CALVERT WORLD VALUES FUND INC
485BPOS, 1998-05-05
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SEC Registration Nos.
33-45829 and 811-06563


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

Post-Effective Amendment No. 10             XX

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 10             XX


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

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

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

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


It is proposed that this filing will become effective

XX Immediately upon filing          __ on (date)
pursuant to paragraph (b)                   pursuant to paragraph (b)

__ 60 days after filing                     __ on (date)
pursuant to paragraph (a)                   pursuant to paragraph (a)

of Rule 485.


<PAGE>

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

Item number                Prospectus Caption

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

                           Statement of Additional Information Caption

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

*  Inapplicable or negative answer

<PAGE>


PROSPECTUS May 1, 1998

CALVERT CAPITAL ACCUMULATION FUND
CALVERT NEW VISION SMALL CAP FUND
4550 Montgomery Avenue, Bethesda, Maryland 20814

Calvert Capital Accumulation Fund seeks long-term capital appreciation by
investing primarily in the stock of medium-sized companies using the talent of
one or more investment subadvisors. The market capitalization of companies
chosen for investment will generally be within the range of capitalization of
the S&P 400 Mid-Cap Index, 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.

Calvert New Vision Small Cap Fund seeks to achieve long-term capital
appreciation by investing primarily in the equity securities of small
companies (currently those with a total capitalization of less than $1 billion
at the time of the Fund's initial investment) publicly traded in the United
States. In seeking capital appreciation, the Fund invests primarily in the
equity securities of small capitalized growth companies (including American
Depositary Receipts ("ADRs")) that have historically exhibited exceptional
growth characteristics and that, in the Advisor's opinion, have strong
earnings potential relative to the U.S. market as a whole. The Fund employs
aggressive investment strategies that have the potential for yielding high
returns. The Fund will take reasonable risks in seeking to achieve its
investment objective.

Share prices of both Funds may experience substantial fluctuations so that
your shares may be worth less than when you originally purchased them. Income
is not an objective of either Fund; the Funds should not be used to meet
short-term financial needs. There can be no assurance that either Fund will be
successful in meeting 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 Funds both offer three 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"); (ii) Class B shares, which impose no front-end sales charge, but
will impose a deferred sales charge at the time of redemption, depending on
how long you have owned the shares )("contingent deferred sales charge," or
"CDSC"), or (iii) Class C shares which impose no front-end sales charge but
will impose a CDSC on shares purchased after May 31, 1998, if they are sold
within one year. Class C shares are not available through all dealers. Class B
and 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
("SAI") (dated May 1, 1998) has been filed with the Securities and Exchange
Commission (the "Commission") and is incorporated by reference. This free
Statement is available upon request from the Fund: 800-368-2748. The
Commission maintains a website (http://www.sec.gov) that contains the SAI,
material incorporated by reference, and other information regarding
registrants that file electronically with the Commission.

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 FUNDS 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.

<PAGE>

FUND EXPENSES

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

Maximum Contingent Deferred Sales Charge
(as percentage of original purchase
price or redemption proceeds,
as applicable                           None         5.00%*       1.00%**

B.   Annual Fund Operating Expenses (Fiscal Year 1997)
(as a percentage of average net assets)

Management Fees                         0.89%        0.90%        0.90%
Rule 12b-1 Service and
  Distribution Fees                     0.35%        1.00%        1.00%
Other Expenses                          0.66%        1.46%        1.21%
Total Fund Operating Expenses2          1.91%        3.36%        3.11%

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

Maximum Contingent Deferred Sales Charge
(as percentage of original purchase
price or redemption proceeds,
as applicable                           None         5.00%*       1.00%**

B.   Annual Fund Operating Expenses (Fiscal Year 1997)
(as a percentage of average net assets)

Management Fees                         1.00%        1.00%        1.00%
Rule 12b-1 Service and
  Distribution Fees                     0.25%        1.00%        1.00%
Other Expenses                          0.62%        0.99%        0.74%3
Total Fund Operating Expenses2          1.87%        2.99%        2.74%

* A contingent deferred sales charge is imposed on the proceeds of Class B
shares redeemed within 6 years, subject to certain exceptions. That charge is
imposed as a percentage of net asset value at the time of purchase or
redemption, whichever is less and declines from 5% in the first year that
shares are held, to 4% in the second and third years, 3% in the fourth year,
2% in the fifth year, and 1% in the sixth year. There is no charge on
redemptions of Class B shares held for more than six years. See "Calculation
of Contingent Deferred Sales charge" below.

** A contingent deferred sales charge is imposed on the proceeds of Class C
shares redeemed within one year. That charge is imposed as a percentage of net
asset value at the time of purchase or redemption, whichever is less. See
"Calculation of Contingent deferred Sales Charge."

2 Net Fund Operating Expenses after reduction for fees paid indirectly for the
Capital Accumulation fund were:
  Class A - 1.85%, Class C - 3.05%
3 Estimated

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; (3) for Class A,
payment of maximum initial sales charge at time of purchase, and (4) for Class
B shares, payment of maximum applicable contingent deferred sales charge.

                               1 Year     3 Years    5 Years    10 Years

Capital Accumulation Fund

Class A                        $66        $105       $146       $260
Class B
Assuming a complete
redemption at end of period    $84        $143       $195       $332
Assuming no redemption         $34        $103       $175       $332
Class C
Assuming a complete
redemption at end of period    $41        $96        $163       $342
Assuming no redemption         $31        $96        $163       $342

New Vision Small Cap Fund

Class A                        $66        $103       $144       $256
Class B
Assuming a complete
redemption at end of period    $80        $132       $177       $305
Assuming no redemption         $30        $92        $157       $305
Class C
Assuming a complete
redemption at end of period    $38        $85        $145       $307
Assuming no redemption         $28        $85        $145       $307

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
are based on fiscal 1997 historical expenses, except for Class B of the
Capital Accumulation Fund and the New Vision Small Cap Fund. Management fees
are paid by the Funds to the Advisor for managing the Fund's investments and
business affairs. Management fees include the subadvisory fees paid by Calvert
Asset Management Company, Inc. (the "Advisor") to the various subadvisors and
the administrative service fee paid to Calvert Administrative Services
Company. Management Fees have been restated to reflect expenses anticipated in
the current fiscal year. (See "Management of the Fund") The Management fees
for the Capital Accumulation Fund are subject to a performance adjustment
which could cause the fee to be as high as 0.95% or as low as 0.65%, depending
on performance. The Funds incur 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 Funds'
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 Funds. The
respective Investment Advisory Agreements provide 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 Funds' Rule 12b-1 fees include an asset-based sales charge. Thus,
long-term shareholders in each 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 Funds. See the SAI, "Method of Distribution."

<PAGE>

FINANCIAL HIGHLIGHTS

The following table provides information about the financial history of the
Funds' Class A and C shares. It expresses the information in terms of a single
share outstanding for the Fund throughout each period. No Class B Shares were
outstanding during the periods presented. The table has been audited by
Coopers & Lybrand, L.L.P., independent accountants, whose report on the period
from the Funds' commencement of operation through September 30, 1997 is
included in the Annual Reports to Shareholders for each of the respective
periods presented. The table should be read in conjunction with the financial
statements and their related notes. The Annual Report to Shareholders is
incorporated by reference into the Statement of Additional Information.


Class A Shares
                                                                From Oct. 31,
                                      Year Ended September 30,  1994
(Inception)
                                      1997         1996         to Sept. 30,
1995
Capital Accumulation Fund
Net asset value, beginning of period  $22.55       $21.48       $15.00
Income from investment operations
     Net investment income (loss)     (.25)        (.24)        (.11)
     Net realized and unrealized gain (loss)       4.91         1.88   6.61
     Total from investment operations 4.66         1.64         6.50
Distributions from
     Net investment income            -            -            (.02)
     Net realized gains               -            (.57)        -
         Total Distributions          -            (.57)        (.02)
Total increase (decrease) in
net asset value                                    4.66         1.07   6.48
Net asset value, ending               $27.21       $22.55       $21.48
Total return4                         20.67%       7.92%        43.40%
Ratio to average net assets:
     Net investment income (loss)     (1.09%)      (1.56%)      (1.55%)(a)
     Total expenses5                  1.91%        2.16%        2.35%(a)
     Net expenses                     1.85%        1.98%        2.06%(a)
     Expenses reimbursed              -            -            .05%(a)
Portfolio turnover                    126%         114%         95%
Average commission rate paid          $.0530       $.0563       $-
Net assets, ending (in thousands)     $54,751      $39,834      $16,111
Number of shares outstanding,
ending (in thousands)                 2,012        1,767        750

4 Total return is not annualized and does not reflect deduction of Class A
front-end sales charges.
5 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,
                                      Year Ended September 30,  1994
(Inception)
                                      1997         1996         to Sept. 30,
1995

