,000.  Thus,  the  applicable  sales  charge  declines  as  a 
percentage  of the  dollar  amount of  shares  sold as the  dollar  amount 
increases. 
         When a  shareholder  agrees to make  purchases  of shares  over a 
period of time totaling a certain  dollar  amount  pursuant to a Letter of 
Intent,  the  Underwriter  and  selling  dealers can expect to realize the 
economies  of scale  applicable  to that stated  goal  amount.  Thus,  the 
Portfolio  imposes  the  sales  charge  applicable  to  the  goal  amount. 
Similarly,  the  Underwriter  and selling  dealers  also  experience  cost 
savings when dealing with  existing Fund  shareholders,  enabling the Fund 
to  afford  existing   shareholders   the  Right  of   Accumulation.   The 
Underwriter  and selling  dealers can also expect to realize  economies of 
scale when making sales to the members of certain  qualified  groups which 
agree to facilitate  distribution  of Portfolio  shares to their  members. 
For  shareholders  who  intend  to invest  at least  $50,000,  a Letter of 
Intent  is  included  in the  Appendix  to this  Statement  of  Additional 
Information. See "Exhibit A - Reduced Sales Charges" in the Prospectus. 

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

         The Fund or its affiliates may provide  information  such as, but 
not limited to, the economy,  investment climate,  investment  principles, 
sociological  conditions  and political  ambiance.  Discussion may include 
hypothetical  scenarios or lists of relevant  factors  designed to aid the 
investor  in  determining   whether  the  Fund  is  compatible   with  the 
investor's  goals.  The Fund may list portfolio  holdings or give examples 
or  securities  that  may  have  been  considered  for  inclusion  in  the 
Portfolio, whether held or not. 
         The Fund or its  affiliates  may supply  comparative  performance 
data and rankings from  independent  sources such as Donoghue's Money Fund 
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services, 
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment 
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values 
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street 
Journal, and Schabacker Investment  Management,  Inc., and including other 
socially responsible  investment  companies,  and unmanaged market indices 
such as Morgan  Stanley  Capital  International  World Index or Europe-Far 
East-Asia  Index.  Such  averages  generally  do not reflect any front- or 
back-end  sales  charges  that may be charged  by Funds in that  grouping. 
The Fund may also cite to any source,  whether in print or  on-line,  such 
as Bloomberg,  in order to  acknowledge  origin of  information.  The Fund 
may  compare  itself  or its  portfolio  holdings  to  other  investments, 
whether  or  not  issued  or   regulated  by  the   securities   industry, 
including,  but not  limited  to,  certificates  of deposit  and  Treasury 
notes.  The Fund,  its Advisor,  and its  affiliates  reserve the right to 
update performance rankings as new rankings become available. 
         Calvert  Group is the  leading  family  of  socially  responsible 
mutual  funds,  both in terms of socially  responsible  mutual fund assets 
under  management,   and  number  of  socially   responsible  mutual  fund 
portfolios offered (source:  Social Investment Forum,  December 31, 1994). 
Calvert   Group  was  also  the  first  to  offer  a  family  of  socially 
responsible mutual fund portolios. 

========================================================================== 
                          DIRECTORS AND OFFICERS 
========================================================================== 

         <F2>CLIFTON S.  SORRELL,  JR.,  Chairman and Director.  Mr.  Sorrell 
serves  as  President,  Chief  Executive  Officer  and  Vice  Chairman  of 
Calvert  Group,  Ltd.  and as an  officer  and  director  of  each  of its 
affiliated  companies.   He  is  a  director  of  Calvert-Sloan  Advisers, 
L.L.C.,  and a  trustee/director  of each of the  investment  companies in 
the Calvert Group of Funds. 
         JOHN G.  GUFFEY,  JR.,  Director.  Mr.  Guffey is chairman of the 
Calvert  Social  Investment   Foundation,   organizing   director  of  the 
Community Capital Bank in Brooklyn,  New York, and a financial  consultant 
to various  organizations.  In addition, he is a Director of the Community 
Bankers  Mutual Fund of Denver,  Colorado,  and the Treasurer and Director 
of Silby,  Guffey,  and Co., Inc., a venture capital firm. Mr. Guffey is a 
trustee/director  of  each  of  the  other  investment  companies  in  the 
Calvert  Group of Funds,  except for  Calvert New World  Fund,  Inc.,  and 
Acacia Capital  Corporation.  Address:  7205 Pomander  Lane,  Chevy Chase, 
Maryland 20815. 
         TERRENCE J. MOLLNER,  Ed.D, Director.  Dr. Mollner is Founder and 
Chairperson of Trusteeship  Institute,  Inc., a diverse  foundation  known 
principally   for  its   consultation   to   corporations   converting  to 
cooperative   employee-ownership.   He  served   as  a   Trustee   of  the 
Cooperative  Fund of New England,  Inc.,  and is now a member of its Board 
of Advisors.  Mr.  Mollner  also serves as Trustee for the Calvert  Social 
Investment  Fund.  He is  also  a  founder  and  member  of the  Board  of 
Trustees  of the  Foundation  for  Soviet-American  Economic  Cooperation. 
Address: 15 Edwards Square, Northampton, Massachusetts 01060. 
         RUSTUM ROY,  Director.  Mr. Roy is the Evan Pugh Professor of the 
Solid  State   Geochemistry  at   Pennsylvania   State   University,   and 
Corporation  Chair,  National  Association  of  Science,  Technology,  and 
Society.  Address:  Material Research Laboratory,  Room 102A, Pennsylvania 
State University, University Park, Pennsylvania, 16802. 
         <F2>  D.   WAYNE   SILBY,   Esq.,   Director.   Mr.   Silby   is  a 
trustee/director  of  each  of the  investment  companies  in the  Calvert 
Group of Funds,  except  for  Calvert  New World  Fund,  Inc.,  and Acacia 
Capital  Corporation.  Mr. Silby is an officer,  director and  shareholder 
of Silby,  Guffey & Company,  Inc.,  which  serves as  general  partner of 
Calvert Social Venture Partners  ("CSVP").  CSVP is a venture capital firm 
investing  in  socially  responsible  small  companies.  .  He is  also  a 
Director  of Acacia  Mutual Life  Insurance  Company.  Address:  1715 18th 
Street, N.W., Washington, D.C. 20009. 
         TESSA  TENNANT,  Director.  Ms.  Tennant is the head of green and 
ethical  investing  for  National  Provident   Investment   Managers  Ltd. 
Previously,  she  was in  charge  of the  Environmental  Research  Unit of 
Jupiter  Tyndall Merlin Ltd., and was the Director of the Jupiter  Tyndall 
Merlin investment  managers.  Address: 55 Calverley Road, Tunbridge Wells, 
Kent, TN1 2UE, United Kingdom. 
         MOHAMMAD  YUNUS,  Director.  Mr. Yunus is a Managing  Director of 
Grameen Bank in  Bangladesh.  Address:  Grameen  Bank,  Mirpur Two,  Dhaka 
1216, Bangladesh. 
         <F2> RENO J. MARTINI,  Senior Vice President.  Mr. Martini is Senior 
Vice  President  of Calvert  Group,  Ltd.  and Senior Vice  President  and 
Chief Investment Officer of Calvert Asset Management Company, Inc. 
         <F2> ROBERT L. BENNETT,  Vice  President.  Mr. Bennett is a Director 
of  Calvert  Group,  Ltd.  and  its  subsidiaries,  President  of  Calvert 
Shareholder  Services,  Inc.,  and  Executive  Vice  President  of Calvert 
Group,  Ltd. He is an officer of each of the  investment  companies in the 
Calvert Group of Funds. 
         <F2> WILLIAM M. TARTIKOFF,  Esq., Vice President and Secretary.  Mr. 
Tartikoff  is an  officer  of  each  of the  investment  companies  in the 
Calvert  Group of Funds,  and is Senior  Vice  President,  Secretary,  and 
General  Counsel of Calvert  Group,  Ltd.,  and each of its  subsidiaries. 
Mr. Tartikoff is Vice President and Secretary of  Calvert-Sloan  Advisers, 
L.L.C., and is an officer of Acacia National Life Insurance Company. 
         <F2> DANIEL K. HAYES,  Vice  President.  Mr. Hayes is Vice President 
of Calvert  Asset  Management  Company,  Inc. and is an officer of each of 
the other investment companies in the Calvert Group of Funds. 
         <F2> RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer  is 
Senior  Vice  President  and  Controller  of Calvert  Group,  Ltd.  and an 
officer of each of its subsidiaries  and  Calvert-Sloan  Advisers,  L.L.C. 
He is also an officer  of each of the other  investment  companies  in the 
Calvert Group of Funds. 
         <F2> SUSAN WALKER BENDER, Esq.,  Assistant Secretary.  Ms. Bender is 
Associate  General  Counsel of Calvert Group,  Ltd. and an officer of each 
of its  subsidiaries  and  Calvert-Sloan  Advisers,  L.L.C. She is also an 
officer of each of the other  investment  companies  in the Calvert  Group 
of Funds. 
         <F2>  BETH-ANN  ROTH,  Esq.,  Assistant   Secretary.   Ms.  Roth  is 
Associate  General Counsel of Calvert Group,  Ltd., and an officer of each 
of its  subsidiaries  and  Calvert-Sloan  Advisers,  L.L.C. She is also an 
officer of each of the other  investment  companies  in the Calvert  Group 
of Funds. 

