CALVERT WORLD VALUES FUND INC
485BPOS, 1998-01-23
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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. 8              XX

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Post-Effective Amendment No. 8              XX


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

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

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

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


It is proposed that this filing will become effective

__ Immediately upon filing                  XX on January 31, 1998
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.




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 January 31, 1998
    

Calvert Social Investment Fund
o   MONEY MARKET PORTFOLIO                        o BOND PORTFOLIO
o   MANAGED GROWTH PORTFOLIO                      o EQUITY PORTFOLIO

Calvert World Values Fund, Inc.
o INTERNATIONAL EQUITY FUND

4550 MONTGOMERY AVENUE, BETHESDA, MARYLAND 20814

   
Introduction to the Funds
Calvert Social Investment Fund ("CSIF") and Calvert World Values Fund ("CWVF")
International Equity Fund (each a "Fund" and together, the "Funds") each seek
to provide growth of capital or current income through investment in
enterprises that make a significant contribution to society through their
products and services and through the way they do business. See "Investment
Objectives and Policies." Investments are selected on the basis of their
ability to contribute to the dual objectives of the Funds. Potential
investments are first selected for financial soundness and then evaluated
according to a particular Fund's social criteria.
    

Five different Portfolios are offered:

 CSIF Managed Growth Portfolio (a balanced fund)
 CSIF Bond Portfolio
 CSIF Equity Portfolio
 CSIF Money Market Portfolio
 CWVF International Equity Fund

An investment in a Fund is neither insured nor guaranteed by the US
Government. There can be no assurance that the CSIF Money Market Portfolio
will be successful in maintaining a constant net asset value of $1.00 per
share.


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

   
Statements of Additional Information for the Funds (dated January 31, 1998)
have been filed with the Securities and Exchange Commission and are
incorporated by reference. These free Statements are available upon request:
800-368-2748.
    

The SEC maintains a Web site at http://www.sec.gov that contains the
Statements of Additional Information, material incorporated by reference, and
other information regarding the Funds.


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

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

To Open An Account
Call your broker, or complete and return the enclosed Account Application.
Minimum investment is $1,000 for CSIF, and $2,000 for CWVF.

Highlights

INVESTMENT OBJECTIVES AND POLICIES

The Funds are designed to provide opportunities for investors seeking growth
of capital or current income through investment in enterprises that make a
significant contribution to society through their products and services and
through the way they do business.

CSIF Money Market Portfolio seeks to provide the highest level of current
income, consistent with liquidity, safety and stability, through investment in
money market instruments, including securities issued or guaranteed by
agencies of the US Government and repurchase agreements with banks and brokers
secured by such instruments, selected in accordance with the Fund's investment
and social criteria. The Money Market Portfolio is designed for short-term
cash management and for investors needing stability of principal. The Money
Market Portfolio seeks to maintain a constant net asset value of $1.00 per
share.

CSIF Managed Growth Portfolio is a balanced fund which seeks to achieve a
total return above the rate of inflation through an actively managed,
diversified portfolio of common and preferred stocks, bonds and money market
instruments which offer income and capital growth opportunity and which
satisfy the investment and social concern criteria.

CSIF Bond Portfolio seeks to provide as high a level of current income as is
consistent with prudent investment risk and preservation of capital through
investment in bonds and other straight debt securities, selected pursuant to
the Fund's investment and social criteria.

CSIF Equity Portfolio seeks growth of capital through investment in the equity
securities of issuers within industries perceived to offer opportunities for
potential capital appreciation and which satisfy the Fund's investment and
social criteria.

CWVF International Equity Fund seeks to achieve a high total return consistent
with reasonable risk, by investing primarily in a globally diversified
portfolio of equity securities.
There can be no assurance that the Funds will be successful in meeting their
investment objectives. For a further description of the Funds and discussion
of the Funds' investment techniques, see "Investment Objectives and Policies,"
"Investment Selection Process" and "Additional Investment Policies."

Expertise in the Management of the Funds

   
The Funds' Investment Advisor is Calvert Asset Management Company, Inc.
("CAMCO"), a subsidiary of Acacia Mutual Life Insurance Company of Washington,
D.C. CAMCO manages the CSIF Money Market Portfolio, CSIF Bond Portfolio, and
the fixed-income assets of the CSIF Managed Growth Portfolio. Investment
Subadvisors for the equity assets of the CSIF Managed Growth Portfolio are NCM
Capital Management Group, Inc. and Brown Capital Management, Inc. Loomis,
Sayles & Company, L.P. ("Loomis, Sayles") is the Subadvisor to the CSIF Equity
Portfolio, and Murray Johnstone International, Ltd., is the Subadvisor for the
CWVF International Equity Fund.
    

DIVERSIFICATION OF INVESTMENTS AND RISKS

By pooling the investments of many investors with similar investment
objectives, investors have an opportunity to benefit from a broadly
diversified portfolio. For a discussion of the risks which may be associated
with investments in repurchase and reverse repurchase agreements, privately
placed securities, non-investment grade debt securities, the securities of
foreign issuers, and options and futures contracts, see "Additional Investment
Policies" and the Statements of Additional Information.


PURCHASE OF FUND SHARES

There is no sales charge on shares of the CSIF Money Market Portfolio. Class A
shares of the CSIF Managed Growth, Bond, and Equity Portfolios and the CWVF
International Equity Fund are sold subject to a front-end sales charge which
varies according to the dollar amount of shares purchased (see "How to Buy
Shares").

Purchases of shares of the Funds may be made by mail, bank wire, electronic
funds transfer, through the Funds' branch office or through brokers. (See "How
to Buy Shares.")

REDEMPTION OF FUND SHARES

Shares of each Portfolio may be redeemed at any time at no charge at the net
asset value next determined after a proper redemption request is received by
the transfer agent. Investors may redeem shares by mail or by telephone,
through brokers, or, for investors in the CSIF Money Market Portfolio, by
writing drafts in the amount of $250 or more against their account balances.
(See "How to Sell Your Shares.")

GENERAL INFORMATION

   
CSIF is an open-end, diversified management investment company organized as a
Massachusetts business trust under a Declaration of Trust dated December 14,
1981, and is a series company. The Money Market and Managed Growth Portfolios
commenced operations in October 1982, and the Bond and Equity Portfolios
commenced operations in August 1987. CSIF's authorized capital and shares
being offered by this Prospectus consist of an unlimited number of shares of
beneficial interest of no par value which may be issued in series and classes.
Shares have equal rights with all other shares of the same class and series as
to voting, dividends and liquidation.
    

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

FUND EXPENSES

                           CSIF Money                CSIF Managed
A. Shareholder             Market Portfolio          Growth Portfolio
  Transaction Costs        Class A                   Class A      Class C

  Maximum Sales
Charge on Purchases
(as a percentage of
offering price)            None                      4.75%        None

  Contingent Deferred
Sales Charge               None                      None         None

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

  Management Fees          0.50%                     0.60%        0.60%
  Rule 12b-1 Service and
  Distribution Fees        0.00%                     0.24%        1.00%
  Other Expenses
  (after expense
reimbursement)             0.39%                     0.30%        0.69%
  Total Fund
Operating Expenses1        0.89%                     1.14%        2.29%

                           CSIF Bond                 CSIF Equity
A. Shareholder             Portfolio                 Portfolio
Transaction Costs          Class A                   Class A      Class C

Maximum Sales
Charge on Purchases
(as a percentage of
offering price)             3.75%                    4.75%        None
 
Contingent Deferred
Sales Charge                None                     None         None

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

   Management Fees          0.55%                    0.55%        0.55%
   Rule 12b-1 Service
   and Distribution Fees    0.20%                    0.23%        1.00%
   Other Expenses           0.44%                    0.43%        0.76%
   Total Fund
   Operating Expenses1      1.19%                    1.21%        2.31%


                                                     CWVF International
A. Shareholder                                       Equity Fund
    Transaction Costs                                Class A      Class C

   Maximum Sales Charge on Purchases
    (as a percentage of offering price)              4.75%        None
   Contingent Deferred Sales Charge                  None         None

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

   Management Fees                                   1.10%        1.10%
   Rule 12b-1 Service and Distribution Fees          0.25%        1.00%
   Other Expenses                                    0.56%        0.81%
   Total Fund Operating Expenses1                    1.91%        2.91%

C.       Example
         You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return; (2) redemption at the end of each period; and (3) for
all Portfolios except the CSIF Money Market Portfolio, payment of maximum
initial sales charge for Class A shares at time of purchase:

              1 YEAR           3 YEARS           5 YEARS          10 YEARS


CSIF MONEY MARKET PORTFOLIO
              $9               $28               $49              $110

CSIF MANAGED GROWTH PORTFOLIO
Class A       $59              $82               $107             $180
Class C       $23              $72               $123             $263

CSIF BOND PORTFOLIO
Class A       $49              $74               $100             $176

CSIF EQUITY PORTFOLIO
Class A       $59              $84               $111             $187
Class C       $23              $72               $124             $265

CWVF INTERNATIONAL EQUITY FUND
Class A       $66              $105              $146             $260
Class C       $29              $90               $153             $323

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

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

   
1. Net Operating Expenses after reduction for fees paid indirectly were:
CSIF Money Market - 0.87%             CSIF Equity, A - 1.20%
CSIF Managed Growth - A 1.12%         CSIF Equity, C - 2.30%
CSIF Managed Growth - C 2.27%         CWVF International Equity, A - 1.76%
CSIF Bond - 1.15%                     CWVF International Equity, C - 2.76%
    

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

   
Annual Fund Operating Expenses
are based on historical expenses. Management fees for CSIF Bond have been
restated to reflect a partial waiver of the fees, in effect until 2/29/2000.
Management Fees are paid by each Fund to CAMCO for managing the Funds'
investments and business affairs. Management fees include the Subadvisory fees
paid by CAMCO to the Subadvisors, and, for CWVF International Equity Fund, the
administrative fee paid by the Fund to Calvert Administrative Services
Company, an affiliate of CAMCO. The Management Fees for the CSIF Equity
Portfolio include a performance adjustment, which could cause the fee to be as
high as 0.90% or as low as 0.50%, depending on the Equity Portfolio's
performance. The Management fees for the CSIF Managed Growth Portfolio include
a performance adjustment which could cause the fee to be as high as 0.85% or
as low as 0.55%, depending on its 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 each Fund's yield or share price and are not charged
directly to individual shareholder accounts.

If CAMCO had not reimbursed or waived fees, the current Other Expenses and
Total Fund Operating Expenses for the CSIF Money Market Portfolio would have
been 0.50% and 1.00%, respectively.
    

The Funds' Rule 12b-1 fees include an asset-based sales charge. Thus,
long-term shareholders in a 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. (the "NASD"). 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 compensation for the sale and distribution of the
securities or for services to the Funds. See the Statements of Additional
Information, "Method of Distribution."

FINANCIAL HIGHLIGHTS

The following tables provide information about the financial history of each
Fund's shares. They express the information in terms of a single share
outstanding for the respective Portfolio throughout each period. Information
for Class C shares is presented only since their inception on March 1, 1994.
The tables have been audited by the independent accountants, whose reports are
included in the Annual Reports to Shareholders of the Fund. The tables should
be read in conjunction with the financial statements and their related notes.
The current Annual Reports to Shareholders are incorporated by reference into
the Statements of Additional Information.

                                        Year Ended September 30,
CSIF MONEY MARKET PORTFOLIO             1997         1996         1995

Net asset value, beginning of year      $1.00        $1.00        $1.00
Income from investment operations
     Net investment income              0.48         .048         .050
Distributions from
     Net investment income              (0.48)       (.048)       (.050)
Net asset value, end of year            $1.00        $1.00        $1.00
Total return*                           4.89%        4.88%        5.13%
Ratio to average net assets:
     Net investment income              4.79%        4.77%        5.03%
     Total expenses**                   .89%         .89%         .89%
     Net expenses                       .87%         .87%         .87%
     Expenses reimbursed and/or waived  .11%         .21%         .18%
Net assets, end of year (in thousands)  $166,111     $166,516     $153,996
Number of shares outstanding
at end of year (in thousands)           166,163      166,569      154,044

                                        YEAR ENDED SEPTEMBER 30,
CSIF MONEY MARKET PORTFOLIO             1994         1993         1992

Net asset value, beginning of year      $1.00        $1.00        $1.00
Income from investment operations
     Net investment income              .031         .025         .037
Distributions from
     Net investment income              (.031)       (.025)       (.037)
Net asset value, end of year            $1.00        $1.00        $1.00
Total return*                           3.13%        2.56%        3.79%
Ratio to average net assets:
     Net investment income              3.07%        2.54%        3.74%
     Total expenses**                   N/A          N/A          N/A
     Net expenses                       .87%         .87%         .87%
     Expenses reimbursed and/or waived  .18%         .20%         .16%
Net assets, end of year (in thousands)  $143,779     $144,985     $171,340
Number of shares outstanding
at end of year (in thousands)           143,826      145,031      171,407

         *Total return prior to 1989 is not audited.
         **Effective September 30, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
         N/A - Disclosure not applicable to prior periods.

                                    Year Ended September 30,
CSIF Money Market Portfolio         1991       1990       1989       1988
Net asset value, beginning of year  $1.00      $1.00      $1.00      $1.00
Income from investment operations
     Net investment income          .061       .076       .084       .067
Distributions from
     Net investment income          (.061)     (.076)     (.084)     (.067)
Net asset value, end of year        $1.00      $1.00      $1.00      $1.00
Total return*                       6.32%      7.85%      6.47%      5.31%
Ratio to average net assets:
     Net investment income          6.12%      7.53%      8.40%      6.47%
     Total expenses**               N/A        N/A        N/A        N/A
     Net expenses                   .87%       .85%       .85%       .84%
     Expenses reimbursed 
     &/or waived                    .13%        .14%        .17%     .27%
Net assets, end of year 
 (in thousands)                     $193,947   $182,148   $139,662  $81,253
Number of shares outstanding
at end of year (in thousands)       194,015    182,193    139,707    81,278


Class A Shares                      Year Ended September 30,
CSIF Managed Growth Portfolio       1997       1996       1995       1994
Net asset value, beginning of year  $31.35     $32.81     $28.77     $30.84
Income from investment operations
     Net investment income          .83        .78        .87        .93
     Net realized and unrealized
     gain (loss) on investment      5.61       2.28       4.25       (1.83)
       Total from investment
        operations                  6.44       3.06       5.12       (.90)
Distributions from
     Net investment income          (.81)      (.77)      (.87)      (.95)
     Net realized gains             (2.10)     (3.75)     (.21)      (.23)
       Total distributions          (2.91)     (4.52)     (1.08)     (1.18)
Total increase (decrease)
  in asset value                    3.53       (1.46)     4.04       (20.8)
Net asset value, end of year        $34.88     $31.35     $32.81     $28.77
Total return*                       21.94%     10.27%     18.21%     (2.95)%
Ratio to average net assets:
     Net investment income          2.57%      2.58%      2.89%      3.14%
     Total expenses**               1.14%      1.28%      1.28%      N/A
     Net expenses                   1.12%      1.26%      1.26%      1.24%
     Expenses reimbursed 
       &/or waived                  -         .01%       .02%        -
     Portfolio turnover             215%       111%       114%       34%
Average commission rate paid        $.0508     $.0489     N/A        N/A
Net assets, end of year 
 (in thousands)                    $675,306   $594,482   $560,981   $512,027
Number of shares outstanding
at end of year (in thousands)       19,362     18,964     17,099     17,800


Class A Shares                      Year Ended September 30,
CSIF Managed Growth Portfolio       1993         1992         1991
Net asset value, beginning of year  $29.35       $28.42       $25.87
Income from investment operations
     Net investment income          .95          1.07         1.20
     Net realized and unrealized
     gain (loss) on investment      1.91         1.82         3.10
       Total from investment 
          operations                2.86         2.89         4.30
Distributions from
     Net investment income          (.95)        (1.95)       (1.00)
     Net realized gains             (.41)        (.01)        (.75)
       Total distributions          (1.36)       (1.96)       (1.75)
Total increase (decrease) 
  in asset value                    1.50         .93          2.55
Net asset value, end of year        $30.85       $29.35       $28.42
Total return*                       9.98%        10.71%       17.51%
Ratio to average net assets:
     Net investment income          3.25%        3.90%        4.73%
     Total expenses**               N/A          N/A          N/A
     Net expenses                   1.25%        1.28%        1.31%
     Expenses reimbursed 
      and/or waived                 -            -            -
Portfolio turnover                  33%          14%          25%
Average commission rate paid        N/A          N/A          N/A
Net assets, end of year 
  (in thousands)                    $536,170     $419,514     $329,922
Number of shares outstanding
at end of year (in thousands)       17,378       14,292       11,609


Class A Shares                      Year Ended September 30,
CSIF Managed Growth Portfolio       1990         1989           1988
Net asset value, beginning of year  $27.72       $25.04         $27.44
Income from investment operations
     Net investment income          1.09         1.15           1.09
     Net realized and unrealized
     gain (loss) on investment      (1.85)       2.97           (1.91)
       Total from investment
          operations                (.76)        4.12           (.82)
Distributions from 
     Net investment income          (.63)        (.98)          (1.08)
     Net realized gains             (.46)        (.46)          (.50)
       Total distributions          (1.09)       (1.44)         (1.58)
Total increase (decrease) 
  in asset value                    (1.85)       2.68           (2.40)
Net asset value, end of year        $25.87       $27.72         $25.04
Total return*                       (2.87%)      17.31%         (2.48%)
Ratio to average net assets:
     Net investment income          4.85%        4.49%          4.30%
     Total expenses**               N/A          N/A            N/A
     Net expenses                   1.30%        1.29%          1.34%
     Expenses reimbursed 
       &/or waived                  -            -              -
Portfolio turnover                  24%          34%            46%
Average commission rate paid        N/A          N/A            N/A
Net assets, end of year 
  (in thousands)                   $242,617      $212,178       $171,931
Number of shares outstanding
at end of year (in thousands)       9,377        7,654          6,866

         *Total return prior to 1989 is not audited.
         **Effective September 30, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
         N/A - Disclosure not applicable to prior periods.


