CALVERT WORLD VALUES FUND INC
485BPOS, 1996-01-31
Previous: PROVIDIAN LIFE & HEALTH INSURANCE CO SEPARATE ACCOUNT V, 497, 1996-01-31
Next: KOPP INVESTMENT ADVISORS INC, 13F-E, 1996-01-31




                                                            Page 1 of ____ 

                                                     SEC Registration Nos. 
                                                    33-45829 and 811-06563 


                    SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D.C. 20549 

                                FORM N-1A 

REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT OF 1933 

   
         Post-Effective Amendment No. 5        XX 
    

                                  and/or 

REGISTRATION STATEMENT UNDER THE 
INVESTMENT COMPANY ACT OF 1940 

   
         Post-Effective Amendment No. 5        XX 
    


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

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

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

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


It is proposed that this filing will become effective 

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

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


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

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

Item number                                 Prospectus Caption 

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

                                            Statement of Additional  
Information Caption 

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

*  Inapplicable or negative answer 



 
                                                                       PART A
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>
                                                                        Part B


   
                     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
    

   
September 30, 1995       Aggregate          Pension or       Total Compensation
(unaudited               Compensation from  Retirement       from Registrant
 numbers)                Registrant for     Benefits Accrued and Fund Complex  
                         service as         as part of       paid to  
Name of Director         Director           Registrant       Directors<F4>
 ............................................Expenses<F3>.......................
John G. Guffey, Jr.      $______            $______          $______ 
Terrence J. Mollner      $______            $______          $______ 
Rustum Roy               $______            $______          $______ 
D. Wayne Silby           $______            $______          $______ 
Tessa Tennant            $______            $______          $______ 
Mohammad Yunus           $______            $______          $______ 
    

========================================================================== 
                   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>
                                                                        Part C


                        PART C. OTHER INFORMATION 

Item 24.  Financial Statements and Exhibits 

         (a)      Financial statements 

                  Financial statements incorporated by reference  
                  to: 

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

         (b)      Exhibits: 

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

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

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

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

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

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

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

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

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

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

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

                  11.      Consent of Independent Accountants to Use of Report. 

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

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

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

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

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


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

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


Item 26.  Number of Holders of Securities 

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

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

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

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

Item 27.  Indemnification 

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

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



Item 28. Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


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

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

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


Item 28. Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


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

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


Item 28. 
Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



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

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

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



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address Capacity 


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

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

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

Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



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



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


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

Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 

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

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

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



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



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

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



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 



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

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



Item 28.  Business and Other Connections of Investment Adviser 

                                    Name of Company, Principal 
Name                                Business and Address      Capacity 


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

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

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



Item 29.  Principal Underwriters 

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

         (b)    Positions of Underwriter's Officers and Directors 

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

Clifton S. Sorrell, Jr.      Director                     President 
                                                          and Director 

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

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

Steven J. Schueth            President                    None 

Karen Becker                 Vice President, Operations   None 

John Poleondakis             Regional Vice President      None 

Lee Mahfouz                  Regional Vice President      None 

Geoff Ashton                 Regional Vice President      None 

Debra Vick                   Regional Vice President      None 

Susan Walker Bender          Assistant Secretary          Assistant Secretary 

Beth-ann Roth                Assistant Secretary          Assistant Secretary 

Katherine Stoner             Assistant Secretary          None 

Lisa Crossley                Compliance Officer           None 

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

         (c)    Inapplicable. 

Item 30.  Location of Accounts and Records 

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

Item 31.  Management Services 

          Not Applicable 

Item 32.  Undertakings 

          a)       Not applicable. 

          b)       Not applicable. 

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



                                SIGNATURES 

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

                                              CALVERT WORLD VALUES  FUND, INC. 

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



                               
                                   SIGNATURES


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


Signature                       Title                       Date 


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


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


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


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


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


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


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


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



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

<PAGE>




                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




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

<PAGE>

                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        Terrence Mollner                      
Witness                                 Name of Trustee/Director

<PAGE>




                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        Rustum Roy                             
Witness                                 Name of Trustee/Director

<PAGE>

                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                     Signature 




                                        D. Wayne Silby                          
Witness                                 Name of Trustee/Director

<PAGE>




                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



August 17, 1994                                                                 
Date                                     Signature 




                                        Tessa Tennant                          
Witness                                 Name of Trustee/Director

<PAGE>

                            POWER OF ATTORNEY 


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

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

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

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

     WITNESS my hand on the date set forth below. 



May 2, 1994                                                                 
Date                                    Signature 




                                        Mohammad Yunus                         
Witness                                 Name of Trustee/Director

<PAGE>








<PAGE>

                                                                Exhibit 10 


                                            January 30, 1996 


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


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


Ladies and Gentlemen: 


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

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


                                    Sincerely, 

                                    Susan Walker Bender 
                                    Associate General Counsel 




                        CONSENT OF INDEPENDENT ACCOUNTANTS

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








                                   COOPERS & LYBRAND, L.L.P.

Baltimore, Maryland
January 16, 1996





                      Rule 18f-3 Multiple Class Plan 


                        Calvert World Values Fund 


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

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

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

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

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

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

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

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

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

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


Dated:  January 25, 1996 

                                
                                   EXHIBIT I

                        Calvert World Values Fund 



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


Global Equity Fund          4.75%             0.35%             1.00% 

Capital Accumulation Fund   4.75%             0.35%             1.00% 









© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission