CALVERT WORLD VALUES FUND INC
497, 1996-02-26
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PROSPECTUS 

   
January 31, 1996 
    

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

INVESTMENT OBJECTIVE 

   
Calvert Capital Accumulation Fund (the "Fund") is a nondiversified  
series of Calvert World Values Fund, Inc., an open-end management  
investment company. The Fund seeks long-term capital appreciation by  
investing primarily in the stock of small- to medium-sized companies  
using the talent of multiple investment subadvisors. The market  
capitalization of companies chosen for investment will generally range  
between $100 million and $5 billion, but the Fund may also invest in  
larger and smaller companies as deemed appropriate. It is the Advisor's  
intent that on average, the market capitalization of the companies  
represented in the Fund's portfolio will be mid-sized, with a slight  
bias toward the growth-style of investing. Other investments may include  
foreign securities, convertible issues, and certain options and futures  
transactions. The Fund will take reasonable risks in seeking to achieve  
its investment objective. 
    

RESPONSIBLE INVESTING 

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

PURCHASE INFORMATION 

   
The Fund offers two classes of shares, 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. 
    

TO OPEN AN ACCOUNT 

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

ABOUT THIS PROSPECTUS 

   
Please read this Prospectus for information you should know before  
investing, and keep it for future reference. A Statement of Additional  
Information dated January 31, 1996) has been filed with the Securities  
and Exchange Commission and is incorporated by reference. This free  
Statement is available upon request from the Fund: 800-368-2748. 
    

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

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


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) 

    Maximum Contingent Deferred Sales Charge None              None 

   
B.  Annual Fund Operating Expenses (fiscal  
    year 1995) 
    (as a percentage of average net assets,  
    after expense reimbursement/waiver) 
    Management Fees                          0.90%             0.90% 
    Rule 12b-1 Service and Distribution Fees 0.35%             1.00% 
    Other Expenses                           1.15%             1.89% 
    Total Fund Operating Expenses<F1>        2.40%             3.79% 

<F1> Net Fund Operating Expenses after reduction for fees paid indirectly
for Class C were 3.50%.

C. Example:  You would pay the following expenses on a $1,000 investment, 
assuming (1) 5% annual return; (2) redemption at the end of each period; 
and (3) for Class A, payment of maximum initial sales charge at time of 
purchase:
                1 Year            3 Years          5 Years           10 Years 
Class A           $71               $119             $169               $308 
Class C           $38               $116             $195               $403 
    

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

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

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

   
     B. Annual Fund Operating Expenses.  Management Fees are paid by the Fund to
the Advisor for managing the Funds' investments and business affairs. Management
fees include the subadvisory fee paid by Calvert Asset Management Company,  Inc.
(the "Advisor") to Portfolio Advisory Services, Inc. (the "Subadvisor"), and the
administrative service fee paid to Calvert Administrative  Services Company. The
Management  fees for the Fund are  subject to a  performance  adjustment,  after
January 1, 1997,  which  could cause the fee to be as high as 0.95% or as low as
0.85%, depending on performance.  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.  Management
reimbursed  or  waived  fees of .05% for  Class A  shares  during  fiscal  1995.
expenses for Class A shares have been restated to reflect  expenses  anticipated
in the current fiscal year. If Management had not reimbursed or waived fees, or 
paid fees indirectly, the
current  Other  Expenses  and Total Fund  Operating  Expenses for Class C shares
would have been 4.68% and 6.58%, respectively. The Investment Advisory Agreement
provides that the Advisor may, to the extent  permitted by law, later  recapture
any fees it deferred or expenses it assumed during the two prior years.

          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, L.L.P., whose reports are  
included in the Annual Reports 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  
                                               From Inception  
                                               (October 31, 1994) To  
                                               September 30, 1995  

Net asset value, beginning of period           $15.00  

Income from investment operations  
Net investment income                          (.11)  
Net realized and unrealized gain  
(loss) on investments                          6.61  
Total from investment operations               6.50  

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

Total increase (decrease) in  
net asset value                                6.48  

Net asset value, end of period                 $21.48  

Total return<F4>                               43.40%  

Ratio to average net assets: 
Net investment income (loss)                   (1.55%)(a)  
Total expenses<F5>                             2.35%(a) 
Net expenses                                   2.06%(a)  
Expenses reimbursed and/or waived              .05%(a)  

Portfolio turnover                             95%  

Net assets, end of period (in thousands)       $16,111  

Number of shares outstanding  
at end of period (in thousands)                750  


<F4>Total return is not annualized and does not reflect deduction of  
Class A front-end sales charges.  
<F5>This ratio reflects total expenses before reduction for fees paid  
indirectly. 
(a) Annualized 
    

   

                                               Class C Shares  
                                               From Inception  
                                               (October 31, 1994) To  
                                               September 30, 1995  


Net asset value, beginning of period           $15.00  

Income from investment operations  
Net investment income                          (.15)  
Net realized and unrealized gain  
(loss) on investments                          6.70  
Total from investment operations               6.55  

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

Total increase (decrease) in  
net asset value                                6.55  

Net asset value, end of period                 $21.55  

Total return<F4>                               43.67%  

Ratio to average net assets: 
Net investment income (loss)                   (3.13%)(a)  
Total expenses<F5>                             3.79%(a) 
Net expenses                                   3.50%(a)  
Expenses reimbursed and/or waived              2.79%(a)  

Portfolio turnover                             95%  

Net assets, end of period (in thousands)       $1,992  

Number of shares outstanding  
at end of period (in thousands)                92  


<F4>Total return is not annualized and does not reflect deduction of  
Class A front-end sales charges.  
<F5>This ratio reflects total expenses before reduction for fees paid  
indirectly. 
(a) Annualized 
    

INVESTMENT OBJECTIVE AND POLICIES 

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

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

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

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

INVESTMENT TECHNIQUES AND RISKS 

   
Nondiversified 

There may be risks associated with the Fund being nondiversified.  
Specificially, since a relatively high percentage of the assets of the  
Fund may be invested in the obligations of a limited number of issuers,  
the value of the shares of the Fund may be more susceptible to any  
single economic, political or regulatory event than the shares of a  
diversified fund. 
    

Small Cap Issuers 

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

Temporary defensive positions 

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

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

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

Interest-rate risk 

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

The Fund may use options and futures as defensive strategies 

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

Risks of using defensive strategies 

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

Repurchase agreements 

   
The Fund may engage in repurchase agreements. In a repurchase agreement,  
the Fund buys a security subject to the right and obligation to sell it  
back at a higher price. In order to minimize any risk involved, the Fund  
engages in such transactions only with recognized securities dealers  
determined by the Advisor to present a minimal credit risk. Repurchase  
agreements are fully collateralized and always have a maturity of less  
than one year. 
    