                               Year                           From Inception
                               Ended                          (March 1, 1994)
Class C Shares                 September 30,                  to September 30,
CSIF Managed Growth Portfolio  1997       1996       1995       1994
Net asset value,
beginning of period            $31.05     $32.60     $28.65     $30.43
Income from investment
operations
     Net investment income     .47        .46        .54        .51
     Net realized and unrealized
     gain (loss) on investment 5.54       2.17       4.20       (1.66)
     Total from investment
     operations                6.01       2.63       4.74       (1.15)
Distributions from
     Net investment income     (.44)      (.43)      (.58)      (.63)
     Net realized gains        (2.10)     (3.75)     (.21)      -
      Total distributions      (2.54)     (4.18)     (.79)      (.63)
Total increase (decrease) in
asset value                    3.47       1.55       3.95       (1.78)
Net asset value, end of period $34.52     $31.05     $32.60     $28.65
Total return*                  20.56%     8.85%      16.85%     (3.30%)
Ratio to average net assets:
     Net investment income     1.42%      1.34%      1.61%      1.83%(a)
     Total expenses**          2.29%      2.52%      2.51%      N/A
     Net expenses              2.27%      2.50%      2.50%      2.47%(a)
     Expenses reimbursed
     and/or waived             -          .14%       .42%       1.46%(a)
Portfolio turnover             215%       111%       114%       34%
Average commission rate paid   $.0508     $.0489     N/A        N/A
Net assets, end of period
(in thousands)                 $8,898     $6,715     $4,065     $1,893
Number of shares outstanding
at end of period (in thousands) 258       216        125        66


Class A Shares                 Year Ended September 30,
CSIF Bond Portfolio            1997       1996       1995       1994
Net asset value,
beginning of period            $16.06     $16.34     $15.49     $17.77
Income from investment
operations
   Net investment income       96         .92        .96        .94
   Net realized and unrealized gain
   (loss) on investments       58         (.29)      .91        (1.81)
   Total from investment
   operations                  1.54       .63        1.87       (.87)
Distributions from
   Net investment income       (.96)      (.91)      (.93)      (.94)
   Net realized gains          -          -          (.06)      (.47)
   Tax return of capital       -          -          (.03)      -
   Total distributions         (.96)      (.91)      (1.02)     (1.41)
Total increase (decrease) in
asset value                    .58        (.28)      .85        (2.28)
Net asset value, end of period $16.64     $16.06     $16.34     $15.49
Total return*                  9.89%      3.96%      12.57%     (5.18%)
Ratio to average net assets:
   Net investment income       5.85%      5.60%      6.04%      5.64%
   Total expenses**            1.23%      1.29%      1.24%      N/A
   Net expenses                1.19%      1.26%      1.22%      1.10%
Portfolio turnover             319%       22%        29%        19%
Net assets, end of period
(in thousands)                 $59,656    $62,259    $62,929    $61,573
Number of shares outstanding
at end of period (in thousands) 3,585     3,876      3,850      3,976


         *Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not audited.
         **Effective September 30, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; previously such reductions were
included in the ratio.
         (a) Annualized
         N/A - Disclosure not applicable to prior periods.


Class A Shares                              Year Ended September 30,
CSIF Bond Portfolio                         1993          1992         1991
Net asset value, beginning of period        $17.05        $16.48       $15.34
Income from investment operations
   Net investment income                    1.08          1.15         1.21
   Net realized and unrealized gain
   (loss) on investments                    .85           .78          1.15
   Total from investment operations         1.93          1.93         2.36
Distributions from
   Net investment income                    (1.08)        (1.15)       (1.21)
   Net realized gains                       (.13)         (.21)        (.01)
   Tax return of capital                    -             -            -
    Total distributions                     (1.21)        (1.36)       (1.22)
Total increase (decrease) in
asset value                                               .72          .57
1.14
Net asset value, end of period              $17.77        $17.05       $16.48
Total return*                               11.89%        12.29%       15.95%
Ratio to average net assets:
Net investment income                       6.33%         6.90%        7.63%
   Total expenses**                         N/A           N/A          N/A
   Net expenses                             .79%          .75%         .77%
   Expenses reimbursed and/or waived        .20%          .24%         .27%
Portfolio turnover                          28%           29%          24%
Net assets, end of period (in thousands)    $67,134       $50,572      $33,259
Number of shares outstanding
at end of period (in thousands)             3,778         2,965        2,018


Class A Shares                              Year Ended September 30,
CSIF Bond Portfolio                         1990          1989         1988
Net asset value, beginning of period        $15.71        $15.43       $14.81
Income from investment operations
   Net investment income                    1.24          1.31         1.16
   Net realized and unrealized gain
   (loss) on investments                    (.32)         .30          .62
   Total from investment operations         .92           1.61         1.78
Distributions from
   Net investment income                    (1.24)        (1.29)       (1.16)
   Net realized gains                       (.05)         (.04)        -
   Tax return of capital                    -             -            -
    Total distributions                     (1.29)        (1.33)       (1.16)
Total increase (decrease) in
asset value                                 (.37)         .28          .62
Net asset value, end of period              $15.34        $15.71       $15.43
Total return*                               6.09%         10.93%       12.32%
Ratio to average net assets:
Net investment income                       8.02%         8.53%        8.14%
   Total expenses**                         N/A           N/A          N/A
   Net expenses                             .65%          .17%         -
   Expenses reimbursed and/or waived        .45%          .92%         1.56%
Portfolio turnover                          22%           50%          27%
Net assets, end of period (in thousands)    $23,298       $12,792      $5,235
Number of shares outstanding
at end of period (in thousands)             1,519         814          339

*        Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not audited.
**       Effective September 30, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
         N/A - Disclosure not applicable to prior periods.


Class A Shares                   Year Ended September 30,
CSIF Equity Portfolio            1997        1996         1995        1994
Net asset value, beginning 
  of period                      $22.54      $21.12      $20.13       $21.43
Income from investment operations
   Net investment income         -           .03          .06         .13
   Net realized and unrealized gain
   (loss)on investments          6.73        3.26         2.22        (1.04)
   Total from investment 
     operations                  6.73         3.29        2.28        (.91)
Distributions from
   Net investment income         (.01)       (.06)        (.04)       (.28)
   Net realized gains            (1.49)      (1.81)       (1.25)      (.11)
   Total distributions           (1.50)      (1.87)       (1.29)      (.39)
Total increase (decrease) in
net asset value                  5.23        1.42         .99         (1.30)
Net asset value, end of period   $27.77      $22.54       $21.12      20.13
Total return*                    31.34%      16.62%       12.43%      (4.33%)
Ratio to average net assets:
   Net investment income         .03%        .15%         .32%        .65%
   Total expenses**              1.21%       1.29%        1.38%       N/A
   Net expenses                  1.20%       1.27%        1.36%       1.27%
   Expenses reimbursed and/or waived         -            -           --
Portfolio turnover               93%         118%         35%         94%
Average commission rate paid     $.0574      $.0556       N/A         N/A
Net assets, end of period 
     (in thousands)              $147,002    $101,344    $90,951      $92,970
Number of shares outstanding
at end of period (in thousands)  5,294       4,496        4,307       4,620


Class A Shares, con't.
         Year Ended September 30,
         1993     1992     1991     1990    1989     1988
         $20.03   $18.89   $15.86   $18.07  $14.58   $15.33

         21       .17      .44      .32     .40      .87

         1.36     1.20     2.96     (2.24)  3.40     (1.53)
         1.57     1.37     3.40     (1.92)  3.80     (.66)

         (.17)    (.23)    (.37)    (.24)   (.31)    (.08)
         -        -        -        (.05)   -        (.01)
         (.17)    (.23)    (.37)    (.29)   (.31)    (.09)

          1.40    1.14     3.03     (2.21)  3.49     (.75)
         $21.43   $20.03   $18.89   $15.86  $18.07   $14.58
         7.82%    7.36%    21.88%   (10.80%)26.69%   (4.26%)

         1.06%    1.02%    1.94%    2.64%   2.48%    2.85%
         N/A      N/A      N/A      N/A     N/A      N/A
         1.13%    1.17%    1.04%    .78%    .21%     N/A
         -        -        .18%     .50%    1.17%    2.49%
         43%      24%      27%      31%     8%       23%
         N/A      N/A      N/A      N/A     N/A      N/A
         $85,042  $64,629  $42,642  $22,212 $7,927   $1,711
 
         3,968    3,226    2,258    1,401   439      117


     *Total return is not annualized and does not reflect deduction of Class A
front-end sales charges. Total return prior to 1989 is not audited.
     **Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
     N/A - Disclosure not applicable to prior periods.


                                                                From Inception
                                                                (March 1, 1994)
Class C Shares                   Year Ended September 30,      to September 30,
CSIF Equity Portfolio            1997        1996       1995          1994
Net asset value, beginning 
  of period                      $21.71      $20.66     $19.98       $22.12
Income from investment operations
   Net investment income         (.05)       (.16)      (.03)         (.06)
   Net realized and unrealized gain
   (loss)on investments          6.21        3.04       2.05          (2.08)
   Total from investment 
     operations                  6.16        2.88       2.02          (2.14)
Distributions from
   Net investment income         (.01)       (.02)      (.09)         -
   Net realized gains            (1.49)      (1.81)     (1.25)        -
   Total distributions           (1.50)      (1.83)     (1.34)        -
Total increase (decrease) in
net asset value                  4.66        1.05       .68           (2.14)
Net asset value, end of period   $26.37      $21.71     $20.66        $19.98
Total return*                    29.84%      14.85%     11.16%        (9.14%)
Ratio to average net assets:
   Net investment income        (1.08%)     (1.42%)    (.84%)        (1.06%)(a)
   Total expenses**              2.31%       2.86%      2.51%         N/A
   Net expenses                  2.30%       2.85%      2.50%         2.75%(a)
   Expenses reimbursed 
     and/or waived               -           -          1.07%         4.60%(a)
Portfolio turnover               93%         118%       35%           94%
Average commission rate paid     $.0574      $.0556     N/A           N/A
Net assets, end of period 
   (in thousands)                $6,249     $2,996      $1,802        $670
Number of shares outstanding
at end of period (in thousands)  237         138        87            34


Class A Shares                      Year Ended September 30,
CWVF International Equity           1997       1996       1995       1994
Net asset value, beginning of year  $18.62     $17.62     $17.99     $16.35
Income from investment operations
   Net investment income            .10        .04        .11        -
   Net realized and unrealized
   gain (loss)                      3.81       1.53       .38        2.14
   Total from investment operations 3.91       1.57       .49        2.14
Distributions from:
   Net investment income            (.05)      (.13)      -          (.03)
   Excess of net
   investment income                -          -          -          (.04)
   Net realized gains               (.42)      (.44)      (.86)      (.43)
   Total distributions              (.47)      (.57)      (.86)      (.50)
Total increase (decrease) 
   in net asset value               3.44       1.00       (.37)      1.64
Net asset value, end of year        $22.06     $18.62     $17.62     $17.99
Total return*                       21.44%     9.22%      3.19%      13.44%
Ratio to average net assets:
   Net investment income (loss)     .51%       .23%       .68%       (.04%)
   Total expenses**                 1.91%      1.95%      1.93%      N/A
   Net expenses                     1.76%      1.81%      1.79%      1.96%
   Expenses reimbursed 
      and/or waived                 -          -          -          .04%
Portfolio turnover                  58%        96%        73%        78%
Average commission rate paid        $.0222     $.0339     N/A        N/A
Net assets, end of year 
   (in thousands)                   $225,169   $194,032   $191,586   $175,543
Number of shares outstanding at
end of year (in thousands)          10,207     10,422     10,876     9,755


                                                       From Inception
                                      Year Ended       (July 2, 1992)
Class A Shares                        Sept. 30,        to September 30,
CWVF International Equity             1993             1992
Net asset value, beginning of period  $14.31           $15.00
Income from investment operation
   Net investment income              .08              .02
   Net realized and unrealized 
      gain (loss)                     2.04             (.71)
   Total from investment operations   2.12             (.69)
Distributions from:
   Net investment income              (.05)            -
   Excess of net
   investment income                  -                -
   Net realized gains                 (.03)            -
   Total distributions                (.08)            -
Total increase (decrease) 
   in net asset value                 2.04             (.69)
Net asset value, ending               $16.35           $14.31
Total return*                         14.95%           (4.60%)
Ratio to average net assets:
   Net investment income (loss)       .80%             1.23%(a)
   Total expenses**                   N/A              N/A
   Net expenses                       1.50%            1.01%(a)
   Expenses reimbursed and/or waived  .20%             .60%(a)
Portfolio turnover                    35%              -
Average commission rate paid          N/A              N/A
Net assets, end of period 
   (in thousands)                     $54,280         $8,440
Number of shares outstanding
at ending (in thousands)              3,319            590


   *Total return is not annualized and does not reflect deduction of Class A
front-end sales charges. Total return prior to 1989 is not audited.
   **Effective September 30, 1995, this ratio reflects total expenses before
reduction for fees paid indirectly; such reductions are included in the ratio
of net expenses.
   (a) Annualized
   N/A - Disclosure not applicable to prior periods.


                                                                   From
                                                                   Inception
                                                                   (3/1/94)
Class C Shares                      Year Ended Sept. 30,           to Sept.30,
CWVF International Equity           1997       1996       1995       1994
Net asset value, beginning 
  of period                         $18.20     $17.28     $17.86     $18.24
Income from investment operations
   Net investment income            (.07)      (.15)      (.05)      (.06)
   Net realized and unrealized gain
   (loss) on investments            3.68       1.51       .32        (.32)
   Total from investment operations 3.61       1.36       .27        (.38)
Distributions from:
   Net realized gains               (.42)      (.44)      (.85)      -
   Total distributions              (.42)      (.44)      (.85)      -
Total increase (decrease) 
   in net asset value               3.19       .92        (.58)      (.38)
Net asset value, ending             $21.39     $18.20     $17.28     $17.86
Total return*                       20.22%     8.07%      1.95%      (1.27%)
Ratio to average net assets:
   Net investment income (loss)     (.47%)     (.88%)     (.47%)     (1.16%)(a)
   Total expenses**                 2.91%      3.08%      3.12%      N/A
   Net expenses                     2.76%      2.93%      2.99%      3.32%(a)
   Expenses reimbursed 
      and/or waived                 -          -          .13%       .50%(a)
Portfolio turnover                  58%        96%        73%        78%
Average commission rate paid        $.0222     $.0339     N/A        N/A
Net assets, end of period 
   (in thousands)                   $8,799     $6,779     $6,061     $3,620
Number of shares outstanding
at ending (in thousands)            411        373        351        203


         *Total return is not annualized and does not reflect deduction of
Class A front-end sales charges. Total return prior to 1989 is not audited.
         **Effective September 30, 1995, this ratio reflects total expenses
before reduction for fees paid indirectly; such reductions are included in the
ratio of net expenses.
         (a) Annualized
         N/A - Disclosure not applicable to prior periods.


INVESTMENT OBJECTIVES AND POLICIES

   
The Funds are designed for individual and institutional investors, including
ERISA fiduciaries, seeking growth of capital or current income through
investment in enterprises that make a significant contribution to society
through their products and services and through the way they do business. The
CSIF Managed Growth Portfolio is designed for long-term investment through a
balanced portfolio. The CSIF Money Market Portfolio is designed for short-term
cash management and stability of principal. The CSIF Bond Portfolio is
designed for current income and preservation of capital. The CSIF Equity
Portfolio and CWVF International Equity Fund are designed for capital growth.
The net asset value of each Portfolio, except for CSIF Money Market Portfolio,
will fluctuate in response to changes in market conditions and the value of
portfolio investments.
    

CSIF Money Market Portfolio
The Money Market Portfolio seeks to provide the highest level of current
income, consistent with liquidity, safety and security of capital, through
investment in money market instruments, including repurchase agreements with
recognized securities brokers and banks secured by such instruments, and
reverse repurchase agreements, all selected in accordance with the Fund's
investment and social criteria. The Money Market Portfolio attempts to
maintain a constant net asset value of $1.00 per share.

The Money Market Portfolio invests only in high grade, short-term money market
instruments which may include: obligations issued or guaranteed as to
principal by the United States Government, its agencies and instrumentalities;
US dollar-denominated certificates of deposit, time deposits and bankers'
acceptances of US banks, generally banks with assets in excess of $1 billion;
taxable municipal securities, including variable rate demand notes; and
commercial paper (including participation interests in loans extended by banks
to issuers of commercial paper) that at the date of investment is rated A-1 by
Standard & Poor's Ratings Group ("S&P") or Prime-1 by Moody's Investors
Service, Inc. ("Moody's"), or, if not rated, is of comparable quality.