         The address of directors and officers,  unless  otherwise  noted, 
is  4550  Montgomery  Avenue,  Bethesda,  Maryland  20814.  Directors  and 
officers  as a group own less than one  percent  of the total  outstanding 
shares of the Fund. 
         During  fiscal 1995,  Directors of the Fund not  affiliated  with 
the Fund's Advisor were paid aggregate fees and expenses of $29,150. 
         Directors  of the Fund not  affiliated  with the  Fund's  Advisor 
may  elect to  defer  receipt  of all or a  percentage  of their  fees and 
invest  them in any  fund in the  Calvert  Family  of  Funds  through  the 
Trustees  Deferred  Compensation  Plan (shown as  "Pension  or  Retirement 
Benefits Accrued as part of Fund Expenses,"  below).  Deferral of the fees 
is designed to  maintain  the parties in the same  position as if the fees 
were  paid on a  current  basis.  Management  believes  this  will  have a 
negligible effect on the Fund's assets,  liabilities,  net assets, and net 
income  per  share,  and  will  ensure  that  there is no  duplication  of 
advisory fees.


<F2>"Interested persons" of the Fund under the Investment Company Act of  
1940. 
 

                       Director Compensation Table 

Fiscal Year 1995              Aggregate        Pension or    Total Compensation
(unaudited numbers)           Compensation     Retirement    from Registrant   
                              from Registrant  Benefits      and Fund Complex 
Name of Director              for service as   Accrued as    paid to 
                              Director         part of       Director<F4>
                                               Registrant 
                                               Expenses<F3> 
 ..............................................................................
John G. Guffey, Jr.           $______          $______        $______ 
Terrence J. Mollner           $______          $______        $______ 
Rustum Roy                    $______          $______        $______ 
D. Wayne Silby                $______          $______        $______ 
Tessa Tennant                 $______          $______        $______ 
Mohammad Yunus                $______          $______        $______ 

<F3> Ms. Tennant has chosen to defer a portion of her compensation. Her  
total deferred compensation, including dividends and capital  
appreciation, was $3,481 as of September 30, 1995. Mr. Yunus has also  
chosen to defer a portion of his compensation. His total deferred  
compensation, including dividends and capital appreciation, was $10,082  
as of September 30, 1995. 
<F4> As of December 31, 1995. The Fund Complex consists of eight (8)  
registered investment companies. 

========================================================================== 
                    INVESTMENT ADVISOR AND SUB-ADVISOR 
========================================================================== 

         The  Fund's  Investment   Advisor  is  Calvert  Asset  Management 
Company,  Inc., 4550 Montgomery Avenue, 1000N,  Bethesda,  Maryland 20814, 
a  subsidiary  of Calvert  Group  Ltd.,  which is a  subsidiary  of Acacia 
Mutual Life Insurance Company of Washington, D.C. ("Acacia Mutual"). 
         The  Advisory  Contract  between  the  Fund and the  Advisor  was 
entered  into on May 21,  1992,  and will  remain in effect  indefinitely, 
provided  continuance  is  approved  at least  annually by the vote of the 
holders  of a  majority  of the  outstanding  shares of the Fund or by the 
Board  of  Directors  of  the  Fund;   and  further   provided  that  such 
continuance  is also  approved  annually  by the vote of a majority of the 
trustees  of the Fund who are not parties to the  Contract  or  interested 
persons  of  parties  to  the  Contract  or  interested  persons  of  such 
parties,  cast in person at a meeting  called for the purpose of voting on 
such approval.  The Contract may be terminated  without  penalty by either 
party upon 60 days' prior written notice;  it automatically  terminates in 
the event of its assignment. 
         Under the Contract,  the Advisor  provides  investment  advice to 
the Fund and  oversees  its  day-to-day  operations,  subject to direction 
and  control by the  Fund's  Board of  Directors.  For its  services,  the 
Advisor  receives an annual fee 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  voluntarily  defer 
its fees or assume  expenses of the Fund. For 1993,  the Advisor  received 
a fee of  $125,080,  waived  $130,613 of its  advisory  fees,  and assumed 
$49,980 of  expenses.  During  fiscal  year 1994,  no fees were waived and 
$4,980 of  expenses  were  reimbursed  for Class C Shares.  For 1995,  the 
Advisor  received a fee of  $1,871,430.  The  Advisor may  recapture  from 
(charge  to) the Fund for such  expenses  incurred  through  December  31, 
1992,  provided that such recapture  would not cause the Fund's  aggregate 
expenses  to  exceed  an  annual  expense  limit of  2.00%,  and that such 
recapture  shall be made to the  Advisor  only  from the  two-year  period 
from  January  1,  1993  through   December  31,  1994.  The  Advisor  may 
voluntarily  agree to further  defer its fees or assume Fund expenses from 
January    1,   1993    through    December    31,    1994    ("Additional 
Deferral/Assumption  Period").  If so,  the  Advisor  may  recapture  from 
(charge  to)  the  Fund  for  any  such  expenses   incurred   during  the 
Additional   Deferral/Assumption  Period,  provided  that  such  recapture 
would  not  cause  the  Fund's  aggregate  expenses  to  exceed  an annual 
expense  limit of  2.00%,  and that  such  recapture  shall be made to the 
Advisor  only from the  two-year  period  from  January  1,  1995  through 
December 31, 1996.  Each year's  current  advisory fees  (incurred in that 
year)  will be  paid in full  before  any  recapture  for a prior  year is 
applied.  Recapture  then will be applied  beginning  with the most recent 
year  first.  As of  September  30,  1993,  the  total  amount of fees and 
expenses  subject to recapture is  $193,263.  For the 1994 fiscal  period, 
the  Advisor  recaptured  $45,532  of fees it had  deferred  in 1992  from 
Class A Shares. No fees were recaptured during 1995. 
         The Fund's  Sub-Advisor is Murray Johnstone  International,  Ltd. 
("Sub-Advisor"   or  "Murray   Johnstone").   Pursuant  to  an  Investment 
Sub-Advisory  Agreement  with  the  Advisor,  the  Sub-Advisor  determines 
investment  selections  for the Fund.  For its services,  the  Sub-Advisor 
receives  an annual fee from the  Advisor  of 0.45% of the Fund's  average 
daily net assets under  management by the  Sub-Advisor up to $250 million, 
0.425%  on the next  $250  million,  and 0.40% on assets in excess of $500 
million. 
         Through 85 years  experience  in  investment  management,  Murray 
Johnstone  has  developed a wealth of expertise in  international  markets 
and has grown into one of the largest  independent  investment  manager in 
Scotland.  Founded in 1907 and headquartered in Glasgow,  Murray Johnstone 
has evolved  into a  diversified  group with  offices on three  continents 
and over $6  billion  under  management.  In 1989,  responding  to growing 
investment  opportunities,  Murray  Johnstone  International  Limited  was 
registered  as an  investment  advisor with the United  States  Securities 
and  Exchange   Commission.   They  have  U.S.   offices  in  Chicago  and 
Minneapolis. 
         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 from the Fund of 
0.10% of the Fund's  average daily net assets,  with a minimum  annual fee 
of $40,000.  For fiscal year 1993, 1994, and 1995, CASC received  $69,908, 
$110,078, and $187,143, respectively, in administrative fees. 
         The Advisor  provides the Fund with  investment  supervision  and 
management,  administrative  services,  office space,  furnishes executive 
and  other  personnel  to the  Fund,  and may  pay  Fund  advertising  and 
promotional  expenses.  The  Advisor  reserves  the  right  to  compensate 
broker-dealers  in  consideration of their  promotional or  administrative 
services.  The Fund pays all other  administrative and operating expenses, 
including:  custodial,  registrar, dividend disbursing and transfer agency 
fees; federal and state securities  registration fees; salaries,  fees and 
expenses of directors,  executive  officers and employees of the Fund, who 
are not  ''affiliated  persons" of the Advisor or the  Sub-Advisor  within 
the meaning of the  Investment  Company Act of 1940;  insurance  premiums; 
trade  association dues; legal and audit fees;  interest,  taxes and other 
business  fees;  expenses  of  printing  and  mailing  reports,   notices, 
prospectuses,  and proxy material to  shareholders;  annual  shareholders' 
meeting  expenses;  and brokerage  commissions and other costs  associated 
with the  purchase  and sale of  portfolio  securities.  The  Advisor  has 
agreed  to  reimburse  the Fund  for all  expenses  (excluding  brokerage, 
taxes,  interest,  and all or a portion of distribution  and certain other 
expenses,  to the extent  allowed by state or federal  law or  regulation, 
such  as  California  Rule  260.140.84)  exceeding  the  most  restrictive 
expense  limitation  in those states where the Fund's shares are qualified 
for sale  (currently  2.5% of the Fund's  first $30 million of average net 
assets,  2% of the next $70  million,  and 1.5% of the  excess  over  $100 
million). 

