CALVERT WORLD VALUES FUND INC
497, 1997-02-04
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PROSPECTUS
January 31, 1997
    

CALVERT 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 one or more
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, 1997) 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 OF THE FUND,
THE VALUE MAY BE HIGHER OR LOWER THAN THE AMOUNT ORIGINALLY PAID.


FUND EXPENSES

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

    Maximum Contingent Deferred Sales Charge None                 None

   
B   Annual Fund Operating Expenses (fiscal
    year 1996)
    (as a percentage of average net assets)
    Management Fees                          0.90%                0.90%
    Rule 12b-1 Service and Distribution Fees
                                             0.35%                1.00%
    Other Expenses                           0.91%                1.52%
    Total Fund Operating Expenses<F1>        2.16%                3.42%


<F1> Net Fund Operating Expenses after reduction for fees paid indirectly were:
    Class A 1.98%, Class C 3.24%.
    

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           $68              $112              $158              $285

Class C           $35              $105              $178              $370
    

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 Fund's investments and business affairs.
Management fees include the subadvisory fee paid by Calvert Asset Management
Company, Inc. (the "Advisor") to the various sub-advisors 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. 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. In addition
to the  compensation  itemized  above (sales  charge and Rule 12b-1  service and
distribution  fees),  certain   broker/dealers  and/or  their  salespersons  may
receive  certain  compensation  for the sale and  distribution of the securities
or for  services  to the Fund.  See the  Statement  of  Additional  Information,
"Method of Distribution".
    



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
                                                       September 30, 1996


Net asset value, beginning of period                        $21.48
Income from investment operations
  Net investment income (loss)                                (.24)
  Net realized and unrealized gain (loss)                     1.88
    Total from investment operations                          1.64
Distributions from
  Net investment income                                         -- 
  Net realized gains                                          (.57) 
    Total Distributions                                       (.57)
Total increase (decrease) in net asset value                  1.07
Net asset value, ending                                     $22.55

Total return<F4>                                              7.92%
Ratio to average net assets:
  Net investment income (loss)                               (1.56%)
  Total expenses<F5>                                          2.16%
  Net expenses                                                1.98%
  Expenses reimbursed                                           --
Portfolio turnover                                             114%
Average commission (rate paid)                                $.06
Net assets, ending (in thousands)                           $39,834
Number of shares outstanding, ending (in thousands)           1,767 


<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; such reductions are included in the ratio of net expenses.

(a) Annualized



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


Net asset value, beginning of period                        $15.00
Income from investment operations
  Net investment income (loss)                                (.11)
  Net realized and unrealized gain (loss)                     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, ending                                     $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                                          .05%(a)
Portfolio turnover                                              95%
Average commission (rate paid)                                  --
Net assets, ending (in thousands)                           $16,111
Number of shares outstanding, ending (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; such reductions are included in the ratio of net expenses.

(a) Annualized
    

   
                                                        Class C Shares
                                                        September 30, 1996


Net asset value, beginning of period                        $21.55
Income from investment operations
  Net investment income (loss)                                (.55)
  Net realized and unrealized gain (loss)                     1.91
    Total from investment operations                          1.36
Distributions from
  Net investment income                                         --
  Net realized gains                                           (.57)
    Total Distributions                                        (.57)
Total increase (decrease) in net asset value                    .79
Net asset value, ending                                      $22.34

Total return<F4>                                               6.56%
Ratio to average net assets:
  Net investment income (loss)                                (2.82%)
  Total expenses<F5>                                           3.42%
  Net expenses                                                 3.24%
  Expenses reimbursed                                            --
Portfolio turnover                                               114%
Average commission (rate paid)                                 $.06
Net assets, ending (in thousands)                             $3,164
Number of shares outstanding, ending (in thousands)              142


<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; such reductions are included in the ratio of net expenses.

(a) Annualized

    

   

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


Net asset value, beginning of period                        $15.00
Income from investment operations
  Net investment income (loss)                                (.15)
  Net realized and unrealized gain (loss)                     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, ending                                     $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                                         2.79%(a)
Portfolio turnover                                              95%
Average commission (rate paid)                                   --
Net assets, ending (in thousands)                            $1,992
Number of shares outstanding, ending (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; such reductions are included in the ratio of net expenses.

(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 one or more 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. 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
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 Subadvisors 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
Subadvisors attempt 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:

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


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 Subadvisors.
    

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

(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. 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 returns 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 "return without
maximum sales load" do not reflect deduction of the sales charge. You should
consider these 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.
    

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 International 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, 1996, Calvert Group managed and administered assets in
excess of $5.0 billion and more than 218,882 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 Subadvisors.

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, 1996, pursuant to the Investment Advisory Agreement,
the Advisor received an investment advisory fee of 0.80% of the Fund's
respective average daily net assets. As of January 1, 1997, the Advisor may
earn (or have its fee reduced by) a performance adjustment based on the extent
to which performance of the Fund exceeds or trails the Standard & Poor's 400
Mid-Cap Index:
    

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

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

   
The Advisor may in its discretion defer its fees or assume the Fund's
operating expenses. The Investment Advisory Agreement provides that the
Advisor may recapture through December 31, 1996, any fees it deferred or
expenses it assumed.

The Fund uses a multi-manager approach

The Fund has a pool of six investment subadvisors ("Subadvisors") to manage
the Fund's assets. The asterisks indicate those subadvisors currently managing
the Fund's assets.


Subadvisor                                  Ownership
*Brown Capital                              African American
*Fortaleza Asset Management                 Hispanic/Women
Apodaca                                     Hispanic American
New Amsterdam                               Women
Seneca, Inc.                                Women
Sturdivant                                  African American

The Advisor will select which  Subadvisors  will manage the Fund's 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.  Each firm has  selected  a
performance  index  against which it will be measured with respect to payment of
a performance fee, as explained in the next section.

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.  Its performance  index is a blend:  60%
Russell 1000 Growth and 40% Russell 2000.

         Eddie C. 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  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.

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. Its performance index is the Russell 2000.

         Ms.  Margarita  Perez is the founder,  President and Portfolio  Manager
of Fortaleza,  and has over 14 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 totaling in excess of $100 million.

         Ms.  Perez is a native of Puerto  Rico.  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,  and the
National Association of Securities  Professionals.  She is also a trustee of the
Chicago Historical Society.


         The  Fund's  remaining  pool  of  Sub-Advisors  are  described  in  the
Statement of Additional Information. See "Investment Advisor and Sub-Advisors".
    

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,
provides certain administrative services to the Fund, 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 two classes of shares:

Class A Shares - Front End Load Option

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

Class C shares - Level Load Option

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

Class C shares have higher expenses 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, while payments under Class C Distribution Plan are 1.00% of the
average daily net asset value of Class C shares.
    

Considerations for deciding which class of shares to buy

   
     Income  distributions  paid by the Fund with respect to 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
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
                                                                   Dealers asa %
                                  As a % of       As a % of Net    of Amount
Amount of Investment              Offering Price  Amount 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%*


   
*Payments will be made less redemptions.  For either choice, quarterly
trailing commissions will begin in the thirteenth month. CDI reserves the
right to recoup any portion of the amount paid to the dealer if the investor
redeems some or all of the shares from the Fund within twelve 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, 1996,
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, 1996, 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 
                   P.O. Box 419739                 P.O. Box 419544
                   Kansas City, MO                 Kansas City, MO        
                   64105-6739                      64179-6542
                   

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

Through Your Broker        $2,000 minimum         $250 minimum

At the Calvert             Visit the Calvert Branch Office to make investments
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.

   
All of your purchases must be made in U.S. dollars and checks must be drawn on
U.S. banks. No cash will be accepted. The Fund reserves the right to suspend
the offering of shares for a period of time or to reject any specific purchase
order. If your check does not clear, your purchase will be canceled and you
will be charged a $10 fee plus costs incurred by the Fund. When you purchase
by check or with Calvert Money Controller, those funds will be on hold for up
to 10 business days from the date of receipt. During that period, the proceeds
of redemptions against those funds will be held until the transfer agent is
reasonably satisfied that the purchase payment has been collected. To avoid
this collection period, you can wire federal funds from your bank, which may
charge you a fee. Check purchases received at the branch location will be
credited the next business day. Any check purchase received without an
investment slip may cause delayed crediting.
    

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

   
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.
    

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.


         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.

   
         You may exchange shares on which you have already paid a sales charge
at Calvert Group and shares acquired by reinvestment of dividends or
distributions into another fund at no additional charge. You may exchange
Class C shares for shares of another fund, but you will have to pay the
front-end sales charge, if applicable.
    

         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, 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 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 17. 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 20. 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.
    

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 underSection 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, 1997

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

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

TDD for Hearing-Impaired:
                         800-541-1524

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

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

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

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




Table of Contents

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

<PAGE>

   
PROSPECTUS
January 31, 1997
    


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


INVESTMENT OBJECTIVE

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

PURCHASE INFORMATION

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

ADVISORS

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

TO OPEN AN ACCOUNT

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

ABOUT THIS PROSPECTUS

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

   
A Statement of Additional Information (dated January 31,
1997) for the Fund has been filed with the Securities and
Exchange Commission and is incorporated by reference.
This free Statement is available upon request from the
Fund: 800-368-2748.
    

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

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


FUND EXPENSES

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

   
B.  Annual Fund Operating Expenses - Fiscal
    Year 1996

    Management Fees                          1.10%         1.10%
    Rule 12b-1 Service and Distribution Fees
                                             0.25%         1.00%
    Other Expenses                           0.60%         0.98%
    Total Fund Operating Expenses<F1>        1.95%         3.08%
    

<F1>  Net Fund Operating Expenses after reduction for fees paid indirectly were:
    Class A 1.81%, Class C 2.93%.