Capital Accumulation Fund
Net asset value, beginning of period  $22.34       $21.55       $15.00
Income from investment operations
     Net investment income (loss)     (.47)        (.55)        (.15)
     Net realized and unrealized gain (loss)       4.77         1.91   6.70
     Total from investment operations 4.30         1.36         6.55
Distributions from
     Net investment income            -            -            -
     Net realized gains               -            (.57)        -
     Total Distributions              -            (.57)        -
Total increase (decrease) in
net asset value                                    4.30         .79    6.55
Net asset value, ending               $26.64       $22.34       $21.55
Total return6                         19.25%       6.56%        43.67%
Ratio to average net assets:
     Net investment income (loss)     (2.30%)      (2.82%)      (3.13%)(a)
     Total expenses7                  3.11%        3.42%        3.79%(a)
     Net expenses                     3.05%        3.24%        3.50%(a)
     Expenses reimbursed              -            -            2.79%(a)
Portfolio turnover                    126%         114%         95%
Average commission rate paid          $.0530       $.0563       $-
Net assets, ending (in thousands)     $4,184       $3,164       $1,992
Number of shares outstanding,
ending (in thousands)                 157          142          92

Class A Shares

                                        From January 31, 1997
                                        (inception) to
                                         Sept. 30, 1997           
                                                         
                                                       
New Vision Small Cap Fund
Net asset value, beginning of period         $15.00       
Income from investment operations
     Net investment income (loss)            (.05)
     Net realized and unrealized gain (loss)  .70
     Total from investment operations         .65
Distributions from
     Net investment income                     -           
     Net realized gains                        -            
     Total Distributions                       -           
Total increase (decrease) in
net asset value                               .65      
Net asset value, ending                    $15.65     
Total return6                                4.33%    
Ratio to average net assets:
     Net investment income (loss)            (.71%)(a)    
     Total expenses7                         1.36%(a)     
     Net expenses                             .90%(a)     
     Expenses reimbursed                     3.36%(a)     
Portfolio turnover                           196%         
Average commission rate paid                 $.0488       
Net assets, ending (in thousands)             $3,260      
Number of shares outstanding,                 208        
ending (in thousands)


6 Total return is not annualized and does not reflect deduction of Class A
front-end sales charges.
7 This ratio reflects total expenses before reduction for fees paid
indirectly; such reductions are included in the ratio of net expenses.
(a)   Annualized

<PAGE>

Class C Shares

                                             From January 31
                                             (inception) to
                                             September    
                                              30, 1997    
New Vision Small Cap Fund
Net asset value, beginning of period              $15.00     
Income from investment operations
     Net investment income (loss)                 (.10)      
     Net realized and unrealized gain (loss)       .72       
         Total from investment operations          .62      
Distributions from
     Net investment income                          -
     Net realized gains                             -
         Total Distributions                        -
Total increase (decrease) in
net asset value                                    .62     
Net asset value, ending                            $15.62       
Total return6                                      4.13%        
Ratio to average net assets:
     Net investment income (loss)                  (.95%)(a)    
     Total expenses7                               1.47%(a)     
     Net expenses                                  1.15%(a)     
     Expenses reimbursed                           9.44%(a)     
Portfolio turnover                                 196%         
Average commission rate paid                       $.0488       
Net assets, ending (in thousands)                  $318         
Number of shares outstanding,
ending (in thousands)                               20          


6 Total return is not annualized and does not reflect deduction of Class A
front-end sales charges.
7 This ratio reflects total expenses before reduction for fees paid
indirectly; such reductions are included in the ratio of net expenses.
(a) Annualized

<PAGE>

INVESTMENT OBJECTIVE AND POLICIES

Capital Accumulation Fund

The Capital Accumulation 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 mid-sized companies. It invests primarily in a
nondiversified portfolio of the equity securities of 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 will generally be within the
range of capitalization of the S&P 400 Mid-Cap Index, 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.

New Vision Small Cap Fund

The Calvert New Vision Small Cap Fund seeks to provide long-term capital
appreciation by investing primarily in equity securities of companies that
have small market capitalizations. In seeking capital appreciation, the Fund
invests primarily in equity securities of small capitalized growth companies
that have historically exhibited exceptional growth characteristics and that,
in the Advisor's opinion, have strong earnings potential relative to the U.S.
market as a whole. The Fund's investment objective is not fundamental and may
be changed without shareholder approval.

The New Vision Small Cap Fund pursues the objective of capital appreciation by
investing primarily in equity securities of small companies with promising
growth potential. These companies typically are developing innovative products
or services to seize emerging opportunities.

Under normal circumstances, the New Vision Small Cap Fund will invest at least
65% of its total assets in equity securities of companies publicly traded in
the United States (currently those with a total market capitalization of under
$1 billion at the time of the Fund's initial investment).

The New Vision Small Cap Fund considers issuers of all industries with
operations in all geographic markets, and does not seek interest income or
dividends. Equity securities may include common stocks, preferred stocks,
convertible securities and warrants. The Fund may hold cash or cash
equivalents for temporary defensive purposes or to enable it to take advantage
of buying opportunities. There is, of course, no assurance that the Fund will
be successful in meeting its objective.

Companies whose capitalization increases or decreases after initial purchase
by the Fund continue to be considered small-capitalized for purposes of the
65% policy. Accordingly, less than 65% of the Fund's total assets may be
invested in securities of issuers of companies publicly traded in the United
States (currently those with a total market capitalization of less than $1
billion).

The New Vision Small Cap Fund will normally be as fully invested as
practicable in common stocks (including ADRs), but also may invest in warrants
and rights to purchase common stocks and in debt securities and preferred
stocks convertible into common stocks (collectively, "equity securities").

INVESTMENT TECHNIQUES AND RISKS

Risks

A company's market capitalization is the total market value of its outstanding
equity securities. The value of the Fund's investments will vary from day to
day, and generally reflect market conditions, interest rates and other
company, political, or economic news. In the short-term, stock prices can
fluctuate dramatically in response to these factors. Over time, however,
stocks have shown greater growth potential than other types of securities.

Nondiversified

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

Small Cap Issuers

While any investment in securities carries a certain degree of risk, the
approach of the Fund is designed to maximize growth in relation to the risks
assumed. The securities of small cap issuers may 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.

Investing in smaller, new issuers generally involves greater risk than
investing in larger, established issuers. Companies in which the Fund is
likely to invest may have limited product lines, markets or financial
resources and may lack management depth. The securities in such companies may
also have limited marketability and may be subject to more abrupt or erratic
market movements than securities of larger, more established companies or the
market averages in general. Accordingly an investment in the Fund may not be
appropriate for all investors.

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 Capital Accumulation Fund may invest up to 100% of its total assets, and
the New Vision Small Cap Fund may invest up to 35% of its total 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 no more than 5% of its net assets in
noninvestment-grade debt obligations. Although the Capital Accumulation Fund
invests primarily in equity securities, it may invest in debt securities and,
although the New Vision Small Cap Fund also invests primarily in equity
securities, it may invest up to 35% of its total assets in debt securities,
excluding money market instruments. 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 in nature, the Funds
currently intend to limit such investments to 5% of their respective net
assets. The Funds 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 Capital Accumulation Fund may attempt to reduce the overall risk of its
investments by using options and futures contracts. An option is a legal
contract that gives the holder the right to buy or sell a specified amount of
the underlying interest at a fixed or determinable price (called the exercise
or strike price) upon exercise of the option. A futures contract is an
agreement to take delivery or to make delivery of a standardized quantity and
quality of a certain commodity during a particular month in the future at a
specified price. The Subadvisor will make decisions whether to invest in these
instruments based on market conditions, regulatory limits and tax
considerations. If this strategy is used, the Fund may be required to cover
assets used for this purpose in a segregated account for the protection of
shareholders.

In extraordinary circumstances, the New Vision Small Cap Fund may use options
and futures contracts to increase or decrease its exposure to changing
security prices, interest rates, or other factors that affect security values.
These techniques may involve derivative transactions such as buying and
selling options and futures contracts and leveraged notes, entering into swap
agreements, and purchasing indexed securities. The Fund can use these
practices only as protection against an adverse move of the holdings in the
Fund to adjust the risk and return characteristics of the Fund. The decision
to invest in these instruments will be based on market conditions, regulatory
limits and tax considerations. If market conditions are judged incorrectly, a
strategy 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. Any instruments determined to be illiquid are subject to the
Fund's limitation on illiquid securities. See below and the Statement of
Additional Information for more details 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 Funds from potential declines, if the Subadvisor misgauges
market values, interest rates, or other economic factors, the Funds may be
worse off than had they 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 Funds if a 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 a Fund to liquidate its position because of its relative
illiquidity.