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

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

The Fund may lend its portfolio securities 

The Fund may lend its portfolio securities to member firms of the New  
York Stock Exchange and commercial banks with assets of one billion  
dollars or more, although it does not currently intend to lend more than  
5% of its portfolio securities. The advantage of such loans is that the  
Fund continues to receive the equivalent of the interest earned or  
dividends paid by the issuers on the loaned securities while at the same  
time earning interest on the cash or equivalent collateral which may be  
invested in accordance with the Fund's investment objective, policies  
and restrictions. As with any extension of credit, there may be risks of  
delay in recovery and possibly loss of rights in the loaned securities  
should the borrower of the loaned securities fail financially. 

High Social Impact Investments 

   
The Fund has adopted a nonfundamental policy that permits it to invest  
up to three percent of its assets in investments in securities that  
offer a rate of return below the then-prevailing market rate and that  
present attractive opportunities for furthering the Fund's social  
criteria ("High Social Impact Investments").  These securities are  
typically illiquid and unrated and are generally considered  
noninvestment-grade debt securities, which involve a greater risk of  
default or price decline than investment-grade securities. Through  
diversification and credit analysis and limited maturity, investment  
risk can be reduced, although there can be no assurance that losses will  
not occur.  The High Social Impact Investments committee of the Board  
identifies, evaluates and selects these investments, subject to  
ratification by the Board. 
    

SOCIAL SCREENS 

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

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

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

   
- -environment 
- -human rights 
- -weapons systems 
- -nuclear energy 
- -employee relations 
- -product criteria 
    

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

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

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

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

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

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

TOTAL RETURN 

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

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

MANAGEMENT OF THE FUND 

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

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

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

Calvert Asset Management serves as Advisor to the Fund. 

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

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

   
Calvert Group, Ltd., parent of the Fund's Advisor, transfer agent, and  
distributor, is a subsidiary of Acacia Mutual Life Insurance Company of  
Washington, D.C. Calvert Group is one of the largest investment  
management firms in the Washington, D.C. area. Calvert Group, Ltd. and  
its subsidiaries are located at 4550 Montgomery Avenue, Suite 1000N,  
Bethesda, Maryland 20814. As of December 31, 1995, Calvert Group managed  
and administered assets in excess of $4.8 billion representing more than  
200,000 shareholder and depositor accounts. 
    

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

   
The Investment Advisory Agreement between the Fund and the Advisor  
provides that the Advisor is entitled to a base annual fee, payable  
monthly, of 0.80% of the Fund's average daily net assets. For its  
services during the fiscal year ended September 30, 1995, pursuant to  
the Investment Advisory Agreement, the Advisor received an investment  
advisory fee of 0.76% of the Fund's respective average daily net assets.  
Additionally, during the year, the Advisor voluntarily waived fees or  
assumed expenses of $3,256, which were not charged to the Fund. As of  
January 1, 1997, the Advisor may earn (or have its fee reduced by) a  
performance adjustment based on the extent to which performance of the  
Fund exceeds or trails the Standard & Poor's 400 Mid-Cap Index: 
    

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

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

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

The Fund uses a multi-manager approach. 

   
The Fund has a pool of six investment subadvisors ("Subadvisors") ready  
to manage the Fund's assets. The three Subadvisors listed below comprise  
the current portfolio management team. See the Statement of Additional  
Information for information on the other Subadvisors.

Subadvisor                                  Ownership 
Apodaca Johnston                            Hispanic American 
Brown Capital                               African American 
Fortaleza Asset Management                  Hispanic/Women 
    

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

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

Apodaca-Johnston Capital Management, Inc. 

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

Performance Index: Russell 2000 

Portfolio Manager: Scott S. Johnston 

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

Portfolio Manager: Jerry C. Apodaca, Jr. 

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

Brown Capital Management, Inc. 

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

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

Portfolio Manager: Eddie C. Brown 

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

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

Portfolio Manager: Joel Oppenheim 

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

Portfolio Manager: Robert E. Hall 

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

Fortaleza Asset Management, Inc. 

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

Performance Index: Russell 2000 

Portfolio Manager: Margarita Perez 

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

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

Portfolio Manager: James Boves 

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

Subadvisory compensation 

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

         Performance versus                          Performance Fee 
         the Index                                   Adjustment 

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

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

Calvert Administrative Services Company provides administrative services  
for the Fund. 

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

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

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

Alternative Sales Options 

The Fund offers three classes of shares: 

Class A Shares - Front End Load Option 

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

Class C shares - Level Load Option 

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

Class C shares have higher expenses than Class A shares 

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

Considerations for deciding which class of shares to buy 

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

Class A Shares 

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

                                                                 Concession to  
                                                    As a % of    Dealers as a %
                                   As a % of        Net Amount   of Amount  
Amount of Investment               Offering Price   Invested     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 according to one of the following methods: (1) CDI may pay  
broker-dealers, on a monthly basis for 12 months, an annual rate of  
0.30%. Payments will be made monthly at the rate of 0.025% of the amount  
of the investment, less redemptions; (2) 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 broker-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 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 broker-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, Class A  
Distribution Plan expenses for the Fund were 0.35%. 
    

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 broker-dealers and other selling  
firms quarterly compensation at an annual rate of up to 0.75%, plus a  
service fee of up to 0.25%, of the average daily net asset value of each  
share sold by such others. During the fiscal year ended September 30,  
1995, Class C Distribution Plan expenses for the Fund were 1.00%. 
    

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. CDI may receive  
reimbursement of eligible marketing and distribution expenses from the  
Fund's Rule 12b-1 Distribution Plan. 
    

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

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

Method                     New Accounts             Additional Investments 

By Mail                   $2,000 minimum            $250 minimum 

                          Please make your check    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 
                          4550 Montgomery Avenue    P.O. Box 64146 
                          Suite 1000N               Baltimore, Maryland 
                          Bethesda, Maryland 20814  21264-4146 

                                                    West Coast Investors 
                                                    use: 
                                                    Calvert Group 
                                                    P.O. Box 883610 
                                                    San Francisco, CA 
                                                    94188-3610 

By Registered, Certified, or Overnight Mail:Calvert Group 
                                            4550 Montgomery Avenue 
                                            Suite 1000N 
                                            Bethesda, Maryland 20814 

Through Your Broker        $2,000 minimum      $250 minimum 

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

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

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

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

By Bank Wire               $2,000 minimum     $250 minimum 

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

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

NET ASSET VALUE 

Net asset value per share ("NAV)" refers to the worth of one share. NAV  
is computed by adding the value of all portfolio holdings, plus other  
assets, deducting liabilities and then dividing the result by the number  
of shares outstanding. The NAV of each class will vary daily based on  
the market values of the Fund's investments. 