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           $66              $106             $148             $264


Class C           $31               $95              $162            $339
    

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

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

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

      B. Annual Fund Operating Expenses. Management Fees are paid by the Fund
to Calvert Asset Management Company, Inc. ("Investment Advisor") for managing
the Fund's investments and business affairs. Management fees include the
Sub-Advisory fee paid by the Investment Advisor to Murray Johnstone
International, Ltd., ("Sub-Advisor"), and the Administrative Service fee paid
to Calvert Administrative Services Company. The Fund incurs Other Expenses for
maintaining shareholder records, furnishing shareholder statements and
reports, and other services. Management Fees and Other Expenses have already
been reflected in the Fund's daily share price and are not charged directly to
individual shareholder accounts. Please refer to "Management of the Fund" for
further information.

   
      The Advisor may voluntarily defer fees or assume expenses of the Fund.
For the year ended September 30, 1996, no fees were waived and no expenses
were reimbursed. The Investment Advisory Agreement provides that the Advisor
may later, to the extent permitted by law, recapture any fees it deferred or
expenses it assumed during the two prior years; provided, however, that total
Annual Fund Operating Expenses for Class A shall not exceed 2.00% of average
net assets during any year in which the Advisor elects to exercise the
recapture provision. The above table reflects these agreements, although there
was no recapture of fees in fiscal year 1996.

          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. In addition
to the  compensation  itemized  above (sales  charge and Rule 12b-1  service and
distribution  fees),  certain   broker/dealers  and/or  their  salespersons  may
receive  certain  compensation  for the sale and  distribution of the securities
or for  services  to the Fund.  See the  Statement  of  Additional  Information,
"Method of Distribution".
    

   
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., independent accountants, whose report on
the period from July 2, 1992, (commencement of operations) through September
30, 1996, is included in the Annual Report to Shareholders of the Fund. The
table should be read in conjunction with the financial statements and their
related notes. The current Annual Report to Shareholders is incorporated by
reference into the Statement of Additional Information.
    


   
                                                  Class A Shares
                                                  Year Ended
                                                  September 30, 1996

Net asset value, beginning                           $17.62
Income from investment operations
  Net investment income                                 .04
  Net realized and unrealized gain (loss)              1.53
Total from investment operations                       1.57
Distributions from
  Net investment income                                (.13)
  Excess of net investment income                        --
  Net realized gains                                   (.44)
    Total Distributions                                (.57)
Total increase (decrease) in net asset value           1.00
Net asset value, ending                              $18.62


Total return<F4>                                       9.22%
Ratio to average net assets:
  Net investment income (loss)                          .23%
  Total expenses<F5>                                   1.95%
  Net expenses                                         1.81%
  Expenses reimbursed and/or waived                      --
Portfolio turnover                                       96%
Average commission rate paid                           $.03
Net assets, end of period (in thousands)            $194,032
Number of shares outstanding,
  ending (in thousands)                               10,422

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



   
                                                  Class A Shares
                                                  Year Ended
                                                  September 30, 1995

Net asset value, beginning of period                 $17.99
Income from investment operations
  Net investment income                                 .11
  Net realized and unrealized gain (loss)               .38
Total from investment operations                        .49
Distributions from
  Net investment income                                  -- 
  Excess of net investment income                        -- 
  Net realized gains                                   (.86)
    Total Distributions                                (.86)
Total increase (decrease) in net asset value           (.37)
Net asset value, ending                              $17.62

Total return<F4>                                       3.19%
Ratio to average net assets:
  Net investment income (loss)                          .68%
  Total expenses<F5>                                  $1.93
  Net expenses                                        $1.79
  Expenses reimbursed and/or waived                      --
Portfolio turnover                                       73%
Average commission rate paid                             --
Net assets, end of period (in thousands)            $191,586
Number of shares outstanding,
  ending (in thousands)                               10,876


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


   
                                                  Class A Shares
                                                  Year Ended
                                                  September 30, 1994

Net asset value, beginning of period                 $16.35
Income from investment operations
  Net investment income                                  --
  Net realized and unrealized gain (loss)              2.14
Total from investment operations                       2.14
Distributions from
  Net investment income                                (.03)
  Excess of net investment income                      (.04)
  Net realized gains                                   (.43)
    Total Distributions                                (.50)
Total increase (decrease) in net asset value           1.64
Net asset value, ending                              $17.99

Total return<F4>                                      13.44%
Ratio to average net assets:
  Net investment income (loss)                         (.04%)
  Total expenses<F5>                                     --
  Net expenses                                         1.96%
  Expenses reimbursed and/or waived                     .04%
Portfolio turnover                                       78%
Average commission rate paid                             --
Net assets, end of period (in thousands)            $175,543
Number of shares outstanding,
  ending (in thousands)                                9,755


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

   
                                                  Class A Shares
                                                  Year Ended
                                                  September 30, 1993

Net asset value, beginning of period                 $14.31
Income from investment operations
  Net investment income                                 .08
  Net realized and unrealized gain (loss)              2.04
Total from investment operations                       2.12
Distributions from
  Net investment income                                (.05)
  Excess of net investment income                        --
  Net realized gains                                   (.03)
    Total Distributions                                (.08)
Total increase (decrease) in net asset value           2.04
Net asset value, ending                              $16.35

Total return<F4>                                      14.95%
Ratio to average net assets:
  Net investment income (loss)                          .80%
  Total expenses<F5>                                     --
  Net expenses                                         1.50%
  Expenses reimbursed and/or waived                     .20%
Portfolio turnover                                       35%
Average commission rate paid                             --
Net assets, end of period (in thousands)             $54,280
Number of shares outstanding,
  ending (in thousands)                                3,319

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




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

Net asset value, beginning of period                 $15.00
Income from investment operations
  Net investment income                                 .02 
  Net realized and unrealized gain (loss)              (.71)
Total from investment operations                       (.69)
Distributions from
  Net investment income                                  -- 
  Excess of net investment income                        -- 
  Net realized gains                                     --
    Total Distributions                                  --
Total increase (decrease) in net asset value           (.69)
Net asset value, ending                              $14.31

Total return<F4>                                      (4.60%)
Ratio to average net assets:
  Net investment income (loss)                         1.23%(a)
  Total expenses<F5>                                     --
  Net expenses                                         1.01%(a)
  Expenses reimbursed and/or waived                     .60%(a) 
Portfolio turnover                                        --
Average commission rate paid                              -- 
Net assets, end of period (in thousands)             $8,440
Number of shares outstanding,
  ending (in thousands)                                 590


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

   
                                                  Class C Shares
                                                  Year Ended
                                                  September 30, 1996



Net asset value, beginning of period                 $17.28
Income from investment operations
  Net investment income                                (.15) 
  Net realized and unrealized gain (loss)              1.51
Total from investment operations                       1.36
Distributions from
  Net investment income                                  -- 
  Excess of net investment income                        -- 
  Net realized gains                                   (.44)
    Total Distributions                                (.44)
Total increase (decrease) in net asset value            .92
Net asset value, ending                              $18.20
Total return<F4>                                       
                                                       8.07%
Ratio to average net assets:
  Net investment income (loss)                         (.88%)
  Total expenses<F5>                                   3.08%
  Net expenses                                         2.93%
  Expenses reimbursed and/or waived                      -- 
Portfolio turnover                                       96%
Average commission rate paid                           $.03 
Net assets, end of period (in thousands)              $6,779
Number of shares outstanding,  
  ending (in thousands)                                  373


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



   
                                            Class C Shares
                                            Year Ended
                                            September 30, 1995


Net asset value, beginning of period                 $17.86
Income from investment operations
  Net investment income                                (.05)
  Net realized and unrealized gain (loss)               .32
Total from investment operations                        .27
Distributions from
  Net investment income                                  -- 
  Excess of net investment income                        -- 
  Net realized gains                                   (.85)
    Total Distributions                                (.85)
Total increase (decrease) in net asset value           (.58)
Net asset value, ending                              $17.28

Total return<F4>                                       1.95%
Ratio to average net assets:
  Net investment income (loss)                         (.47%)
  Total expenses<F5>                                   3.12%
  Net expenses                                         2.99%
  Expenses reimbursed and/or waived                     .13%
Portfolio turnover                                       73%
Average commission rate paid                             -- 
Net assets, end of period (in thousands)             $6,061
Number of shares outstanding,
  ending (in thousands)                                 351


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


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

Net asset value, beginning of period               $18.24
Income from investment operations
  Net investment income                              (.06)
  Net realized and unrealized gain (loss)            (.32)
Total from investment operations                     (.38)
Distributions from
  Net investment income                                 -- 
  Excess of net investment income                       -- 
  Net realized gains                                    -- 
    Total Distributions                                 -- 
Total increase (decrease) in net asset value         (.38)
Net asset value, ending                            $17.86

Total return<F4>                                    (1.27%)
Ratio to average net assets:
  Net investment income (loss)                      (1.16%)(a)
  Total expenses<F5>                                    --
  Net expenses                                       3.32%(a)
  Expenses reimbursed and/or waived                   .50%(a)
Portfolio turnover                                     78%
Average commission rate paid                           -- 
Net assets, end of period (in thousands)             $3,620
Number of shares outstanding,
  ending (in thousands)                                 203

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

INVESTMENT OBJECTIVE AND POLICIES

Investment Objective

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

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

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

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

The Fund makes investments in various countries. Under normal circumstances,
business activities in a number of different foreign countries will be
represented in the Fund's investments. The Fund may, from time to time, have
more than 25% of its assets invested in any major industrial or developed
country which in the view of the Sub-Advisor poses no unique investment risk.
The Sub-Advisor considers an investment in a given foreign country to have "no
unique investment risk" if the Fund's investment in that country is not
disproportionate to the relative size of the country's market versus the
Morgan Stanley Capital International Europe-Far East-Asia (EFEA) or World
Index or other comparable index, and if the capital markets in that country
are mature, and of sufficient liquidity and depth. Under exceptional economic
or market conditions, the Fund may invest substantially all of its assets in
only one or two countries, or in U.S. government obligations. As an operating
policy, the Fund will limit its investment in securities of U.S. issuers,
excluding special equities and High Social Impact Investments, to 5% of the
Fund's net assets.
    