Repurchase agreements

The Funds may engage in repurchase agreements to earn a higher rate of return
than it could earn simply by investing in the obligation which is the subject
of the repurchase agreement. The Funds will only engage in repurchase
agreements with recognized securities dealers and banks determined to present
minimal credit risk by the Advisor under the direction and supervision of the
Funds' respective Board of Directors/Trustees. In addition, the Funds will
only engage in repurchase agreements reasonably designed to fully secure
during the term of the agreement, the seller's obligation to repurchase the
underlying security. The Funds will monitor the market value of the underlying
security during the term of the agreement. If the seller defaults on its
obligation to repurchase and the value of the underlying security declines,
the Funds may incur a loss and may incur expenses in selling the underlying
security. Repurchase agreements are always for periods of less than one year,
and are considered illiquid if not terminable within seven days.

Foreign Securities and ADRs

The New Vision Small Cap Fund may invest up to 15% of its total assets in
ADRs. The Capital Accumulation Fund may also invest in ADRs, subject to the
restrictions applicable to investments in foreign securities discussed below.
By investing in ADRs rather than directly in foreign issuers' stock, the Funds
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. U.S. dollar-denominated ADRs, which are traded in the U.S. on
exchanges or over the counter, are receipts typically issued by a U.S. bank or
trust company which evidence ownership of underlying securities of a foreign
corporation.

The Capital Accumulation 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 Capital Accumulation
Fund may purchase foreign securities directly, on foreign markets, or those
represented by ADRs, or other receipts evidencing ownership of foreign
securities, such as International Depositary Receipts and Global Depositary
Receipts. 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 commissions
and custodial costs are generally higher than for U.S. investments. See the
SAI for more information on investing in foreign securities.

The Funds may lend their portfolio securities.

Both Funds may lend portfolio securities to member firms of the New York Stock
Exchange and commercial banks with assets of one billion dollars or more,
although the New Vision Small Cap Fund does not intend to do so and the
Capital Accumulation Fund does not currently intend to lend more than 5% of
its portfolio securities. The advantage of such loans is that the Funds
continue 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 Funds' 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.

Borrowing

Both Funds may borrow money from banks (and pledge its assets to secure such
borrowing) for temporary or emergency purposes, but not for leverage. Such
borrowing may not exceed one third of the value of each Fund's total assets.

High Social Impact Investments

The Funds have both adopted nonfundamental policies that permit investments
which, with respect to the Capital Accumulation Fund, may be up to three
percent, and with respect to the New Vision Small Cap Fund, may be up to one
percent, of that Fund's assets in securities that offer a rate of return below
the then-prevailing market rate and that present attractive opportunities for
furthering each 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 of Directors/Trustees
identifies, evaluates and selects these investments, subject to ratification
by the respective Board.

Socially Responsible Investment Criteria

The Funds carefully review company policies and behavior regarding social
issues important to quality of life:

         environment
         employee relations
         product criteria
         weapons systems
         nuclear energy
         human rights

Once securities are determined to fall within the investment objective of a
Fund and are deemed financially viable investments, they are analyzed
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 respective Fund's Board of
Directors/Trustees without shareholder approval:

         (1) The Funds avoid 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 Funds will avoid investing in nuclear power plant operators
and owners, or manufacturers of key components in the nuclear power process.

         (2) The Funds 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 Funds 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 Funds will not invest in companies that are significantly
involved in the manufacture of tobacco or alcohol products. The Funds 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 Funds may invest in companies that exhibit positive social
characteristics, it makes no explicit claims to seek out companies with such
practices.

TOTAL RETURN

The Funds 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 ("return with maximum load") 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 return usually will include the effect of
paying any sales charge. 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.
("Lipper"). Further information about the Funds' performance is contained in
its Annual Report to Shareholders, which may be obtained without charge.

MANAGEMENT OF THE FUND

The Funds' Board of Directors/Trustees supervise the Funds' activities and
review their contracts with companies that provide them 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 New Vision Small Cap Fund is a series of The Calvert Fund (the "Trust"),
an open-end management investment company organized as a Massachusetts
business trust on March 15, 1982. The other series of the Trust is the Calvert
Income Fund.

Neither Fund is required to hold annual shareholder meetings, but special
meetings may be called for certain purposes such as electing
Directors/Trustees, changing fundamental policies, or approving a management
contract. As a shareholder, you receive one vote for each share of a Fund you
own. Matters affecting classes differently, such as Distribution Plans, will
be voted on separately by class.

Calvert Asset Management Company, Inc. serves as Advisor to the Funds.

Calvert Asset Management Company, Inc. (the "Advisor") is both Funds'
investment advisor. The Advisor provides the Funds with investment supervision
and management; administrative services and office space; furnishes executive
and other personnel to the Funds; and pays the salaries and fees of all
Directors/Trustees 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 Funds pay all other operating
expenses as noted in the SAI.

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, shareholder servicing 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, 1997, Calvert Group managed and administered assets in
excess of $5.0 billion and more than 200,000 shareholder and depositor
accounts.

The Advisor receives a fee based on a percentage of the Funds' assets.

The respective Investment Advisory Agreements between the Funds and the
Advisor both provide that the Advisor is entitled to a base annual fee,
payable monthly, of 0.80% of the Capital Accumulation Fund's, and 0.90% of the
New Vision Small Cap Fund's, average daily net assets. For its services during
the fiscal year ended September 30, 1997, pursuant to the Investment Advisory
Agreements, the Advisor received an investment advisory fee of 0.80% of the
Capital Accumulation Fund's average daily net assets, and 0.90% of New Vision
Small Cap Fund's average daily net assets.

With respect to the Capital Accumulation Fund, 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%

For its services for fiscal year 1997, the Advisor received, pursuant to the
Investment Advisory Agreement, an advisory fee of 0.80% of the Fund's average
daily net assets, which included a performance adjustment of 0.0054%. The
Advisor may in its discretion defer its fees or assume the Fund's operating
expenses.

Brown Capital Management, Inc., ("Brown Capital") is the investment subadvisor
for the Capital Accumulation Fund.

Brown Capital of 809 Cathedral Street, Baltimore, Maryland has served as
subadvisor to the Fund since November 1, 1994. Brown Capital 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 earnings per share growth rates greater
than the market, are more profitable than the market, and have relatively low
price-earnings ratios. Its performance index is a blended 60% Russell 1000
Growth and 40% Russell 2000.

Eddie C. Brown is founder and President of Brown Capital. 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 MS in Electrical Engineering from New York
University, and an MS in Business Administration from the Indiana University
School of Business. Additionally, he is a professionally-designated Chartered
Financial Analyst (CFA) and Chartered Investment Counselor.

The Investment Subadvisory Agreement between the Advisor provides that Brown
Capital is entitled to a base subadvisory fee of 0.25% of the Fund's average
daily net assets, paid by the Advisor out of the fee the Advisor receives from
the Fund. Brown Capital 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.

Awad & Associates ("AWAD") is the investment subadvisor to the New Vision
Small Cap Fund.

AWAD's principal business office is located at 477 Madison Avenue, New York,
New York 10022. As of June 30, 1997, AWAD had $724 million in assets under
management. AWAD adheres to a bottom-up, earnings-driven discipline with
emphasis on internal fundamental research, specializing in small
capitalization stocks, focusing on growth at a reasonable [value] price
approach to stock selection. AWAD's main objectives in asset management are to
protect the investor's capital, generate capital appreciation substantially in
excess of inflation and reduced-risk returns and provide returns in excess of
applicable stock and bond indices. All portfolio investments are regularly
scrutinized to provide a substantial risk/return benefit and to ensure that
portfolios are properly positioned relative to the Fund's investment
objectives.

Since October 1, 1997, the New Vision Small Cap Fund has been managed by a
team of investment professionals from AWAD. The senior investment officer is
James D. Awad. Mr. Awad has been in the investment business since 1965,
focusing on research and portfolio management. Prior to forming AWAD, he was
President of BMI Capital, a successful money management firm he founded. In
addition, he has managed assets at Neuberger & Berman, Channing Management and
First Investment Corp. Mr. Awad has earned an MBA from Harvard Business School
and a BS Cum Laude from Washington & Lee University.

Dennison T. Veru is President of AWAD. Mr. Veru joined AWAD in 1992 coming
from Smith Barney Harris Upham where he was Senior Vice President of the
firm's Whiffletree Capital Management division specializing in small and medium
capitalization stocks. From 1988 through 1990, he was a Vice President of
Broad Street Investment Management. Prior to that, he was an Assistant Vice
President at Drexel Burnham Lambert. Mr. Veru is a graduate of Franklin and
Marshall College.

The Investment Subadvisory Agreement between the Advisor and AWAD provides
that AWAD is entitled to a base subadvisory fee of 0.40% of the Fund's average
daily net assets managed by AWAD. AWAD's fee is paid by the Advisor out of the
fee the Advisor receives from the Fund.