CSIF Managed Growth Portfolio
The Managed Growth Portfolio seeks to achieve a total return above the rate of
inflation through an actively managed portfolio of stocks, bonds and money
market instruments (including repurchase agreements secured by such
instruments) selected with a concern for the investment and social impact of
each investment. It is not the policy of the Managed Growth Portfolio to take
risks to obtain speculatively or aggressively high returns. The portfolio is a
"balanced" portfolio, and intends to invest approximately 55% to 60% of its
assets in equities and 40% to 45% in fixed income securities. See "Portfolio
Managers" for more information. Generally, equity investments are selected by
the subadvisors, subject to direction and control by CAMCO and the CSIF Board
of Trustees. CAMCO manages the Portfolio's fixed-income assets and determines
the mix for the Managed Growth Portfolio depending upon its view of market
conditions and the economic outlook.

CSIF Managed Growth Portfolio may purchase both common and preferred stock.
The Portfolio normally invests in bonds which are considered investment-grade,
including bonds which are direct or indirect obligations of the US Government,
or which at the date of investment are rated AAA, AA, A, or BBB by S&P or Aaa,
Aa, A, or Baa by Moody's. The Portfolio may purchase lower-rated obligations
(those rated below BBB, which are considered noninvestment-grade securities)
but no more than 20% of its assets may be invested in obligations rated lower
than B. The Portfolio may purchase, without limitation, bonds which are
unrated but of comparable quality to bonds rated B or better as determined by
CAMCO under the supervision of the CSIF Board of Trustees. The Managed Growth
Portfolio does not currently hold or intend to invest more than 5% of its net
assets in noninvestment-grade securities. See the Statement of Additional
Information ("SAI") for additional information concerning bond ratings.

CSIF Bond Portfolio
The Bond Portfolio seeks to provide as high a level of current income as is
consistent with prudent investment risk and preservation of capital through
investment in bonds and other straight debt securities, including taxable
municipal securities, selected pursuant to the Fund's investment and social
criteria. The Bond Portfolio is neither speculative nor conservative in its
investment policies and will take reasonable risks in seeking to achieve its
investment objective of current income and preservation of capital. Debt
securities may be long-term, intermediate-term, short-term, or any combination
thereof, depending on the Advisors' evaluation of current and anticipated
market patterns and trends; the Advisors expect that the Bond Portfolio's
average weighted maturity will range between 5 and 20 years. The value of the
Portfolio will vary inversely with changes in interest rates.

   
In seeking to achieve these objectives, it is anticipated that under normal
conditions the Bond Portfolio will invest at least 65% of the value of its net
assets in publicly-traded straight debt securities which have an investment
grade rating of A or above as determined by a nationally recognized rating
service such as S&P or Moody's, or if unrated, determined to be of comparable
quality. The Portfolio may also invest in obligations issued or guaranteed by
the US Government or its agencies or instrumentalities, or in cash and cash
equivalents. Up to 20% of the Bond Portfolio's total assets may be invested in
straight debt securities which are not rated within the four highest grades,
in convertible debt securities, convertible preferred and preferred stocks, or
other securities. The Bond Portfolio does not currently hold or intend to
invest more than 5% (approximately) of its net assets in noninvestment-grade
securities. See the SAI for additional information concerning bond ratings.
    

CSIF Equity Portfolio
The Equity Portfolio seeks growth of capital through investment in the equity
securities of issuers within industries perceived to offer opportunities for
potential capital appreciation and which satisfy the Fund's investment and
social criteria. The Equity Portfolio is neither speculative nor conservative
in its investment policies and will take reasonable risks in seeking to
achieve its investment objective of growth of capital.

CSIF Equity Portfolio normally invests at least 80% of the value of its net
assets in equity securities. Such securities include common stocks,
convertible securities and preferred stocks. For liquidity purposes or pending
the investment of the proceeds of the sale of its shares, this Portfolio may
invest up to 20% of the value of its assets in money market instruments,
including: obligations of the US Government, its agencies and
instrumentalities; certificates of deposit of banks, generally, those having
total assets of at least one billion dollars; and commercial paper or other
corporate notes of investment grade quality. Such securities may be purchases
subject to repurchase agreements with recognized securities brokers and banks.
If the Equity Portfolio has assumed a temporary defensive posture, there is no
limitation on the percentage of its assets which may be invested in money
market instruments. The Equity Portfolio does not currently hold or intend to
invest more than 5% of its net assets in noninvestment-grade debt securities.

ADDITIONAL INVESTMENT POLICIES

Calvert Social Investment Fund
As a matter of fundamental investment policy which cannot be changed without
shareholder approval, no more than 25% of the value of a Portfolio's assets
may be invested in any one industry, no more than 5% of a Portfolio's assets
may be invested in any one company, nor may a Portfolio, or CSIF in the
aggregate, purchase more than 10% of the voting securities of any issuer.

   
CSIF Managed Growth, Bond and Equity Portfolios each can use various
techniques 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 Portfolios can use these practices either
as substitution or as protection against an adverse move in the Portfolios to
adjust the risk and return characteristics of the Portfolios. If the Advisor
and/or Subadvisor judges market conditions incorrectly or employs a strategy
that does not correlate well with a Portfolio'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 a
Portfolio 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 Portfolios' 15% restriction on illiquid securities. See the CSIF SAI for
more detail about these strategies.
    

CSIF may engage in repurchase agreements and reverse repurchase agreements. In
a repurchase agreement, the Portfolio buys a security subject to the right and
obligation to sell it back at a higher price. In order to minimize any risk
involved, the Portfolio engages in such transactions only with recognized
securities brokers determined by the Advisor to present a minimal credit risk.
Repurchase agreements are fully collateralized and always have a maturity of
less than one year. In a reverse repurchase agreement, the Portfolio sells a
security subject to the right and obligation to buy it back at a higher price.
The Portfolio then invests the proceeds from the transaction in another
obligation in which it is authorized to invest. For reverse repurchase
agreements, the Portfolio maintains liquid assets equal in value to the
repurchase price in a segregated account.

Each CSIF Portfolio 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 10% of the value of that Portfolio's
total assets.

The Managed Growth and Bond Portfolio's fixed-income investment strategies
caused them to have a relatively high portfolio turnover compared to other
portfolios. A portfolio with high turnover may incur higher transaction costs,
such as custodian and settlement fees. During fiscal 1997, brokerage
commission expenses remained relatively level even though turnover increased
significantly, since the fixed income investments are traded on a spread,
rather than a commission basis.

CSIF has adopted the following operating (i.e., non-fundamental) investment
policies which may be changed by the Board of Trustees without shareholder
approval:
CSIF Managed Growth, Bond, and Equity Portfolios may not purchase or hold
illiquid securities if more than 15% of the value of that Portfolio's net
assets would be invested in such securities. CSIF Money Market illiquid
securities limitation is 10% of net assets.

Each CSIF Portfolio may invest up to 25% of its assets in the securities of
foreign issuers. The Portfolios may purchase foreign securities directly, on
foreign markets, or those represented by American Depositary Receipts
("ADRs"), or other receipts evidencing ownership of foreign securities, such as
International Depository Receipts and Global Depositary Receipts. ADRs are US
dollar-denominated and traded in the US on exchanges or over the counter.
Foreign securities may involve additional risks, including currency
fluctuations, risks relating to political or economic conditions, and the
potentially less stringent investor protection and disclosure standards of
foreign markets. These factors could make foreign investments, especially
those in developing countries, less liquid and more volatile. In addition, the
costs of foreign investing, including withholding taxes, brokerage commissions
and custodial costs are generally higher than for US investments. By investing
in ADRs rather than directly in foreign issuers' stock, the Portfolios 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. The Money Market Portfolio may purchase only high quality US
dollar-denominated instruments.

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

Under normal circumstances, International Equity will invest at least 65% of
its assets in equity securities. International Equity will invest primarily in
common stocks of established foreign companies believed by the Subadvisor to
have potential for capital growth, income or both. Companies are considered
established if their securities are traded on a recognized stock exchange.
However, International Equity may invest in any other type of security
including, but not limited to, convertible securities, preferred stocks,
bonds, notes and other debt securities of companies, (including Euro-currency
instruments and securities) or of any international agency (such as the Asian
Development Bank or Inter-American Development Bank) or obligations of
domestic or foreign governments and their political subdivisions, and in
foreign currency transactions. International Equity may invest in American or
European Depositary Receipts ("ADRs" or "EDRs"). See the Statement of
Additional Information. International Equity may establish and maintain
reserves for temporary defensive purposes or to enable it to take advantage of
buying opportunities. Its reserves may be invested in domestic as well as
foreign short-term money market instruments including, but not limited to, US
and foreign government and agency obligations, and obligations of
supranational entities, certificates of deposit, bankers' acceptances, time
deposits, commercial paper, short-term corporate debt securities and
repurchase agreements. Any money market instruments will be rated at least
A-2/P-2 or better by a nationally recognized statistical rating organization
such as Standard and Poor's or Moody's, or, if unrated, determined by the
Advisor or Subadvisor to be of equivalent credit quality. CWVF International
Equity may also engage in certain options transactions, and enter into futures
contracts and related options for hedging purposes.

Under normal circumstances, CWVF International Equity will invest at least 65%
of its assets in the securities of issuers in no less than three countries,
other than the USA. CWVF International Equity makes investments in various
countries. Under normal circumstances, International Equity may, from time to
time, have more than 25% of its assets invested in any major industrial or
developed country which in the view of the Subadvisor poses no unique
investment risk. The Subadvisor considers an investment in a given foreign
country to have "no unique investment risk" if International Equity's
investment in that country is not disproportionate to the relative size of the
country's market versus the Morgan Stanley Capital International Europe-Far
East-Asia (EFEA) or World Index or other comparable index, and if the capital
markets in that country are mature, and of sufficient liquidity and depth.
Under exceptional economic or market conditions, International Equity may
invest substantially all of its assets in only one or two countries, or in US
government obligations. As an operating policy, CWVF International Equity will
limit its investment in securities of US issuers, excluding Special Equities
and High Social Impact Investments, to 5% of its net assets.

In determining the appropriate distribution of investments among various
countries and geographic regions, the Subadvisor ordinarily will consider the
following factors: prospects for relative economic growth among foreign
countries; expected levels of inflation; relative price levels of the various
capital markets; government policies influencing business conditions; the
outlook for currency relationships and the range of individual investment
opportunities available to the global investor. International Equity may
invest up to 30% of its net assets in developing countries, which involve
exposure to economic structures that are generally less diverse and mature
than in the United States, and to political systems which may be less stable.
A country is considered to be a developing country if it is not included in
the Morgan Stanley Capital International World Index.

CWVF International Equity may may invest up to 35% of its net assets in debt
securities excluding money market instruments. Of this, at least 30% will be
of the highest credit quality available (rated AAA or Aaa by Standard & Poor's
("S&P") or Moody's, respectively, or if not rated by S&P or Moody's, then
determined by the Subadvisor to be of equivalent credit quality). The
remaining 5% of Fund assets that may be invested in debt securities may be
rated lower than AAA, although the Subadvisor does not intended to purchase
any bonds rated lower than AAA unless the instrument provides an opportunity
to invest in an attractive company in which an equity investment is not
currently available or desirable. All fixed income instruments are subject to
interest-rate risk; that is, when market interest rates rise, the current
principal value of a bond will decline.

CWVF International Equity may write covered call options and purchase call and
put options on securities and security indices, and may write secured put
options and enter into option transactions on foreign currency. It may also
engage in transactions in financial futures contract and related options for
hedging purposes, and invest in warrants, stock rights and repurchase
agreements. These investment techniques and the related risks are described in
more detail in the Statement of Additional Information.

Options on foreign currencies will be covered by securities denominated in
that currency. Options on securities indices will be covered by securities
that substantially replicate the movement of the index. CWVF International
Equity may not write options on more than 50% of its total assets. Management
presently intends to cease writing options in and as long as 25% of such total
assets are subject to outstanding options contracts. CWVF International Equity
may invest up to an aggregate of 5% of its total assets in exchange-traded or
over-the-counter call and put options on securities and securities indices and
foreign currencies. Purchases of such options may be made for the purpose of
hedging against changes in the market value of the underlying securities or
foreign currencies.

Lending portfolio securities
CWVF International Equity 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 will not exceed
10% of assets. Any such loans must be secured continuously in the form of cash
or cash equivalents such as US Treasury bills; the amount of the collateral
must on a current basis equal or exceed the market value of the loaned
securities, and CWVF International Equity must be able to terminate such loans
upon notice at any time. International Equity 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 CWVF International Equity 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.

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, International Equity will make loans of
its portfolio securities only to those firms the Advisor or Subadvisor deems
creditworthy and only on such terms the Advisor or Subadvisor believes should
compensate for such risk. On termination of the loan the borrower is obligated
to return the securities. International Equity will realize any gain or loss
in the market value of the securities during the loan period and may pay
reasonable custodial fees in connection with the loan.

International Equity Fund's investment objective and those policies set forth
as fundamental investment restrictions may not be changed without shareholder
approval.

Risk Factors - CWVF International Equity
An investment in International Equity is subject to various risks.
International Equity's use of certain investment techniques, such as foreign
currency options, involves special risks. See "Investment Techniques and
Related Risks."

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

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

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

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

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

INVESTMENT SELECTION PROCESS

Investments are selected on the basis of their ability to contribute to the
dual objectives of financial soundness and social criteria.

   
Potential investments for a Fund are first screened for financial soundness
and then evaluated according to that Fund's social criteria. To the greatest
extent possible, investments are made in companies exhibiting unusual,
positive accomplishments with respect to one or more of the criteria.
Companies must meet the Fund's minimum standards for all its criteria.
    

With respect to government securities, CSIF invests primarily in debt
obligations issued or guaranteed by agencies or instrumentalities of the US
Government whose purposes further or are compatible with CSIF's social
criteria, such as obligations of the Student Loan Marketing Association,
rather than general obligations of the US Government, such as Treasury
securities.

Although each Fund's social criteria and consideration tend to limit the
availability of investment opportunities more than is customary with other
investment companies, CAMCO and the Subadvisors of the Funds believe there are
sufficient investment opportunities to permit full investment among issuers
which satisfy each Fund's investment and social objectives.

The selection of an organization for investment by a Portfolio does not
constitute endorsement or validation by each Fund, nor does the exclusion of
an organization necessarily reflect failure to satisfy each Fund's social
criteria. Investors in each Fund are invited to send a brief description of
companies they believe might be suitable for investment.

All Investments are selected with a concern for the social impact of each
investment

Calvert Social Investment Fund
Calvert Social Investment Fund invests in accordance with its philosophy that
long-term rewards to investors will come from those organizations whose
products, services, and methods enhance the human condition and the
traditional American values of individual initiative, equality of opportunity
and cooperative effort.

CSIF has developed the following criteria for the selection of organizations
in which it invests. CSIF recognizes, however, that these criteria represent
standards of behavior which few, if any, organizations totally satisfy and
that, as a matter of practice, evaluation of a particular organization in the
context of these criteria will involve subjective judgment by CAMCO and CSIF's
Subadvisors.
         Given these considerations, CSIF seeks to invest in a producer or
service provider which:

1.       Delivers safe products and services in ways which sustain our natural
environment. For example, CSIF looks for companies that produce energy from
renewable resources, while avoiding consistent polluters.

2.       Is managed with participation throughout the organization in defining
and achieving objectives. For example, CSIF looks for companies that offer
employee stock ownership or profit-sharing plans.

3.       Negotiates fairly with its workers, provides an environment
supportive of their wellness, does not discriminate on the basis of race,
gender, religion, age, disability, ethnic origin, or sexual orientation, does
not consistently violate regulations of the Equal Employment Opportunity
Commission, and provides opportunities for women, disadvantaged minorities,
and others for whom equal opportunities have often been denied. For example,
CSIF considers both unionized and non-union firms with good labor relations.

4.       Fosters awareness of a commitment to human goals, such as creativity,
productivity, self-respect and responsibility, within the organization and the
world, and continually recreates a context within which these goals can be
realized. For example, CSIF looks for companies with an above average
commitment to community affairs and charitable giving.

CSIF will not invest in an issuer which the Advisors determine to be
significantly engaged in:

1.       The production of nuclear energy or the manufacture of equipment to
produce nuclear energy.

2.       Business activities in support of repressive regimes.

3.       The manufacture of weapon systems.

CSIF will not, as a matter of operating policy which may be changed without
the approval of a majority of the outstanding shares, invest in an issuer
primarily engaged in the manufacture of alcoholic beverages or tobacco
products, or the operation of gambling casinos.

   
CSIF believes that social and technological change will continue to transform
America and the world into the next century. Those enterprises which exhibit a
social awareness measured in terms of the above attributes and considerations
should be better prepared to meet future societal needs for goods and
services. By responding to social concerns, these enterprises should maintain
flexibility and further social goals. In so doing they should not only avoid
the liability that may be incurred when a product or service is determined to
have a negative social impact or has outlived its usefulness, but also be
better positioned to develop opportunities to make a profitable contribution
to society. These enterprises should be ready to respond to external demands
and ensure that over the longer term they will be viable to provide a positive
return to both investors and society as a whole.
    

Calvert World Values International Equity Fund
CWVF International Equity carefully reviews company policies and behavior
regarding social issues important to global quality of life.