========================================================================== 
                          METHOD OF DISTRIBUTION 
========================================================================== 

         The  Fund   has   entered   into  an   agreement   with   Calvert 
Distributors,  Inc.  ("CDI") whereby CDI, acting as principal  underwriter 
for the Fund,  makes a continuous  offering of the Fund's  securities on a 
"best efforts"  basis.  Under the terms of the agreement,  CDI is entitled 
to  receive   reimbursement  of  distribution  expenses  pursuant  to  the 
Distribution  Plan.  For fiscal years 1993,  1994,  and 1995, CDI received 
distribution fees of $0, $241,563, and $454,763,  respectively,  under the 
Class A Distribution  Plan. Of the Class A  distribution  expenses paid in 
fiscal  1995,  $392,243  was used to  compensate  dealers  for their share 
distribution  promotional  services,  and the  remainder  was used for the 
printing  and mailing of  prospectuses  and sales  materials  to investors 
(other than current  shareholders).  CDI also  receives the portion of the 
sales  charge in excess of the dealer  reallowance.  For 1993,  1994,  and 
1995,  CDI  received  net  sales  charges  of  $176,121,   $526,194,   and 
$163,702, respectively. 
         Pursuant  to Rule  12b-1  under  the  Investment  Company  Act of 
1940,  the  Fund  has  adopted  Distribution  Plans  (the  "Plans")  which 
permits   the  Fund  to  pay   certain   expenses   associated   with  the 
distribution  of its shares.  Such  expenses may not exceed,  on an annual 
basis,  0.35% of the Fund's  Class A average  daily net  assets.  Expenses 
under the Fund's Class C Plan may not exceed,  on an annual  basis,  1.00% 
of the  average  daily  net  assets  of  Class  C.  For  the  period  from 
inception  (March 1, 1994) to  September  30, 1994,  Class C  Distribution 
Plan expenses  totaled  $9,889.  In 1995,  Class C  Distribution  expenses 
were  $52,378.  Fiscal year 1995 Class C  Distribution  Plan expenses were 
used  entirely  to  compensate   dealers   distributing   shares,  and  to 
compensate the underwriter. 
         The  Fund's  Distribution  Plans  were  approved  by the Board of 
Directors,  including the Directors  who are not  "interested  persons" of 
the Fund (as that term is defined in the  Investment  Company Act of 1940) 
and who have no direct or indirect  financial  interest  in the  operation 
of the Plans or in any  agreements  related  to the Plans.  The  selection 
and  nomination  of the Directors  who are not  interested  persons of the 
Fund is committed to the discretion of such  disinterested  Directors.  In 
establishing   the  Plans,  the  Directors   considered   various  factors 
including  the  amount  of  the  distribution   expenses.   The  Directors 
determined  that  there is a  reasonable  likelihood  that the Plans  will 
benefit the Fund and its shareholders. 
         The  Plans  may  be  terminated  by  vote  of a  majority  of the 
non-interested   Directors  who  have  no  direct  or  indirect  financial 
interest  in the  Plans,  or by  vote  of a  majority  of the  outstanding 
shares  of the  Fund.  Any  change  in the  Plans  that  would  materially 
increase  the  distribution  cost to the  Fund  requires  approval  of the 
shareholders  of the affected class;  otherwise,  the Plans may be amended 
by the  Directors,  including a majority of the  non-interested  Directors 
as  described  above.  The Plans will  continue  in effect for  successive 
one-year terms provided that such  continuance  is  specifically  approved 
by (i) the vote of a  majority  of the  Directors  who are not  parties to 
the Plans or  interested  persons of any such party and who have no direct 
or  indirect  financial  interest  in the  Plans,  and  (ii) the vote of a 
majority of the entire Board of Directors. 
      Apart from the Plans,  the Advisor  and CDI,  at their own  expense, 
may incur  costs and pay  expenses  associated  with the  distribution  of 
shares of the Fund. 

========================================================================== 
                 TRANSFER AND SHAREHOLDER SERVICING AGENT 
========================================================================== 

         Calvert  Shareholder  Services,  Inc.,  a  subsidiary  of Calvert 
Group,  Ltd., and Acacia  Mutual,  has been retained by the Fund to act as 
transfer  agent,  dividend  disbursing  agent  and  shareholder  servicing 
agent.   These   responsibilities   include:   responding  to  shareholder 
inquiries  and  instructions  concerning  their  accounts;  crediting  and 
debiting  shareholder  accounts  for  purchases  and  redemptions  of Fund 
shares and  confirming  such  transactions;  daily updating of shareholder 
accounts to reflect  declaration  and payment of dividends;  and preparing 
and distributing  semi-annual  statements to shareholders  regarding their 
accounts.  For its fiscal years ended September 30, 1993,  1994, and 1995, 
the  Fund  paid  Calvert  Shareholder  Services,  Inc.  fees  of  $74,523, 
$284,177, and $432,466, respectively. 