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

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

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

Debt obligations

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

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

Foreign Government Securities

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

RISK FACTORS

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

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

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

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

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

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

INVESTMENT TECHNIQUES and RELATED RISKS

   
The Fund may write covered call options and purchase call and put options on
securities and security indices, and may write secured put options and enter
into option transactions on foreign currency. It may also engage in
transactions in financial futures contracts and related options for hedging
purposes, and invest in warrants, stock rights and repurchase agreements. If
the Subadvisor judges market conditions incorrectly or employs a strategy that
does not correlate well with the Fund's investments, or if the counterparty to
the transaction does not perform as promised, these techniques could result in
a loss. These techniques may increase the volatility of the Fund and may
involve a small investment of cash relative to the magnitude of the risk
assumed. These investment techniques and the related risks are described in
more detail in the Statement of Additional Information.
    

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.


Purchasing Call and Put Options, Warrants and Stock Rights

   
The Fund may invest up to an aggregate of 5% of its total assets in
exchange-traded or over-the-counter call and put options on securities and
securities indices and foreign currencies. Purchases of such options may be
made for the purpose of hedging against changes in the market value of the
underlying securities or foreign currencies. The Fund may invest in call and
put options whenever, in the opinion of the Advisor or Sub-Advisor, a hedging
transaction is consistent with its investment objectives.
    

Repurchase agreements

   
Repurchase agreements are arrangements under which the Fund buys securities
and the seller simultaneously agrees to repurchase the securities at a
specified time and price. The Fund may engage in repurchase agreements to earn
a higher rate of return than it could earn simply by investing in the
obligation which is the subject of the repurchase agreement. If the seller
defaults on its obligation to repurchase and the value of the underlying
security declines, the Fund may incur a loss and may incur expenses in selling
the underlying security. In order to minimize the risk of investing in
repurchase agreements, the Portfolio may engage in such transactions only with
recognized securities dealers and banks and in all instances holds underlying
securities with a value equal to the total repurchase price the dealer or bank
has agreed to pay. Repurchase agreements are always for periods of less than
one year, and are considered illiquid if not terminable within seven days.

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 10% of the Fund's assets. Any such loans must be secured continuously
in the form of cash or cash equivalents such as U.S. Treasury bills; the
amount of the collateral must on a current basis equal or exceed the market
value of the loaned securities, and the Fund must be able to terminate such
loans upon notice at any time. The Fund will exercise its right to terminate a
securities loan in order to preserve its right to vote upon matters of
importance affecting holders of the securities.

The advantage of such loans is that the Fund continues to receive the
equivalent of the interest earned or dividends paid by the issuers on the
loaned securities while at the same time earning interest on the cash or
equivalent collateral which may be invested in accordance with the Fund's
investment objective, policies and restrictions.

Securities loans are usually made to broker-dealers and other financial
institutions to facilitate their delivery of such securities. As with any
extension of credit, there may be risks of delay in recovery and possibly loss
of rights in the loaned securities should the borrower of the loaned
securities fail financially. However, the Fund will make loans of its
portfolio securities only to those firms the Advisor or Sub-Advisor deems
creditworthy and only on such terms the Advisor or Sub-Advisor believes should
compensate for such risk. On termination of the loan the borrower is obligated
to return the securities to the Fund. The Fund will realize any gain or loss
in the market value of the securities during the loan period. The Fund may pay
reasonable custodial fees in connection with the loan.

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

High Social Impact Investments

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

Special Equities and Private Placements

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

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

SOCIAL SCREENS

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

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

   
The Fund currently observes the following operating policies which may be
changed by the Fund's Board of Directors without shareholder approval: (1) the
Fund actively seeks to invest in companies that achieve excellence in both
financial return and environmental soundness, selecting issuers that take
positive steps toward preserving and enhancing our natural environment through
their operations and products, and avoiding companies with poor environmental
records; (2) the Fund seeks to invest in companies with positive labor
practices. The Fund avoids investing in companies that demonstrate a pattern
of engaging in forced, compulsory, or child labor. In addition, we seek to
invest in companies that hire and promote women and ethnic minorities; respect
the right to form unions; comply, at a minimum, with domestic hour and wage
laws; and provide good health and safety standards; (3) the Fund will not
invest in issuers which the Advisor or Sub-Advisor ascertains contribute to
human rights abuses in other countries; (4) the Fund will not invest in
producers of nuclear power or nuclear weapons, or companies with more than 10%
of revenues derived from the production or sale of weapons systems; and (5)
the Fund will not invest in companies which derive more than 10% of revenues
from the production of alcohol or tobacco products, and actively seeks to
invest in companies whose products or services improve the quality of or
access to health care, including public health and preventative medicine.

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

TOTAL RETURN

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

   
Total return is calculated separately for each class. It includes not only the
effect of income dividends but also any change in net asset value, or
principal amount, during the stated period. The total return of a class shows
its overall change in value, including changes in share price and assuming all
of the class' dividends and capital gain distributions are reinvested. A
cumulative total return reflects the class' performance over a stated period
of time. An average annual total return reflects the hypothetical annual
compounded return that would have produced the same cumulative total return if
the performance had been constant over the entire period. Because average
annual returns tend to smooth out variations in the returns, you should
recognize that they are not the same as actual year-by-year results. Both
types of returns 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 "return without
maximum sales load" do not reflect deduction of the sales charge. You should
consider these 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.
    

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 service
    

The Fund is a series of Calvert World Values Fund, Inc., an open-end
diversified management investment company organized as a Maryland corporation
on February 14, 1992. Prior to June 1, 1996, the series operated under the
name of Calvert World Value Global Equity Fund. The other series of Calvert
World Values Fund, Inc. is Calvert Capital Accumulation Fund.

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

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

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

Portfolio Manager

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

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

 Calvert Group, Ltd., parent of the Fund's investment advisor, transfer agent,
and distributor, is a subsidiary of Acacia Mutual Life Insurance Company of
Washington, D.C. Calvert Group is one of the largest investment management
firms in the Washington, D.C. area. Calvert Group, Ltd. and its subsidiaries
are located at 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814.
As of December 31, 1996, Calvert Group managed and administered assets in
excess of $5.0 billion and more than 219,882 shareholder and depositor
accounts.

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

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

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

   
The Investment Advisory Agreement between the Fund and the Advisor provides
that the Advisor is entitled to an annual fee, payable monthly, of 1.00% of
the Fund's average daily net assets. For the year ended September 30, 1996,
the Advisor received fees of 1.00% of the Fund's average daily net assets. 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
later, to the extent permitted by law, recapture any fees it deferred, or
expenses it assumed during the two prior years. During the 1996 fiscal year,
the Advisor did not recapture fees.

The Investment Sub-Advisory Agreement between the Advisor and the Sub-Advisor
provides that the Sub-Advisor is entitled to a sub-advisory fee of 0.45% of
the Fund's average daily net assets managed by the Sub-Advisor. The
Sub-Advisor's fee is paid by the Advisor, not the Fund.

Calvert Administrative Services Company provides administrative services for
the Fund

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

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

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

   
The transfer agent keeps your account records
    

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

SHAREHOLDER GUIDE

Opening An Account

You can buy shares of the Fund in several ways.

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

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

Alternative Sales Options

The Fund offers two classes of shares:

Class A Shares - Front End Load Option

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

Class C shares - Level Load Option

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

Class C shares have higher expenses

   
The Fund bears some of the costs of selling its shares under Distribution
Plans adopted with respect to its Class A and Class C shares pursuant to Rule
12b-1 under the 1940 Act. Payments under the Class A Distribution Plan are
limited to 0.35% annually of the average daily net asset value of Class A
shares, while payments under the Class C Distribution Plan are 1.00% of the
average daily net asset value of Class C shares.


Considerations for deciding which class of shares to buy

Income distributions for Class A shares will probably be higher than those for
Class C shares, as a result of the distribution expenses described above. (See
also "Total Return.") You should consider Class A shares if you qualify for a
reduced sales charge under Class A 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
                                                                  Dealers as a %
                                    As a % of       As a % of Net    of Amount
                                    Offering Price  Amount Invested  Invested
Amount of Investment

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


   
*Payments will be made less redemptions.  For either choice, quarterly
trailing commissions will begin in the thirteenth month. CDI reserves the
right to recoup any portion of the amount paid to the dealer if the investor
redeems some or all of the shares from the Fund within twelve months of the
time of purchase.
    

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

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

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

Class A Distribution Plan

   
The Fund has adopted a Distribution Plan with respect to its Class A shares
(the "Class A Distribution Plan"), which provides for payments at a maximum
annual rate of 0.35% of the average daily net asset value of Class A shares,
to pay expenses associated with the distribution and servicing of Class A
shares. Amounts paid by the Fund to CDI under the Class A Distribution Plan
are used to pay to dealers and others, including CDI salespersons who service
accounts, service fees at an annual rate of up to 0.25% of the average daily
net asset value of Class A shares, and to pay CDI for its marketing and
distribution expenses, including, but not limited to, preparation of
advertising and sales literature and the printing and mailing of prospectuses
to prospective investors. During the fiscal year ended September 30, 1996, the
Fund paid Class A Distribution Plan expenses of 0.25% of average net assets.
    

   
     Each of the Distribution Plans may be terminated at any time by vote of the
Independent  Directors or by vote of a majority of the outstanding voting shares
of the respective  class.  Payments pursuant to a Distribution Plan are included
in the operating expenses of the class. Payments pursuant to a Distribution Plan
are included in the operating expenses of the class.
    

Class C Shares

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

Class C Distribution Plan

   
The Fund has adopted a Distribution Plan with respect to its Class C shares
(the "Class C Distribution Plan"), which provides for payments at an annual
rate of up to 1.00% of the average daily net asset value of Class C shares, to
pay expenses of the distribution and servicing of Class C shares. Amounts paid
by the Fund under the Class C Distribution Plan are currently used by CDI to
pay dealers and other selling firms quarterly compensation at an annual rate
of up to 0.75%, plus a service fee, as described above under "Class A
Distribution Plan," of up to 0.25% of the average daily net asset value of
each share sold by such others. For the fiscal year ended September 30, 1996,
the Fund paid Class C Distribution Plan expenses of 1.00% of average net
assets.
    

Arrangements with Broker-Dealers and Others

   
CDI may also pay additional concessions, including non-cash promotional
incentives, such as merchandise or trips, to dealers employing registered
representatives who have sold or are expected to sell a minimum dollar amount
of shares of the Fund and/or shares of other funds underwritten by CDI. CDI
may make expense reimbursements for special training of a dealer's registered
representatives, advertising or equipment, or to defray the expenses of sales
contests. All such payments will be in compliance with NASD rules. Dealers or
others may receive different levels of compensation depending on which class
of shares they sell.
    

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

Method             New Accounts                            AdditionalInvestments

By Mail           $2,000 minimum                          $250 minimum
                       
                  Please make your check                  Please make your check
                  payable to the Fund                     payable to theFund
                  and mail it with your                   and mail it with your
                  application to:                         investment slipto:

                  Calvert Group                           Calvert Group
                  P.O. Box 419544                         P.O.Box 419739
                  Kansas City, MO                         KansasCity, MO
                  64141-6544                              64141-6739

By Registered, Certified, or Overnight Mail:
                  Calvert Group                           CalvertGroup
                  c/o NFDS, 6th Floor                     c/o NFDS, 6thFloor
                  1004 Baltimore                          1004Baltimore
                  Kansas City, MO                         KansasCity, MO
                  64105-180764105-1807

Through Your Broker     $2,000 minimum                    $250 minimum


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

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

   
WHEN YOUR ACCOUNT WILL BE CREDITED


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

     All of your purchases must be made in U.S. dollars and checks must be drawn
on U.S. banks. No cash will be accepted.  The Fund reserves the right to suspend
the offering of shares for a period of time or to reject any  specific  purchase
order. If your check does not clear, your purchase will be canceled and you will
be charged a $10 fee plus costs incurred by the Fund. When you purchase by check
or with  Calvert  Money  Controller,  those  funds  will be on hold for up to 10
business  days from the date of receipt.  During that  period,  the  proceeds of
redemptions  against  those  funds  will be held  until  the  transfer  agent is
reasonably satisfied that the purchase payment has been collected. To avoid this
collection  period,  you can wire federal funds from your bank, which may charge
you a fee. Check purchases  received at the branch location will be credited the
next business day. Any check purchase  received  without an investment  slip may
cause delayed crediting.

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

EXCHANGES

   
     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.

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

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


     Complete and sign an application  for an account in that fund,  taking care
to register your new account in the same name and taxpayer identification number
as your existing Calvert account(s).  Exchange instructions may then be given by
telephone  if you have not declined  telephone  transaction  privileges  and the
shares are not in  certificate  form. See "Selling Your Shares" and "How to Sell
Your Shares-- By Telephone, and--By Exchange to Another Calvert Group Fund."

   
     You may  exchange  shares on which you have  already paid a sales charge at
Calvert Group and shares acquired by reinvestment of dividends or  distributions
into another fund at no additional  charge.  You may exchange Class C shares for
shares of another fund, but you will have to pay the front-end sales charge,  if
applicable.
    

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

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

OTHER CALVERT GROUP SERVICES

Calvert Information Network

24 hour yield and prices

   
     Calvert Group has a  round-the-clock  telephone  service that lets existing
customers  obtain  prices,   performance  information,   account  balances,  and
authorize certain transactions.
Calvert Money Controller
    

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

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

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

   
Telephone Transactions


Calvert may record all telephone calls
    

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

   
     Complete the account  application for the easiest way to establish services
    

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

Householding of General Mailings

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

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

Special Services and Charges

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

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

Tax-Saving Retirement Plans

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

     Calvert  Group can set up your new account in the Fund under one of several
tax-deferred  plans.  These plans let you invest for retirement and shelter your
investment  income from current taxes.  Minimums may differ from those listed in
the chart on page 18. Also,  reduced sales  charges may apply.  See "Exhibit A -
Reduced Sales Charges." 
    

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

     Qualified Profit-Sharing and Money-Purchase Plans (including 401(k) Plans):
available to  self-employed  people and their partners,  or to corporations  and
their employees.
        
     Simplified  Employee  Pension Plan  (SEP-IRA):  available to  self-employed
people and their partners,  or to corporations.  Salary reduction  pension plans
(SAR-SEP IRAs) are also available to employers with 25 or fewer employees.

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

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

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

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

   
Minimum account balance is $1,000
    

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

By Mail To:

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

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

Type of Registration
Requirements

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


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

By Telephone

     Please  call  800-368-2745.  You may  redeem  shares  from your  account by
telephone  and have your money  mailed to your  address of record or wired to an
address  or bank you have  previously  authorized.  A charge of $5 is imposed on
wire  transfers of less than  "Telephone  Transactions"  on page 21. If for any
reason you are unable to reach the Fund by telephone,  whether due to mechanical
difficulties,  heavy  market  volume,  or  otherwise,  you  may  send a  written
redemption  request to the Fund by overnight  mail,  or, if your account is held
through a broker, see "Through Your Broker" below.

Calvert Money Controller

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

Exchange to Another Calvert
Group Fund

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

Systematic Check Redemptions

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

Through your Broker

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

DIVIDENDS AND TAXES

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

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


Dividend Payment Options

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

"Buying a Dividend"

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

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

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


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

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

Taxpayer Identification Number, Back-up Withholding

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

EXHIBIT A

REDUCED SALES CHARGES (CLASS A ONLY)

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

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

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

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

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

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

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

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

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

     Dividends  and Capital Gain  Distributions  from other Calvert Group Funds.
You may  prearrange to have your dividends and capital gain  distributions  from
another  Calvert  Group Fund  automatically  invested  in your  account  with no
additional sales charge.

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

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


   
To Open an Account:
     800-368-2748
                                                  Prospectus
 
                                                  January 31, 1997
 

 
                                                  CALVERT WORLD
                                                  VALUES FUND, INC.
 
                                                  International
                                                  Equity Fund
                                                     

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

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

TDD for Hearing Impaired:
800-541-1524

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


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

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

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


Table of Contents

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

<PAGE>







                        CALVERT WORLD VALUES FUND, INC.
                           CAPITAL ACCUMULATION FUND


   
     Statement of Additional Information January 31, 1997


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                         8           
                  Purchase and Redemption of Shares              10            
                  Reduced Sales Charges (Class A)                11             
                  Net Asset Value                                11           
                  Calculation of Total Return                    11             
                  Advertising                                    12             
                  Dividends and Taxes                            13             
                  Directors and Officers                         15             
                  Investment Advisor and Subadvisors             17             
                  Transfer   and   Shareholder   Servicing           
                  Agent                                          19            
                  Portfolio Transactions                         21             
                  Independent Accountants and Custodians         21             
                  Financial Statements                           22            
                  Appendix                                       22            

<PAGE>


STATEMENT OF ADDITIONAL INFORMATION-January 31, 1997


                       CALVERT 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 Services: (800) 368-2746                    TDD for the Hearing- 
                  (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, 1997, 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:

                            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
particular  months  in the  future  at a  specified  price.  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 against  anticipated changes in the
market  value of  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.
         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,  or  in  unrated   securities
determined  by the  Advisor to be  comparable  to  securities  rated  below BBB.
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 and 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.

   
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.
    


                            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 "return  without  maximum  sales  load"  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 "return  without  maximum
sales load" which do not reflect  deduction of the sales charge.  Return without
maximum  sales  load,  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 return without maximum sales
load,  P = the  entire  $1,000  hypothetical  initial  investment  and  does not
reflect  deduction  of any sales  charge.  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, 1996, are as follows:

                 Class A Shares            Class A Shares        Class C Shares 
                 Without Maximum           Total Return          Total Return 
                 Sales Load Return         With Maximum              
                                           Sales Load
                    
One Year          7.92%                     2.80%                   6.56%       
Since Inception  25.61%                    22.45%                  24.90% 
                                   
    


         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;  or 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.
    


                             DIRECTORS AND OFFICERS


   
     <F1> CLIFTON S. SORRELL, JR., Chairman and Director.  Mr. Sorrell serves as
President,  Chief Executive Officer and Vice Chairman of Calvert Group, Ltd. and
as an officer and director of each of its affiliated companies. He is a director
of  Calvert-Sloan  Advisers,  L.L.C.,  and a  trustee/director  of  each  of the
investment companies in the Calvert Group of Funds. Age: 54.
         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. Age: 47.
         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. DOB: 12/13/44.
         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. DOB: 7/3/24.
     <F1> 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. Age: 47.
         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.
DOB: 5/29/59.
         MOHAMMAD YUNUS,  Director.  Mr. Yunus is a Managing Director of Grameen
Bank in Bangladesh.  Address:  Grameen Bank, Mirpur Two, Dhaka 1216, Bangladesh.
DOB: 6/28/40.
     <F1> 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. Age: 46.
     <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. Age: 48.
     <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. Age: 45.
     <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. Age: 43.
     <F1>  SUSAN  WALKER  BENDER,  Esq.,  Assistant  Secretary.  Ms.  Bender  is
Associate  General  Counsel  of  Calvert  Group  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. DOB: 01/29/59.
     <F1> KATHERINE STONER, Esq.,  Assistant Secretary.  Ms. Stoner is Assistant
Counsel  of  Calvert  Group  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. DOB: 10/21/56.
     <F1> LISA CROSSLEY,  Esq.,  Assistant Secretary and Compliance Officer. Ms.
Crossley  is  Assistant  Counsel of Calvert  Group 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. DOB: 12/31/61.
     <F1> IVY WAFFORD DUKE,  Esq.,  Assistant  Secretary.  Ms. Duke is Assistant
Counsel  of  Calvert  Group  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. DOB: 09/07/68.

<F1>  Officers and Trustees deemed to be "interested persons" of the Fund under
the Investment Company Act of 1940, by virtue of their affiliation with the 
Fund's Advisor.
         
     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  1996,  Directors  of the Fund not  affiliated  with the
Fund's Advisor were paid aggregate fees and expenses of $2,366.
         Directors  of the  Fund not  affiliated  with the  Fund's  Advisor  may
elect to defer  receipt of all or a percentage  of their fees and invest them in
any  fund  in  the  Calvert  Family  of  Funds  through  the  Trustees  Deferred
Compensation  Plan (shown as "Pension or Retirement  Benefits Accrued as part of
Fund  Expenses,"  below).  Deferral  of the fees is  designed  to  maintain  the
parties  in the same  position  as if the fees  were  paid on a  current  basis.
Management  believes  this will have a negligible  effect on the Fund's  assets,
liabilities,  net assets,  and net income per share,  and will ensure that there
is no duplication of advisory fees.

                          Director Compensation Table


Fiscal Year 1996         Aggregate         Pension or        Total Compensation
(unaudited numbers)      Compensation      Retirement         from Registrant
                         from Registrant   Benefits Accrued   and Fund Complex  
                         for service       as part of         paid to 
                         as Director       Registrant         Directors<F3>
                                           Expenses<F2>
Name of Director

John G. Guffey, Jr.        $319              $0                  $49,433       
Terrence J. Mollner        $0                $0                  $44,109    
Rustum Roy                 $0                $0                  $ 8,750     
D. Wayne Silby             $297              $0                  $56,398    
Tessa Tennant              $0                $0                  $ 5,750    
Mohammad Yunus             $0                $0                  $ 9,750     
                                                                              
                                 
<F2>  No Directors has chosen to defer a portion of their compensation as of
September 30, 1996.
 
<F3> As of December 31, 1996, the Fund Complex consists of nine (9) registered
investment companies.

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

    
                      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.
         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.  For
the 1996 fiscal period,  the Advisor  received a fee of $243,241.  There were no
expenses  reimbursed  or fees  voluntarily  waived.  The Advisor  may  recapture
through  December  31,  1996,  from  (charge  to) the Fund any fees  deferred or
expenses  reimbursed.  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 Fund's current  Subadvisors  are described in the  Prospectus.  See
"Management  of the Fund." The  remaining  pool of  Sub-Advisors  are  described
below.

     Apodaca  Investment Group,  Capital  Management,  Inc.:  Apodaca Investment
Group,  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.  Its
performance index is the Russell 2000.

         Jerry 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.

New Amsterdam Partners,  L.P.: 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  conjunction  with  fundamental  analysis  of
companies, is the key to understanding and maximizing investment returns.

         Michelle  Clayman,  General  Partner of New  Amsterdam,  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 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.

Seneca,  Inc.: 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 over 15 years' investment  experience.  Ms. Sweeney
is a Portfolio Manager and has over 10 years' investment experience.

Sturdivant  & Co.,  Inc.:  Sturdivant & Co.,  Inc.,  of  Clementon,  New Jersey,
seeks to identify  undervalued  companies  or companies  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  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. For the
1996 fiscal period, CASC received $30,405 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.  During  fiscal  period 1996,  CSSI
received $134,497 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).  For  fiscal  period  1996,  CDI  received  distribution  fees of
$96,724  under  the  Class A  Distribution  Plan.  Of the  Class A  distribution
expenses paid in fiscal 1996,  $59,568 was used to compensate  dealers for their
share distribution  promotional  services,  and 45,103 was used for Advertising.
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.
For the 1996 period, it received net sales charges of $151,785.
         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.  For
the fiscal year 1996, Class C Distribution  Plan expenses totaled $27,695.  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.
         Certain  broker-dealers,  and/or other persons may receive compensation
from the investment advisor,  underwriter,  or their affiliates for the sale and
distribution  of the securities or for services to the Fund.  Such  compensation
may  include  additional  compensation  based on assets held  through  that firm
beyond the regularly  scheduled  rates, and finder's fee payments to firms whose
representatives   are  responsible  for  soliciting  a  new  account  where  the
accountholder does not choose to purchase through that firm.
    

                             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 and 1996,  fiscal  periods,  the portfolio
turnover  rates of the Fund were 95% and  114%.  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.  During fiscal year 1996,
$177,000 in aggregate brokerage commissions were paid to broker-dealers.
         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
1997. 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 International 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,  1996,  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.



<PAGE>

                                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:


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



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

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

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

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

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

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

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

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

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

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


                                                                               
Dealer                                                Name of Investor(s)


By                                                                             
     Authorized Signer                                Address


                                                                               
Date                                                  Signature of Investor(s)


                                                                               
Date                                                  Signature of Investor(s)

<PAGE>


   
                        Calvert World Values Fund, Inc.
                           International Equity Fund


                      Statement of Additional Information
                                January 31, 1997
    



INVESTMENT ADVISOR                            TRANSFER AGENT          
Calvert Asset Management Company, Inc.        Calvert Shareholder Services, Inc
4550 Montgomery Avenue                        4550 Montgomery Avenue      
Suite 1000N                                   Suite 1000N         
Bethesda, Maryland 20814                      Bethesda, Maryland 20814 
                                                                               
INDEPENDENT ACCOUNTANTS                       PRINCIPAL UNDERWRITER            
Coopers & Lybrand, L.L.P.                     Calvert Distributors, Inc.       
217 Redwood Street                            4550 Montgomery Avenue          
Baltimore, Maryland 21202-3316                Suite 1000N                    
                                              Bethesda, Maryland 20814        
                                                                                
                                                   

   
                             TABLE OF CONTENTS

                  Investment Objective                            1
                  Investment Restrictions                         9
                  Investment Selection Process                   12
                  Dividends, Distributions and Taxes             13
                  Net Asset Value                                14
                  Calculation of Total Return                    15
                  Purchase and Redemption of Shares              15
                  Reduced Sales Charges (Class A)                17
                  Advertising                                    17
                  Directors and Officers                         18
                  Investment Advisor and Sub-Advisor             20
                  Method of Distribution                         22
                  Transfer and Shareholder Servicing Agent       23
                  Portfolio Transactions                         23
                  Independent Accountants and Custodians         24
                  General Information                            24
                  Financial Statements                           24
                  Appendix                                       25

    

<PAGE>

   
STATEMENT OF ADDITIONAL INFORMATION-January 31, 1997
    

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


New Account   (800) 368-2748                   Shareholder (800) 368-2745
Information:  (301) 951-4820                   Services:   (301) 951-4810

                                              TDD for the Hearing-
Broker        (800) 368-2746                  Impaired:    (800) 541-1524  
Services:     (301) 951-4850
                                  
                        

   
         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, 1997,  which may be obtained free
of charge by writing the Fund at the above address or calling the Fund.
    


                              INVESTMENT OBJECTIVE

   
         Calvert  World  Values  Fund,  Inc.,  International  Equity  Fund  (the
"Fund") seeks to achieve a high total return  consistent with  reasonable  risk,
by  investing   primarily  in  a  globally   diversified   portfolio  of  equity
securities.  To the extent  possible,  investments are made in enterprises  that
make a significant  contribution  to our global  society  through their products
and services and through the way they do business.

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

American and European Depositary Receipts
         Many  foreign   securities  are  represented  by  American   Depositary
Receipts   ("ADRs"),   or  other  receipts   evidencing   ownership  of  foreign
securities,  such as  International  Depositary  Receipts and Global  Depositary
Receipts.  ADRs are  U.S.  dollar-denominated  and are  traded  in the  U.S.  on
exchanges or over the counter.  ADRs do not  eliminate  all the risk inherent in
investing in the securities of foreign  issuers.  However,  by investing in ADRs
rather  than  directly  in  foreign  issuers'  stock,  the Fund may  avoid  some
currency  risks and  liquidity  risks  during the  settlement  period for either
purchases or sales.  The  information  available for ADRs is subject to the more
uniform  and  more  exacting   accounting,   auditing  and  financial  reporting
standards  of the  domestic  market or  exchange  on which they are  traded.  In
general,  there is a large,  liquid  market in the U.S. for many ADRs.  The Fund
may also invest in European  Depositary  Receipts  ("EDRs"),  which are receipts
evidencing  an  arrangement  with a European  bank  similar to that for ADRs and
are  designed  for  use  in  the  European  securities  markets.  EDRs  are  not
necessarily denominated in the currency of the underlying security.
    