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

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

WHEN YOUR ACCOUNT WILL BE CREDITED 

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

   
Your purchase will be processed at the next offering price based on the  
next net asset value calculated after your order is received and  
accepted. If your purchase is received by 4:00 p.m. Eastern time, your  
account will be credited on the day of receipt. If your purchase is  
received after 4:00 p.m. Eastern time, it will be credited the next  
business day. All 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 proceeds of redemptions against  
those funds until it is reasonably satisfied that the purchase is  
collected (normally 10 business days). 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 CDI 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, to protect a Fund's performance and to minimize  
costs, Calvert Group discourages frequent exchanges and may prohibit  
additional purchases of Fund shares by persons engaged in too many  
short-term trades. Before you make an exchange from a Fund or Portfolio,  
please note the following: 
    

         Call your broker or a Calvert representative for information  
and a prospectus for any of Calvert's other Funds registered in your  
state. Read the prospectus of the Fund or Portfolio into which you want  
to exchange for relevant information, including class offerings. 

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

         Complete and sign an application for an account in that Fund or  
Portfolio, taking care to register your new account in the same name and  
taxpayer identification number as your existing Calvert account(s).  
Exchange instructions may then be given by telephone if telephone  
redemptions have been authorized and the shares are not in certificate  
form. 

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

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

   
         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 total return quotations and prices 

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

Calvert Money Controller 

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

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

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

Telephone Transactions 

Calvert may record all telephone calls. 

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

Optional Services 

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

Householding of General Mailings 

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

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

Special Services and Charges 

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

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

Tax-Saving Retirement Plans 

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

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

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

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

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

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

HOW TO SELL YOUR SHARES 

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

Redemption Requirements To Remember 

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

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

Minimum account balance is $1,000 per Fund, per class. 

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

By Mail To: 

   
Calvert Group 
P.O. Box 419544 
Kansas City, MO  
64179-6544 
    

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

Type of Registration                                 Requirements 

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

Trusts   Letter of instruction signed by the Trustee(s) (as Trustee),  
                                                     with a signature  
                                                     guarantee. (If the  
                                                     Trustee's name is  
                                                     not registered on  
                                                     your account,  
                                                     provide 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. If your account is held through a broker, see  
"Through Your Broker" below. 

Calvert Money Controller 

Please allow sufficient time for Calvert Group to process your initial  
request for this service (normally 10 business days). You may also  
authorize automatic fixed amount redemptions by Calvert Money  
Controller. All requests must be received by 4:00 p.m. Eastern time.  
Accounts cannot be closed by this service. 

Exchange to Another Calvert Group Fund 

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

Systematic Check Redemptions 

   
If you maintain an account with $10,000 or more, you may have up to two  
(2) redemption checks for $100 or more sent to you on the 15th of each  
month, simply by sending a letter with all the information, including  
your account number, and the dollar amount ($100 minimum). If you would  
like a regular check mailed to another person or place, your letter must  
be signature guaranteed. 
    

Through your Broker 

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

DIVIDENDS AND TAXES 

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

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

Dividend and Distribution Payment Options 

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

"Buying a Dividend" 

At the time of purchase, the share price of the Fund may reflect  
undistributed income, capital gains or unrealized appreciation of  
securities. Any income or capital gains from these amounts which are  
later distributed to you are fully taxable. On the record date for a  
distribution, the Fund's share value is reduced by the amount of the  
distribution. If you buy shares just before the record date ("buying a  
dividend") you will pay the full price for the shares and then receive a  
portion of the price back as a taxable distribution. 

Federal Taxes 

The Fund normally distributes all net income and capital gain to  
shareholders. These distributions are taxable to you regardless of  
whether they are taken in cash or reinvested.  Distributions of net  
investment income are taxable as ordinary income; distributions of  
long-term capital gains are taxable as long-term capital gains  
regardless of how long you have held the shares. Dividends and  
distributions declared during October, November or December and paid in  
January of the following year are taxable in the year they are declared.  
The Fund will mail you Form 1099-DIV in January indicating the federal  
tax status of your dividends. If distributions exceed the Fund's net  
investment income and capital gain for the year, the excess will reduce  
your tax basis for your shares in the Fund. 

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

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

Taxpayer Identification Number 

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

EXHIBIT A         REDUCED SALES CHARGES (CLASS A ONLY) 

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

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

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

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

   
A "qualified group" is one which (i) has been in existence for more than  
six months, (ii) has a purpose other than acquiring Fund shares at a  
discount, and (iii) satisfies uniform criteria which enable 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 the accounts are linked to the master account of such  
investment advisor or financial planner on the books and records of the  
broker or agent; or (c) retirement and deferred compensation plans and  
trusts used to fund those plans, including, but not limited to, those  
defined in Section 401(a) or Section 403(b) of the I.R.C., and "rabbi trusts." 
    

   
Dividends and Capital Gain Distributions from other Calvert Group Funds.  
You may prearrange to have your dividends and capital gain distributions  
from another Calvert Group Fund 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:                             Prospectus 
     800-368-2748                               January 31, 1996 
                                                
Performance and Prices: 
Calvert Information Network                     CALVERT WORLD VALUES FUND, INC. 
24 hours, 7 days a week                         CAPITAL ACCUMULATION FUND 
     800-368-2745                                   

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

TDD for Hearing-Impaired: 
                         800-541-1524 

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

   
Registered, Certified or 
Overnight Mail: 
Calvert Group 
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 
Investment Objective and Policies 
Investment Techniques and Risks 
Social Screens 
Total Return 
Management of the Fund 
SHAREHOLDER GUIDE: 
How to Buy Shares 
Net Asset Value 
When Your Account Will Be Credited 
Exchanges 
Other Calvert Group Services 
How to Sell Your Shares 
Dividends and Taxes 
Exhibit A (Reduced Sales Charges) 

<PAGE>

   
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>
                                                                      


   
                     CALVERT WORLD VALUES FUND, INC. 
                        CAPITAL ACCUMULATION 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 and Policies         1 
                  Investment Restrictions                   9  
                  Purchase and Redemption of Shares         8 
                  Reduced Sales Charges (Class A)           9 
                  Net Asset Value                           9 
                  Calculation of Total Return               9 
                  Advertising                               10 
                  Dividends and Taxes                       10 
                  Directors and Officers                    13 
                  Investment Advisor and Subadvisors        14 
                  Transfer and Shareholder Servicing Agent  16 
                  Method of Distribution                    16 
                  Portfolio Transactions                    17 
                  Independent Accountants and Custodians    17 
                  General Information                       18 
                  Financial Statements                      18 
                  Appendix                                  18 
    
                   
            -------------------------------------------- 

   
STATEMENT OF ADDITIONAL INFORMATION-January 31, 1996 
    
                     CALVERT WORLD VALUES FUND, INC. 
                        CAPITAL ACCUMULATION FUND 
             4550 Montgomery Avenue, Bethesda, Maryland 20814 
   
- -------------------------------------------------------------------------- 
              New Account   (800) 368-2748  Shareholder   (800) 368-2745 
- -------------------------------------------------------------------------- 
- -------------------------------------------------------------------------- 
              Information:(301) 951-4820    Services:     (301) 951-4810 
- -------------------------------------------------------------------------- 
              Broker        (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 AND POLICIES 
========================================================================== 
   
         The Fund  seeks to  provide  long-term  capital  appreciation  by 
investing  primarily  in the  equity  securities  of small-  to  mid-sized 
companies  that are  undervalued  but  demonstrate a potential for growth. 
Currently,  and for the foreseeable  future,  the Advisor manages the Fund 
as a mid-cap fund,  with a slight bias toward growth style.  The Fund will 
rely on its  proprietary  research to  identify  stocks that may have been 
overlooked  by analysts,  investors,  and the media,  and which  generally 
have a market value  between  $100  million and $5 billion,  but which may 
be larger or smaller as deemed  appropriate.  The investment  style of the 
Fund can be shown graphically as follows: (insert grid box here) 

                                  large 

                                    value                               
growth 

                                  small 
    

         Investments may also include,  but are not limited to,  preferred 
stocks, foreign securities,  convertible  securities,  certain options and 
futures  transactions,  bonds,  notes and other debt  securities  The Fund 
will  take   reasonable   risks  in  seeking  to  achieve  its  investment 
objective.  There  is,  of  course,  no  assurance  that the Fund  will be 
successful  in meeting its  objective  since there is risk involved in the 
ownership of all equity  securities.  The Fund's  investment  objective is 
not fundamental and may be changed without shareholder approval. 

Defensive Strategies 
         The Fund  may  employ  certain  defensive  strategies  (generally 
options  and  futures  contracts)  in an attempt to  protect  against  the 
decline of its  investments.  An option is a legal contract that gives the 
holder  the  right to buy or sell a  specified  amount  of the  underlying 
interest at a fixed or  determinable  price (called the exercise or strike 
price) upon  exercise of the option.  A futures  contract is an  agreement 
to take  delivery  or to make  delivery  of a  standardized  quantity  and 
quality of a certain  commodity  during a particular  months in the future 
at  a  specified  price.  By  buying  or  selling  futures   contracts  -- 
contracts  that  establish  a price  level at a given time for items to be 
delivered  later -- amounts to insurance  against  adverse price  changes, 
or "hedging." 
   
         The Fund may  purchase  put and call  options,  and write  (sell) 
covered  put and call  options,  on equity  and debt  securities,  foreign 
currencies  and  stock or debt  indices.  The Fund may  purchase  or write 
both  exchange-traded  and OTC options.  These strategies may also be used 
with respect to futures. 
    

Special Risks of Defensive Strategies 
         Successful  use of  defensive  strategies  depends on the ability 
to predict  movements  of the overall  securities,  currency  and interest 
rate  markets,  which is a  different  skill than that  required to select 
equity  and debt  investments.  There  can be no  assurance  that a chosen 
strategy will succeed. 
         There  may  not  be  an  expected   correlation   between   price 
movements of a hedging  instrument  and price  movements of the investment 
being hedged, so that the Fund may lose money  notwithstanding  employment 
of the hedging strategy. 
         While   defensive   strategies   can  reduce   risk  of  loss  by 
offsetting the negative effect of unfavorable  price  movements,  they can 
also reduce the  opportunity  for gain by offsetting  the positive  effect 
of a  favorable  price  movement.  If the  variance  is  great  enough,  a 
decline in the price of an  instrument  used for  defensive  purposes  may 
result in a loss to the Fund. 
         The Fund may be  required  to cover its  assets  in a  segregated 
account.  If an  investment  is not able to be  liquidated at the time the 
Subadvisor  believes  it is best for the Fund to do so,  the Fund might be 
required to keep assets on reserve  that it  otherwise  would not have had 
to  maintain.   Similarly,  it  might  have  to  sell  a  security  at  an 
inopportune time in order to maintain the reserves. 

Instruments used as part of a Defensive Strategy 
         The Fund may write  covered call  options and  purchase  call and 
put options on securities  and securities  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.  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. 
         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. 
         The Fund may enter into financial  futures  contracts and related 
options as a hedge  against  anticipated  changes  in the market  value of 
portfolio  securities  or  securities  which  it or the  Fund  intends  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  in  which  the  Fund  may  invest 
include  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. 
         Engaging  in   transactions   in  financial   futures   contracts 
involves   certain  risks,   such  as  the  possibility  of  an  imperfect 
correlation  between  futures market prices and cash market prices and the 
possibility  that the  Advisor or  Subadvisor  could be  incorrect  in its 
expectations  as to the  direction  or extent  of  various  interest  rate 
movements or foreign  currency  exchange  rates,  in which case the Fund's 
return  might have been  greater  had hedging  not taken  place.  There is 
also the risk that a liquid  secondary  market may not exist.  The risk in 
purchasing  an option on a  financial  futures  contract  is that the Fund 
will lose the premium it paid. Also,  there may be circumstances  when the 
purchase of an option on a financial  futures  contract  would result in a 
loss to the Fund  while the  purchase  or sale of the  contract  would not 
have resulted in a loss. 
         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. 

Noninvestment-grade (High Yield/High Risk - or Junk Bond) Debt Securities 
         The Fund may invest in lower quality debt  securities  (generally 
those  rated BB or lower by S&P or Ba or  lower by  Moody's),  subject  to 
the  Funds'  investment  policy  which  provides  that they may not invest 
more than 35% of their  assets  in  securities  rated  below BBB by either 
rating service,  or in unrated securities  determined by the Advisor to be 
comparable to securities  rated below BBB by either  rating  service.  The 
Fund  currently  intends  to invest no more than 5% of its  assets in debt 
obligations.   These  securities  have  moderate  to  poor  protection  of 
principal  and  interest  payments and have  speculative  characteristics. 
These  securities  involve  greater risk of default or price  declines due 
to changes in the issuer's  creditworthiness  than  investment-grade  debt 
securities.  Because the market for lower-rated  securities may be thinner 
and less  active  than for  higher-rated  securities,  there may be market 
price  volatility  for  these  securities  and  limited  liquidity  in the 
resale   market.   Market   prices  for  these   securities   may  decline 
significantly  in  periods  of  general  economic   difficulty  or  rising 
interest  rates.  Unrated debt  securities may fall into the lower quality 
category.  Unrated  securities  usually  are  not  attractive  to as  many 
buyers as are rated securities, which may  make them less marketable. 
         The  quality  limitation  set forth in the  investment  policy is 
determined  immediately  after  the  Fund's  acquisition  of  a  security. 
Accordingly,  any later  change in  ratings  will not be  considered  when 
determining  whether an  investment  complies  with the Fund's  investment 
policy.  If an  obligation  held by the  Fund  is  later  downgraded,  the 
Fund's  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  obligation.  Among the criteria 
that may be  considered  by the Advisor and the Board are the  probability 
that  the  obligations  will  be  able  to  make  scheduled  interest  and 
principal  payments in the future,  the extent to which any devaluation of 
the  obligation  has already been reflected in the Fund's net asset value, 
and the total  percentage,  if any, of obligations  currently  rated below 
investment grade held by the Fund. 
         When purchasing high-yielding  securities,  rated or unrated, the 
Subadvisor  prepares  its  own  careful  credit  analysis  to  attempt  to 
identify  those  issuers  whose  financial  condition  is adequate to meet 
future  obligations  or is expected to be adequate in the future.  Through 
portfolio  diversification  and credit  analysis,  investment  risk can be 
reduced, although there can be no assurance that losses will not occur. 