========================================================================== 
                          PORTFOLIO TRANSACTIONS 
========================================================================== 

         Fund   transactions   are   undertaken  on  the  basis  of  their 
desirability from an investment  standpoint.  Investment decisions and the 
choice  of  brokers  and  dealers  are  made  by the  Fund's  Advisor  and 
Sub-Advisor  under the  direction and  supervision  of the Fund's Board of 
Directors. 
         Broker-dealers  who execute  portfolio  transactions on behalf of 
the Fund are selected on the basis of their  professional  capability  and 
the  value  and  quality  of their  services.  The Fund may pay  brokerage 
commissions  to  broker-dealers  who  provide  the Fund with  statistical, 
research,  or other  information  and services.  Although any  statistical 
research   or   other   information   and   services   provided   by  such 
broker-dealers  may be  useful to the  Advisor  and the  Sub-Advisor,  the 
dollar   value   of   such   information   and   services   is   generally 
indeterminable,  and  its  availability  or  receipt  does  not  serve  to 
materially   reduce  the  Advisor's  or   Sub-Advisor's   normal  research 
activities  or expenses.  During  fiscal years 1993,  1994,  and 1995,  no 
commissions  were paid to any officer or  director of the Fund,  or to any 
of their affiliates. 
         The  Advisor  and   Sub-Advisor   may  also   execute   portfolio 
transactions  with or through  broker-dealers  who have sold shares of the 
Fund.  However,  such  sales  will not be a  qualifying  or  disqualifying 
factor  in a  broker-dealer's  selection  nor  will the  selection  of any 
broker-dealer be based on the volume of Fund shares sold.  
      Depending  upon market  conditions,  portfolio  turnover,  generally 
defined  as  the  lesser  of  annual   sales  or  purchases  of  portfolio 
securities  divided by the average  monthly value of the Fund's  portfolio 
securities  (excluding  from both the  numerator and the  denominator  all 
securities  whose  maturities  or  expiration  dates  as of  the  date  of 
acquisition  are one year or less),  expressed as a  percentage,  is under 
normal  circumstances  expected to be approximately 85%. For the 1993, and 
1994, and 1995 fiscal  periods,  the portfolio  turnover rates of the Fund 
were 35%, 78%, and 73% respectively. 

========================================================================== 
                  INDEPENDENT ACCOUNTANTS AND CUSTODIANS 
========================================================================== 

         Coopers  &  Lybrand,  L.L.P.  has been  selected  by the Board of 
Directors to serve as  independent  auditors  for fiscal year 1996.  State 
Street  Bank & Trust  Company,  N.A.,  225  Franklin  Street,  Boston,  MA 
02110,  serves as  custodian  of the Fund's  investments.  First  National 
Bank of Maryland,  25 South  Charles  Street,  Baltimore,  Maryland  21203 
also  serves as  custodian  of  certain  of the Fund's  cash  assets.  The 
custodians  have no part in  deciding  the Fund's  investment  policies or 
the choice of  securities  that are to be purchased or sold for the Fund's 
Fund. 

========================================================================== 
                           GENERAL INFORMATION 
========================================================================== 

         The Fund was  organized  as a Maryland  Corporation  on  February 
14,  1992.   The  other  series  of  the  Fund  is  the  Calvert   Capital 
Accumulation Fund. 
         Each share represents an equal  proportionate  interest with each 
other share and is entitled to such  dividends  and  distributions  out of 
the income  belonging  to such class as  declared  by the Board.  The Fund 
offers two  separate  classes  of shares:  Class A and Class C. Each class 
represents  interests  in  the  same  portfolio  of  investments  but,  as 
further  described in the  prospectus,  each class is subject to differing 
sales charges and  expenses,  which  differences  will result in differing 
net asset  values and  distributions.  Upon any  liquidation  of the Fund, 
shareholders  of each  class  are  entitled  to share  pro rata in the net 
assets belonging to that series available for distribution. 
         The Fund will send its  shareholders  confirmations  of  purchase 
and redemption  transactions,  as well as periodic transaction  statements 
and unaudited  semi-annual and audited annual financial  statements of the 
Fund's  investment   securities,   assets  and  liabilities,   income  and 
expenses, and changes in net assets. 
         The Prospectus  and this  Statement of Additional  Information do 
not  contain all the  information  in the Fund's  registration  statement. 
The  registration  statement is on file with the  Securities  and Exchange 
Commission and is available to the public. 

========================================================================== 
                           FINANCIAL STATEMENTS 
========================================================================== 

         The  audited  financial  statements  in the  Fund's  1995  Annual 
Report to Shareholders,  are expressly  incorporated by reference and made 
a part of this Statement of Additional  Information.  A copy of the Annual 
Report may be obtained free of charge by writing or calling the Fund. 

========================================================================== 
                                 APPENDIX 
========================================================================== 

CORPORATE BOND AND COMMERCIAL PAPER RATINGS 

Corporate Bonds: 
Description of Moody's  Investors  Service  Inc.'s/Standard  & Poor's bond 
ratings: 
         Aaa/AAA:  Best quality.  These bonds carry the smallest degree of 
investment  risk and are  generally  referred to as "gilt edge."  Interest 
payments are  protected by a large or by an  exceptionally  stable  margin 
and  principal  is secure.  This  rating  indicates  an  extremely  strong 
capacity to pay principal and interest. 
         Aa/AA:   Bonds  rated  AA  also  qualify  as  high-quality   debt 
obligations.  Capacity to pay principal  and interest is very strong,  and 
in the  majority  of  instances  they differ from AAA issues only in small 
degree.  They are rated  lower  than the best  bonds  because  margins  of 
protection  may  not be as  large  as in Aaa  securities,  fluctuation  of 
protective  elements  may be of greater  amplitude,  or there may be other 
elements  present which make long-term  risks appear  somewhat larger than 
in Aaa securities. 
         A/A:  Upper-medium grade obligations.  Factors giving security to 
principal  and  interest  are  considered  adequate,  but  elements may be 
present  which make the bond  somewhat  more  susceptible  to the  adverse 
effects of circumstances and economic conditions. 
         Baa/BBB:  Medium  grade  obligations;  adequate  capacity  to pay 
principal  and   interest.   Whereas  they   normally   exhibit   adequate 
protection   parameters,   adverse   economic   conditions   or   changing 
circumstances  are  more  likely  to lead to a  weakened  capacity  to pay 
principal  and interest for bonds in this  category  than for bonds in the 
A category. 
         Ba/BB,  B/B,  Caa/CCC,  Ca/CC:  Debt rated in these categories is 
regarded  as  predominantly  speculative  with  respect to capacity to pay 
interest and repay principal.  There may be some large  uncertainties  and 
major  risk  exposure  to  adverse  conditions.  The  higher the degree of 
speculation, the lower the rating. 
         C/C: This rating is only for no-interest income bonds. 
         D: Debt in default;  payment of interest  and/or  principal is in 
arrears. 

Commercial Paper: 
         MOODY'S INVESTORS SERVICE, INC.: 
         The  Prime  rating  is  the  highest   commercial   paper  rating 
assigned  by  Moody's.   Among  the  factors   considered  by  Moody's  in 
assigning  ratings are the following:  (1) evaluation of the management of 
the  issuer;   (2)  economic   evaluation  of  the  issuer's  industry  or 
industries  and  an  appraisal  of  speculative-type  risks  which  may be 
inherent in certain  areas;  (3)  evaluation  of the issuer's  products in 
relation to  competition  and  customer  acceptance;  (4)  liquidity;  (5) 
amount  and  quality  of  long-term  debt;  (6) trend of  earnings  over a 
period of ten years;  (7) financial  strength of a parent  company and the 
relationships  which  exist  with  the  issuer;  and  (8)  recognition  by 
management  of  obligations  which may be present or may arise as a result 
of public interest  questions and  preparations to meet such  obligations. 
Issuers  within  this  Prime  category  may be given  ratings  1, 2, or 3, 
depending on the relative strengths of these factors. 

         STANDARD & POOR'S CORPORATION: 
         Commercial  paper rated A by Standard & Poor's has the  following 
characteristics:   (i)   liquidity   ratios  are  adequate  to  meet  cash 
requirements;  (ii)  long-term  senior debt rating  should be A or better, 
although  in some  cases  BBB  credits  may be  allowed  if other  factors 
outweigh  the BBB;  (iii) the issuer  should  have  access to at least two 
additional  channels  of  borrowing;  (iv)  basic  earnings  and cash flow 
should   have  an  upward   trend  with   allowances   made  for   unusual 
circumstances;  and (v)  typically  the issuer's  industry  should be well 
established  and the  issuer  should  have a strong  position  within  its 
industry  and  the  reliability  and  quality  of  management   should  be 
unquestioned.  Issuers  rated A are further  referred to by use of numbers 
1,  2  and  3  to  denote  the  relative   strength  within  this  highest 
classification. 