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

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

   

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

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

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

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

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

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

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

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

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


   
Closing out a Futures Position -- Risks. The Fund may close out its position
in a futures contract or an option on a futures contract only by entering into
an offsetting transaction on the exchange on which the position was
established and only if there is a liquid secondary market for the futures
contract. If it is not possible to close a futures position entered into by
the Fund, the Fund could be required to make continuing daily cash payments of
variation margin in the event of adverse price movements. In such situations,
if the Fund has insufficient cash, it may have to sell portfolio securities to
meet daily margin requirements at a time when it would be disadvantageous to
do so. The inability to close futures or options positions could have an
adverse effect on the Fund's ability to hedge effectively. There is also risk
of loss by the Fund of margin deposits in the event of bankruptcy of a broker
with whom the Fund has an open position in a futures contract. The success of
a hedging strategy depends on the Sub-Advisor's ability to predict the
direction of interest rates and other economic factors. The correlation is
imperfect between movements in the prices of futures or options contracts, and
the movements of prices of the securities which are subject to the hedge. If
the Fund used a futures or options contract to hedge against a decline in the
market, and the market later advances (or vice-versa), the Fund may suffer a
greater loss than if it had not hedged.


Foreign Currency  Transactions.  Forward Foreign Currency Exchange Contracts.  A
forward foreign currency  exchange  contract  involves an obligation to purchase
or sell a specific  currency at a future date,  which may be any fixed number of
days  ("Term")  from the date of the contract  agreed upon by the parties,  at a
price set at the time of the  contract.  These  contracts  are  traded  directly
between currency traders (usually large commercial banks) and their customers.
         The Fund will not enter into such  forward  contracts or maintain a net
exposure in such  contracts  where it would be obligated to deliver an amount of
foreign  currency in excess of the value of its portfolio  securities  and other
assets  denominated  in  that  currency.  The  Sub-Advisor  believes  that it is
important to have the  flexibility to enter into such forward  contracts when it
determines that to do so is in the Fund's best interests.
         Foreign  Currency  Options.  A foreign  currency  option  provides  the
option buyer with the right to buy or sell a stated  amount of foreign  currency
at the exercise price at a specified  date or during the option  period.  A call
option gives its owner the right,  but not the obligation,  to buy the currency,
while a put option gives its owner the right,  but not the  obligation,  to sell
the currency.  The option  seller  (writer) is obligated to fulfill the terms of
the option sold if it is  exercised.  However,  either seller or buyer may close
its  position  during  the  option  period  for such  options  any time prior to
expiration.
         A  call  rises  in  value  if  the  underlying  currency   appreciates.
Conversely,  a put rises in value if the underlying currency depreciates.  While
purchasing  a foreign  currency  option can protect the Fund  against an adverse
movement  in the value of a foreign  currency,  it does not limit the gain which
might  result  from a  favorable  movement  in the value of such  currency.  For
example,  if the Fund was  holding  securities  denominated  in an  appreciating
foreign  currency and had  purchased a foreign  currency put to hedge  against a
decline in the value of the  currency,  it would not have to  exercise  its put.
Similarly,  if the Fund had  entered  into a  contract  to  purchase  a security
denominated in a foreign  currency and had purchased a foreign  currency call to
hedge  against a rise in the value of the  currency but instead the currency had
depreciated  in value between the date of purchase and the  settlement  date, it
would not have to  exercise  its call but could  acquire in the spot  market the
amount of foreign currency needed for settlement.
         Foreign  Currency  Futures  Transactions.  The  Fund  may  use  foreign
currency futures  contracts and options on such futures  contracts.  Through the
purchase or sale of such  contracts,  it may be able to achieve many of the same
objectives  attainable  through the use of foreign currency  forward  contracts,
but more effectively and possibly at a lower cost.
         Unlike forward foreign currency  exchange  contracts,  foreign currency
futures  contracts  and  options  on  foreign  currency  futures  contracts  are
standardized  as to  amount  and  delivery  period  and are  traded on boards of
trade and  commodities  exchanges.  It is  anticipated  that such  contracts may
provide  greater   liquidity  and  lower  cost  than  forward  foreign  currency
exchange contracts.
         The value of the Fund's assets as measured in United States dollars
may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations, and the Fund may incur costs
in connection with conversions between various currencies. The Fund will
conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. These contracts are traded directly between
currency traders (usually large commercial banks) and their customers.
         When the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may want to establish the
United States dollar cost or proceeds, as the case may be. By entering into a
forward contract in United States dollars for the purchase or sale of the
amount of foreign currency involved in the underlying security transaction,
the Fund is able to protect itself against a possible loss between trade and
settlement dates resulting from an adverse change in the relationship between
the United States dollar and such foreign currency. However, this tends to
limit potential gains which might result from a positive change in such
currency relationships. The Fund may also hedge its foreign currency exchange
rate risk by engaging in currency financial futures and options transactions.
         When the Advisor or the Sub-Advisor believes that the currency of a
particular foreign country may suffer a substantial decline against the United
States dollar, it may enter into a forward contract to sell an amount of
foreign currency approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. The forecasting of
short-term currency market movement is extremely difficult and whether such a
short-term hedging strategy will be successful is highly uncertain.
         It is impossible to forecast with precision the market values of
portfolio securities at the expiration of a contract. Accordingly, it may be
necessary for the Fund to purchase additional currency on the spot market (and
bear the expense of such purchase) if the market value of the security is less
than the amount of foreign currency the Fund is obligated to deliver when a
decision is made to sell the security and make delivery of the foreign
currency in settlement of a forward contract. Conversely, it may be necessary
to sell on the spot market some of the foreign currency received upon the sale
of the portfolio security if its market value exceeds the amount of foreign
currency the Fund is obligated to deliver.
         If  the  Fund  retains  the  portfolio   security  and  engages  in  an
offsetting  transaction,  it will incur a gain or a loss (as described below) to
the extent  that there has been  movement  in forward  contract  prices.  If the
Fund engages in an  offsetting  transaction,  it may  subsequently  enter into a
new  forward  contract  to sell the  foreign  currency.  Should  forward  prices
decline  during the period  between the Fund  entering  into a forward  contract
for the sale of a foreign  currency  and the date it enters  into an  offsetting
contract for the purchase of the foreign  currency,  it would  realize  gains to
the extent the price of the  currency  it has agreed to sell  exceeds  the price
of the currency it has agreed to purchase.  Should forward prices increase,  the
Fund would  suffer a loss to the extent the price of the  currency it has agreed
to purchase  exceeds the price of the  currency it has agreed to sell.  Although
such  contracts  tend to minimize the risk of loss due to a decline in the value
of the hedged  currency,  they also tend to limit any potential gain which might
result  should  the  value  of such  currency  increase.  The  Fund  may have to
convert its  holdings of foreign  currencies  into United  States  dollars  from
time  to  time.  Although  foreign  exchange  dealers  do not  charge  a fee for
conversion,  they do realize a profit  based on the  difference  (the  "spread")
between the prices at which they are buying and selling various currencies.
    

                            INVESTMENT RESTRICTIONS


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

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

<PAGE>

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

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

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

                          INVESTMENT SELECTION PROCESS


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


                      DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

                                NET ASSET VALUE

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

                          CALCULATION OF TOTAL RETURN

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

                                P(1 + T)n = ERV


where P = a  hypothetical  initial  payment of  $1,000;  T = total  return;  n =
number  of  years;  and ERV = the  ending  redeemable  value  of a  hypothetical
$1,000 payment made at the beginning of the period.
         Total  return is  historical  in nature and is not intended to indicate
future  performance.  All total return  quotations  reflect the deduction of the
maximum  sales  charge,  except  quotations of "return  without  maximum load,"
which do not deduct sales  charge.  Total  returns for the Fund's shares for the
periods indicated are as follows:

Periods Ended               Class A           Class A             Class C     
September 30, 1996          Return            Average Annual      Average Annual
                            without Maximum   Total Return        Total Return 
                            Load              with Maximum Load
   
One year                    9.22%             4.02%               8.07%        


From date of inception<F1>  8.00%             7.07%               2.96%        
                                                                               
                                                                      
 <F1> June 29, 1992, for Class A and March 1, 1994, for Class C.

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


                       PURCHASE AND REDEMPTION OF SHARES


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


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


                                  ADVERTISING
   
         The Fund or its  affiliates  may provide  information  such as, but not
limited   to,  the   economy,   investment   climate,   investment   principles,
sociological   conditions  and  political   ambiance.   Discussion  may  include
hypothetical  scenarios  or  lists  of  relevant  factors  designed  to aid  the
investor in  determining  whether  the Fund is  compatible  with the  investor's
goals.  The Fund may list  portfolio  holdings or give  examples  or  securities
that may have been  considered for inclusion in the  Portfolio,  whether held or
not.
         The Fund or its  affiliates  may supply  comparative  performance  data
and rankings  from  independent  sources such as  Donoghue's  Money Fund Report,
Bank  Rate  Monitor,  Money,  Forbes,  Lipper  Analytical  Services,  Inc.,  CDA
Investment  Technologies,   Inc.,  Wiesenberger  Investment  Companies  Service,
Russell 2000/Small Stock Index, Mutual Fund Values Morningstar  Ratings,  Mutual
Fund Forecaster,  Barron's,  The Wall Street Journal, and Schabacker  Investment
Management,  Inc.,  including other socially responsible  investment  companies,
and  unmanaged  market  indices  such as Morgan  Stanley  Capital  International
World Index or  Europe-Far  East-Asia  Index.  Such  averages  generally  do not
reflect any front- or  back-end  sales  charges  that may be charged by Funds in
that  grouping.  The Fund  may  also  cite to any  source,  whether  in print or
on-line, such as Bloomberg,  in order to acknowledge origin of information.  The
Fund  may  compare  itself  or its  portfolio  holdings  to  other  investments,
whether or not issued or regulated by the securities  industry,  including,  but
not limited  to,  certificates  of deposit and  Treasury  notes.  The Fund,  its
Advisor,  and its affiliates  reserve the right to update  performance  rankings
as new rankings become available.
         Calvert  Group is the  leading  family of socially  responsible  mutual
funds,  both  in  terms  of  socially   responsible  mutual  fund  assets  under
management,  and number of socially  responsible  mutual fund portfolios offered
(source:  Social Investment Forum,  September 30, 1996).  Calvert Group was also
the first to offer a family of socially responsible mutual fund portfolios.
    