Foreign Securities 
         The Fund  may  purchase  foreign  securities.  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. 

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 Subadvisor 
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. 

Lending Portfolio Securities 
         The Fund may lend its  portfolio  securities  to member  firms of 
the New York  Stock  Exchange  and  commercial  banks  with  assets of one 
billion  dollars  or more,  provided  the value of the  securities  loaned 
from the Fund will not exceed  one-third of the Fund's assets.  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 
Subadvisor  deems   creditworthy  and  only  on  such  terms  the  Advisor 
believes  should  compensate for such risk. On termination of the loan the 
borrower  is  obligated  to return the  securities  to the Fund.  The Fund 
will  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. 

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

Fundamental Investment Restrictions 

         The  Fund  has  adopted  the  following  investment  restrictions 
which  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 50% 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.  (The  remaining 
         50%  of  its  total  assets  may  be  invested   without 
         restriction   except  to  the  extent  other  investment 
         restrictions may be applicable). 
         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.       Make  loans  of  more  than  one-third  of  the 
         assets  of  the  Fund,  or  as  permitted  by  law.  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. 
         4.       Underwrite  the  securities  of other  issuers, 
         except as  permitted  by the Board of  Directors  within 
         applicable  law,  and  except  to  the  extent  that  in 
         connection   with  the   disposition  of  its  portfolio 
         securities, the Fund may be deemed to be an underwriter. 
         5.       Purchase  from  or  sell  to any of the  Fund's 
         officers  or  directors,  or  companies  of which any of 
         them  are   directors,   officers  or   employees,   any 
         securities (other than shares of beneficial  interest of 
         the Fund),  but such persons or firms may act as brokers 
         for the Fund for customary commissions. 
         6.       Except   as   required   in   connection   with 
         permissible  options,  futures and commodity  activities 
         of the Fund,  invest in commodities,  commodity  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. 
         7.       Invest  in  the  shares  of  other   investment 
         companies,  except as permitted by the 1940 Act or other 
         applicable  law, or pursuant to  Calvert's  nonqualified 
         deferred  compensation  plan  adopted  by the  Board  of 
         Directors   in  an  amount  not  to  exceed  10%  or  as 
         permitted by law. 
         8.       Purchase  more  than  10%  of  the  outstanding 
         voting securities of any issuer. 

Nonfundamental 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: 
         9.       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. 
         10.      Invest, in the aggregate,  more than 15% of its 
         net  assets  in  illiquid   securities.   Purchases   of 
         securities  outside  the U.S.  that  are not  registered 
         with the SEC or  marketable  in the U.S.  are not per se 
         illiquid. 
         11.      Invest,  in the aggregate,  more than 5% of its 
         net assets in the securities of issuers  restricted from 
         selling to the  public  without  registration  under the 
         Securities Act of 1933, excluding restricted  securities 
         eligible  for  resale  pursuant  to Rule 144A under that 
         statute.  Purchases of securities  outside the U.S. that 
         are not  registered  with the SEC or  marketable  in the 
         U.S. are not per se  restricted. 
         12.  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 
         depositor  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. 
         13.      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. 
         14.      Invest  in  warrants  if  more  than  5% of the 
         value of the  Fund's  net assets  would be  invested  in 
         such securities. 
         15.      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. 
         16.      Borrow  money,  except from banks for temporary 
         or  emergency  purposes,  and then only in an amount not 
         to exceed  one-third of the Fund's total  assets,  or as 
         permitted  by law.  In order  to  secure  any  permitted 
         borrowings  under  this  section,  the Fund may  pledge, 
         mortgage or hypothecate its assets. 
         17.      Invest for the  purpose of  exercising  control 
         or management of another issuer. 

         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. 

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

         Share  certificates  will  not  be  issued  unless  requested  in 
writing  by the  investor.  No charge  will be made for share  certificate 
requests. No certificates will be issued for fractional shares.
         Amounts  redeemed  by  check  redemption  may  be  mailed  to the 
investor  without charge.  Amounts of more than $50 and less than $300,000 
may be transferred  electronically  at no charge to the investor.  Amounts 
of $1,000 or more will be  transmitted  by wire without charge by the Fund 
to the investor's  account at a domestic  commercial bank that is a member 
of the Federal Reserve System or to a  correspondent  bank. A charge of $5 
is imposed on wire transfers of less than $1,000.  If the investor's  bank 
is  not  a  Federal   Reserve   System   member,   failure  of   immediate 
notification  to that bank by the  correspondent  bank  could  result in a 
delay in crediting the funds to the investor's bank account. 
         Telephone   redemption   requests   which   would   require   the 
redemption  of shares  purchased  by check or  electronic  funds  transfer 
within  the  previous  10  business  days  may not be  honored.  The  Fund 
reserves the right to modify the telephone redemption privilege.
    
         New shareholders  wishing to use the Fund's telephone  redemption 
procedure  must so  indicate  on their  Investment  Applications  and,  if 
desired,  designate a commercial bank or securities  broker and account to 
receive the redemption  proceeds.  Existing  shareholders  who at any time 
desire to arrange for the  telephone  redemption  procedure,  or to change 
instructions  already given,  must send a written notice to the Fund, with 
a voided 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,  savings and loan  association,  trust 
company,  member  firm of any  national  securities  exchange,  or certain 
credit unions.  Further  documentation may be required from  corporations, 
fiduciaries, pension plans, and institutional investors.
    
    
         The  Fund's  redemption  check  normally  will be  mailed  to the 
investor on the next  business  day  following  the date of receipt by the 
Fund of the written or telephone  redemption  request.  If the investor so 
instructs  in the  redemption  request,  the  check  will be mailed or the 
redemption  proceeds  wired to a  predesignated  account at the investor's 
bank.  Redemption  proceeds are  normally  paid in cash.  However,  at the 
sole  discretion  of the Fund,  the Fund has the right to redeem shares in 
assets other than cash for  redemption  amounts  exceeding,  in any 90-day 
period,  $250,000 or 1% of the net asset value of the Fund,  whichever  is 
less, or as allowed by law.
     