                             LETTER OF INTENT 

                                                
                                                          Date              

Calvert Distributors, Inc. 
4550 Montgomery Avenue 
Bethesda, MD 20814 

Ladies and Gentlemen: 

         By signing this Letter of Intent, or affirmatively marking the  
Letter of Intent option on my Fund Account Application Form, I agree to  
be bound by the terms and conditions applicable to Letters of Intent  
appearing in the Prospectus and the Statement of Additional Information  
for the Fund and the provisions described below as they may be amended  
from time to time by the Fund. Such amendments will apply automatically  
to existing Letters of Intent. 

         I intend to invest in the shares of:     (Fund or Portfolio name*)
during the thirteen (13) month period from the date  
of my first purchase pursuant to this Letter (which cannot be more than  
ninety (90) days prior to the date of this Letter or my Fund Account  
Application Form, whichever is applicable), an aggregate amount  
(excluding any reinvestments of distributions) of at least fifty  
thousand dollars ($50,000) which, together with my current holdings of  
the Fund (at public offering price on date of this Letter or my Fund  
Account Application Form, whichever is applicable), will equal or exceed  
the amount checked below: 

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

         Subject to the conditions specified below, including the terms  
of escrow, to which I hereby agree, each purchase occurring after the  
date of this Letter will be made at the public offering price applicable  
to a single transaction of the dollar amount specified above, as  
described in the Fund's prospectus. No portion of the sales charge  
imposed on purchases made prior to the date of this Letter will be  
refunded. 

         I am making no commitment to purchase shares, but if my  
purchases within thirteen months from the date of my first purchase do  
not aggregate the minimum amount specified above, I will pay the  
increased amount of sales charges prescribed in the terms of escrow  
described below. I understand that 4.75% of the minimum dollar amount  
specified above will be held in escrow in the form of shares (computed  
to the nearest full share). These shares will be held subject to the  
terms of escrow described below. 

         From the initial purchase (or subsequent purchases if  
necessary), 4.75% of the dollar amount specified in this Letter shall be  
held in escrow in shares of the Fund by the Fund's transfer agent. For  
example, if the minimum amount specified under the Letter is $50,000,  
the escrow shall be shares valued in the amount of $2,375 (computed at  
the public offering price adjusted for a $50,000 purchase). All  
dividends and any capital gains distribution on the escrowed shares will  
be credited to my account. 

         If the total minimum investment specified under the Letter is  
completed within a thirteen month period, escrowed shares will be  
promptly released to me. However, shares disposed of prior to completion  
of the purchase requirement under the Letter will be deducted from the  
amount required to complete the investment commitment. 

         Upon expiration of this Letter, the total purchases pursuant to  
the Letter are less than the amount specified in the Letter as the  
intended aggregate purchases, Calvert Distributors, Inc. ("CDI") will  
bill me for an amount equal to the difference between the lower load I  
paid and the dollar amount of sales charges which I would have paid if  
the total amount purchased had been made at a single time. If not paid  
by the investor within 20 days, CDI will debit the difference from my  
account. Full shares, if any, remaining in escrow after the  
aforementioned adjustment will be released and, upon request, remitted  
to me. 

         I irrevocably constitute and appoint CDI as my  
attorney-in-fact, with full power of substitution, to surrender for  
redemption any or all escrowed shares on the books of the Fund. This  
power of attorney is coupled with an interest. 

         The commission allowed by Calvert Distributors, Inc. to the  
broker-dealer named herein shall be at the rate applicable to the  
minimum amount of my specified intended purchases. 

         The Letter may be revised upward by me at any time during the  
thirteen-month period, and such a revision will be treated as a new  
Letter, except that the thirteen-month period during which the purchase  
must be made will remain unchanged and there will be no retroactive  
reduction of the sales charges paid on prior purchases. 

         In determining the total amount of purchases made hereunder,  
shares disposed of prior to termination of this Letter will be deducted.  
My broker-dealer shall refer to this Letter of Intent in placing any  
future purchase orders for me while this Letter is in effect. 


                                                                                
Dealer                                     Name of Investor(s) 


By                                                                              
     Authorized Signer                     Address 


                                                                               
Date                                       Signature  of Investor(s) 


                                                                               
Date                                       Signature  of Investor(s) 



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

                                                                        


<PAGE>
                                                                        Part C


                        PART C. OTHER INFORMATION 

Item 24.  Financial Statements and Exhibits 

         (a)      Financial statements 

                  Financial statements incorporated by reference  
                  to: 

                  All financial statements for Calvert World Values Fund,  
                  Inc., Global Equity Fund series are incorporated by  
                  reference to Registrant's Annual Report to Shareholders  
                  dated September 30, 1995, and filed December 12 , 1995. 

         (b)      Exhibits: 

                  1.       Articles of Incorporation (incorporated by  
                           reference to Registrant's Initial Registration  
                           Statement, February 18, 1992). 

                  2.       By-Laws, (incorporated by reference to  
                           Registrant's Pre-Effective Amendment No. 1,  
                           May 21, 1992). 

                  4.       Specimen Stock Certificate, (Draft  
                           incorporated by reference to Registrant's  
                           Pre-Effective Amendment No. 2, May 27, 1992). 

                  5.a.     Investment Advisory Contract, (incorporated by  
                           reference to Registrant's Pre-Effective  
                           Amendment No. 1, May 21, 1992). 

                  5.b.     Sub-advisory Contract, (incorporated by  
                           reference to Registrant's Pre-Effective  
                           Amendment No. 1, May 21, 1992). 

                  6.       Underwriting Agreement, (incorporated by  
                           reference to Registrant's Post-Effective  
                           Amendment No. 4, January 31, 1995). 

                  7.       Directors' Deferred Compensation Agreement,  
                           (incorporated by reference to Registrant's  
                           Post-Effective Amendment No. 4, January 31,  
                           1995). 

                  8.       Custodial Contract, (Draft incorporated by  
                           reference to Registrant's Pre-Effective  
                           Amendment No. 2, May 27, 1992). 

                  9.a.     Transfer Agency Contract, (incorporated by  
                           reference to Registrant's Pre-Effective  
                           Amendment No. 1, May 21, 1992). 

                  9.b.     Administrative Services Agreement,  
                           (incorporated by reference to Registrant's  
                           Pre-Effective Amendment No. 1, May 21, 1992). 

                  10.      Opinion and Consent of Counsel as to Legality  
                           of Shares Being Registered. 

                  11.      Consent of Independent Accountants to Use of Report. 

                  14.      Model Retirement Plans, (incorporated by  
                           reference to Registrant's Pre-Effective  
                           Amendment No. 2, May 27, 1992). 

                  15.      Plan of Distribution, (for Class A shares,  
                           incorporated by reference to Registrant's  
                           Pre-Effective Amendment No. 1, May 21, 1992).  
                           (For Class B and C shares, incorporated by  
                           reference to Registrant's Post-Effective  
                           Amendment No. 4, January 31, 1995). 

                  16.      Schedule for Computation of Performance  
                           Quotation,.(incorporated by reference to  
                           Registrant's Post-Effective Amendment No. 4,  
                           January 31, 1995). 

                  17.      Multiple-class Plan pursuant to Investment  
                           Company Act of 1940 Rule 18f-3, filed herewith. 

         Exhibits 3, 12, and 13 are omitted because they are  
         inapplicable. 


Item 25.  Persons Controlled By or Under Common Control With Registrant 

         Registrant is controlled by its Board of Directors.  Some  
members of Registrant's Board also serve on the Board of  
Trustees/Directors for Calvert Social Investment Fund, Calvert New World  
Fund, Inc., or Acacia Capital Corporation, and/or a common Board with  
five registered investment companies, First Variable Rate Fund for  
Government Income, Calvert Tax-Free Reserves, Calvert Cash Reserves  
(doing business as Money Management Plus), The Calvert Fund, and Calvert  
Municipal Fund, Inc. 