                             DIRECTORS AND OFFICERS
   
     <F1> CLIFTON S. SORRELL, JR., Chairman and Director.  Mr. Sorrell serves as
President,  Chief Executive Officer and Vice Chairman of Calvert Group, Ltd. and
as an officer and director of each of its affiliated companies. He is a director
of  Calvert-Sloan  Advisers,  L.L.C.,  and a  trustee/director  of  each  of the
investment companies in the Calvert Group of Funds. Age: 54.
         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. Age: 47.
         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. DOB: 12/13/44.
         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. DOB: 7/3/24.
     <F1> 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. Age: 47.
         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.
DOB: 5/29/59.
         MOHAMMAD YUNUS,  Director.  Mr. Yunus is a Managing Director of Grameen
Bank in Bangladesh.  Address:  Grameen Bank, Mirpur Two, Dhaka 1216, Bangladesh.
DOB: 6/28/40.
     <F1> 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. Age: 46.
     <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. Age: 48.
     <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. Age: 45.
     <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. Age: 43.
     <F1>  SUSAN  WALKER  BENDER,  Esq.,  Assistant  Secretary.  Ms.  Bender  is
Associate  General  Counsel  of  Calvert  Group  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. DOB: 01/29/59.
     <F1> KATHERINE STONER, Esq.,  Assistant Secretary.  Ms. Stoner is Assistant
Counsel  of  Calvert  Group  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. DOB: 10/21/56.
     <F1> LISA CROSSLEY,  Esq.,  Assistant Secretary and Compliance Officer. Ms.
Crossley  is  Assistant  Counsel of Calvert  Group 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. DOB: 12/31/61.
     <F1> IVY WAFFORD DUKE,  Esq.,  Assistant  Secretary.  Ms. Duke is Assistant
Counsel  of  Calvert  Group  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. DOB: 09/07/68. 

<F1> Officers and Trustees deemed to be "interested persons" of the Fund under
the Investment Company Act of 1940, by virtue of their affiliation with the 
Fund's Advisor.

    


   
         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.
         Messrs.  Guffey  and  Silby  serve on the  Fund's  High  Social  Impact
Investments  Committee  which assists the Fund in identifying,  evaluating,  and
selecting  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.  Messrs.  Guffey, Silby, Sorrell, and Roy
serve  on the  Fund's  Special  Equities  Committee  which  assists  the Fund in
identifying,   evaluating,   and   selecting   appropriate   private   placement
investment   opportunities  for  the  Fund  that  are  not  high  social  impact
investments.
         During  fiscal  1996,  Directors  of the Fund not  affiliated  with the
Fund's Advisor were paid aggregate fees and expenses of $54,432.
         Directors  of the  Fund not  affiliated  with the  Fund's  Advisor  may
elect to defer  receipt of all or a percentage  of their fees and invest them in
any  fund  in  the  Calvert  Family  of  Funds  through  the  Trustees  Deferred
Compensation  Plan (shown as "Pension or Retirement  Benefits Accrued as part of
Fund  Expenses,"  below).  Deferral  of the fees is  designed  to  maintain  the
parties  in the same  position  as if the fees  were  paid on a  current  basis.
Management  believes  this will have a negligible  effect on the Fund's  assets,
liabilities,  net assets,  and net income per share,  and will ensure that there
is no duplication of advisory fees.
    

                          Director Compensation Table

   
Fiscal Year 1996       Aggregate       Pension or Retirement  Total    
(unaudited numbers)    Compensation    Benefits Accrued       Compensation     
                       from Registrant as part of             from Registrant
                       for service     of Registrant          and Fund Complex
                       as Director     Expenses<F2>        paid to Directors<F3>

Name of Director

John G. Guffey, Jr.      $8,750           $0                     $49,433      
Terrence J. Mollner      $9,714           $0                     $44,109   
Rustum Roy               $8,750           $0                     $ 8,750   
D. Wayne Silby           $7,750           $0                     $56,398   
Tessa Tennant            $0               $5,750                 $ 5,750   
Mohammad Yunus           $0               $9,750                 $ 9,750   
                                                                              
 
     <F2> Ms.  Tennant  has chosen to defer a portion of her  compensation.  Her
total deferred compensation,  including dividends and capital appreciation,  was
$6,173.48 as of September 30, 1996. Mr. Yunus has also chosen to defer a portion
of his compensation.  His total deferred  compensation,  including dividends and
capital appreciation, was $21,004.63 as of September 30, 1996.
 
<F3>As of December 31, 1996, the Fund Complex consists of nine (9) registered
investment companies.

    

                       INVESTMENT ADVISOR AND SUB-ADVISOR

   
         The Fund's  Investment  Advisor is Calvert  Asset  Management  Company,
Inc., 4550 Montgomery Avenue, 1000N,  Bethesda,  Maryland 20814, a subsidiary of
Calvert  Group Ltd.,  which is a  subsidiary  of Acacia  Mutual  Life  Insurance
Company of Washington, D.C. ("Acacia Mutual").
         The  Advisory  Contract  between  the Fund and the  Advisor was entered
into  on May  21,  1992,  and  will  remain  in  effect  indefinitely,  provided
continuance  is  approved  at least  annually  by the vote of the  holders  of a
majority of the  outstanding  shares of the Fund or by the Board of Directors of
the Fund; and further provided that such  continuance is also approved  annually
by the vote of a majority  of the  trustees  of the Fund who are not  parties to
the  Contract or  interested  persons of parties to the  Contract or  interested
persons of such parties,  cast in person at a meeting  called for the purpose of
voting on such  approval.  The Contract  may be  terminated  without  penalty by
either party upon 60 days' prior written  notice;  it  automatically  terminates
in the event of its assignment.
         Under the  Contract,  the  Advisor  provides  investment  advice to the
Fund and oversees its  day-to-day  operations,  subject to direction and control
by the Fund's Board of Directors. For its services, the Advisor receives
an  annual  fee of 1.00% of the  Fund's  average  daily  net  assets  up to $250
million,  0.975% of the next  $250  million,  and  0.925% on assets in excess of
$500 million.  The Advisor may voluntarily  defer its fees or assume expenses of
the Fund.  During  fiscal year 1994,  no fees were waived and $4,980 of expenses
were  reimbursed  for Class C Shares.  During  fiscal  year  1995,  no fees were
waived and the Advisor  received  fees of  $1,871,430.  During fiscal year 1996,
no fees were waived and the Advisor  received  fees of  $1,971,329.  The Advisor
may  recapture  from  (charge to) the Fund for such  expenses  incurred  through
December  31,  1993,  provided  that such  recapture  would not cause the Fund's
aggregate  expenses to exceed an annual  expense  limit of 2.00%,  and that such
recapture  shall be made to the  Advisor  only  from the  two-year  period  from
January 1, 1994,  through  December 31, 1995. The Advisor may voluntarily  agree
to  further  defer  its fees or assume  Fund  expenses  from  January  1,  1994,
through December 31, 1995,  ("Additional  Deferral/Assumption  Period").  If so,
the  Advisor  may  recapture  from  (charge  to) the Fund for any such  expenses
incurred during the Additional  Deferral/Assumption  Period,  provided that such
recapture  would not cause the  Fund's  aggregate  expenses  to exceed an annual
expense  limit of 2.00%,  and that such  recapture  shall be made to the Advisor
only from the two-year  period from  January 1, 1995 through  December 31, 1996.
Each year's  current  advisory fees (incurred in that year) will be paid in full
before  any  recapture  for a prior  year is  applied.  Recapture  then  will be
applied  beginning with the most recent year first.  For the 1994 fiscal period,
the  Advisor  recaptured  $45,532 of fees it had  deferred  in 1992 from Class A
Shares. No fees were recaptured during 1995 or 1996.
         The  Fund's  Sub-Advisor  is  Murray  Johnstone   International,   Ltd.
("Sub-Advisor" or "Murray  Johnstone").  Pursuant to an Investment  Sub-Advisory
Agreement with the Advisor,  the Sub-Advisor  determines  investment  selections
for the Fund.  For its  services,  the  Sub-Advisor  receives an annual fee from
the Advisor of 0.45% of the Fund's  average  daily net assets  under  management
by the  Sub-Advisor  up to $250 million,  0.425% on the next $250  million,  and
0.40% on assets in excess of $500 million.
         Through  85  years   experience   in  investment   management,   Murray
Johnstone has developed a wealth of expertise in  international  markets and has
grown  into one of the  largest  independent  investment  manager  in  Scotland.
Founded in 1907 and  headquartered  in  Glasgow,  Murray  Johnstone  has evolved
into a diversified  group with offices on three  continents  and over $6 billion
under  management.  In 1989,  responding  to growing  investment  opportunities,
Murray Johnstone  International  Limited was registered as an investment advisor
with the  United  States  Securities  and  Exchange  Commission.  They have U.S.
offices in Chicago and Minneapolis.
         Calvert  Administrative  Services Company ("CASC",  an affiliate of the
Advisor,  has  been  retained  by the  Fund to  provide  certain  administrative
services  necessary to the conduct of its affairs,  including the preparation of
regulatory filings and shareholder  reports,  the daily determination of its net
asset value per share and  dividends,  and the  maintenance of its portfolio and
general  accounting  records.  For  providing  such  services,  CASC receives an
annual fee from the Fund of 0.10% of the Fund's  average daily net assets,  with
a minimum  annual fee of $40,000.  For fiscal year 1994,  1995,  and 1996,  CASC
received  $110,078,  $187,143,  and $197,133,  respectively,  in  administrative
fees.
         The  Advisor   provides  the  Fund  with  investment   supervision  and
management,  administrative  services,  office  space,  furnishes  executive and
other  personnel  to the  Fund,  and may pay Fund  advertising  and  promotional
expenses.  The  Advisor  reserves  the  right to  compensate  broker-dealers  in
consideration of their  promotional or  administrative  services.  The Fund pays
all  other   administrative  and  operating  expenses,   including:   custodial,
registrar,  dividend  disbursing  and transfer  agency  fees;  federal and state
securities   registration  fees;  salaries,  fees  and  expenses  of  directors,
executive  officers and employees of the Fund, who are not "affiliated  persons"
of the Advisor or the Sub-Advisor  within the meaning of the Investment  Company
Act of 1940;  insurance premiums;  trade association dues; legal and audit fees;
interest,  taxes and other  business  fees;  expenses  of  printing  and mailing
reports,  notices,  prospectuses,  and proxy  material to  shareholders;  annual
shareholders'  meeting  expenses;  and  brokerage  commissions  and other  costs
associated with the purchase and sale of portfolio securities.
    