         The right of  redemption  of Fund shares 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 SEC, or if the  Commission  has 
ordered such a suspension for the protection of  shareholders.  Redemption 
proceeds  are  normally  mailed  or wired  the next  business  day after a 
proper redemption  request has been received unless  redemptions have been 
suspended or postponed as described above. 

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


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

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


         The net asset  value  per  share of the Fund,  the price at which 
the Fund's shares are redeemed,  is  determined  every  business day as of 
the close of the New York Stock Exchange  (generally,  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 public  offering  price of the Fund's shares is the net asset 
value per share (plus,  for Class A shares,  the applicable sales charge). 
The net asset  value per share is  computed  separately  for each class by 
dividing the value of the Fund's total assets,  less its  liabilities,  by 
the  total  number  of  shares  outstanding  for that  class.  The  Fund's 
securities  are  valued  as  follows:  (a)  securities  for  which  market 
quotations  are readily  available  are valued at the most recent  closing 
price,  mean between bid and asked price, or yield  equivalent as obtained 
from  one or more  market  makers  for  such  securities;  (b)  securities 
maturing  within 60 days are 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  are  fairly  valued  by the  Advisor  in good  faith  under the 
supervision of the Board of Directors. 

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

         The Fund  may,  from  time to  time,  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 the  applicable  sales 
charge for Class A shares,  adding all additional  shares purchased within 
the period with reinvested  dividends and  distributions,  calculating the 
value of those  shares at the end of the period,  and  dividing the result 
by the initial  $1,000  investment.  Note:  "Total  Return" when quoted in 
the Financial  Highlights  section of the Fund's Prospectus and the Annual 
Report to Shareholders,  however,  per SEC instructions,  does not reflect 
deduction of the sales  charge,  and  corresponds  to "overall"  return as 
referred  to herein.  For  periods of more than one year,  the  cumulative 
total  return  is  then   adjusted   for  the  number  of  years,   taking 
compounding  into  account,  to  calculate  average  annual  total  return 
during that period. 
         Total return is computed according to the following formula: 

                             P(1 + T)n = ERV 

where P = a  hypothetical  initial  payment  of $l,000  (less the  maximum 
sales charge imposed during the period  calculated);  T = total return;  n 
=  number  of  years;  and  ERV  =  the  ending   redeemable  value  of  a 
hypothetical $1,000 payment made at the beginning of the period. 
         Performance  is  historical  in  nature  and is not  intended  to 
indicate  future  performance.  All total  return  quotations  reflect the 
deduction  of the  Fund's  maximum  sales  charge,  except  quotations  of 
"overall  return"  which do not  reflect  deduction  of the sales  charge. 
Overall  return,  which  will be  higher  than  total  return,  should  be 
considered  only by investors,  such as  participants  in certain  pension 
plans,  to whom the  sales  charge  does not  apply,  or for  purposes  of 
comparison  only with  comparable  figures which also do not reflect sales 
charges,  such  as  Lipper  averages.  Thus,  in the  above  formula,  for 
overall return P = the entire $1,000  hypothetical  initial investment and 
does not reflect  deduction  of any sales  charge.  Overall  return may be 
advertised  for other periods,  such as by quarter,  or  cumulatively  for 
more than one year.
 
   
         Return  for the  Funds'  shares  for the  period  from  inception 
(October 31, 1994) to September 30, 1995 are as follows: 


                  Class A Shares           Class A Shares     Class C Shares 
                  Overall Return           Cumulative Total   Cumulative Total 
                                           Return             Return 
========================================================================== 
Since Inception   43.40%                   36.58%             43.67% 
    
         Total  return,  like net asset  value per  share,  fluctuates  in 
response to changes in market  conditions.  Performance for any particular 
time period should not be considered an indication of future return. 

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

         The Fund or its affiliates may provide  information  such as, but 
not limited to, the economy,  investment climate,  investment  principles, 
sociological  conditions  and political  ambiance.  Discussion may include 
hypothetical  scenarios or lists of relevant  factors  designed to aid the 
investor  in  determining   whether  the  Fund  is  compatible   with  the 
investor's  goals.  The Fund may list portfolio  holdings or give examples 
or  securities  that  may  have  been  considered  for  inclusion  in  the 
Portfolio, whether held or not. 
         The Fund or its  affiliates  may supply  comparative  performance 
data and rankings from  independent  sources such as Donoghue's Money Fund 
Report,  Bank Rate Monitor,  Money,  Forbes,  Lipper Analytical  Services, 
Inc.,  CDA  Investment   Technologies,   Inc.,   Wiesenberger   Investment 
Companies  Service,  Russell  2000/Small  Stock Index,  Mutual Fund Values 
Morningstar  Ratings,  Mutual Fund Forecaster,  Barron's,  The Wall Street 
Journal,  and  Schabacker  Investment   Management,   Inc.  Such  averages 
generally  do not reflect any front- or back-end  sales  charges  that may 
be  charged  by Funds  in that  grouping.  The  Fund may also  cite to any 
source,  whether  in  print or  on-line,  such as  Bloomberg,  in order to 
acknowledge  origin of  information.  The Fund may  compare  itself or its 
portfolio  holdings  to  other  investments,  whether  or  not  issued  or 
regulated  by the  securities  industry,  including,  but not  limited to, 
certificates  of deposit and Treasury  notes.  The Fund, its Advisor,  and 
its  affiliates  reserve the right to update  performance  rankings as new 
rankings become available. 