Item 26.  Number of Holders of Securities 

         As of November 30, 1995, there were 20,050 holders of record of  
Registrant's Class A shares of common stock for the Calvert World Values  
Global Equity Fund series. 

         As of November 30, 1995, there were 929 holders of record of  
Registrant's Class C shares of common stock for the Calvert World Values  
Global Equity Fund series. 

         As of November 30, 1995, there were 1,852 holders of record of  
Registrant's Class C shares of common stock for the Calvert World Values  
Capital Accumulation Fund series. 

         As of November 30, 1995, there were 286 holders of record of  
Registrant's Class C shares of common stock for the Calvert World Values  
Capital Accumulation Fund series. 

Item 27.  Indemnification 

         Registrant's ByLaws provide, in summary, that officers,  
directors, employees, and agents shall be indemnified by Registrant  
against liabilities and expenses incurred by such persons in connection  
with actions, suits, or proceedings arising out of their offices or  
duties of employment, except that no indemnification can be made to such  
a person if he has been adjudged liable of willful misfeasance, bad  
faith, gross negligence, or reckless disregard of his duties.  In the  
absence of such an adjudication, the determination of eligibility for  
indemnification shall be made by independent counsel in a written  
opinion or by the vote of a majority of a quorum of directors who are  
neither "interested persons" of Registrant, as that term is defined in  
Section 2(a)(19) of the Investment Company Act of 1940, nor parties to  
the proceeding. 

         Registrant may purchase and maintain liability insurance on  
behalf of any officer, director, employee or agent against any  
liabilities arising from such status.  In this regard, Registrant  
maintains a Directors & Officers (Partners) Liability Insurance Policy  
with Chubb Group of Insurance Companies, 15 Mountain View Road, Warren,  
New Jersey  07061, providing Registrant with $5 million in directors and  
officers errors and omissions liability coverage, plus $3 million in  
excess directors and officers liability coverage for the independent  
directors only. Registrant also maintains an $8 million Investment  
Company Blanket Bond (fidelity coverage) issued by ICI Mutual Insurance  
Company, P.O. Box 730, Burlington, Vermont  05402. 



Item 28. Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


Clifton S. Sorrell, Jr.             Calvert Asset Management  Officer 
                                      Company, Inc.             and 
                                    Investment Advisor        Director 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ---------------- 
                                    Calvert Group, Ltd.       Officer 
                                    Holding Company             and 
                                    4550 Montgomery Avenue    Director 
                                    Bethesda, MD  20814 
                                    ---------------- 
                                    Calvert Shareholder       Officer 
                                      Services, Inc.            and 
                                    Transfer Agent            Director 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    --------------- 
                                    Calvert Administrative    Officer 
                                      Services Company          and 
                                    4550 Montgomery Avenue    Director 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Distributors, Inc.Director 
                                    Broker-Dealer 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    First Variable Rate Fund 
                                      for Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Calvert Social Investment   and
                                      Fund                    Trustee    
                                    Money Management Plus      
                                    The Calvert Fund 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    --------------- 
                                    Acacia Capital 
                                      Corporation             Officer 
                                    Calvert Municipal Fund,     and  
                                      Inc.                    Director
                                    Calvert World 
                                      Values Fund, Inc.          

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    --------------- 
                                    Calvert New World         Director 
                                      Fund, Inc.  
                                    Investment Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    ---------------- 
                                    Calvert-Sloan Advisers, 
                                      L.L.C.                  Director 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 


Item 28. Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


Ronald M.                           First Variable Rate Fund   
Wolfsheimer                           for Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus 
                                    Calvert Social Investment Fund  
                                    The Calvert Fund 
                                    Acacia Capital Corporation 
                                    Calvert Municipal Fund, Inc. 
                                    Calvert World Values Fund, Inc. 
                                    Calvert New World Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    -------------- 
                                    Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Group, Ltd.       Officer 
                                    Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Shareholder       Officer 
                                      Services, Inc. 
                                    Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Administrative    Officer 
                                      Services Company          and 
                                    Service Company           Director 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Distributors,
                                      Inc.                    Officer 
                                    Broker-Dealer               and 
                                    4550 Montgomery Avenue    Director 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert-Sloan Advisers,   Officer 
                                    L.L.C. Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    ---------------- 


Item 28. 
Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



David R. Rochat                     First Variable Rate  
                                    Fund for Government Income
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus       and 
                                    The Calvert Fund          Trustee 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Municipal Fund,  Officer 
                                    Inc. Investment Company    and   
                                    4550 Montgomery          Director 
                                    Avenue Bethesda, 
                                    Maryland 20814 
                                    --------------- 
                                    Calvert Asset Management  Officer 
                                    Company, Inc.               and 
                                    Investment Advisor        Director 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Chelsea Securities, Inc.  Officer 
                                    Securities Firm             and 
                                    Post Office Box 93        Director 
                                    Chelsea, Vermont  05038 
                                    --------------- 
                                    Grady, Berwald & Co.      Officer 
                                    Holding Company             and 
                                    43A South Finley Avenue   Director 
                                    Basking Ridge, NJ  07920 
                                    --------------- 

Reno J. Martini                     Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Group, Ltd.       Officer 
                                    Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert Distributors, Inc.Director 
                                    Broker-Dealer               and 
                                    4550 Montgomery Avenue    Officer 
                                    Bethesda, Maryland 20814 
                                    --------------- 
                                    Calvert-Sloan Advisers,   Director 
                                      L.L.C. Investment Advisor and  
                                   4550 Montgomery            Officer 
                                    Avenue Bethesda, 
                                    Maryland 20814 
                                    ---------------- 



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address Capacity 


Reno J. Martini                     First Variable Rate Fund
                                      for Government Income 
                                    (continued)   Calvert 
                                    Tax-Free Reserves        Officer 
                                    Money Management Plus 
                                    Calvert Social 
                                      Investment Fund   
                                    The Calvert Fund 
                                    Acacia Capital 
                                      Corporation, Calvert 
                                      Municipal Fund, Inc. 
                                    Calvert World Values 
                                    Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    --------------- 

Charles T. Nason                    Acacia Mutual Life 
                                      Insurance             Officer 
                                    Acacia National Life      and
                                      Insurance             Director 
                                    Insurance Companies 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Acacia Financial 
                                      Corporation           Officer 
                                    Holding Company           and 
                                    51 Louisiana Avenue, NW Director 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Acacia Federal Savings 
                                      Bank                  Director 
                                    Savings Bank 
                                    7600-B Leesburg Pike 
                                    Falls Church, Virginia 22043 
                                    ------------------ 
                                    Enterprise Resources, Inc. 
                                    Business Support        Officer 
                                      Services                and 
                                    51 Louisiana Avenue, NW Director 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Acacia Insurance  
                                    Management Services 
                                    Corporation             Officer 
                                    Service Corporation  
                                    and 51 Louisiana  
                                    Director Avenue, N.W. 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Calvert Group, Ltd.     Director 
                                    Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 
                                    Calvert Administrative  Director 
                                      Services Co. 
                                    Service Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 

Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



Charles T. Nason                    Calvert Asset Management 
  (continued)                         Co., Inc.               Director 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 
                                    Calvert Shareholder 
                                      Services, Inc.          Director 
                                    Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 
                                    The Advisors Group, Inc.  Director 
                                    Broker-Dealer and 
                                      Investment Advisor 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C. 20001 
                                    ------------------ 
                                    Calvert Social Investment 
                                      Fund                    Trustee 
                                    Investment Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    ----------------- 