The Funds have obtained an exemptive order from the Securities and Exchange
Commission to permit them, pursuant to approval by the Board of
Directors/Trustees, to enter into and materially amend contracts with a
Subadvisor without shareholder approval. See "Investment Advisor and
Subadvisor" in the SAI for further details.

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 both Funds
of 0.10% of the respective Fund's average daily net assets.

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

Calvert Distributors, Inc. ("CDI") is both Funds' principal underwriter and
distributor. Under the terms of its underwriting agreement with the Funds, CDI
markets and distributes the Funds' 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 shareholder servicing agent for each
Fund. National Financial Data Services, Inc. ("NFDS"), 1004 Baltimore, Kansas
City, Missouri, 64105, is the transfer and dividend disbursing agent for each
Fund.

SHAREHOLDER GUIDE

HOW TO OPEN AN ACCOUNT
Getting Started
Regardless of the investment option you choose (see below), the enclosed
application must be completed and signed for each new account. When multiple
classes of shares are offered, please specify which class you wish to
purchase. Additional documents may be required for corporations, associations
and certain fiduciaries, & for investments in Calvert's tax-deferred
retirement plans. For more information about account options mentioned below,
contact your broker or our shareholder services department at 800-368-2748.

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

                    New Accounts                 Additional Investments

                    $2,000 MINIMUM ( )           $250 MINIMUM


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

                    Calvert Group                Calvert Group
                    PO Box 419544                PO Box 419739
                    Kansas City, MO              Kansas City, MO
                    64141-6544                   64141-6739

By Registered,      CALVERT GROUP                CALVERT GROUP
Certified, or       C/O NFDS, 6TH FLOOR          C/O NFDS, 6TH FLOOR
Overnight Mail      1004 BALTIMORE               1004 BALTIMORE
                    Kansas City, MO              Kansas City, MO
                    64105-1807                   64105-1807

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

Each Fund offers its shareholders three classes of shares:

Class A Shares - Front End Load Option

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

Class B Shares - Back-End Load Option

Class B shares are sold without a sales charge at the time of purchase, but
are subject to a deferred sales charge if they are redeemed within six
calendar years after purchase. Class B shares will automatically convert to
Class A shares at the end of eight calendar years after purchase.

Class C shares - Level Load Option

Class C shares are sold without a front-end sales charge at the time of
purchase. They are subject to a deferred sales charge if they are redeemed
within one year after purchase.


Class B and C shares have higher expenses than Class A shares.

Each Fund bears some of the costs of selling its shares under Distribution
Plans adopted pursuant to Rule 12b-1 under the 1940 Act. Payments under the
Class A Distribution Plan are limited to up to 0.35% with respect to the
Capital Accumulation Fund, and up to 0.25% with respect to the New Vision
Small Cap Fund, annually of the average daily net asset value of Class A
shares, while payments under Class B and C Distribution Plan are 1.00% of the
average daily net assets attributable to their respective classes of each Fund.

Considerations for deciding which class of shares to buy.

Income distributions for Class A shares will probably be higher than those for
Class B and 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. Class A shares may also be
more appropriate for larger accounts or if you plan to hold the shares for
several years. Class C shares are not available for investments of $1 million
or more. The Funds will not normally accept any purchase of Class B shares in
the amount of $250,000 or more.

Class A Shares

Class A shares are offered at net asset value ("NAV") plus a front-end sales
charge calculated as follows:

                                                              Allowed
                                    As a % of    As a % of    to Brokers as a
Amount of                           Offering     Net Amt.     % of Offering
Investment                          Price        Invested     Price

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%        0.00%*

* CDI may pay the dealer a finder's fee of up to 0.50% of the amount of
purchase on purchases of over $1 million. 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

Each 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% with respect to the Capital Accumulation Fund, and 0.25% with
respect to the New Vision Small Cap Fund, 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, 1997, Class A Distribution Plan expenses for the Capital
Accumulation Fund were 0.35% and for the New Vision Small Cap Fund were 0.25%.

Class B Shares

Class B shares are offered at net asset value, without a front-end sales
charge. With certain exceptions, the Portfolio may impose a deferred sales
charge at the time of redemption as follows:

                                          Contingent Deferred Sales
                                          Charge As A Percentage Of
Redemption During                         Net Asset Value At Redemption

1st Year Since Purchase                   5%
2nd Year Since Purchase                   4%
3rd Year Since Purchase                   4%
4th Year Since Purchase                   3%
5th Year Since Purchase                   2%
6th Year Since Purchase                   1%
7th Year Since Purchase and Thereafter    None

No deferred sales charge is imposed on amounts redeemed after six years from
purchase. If imposed, the deferred sales charge is deducted from the
redemption proceeds otherwise payable to you. The deferred sales charge is
retained by CDI. See "Calculation of Contingent Deferred Sales Charges and
Waiver of Sales Charges" below.

Class B shares that have been outstanding for eight calendar years will
automatically convert to Class A shares, which are subject to a lower
Distribution Plan charge, without imposition of a front-end sales charge or
exchange fee. The Class B shares so converted will no longer be subject to the
higher expenses borne by Class B shares. Because the net asset value per share
of the Class A shares may be higher or lower than that of the Class B shares
at the time of conversion, although the dollar value will be the same, a
shareholder may receive more or less Class A shares than the number of Class B
shares converted. Under current law, it is the Advisor's opinion that such a
conversion will not constitute a taxable event under federal income tax law.
In the event that this ceases to be the case, the Board of Trustees will
consider what action, if any, is appropriate and in the best interests of the
Class B shareholders.

Class B Distribution Plan

The Portfolio has adopted a Distribution Plan with respect to its Class B
shares (the "Class B Distribution Plan"), which provides for payments at an
annual rate of up to 1.00% of the average daily net asset value of Class B
shares, to pay expenses of the distribution of Class B shares. Amounts paid by
the Portfolio under the Class B Distribution Plan are currently used by CDI to
pay others (1) a commission at the time of purchase of 4% of the value of each
share sold; and/or (2) service fees at an annual rate of 0.25% of the average
daily net asset value of shares sold by such others, beginning in the 13th
month after purchase.

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. With certain
exceptions, the Portfolio will impose a deferred sales charge of 1.00% on
shares redeemed during the first year after purchase. If imposed, the deferred
sales charge is deducted from the redemption proceeds otherwise payable to
you. The deferred sales charge is retained by CDI. See "Calculation of
Contingent Deferred Sales Charges and Waiver of Sales Charges" below

Class C Distribution Plan

Each 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 (1) a commission at the time of
purchase of 1.00% of the value of each share sold, and (2) beginning in the
13th month after purchase, 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,
1997, Class C Distribution Plan expenses for the Capital Accumulation Fund
were 1.00% of the average daily net assets. For the period ended September 30,
1997, distribution expenses for the New Vision Small Cap Fund were 1.00% of
the average daily net assets.

Calculation of Contingent Deferred Sales Charge and Waiver of Sales Charges

Class B and Class C shares that are redeemed will not be subject to a
contingent deferred charge to the extent that the value of such shares
represents (1) reinvestment of dividends or capital gains distributions, (2)
shares held more than six years (more than one year for Class C) or (3)
capital appreciation of shares redeemed. Any contingent deferred sales charge
is imposed on the net asset value of the shares at the time of redemption or
purchase, whichever is lower. Upon request for redemption, shares not subject
to the contingent deferred sales charge will be redeemed first. Thereafter,
shares held the longest will be the first to be redeemed.

The contingent deferred sales charge on Class B Shares will be waived in the
following circumstances: (1) redemption upon the death or disability of the
shareholder, plan participant, or beneficiary ("disability" shall mean a total
disability as evidenced by a determination by the federal Social Security
Administration); (2) minimum required distributions from retirement plan
accounts for shareholders 70 1/2 and older (with the maximum amount subject to
this waiver being based only upon the shareholder's Calvert retirement
accounts); (3) return of an excess contribution or deferral amounts, pursuant
to sections 408(d)(4) or (5), 401(k)(8), or 402)(g)(2), or 401(m)(6) of the
Internal Revenue Code; (4) involuntary redemptions of accounts under
procedures set forth by the Fund's Board of Trustees; (5) a single annual
withdrawal under a systematic withdrawal plan of up to 10% per year of the
shareholder's account balance (minimum account balance $50,000 to establish).

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 and in compliance with
the rules of the NASD.

Broker/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.

WHEN YOUR ACCOUNT WILL BE CREDITED

Your purchase will be processed at the next NAV calculated after your order is
received and accepted. All of your purchases must be made in US dollars and
checks must be drawn on US banks. No cash will be accepted. The Funds reserve
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 bank, your
purchase will be canceled and you will be charged a $10 fee plus costs
incurred by the Funds.