CWVF International Equity currently observes the following operating policies
which may be changed by its Board of Directors without shareholder approval:

1.       It actively seeks to invest in companies that achieve excellence in
both financial return and environmental soundness, selecting issuers that take
positive steps toward preserving and enhancing our natural environment through
their operations and products, and avoiding companies with poor environmental
records;

2.       CWVF International Equity seeks to invest in companies with positive
labor practices. We consider the International Labor Organization's basic
conventions on worker rights as a guideline for our labor criteria.
International Equity avoids investing in companies that demonstrate a pattern
of engaging in forced, compulsory, or child labor. In addition, we seek to
invest in companies that hire and promote women and ethnic minorities; respect
the right to form unions; comply, at a minimum, with domestic hour and wage
laws; and provide good health and safety standards;

3.       International Equity will not invest in issuers which the Advisor or
Subadvisor ascertains contribute to human rights abuses in other countries;

4.       It will not invest in producers of nuclear power or nuclear weapons,
or companies with more than 10% of revenues derived from the production or
sale of weapons systems; and

5.       It will not invest in companies which derive more than 10% of
revenues from the production of alcohol or tobacco products, and actively
seeks to invest in companies whose products or services improve the quality of
or access to health care, including public health and preventative medicine.

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

The spirit of Calvert World Values International Equity Fund's social vision
is similar to Calvert Social Investment Fund, but the application of the
social analysis is significantly different. International investing brings
unique challenges in terms of corporate disclosure, regulatory structures,
environmental standards, and differing national and cultural priorities. Due
to these factors, the CWVF social investment standards are less stringent than
those of CSIF. CWVF may invest in companies that operate in countries with
poor human rights records if we believe the companies are making a positive
contribution.

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

Many private placement investments have no readily available market and may
therefore be considered illiquid. Investments in private placements and other
securities for which market quotations are not readily available are valued
under the direction and control of the Boards.

High Social Impact Investments - CSIF and International Equity
Each Portfolio may invest a small portion of its respective assets in
investments in securities that offer a rate of return below the then
prevailing market rate and that present attractive opportunities for
furthering the Fund's social criteria ("High Social Impact Investments"); such
High Social Impact investments must be less than 1% of the applicable CSIF
Portfolio's assets, and less than 3% of CWVF International Equity's assets.
Such securities are typically illiquid and unrated and 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 Boards identifies, evaluates, selects and values
these investments, subject to ratification by the Boards.

YIELD AND TOTAL RETURN

The Portfolios may advertise different types of yield and total return
performance, which is calculated separately for each class. All performance
figures are based on historical earnings and are not intended to indicate
future performance. Further information about each Portfolio's performance is
contained in its Annual Report to Shareholders, which may be obtained without
charge.

CSIF Money Market Portfolio
The Money Market Portfolio may advertise "yield" and "effective yield." The
"yield" refers to the actual income generated by an investment over a
particular base period, stated in the advertisement. If the base period is
less than one year, the yield will be "annualized." That is, the amount of
income generated by the investment during the base period is assumed to be
generated over a one-year period and is shown as a percentage of the
investment. The "effective yield" is calculated like yield, but assumes
reinvestment of earned income. The effective yield will be slightly higher
than the yield because of the compounding effect of this assumed reinvestment.

CSIF Bond Portfolio
Yield measures the Bond Portfolio's current investment performance, that is,
the rate of income on its portfolio investments divided by the share price.
Yield is computed by annualizing the result of dividing the net investment
income per share over a 30-day period by the maximum offering price per share
on the last day of that period. Yields are calculated according to accounting
methods that are standardized for all stock and bond funds.

CSIF Managed Growth, Bond, Equity and CWVF International Equity Portfolios
Total return differs from yield in that yield figures measure only the income
component of a Portfolio's investments, while total return 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 its dividends and capital gain distributions are reinvested. A cumulative
total return reflects the performance of the class over a stated period of
time. An average annual total return reflects the hypothetical annual
compounded return that would have produced the same cumulative total return if
the performance had been constant over the entire period. Because average
annual returns tend to smooth out variations in the returns, you should
recognize that they are not the same as actual year-by-year results. Both
types of total return for Class A shares usually will include the effect of
paying the front-end sales charge. Of course, total returns will be higher if
sales charges are not taken into account. Quotations of "return without
maximum sales charge" 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.

Fund MANAGEMENT

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

Calvert Social Investment Fund
The Board of Trustees supervises CSIF's activities and reviews its contracts
with companies that
provide it with services. CSIF is an open-end diversified management
investment company, organized as a Massachusetts business trust on December
14, 1981.
       

   
Board of Trustees - Calvert Social Investment Fund
REBECCA ADAMSON
President, First Nations Development Institute
RICHARD L. BAIRD, JR.
Executive Vice President, Family Health Council, Inc.
JOHN G. GUFFEY, JR.
Co-Chair, Calvert Social Investment Foundation
Treasurer and Director, Silby, Guffey & Co., Inc.
JOY V. JONES, Esq.
Attorney and Entertainment Manager
BARBARA J. KRUMSIEK
President, Chief Executive Officer and Vice Chair, Calvert Group, Ltd. and
subsidiaries
TERRENCE J. MOLLNER, Ed.D.
Founder and Chair, Trusteeship Institute, Inc.
Co-Chair, Calvert Social Investment Foundation
(Ms.) SYDNEY AMARA MORRIS
Unitarian Church of Vancouver, Vancouver, British Columbia, Canada
CHARLES T. NASON
Chairman, President, and Chief Executive Officer, The Acacia Group
D. WAYNE SILBY
President, Secretary, and Director, Silby, Guffey & Co., Inc.
Chair, CSIF Board of Trustees
    

Calvert Social Investment Fund Advisory Council
The Advisory Council is a resource to the CSIF Board of Trustees regarding
communication
networks for the Fund and the application and refinement of the Fund's social
criteria.

   
TIMOTHY SMITH
(Chair) Executive Director, Interfaith Center on Corporate Responsibility
ROBERT BROWNE
President, Twenty-First Century Foundation
WILLIAM J. BYNUM
President and CEO, Enterprise Corporation for the Delta
JACK CHIN
Coordinator, Funder's Forum on Environmental Education
FRED DAVIE
Program Officer, Community and Resource Development, Ford Foundation
MARIAN WRIGHT EDELMAN
President & Founder, Children's Defense Fund
MICHAEL FISCHER
Program Officer, William and Flora Hewlett Foundation
ELIZABETH HARRIS
Vice President, UNC Partners, Inc.
SOPHIA BRACEY HARRIS
Founder and Executive Director, The Federation of Childcare Centers of
Alabama, Inc.
JAMES E. HEARD
President, Breakwater Holdings
HAZEL HENDERSON
Independent Futurist and Author
ERICA HUNT
Executive Director, Twenty-First Century Foundation
GRACE LECLAIR
Writer, Consultant and Theorist Concerning the Impacts of Economics on Family
and Community Life
KAI LEE
Professor of Environmental Studies and Director of the Center for
Environmental Studies,Williams College
JESSICA LIPNACK
President, The Networking Institute, Inc.
ROBERT CARTER RANDOLPH
Attorney and Mediator/Arbitrator
Washington Arbitration and Mediation Service
RUSTUM ROY
Professor of Geochemistry, Pennsylvania State University
BYRON RUSHING
State Representative, Massachusetts
MARC DAVID SARKADY
Leadership Consultant and International Facilitator
GAIL SNOWDEN
Group Executive, Community Banking Group, Bank of Boston
JEFFREY STAMPS
Chairman, The Networking Institute, Inc.
THOMAS STONEBACK
Vice President and Chief Administrative Officer, Rodale Press, Inc.
DARRELD RAY TURNER, II
Policy Advisor, Cherokee Nation of Oklahoma
DIANE WHITE
Owner, Blackberry

D. Wayne Silby, Chair of CSIF's Board of Trustees, serves as an ex officio
member of the Advisory Council.
    

Calvert World Values International Equity Fund
The Board of Directors supervises CWVF's activities and reviews its contracts
with companies that provide CWVF with services.

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

Board of Directors - Calvert World Values Fund, Inc.

   
JOHN G. GUFFEY, JR.
Chair, Calvert Social Investment Foundation
Treasurer and Director, Silby, Guffey & Co., Inc.
BARBARA J. KRUMSIEK
Co-Chair of the CWVF Board of Directors
President, Chief Executive Officer and Vice Chair, Calvert Group, Ltd. and
subsidiaries
TERRENCE J. MOLLNER, Ed.D.
Founder and Chair, Trusteeship Institute, Inc.
RUSTUM ROY
Evan Pugh Professor of Solid State Geochemistry, Pennsylvania State University
D. WAYNE SILBY
President, Secretary, and Director, Silby, Guffey & Co., Inc.
Co-Chair of the CWVF Board of Directors
TESSA TENNANT
Green and ethical investing Manager, National Provident Investment Managers
Ltd.
MUHAMMAD YUNUS
Managing Director, Grameen Bank, Bangladesh
    

Calvert Asset Management Company, Inc. serves as Advisor to the Funds.
Calvert Asset Management Company, Inc. ("CAMCO") is each Fund's investment
advisor. CAMCO 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
Trustees/Directors who are employees of CAMCO or its affiliates. CAMCO 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.

   
Calvert Group is one of the largest investment management firms in the
Washington, D.C. area.
Calvert Group, Ltd., parent of CAMCO, each Fund's 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 of over
$5 billion and more than 200,000 shareholder and depositor accounts.
    

Portfolio Managers

   
CSIF Managed Growth Portfolio
The Managed Growth Portfolio is managed by multiple investment subadvisors.
With the multi-manager approach, there will be several investment strategies
in place at any given time in order to help the Portfolio pursue its
investment objectives. The Managed Growth Portfolio may employ "growth
managers," who generally concentrate on stocks that have demonstrated, or are
expected to produce, earnings growth rates significantly greater than the
market as a whole, as well as "value managers," who tend to make stock
selections on the basis of perceived relative value as determined by a defined
model in a bottom-up approach.

CAMCO manages the fixed-income portion of the Portfolio and has retained NCM
Capital Management Group, Inc. ("NCM") and Brown Capital Management, Inc.
("Brown") as subadvisors for the equity portion of the Portfolio.

CAMCO
CAMCO utilizes a team approach to the management of the fixed-income assets of
the Managed Growth Portfolio. CAMCO has actively managed these assets since
July 1995. Prior to this, the fixed-income assets were managed by US Trust as
a Subadvisor with CAMCO providing oversight. Reno J. Martini, Senior Vice
President and Chief Investment Officer, heads this team and oversees the
management of all Calvert portfolios for CAMCO. Mr. Martini has over 19 years
of experience in the securities industry and has been the head of the asset
management team since 1985.
    

NCM Capital Management Group, Inc.
NCM Capital Management Group, Inc. has managed a part of the equity portion of
the Managed Growth Portfolio since July 1, 1995. NCM was founded by Maceo K.
Sloan in 1986 as a subsidiary of North Carolina Mutual Life Insurance Company,
which was established by Mr. Sloan's ancestors in 1898 and is one of the
oldest and largest minority-owned financial institutions in the country. NCM
has been an employee-owned subsidiary of Sloan Financial Group since 1991.
Maceo K. Sloan, CFA, FLMI, is the Chairman, President, Chief Executive
Officer, and Chief Investment Officer. Sixty percent of Sloan Financial Group
is co-owned by Mr. Sloan and Justin E. Beckett, who is Executive Vice
President and a Director of NCM. NCM is one of the largest minority-owned
investment management firms in the country, and provides products in equity,
fixed income and balanced portfolio management. It is also one of the industry
leaders in the employment and training of minority and women investment
professionals.

   
NCM's portfolio management team consists of several members, headed by Maceo
K. Sloan and Clifford D. Mpare. Maceo K. Sloan, CFA, FLMI, is Chairman,
President, Chief Executive Officer, and Chief Investment Officer of the
company. He received a BA from Morehouse College, and MBA from Georgia State
University, and a JD from North Carolina Central University. He is a Chartered
Financial Analyst and Fellow of the Life Management Institute. Mr. Sloan is a
regular panelist on the PBS program Wall Street Week in Review and has been a
panelist and chaired several conferences concerning investment opportunities
in South Africa, such as the RCB International Seminar and the Pensions 2000
on South Africa.
    

   
Clifford D. Mpare, CFA, CMA, is Senior Vice President and Director of
Investments. He received his BComm from St. Mary's University and an MBA from
Dalhousie University. He is a Chartered Financial Analyst and a Certified
Management Accountant.

Brown Capital Management, Inc.
Brown Capital Management, Inc. of 809 Cathedral Street, Baltimore, Maryland,
has managed part of the equity portion of the Managed Growth Portfolio since
September 30, 1996. Brown Capital Management, Inc. 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. The firm concentrates on mid-/large-cap growth stocks.

Asset management by Brown Capital Management, Inc. is by a team headed by
Eddie C. Brown. Eddie C. Brown, Portfolio Manager, is founder and President of
Brown Capital Management. He has over 23 years of investment experience,
having served as Vice President and Portfolio Manager for 10 years at T. Rowe
Price Associates immediately prior to starting his own firm. Mr. Brown holds a
BS in Electrical Engineering from Howard University, an MS in Business
Administration from the Indiana University School of Business. He is a
professionally-designated Chartered Financial Analyst and Chartered Investment
Counselor, and an inductee into the "Wall Street Week Hall of Fame," and a
member of The President's Roundtable.
    

CSIF Bond Portfolio
CAMCO utilizes a team approach to the management of the fixed-income assets of
the Bond Portfolio. CAMCO has actively managed these assets since March 1997.
Prior to this, the fixed-income assets were managed by US Trust as a
Subadvisor with CAMCO providing oversight. Reno J. Martini, Senior Vice
President and Chief Investment Officer, heads this team and oversees the
management of all Calvert portfolios for CAMCO. Mr. Martini has over 19 years
of experience in the securities industry and has been the head of the asset
management team since 1985.

CSIF Equity Portfolio
Loomis, Sayles & Company, L.P.
Loomis, Sayles & Company, L.P. is the Subadvisor to the Equity Portfolio. A
private investment counsel firm founded in 1926, Loomis, Sayles is organized
as a limited partnership, controlled by New England Mutual Life Insurance
Company. The principal business address of Loomis, Sayles is One Financial
Center, Boston, Massachusetts 02111.

   
Philip J. Schettewi, Managing Partner, Vice President, and Chief Portfolio
Strategist of Loomis, Sayles & Company, L.P., is the portfolio manager for the
Equity Portfolio. Mr. Schettewi is a Chartered Financial Analyst, and has 16
years experience in the investment business.
    

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

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

Calvert Social Investment Fund Advisory Fees

CAMCO receives a fee based on a percentage of CSIF's assets, and for the
Managed Growth and Equity Portfolios only, a performance (+ or -) fee as well.
From this, CAMCO pays the Subadvisors where applicable.

   
For its services during fiscal year 1997, CAMCO was entitled to and did
receive, pursuant to the Investment Advisory Agreement, 0.50% of the Money
Market Portfolio's average daily net assets. It also received 0.59% of the
Bond Portfolio's, 0.55% of the Equity Portfolio's (after performance
adjustment), and 0.60% of the Managed Growth Portfolio's (after performance
adjustment) average daily net assets as investment advisory fees. With respect
to the Bond Portfolio for the period March 1, 1997 to February 29, 2000, the
Advisor has voluntarily agreed to limit its investment advisory fee to 0.55%
of the Bond Portfolio's average daily net assets.
    

Investment selections for the fixed-income assets of the CSIF Managed Growth
Portfolio are made by CAMCO. The Subadvisors make the investment selections
for the remaining assets. Subadvisory fees are paid by CAMCO and are equal to
a base fee of 0.25% of the Managed Growth Portfolio's average daily net
assets, plus or minus a performance fee as set forth in the table above.
Payment (or subtraction) of a Performance Fee is conditioned on (1) the
performance of the Portfolio as a whole having exceeded (or trailed) The
Lipper Balanced Fund Index ("Fund Index") during the Performance Period; and
(2) payment of the Performance Fee not causing the Portfolio's performance to
fall below the Fund Index.

The Investment Advisory Agreement between CSIF and CAMCO, with respect to the
Managed Growth Portfolio, provides that CAMCO is entitled to a base annual fee
("Base Fee"), payable monthly, of 0.70% of the Portfolio's average daily net
assets. CAMCO may earn (or have its base fee reduced by) a performance
adjustment ("Performance Fee") based on the extent to which performance of the
Managed Growth Portfolio exceeds or trails the Relevant Index. The Relevant
Indices are as follows:

         CAMCO:                     Lehman Aggregate Bond Index
         NCM:                       Russell 3000
         Brown:                     Standard & Poor's 500 Stock Index

         Performance versus         Performance
         the Relevant Index         Fee Adjustment

         6% to less than 12%        0.05%
         12% to less than 18%       0.10%
         18% or more                0.15%

Loomis, Sayles makes investment selections for the Equity Portfolio. It
receives a subadvisory fee from CAMCO equal to a base fee of 0.25% of the
Equity Portfolio's average daily net assets, plus or minus a performance fee
as set forth in the table above. Loomis, Sayles also receives a 0.05% fee,
paid by CAMCO (not CSIF) for its assistance with the distribution of CSIF.

The Investment Advisory Agreement between CAMCO and CSIF, with respect to the
Equity Portfolio, provides that CAMCO is entitled to a base annual fee,
payable monthly, of 0.70% of the Portfolio's average daily net assets. CSIF
pays a monthly performance fee of plus or minus 0.20%, based on the extent to
which performance of the Equity Portfolio exceeds or trails the S&P's 500
Composite Index:

         Performance versus         Performance
         the S&P's 500              Fee Adjustment
         Composite Index

         6% to less than 12%        0.07%
         12% to less than 18%       0.14%
         18% or more                0.20%

   
Prior to March 1, 1997, US Trust made investment selections for the CSIF Bond
Portfolio pursuant to an Investment Subadvisory Agreement with CAMCO. For
fiscal 1997, CAMCO paid US Trust a fee of 0.20% of the assets of the Bond
Portfolio.
    