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


Robert-John H.                      Acacia National Life 
Sands                                 Insurance               Officer 
                                    Insurance Company           and 
                                    51 Louisiana Avenue, NW   Director 
                                    Washington, D.C.  20001 
                                    ------------------- 
                                    Acacia Mutual Life 
                                      Insurance               Officer 
                                    Insurance Company 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C.  20001 
                                    ------------------- 
                                    Acacia Financial 
                                      Corporation             Officer 
                                    Holding Company             and 
                                    51 Louisiana Avenue, NW   Director 
                                    Washington, D.C.  20001 
                                    ------------------- 
                                    Acacia Federal Savings 
                                      Bank                    Officer 
                                    Savings Bank 
                                    7600-B Leesburg Pike 
                                    Falls Church, Virginia 22043 
                                    ------------------ 
                                    Enterprise Resources, Inc.Director 
                                    Business Support Services 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Acacia Realty Corporation Officer 
                                    Real Estate Investments 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C.  20001 
                                    ------------------ 
                                    Acacia Insurance Management 
                                      Services Corporation    Officer 
                                    Service Corporation         and 
                                    51 Louisiana Avenue, N.W. Director 
                                    Washington, D.C.  20001 
                                    --------------- 
                                    Calvert Group, Ltd.       Director 
                                    Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 
                                    Calvert Administrative    Director 
                                      Services, Co. 
                                    Service Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 
                                    Calvert Asset Management 
                                      Co., Inc.               Director 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, MD  20814 
                                    ------------------ 

Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 

Robert-John H.                      Calvert Shareholder 
 Sands                                Services, Inc.          Director 
 (continued)                        Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    The Advisors Group, Inc.  Director 
                                    Broker-Dealer and 
                                      Investment Advisor 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C. 20001 
                                    ------------------ 

William M. Tartikoff                First Variable Rate Fund for  
                                      Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus 
                                    Calvert Social Investment Fund 
                                    The Calvert Fund 
                                    Acacia Capital Corporation 
                                    Calvert Municipal Fund, Inc. 
                                    Calvert World Values Fund, Inc. 
                                    Calvert New World Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Group, Ltd.       Officer 
                                    Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Administrative    Officer 
                                      Services Company 
                                    Service Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Shareholder       Officer 
                                      Services, Inc. 
                                    Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Distributors, Inc.Officer 
                                    Broker-Dealer               and 
                                    4550 Montgomery Avenue    Director 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Acacia National Life 
                                      Insurance Company       Officer 
                                    Insurance Company 
                                    51 Louisiana Avenue, NW 
                                    Washington, D.C. 20001 
                                    ------------------- 



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



Susan Walker                        Calvert Group, Ltd.       Officer 
  Bender                              Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Administrative    Officer 
                                      Services Company 
                                    Service Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Shareholder       Officer 
                                      Services, Inc. 
                                    Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Distributors,     Officer 
                                    Inc. Broker-Dealer 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    First Variable Rate Fund for  
                                      Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus 
                                    Calvert Social Investment Fund 
                                    The Calvert Fund 
                                    Acacia Capital Corporation 
                                    Calvert Municipal Fund, Inc. 
                                    Calvert World Values Fund, Inc. 
                                    Calvert New World Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert-Sloan Advisers, 
                                      L.L.C.                    Officer 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    ---------------- 



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



Beth-ann Roth                       Calvert Group, Ltd.       Officer 
                                      Holding Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Administrative    Officer 
                                      Services Company 
                                    Service Company 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Shareholder       Officer 
                                      Services, Inc. 
                                    Transfer Agent 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    Calvert Distributors, Inc.Officer 
                                    Broker-Dealer 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------- 
                                    First Variable Rate Fund for  
                                      Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus 
                                    Calvert Social Investment Fund 
                                    The Calvert Fund 
                                    Acacia Capital Corporation 
                                    Calvert Municipal Fund, Inc. 
                                    Calvert World Values Fund, Inc. 
                                    Calvert New World Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    Calvert-Sloan Advisers, 
                                      L.L.C.                   Officer 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland 20814 
                                    ---------------- 



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


Daniel K. Hayes                    Calvert Asset Management   Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 
                                    First Variable Rate Fund 
                                      for Government Income 
                                    Calvert Tax-Free Reserves Officer 
                                    Money Management Plus 
                                    Calvert Social Investment Fund 
                                    The Calvert Fund 
                                    Acacia Capital Corporation 
                                    Calvert Municipal Fund, Inc. 
                                    Calvert World Values Fund, Inc. 

                                    Investment Companies 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 

Steve Van Order                     Calvert Asset Management  Officer 
                                      Company, Inc. 
                                    Investment Advisor 
                                    4550 Montgomery Avenue 
                                    Bethesda, Maryland  20814 
                                    ------------------ 



Item 29.  Principal Underwriters 

         (a)    Registrant's principal underwriter also underwrites First  
Variable Rate Fund for Government Income, Calvert Tax-Free Reserves,  
Calvert Social Investment Fund, Calvert Cash Reserves (d/b/a Money  
Management Plus), The Calvert Fund, and Calvert Municipal Fund, Inc.,  
Calvert New World Fund, Inc., and Acacia Capital Corporation. 

         (b)    Positions of Underwriter's Officers and Directors 

Name and Principal           Position(s) with             Position(s) with 
Business Address             Underwriter                  Registrant 

Clifton S. Sorrell, Jr.      Director                     President 
                                                          and Director 

Ronald M. Wolfsheimer        Director, Senior Vice        Treasurer 
                             President and Controller 

William M. Tartikoff         Director, Senior Vice        Vice President 
                             President and Secretary      and Secretary 

Steven J. Schueth            President                    None 

Karen Becker                 Vice President, Operations   None 

John Poleondakis             Regional Vice President      None 

Lee Mahfouz                  Regional Vice President      None 

Geoff Ashton                 Regional Vice President      None 

Debra Vick                   Regional Vice President      None 

Susan Walker Bender          Assistant Secretary          Assistant Secretary 

Beth-ann Roth                Assistant Secretary          Assistant Secretary 

Katherine Stoner             Assistant Secretary          None 

Lisa Crossley                Compliance Officer           None 

The principal business address of the above individuals is 4550  
Montgomery Avenue, Suite 1000N, Bethesda, Maryland  20814. 

         (c)    Inapplicable. 

Item 30.  Location of Accounts and Records 

          Ronald M. Wolfsheimer, Treasurer 
          and 
          William M. Tartikoff, Secretary 
          
          4550 Montgomery Avenue, Suite 1000N 
          Bethesda, Maryland  20814 

Item 31.  Management Services 

          Not Applicable 

Item 32.  Undertakings 

          a)       Not applicable. 

          b)       Not applicable. 

          c)       The Registrant undertakes to furnish to each person to  
                   whom a Prospectus is delivered, a copy of the  
                   Registrant's latest Annual Report to Shareholders, upon  
                   request and without charge. 



                                SIGNATURES 

         Pursuant to the requirements of the Securities Act of 1933 and  
the Investment Company Act of 1940, the Registrant certifies that it  
meets all of the requirements for effectiveness of this registration  
statement pursuant to Rule 485(b) under the Securities Act of 1933 and  
has duly caused this registration statement to be signed on its behalf  
by the undersigned, thereto duly authorized in the City of Bethesda, and  
State of Maryland, on the ___ day of January, 1996. 

                                              CALVERT WORLD VALUES  FUND, INC. 

                                          By:       
                                                  ________________________ 
                                                   Clifton S. Sorrell,  Jr. 
                                                   President and Director 

<PAGE>


                               
                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933,  
this Registration Statement has been signed below by the following  
persons in the capacities indicated. 