When you purchase by check or with Calvert Money Controller, the purchase will
be on hold for up to 10 business days from the date of receipt. During the
hold period, any redemptions will be held until the transfer agent is
reasonably satisfied that the purchase payment has been collected. To avoid
this hold period, you can wire federal funds from your bank, which may charge
you a fee. As a convenience, check purchases can be received at Calvert's
offices for overnight mail delivery to the Transfer Agent and will be credited
the next business day, or upon receipt. 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 certain number of days of
the order as specified by the program. If payment is not received in the time
specified, the financial institution or broker/dealer could be held liable for
resulting fees or losses.

TAX-SAVING RETIREMENT PLANS

Calvert Group also offers its shareholders several tax-deferred retirement
plans that allow you to invest for retirement and shelter your investment
income from current taxes. Please contact us if you wish to obtain more
information about the investment options listed below. Minimum deposits may
differ from those listed in the "How to Buy Shares" chart. Also, reduced sales
charges may apply (see Exhibit A to this prospectus).

Traditional and Roth 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, corporations and their
employees, and certain tax-exempt organizations.

Simple IRAs and Simplified Employee Pension Plan (SEP IRAs): available to
self-employed people and their partners, or to corporations.

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

OTHER CALVERT GROUP FEATURES

CALVERT INFORMATION NETWORK
For 24 hour performance and account information call 800-368-2745 or visit
http://www.calvertgroup.com

You can obtain current performance and pricing information, verify account
balances, and authorize certain transactions with the convenience of one phone
call, 24 hours a day.

ACCOUNT SERVICES
By signing up for services when you open your account, you avoid having to
obtain a signature guarantee. If you wish to add services at a later date, a
signature guarantee to verify your signature may be obtained from any bank,
trust company and savings and loan association, credit union, broker/dealer
firm or member of a domestic stock exchange. A notary public cannot provide a
signature guarantee.

CALVERT MONEY CONTROLLER
Calvert Money Controller allows you to purchase or sell shares anytime from
anywhere with ease, without the time delay of mailing a check or the added
expense of wiring funds. Use this service to transfer up to $300,000
electronically. Allow one or two business days after you place your request
for the transfer to take place. Money transferred to purchase new shares will
be subject to a hold of up to 10 business days before redemption requests will
be honored. Transaction requests must be received by 4 p.m. ET. You may
request this service on your initial account application.

TELEPHONE TRANSACTIONS
You may purchase, redeem, or exchange shares, wire funds and use Calvert Money
Controller by telephone if you have pre-authorized service instructions. You
receive this service automatically when you open your account unless you elect
otherwise. For our mutual protection, the Fund, the shareholder servicing
agent and their affiliates use precautions such as verifying shareholder
identity and recording telephone calls to confirm instructions given by phone.
A confirmation statement is sent for most transactions; please review this
statement and verify the accuracy of your transaction immediately.

EXCHANGES
Calvert Group offers a wide variety of investment options that includes common
stock funds, tax-exempt and corporate bond funds, and money market funds (call
your broker or Calvert representative for more information). We make it easy
for you to purchase shares in other funds should your investment goals change.
The exchange privilege offers flexibility, by allowing you to exchange shares
on which you have already paid a sales charge from one mutual fund to another
at no additional charge.

Complete and sign an account application, 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.

Before you make an exchange, please note the following:
         Each exchange represents the sale of shares of one portfolio and the
purchase of shares of another. Therefore, you could realize a taxable gain or
loss.

         No CDSC is imposed on exchanges of shares subject to a CDSC at the
time of the exchange. The applicable CDSC is imposed at the time the shares
acquired by the exchange are redeemed.

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

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

          COMBINED GENERAL MAILINGS
Join is in our efforts to conserve paper and save on postage

If you have multiple accounts with Calvert, you may receive combined mailings
of shareholder information, such as account statements, confirmations of
transactions, prospectuses and semi-annual and annual reports.

SPECIAL SERVICES AND CHARGES

The Funds pay 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 or a stop payment on a draft. You may be required to pay a fee
for these special services; for example, the fee for stop payments is $25.

If you are purchasing shares 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.

MINIMUM ACCOUNT BALANCE IS $1,000 per Fund, per Class

Please maintain a balance in each of your Fund accounts of at least $1,000. If
the balance in your account falls below the $1,000 minimum during a month, the
account may be closed and the proceeds mailed to the address of record. You
will receive a notice that your account is below the minimum, and will be
closed if the balance is not brought up to the required minimum amount within
30 days.

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
numbers, and the dollar amount. If you would like a regular check mailed to
another person or place, your letter must be signature guaranteed. Unless they
otherwise qualify for a waiver, Class B or Class C shares redeemed by
Systematic Check Redemption will be subject to the Contingent Deferred Sales
Charge.

DIVIDENDS, CAPITAL GAINS AND TAXES

Each year, both Funds distribute substantially all of their respective net
investment income to their shareholders.

Dividends from a Fund's net investment income are declared and paid annually.
Net investment income consists of interest income, net short-term capital
gains, if any, and dividends declared and paid on investments, less expenses.
Distributions of net short-term capital gains (treated as dividends for tax
purposes) and net long-term capital gains, if any, are normally paid once a
year; however, the Funds do 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 (available monthly or quarterly)

Dividends and any distributions are automatically reinvested in the same
Portfolio at NAV (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 from any Calvert Group Fund or Portfolio may be
automatically invested in an identically registered account in any other
Calvert Group Fund at NAV. If reinvested in the same Fund account, new shares
will be purchased at NAV on the reinvestment date, which is generally 1 to 3
days prior to the payment date. You must notify the Funds in writing to change
your payment options. If you elect to have dividends and/or distributions paid
in cash, and the US Postal Service cannot deliver the check, or if it remains
uncashed for an extended period, it, as well as future dividends and
distributions, will be reinvested in additional shares. No dividends will
accrue on amounts represented by uncashed distribution or redemption checks.

Buying a Dividend

At the time of purchase, the share price of your 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, 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

In January, your Fund will mail you Form 1099-DIV indicating the federal tax
status of dividends and any capital gain distributions paid to you during the
past year. Generally, dividends and distributions are taxable 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.
Dividends and distributions are taxable to you regardless of whether they are
taken in cash or reinvested. Dividends, including short-term capital gains,
are taxable as ordinary income. Distributions from long-term capital gains are
taxable as long-term capital gains, regardless of how long you have owned
shares.

You may realize a capital gain or loss when you sell or exchange shares. This
capital gain or loss will be short- or long-term, depending on how long you
have owned the shares which were sold. In January, the Portfolios will mail
you Form 1099-B indicating the total amount of 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.

Other Tax Information

In addition to federal taxes, you may be subject to state or local taxes on
your investment, depending on the laws in your area. You will be notified to
the extent, if any, that dividends reflect interest received from US
government securities. Such dividends may be exempt from certain state income
taxes.

Taxpayer Identification Number

If we do not have your correct Social Security or Taxpayer Identification
Number ("TIN") and a signed certified application or Form W-9, Federal law
requires us to withhold 31% of your dividends, and possibly 31% of 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 (closed) at the current NAV on the date of redemption. Calvert
Group reserves the right to reject any new account or any purchase order for
failure to supply a certified TIN.

HOW TO SELL SHARES

You may redeem all or a portion of your shares on any business day. Your
shares will be redeemed at the next NAV calculated after your redemption
request is received (less any applicable CDSC). The proceeds will normally be
sent to you on the next business day, but if making immediate payment could
adversely affect the Funds, 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. Remember, investments made by check
or Calvert Money Controller may be subject to a hold before shares can be
redeemed. 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.

Net Asset Value - "NAV"
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. For Portfolios with
more than one class of shares, the NAVs of each class will vary daily
depending on the number of shares outstanding for each class.

Portfolio securities and other assets are valued based on market quotations,
except that securities maturing within 60 days are valued at amortized cost.
Money Market securities are valued according to the "amortized cost" method,
which is intended to stabilize the NAV at $1 per share. If quotations are not
available, securities are valued by a method that the particular Fund's Board
of Trustees/Directors believes accurately reflects fair value.

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

Follow these suggestions to ensure timely processing of your redemption request

BY TELEPHONE
You may redeem shares from your account by telephone and have your money
mailed to your address of record or electronically transferred or wired to a
bank you have previously authorized. A charge of $5 may be imposed on wire
transfers of less than $1,000.

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

Your letter should include your account number and fund and the number of
shares or the dollar amount you are redeeming. Please provide a daytime
telephone number, if possible, for us to call if we have questions. If the
money is being sent to a new bank, person, or address other than the address
of record, your letter must be signature guaranteed.

The following requirements may also apply to your account:

Type of Registration       Requirements

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

Associations               Letter of instruction signed by the Trustee(s)
Trusts                     (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.)

<PAGE>

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 Funds at the time of purchase to take advantage
of the reduced sales charge.

Right of Accumulation
The sales charge breakpoints are 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 SAI.