CWVF International Equity Fund Advisory Fees

   
The Investment Advisory Agreement between CWVF International Equity Fund and
CAMCO provides that CAMCO is entitled to an annual fee, payable monthly, of
1.00% of International Equity's average daily net assets. For the year ended
September 30, 1997, CAMCO received fees of 1.00% of the average daily net
assets. CAMCO may, in its discretion, defer its fees or assume International
Equity's operating expenses. The Investment Advisory Agreement provides that
CAMCO may later, to the extent permitted by law, recapture any fees it
deferred, or expenses it assumed during the two prior years. During the 1997
fiscal year, CAMCO did not recapture fees.

The Investment Subadvisory Agreement between CAMCO and Murray Johnstone
provides that Murray Johnstone is entitled to a subadvisory fee of 0.45% of
CWVF International Equity Fund's average daily net assets it manages. Murray
Johnstone's fee is paid by CAMCO, not CWVF. Murray Johnstone also receives a
0.05% fee, paid by CAMCO (not CWVF) for its assistance with the distribution
of CWVF International Equity Fund.
    

Calvert Distributors, Inc. serves as underwriter to market each Funds' shares.
Calvert Distributors, Inc. ("CDI") is the principal underwriter and
distributor for each Fund. Under the terms of its underwriting agreement with
the Funds, CDI markets and distributes the Funds' shares and is responsible
for preparing advertising and sales literature, and printing and mailing
prospectuses to prospective investors.

Calvert Administrative Services Company provides administrative services for
CWVF International Equity.
Calvert Administrative Services Company ("CASC"), an affiliate of CAMCO,
provides certain administrative services to International Equity, 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 CWVF
International Equity of 0.10% of its aggregate daily net assets, with a
minimum fee of $40,000 per year.

   
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

Opening an account

You can buy shares of CSIF or CWVF in several ways which are described here
and in the chart below.

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

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

Alternative Sales Options
CSIF Managed Growth, CSIF Equity, and CWVF International Equity each offer two
classes of shares:
Class A Shares - Front-End Load Option
Class A shares are sold with a front-end sales charge at the time of purchase.
Class A shares are not subject to a sales charge when they are redeemed.

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

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

Considerations for deciding which class of shares to buy.
Income distributions for Class A shares will probably be higher than those for
Class C shares, as a result of the distribution expenses described above. (See
also "Yield and Total Return.") You should consider Class A shares if you
qualify for a reduced sales charge under Class A or if you plan to hold the
shares for several years. Class C shares are not available for investments of
$1 million or more.

Class A Shares - CSIF Managed Growth, CSIF Equity, and CWVF International
Equity Portfolios
Class A shares are offered at net asset value plus a front-end sales charge as
follows:

                                                              Allowed to
                                    As a % of    As a % of    Brokers as
Amount of                           offering     net amount   a % of
Investment                          price        invested     offering 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%        0.25%*


Bond Portfolio
Shares are offered at net asset value plus a front-end sales charge as follows:

                                                              Allowed to
                                    As a % of    As a % of    Brokers as
Amount of                           offering     net amount   a % of
Investment                          price        invested     offering price

Less than $50,000                   3.75%        3.90%        3.00%
$50,000 but less than $100,000      3.00%        3.09%        2.25%
$100,000 but less than $250,000     2.25%        2.30%        1.75%
$250,000 but less than $500,000     1.75%        1.78%        1.25%
$500,000 but less than $1,000,000   1.00%        1.01%        0.80%
$1,000,000 and over                 0.00%        0.00%        0.25%*

     *CDI  reserves  the right to recoup any  portion of the amount  paid to the
dealer if the investor  redeems some or all shares  within  twelve months of the
time of purchase.

CSIF Managed Growth, Bond and Equity Portfolios, and CWVF International Equity:

Front-end sales charges on 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 brokers with whom it has dealer
agreements, CDI may reallow up to the full applicable sales charge. Brokers 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, 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 of CSIF Managed Growth and Equity or
CWVF International Equity Portfolios and on shares of the Bond Portfolio held
in accounts maintained by that firm.

Class A Distribution Plan

   
CSIF and CWVF have adopted a Distribution Plan with respect to Class A shares
(the "Class A Distribution Plan"), which provides for payments at a maximum
annual rate of 0.35% (0.25% for the CSIF Money Market Portfolio) 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
Funds to CDI under the Class A Distribution Plan are used to pay to brokers
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. For the fiscal
year ended September 30, 1997, the Managed Growth, Bond, and Equity Portfolios
of CSIF paid Class A Distribution Plan expenses of 0.24%, 0.20%, and 0.23% of
average net assets, respectively. CSIF Money Market Portfolio did not pay any
Distribution Plan expenses in fiscal 1997. For the same period, CWVF
International Equity paid Class A Distribution Plan expenses of 0.25% of
average net assets.
    

Class C Shares
CSIF Managed Growth and Equity Portfolios and CWVF International Equity
Class C shares are not available through all brokers. Class C shares are
offered at net asset value, without a front-end sales charge or a contingent
deferred sales charge. Class C expenses are higher than those of Class A.

Class C Distribution Plan

   
CSIF and CWVF have adopted a Distribution Plan with respect to 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 each Fund under the Class C Distribution Plan are currently used by CDI to
pay brokers and other selling firms quarterly compensation at an annual rate
of up to 0.75%, plus a service fee as described above under "Class A
Distribution Plan," of up to 0.25%, of the average daily net asset value of
each share sold by such others. For the 1997 fiscal year, the Class C
Distribution Plan expenses for CSIF Managed Growth and Equity Portfolios and
CWVF International Equity were 1.00% of average net assets for each.
    

Each of the Distribution Plans may be terminated at any time by vote of the
Independent Trustees/Directors or by vote of a majority of the outstanding
voting shares of the affected class. Brokers 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.

Arrangements with Broker/Dealers and Others

CDI may also pay additional concessions, including non-cash promotional
incentives, such as merchandise or trips, to brokers employing registered
representatives who have sold or are expected to sell a minimum dollar amount
of shares of the Funds and/or shares of other Funds underwritten by CDI. CDI
may make expense reimbursements for special training of a broker's registered
representatives, advertising or equipment, or to defray the expenses of sales
contests. All such payments will be in compliance with NASD rules.

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

Method            New Accounts                       Additional Investments

By Mail           $2,000 MINIMUM (CWVF)              $250 MINIMUM
                  $1,000 MINIMUM (CSIF)

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

                  Calvert Group                      Calvert Group
                  P.O. Box 419544                    P.O. Box 419739
                  Kansas City, MO 64141-6544         Kansas City, MO 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 64105-1807         Kansas City, MO 64105-1807

Through Your      $2,000 MINIMUM (CWVF)              $250 MINIMUM
Financial         $1,000 MINIMUM (CSIF)
Professional

AT THE CALVERT             Visit the Calvert Branch Office to make investments
OFFICE                     by check. See the back cover page for the address.

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

By Exchange       $2,000 MINIMUM (CWVF)     $250 MINIMUM
                  $1,000 MINIMUM (CSIF)
(From your account in another Calvert Group fund)
WHEN OPENING AN ACCOUNT BY EXCHANGE, YOUR NEW ACCOUNT MUST BE ESTABLISHED WITH
THE SAME NAME(S), ADDRESS AND TAXPAYER IDENTIFICATION NUMBER AS YOUR EXISTING
CALVERT ACCOUNT.

By Bank Wire      $2,000 MINIMUM (CWVF)              $250 MINIMUM
                  $1,000 MIMIMUM (CSIF)

By Calvert        NOT AVAILABLE                      $50 MINIMUM
Money             FOR INITIAL INVESTMENT
Controller*

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

NET ASSET VALUE

CSIF Money Market Portfolio shares are sold without a sales charge.
Money Market Portfolio: The price of one share is its "net asset value," or
"NAV." NAV is computed by adding the value of the Portfolio's investments plus
cash and other assets, deducting liabilities and then dividing the result by
the number of shares outstanding. The securities are valued according to the
"amortized cost" method, which is intended to stabilize the NAV at $1.00 per
share.

   
CSIF Managed Growth, Bond, and Equity Portfolios, and CWVF International
Equity Fund: Net asset value, or "NAV" refers to the worth of one share. NAV
is computed by adding the value of all portfolio holdings, plus other assets,
deducting liabilities and then dividing the result by the number of shares
outstanding. 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.
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
4:00 p.m. Eastern time). Each Fund is 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). The CSIF Money Market Portfolio may send monthly statements in lieu of
immediate confirmations of purchases and redemptions.

WHEN YOUR ACCOUNT WILL BE CREDITED

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

All of your purchases must be made in 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 is not paid, 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, those funds will be on hold for up to
10 business days from the date of receipt. During that period, the proceeds of
redemptions against those funds will be held until the transfer agent is
reasonably satisfied that the purchase payment has been collected. Drafts
written on the CSIF Money Market Portfolio against such funds will be returned
for uncollected funds. To avoid this collection 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.

CSIF Money Market Portfolio
Your purchase will be processed at the net asset value calculated after your
order is received and accepted. If your wire purchase is received by 5:00 p.m.
Eastern time, your account will begin earning dividends on the next business
day. Exchanges begin earning dividends the next business day after the
exchange request is received by mail or telephone. Purchases received by check
will begin earning dividends the next business day after they are processed to
the account.

   
CSIF Managed Growth, Bond, and Equity Portfolios and CWVF International Equity
Your purchase will be processed at the next offering price based on the next
net asset value calculated for the applicable shares after your order is
received and accepted.
    

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

EXCHANGES

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

If your investment goals change, the Calvert Group of Funds has a variety of
investment alternatives that includes common stock funds, tax-exempt and
corporate bond funds, and money market funds. The exchange privilege is a
convenient way to buy shares in other Calvert Group Funds in order to respond
to changes in your goals or in market conditions. Before you make an exchange
from a Fund or Portfolio, please note the following:

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

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

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

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

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

OTHER CALVERT GROUP SERVICES

Calvert Information Network
24 hour yield and prices.

   
Calvert has round-the-clock telephone service and a website at
http://www.calvertgroup.com that lets existing customers obtain prices,
yields, account balances, and, by telephone only, authorize certain
transactions.
    

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

This service allows you to authorize electronic transfers of money to purchase
or sell shares. You use Calvert Money Controller like an "electronic check" to
move money ($50 to $300,000) between your bank account and your Calvert Group
account with one phone call. Allow one or two business days after the call for
the transfer to take place; for money recently invested, allow normal check
clearing time (up to 10 business days) before redemption proceeds are sent to
your bank. You may also arrange systematic monthly or quarterly investments
(minimum $50) into your Calvert Group account. After you give us proper
authorization, your bank account will be debited to purchase shares. A debit
entry will appear on your bank statement. If you would like to make
arrangements for systematic monthly or quarterly redemptions from your Calvert
Group account, call your broker or Calvert for more information.

Telephone Transactions
Calvert may record all telephone calls.

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

Optional Services
Complete the account application for the easiest way to establish services.

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

Householding of General Mailings
Householding reduces expenses while saving paper and postage expense.

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

Special Services and Charges
The 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. You may be required to pay a research fee for these special
services.

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

Tax-Saving Retirement Plans
Contact Calvert Group for complete information kits discussing the plans, and
their benefits, provisions and fees.
Calvert Group can set up your new account under one of several tax-deferred
plans. These plans let you invest for retirement and shelter your investment
income from current taxes. Minimums may differ from those listed in the "How
to Buy Shares" chart. Also, reduced sales charges may apply. See "Exhibit A -
Reduced Sales Charges."

   
         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-IRA): 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.

SELLING YOUR SHARES

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

Redemption Requirements To Remember
To ensure acceptance of your redemption request, please follow the procedures
described here and below.
Once your shares are redeemed, the proceeds will normally be sent to you on
the next business day, but if making immediate payment could adversely affect
the 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. 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.

CSIF Money Market Portfolio
If you sell shares by telephone or written request, you will receive dividends
through the date the request is received and processed. If you write a draft
to sell shares, the shares will earn dividends until the draft is presented to
the Portfolio to be paid.

   
Minimum account balance is $1,000 per Portfolio.
Please maintain a balance in each of your accounts of at least $1,000. If the
balance in your CSIF Money Market account falls below the $1,000 minimum
during a month, a $3 fee will be charged to your account. This fee is paid to
the portfolio to offset the generally higher costs of small dollar accounts.
Accounts in other portfolios which have a balance of less than $1,000 may be
closed and the proceeds mailed to the address of record. You will be given a
notice that your account is below the minimum and closed after 30 days if the
balance is not brought up to the required minimum amount.
    

HOW TO SELL YOUR SHARES

Draftwriting (CSIF Money Market Portfolio only)
You may redeem shares in your CSIF Money Market Portfolio account by writing a
draft for at least $250. If you complete and return the signature card for
Draftwriting, the Portfolio will mail bank drafts to you, printed with your
name and address. Generally, there is no charge to you for the maintenance of
this service or the clearance of drafts, but CSIF Money Market will charge a
service fee for drafts returned for insufficient funds. CSIF Money Market will
charge $25 for any stop payment on drafts. As a service to shareholders,
shares may be automatically transferred between your Calvert accounts to cover
drafts you have written. The signature of only one authorized signer is
required to honor a draft.

   
By Mail To: Calvert Group P.O. Box 419544 Kansas City, MO 64141-6544.
You may redeem available shares from your account at any time by sending a
letter of instruction, including your name, account and Portfolio number, the
number of shares or dollar amount, and where you want the money to be sent.
Additional requirements, below, may apply to your account. The letter of
instruction must be signed by all required authorized signers. If you want the
money to be wired to a bank not previously authorized, a voided bank check
must be enclosed with your letter. To add instructions to wire to a
destination not previously established, or if you would like funds sent to a
different address or another person, your letter must be signature guaranteed.
    

Type of Registration       Requirements

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

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

By Telephone
Please call 800-368-2745. You may redeem shares from your account by telephone
and have your money mailed to your address of record or wired to a bank you
have previously authorized. A charge of $5 is imposed on wire transfers of
less than $1,000. See "Telephone Transactions."

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

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

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

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

DIVIDENDS AND TAXES

Each year, the Funds distribute substantially all of the net investment income
to shareholders.

Dividends from CSIF Money Market Portfolio's net investment income are accrued
daily and paid monthly. The CSIF Managed Growth Portfolio pays dividends
quarterly, CSIF Bond Portfolio pays dividends monthly, and CSIF Equity
Portfolio and CWVF International Equity Fund pay dividends 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 net asset value (no sales charge), unless you elect to have the
dividends of $10 or more paid in cash (by check or by Calvert Money
Controller). Dividends and distributions from any Calvert Group Fund or
Portfolio may be automatically invested in an identically registered account
with the same account number in any other Calvert Group Fund at net asset
value. If reinvested in the same Fund account, new shares will be purchased at
net asset value on the reinvestment date, which is generally 1 to 3 days prior
to the payment date. You must notify the 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 six months, 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 each class of CSIF Managed Growth,
Bond, and Equity Portfolios and CWVF International Equity 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, each Portfolio 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.

CSIF Managed Growth, Bond, and Equity Portfolios and CWVF International Equity
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.

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:
1.       has been in existence for more than six months,
2.       has a purpose other than acquiring shares at a discount, and
3.       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)(7) of the Code if, at
the time of purchase, Calvert Group has been notified in writing that the
403(b)(7) plan has at least 200 eligible employees. Furthermore, there is no
sales charge on shares purchased for the benefit of a retirement plan
qualifying under section 401(k) of the Code if, at the time of such purchase,
the 401(k) plan administrator has notified Calvert Group in writing that a)
its 401(k) plan has at least 200 eligible employees; or b) the cost or current
value of shares the plan has in Calvert Group of Funds (except money market
funds) is at least $1 million.

Neither the 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."
    

Established Accounts
Shares of the CSIF Managed Growth Portfolio may be sold at net asset value to
you if your account was established on or before July 17, 1986.

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

Reinstatement Privilege
If you redeem shares and then within 30 days decide to reinvest in the same
Fund or Portfolio, 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.

   
Prospectus
January 31, 1998
    

CALVERT SOCIAL INVESTMENT FUND
CALVERT INTERNATIONAL EQUITY 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 Website
http://www.calvertgroup.com

Principal Underwriter
Calvert Distributors, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814


<PAGE>

Calvert World Values Fund, Inc.
International Equity Fund


   
Statement of Additional Information
January 31, 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                                 1
                  Investment Restrictions                              7
                  Investment Selection Process                         8
                  Dividends, Distributions and Taxes                   9
                  Net Asset Value                                     10
                  Calculation of Total Return                         10
                  Purchase and Redemption of Shares                   11
                  Reduced Sales Charges (Class A)                     12
                  Advertising                                         12
                  Directors and Officers                              13
                  Investment Advisor and Subadvisor                   15
                  Method of Distribution                              16
                  Transfer and Shareholder Servicing Agents           16
                  Portfolio Transactions                              17
                  Independent Accountants and Custodians              17
                  General Information                                 17
                  Financial Statements                                18
                  Appendix                                            18

<PAGE>

   
STATEMENT OF ADDITIONAL INFORMATION-January 31, 1998
    

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

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

   
         This Statement of Additional Information is not a prospectus.
Investors should read the Statement of Additional Information in conjunction
with the Fund's Prospectus dated January 31, 1998, which may be obtained free
of charge by writing the Fund at the above address or calling the Fund.
    