                             METHOD OF DISTRIBUTION

   
         The Fund has  entered  into an  agreement  with  Calvert  Distributors,
Inc.  ("CDI") whereby CDI, acting as principal  underwriter for the Fund,  makes
a  continuous  offering  of the Fund's  securities  on a "best  efforts"  basis.
Under the terms of the agreement,  CDI is entitled to receive  reimbursement  of
distribution  expenses  pursuant  to the  Distribution  Plan.  For fiscal  years
1994,  1995, and 1996,  CDI received  distribution  fees of $251,452,  $454,763,
and $476,884,  respectively,  under the Class A Distribution  Plan. Of the Class
A distribution  expenses paid in fiscal 1996,  $402,705,  was used to compensate
dealers  for their share  distribution  promotional  services,  $55,589 was used
for  advertising,  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 1994,  1995,  and 1996,  CDI  received  net sales
charges of $526,194, $163,702, and $157,897, respectively.
         Pursuant to Rule 12b-1 under the  Investment  Company Act of 1940,  the
Fund has adopted  Distribution  Plans (the  "Plans")  which  permits the Fund to
pay certain  expenses  associated  with the  distribution  of its  shares.  Such
expenses  may not  exceed,  on an  annual  basis,  0.35% of the  Fund's  Class A
average  daily  net  assets.  Expenses  under  the  Fund's  Class C Plan may not
exceed,  on an annual  basis,  1.00% of the average daily net assets of Class C.
For the period from  inception  (March 1, 1994) to September  30, 1994,  Class C
Distribution  Plan  expenses  totaled  $9,889.  In  1995,  Class C  Distribution
expenses  were $52,378.  In 1996,  Class C  Distribution  expenses were $63,792.
Fiscal year 1996,  Class C  Distribution  Plan  expenses  were used  entirely to
compensate dealers distributing shares, and to compensate the underwriter.
         The  Fund's   Distribution   Plans  were   approved  by  the  Board  of
Directors,  including  the  Directors  who are not  "interested  persons" of the
Fund (as that term is defined  in the  Investment  Company  Act of 1940) and who
have no direct or indirect  financial  interest in the operation of the Plans or
in any  agreements  related to the Plans.  The selection  and  nomination of the
Directors  who are not  interested  persons  of the  Fund  is  committed  to the
discretion of such  disinterested  Directors.  In  establishing  the Plans,  the
Directors  considered  various factors  including the amount of the distribution
expenses.  The Directors  determined that there is a reasonable  likelihood that
the Plans will benefit the Fund and its shareholders.
         The  Plans  may  be   terminated   by  vote  of  a   majority   of  the
non-interested  Directors who have no direct or indirect  financial  interest in
the Plans, or by vote of a majority of the  outstanding  shares of the Fund. Any
change in the Plans that would  materially  increase  the  distribution  cost to
the  Fund  requires   approval  of  the  shareholders  of  the  affected  class;
otherwise,  the Plans may be amended by the  Directors,  including a majority of
the  non-interested  Directors as described  above.  The Plans will  continue in
effect  for  successive   one-year  terms  provided  that  such  continuance  is
specifically  approved  by (i) the vote of a majority of the  Directors  who are
not  parties to the Plans or  interested  persons of any such party and who have
no direct or indirect  financial  interest in the Plans,  and (ii) the vote of a
majority of the entire Board of Directors.
         Apart from the Plans,  the Advisor and CDI, at their own  expense,  may
incur costs and pay expenses  associated with the  distribution of shares of the
Fund.
         Certain  broker-dealers,  and/or other persons may receive compensation
from the investment advisor,  underwriter,  or their affiliates for the sale and
distribution  of the securities or for services to the Fund.  Such  compensation
may  include  additional  compensation  based on assets held  through  that firm
beyond the regularly  scheduled  rates, and finder's fee payments to firms whose
representatives   are  responsible  for  soliciting  a  new  account  where  the
accountholder does not choose to purchase through that firm.


                    TRANSFER AND SHAREHOLDER SERVICING AGENT


         Calvert  Shareholder  Services,  Inc., a subsidiary  of Calvert  Group,
Ltd.,  and  Acacia  Mutual,  has been  retained  by the Fund to act as  transfer
agent,   dividend  disbursing  agent  and  shareholder  servicing  agent.  These
responsibilities  include:  responding to shareholder inquiries and instructions
concerning  their  accounts;  crediting  and debiting  shareholder  accounts for
purchases  and  redemptions  of Fund shares and  confirming  such  transactions;
daily updating of  shareholder  accounts to reflect  declaration  and payment of
dividends;  and preparing and distributing  quarterly statements to shareholders
regarding their accounts.  For its fiscal years ended September 30, 1994,  1995,
and 1996,  the Fund paid Calvert  Shareholder  Services,  Inc. fees of $284,177,
$432,466, and $535,888, respectively.
    

                             PORTFOLIO TRANSACTIONS
   
         Fund  transactions  are  undertaken on the basis of their  desirability
from an investment  standpoint.  Investment  decisions and the choice of brokers
and dealers are made by the Fund's Advisor and  Sub-Advisor  under the direction
and supervision of the Fund's Board of Directors.
         Broker-dealers  who  execute  portfolio  transactions  on behalf of the
Fund are selected on the basis of their  professional  capability  and the value
and  quality  of  their  services.  The Fund may pay  brokerage  commissions  to
broker-dealers  who  provide  the  Fund  with  statistical,  research,  or other
information   and  services.   Although  any   statistical   research  or  other
information and services  provided by such  broker-dealers  may be useful to the
Advisor and the  Sub-Advisor,  the dollar value of such information and services
is generally  indeterminable,  and its availability or receipt does not serve to
materially reduce the Advisor's or Sub-Advisor's  normal research  activities or
expenses.  During fiscal years 1994, and 1995, no  commissions  were paid to any
officer or director of the Fund,  or to any of their  affiliates.  During fiscal
year  1996,   $177,000  in  aggregate   brokerage   commissions   were  paid  to
broker-dealers.
         The Advisor and  Sub-Advisor  may also execute  portfolio  transactions
with or through  broker-dealers who have sold shares of the Fund. However,  such
sales will not be a  qualifying  or  disqualifying  factor in a  broker-dealer's
selection  nor will the  selection of any  broker-dealer  be based on the volume
of Fund shares sold.
      Depending upon market conditions,  portfolio  turnover,  generally defined
as the lesser of annual sales or purchases  of portfolio  securities  divided by
the average  monthly value of the Fund's  portfolio  securities  (excluding from
both the  numerator  and the  denominator  all  securities  whose  maturities or
expiration  dates  as of  the  date  of  acquisition  are  one  year  or  less),
expressed  as a  percentage,  is  under  normal  circumstances  expected  to  be
approximately  85%. For the 1994, 1995, and 1996, fiscal periods,  the portfolio
turnover rates of the Fund were 78%, 73%, and 96%, respectively.
    

                     INDEPENDENT ACCOUNTANTS AND CUSTODIANS

   
         Coopers & Lybrand,  L.L.P.  has been selected by the Board of Directors
to serve as  independent  auditors  for fiscal  year 1997.  State  Street Bank &
Trust  Company,   N.A.,  225  Franklin  Street,  Boston,  MA  02110,  serves  as
custodian of the Fund's investments.  First National Bank of Maryland,  25 South
Charles  Street,  Baltimore,  Maryland 21203 also serves as custodian of certain
of the Fund's cash assets.  The  custodians  have no part in deciding the Fund's
investment  policies or the choice of  securities  that are to be  purchased  or
sold for the Fund.
    


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


                              FINANCIAL STATEMENTS

   
         The audited  financial  statements  in the Fund's 1996 Annual Report to
Shareholders,  are expressly  incorporated  by reference and made a part of this
Statement  of  Additional  Information.  A copy  of  the  Annual  Report  may be
obtained free of charge by writing or calling the Fund.
    


                                    APPENDIX


CORPORATE BOND AND COMMERCIAL PAPER RATINGS

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

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

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

<PAGE>

                                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:

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


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

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

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

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

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

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

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

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

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

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



Dealer                                                Name of Investor(s)


By                                                                           
     Authorized Signer                                 Address


                                                                               
Date                                                   Signature of Investor(s)


                                                                              
Date                                                   Signature of Investor(s)












    








    


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