Group Purchases
If you are a member of a qualified group, you may purchase shares 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: has been in existence for more than six
months, has a purpose other than acquiring shares at a discount, and satisfies
uniform criteria which enable CDI and brokers offering 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 brokers distributing
shares, must agree to include sales and other materials related to the Funds
in its publications and mailings to members at reduced or no cost to CDI or
brokers.

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) or 401(k) of the Code
if, at the time of purchase, (i) Calvert Group has been notified in writing
that the 403(b) or 401(k) plan has at least 200 eligible employees and is not
sponsored by a K-12 school district, or (ii) the cost or current value of
shares a 401(k) plan has in Calvert Group of Funds (except money market funds)
is at least $1 million.

Neither the Funds, 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 or portfolio of the Calvert
Group of Funds sold to (i) current or retired Directors, Trustees, or Officers
of the Calvert Group of Funds, employees of Calvert Group, Ltd. and its
affiliates, or their family members; (ii) CSIF Advisory Council Members,
directors, officers, and employees of any subadvisor for the Calvert Group of
Funds, employees of broker/dealers distributing the Fund's shares and
immediate family members of the Council, subadvisor, or broker/dealer; (iii)
Purchases made through a Registered Investment Advisor, (iv) Trust departments
of banks or savings institutions for trust clients of such bank or
institution, (v) Purchases through a broker maintaining an omnibus account
with the fund or portfolio, provided 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 another account with no
additional sales charge.

Purchases made at NAV
Except for money market funds, if you make a purchase at NAV, you may exchange
that amount to another Calvert Group Fund at no additional sales charge.

Reinstatement Privilege
If you redeem 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 Funds reserve the right to modify or
eliminate this privilege.

<PAGE>

Prospectus
May 1, 1998

Calvert Capital Accumulation Fund
Calvert New Vision Small Cap Fund

To Open an Account:
800-368-2748

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


<PAGE>

                        CALVERT WORLD VALUES FUND, INC.
                           CAPITAL ACCUMULATION FUND


                      Statement of Additional Information
                                  May 1, 1998


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

SHAREHOLDER SERVICE                    TRANSFER AGENT
Calvert Shareholder Services, Inc.     National Financial Data Services, Inc.
4550 Montgomery Avenue                 1004 Baltimore
Suite 1000N                            6th Floor
Bethesda, Maryland 20814               Kansas City, Missouri 64105

PRINCIPAL UNDERWRITER                  INDEPENDENT ACCOUNTANTS
Calvert Distributors, Inc.             Coopers & Lybrand, L.L.P.
4550 Montgomery Avenue                 250 West Pratt Street
Suite 1000N                            Baltimore, Maryland 21201
Bethesda, Maryland 20814



TABLE OF CONTENTS

Investment Objective and Policies                            1
Investment Restrictions                                      7
Purchase and Redemption of Shares                            9
Reduced Sales Charges (Class A)                             10
Net Asset Value                                             11
Calculation of Total Return                                 11
Advertising                                                 12
Dividends and Taxes                                         13
Directors and Officers                                      14
Investment Advisor and Subadvisors                          17
Transfer and Shareholder Servicing Agent                    18
Method of Distribution                                      18
Portfolio Transactions                                      20
Independent Accountants and Custodians                      20
General Information                                         20
Financial Statements                                        21
Appendix                                                    21
 

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION-May 1, 1998

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

         This   Statement  of  Additional  Information  is  not  a  prospectus.
Investors  should read the Statement of Additional Information  in  conjunction
with the Fund's  Prospectus,  dated May 1, 1998, 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 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 are within the range of
capitalization of the S&P 400 Mid-Cap Index, 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,   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 purchase a
put or call option on  securities  (including  a straddle or spread) only if the
value of that option  premium,  when  aggregated  with the premiums on all other
options on securities  held by the fund,  does not exceed 5% of the Fund's total
assets.
         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),  which  provides  that no
more than 35% of its assets is 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:
         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.  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.
         12.      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.

         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.
Certain  Class B and Class C shares  may be  subject  to a  contingent  deferred
sales charge which is subtracted from the redemption  proceeds (see  Prospectus,
"Calculation   of  Contingent   Deferred  Sales  Charges  and  Waiver  of  Sales
Charges").  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  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, Martin Luther King 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.

Net Asset Value and Offering Price Per Share

         Net asset value per share
         ($54,751,182/2,012,314 shares)                       $27.21
         Maximum sales charge, Class A
         (4.75% of offering price)                              1.36
         Offering price per share, Class A                    $28.57

         Class C net asset value and offering price per share
         ($4,183,988/157,065 shares)                          $26.64


                          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 Fund's  shares are as  follows,  for the  periods  ended
September 30, 1997:

                  Class A Shares       Class A Shares         Class C Shares
                  Without Maximum      Total Return With      Total Return
                  Sales Load Return    Maximum Sales Load

One Year          20.67%               14.93%                 19.25%
Since Inception   23.84%               9.25%                  22.87%

         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.
         Calvert Group is the nation's  leading  family of socially  responsible
mutual  funds,  both in terms of socially  responsible  mutual fund assets under
management,  and number of socially  responsible  mutual fund portfolios offered
(source:  Social  Investment Forum,  December 31, 1997).  Calvert Group was also
the first to offer a family of socially responsible mutual fund portfolios.

                      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  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

         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. DOB: 05/15/48.
         *BARBARA J. KRUMSIEK,  President and Director.  Ms.  Krumsiek 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.  She is
President   and   Director   of   Calvert-Sloan   Advisers,    L.L.C.,   and   a
trustee/director  of each of the  investment  companies in the Calvert  Group of
Funds.  Prior to joining  Calvert  Group,  Ms.  Krumsiek  served as Senior  Vice
President of Alliance Capital LP's Mutual Fund Division. DOB: 08/09/52.
         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.
*D.  WAYNE  SILBY,  Esq.  is  a  trustee/director  of  each  of  the  investment
companies  in the Calvert  Group of Funds,  except for Calvert  Variable  Series
and  Calvert  New  World  Fund,  Inc.  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 and  Executive  Chairman of  GroupServe,
Inc., an Internet  Company focused on community  building  collaborative  tools.
Address: 7205 Pomander Lane, Chevy Chase, Maryland 20815. DOB: 5/15/48.
         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.
         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. DOB: 01/13/50.
         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. DOB: 08/12/47.
         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. DOB: 09/09/50.
         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. DOB: 07/24/52.
         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.
         KATHERINE STONER, Esq.,  Assistant  Secretary.  Ms. Stoner 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: 10/21/56.
         LISA CROSSLEY NEWTON,  Esq.,  Associate  General Counsel  Secretary and
Compliance  Officer.  Ms. Newton 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: 12/31/61.
         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.  Prior to  working  at
Calvert,  Ms. Duke was an Associate in the  Investment  Management  Group of the
Business and Finance Department at Drinker Biddle & Reath. DOB: 09/07/68.

         The address of Trustees and Officers,  unless  otherwise noted, is 4550
Montgomery  Avenue,  Suite  1000N,   Bethesda,   Maryland  20814.  Trustees  and
Officers  as a group own less  than 1% of the  Portfolio's  outstanding  shares.
Trustees marked with an *, above,  are :interested  persons" of the Fund,  under
the Investment Company Act of 1940.
         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  1997,  Directors  of the Fund not  affiliated  with the
Fund's Advisor were paid aggregate fees and expenses of $3,072.
         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  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.

                          Director Compensation Table

Fiscal Year 1997      Aggregate         Pension or        Total
                      Compensation      Retirement        Compensation
(unaudited numbers)   from Registrant   Benefits          from Registrant
                      for Service       Accrued as        and Fund Complex
                      as Trustee        part of           paid to Director**
                                        Registrant
                                        Expenses*
Name of Director

John G. Guffey, Jr.   $8,270            $0                $61,615
Terrence J. Mollner   $10,565           $0                $44,131
Rustum Roy            $9,500            $0                $10,300
D. Wayne Silby        $7,213            $0                $62,830
Tessa Tennant         $7,750            $7,750            $9,000
Muhammad Yunus        $9,750            $9,750            $10,000

* 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,  1997.  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, 1997.
** As of December 31, 1997.  The Fund  Complex  consists of nine (9)  registered
investment companies.

                      INVESTMENT ADVISOR AND SUB-ADVISORS

         The Fund's  Investment  Advisor is Calvert  Asset  Management  Company,
Inc., 4550 Montgomery Avenue, 1000N,  Bethesda,  Maryland 20814, a subsidiary of
Calvert  Group Ltd.,  which is a  subsidiary  of Acacia  Mutual  Life  Insurance
Company of Washington, D.C. ("Acacia Mutual").
         The  Advisory  Contract  between  the Fund and the  Advisor was entered
into  on May  21,  1992,  and  will  remain  in  effect  indefinitely,  provided
continuance  is  approved  at least  annually  by the vote of the  holders  of a
majority of the  outstanding  shares of the Fund or by the Board of Directors of
the Fund; and further provided that such  continuance is also approved  annually
by the vote of a majority  of the  trustees  of the Fund who are not  parties to
the  Contract or  interested  persons of parties to the  Contract or  interested
persons of such parties,  cast in person at a meeting  called for the purpose of
voting on such  approval.  The Contract  may be  terminated  without  penalty by
either party upon 60 days' prior written  notice;  it  automatically  terminates
in the event of its assignment.
         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 and there were
no expenses  reimbursed or fees voluntarily  waived. For the 1997 fiscal period,
the Advisor  received a fee of $383,438.  There were no expenses  reimbursed  or
fees voluntarily waived.
         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.