========================================================================== 
                   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 because of different expenses. 
         Certain  options,  futures  contracts,  and  options  on  futures 
contracts  are "section  1256  contracts."  Any gains or losses on section 
1256  contracts are generally  considered 60% long-term and 40% short-term 
capital  gains or losses  ("60/40  gains or losses").  Also,  section 1256 
contracts  held by the Fund at the end of each  taxable  year are  treated 
for  federal  income  tax  purposes  as being  sold on such date for their 
fair  market  value.  The  resultant  gains or losses are treated as 60/40 
gains or losses.  When the section 1256 contract is subsequently  disposed 
of,  the  actual  gain  or loss  will be  adjusted  by the  amount  of the 
year-end  gain or loss.  The use of section  1256  contracts  may increase 
the amount of  short-term  capital gain  realized by the Fund and taxed as 
ordinary income when distributed to shareholders. 
         Hedging   transactions   in  options,   futures   contracts   and 
straddles or other similar  transactions  will subject the Fund to special 
tax rules (including  mark-to-market,  straddle, wash sale and short sales 
rules).  The  effect  of these  rules may be to  accelerate  income to the 
Fund, defer losses to the Fund,  cause  adjustments in the holding periods 
of the  Fund's  securities  or  convert  short-term  capital  losses  into 
long-term  capital losses.  Hedging  transactions  may increase the amount 
of  short-term  capital  gain  realized  by the  Fund  which  is  taxed as 
ordinary income when  distributed to  shareholders.  The Fund may make one 
or more of the various  selections  available  under the Code with respect 
to  hedging  transactions.  If the Fund  makes any of the  elections,  the 
amount,  character and timing of the  recognition  of gains or losses from 
the  affected   positions  will  be  determined   under  rules  that  vary 
according  to the  elections  made.  The Fund will use its best efforts to 
make any available elections  pertaining to the foregoing  transactions in 
a  manner  believed  to be in the  best  interests  of the  Fund.  The 30% 
limit  on  gains  from the sale of  securities  held for less  than  three 
months  and the  diversification  requirements  applicable  to the  Fund's 
assets  may limit  the  extent to which the Fund will be able to engage in 
transactions  in  options,   futures  contracts,  or  options  on  futures 
contracts. 
         The  Fund's  transactions  in foreign  currency-denominated  debt 
and  equity   securities,   certain  foreign  currency  options,   futures 
contracts,  and  forward  contracts  may give rise to  ordinary  income or 
loss to the extent such income or loss  results from  fluctuations  in the 
value of the foreign currency concerned. 
         If more  than 50% of the  Fund's  assets at year end  consist  of 
the debt and  equity  securities  of  foreign  corporations,  the Fund may 
elect to  permit  shareholders  to claim a credit  or  deduction  on their 
income tax returns for their pro rata portion of  qualified  taxes paid by 
the Fund to foreign countries.  In such a case,  shareholders will include 
in gross  income  from  foreign  sources  their  pro rata  shares  of such 
taxes.  A  shareholder's   ability  to  claim  a  foreign  tax  credit  or 
deduction  in respect of foreign  taxes paid by the Fund may be subject to 
certain  limitations  imposed  by  the  Code,  as  a  result  of  which  a 
shareholder  may not get a full  credit  or  deduction  for the  amount of 
such taxes.  Shareholders  who do not itemize on their federal  income tax 
returns may claim a credit (but no deduction) for such foreign taxes. 
         Dividends  and  distributions  may be  subject to state and local 
taxes.  Dividends  paid by the Fund from income  attributable  to interest 
on  obligations  of the U.S.  Government  and certain of its  agencies and 
instrumentalities  may be exempt  from  state and local  taxes in  certain 
states.  The  Fund  will  advise  shareholders  of the  proportion  of its 
dividends  consisting of such governmental  interest.  Shareholders should 
consult  their tax  advisors  regarding  the  possible  exclusion  of this 
portion of their dividends for state and local tax purposes. 
         Investors   should  note  that  the  Internal  Revenue  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  dividends  or 
redemption  payments  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 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. 

   
Nondiversified Status 
         The  Fund is a "nondiversified"  investment  company  under  the 
Investment  Act of 1940 (the  "Act"),  which means the Fund is not limited 
by the Act in the  proportion  of its assets  that may be  invested in the 
securities  of a single  issuer.  A  nondiversified  fund may  invest in a 
smaller  number of issuers than a  diversified  fund.  Thus, an investment 
in the Fund may,  under  certain  circumstances,  present  greater risk of 
loss to an investor than an investment  in a  diversified  fund.  However, 
the Fund  intends to conduct its  operations  so as to qualify to be taxed 
as a "regulated  investment  company" for purposes of the Code, which will 
relieve the Fund of any  liability  for  federal  income tax to the extent 
its  earnings  are  distributed  to  shareholders.  To  qualify  for  this 
Subchapter  M tax  treatment,  the Fund  will  limit  its  investments  to 
satisfy the Code  diversification  requirements  so that,  at the close of 
each  quarter  of the  taxable  year,  (i) not more than 25% of the fund's 
assets  will be invested in the  securities  of a single  issuer or of two 
or more issuers  which the Fund  controls and which are  determined  to be 
engaged in the same or similar  trades or businesses or related  trades or 
businesses,  and (ii) with respect to 50% of its assets,  not more than 5% 
of its assets will be invested in the  securities  of a single  issuer and 
the Fund will not own more than 10% of the outstanding  voting  securities 
of a single  issuer.  Investments in United States  Government  securities 
are  not  subject  to  these  limitations;   while  securities  issued  or 
guaranteed  by foreign  governments  are subject to the above tests in the 
same  manner  as the  securities  of  non-governmental  issuers.  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. 
    

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

   
         1CLIFTON 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.
 
   
         1   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. 
         1 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.
 
   
         <F1> 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. 
         <F1> 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. 
         <F1> 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. 
         <F1> 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.

<F1>"Interested persons" of the Fund under the Investment Company Act of  
1940.  Messrs. Sorrell, Tartikoff and Wolfsheimer and Mes. Bender and  
Roth are affiliated persons of the Fund and its Principal Underwriter. 
<F2>"Interested persons" of the Fund under the Investment Company Act of  
1940.  Messrs. Sorrell, Tartikoff and Wolfsheimer and Mes. Bender and  
Roth are affiliated persons of the Fund and its Principal Underwriter. 
 
    

   
         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 $404. 
         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. 
    

   

                       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.           $6,600           $0             $40,450 
Terrence J. Mollner           $3,063           $0             $40,230 
Rustum Roy                    $7,563           $0             $ 7,600 
D. Wayne Silby                $6,563           $0             $47,965 
Tessa Tennant                 $1,355           $5,250         $ 6,605 
Mohammad Yunus                $4,000           $4,000         $ 4,000 

<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-ADVISORS 
========================================================================== 
   
         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.
    
   
 <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.
    
 
    