INVESTMENT OBJECTIVE

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

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

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

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

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

Purchasing Call and Put Options, Warrants and Stock Rights
         The Fund may purchase put options. By buying a put, the Fund has the
right to sell the security at the exercise price, thus limiting its risk of
loss through a decline in the market value of the security until the put
expires. The amount of any appreciation in the value of the underlying
security will be partially offset by the amount of the premium paid for the
put option and any related transaction costs. Prior to its expiration, a put
option may be sold in a closing sale transaction and any profit or loss from
the sale will depend on whether the amount received is more or less than the
premium paid for the put option plus the related transaction costs.
         The Fund may purchase call options. Such transactions may be entered
into in order to limit the risk of a substantial increase in the market price
of the security which the Fund intends to purchase. Prior to its expiration, a
call option may be sold in a closing sale transaction. Any profit or loss from
such a sale will depend on whether the amount received is more or less than
the premium paid for the call option plus the related transaction costs.
         A call option on a security, security index or a foreign currency
gives the purchaser of the option, in return for the premium paid to the
writer (seller), the right to buy the underlying security, index or foreign
currency at the exercise price at any time during the option period. Upon
exercise by the purchaser, the writer of a call option on an individual
security or foreign currency has the obligation to sell the underlying
security or currency at the exercise price. A call option on a securities
index is similar to a call option on an individual security, except that the
value of the option depends on the weighted value of the group of securities
comprising the index and all settlements are to be made in cash. A call option
may be terminated by the writer (seller) by entering into a closing purchase
transaction in which it purchases an option of the same series as the option
previously written.
         A put option on a security, security index, or foreign currency gives
the purchaser of the option, in return for the premium paid to the writer
(seller), the right to sell the underlying security, index, or foreign
currency at the exercise price at any time during the option period.
         The Fund may sell a call option or a put option which it has
previously purchased prior to the purchase (in the case of a call) or the sale
(in the case of a put) of the underlying security or foreign currency. Any
such sale would result in a net gain or loss depending on whether the amount
received on the sale is more or less than the premium and other transaction
costs paid on the call or put which is sold. Purchasing a call or put option
involves the risk that the Fund may lose the premium it paid plus transaction
costs.
         Warrants and stock rights are almost identical to call options in
their nature, use and effect except that they are issued by the issuer of the
underlying security rather than an option writer, and they generally have
longer expiration dates than call options. The Fund may invest up to 5% of its
net assets in warrants and stock rights, but no more than 2% of its net assets
in warrants and stock rights not listed on the New York Stock Exchange or the
American Stock Exchange.

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

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

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

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

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

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

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

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

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

   
Foreign Currency Transactions. Forward Foreign Currency Exchange Contracts. A
forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days ('Term') from the date of the contract agreed upon by the parties, at a
price set at the time of the contract. These contracts are traded directly
between currency traders (usually large commercial banks) and their customers.
         The Fund will not enter into such forward contracts or maintain a net
exposure in such contracts where it would be obligated to deliver an amount of
foreign currency in excess of the value of its portfolio securities and other
assets denominated in that currency. The 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.
         The value of the Fund's assets as measured in United States dollars
may be affected favorably or unfavorably by changes in foreign currency
exchange rates and exchange control regulations, and the Fund may incur costs
in connection with conversions between various currencies. The Fund will
conduct its foreign currency exchange transactions either on a spot (i.e.,
cash) basis at the spot rate prevailing in the foreign currency exchange
market, or through forward contracts to purchase or sell foreign currencies. A
forward foreign currency exchange contract involves an obligation to purchase
or sell a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set
at the time of the contract. These contracts are traded directly between
currency traders (usually large commercial banks) and their customers.
         When the Fund enters into a contract for the purchase or sale of a
security denominated in a foreign currency, it may want to establish the
United States dollar cost or proceeds, as the case may be. By entering into a
forward contract in United States dollars for the purchase or sale of the
amount of foreign currency involved in the underlying security transaction,
the Fund is able to protect itself against a possible loss between trade and
settlement dates resulting from an adverse change in the relationship between
the United States dollar and such foreign currency. However, this tends to
limit potential gains which might result from a positive change in such
currency relationships. The Fund may also hedge its foreign currency exchange
rate risk by engaging in currency financial futures and options transactions.
         When the Advisor or the Subadvisor believes that the currency of a
particular foreign country may suffer a substantial decline against the United
States dollar, it may enter into a forward contract to sell an amount of
foreign currency approximating the value of some or all of the Fund's
portfolio securities denominated in such foreign currency. The forecasting of
short-term currency market movement is extremely difficult and whether such a
short-term hedging strategy will be successful is highly uncertain.
         It is impossible to forecast with precision the market values of
portfolio securities at the expiration of a contract. Accordingly, it may be
necessary for the Fund to purchase additional currency on the spot market (and
bear the expense of such purchase) if the market value of the security is less
than the amount of foreign currency the Fund is obligated to deliver when a
decision is made to sell the security and make delivery of the foreign
currency in settlement of a forward contract. Conversely, it may be necessary
to sell on the spot market some of the foreign currency received upon the sale
of the portfolio security if its market value exceeds the amount of foreign
currency the Fund is obligated to deliver.
         If the Fund retains the portfolio security and engages in an
offsetting transaction, it will incur a gain or a loss (as described below) to
the extent that there has been movement in forward contract prices. If the
Fund engages in an offsetting transaction, it may subsequently enter into a
new forward contract to sell the foreign currency. Should forward prices
decline during the period between the Fund entering into a forward contract
for the sale of a foreign currency and the date it enters into an offsetting
contract for the purchase of the foreign currency, it would realize gains to
the extent the price of the currency it has agreed to sell exceeds the price
of the currency it has agreed to purchase. Should forward prices increase, the
Fund would suffer a loss to the extent the price of the currency it has agreed
to purchase exceeds the price of the currency it has agreed to sell. Although
such contracts tend to minimize the risk of loss due to a decline in the value
of the hedged currency, they also tend to limit any potential gain which might
result should the value of such currency increase. The Fund may have to
convert its holdings of foreign currencies into United States dollars from
time to time. Although foreign exchange dealers do not charge a fee for
conversion, they do realize a profit based on the difference (the "spread")
between the prices at which they are buying and selling various currencies.
         The subadvisor may occasionally invest in the debt instruments of
foreign sovereign governments. These may include short-term treasury bills,
notes and long-term bonds, and will only be considered for investment by the
Fund if they have the full guarantee of the government in question. The
subadvisor will not invest in foreign government securities with a rating by
Moody's Investor Services lower than Aa2.
    

INVESTMENT RESTRICTIONS

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

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

   
Non-Fundamental Investment Restrictions
         The Fund has adopted the following operating (i.e., non-fundamental)
investment policies and restrictions which may be changed by the Board of
Directors without shareholder approval. The Fund may not:
         13.      Purchase illiquid securities if more than 15% of
         the value of that Fund's net assets would be invested in
         such securities. The Fund may buy and sell securities
         outside the U.S. that are not registered with the SEC or
         marketable in the U.S.
         14.      As an operating policy, excluding special equities and High
         Social Impact Investments, the Fund will limit its investment in
         securities of U.S. issuers to 5% of the Fund's net assets.
    

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

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

INVESTMENT SELECTION PROCESS

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

DIVIDENDS, DISTRIBUTIONS, AND TAXES

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

NET ASSET VALUE

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

Net Asset Value and Offering Price Per Share
         Net asset value per share
         ($225,168,509/10,206,565 shares)                     $22.06
         Maximum sales charge, Class A
         (4.75% of offering price)                              1.10
         Offering price per share, Class A                    $23.16

         Class C net asset value and offering price per share
         ($8,798,762/411,440 shares)                          $21.39
    


CALCULATION OF TOTAL RETURN

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

P(1 + T)n = ERV

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

   
Periods Ended            Class A            Class A             Class C
September 30, 1997       Return without     Average Annual      Average
                         Maximum Load       Total Return with   Annual Total
                                            Maximum Load        Return
 
One year                  21.44%            15.68%              20.22%
Five years                12.29%            11.20%              N/A
From date of inception    10.68%            9.66%               7.50%
(June 29, 1992, for Class A and March 1, 1994, for Class C.)
    

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

PURCHASE AND REDEMPTION OF SHARES

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

REDUCED SALES CHARGES (CLASS A)

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

ADVERTISING

   
         The Fund or its affiliates may provide information such as, but not
limited to, the economy, investment climate, investment principles,
sociological conditions and political ambiance. Discussion may include
hypothetical scenarios or lists of relevant factors designed to aid the
investor in determining whether the Fund is compatible with the investor's
goals. The Fund may list portfolio holdings or give examples or securities
that may have been considered for inclusion in the Portfolio, whether held or
not.
         The Fund or its affiliates may supply comparative performance data
and rankings from independent sources such as Donoghue's Money Fund Report,
Bank Rate Monitor, Money, Forbes, Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., Wiesenberger Investment Companies Service,
Russell 2000/Small Stock Index, Mutual Fund Values Morningstar Ratings, Mutual
Fund Forecaster, Barron's, The Wall Street Journal, and Schabacker Investment
Management, Inc., including other socially responsible investment companies,
and unmanaged market indices such as Morgan Stanley Capital International
World Index or Europe-Far East-Asia Index. Such averages generally do not
reflect any front- or back-end sales charges that may be charged by Funds in
that grouping. The Fund may also cite to any source, whether in print or
on-line, such as Bloomberg, in order to acknowledge origin of information. The
Fund may compare itself or its portfolio holdings to other investments,
whether or not issued or regulated by the securities industry, including, but
not limited to, certificates of deposit and Treasury notes. The Fund, its
Advisor, and its affiliates reserve the right to update performance rankings
as new rankings become available.
         Calvert Group is the leading family of socially responsible mutual
funds, both in terms of socially responsible mutual fund assets under
management, and number of socially responsible mutual fund portfolios offered
(source: Social Investment Forum, November 39, 1997). Calvert Group was also
the first to offer a family of socially responsible mutual fund portfolios.
    

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. DOB: 5/15/48.
Address: 7205 Pomander Lane, Chevy Chase, Maryland 20815.
         *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 a
director of Calvert-Sloan Advisers, L.L.C., co-chair of the Board of Directors
of Calvert World Values Fund, Inc., and a trustee/director of each of the
investment companies in the Calvert Group of Funds. 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. DOB: 12/13/44. Address: 15 Edwards Square, Northampton,
Massachusetts 01060.
         RUSTUM ROY, Director. Mr. Roy is the Evan Pugh Professor of the Solid
State Geochemistry at Pennsylvania State University, and Corporation Chair,
National Association of Science, Technology, and Society. DOB: 7/3/24.
Address: Material Research Laboratory, Room 102A, Pennsylvania State
University, University Park, Pennsylvania, 16802.
         *D. WAYNE SILBY, Esq., Director. Mr. Silby is a trustee/director of
each of the investment companies in the Calvert Group of Funds, except for
Calvert New World Fund, Inc., and Acacia Capital Corporation. Mr. Silby is an
officer, director and shareholder of Silby, Guffey & Company, Inc., which
serves as general partner of Calvert Social Venture Partners ('CSVP'). CSVP is
a venture capital firm investing in socially responsible small companies. He
is also a Director of Acacia Mutual Life Insurance Company. DOB: 7/20/48.
Address: 1715 18th Street, N.W., Washington, D.C. 20009.
         TESSA TENNANT, Director. Ms. Tennant is the head of green and ethical
investing for National Provident Investment Managers Ltd. Previously, she was
in charge of the Environmental Research Unit of Jupiter Tyndall Merlin Ltd.,
and was the Director of the Jupiter Tyndall Merlin investment managers. DOB:
5/29/59. Address: 55 Calverley Road, Tunbridge Wells, Kent, TN1 2UE, United
Kingdom.
         MUHAMMAD YUNUS, Director. Mr. Yunus is a Managing Director of Grameen
Bank in Bangladesh. DOB: 6/28/40. Address: Grameen Bank, Mirpur Two, Dhaka
1216, Bangladesh.
         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: 1/13/50.
         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: 8/12/47.
         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. Age: 45.
         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: 7/24/52.
         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., Assistant Secretary and Compliance
Officer. Ms. Crossley 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. DOB: 09/07/68.

         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.
Directors marked with a * above are 'interested persons' of the Fund under the
Investment Company Act of 1940.
         Messrs. Guffey and Silby serve on the Fund's High Social Impact
Investments Committee which assists the Fund in identifying, evaluating, and
selecting investments in securities that offer a rate of return below the
then-prevailing market rate and that present attractive opportunities for
furthering the Fund's social criteria. Messrs. Guffey, Silby, and Roy serve on
the Fund's Special Equities Committee which assists the Fund in identifying,
evaluating, and selecting appropriate private placement investment
opportunities for the Fund that are not high social impact investments.
         During fiscal 1997, Directors of the Fund not affiliated with the
Fund's Advisor were paid aggregate fees and expenses of $81,321.
         Directors of the Fund not affiliated with the Fund's Advisor may
elect to defer receipt of all or a percentage of their fees and invest them in
any fund in the Calvert Family of Funds through the Trustees Deferred
Compensation Plan (shown as 'Pension or Retirement Benefits Accrued as part of
Fund Expenses,' below). Deferral of the fees is designed to maintain the
parties in the same position as if the fees were paid on a current basis.
Management believes this will have a negligible effect on the Fund's assets,
liabilities, net assets, and net income per share, and will ensure that there
is no duplication of advisory fees.
    

Director Compensation Table

Fiscal Year 1997      Aggregate          Pension              Total
(unaudited numbers)   Compensation       or                   Compensation
                      from               Retirement           from
                      Registrant         Benefits             Registrant
                      for Service        Accrued as           and Fund
                      as Trustee         Part of              Complex
                                         Registrant           Paid to
                                         Expenses*            Trustee**
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 her compensation. Her total deferred
compensation, including dividends and capital appreciation, was $19,988.85 as
of September 30, 1997. Mr. Yunus has also chosen to defer his compensation.
His total deferred compensation, including dividends and capital appreciation,
was $38,312.88 as of September 30, 1997.
**As of December 31, 1997. The Fund Complex consists of nine (9) registered
investment companies.
    

INVESTMENT ADVISOR AND SUBADVISOR

   
         The Fund's Investment Advisor is Calvert Asset Management Company,
Inc., 4550 Montgomery Avenue, 1000N, Bethesda, Maryland 20814, a subsidiary of
Calvert Group Ltd., which is a subsidiary of Acacia Mutual Life Insurance
Company of Washington, D.C. ('Acacia Mutual').
         The Advisory Contract between the Fund and the Advisor was entered
into on May 21, 1992, and will remain in effect indefinitely, provided
continuance is approved at least annually by the vote of the holders of a
majority of the outstanding shares of the Fund or by the Board of Directors of
the Fund; and further provided that such continuance is also approved annually
by the vote of a majority of the trustees of the Fund who are not parties to
the Contract or interested persons of parties to the Contract or interested
persons of such parties, cast in person at a meeting called for the purpose of
voting on such approval. The Contract may be terminated without penalty by
either party upon 60 days' prior written notice; it automatically terminates
in the event of its assignment.
         Under the Contract, the Advisor provides investment advice to the
Fund and oversees its day-to-day operations, subject to direction and control
by the Fund's Board of Directors. For its services, the Advisor receives
an annual fee of 1.00% of the Fund's average daily net assets up to $250
million, 0.975% of the next $250 million, and 0.925% on assets in excess of
$500 million. The Advisor may voluntarily defer its fees or assume expenses of
the Fund. During fiscal year 1995, no fees were waived and the Advisor
received fees of $1,871,430. During fiscal years 1996 and 1997, no fees were
waived and the Advisor received fees of $1,971,329 and $2,134,708,
respectively. The Advisor may recapture from (charge to) the Fund for such
expenses incurred through December 31, 1993, provided that such recapture
would not cause the Fund's aggregate expenses to exceed an annual expense
limit of 2.00%, and that such recapture shall be made to the Advisor only from
the two-year period from January 1, 1994, through December 31, 1995. The
Advisor may voluntarily agree to further defer its fees or assume Fund
expenses from January 1, 1994, through December 31, 1994, ('Additional
Deferral/Assumption Period'). If so, the Advisor may recapture from (charge
to) the Fund for any such expenses incurred during the Additional
Deferral/Assumption Period, provided that such recapture would not cause the
Fund's aggregate expenses to exceed an annual expense limit of 2.00%, and that
such recapture shall be made to the Advisor only from the two-year period from
January 1, 1995 through December 31, 1996. Each year's current advisory fees
(incurred in that year) will be paid in full before any recapture for a prior
year is applied. Recapture then will be applied beginning with the most recent
year first. For the 1994 fiscal period, the Advisor recaptured $45,532 of fees
it had deferred in 1992 from Class A Shares. No fees were recaptured during
1995, 1996, or 1997.
         The Fund's Subadvisor is Murray Johnstone International, Ltd.
('Subadvisor' or 'Murray Johnstone'). Pursuant to an Investment Subadvisory
Agreement with the Advisor, the Subadvisor determines investment selections
for the Fund. For its services, the Subadvisor receives an annual fee from the
Advisor of 0.45% of the Fund's average daily net assets under management by
the Subadvisor up to $250 million, 0.425% on the next $250 million, and 0.40%
on assets in excess of $500 million.
         Through 85 years experience in investment management, Murray
Johnstone has developed a wealth of expertise in international markets and has
grown into one of the largest independent investment manager in Scotland.
Founded in 1907 and headquartered in Glasgow, Murray Johnstone has evolved
into a diversified group with offices on three continents and over $6 billion
under management. In 1989, responding to growing investment opportunities,
Murray Johnstone International Limited was registered as an investment advisor
with the United States Securities and Exchange Commission. They have U.S.
offices in Chicago and Minneapolis.
         Calvert Administrative Services Company ('CASC', an affiliate of the
Advisor, has been retained by the Fund to provide certain administrative
services necessary to the conduct of its affairs, including the preparation of
regulatory filings and shareholder reports, the daily determination of its net
asset value per share and dividends, and the maintenance of its portfolio and
general accounting records. For providing such services, CASC receives an
annual fee from the Fund of 0.10% of the Fund's average daily net assets, with
a minimum annual fee of $40,000. For fiscal years 1995, 1996, and 1997, CASC
received $187,143, $197,133, and $213,471, respectively, in administrative
fees.
         The Advisor provides the Fund with investment supervision and
management, administrative services, office space, furnishes executive and
other personnel to the Fund, and may pay Fund advertising and promotional
expenses. The Advisor reserves the right to compensate broker-dealers in
consideration of their promotional or administrative services. The Fund pays
all other administrative and operating expenses, including: custodial,
registrar, dividend disbursing and transfer agency fees; federal and state
securities registration fees; salaries, fees and expenses of directors,
executive officers and employees of the Fund, who are not 'affiliated persons'
of the Advisor or the Subadvisor within the meaning of the Investment Company
Act of 1940; insurance premiums; trade association dues; legal and audit fees;
interest, taxes and other business fees; expenses of printing and mailing
reports, notices, prospectuses, and proxy material to shareholders; annual
shareholders' meeting expenses; and brokerage commissions and other costs
associated with the purchase and sale of portfolio securities.
    