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,  1996 and 1997  fiscal  periods,  CASC  received  $6,251,  $30,405 and
$48,182 in administrative fees, respectively.

                    TRANSFER AND SHAREHOLDER SERVICING AGENT
         National  Financial  Data  Services,  Inc.  ("NFDS"),  a subsidiary  of
State  Street  Bank & Trust,  has been  retained  by the Fund to act as transfer
agent  and  dividend   disbursing   agent.   These   responsibilities   include:
responding  to certain  shareholder  inquiries and  instructions,  crediting and
debiting  shareholder  accounts for purchases and redemptions of Fund shares and
confirming  such  transactions,  and daily updating of  shareholder  accounts to
reflect declaration and payment of dividends.
         Calvert  Shareholder  Services,  Inc., a subsidiary  of Calvert  Group,
Ltd.,  and Acacia  Mutual,  has been retained by the Fund to act as  shareholder
servicing agent.  Shareholder servicing  responsibilities  include responding to
shareholder inquiries and instructions  concerning their accounts,  entering any
telephoned  purchases  or  redemptions  into the  NFDS  system,  maintenance  of
broker-dealer  data, and preparing and  distributing  statements to shareholders
regarding  their  accounts.  Calvert  Shareholder  Services,  Inc.  was the sole
transfer agent prior to January 1, 1998.
         For  these  services,  NFDS  and  Calvert  Shareholder  Services,  Inc.
receive a fee based on the number of shareholder accounts and transactions.

                             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 a  distribution
fee pursuant to the Distribution  Plan (see below).  For fiscal period 1997, CDI
received  distribution fees of $156,781 under the Class A Distribution  Plan. Of
the Class A distribution  expenses paid in fiscal 1997,  almost  entirely all of
the  expenses  were used to  compensate  dealers  for their  share  distribution
promotional  services.  CDI also  receives  the  portion of the sales  charge in
excess of the dealer  reallowance.  CDI received  net sales  charges of $23,647,
$151,785,   and  $93,429  for  fiscal  periods  ending  1995,   1996  and  1997,
respectively. For Class B and Class C Shares, CDI receives any CDSC paid.
         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 B and Class C Plan
may not exceed,  on an annual  basis,  1.00% of the average  daily net assets of
Class B and Class C,  respectively.  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.  No
Class B  Distribution  Plan expenses were paid in fiscal year 1997,  since there
were  no  Class  B  Shares  outstanding.  For  the  fiscal  year  1997,  Class C
Distribution  Plan  expenses  totaled  $33,870.  Of  the  Class  C  distribution
expenses paid in fiscal 1997,  almost  entirely all of the expenses were used to
compensate dealers for their share distribution promotional services.
         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,  1996 and 1997  fiscal  periods,  the
portfolio turnover rates of the Fund were 95%, 114% and 117%,  respectively.  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.  During fiscal year 1997,  $69,826 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
1998. 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  three
separate  classes  of  shares:  Class  A,  Class  B  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,  1998,  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:

         __ $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. "Fund" in this Letter of Intent shall refer to the Fund or
Portfolio, as the case may be. 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

By                                                   
     Authorized Signer

                                                     
Name of Investor(s)

                                                     
Address

                                                     
Signature of Investor(s)

                                                     
Date

<PAGE>

PART C. OTHER INFORMATION


Item 24. Financial Statements and Exhibits

         (a) Financial statements

         Financial statements incorporated by reference to:

         All financial statements for Calvert World Values Fund, Capital
         Accumulation Fund are incorporated by reference to Registrant's
         Annual Report to Shareholders dated September 30, 1997, and filed
         May 1, 1998.

         Schedules II-VII, inclusive, for which provision is made in the
         applicable accounting regulation of the Securities and Exchange
         Commission, are omitted because they are not required under the
         related instructions, or they are inapplicable, or the required
         information is presented in the financial statements or notes
         thereto.

         (b) Exhibits:

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

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

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

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

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

         6. Underwriting Agreement, (incorporated by reference to Registrant's
         Post-Effective Amendment No. 9, March 31, 1998).

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

         8. Custodial Contract, (incorporated by reference to Registrant's
Post-
         Effective Amendment No. 8, January 28, 1998).

         9.A. Transfer Agency Contract, (incorporated by reference to
         Registrant's Post-Effective Amendment No. 9, March 31, 1998).

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

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

         11. Consent of Independent Accountants to Use of Report.

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

         15. Plan of Distribution, (for Class A shares, incorporated by
reference
         to Registrant's Pre-Effective Amendment No. 1, May 21, 1992).
         For Class B and C shares, (incorporated by reference to Registrant's
         Post-Effective Amendment No. 9, March 31, 1998).

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

         17. Multiple-class Plan pursuant to Investment Company Act of 1940
         Rule 18f-3, (incorporated by reference to Registrant's Post-Effective
         Amendment No. 9, March 31, 1998).

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


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

Not Applicable.


Item 26. Number of Holders of Securities

As of February 28, 1998, there were 19,478 holders of record of
Registrant's Class A shares of common stock for the Calvert World
Values International Equity Fund series.

As of February 28, 1998, there were 1,116 holders of record of
Registrant's Class C shares of common stock for the Calvert World
Values International Equity Fund series.

As of February 28, 1998, there were 7,076 holders of record of
Registrant's Class A shares of common stock for the Calvert World
Values Capital Accumulation Fund series.

As of February 28, 1998, there were 733 holders of record of
Registrant's Class C shares of common stock for the Calvert World
Values Capital Accumulation Fund series.

Item 27. Indemnification

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

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


Item 28. Business and Other Connections of Investment Adviser

                           Name of Company, Principal
Name                       Business and Address                   Capacity


Barbara J. Krumsiek        Acacia Capital Corporation             Officer
                           Calvert Municipal Fund, Inc.            and
                           Calvert World Values Fund, Inc.        Director

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income                      and
                           Calvert Tax-Free Reserves              Trustee
                           Calvert Social Investment Fund
                           Calvert Cash Reserves
                           The Calvert Fund

                           Investment Companies
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor                      and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company                         and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent                          and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company                        and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer                           and
                           4550 Montgomery Avenue                 Director
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert-Sloan Advisers, LLC            Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert New World Fund, Inc.           Director
                           Investment Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           --------------
                           Alliance Capital Mgmt. L.P.      Sr. Vice President
                           Mutual Fund Division                   Director
                           1345 Avenue of the Americas
                           New York, NY 10105
                           --------------


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

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


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

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


Reno J. Martini            Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           First Variable Rate Fund               Officer
                            for Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Acacia Capital Corporation
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.

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


Charles T. Nason           Acacia Mutual Life Insurance           Officer
                           Acacia National Life Insurance         and Director

                           Insurance Companies
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Financial Corporation           Officer
                           Holding Company                         and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ---------------
                           Gardner Montgomery Company             Director
                           Tax Return Preparation Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Federal Savings Bank            Director
                           Savings Bank
                           7600-B Leesburg Pike
                           Falls Church, Virginia 22043
                           ---------------
                           Enterprise Resources, Inc.             Director
                           Business Support Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Insurance Management            Officer
                            Services Corporation                   and
                           Service Corporation                    Director
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Director
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Director
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Shareholder Services, Inc.     Director
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Social Investment Fund         Trustee
                           Investment Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           -----------------
                           The Advisors Group, Inc.               Director
                           Broker-Dealer and
                           Investment Advisor
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------


Robert-John H.             Acacia National Life Insurance         Officer
 Sands                     Insurance Company                       and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Mutual Life Insurance           Officer
                           Insurance Company
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Financial Corporation           Officer
                           Holding Company                         and
                           7315 Wisconsin Avenue                  Director
                           Bethesda, Maryland 20814
                           ----------------
                           Acacia Federal Savings Bank            Officer
                           Savings Bank
                           7600-B Leesburg Pike
                           Falls Church, Virginia 22043
                           ---------------
                           Enterprise Resources, Inc.             Director
                           Business Support Services
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Realty Corporation              Officer
                           Real Estate Investments
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Acacia Insurance Management            Officer
                            Services Corporation                   and
                           Service Corporation                    Director
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Gardner Montgomery Company             Officer
                           Tax Return                             and
                            Preparation Services                  Director
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           The Advisors Group, Inc.               Director
                           Broker-Dealer and
                           Investment Advisor
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Group, Ltd.                    Director
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Director
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management, Co., Inc.    Director
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Shareholder Services, Inc.     Director
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------

William M. Tartikoff       Acacia National Life Insurance         Officer
                           Insurance Company
                           7315 Wisconsin Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Acacia Capital Corporation
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

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


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

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


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

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


Lisa Crossley Newton       Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Acacia Capital Corporation
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

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


Ivy Wafford Duke           Calvert Group, Ltd.                    Officer
                           Holding Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Administrative Services Co.    Officer
                           Service Company
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ---------------
                           Calvert Asset Management Co., Inc.     Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Shareholder Services, Inc.     Officer
                           Transfer Agent
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert Distributors, Inc.             Officer
                           Broker-Dealer
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           Calvert-Sloan Advisers, LLC            Officer
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ----------------
                           First Variable Rate Fund for           Officer
                            Government Income
                           Calvert Tax-Free Reserves
                           Calvert Cash Reserves
                           Calvert Social Investment Fund
                           The Calvert Fund
                           Acacia Capital Corporation
                           Calvert Municipal Fund, Inc.
                           Calvert World Values Fund, Inc.
                           Calvert New World Fund, Inc.