         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  base fee,  payable  monthly,  of 0.80% of the 
Fund's  average daily net assets For the 1995 fiscal  period,  the Advisor 
received a fee of $50,418,  reimbursed $12,183,  and voluntarily waived or 
assumed  $3,256 of expenses.  The Advisor may  recapture  from (charge to) 
the Fund any fees  deferred or expenses  reimbursed  through  December 31, 
1996, to the extent  permitted by law. 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. 
         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  Subadvisors  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). 
         The   Fund's   current   Subadvisors   are   described   in   the 
Prospectus.   See   "Management  of  the  Fund."  The  remaining  pool  of 
Sub-Advisors are described below. 
         New  Amsterdam  Partners,  L.P.  is a  mid-cap  value  investment 
manager in New York,  New York.  New Amsterdam  Partners is a quantitative 
investment  firm,   evaluating   investment   opportunities  by  comparing 
expected  investment  returns.  The firm believes that the disciplined use 
of their valuation  techniques,  in conjuunction with fundamental analysis 
of  companies,  is the  key to  understanding  and  maximizing  investment 
returns.  Michelle  Clayman,  General  Partner of New  Amersterdam,  was a 
founding  partner of the  company,  which was  started  in 1986.  Prior to 
co-founding  New  Amsterdam,  Ms.  Clayman was a Vice President of Salomon 
Brothers  in  charge  of  STOCKFACTS,  an  on-line  computer  system  that 
combines  analytical  tools for  equity  analysis  and  databases  and was 
designed and developed by Ms. Clayman.  Ms. Clayman  received her Bachelor 
of Arts from Oxford  University and an MBA from Stanford  University.  She 
is a  Chartered  Financial  Analyst  (CFA)  and is past  President  of the 
Society of  Quantitative  Analysts.  Keith  Graham is Vice  President  and 
Special  Limited  Partner of New Amsterdam.  Before joining the company in 
1987,  Mr.  Graham  was  an  Assistant  Treasurer  at  the  Bankers  Trust 
Company,  first  in  the  Trust  Administration  Group  and  later  in the 
Investment  Management  Consulting Group. Mr. Graham holds an Associate of 
Arts degree from Baruch College. 
         Seneca,    Inc.,   of   Basking   Ridge,   New   Jersey,   is   a 
value-oriented,  medium-to-large  capitalization  equity  manager  with  a 
twelve-year  performance  record.  The firm is majority-owned by six women 
employees and a female  director.  The company  employs a traditional  low 
P/E value  approach  enhanced by portfolio  risk controls and selection of 
only  those   securities   experiencing   upward  revisions  in  analysts' 
earnings  estimates.  Susan Saltus and Sandi Sweeney direct the investment 
effort,  drawing  on more  than 28 years  of  investment  experience.  Ms. 
Saltus,  CFA,  is Chief  Investment  Officer  and has 16 years  investment 
experience.   Ms.  Sweeney  is  a  Portfolio  Manager  and  has  12  years 
investment experience. 
         Sturdivant  & Co.,  Inc.,  of  Clementon,  New  Jersey,  seeks to 
identify   undervalued   companies  or  companies   that  are   undergoing 
significant  changes  that will  enhance  shareholder  value.  The company 
utilizes a  conservative,  disciplined and  consistently-applied  decision 
making  process  designed  to achieve  lower risk than the  market.  Ralph 
Sturdivant  is  Chairman  and CEO who,  prior to  founding  the firm was a 
Vice President at  Prudential-Bache  Securities  and an Account  Executive 
with Merrill Lynch.  Mr.  Sturdivant  holds a Bachelor of Arts from Morgan 
State   University   and  is  a  member  of  the  Financial   Analysts  of 
Philadelphia.   Albert   Sturdivant  is  President  and  CIO,  and  was  a 
principal  and  manager  of  the  capital  markets  division  of  Grigsby, 
Brandford & Company prior to co-founding  Sturdivant & Co. Mr.  Sturdivant 
holds a Bachelor of Science  from Morgan State  University,  and earned an 
MBA from the Wharton Business School of the University of Pennsylvania. 
    

   
Administrative Services 
         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.  For the  1995  fiscal 
period, CASC received $6,251 in administrative fees. 
    
========================================================================== 
                 TRANSFER AND SHAREHOLDER SERVICING AGENT 
========================================================================== 
   
         Calvert  Shareholder  Services,  Inc.  ("CSSI"),  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;  updating of 
shareholder  accounts to reflect  declaration  and  payment of  dividends; 
and  preparing  and  distributing  quarterly  statements  to  shareholders 
regarding  their  accounts.   For  such  services,   Calvert   Shareholder 
Services,  Inc. receives  compensation  based on the number of shareholder 
accounts  and  the  number  of  shareholder  transactions.  During  fiscal 
period 1995, CSSI received $13,179 from the Fund. 
    
========================================================================== 
                          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 (see  below).  For fiscal  period  1995,  CDI  received 
distribution  fees of $21,748 under the Class A Distribution  Plan. Of the 
Class A  distribution  expenses  paid in fiscal 1995,  $11,730 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 the 1995  period,  it  received  net  sales  charges  of 
$23,647. 
         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  (October 31, 1994) to September 30, 1995,  Class C Distribution 
Plan  expenses   totaled   $4,448.   That  amount  was  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. 
    
========================================================================== 
                          PORTFOLIO TRANSACTIONS 
========================================================================== 

         Portfolio  transactions  are  undertaken  on the  basis  of their 
desirability  from an  investment  standpoint.  Investment  decisions  and 
choice of brokers  and dealers  are made by the Fund's  Advisor  under the 
direction and supervision of the Fund's Board of Directors.
   
         The   Fund's   policy   is  to  limit   portfolio   turnover   to 
transactions  necessary  to  carry  out  its  investment  policies  and to 
obtain  cash  for   redemption  of  its  shares.   Depending  upon  market 
conditions,  the Fund's  turnover  expressed as a  percentage  may in some 
years  exceed  100%,  but is not  expected  to exceed  200%.  For the 1995 
fiscal  period,  the portfolio  turnover rates of the Fund was 95%. In all 
transactions,  the Fund seeks to obtain the best price and most  favorable 
execution and selects  broker-dealers  on the basis of their  professional 
capability  and the value and  quality of their  services.  Broker-dealers 
may be  selected  who  provide  the Fund with  statistical,  research,  or 
other   information  and  services.   Such   broker-dealers   may  receive 
compensation  for executing  portfolio  transactions  that is in excess of 
the compensation  another  broker-dealer would have received for executing 
such  transactions,  if the  Advisor  determines  in good  faith that such 
compensation  is  reasonable  in relation to the value of the  information 
and  services  provided.  Although  any  statistical,  research,  or other 
information or services  provided by  broker-dealers  may be useful to the 
Advisor,   its  dollar   value  is   generally   indeterminable   and  its 
availability  or receipt does not materially  reduce the Advisor's  normal 
research  activities or expenses.  During fiscal 1995, no commissions were 
paid  to any  officer  or  director  of  the  Fund,  or to  any  of  their 
affiliates.
     
         The Advisor may also  execute Fund  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. 

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

         Coopers and Lybrand,  L.L.P.,  has been  selected by the Board of 
Directors  to  serve as  independent  accountants  of the Fund for  fiscal 
year 1996.  State Street Bank & Trust Company,  N.A., 225 Franklin Street, 
Boston,  MA 02110  acts 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. 
Neither  custodian has a part in deciding the Fund's  investment  policies 
or the  choice  of  securities  that are to be  purchased  or sold for the 
Fund. 
    
========================================================================== 
                           GENERAL INFORMATION 
========================================================================== 

   
         The Fund was  organized  as a Maryland  Corporation  on  February 
14, 1992. The other series of the Fund is the Calvert Global Equity 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 Fund's audited  financial  statements  included in its Annual 
Report  to   Shareholders   dated   September  30,  1995,   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 Calvert Fund. 
    

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

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

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

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

<PAGE>

                                                                       


                     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.           $6,600           $0             $40,450 
Terrence J. Mollner           $3,063           $0             $40,230 
Rustum Roy                    $7,563           $0             $ 7,600 
D. Wayne Silby                $6,563           $0             $47,965 
Tessa Tennant                 $1,355           $5,250         $ 6,605 
Mohammad Yunus                $4,000           $4,000         $ 4,000 

<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. 
 


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