Signature                       Title                       Date 


________________________     President and  Director        01/30/96 
Clifton S. Sorrell, Jr.      Principal Executive  Officer) 


________________________     Principal Accounting  Officer  01/30/96 
Ronald M. Wolfsheimer 


__________**____________     Director                       01/30/96 
John G. Guffey, Jr. 


__________**____________     Director                       01/30/96 
Terrence Mollner 


__________**____________     Director                       01/30/96 
Rustum Roy 


__________**____________     Director                       01/30/96 
D. Wayne Silby 


__________**____________     Director                       01/30/96 
Tessa Tennant 


__________**____________     Director                       01/30/96 
Mohammad Yunus 



**  Signed by Susan Walker Bender pursuant to power of attorney,
 attached hereto. 

<PAGE>





                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        John G. Guffey, Jr.                   
Witness                                 Name of Trustee/Director

<PAGE>

                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        Terrence Mollner                       
Witness                                 Name of Trustee/Director

<PAGE>




                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        Rustum Roy                             
Witness                                 Name of Trustee/Director

<PAGE>

                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        D. Wayne Silby                        
Witness                                 Name of Trustee/Director

<PAGE>




                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



August 17, 1994                                                                 
Date                                     Signature 




                                        Tessa Tennant                           
Witness                                 Name of Trustee/Director

<PAGE>

                            POWER OF ATTORNEY 


     I, the  undersigned  Trustee/Director  of Calvert  World  Values  Fund (the
"Fund") "Funds"), hereby constitute Ronald M. Wolfsheimer, William M. Tartikoff,
Susan Walker  Bender,  Beth-ann  Roth,  and Katherine  Stoner my true and lawful
attorneys, with full power to each of them, to sign for me and in my name in the
appropriate capacities,  all registration statements and amendments filed by the
Funds with any federal or state agency, and to do all such things in my name and
behalf necessary for registering and maintaining registration or exemptions from
registration  of the  Funds  with any  government  agency  in any  jurisdiction,
domestic or foreign.

     The same persons are authorized generally to do all such things  
in my name and behalf to comply with the provisions of all federal,  
state and foreign laws, regulations, and policy pronouncements affecting  
the Funds, including, but not limited to, the Securities Act of 1933,  
the Securities Exchange Act of 1934, the Investment Company Act of 1940,  
the Investment Advisers Act of 1940, and all state laws regulating the  
securities industry. 

     The same persons are further authorized to sign my name to any  
document needed to maintain the lawful operation of the Funds in  
connection with any transaction approved by the Board of  
Trustee/Directors. 

     When any of the above-referenced attorneys signs my name to any  
document in connection with maintaining the lawful operation of the  
Funds, the signing is automatically ratified and confirmed by me by  
virtue of this Power of Attorney. 

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                    Signature 




                                        Mohammad Yunus                         
Witness                                 Name of Trustee/Director



<PAGE>

                                                                Exhibit 10 


                                            January 30, 1996 


Securities and Exchange Commission 
Judiciary Plaza 
450 Fifth Street, N.W. 
Washington, D.C.  20549 


         Re:    Exhibit 10, Form N-1A 
                Calvert World Values Fund, Inc. 
                File numbers:       33-45829 
                                    811-06563 


Ladies and Gentlemen: 


         As counsel to Calvert Group, Ltd., it is my opinion that the  
securities being registered by this Post-Effective Amendment No. 5 will  
be legally issued, fully paid and non-assessable when sold.  My opinion  
is based on an examination of documents related to Calvert World Values  
Fund, Inc. (the "Fund"), including its Articles of Incorporation, other  
original or photostatic copies of Fund records, certificates of public  
officials, documents, papers, statutes, or authorities as I deemed  
necessary to form the basis of this opinion. 

         I therefore consent to filing this opinion of counsel with the  
Securities and Exchange Commission as an Exhibit to the Fund's  
Post-Effective Amendment No. 5 to its Registration Statement. 


                                    Sincerely, 

                                    Susan Walker Bender 
                                    Associate General Counsel 







                        CONSENT OF INDEPENDENT ACCOUNTANTS

     We consent to the incorporation by reference in Post-Effective Amendment
No. 5 to the Registration Statement of the Calvert World Values Fund, Inc.
(Global Equity Fund and Capital Accumulation Fund) on Form N-1A (File Numbers
33-45829 and 811-06563) of our reports dated November 9, 1995 on our audits of
the financial statements and financial highlights of the Funds, which reports
are included in the Annual Reorts to shareholders for the year ended September
30, 1995 which are incorporated by reference in the Registration Statement.
We also consent to the reference to our Firm under the caption "Financial 
Highlights" in the Prospectuses and under the caption "Independent Accountants
and Custiodians in the Statements of Additional Information."








                                   COOPERS & LYBRAND, L.L.P.

Baltimore, Maryland
January 16, 1996





                      Rule 18f-3 Multiple Class Plan 


                        Calvert World Values Fund 


         Rule 18f-3 under the Investment Company Act of 1940, as amended  
(the "1940 Act"), requires that an investment company desiring to offer  
multiple classes of shares pursuant to the Rule adopt a plan setting  
forth the differences among the classes with respect to shareholder  
services, distribution arrangements, expense allocations and any related  
conversion features or exchange privileges.  Any material amendment to  
the plan must be approved by the investment company's Board of  
Trustees/Directors, including a majority of the disinterested Board  
members, who must find that the plan is in the best interests of each  
class individually and the investment company as a whole. 

         1.       Class Designation.  Fund shares shall be designated  
either Class A or Class C. 

         2.       Differences in Availability.  Class A shares and Class  
C shares shall both be available through the same distribution channels,  
except that Class C shares; (1) may not be available through some  
dealers, and, (2) are not available for purchases of $1 million or more. 

         3.       Differences in Services.  The services offered to  
shareholders of each Class shall be substantially the same, except that  
Rights of Accumulation, Letters of Intent and Reinvestment Privileges  
shall be available only to holders of Class A shares. 

         4.       Differences in Distribution Arrangements.  Class A  
shares shall be offered with a front-end sales charge, as such term is  
defined in Article III, Section 26(b), of the Rules of Fair Practice of  
the National Association of Securities Dealers, Inc.  The amount of the  
front-end sales charge on Class A shares is set forth at Exhibit I.   
Class A shares shall be subject to a Distribution Plan adopted pursuant  
to Rule 12b-1 under the 1940 Act.  The amount of the Distribution Plan  
expenses for Class A shares, as set forth at Exhibit I, are used to pay  
the Fund's Distributor for distributing the Fund's Class A shares.  This  
amount includes a service fee at the annual rate of .25 of 1% of the  
value of the average daily net assets of Class A. 

         Class C shares shall be subject to neither a front-end sales  
charge, nor a contingent deferred sales charge (CDSC).  Class C shares  
shall be subject to a Distribution Plan adopted pursuant to Rule 12b-1  
under the 1940 Act.  The amount of the Distribution Plan expenses for  
Class C shares is set forth at Exhibit I.  The Class C Distribution Plan  
pays the Fund's Distributor for distributing the Fund's Class C shares.   
This amount includes a service fee at the annual rate of .25 of 1% of  
the value of the average daily net assets of Class C. 

         5.       Expense Allocation.  The following expenses shall be  
allocated, to the extent practicable, on a Class-by-Class basis:  (a)  
Distribution Plan fees; (b) transfer agent fees and expenses; (c)  
printing and postage expenses payable by the Fund relating to preparing  
and distributing materials, such as proxies, to current shareholders of  
a specific Class; (d) class specific state registration fees; (e) class  
specific litigation or other legal expenses; (f) certain class specific  
reimbursement from the investment advisor ; (g) certain class specific  
contract services (e.g., proxy solicitation); and (h) any other expenses  
subsequently identified that, in the opinion of counsel, or the Fund's  
independent public accountants are properly allocated by Class. 

         6.       Conversion Features.  No Class shall be subject to any  
automatic conversion feature. 

         7.       Exchange Privileges.  Class A shares shall be  
exchangeable only for (a) Class A shares of other funds managed,  
administered, or underwritten by Calvert Group; (b) shares of funds  
managed, administered or underwritten by Calvert Group which do not have  
separate share classes; and (c) shares of certain other funds specified  
from time to time. 

         Class C shares shall be exchangeable only for (a) Class C  
shares of other funds managed, administered or underwritten by Calvert  
Group; (b) Class A shares of other funds managed, administered or  
underwritten by Calvert Group, if the front-end load on the Class A  
shares is paid at the time of the exchange; and (c) shares of certain  
other funds specified from time to time. 


Dated:  January 25, 1996 

                                
                                   EXHIBIT I

                        Calvert World Values Fund 


                         Maximum Class A   Maximum  Class A   Maximum Class C 
                         Front-End Sales   12b-1 Fee          12b-1 fee 
                         Charge                


Global Equity Fund          4.75%             0.35%             1.00% 

Capital Accumulation Fund   4.75%             0.35%             1.00% 









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