METHOD OF DISTRIBUTION

   
         The Fund has entered into an agreement with Calvert Distributors,
Inc. ('CDI') whereby CDI, acting as principal underwriter for the Fund, makes
a continuous offering of the Fund's securities on a 'best efforts' basis.
Under the terms of the agreement, CDI is entitled to receive reimbursement of
distribution expenses pursuant to the Distribution Plan. For fiscal years
1995, 1996, and 1997, CDI received distribution fees of $454,763, $476,884,
and $514,711, respectively, under the Class A Distribution Plan. Of the Class
A distribution expenses paid in fiscal 1997, $430,509 was used to compensate
dealers for their share distribution promotional services, and the remainder
partially financed advertising. CDI also receives the portion of the sales
charge in excess of the dealer reallowance. For 1995, 1996, and 1997, CDI
received net sales charges of $163,702, $157,897, and $141,844, respectively.
         Pursuant to Rule 12b-1 under the Investment Company Act of 1940, the
Fund has adopted Distribution Plans (the 'Plans') which permits the Fund to
pay certain expenses associated with the distribution of its shares. Such
expenses may not exceed, on an annual basis, 0.35% of the Fund's Class A
average daily net assets. Expenses under the Fund's Class C Plan may not
exceed, on an annual basis, 1.00% of the average daily net assets of Class C.
In 1995, Class C Distribution expenses were $52,378. 1996, Class C
Distribution expenses were $63,792, and $75,866 in fiscal 1997. Fiscal year
1997 Class C Distribution Plan expenses were used entirely to compensate
dealers distributing shares and to compensate the underwriter.
         The Fund's Distribution Plans were approved by the Board of
Directors, including the Directors who are not 'interested persons' of the
Fund (as that term is defined in the Investment Company Act of 1940) and who
have no direct or indirect financial interest in the operation of the Plans or
in any agreements related to the Plans. The selection and nomination of the
Directors who are not interested persons of the Fund is committed to the
discretion of such disinterested Directors. In establishing the Plans, the
Directors considered various factors including the amount of the distribution
expenses. The Directors determined that there is a reasonable likelihood that
the Plans will benefit the Fund and its shareholders.
         The Plans may be terminated by vote of a majority of the
non-interested Directors who have no direct or indirect financial interest in
the Plans, or by vote of a majority of the outstanding shares of the Fund. Any
change in the Plans that would materially increase the distribution cost to
the Fund requires approval of the shareholders of the affected class;
otherwise, the Plans may be amended by the Directors, including a majority of
the non-interested Directors as described above. The Plans will continue in
effect for successive one-year terms provided that such continuance is
specifically approved by (i) the vote of a majority of the Directors who are
not parties to the Plans or interested persons of any such party and who have
no direct or indirect financial interest in the Plans, and (ii) the vote of a
majority of the entire Board of Directors.
         Apart from the Plans, the Advisor and CDI, at their own expense, may
incur costs and pay expenses associated with the distribution of shares of the
Fund.
         Certain broker-dealers, and/or other persons may receive compensation
from the investment advisor, underwriter, or their affiliates for the sale and
distribution of the securities or for services to the Fund. Such compensation
may include additional compensation based on assets held through that firm
beyond the regularly scheduled rates, and finder's fee payments to firms whose
representatives are responsible for soliciting a new account where the
accountholder does not choose to purchase through that firm.
    

TRANSFER AND SHAREHOLDER SERVICING AGENTS

   
         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 total fee of $14.00 per shareholder account and $1.60 per
shareholder transaction.
    

PORTFOLIO TRANSACTIONS

   
         Fund transactions are undertaken on the basis of their desirability
from an investment standpoint. Investment decisions and the choice of brokers
and dealers are made by the Fund's Advisor and Subadvisor under the direction
and supervision of the Fund's Board of Directors.
         Broker-dealers who execute portfolio transactions on behalf of the
Fund are selected on the basis of their professional capability and the value
and quality of their services. The Fund may pay brokerage commissions to
broker-dealers who provide the Fund with statistical, research, or other
information and services. Although any statistical research or other
information and services provided by such broker-dealers may be useful to the
Advisor and the Subadvisor, the dollar value of such information and services
is generally indeterminable, and its availability or receipt does not serve to
materially reduce the Advisor's or Subadvisor's normal research activities or
expenses. During fiscal year 1995, 1996, and 1997, no commissions were paid to
any officer or director of the Fund, or to any of their affiliates. During
fiscal years 1996 and 1997, aggregate brokerage commissions paid to
broker-dealers were $1,155,171 and $749,049, respectively.
         The Advisor and Subadvisor may also execute portfolio transactions
with or through broker-dealers who have sold shares of the Fund. However, such
sales will not be a qualifying or disqualifying factor in a broker-dealer's
selection nor will the selection of any broker-dealer be based on the volume
of Fund shares sold.
      Depending upon market conditions, portfolio turnover, generally defined
as the lesser of annual sales or purchases of portfolio securities divided by
the average monthly value of the Fund's portfolio securities (excluding from
both the numerator and the denominator all securities whose maturities or
expiration dates as of the date of acquisition are one year or less),
expressed as a percentage, is under normal circumstances expected to be
approximately 85%. For the 1996 and 1997 fiscal years, the portfolio turnover
rates of the Fund were 96% and 58%, respectively.
    

INDEPENDENT ACCOUNTANTS AND CUSTODIANS

   
         Coopers & Lybrand, L.L.P. has been selected by the Board of Directors
to serve as independent auditors for fiscal year 1998. State Street Bank &
Trust Company, N.A., 225 Franklin Street, Boston, MA 02110, serves as
custodian of the Fund's investments. First National Bank of Maryland, 25 South
Charles Street, Baltimore, Maryland 21203 also serves as custodian of certain
of the Fund's cash assets. The custodians have no part in deciding the Fund's
investment policies or the choice of securities that are to be purchased or
sold for the Fund.
    

GENERAL INFORMATION

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

FINANCIAL STATEMENTS

   
         The audited financial statements in the Fund's 1997 Annual Report to
Shareholders, are expressly incorporated by reference and made a part of this
Statement of Additional Information. A copy of the Annual Report may be
obtained free of charge by writing or calling the Fund.
    

APPENDIX

CORPORATE BOND AND COMMERCIAL PAPER RATINGS

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

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

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


LETTER OF INTENT



         
Date

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

Ladies and Gentlemen:

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

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

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

         Subject to the conditions specified below, including the terms of
escrow, to which I hereby agree, each purchase occurring after the date of
this Letter will be made at the public offering price applicable to a single
transaction of the dollar amount specified above, as described in the Fund's
prospectus. '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 CDI 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

                                                     
Date

                                                     
Date

                                                     
Name of Investor(s)

                                                 
Address

                                                     
Signature of Investor(s)

                                                     
Signature of Investor(s)

<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, International Equity Fund are incorporated by reference
         to Registrant's Annual Report to Shareholders dated September
         30, 1997, and filed December 15, 1997.
    

         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. 4, January 31, 1995).

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

   
         8. Custodial Contract, filed herewith.
    

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

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

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

         11. Consent of Independent Accountants to Use of Report.

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

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

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

         17. Multiple-class Plan pursuant to Investment
         Company Act of 1940 Rule 18f-3, (incorporated
         by reference to Registrant's Post-Effective
         Amendment No. 5, January 31, 1996).

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


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

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


Item 26. Number of Holders of Securities

   
As of December 31, 1997, there were 18,690 holders of record of
Registrant's Class A shares of common stock for the Calvert World
Values International Equity Fund series.

As of December 31, 1997, there were 1,075 holders of record of
Registrant's Class C shares of common stock for the Calvert World
Values International Equity Fund series.

As of December 31, 1997, there were 6,475 holders of record of
Registrant's Class A shares of common stock for the Calvert World
Values Capital Accumulation Fund series.

As of December 31, 1997, there were 674 holders of record of
Registrant's Class C shares of common stock for the Calvert World
Values Capital Accumulation Fund series.
    

Item 27. Indemnification

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

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


Item 28. Business and Other Connections of Investment Adviser

                           Name of Company, Principal
Name                       Business and Address                   Capacity


   
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
                           ------------------
       


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

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 21st day of January, 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    1/21/98
Barbara J. Krumsiek                 (Principal Executive Officer)


__________**____________            Principal Accounting      1/21/98
Ronald M. Wolfsheimer               Officer


__________**____________            Director                  1/21/98
John G. Guffey, Jr.


__________**____________            Director                  1/21/98
Terrence Mollner


__________**____________            Director                  1/21/98
Rustum Roy


__________**____________            Director                  1/21/98
D. Wayne Silby


__________**____________            Director                  1/21/98
Tessa Tennant


__________**____________            Director                  1/21/98
Mohammed Yunus


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


<PAGE>

EXHIBIT INDEX

Form N-1A
Item No.

Ex-23
24(b)(10) Form of Opinion and Consent of Counsel

Ex-23
24(b)(11) Independent Auditors' Consent

Ex-24 Power of Attorney

Ex-27
24(17) Financial Data Schedules






Exhibit 10


January 21, 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.
                  International Equity Fund
                  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. 8 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. 8 to its Registration Statement.

Sincerely,


/s/ Katherine Stoner

Katherine Stoner
Assistant Secretary







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. 8 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 November 7, 1997
on  our  audit  of  the  financial   statements  and  financial   highlights  of
International  Equity  Fund,  which  report is included in the Annual  Report to
Shareholders  for the year ended  September  30, 1997 which is  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 Statement
of Additional Information.

COOPERS & LYBRAND L.L.P.


Baltimore, Maryland
January 21, 1998




                               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> 153
   <NAME> INTERNATIONAL EQUITY PORTFOLIO, CLASS A
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           196508
<INVESTMENTS-AT-VALUE>                          242801
<RECEIVABLES>                                      995
<ASSETS-OTHER>                                    2315
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  246111
<PAYABLE-FOR-SECURITIES>                         11110
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1034
<TOTAL-LIABILITIES>                              12144
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                        171199
<SHARES-COMMON-STOCK>                            10207
<SHARES-COMMON-PRIOR>                            10422
<ACCUMULATED-NII-CURRENT>                         1138
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                           8013
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                         44817
<NET-ASSETS>                                    225167
<DIVIDEND-INCOME>                                 4032
<INTEREST-INCOME>                                  537
<OTHER-INCOME>                                     119
<EXPENSES-NET>                                    3629
<NET-INVESTMENT-INCOME>                           1059
<REALIZED-GAINS-CURRENT>                          7909
<APPREC-INCREASE-CURRENT>                        31372
<NET-CHANGE-FROM-OPS>                            40340
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                        (525)
<DISTRIBUTIONS-OF-GAINS>                        (4308)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                          32022
<NUMBER-OF-SHARES-REDEEMED>                    (40829)
<SHARES-REINVESTED>                               4436
<NET-CHANGE-IN-ASSETS>                           31136
<ACCUMULATED-NII-PRIOR>                            604
<ACCUMULATED-GAINS-PRIOR>                         4412
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                             2059
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                   3927
<AVERAGE-NET-ASSETS>                            205884
<PER-SHARE-NAV-BEGIN>                            18.62
<PER-SHARE-NII>                                   0.10
<PER-SHARE-GAIN-APPREC>                           3.81
<PER-SHARE-DIVIDEND>                            (0.05)
<PER-SHARE-DISTRIBUTIONS>                       (0.42)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              22.06
<EXPENSE-RATIO>                                   1.76
<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> 156
   <NAME> INTERNATIONAL EQUITY PORTFOLIO, CLASS C
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-START>                             APR-01-1997
<PERIOD-END>                               SEP-30-1997
<INVESTMENTS-AT-COST>                           196508
<INVESTMENTS-AT-VALUE>                          242801
<RECEIVABLES>                                      995
<ASSETS-OTHER>                                    2315
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                                  246111
<PAYABLE-FOR-SECURITIES>                         11110
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                         1034
<TOTAL-LIABILITIES>                              12144
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                          7319
<SHARES-COMMON-STOCK>                              411
<SHARES-COMMON-PRIOR>                              373
<ACCUMULATED-NII-CURRENT>                        (116)
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                            123
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                          1473
<NET-ASSETS>                                      8799
<DIVIDEND-INCOME>                                  149
<INTEREST-INCOME>                                   20
<OTHER-INCOME>                                       5
<EXPENSES-NET>                                     209
<NET-INVESTMENT-INCOME>                           (35)
<REALIZED-GAINS-CURRENT>                           294
<APPREC-INCREASE-CURRENT>                         1163
<NET-CHANGE-FROM-OPS>                             1422
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                         (159)
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                           1999
<NUMBER-OF-SHARES-REDEEMED>                     (1392)
<SHARES-REINVESTED>                                151
<NET-CHANGE-IN-ASSETS>                            2021
<ACCUMULATED-NII-PRIOR>                           (80)
<ACCUMULATED-GAINS-PRIOR>                         (12)
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                               76
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                    221
<AVERAGE-NET-ASSETS>                              7587
<PER-SHARE-NAV-BEGIN>                            18.20
<PER-SHARE-NII>                                 (0.07)
<PER-SHARE-GAIN-APPREC>                           3.68
<PER-SHARE-DIVIDEND>                               0.0
<PER-SHARE-DISTRIBUTIONS>                       (0.42)
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              21.39
<EXPENSE-RATIO>                                   2.76
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>

Exhibit 8                    

CUSTODIAN AGREEMENT


This Agreement, dated as of May 19, 1992, is between State Street Bank and
Trust Company, a Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts, 02110 ("State Street"
or the "Custodian"), and Calvert World Values Fund, Inc., a Maryland
corporation (the "Fund"), having its principal place of business at 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland, 20814. In consideration of
the mutual covenants and agreements contained in this Agreement, the parties
agree as follows:

1.       Employment of Custodian and Property to be Held by It

The Fund hereby employs State Street as the custodian of assets, including
securities, of the Fund's portfolios designated in Appendix A ("Portfolios").
The Portfolios agree to deliver to the Custodian all securities and cash now
or hereafter owned or acquired, and all payments of income, principal or
capital distributions received by them on securities owned at any given time,
and the cash consideration received for shares of the Portfolios. The
Custodian will not be responsible for any property held or received by any
Portfolio and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (as defined in Section 4), the Custodian
will employ one or more subcustodians located in the United States, but only
in accordance with an applicable vote by the Board of Directors of the Fund,
and provided that the Custodian will have no more or less responsibility or
liability to the Fund on account of any actions or omissions of any
subcustodian so employed than any such subcustodian has to the Custodian, and
further provided that the Custodian will not release the subcustodian from any
responsibility or liability unless mutually agreed on by the parties in
writing.

All duties undertaken by the Custodian will be performed in a timely manner.
What constitutes timeliness in connection with a particular action will be
determined by the standards of the industry as they apply to the specific type
of transaction in question and taking into account relevant facts and
circumstances.

2.       Duties of the Custodian with Respect to Property of the Fund

2.1      Holding Securities. The Custodian will hold and physically segregate
for the account of each Portfolio all non-cash property other than (a)
securities maintained in a clearing agency acting as a securities depository
or in a book-entry system authorized by the U.S. Department of the Treasury
(collectively referred to as "Securities System;" see Section 2.10), and (b)
commercial paper of an issuer for which the Custodian acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in the
Direct Paper System of the Custodian (see Section 2.11).