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


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

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


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


Annette Krakovitz          Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------


John Nichols               Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------


David Leach                Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------


Matthew D. Gelfand         Calvert Asset Management               Officer
                           Company, Inc.
                           Investment Advisor
                           4550 Montgomery Avenue
                           Bethesda, Maryland 20814
                           ------------------
                           Strategic Investment Management        Officer
                           Investment Advisor
                           1001 19th Street North
                           Arlington, Virginia 20009
                           ------------------


Item 29. Principal Underwriters

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

         (b)      Positions of Underwriter's Officers and Directors

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

Barbara J. Krumsiek        Director and President         President and
                                                          Director

Ronald M. Wolfsheimer      Director, Senior Vice          Treasurer
                           President and Chief Financial Officer

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

Craig Cloyed               Senior Vice President          None

Karen Becker               Vice President, Operations     None

Steve Cohen                Vice President                 None

Geoffrey Ashton            Regional Vice President        None

Martin Brown               Regional Vice President        None

Janet Haley                Regional Vice President        None

Ben Ogbogu                 Regional Vice President        None

Susan Walker Bender        Assistant Secretary            Assistant Secretary

Katherine Stoner           Assistant Secretary            Assistant Secretary

Lisa Crossley Newton       Assistant Secretary            Assistant Secretary
                           and Compliance Officer

Ivy Wafford Duke           Assistant Secretary            Assistant Secretary

         (c)      Inapplicable.


Item 30. Location of Accounts and Records

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


Item 31. Management Services

         Not Applicable


Item 32. Undertakings

         a)       Not Applicable

         b)       Not Applicable

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


         SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and
the Investment Company Act of 1940, the Registrant certifies that it
meets all of the requirements for effectiveness of this registration
statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this registration statement to be signed on its behalf
by the undersigned, thereto duly authorized in the City of Bethesda, and
State of Maryland, on the 1st day of May, 1998.


         CALVERT WORLD VALUES FUND, INC.


         By:
         _______________**_________________
         Barbara J. Krumsiek
         President and Director


         SIGNATURES


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

Signature                           Title                     Date



__________**____________            President and Director    5/1/98
Barbara J. Krumsiek                 (Principal Executive Officer)


__________**____________            Principal Accounting      5/1/98
Ronald M. Wolfsheimer               Officer


__________**____________            Director                  5/1/98
John G. Guffey, Jr.


__________**____________            Director                  5/1/98
Terrence Mollner


__________**____________            Director                  5/1/98
Rustum Roy


__________**____________            Director                  5/1/98
D. Wayne Silby


__________**____________            Director                  5/1/98
Tessa Tennant


__________**____________            Director                  5/1/98
Mohammed Yunus


**By: Katherine Stoner as Attorney-in-fact.









Exhibit 10


May 1, 1998


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


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


Ladies and Gentlemen:


         As counsel to Calvert Group, Ltd., it is my opinion that the
securities being registered by this Post-Effective Amendment No. 10 will
be legally issued, fully paid and non-assessable when sold.  My opinion
is based on an examination of documents related to Calvert World Values
Fund, Inc. (the "Fund"), including its Articles of Incorporation, other
original or photostatic copies of Fund records, certificates of public
officials, documents, papers, statutes, or authorities as I deemed
necessary to form the basis of this opinion.

         I therefore consent to filing this opinion of counsel with the
Securities and Exchange Commission as an Exhibit to the Fund's
Post-Effective Amendment No. 10 to its Registration Statement.

Sincerely,

/s/ Katherine Stoner

Katherine Stoner
Associate General Counsel




                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            Barbara Krumsiek
Witness                                     Name of Director

<PAGE>

                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            John G. Guffey, Jr.
Witness                                     Name of Director


<PAGE>

                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

John G. Guffey, Jr.                         Terrence Mollner
Witness                                     Name of Director


<PAGE>


                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            Rustum Roy
Witness                                     Name of Director


<PAGE>

                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            D. Wayne Silby
Witness                                     Name of Director


<PAGE>

                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            Tessa Tennant
Witness                                     Name of Director


<PAGE>

                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

December 9, 1997
Date                                        /Signature/

                                            Muhammad Yunus
Witness                                     Name of Director


<PAGE>


                               POWER OF ATTORNEY


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

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

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

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

         WITNESS my hand on the date set forth below.

May 5, 1997
Date                                        /Signature/

Terrence Mollner                            Ronald M. Wolfsheimer
Witness                                     Name of Officer




<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000884110
<NAME> CALVERT WORLD VALUES FUND, INC.
<SERIES>
   <NUMBER> 111
   <NAME> CALVERT CAPITAL ACCUMULATION FUND, CLASS A
<MULTIPLIER> 1000
       
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<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            47503
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<OTHER-INCOME>                                       0
<EXPENSES-NET>                                     443
<NET-INVESTMENT-INCOME>                          (227)
<REALIZED-GAINS-CURRENT>                          2459
<APPREC-INCREASE-CURRENT>                         9239
<NET-CHANGE-FROM-OPS>                            11471
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                            474
<NUMBER-OF-SHARES-REDEEMED>                        391
<SHARES-REINVESTED>                                  0
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<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                              192
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    450
<AVERAGE-NET-ASSETS>                             53558
<PER-SHARE-NAV-BEGIN>                            21.29
<PER-SHARE-NII>                                  (.11)
<PER-SHARE-GAIN-APPREC>                           6.03
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              27.21
<EXPENSE-RATIO>                                   1.84
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<CIK> 0000884110
<NAME> CALVERT WORLD VALUES FUND, INC.
<SERIES>
   <NUMBER> 222
   <NAME> CALVERT CAPITAL ACCUMULATION FUND, CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                            47503
<INVESTMENTS-AT-VALUE>                           58501
<RECEIVABLES>                                      332
<ASSETS-OTHER>                                     248
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                   59081
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                          146
<TOTAL-LIABILITIES>                                146
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          3182
<SHARES-COMMON-STOCK>                              157
<SHARES-COMMON-PRIOR>                              146
<ACCUMULATED-NII-CURRENT>                         (37)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            271
<OVERDISTRIBUTION-GAINS>                             0
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<EXPENSES-NET>                                      54
<NET-INVESTMENT-INCOME>                           (38)
<REALIZED-GAINS-CURRENT>                           185
<APPREC-INCREASE-CURRENT>                          694
<NET-CHANGE-FROM-OPS>                              841
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                             29
<NUMBER-OF-SHARES-REDEEMED>                         18
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                              11
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               14
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                     54
<AVERAGE-NET-ASSETS>                              4140
<PER-SHARE-NAV-BEGIN>                            20.96
<PER-SHARE-NII>                                  (.24)
<PER-SHARE-GAIN-APPREC>                           5.92
<PER-SHARE-DIVIDEND>                                 0
<PER-SHARE-DISTRIBUTIONS>                            0
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              26.64
<EXPENSE-RATIO>                                   2.97
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>





CONSENT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors of Calvert World Values Fund, Inc.

         We consent to the incorporation by reference in Post-Effective
Amendment No. 10 to the Registration Statement of Calvert World Values Fund,
Inc. on Form N-1A (File Numbers 33-45829 and 811-06563) of our reports dated
April 10, 1998 on our audit of the financial statements and financial
highlights of Calvert Capital Accumulation Fund, which report is included in
the Annual Report to Shareholders for the year ended September 30, 1997 for
Calvert Capital Accumulation Fund, and which are incorporated by reference in
the Registration Statement. We also consent to the reference to our firm under
the caption "Independent Accountants and Custodians" in the Statements of
Additional Information.


COOPERS & LYBRAND L.L.P.


Baltimore, Maryland
May 4, 1998






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