2.2      Delivery of Securities. The Custodian will release and deliver
Portfolio securities held by the Custodian or in a Securities System account
of the Custodian or in the Custodian's Direct Paper book entry system account
("Direct Paper System Account") only upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by mutual
agreement of the parties, and only in the following cases:

1)       Sale. Upon the sale of and receipt of payment for a Portfolio's
securities;

2)       Repurchase Agreements. Upon receipt of payment in connection with any
repurchase agreement entered into by the Fund related to the securities being
held;

3)       Securities System. In the case of a sale effected through a
Securities System, in accordance with the provisions of Section 2.10;

4)       Tender Offer. To the depository agent or other receiving agent in
connection with tender or other similar offers for a Portfolio's securities;

5)       Redemption by issuer. To the issuer or its agent when a Portfolio's
securities are called, redeemed, retired or otherwise become payable; provided
that, in any such case, the cash or other consideration is to be delivered to
the Custodian;

6)       Transfer to issuer, Nominee; Exchange. To the issuer or its agent for
transfer into the name of a Portfolio or into the name of any nominee or
nominees of the Custodian or into the name or nominee name of any agent
appointed pursuant to this Agreement or into the name or nominee name of any
subcustodian appointed pursuant to Section 1; or for exchange for a different
number of bonds, certificates or other evidence representing the same
aggregate face amount or number of units and bearing the same interest rate,
maturity date and call provisions, if any; provided that, in any such case,
the new securities are to be delivered to the Custodian;

7)       Sale to Broker or Dealer. Upon the sale of a Portfolio's securities
to the broker or its clearing agent or dealer, against a receipt, for
examination in accordance with "street delivery" custom; provided that the
Custodian will have no responsibility or liability for any loss arising from
the delivery of such securities prior to receiving payment for such securities
except as may arise from the Custodian's failure to act in accordance with its
duties as set forth in this Agreement.

8)       Exchange or Conversion. For exchange or conversion pursuant to any
plan of merger, consolidation, recapitalization, reorganization, split-up of
shares, change of par value or readjustment of the securities of the issuer of
such securities, or pursuant to provisions for conversion contained in such
securities, or pursuant to any deposit agreement provided that, in any such
case, the new securities and cash, if any, are to be delivered to the
Custodian;

9)       Warrants, Rights. In the case of warrants, rights or similar
securities, the surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or temporary
securities for definitive securities; provided that, in any such case, the new
securities and cash, if any, are to be delivered to the Custodian;

10)      Loans of Securities. For delivery in connection with any loans of
securities made by a Portfolio, made only against receipt of adequate
collateral as agreed on from time to time by the Custodian and the Fund on
behalf of the Portfolio. Loans may be in the form of cash, obligations issued
by the United States government, its agencies or instrumentalities or such
other property as mutually agreed by the parties, except that in connection
with any loans for which collateral is to be credited to the Custodian's
account in the book-entry system authorized by the U.S. Department of the
Treasury, the Custodian will not be held liable or responsible for the
delivery of securities owned by the Portfolio prior to the receipt of such
collateral, unless the Custodian fails to act in accordance with its duties
set forth in this Agreement;

11)      Borrowings. For delivery as security in connection with any
borrowings by a Portfolio requiring a pledge of assets by the Portfolio, made
only against receipt of amounts borrowed; except, where additional collateral
is required to secure a borrowing already made, further securities may be
released for that purpose, subject to Proper Instructions;

12)      Options. For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian and a broker dealer registered under
the Securities Exchange Act of 1934 (the "Exchange Act") and a member of The
National Association of Securities Dealers, Inc. ("NASD"), relating to
compliance with the rules of The Options Clearing Corporation, any registered
national securities exchange, any similar organization or organizations, or
the Investment Company Act of 1940, regarding escrow or other arrangements in
connection with transactions by the Fund;

13)      Futures. For delivery in accordance with the provisions of any
agreement among the Fund, the Custodian, and a Futures Commission merchant
registered under the Commodity Exchange Act, relating to compliance with the
rules of the Commodity Futures Trading Commission and/or any Contract Market,
any similar organization or organizations, or the Investment Company Act of
1940, regarding account deposits in connection with transactions by the Fund;

14)      In-Kind Distributions. Upon receipt of instructions from the Fund's
transfer agent, for delivery to the transfer agent or to the holders of shares
in connection with distributions in kind, as may be described from time to
time in the Portfolio's currently effective prospectus and statement of
additional information, in satisfaction of shareholder requests for repurchase
or redemption;

15)      Miscellaneous. For any other proper corporate purpose, made only upon
receipt of, in addition to Proper Instructions, a certified copy of a
resolution of the Board of Directors signed by an officer of the Fund and
certified by the Secretary or an Assistant Secretary, specifying the
securities to be delivered, setting forth the purpose for which such delivery
is to be made, declaring such purpose to be a proper corporate purpose, and
naming the person or persons to whom delivery of the securities will be made.

In all cases, payments to the Portfolio will be made in cash, by a certified
check or a treasurer's or cashier's check of a bank, by effective bank wire
transfer through the Federal Reserve Wire System or, if appropriate, outside
of the Federal Reserve Wire System and subsequent credit to the Fund's
Custodial account, or, in case of delivery through a stock clearing company,
by book-entry credit by the stock clearing company in accordance with the then
current street custom, or such other form of payment as may be mutually agreed
on by the parties, in all such cases collected funds to be promptly credited
to the Fund.

2.3      Registration of Securities. Securities held by the Custodian (other
than bearer securities) will be registered (a) in the name of the Portfolio or
(b) in the name of any nominee of the Portfolio or of any nominee of the
Custodian assigned exclusively to the Portfolio, unless the Fund has
authorized in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment adviser as
any of the Portfolios, or in the name or nominee name of any agent appointed
pursuant to Section 2.9 or in the name or nominee name of any subcustodian
appointed pursuant to Section 1. All securities accepted by the Custodian on
behalf of a Portfolio under the terms of this Agreement will be in "street
name" or other good delivery form.

2.4      Bank Accounts. The Custodian will open and maintain a separate bank
account or accounts in the name of each Portfolio, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement. The
Custodian will hold in the account(s), in accordance with the provisions of
this Agreement, all cash received by it from or for the account of the Fund,
other than cash maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act of 1940. Funds
held by the Custodian for a Portfolio may be deposited for the Portfolio's
credit in the bank affiliate of the Custodian or in such other banks or trust
companies as the Custodian may in its discretion deem necessary or desirable;
provided, however, that every such bank or trust company must be qualified to
act as a custodian under the Investment Company Act of 1940. Funds will be
deposited by the Custodian in its capacity as Custodian and will be
withdrawable by the Custodian only in that capacity.

2.5      Sale of Shares and Availability of Federal Funds. Upon mutual
agreement between the Fund and the Custodian, the Custodian will, upon the
receipt of Proper Instructions, make federal funds available to the Portfolios
as of specified times agreed upon from time to time by the Fund and the
Custodian in the amount of checks received in payment for shares of the
Portfolio which are deposited into the Portfolio's account.

2.6      Collection of Income, Dividends. The Custodian will collect on a
timely basis all income and other payments with respect to registered
securities held to which the Portfolios are entitled either by law or pursuant
to custom in the securities business. The Custodian will also collect on a
timely basis all income and other payments with respect to bearer securities
if, on the date of payment by the issuer, the securities are held by the
Custodian or its agent. The Custodian will credit a Portfolio's account with
all income or other payments on securities held in a domestic depository, on
the contractual payment date, in Clearinghouse Funds or Federal Funds as the
case may be, regardless of whether the Custodian succeeds in collecting the
item on a timely basis. This credit is subject to the Custodian's right to
reverse the credit in the event of a default in the issuer's payment of such
income. Without limiting the generality of the foregoing, the Custodian will
detach and present for payment all coupons and other income items requiring
presentation as and when they become due and will collect interest when due on
securities held pursuant to this Agreement. The Custodian will also receive
and collect all stock dividends, rights and other items of like nature as and
when they become due or payable. Income due the Portfolio on securities loaned
pursuant to the provisions of Section 2.2(10) will be the responsibility of
the Portfolio; the Custodian will have no duty or responsibility in connection
with loaned securities other than to provide the Portfolio with such
information or data as may be necessary to assist the Portfolio in arranging
for the timely delivery to the Custodian of the income to which the Fund is
properly entitled.

2.7      Payment of Portfolio Monies. Upon receipt of Proper Instructions,
which may be continuing instructions when deemed appropriate by mutual
agreement of the parties, the Custodian will pay out monies of a Portfolio in
the following cases only:

1)       Purchases. Upon the purchase of domestic securities, options, futures
contracts or options on futures contracts for the account of the Portfolio but
only (a) against the delivery of such securities, or evidence of title to such
options, futures contracts or options on futures contracts, to the Custodian
(or any bank, banking firm or trust company doing business in the United
States or abroad which is qualified under the Investment Company Act of 1940,
as amended, to act as a custodian and has been designated by the Custodian as
its agent for this purpose in accordance with Section 2.9 of this Agreement)
registered in the name of the Portfolio or in the name of a nominee of the
Portfolio or of the Custodian referred to in Section 2.3 of this Agreement, or
in other proper form for transfer; (b) in the case of a purchase effected
through a Securities System, in accordance with the conditions set forth in
Section 2.10 of this Agreement; (c) in the case of a purchase involving the
Direct Paper System, in accordance with the conditions set forth in Section
2.11; or (d) in the case of repurchase agreements entered into between the
Fund and the Custodian, or another bank, or a broker-dealer which is a member
of NASD, (i) against delivery of the securities either in certificate form or
through an entry crediting the Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of the receipt evidencing
purchase by the Fund of securities owned by the Custodian along with written
evidence of the agreement by the Custodian to repurchase such securities from
the Fund. All coupon bonds accepted by the Custodian must have the coupons
attached or must be accompanied by a due bill or a check payable on coupon
payable date for the interest due on that date. Payment may be made for
purchases in advance of receipt of securities when the Custodian receives
authorization to do so on a case-by-case basis; however, the Custodian will be
absolutely liable to the Portfolio for such payment in the absence of specific
written instructions to make the payment.

2)       Exchanges. In connection with conversion, exchange or surrender of
securities owned by the Fund as set forth in Section 2.2 hereof;

3)       Redemptions. For the redemption or repurchase of shares issued by the
Fund as set forth in this Agreement;

4)       Expense and Liability. For the payment of any expense or liability
incurred by the Fund, including but not limited to the following payments for
the account of the Fund: interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the Fund whether or not such
expenses are to be in whole or part capitalized or treated as deferred
expenses;

5)       Dividends. For the payment of any dividends or other distributions to
shareholders declared by the Fund;

6)       Short Sale Dividend. For payment of the amount of dividends received
in respect of securities sold short;

7)       Loan. For repayment of a loan upon redelivery of pledged securities
and upon surrender of the note(s), if any, evidencing the loan;

8)       Miscellaneous. For any other proper purpose upon receipt of, in
addition to Proper Instructions, a certified copy of a resolution of the Board
of Directors signed by an officer of the Fund and certified by its Secretary
or an Assistant Secretary, specifying the amount of such payment, setting
forth the purpose for which such payment is to be made, declaring such purpose
to be a proper purpose, and naming the person or persons to whom such payment
is to be made.

2.8      Appointment of Agents. At its discretion, the Custodian may at any
time appoint (and may at any time remove) any other bank or trust company
qualified to act as a custodian under the Investment Company Act of 1940 as
its agent to carry out such of the provisions of this Section 2 as the
Custodian may from time to time direct; provided, however, that the
appointment of any agent will not relieve the Custodian of its
responsibilities or liabilities under this Agreement.

2.9      Deposit of Securities in Securities Systems. The Custodian may
deposit and/or maintain a Portfolio's securities in a Securities System in
accordance with applicable Federal Reserve Board and Securities and Exchange
Commission rules and regulations, if any, and subject to the following
provisions:

1)       Account of Custodian. The Custodian may keep a Portfolio's securities
in a Securities System provided hat such securities are represented in an
account of the Custodian in the Securities System that does not include any
assets of the Custodian other than assets held as a fiduciary, custodian or
otherwise for customers;

2)       Records. The Custodian's records, with respect to a Portfolio's
securities maintained in a Securities System, must identify by book entry
those securities belonging to the Portfolio;

3)       Payment/Delivery.

(a) Subject to Section 2.7 (Payment of Fund Monies), the Custodian will pay
for a Portfolio's securities upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account, and (ii) the
making of an entry on the records of the Custodian to reflect such payment and
transfer for the account of the Portfolio;

(b) Subject to Section 2.2 (Delivery of Securities), the Custodian will
transfer a Portfolio's securities upon (i) receipt of advice from the
Securities System that payment for such securities has been transferred to the
Custodian's account, and (ii) the making of an entry on the records of the
Custodian to reflect such transfer and payment for the account of the
Portfolio;

(c) Copies of all advices from the Securities System of transfers of a
Portfolio's securities will identify the Portfolio, be maintained for the
Portfolio by the Custodian and be provided to the Portfolio at its request.
The Custodian will furnish daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the Portfolio.

4)       Reports. The Custodian will provide the Portfolio with any report
obtained by the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding securities
deposited in the Securities System, and further agrees to provide the
Portfolio with copies of any documentation it has relating to its arrangements
with the Securities Systems as set forth in this Agreement or as otherwise
required by the Securities and Exchange Commission or any other regulatory
agency or organization:

5)       Liability. Anything to the contrary in this Agreement
notwithstanding, the Custodian will be liable to the Portfolio for any loss or
expense, which may include reasonable attorneys fees, or damage to the
Portfolio resulting from use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian, its agents, or any
employee or agent of the Custodian or agent, or from failure of the Custodian
or any such agent to enforce effectively such rights as it may have against
the Securities System. At the election of the Portfolio, it will be entitled
to be subrogated to the rights of the Custodian with respect to any claim
against the Securities System or any other person that the Custodian may have
as a consequence of any such loss, expense or damage if and to the extent that
the Portfolio has not been made whole for any such loss, expense or damage.

2.10     Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by a Portfolio in the
Direct Paper System of the Custodian subject to the following provisions:

1)       No transaction relating to securities in the Direct Paper System will
be effected in the absence of Proper Instructions;

2)       The Custodian may keep securities of a Portfolio in the Direct Paper
System only if such securities are represented in an account of the Custodian
in the Direct Paper System that does not include any assets of the Custodian
other than assets held as a fiduciary, Custodian or otherwise for customers;

3)       The records of the Custodian, with respect to securities of a
Portfolio, that are maintained in the Direct Paper System will identify by
book entry those securities belonging to the Portfolio;

4)       The Custodian will pay for securities purchased for the account of a
Portfolio upon the making of an entry on the records of the Custodian to
reflect such payment and transfer of securities to the account of the
Portfolio. The Custodian will transfer securities sold for the account of the
Fund upon the making of an entry on the records of the Custodian to reflect
such transfer and receipt of payment for the account of the Fund;

5)       The Custodian will furnish each Portfolio confirmation of every
transfer to or from its account, in the form of a written advice or notice, of
Direct Paper on the next business day following such transfer and will furnish
to the Portfolio copies of daily transaction sheets reflecting each day's
transaction in the Securities System for its account;

6)       The Custodian will provide each Portfolio with any report on its
system of internal accounting control as the Portfolio may reasonably request
from time to time;

2.11     Segregated Account. The Custodian will, upon receipt of Proper
Instructions, establish and maintain a segregated account or accounts for and
on behalf of each Portfolio, into which may be transferred cash and/or
securities, including securities maintained in an account by the Custodian
pursuant to Section 2.9 of this Agreement: (i) in accordance with the
provisions of any agreement among the Fund, the Custodian and a broker-dealer
registered under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act), relating to
compliance with the rules of the Options Clearing Corporation and of any
registered national securities exchange (or the Commodity Futures Trading
Commission or any registered contract market), or of any similar organization
or organizations, regarding escrow or other arrangements in connection with
transactions by a Portfolio, (ii) for purposes of segregating cash or
government securities in connection with options purchased, sold or written by
a Portfolio or commodity futures contracts or options purchased or sold by the
Portfolio, (iii) for the purposes of compliance by the Fund with the
procedures required by Investment Company Act Release No. 10666, or any
subsequent release, rule or policy of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only in the case
of clause (iv) upon receipt of, in addition to Proper Instructions, a
certified copy of a resolution of the Board of Directors setting forth the
purpose or purposes of such segregated account and declaring such purposes to
be proper corporate purposes.

2.12     Ownership Certificates for Tax Purposes. The Custodian will execute
ownership and other certificates and affidavits for all federal and state tax
purposes in connection with receipt of income or other payments for a
Portfolio's securities and in connection with transfers of such securities.

2.13     Proxies. If the securities are registered other than in the name of a
Portfolio or a nominee of the Portfolio, the Custodian will cause all proxies
promptly to be executed by the registered holder of such securities, without
indication of the manner in which such proxies are to be voted, and will
promptly deliver to the Portfolio all proxy soliciting materials and all
notices relating to such securities.

2.14     Communications Relating to Fund Securities. The Custodian will
transmit promptly to each Portfolio all written information (including,
without limitation, pendency of calls and maturities of domestic securities
and expirations of rights in connection therewith and notices of exercise of
call and put options written by the Portfolio and the maturity of futures
contracts purchased or sold by the Portfolio) received by the Custodian from
issuers of the Portfolio's securities by the Custodian, an agent appointed
under Section 2.9, or subcustodian appointed under Section 1. With respect to
tender or exchange offers, the Custodian will transmit promptly to the
Portfolio all written information received by the Custodian, an agent
appointed under Section 2.9, or subcustodian appointed under Section 1 from
issuers of the securities whose tender or exchange is sought and from the
party (or its agents) making the tender or exchange offer. If a Portfolio
desires to take action with respect to any tender offer, exchange offer or any
other similar transaction, the Portfolio will notify the Custodian of such
desired action at least three business days prior to the time such action must
be taken under the terms of the tender, exchange offer, or other similar
transaction, and it will be the responsibility of the Custodian to timely
transmit to the appropriate person(s) the Portfolio's notice. Where the
Portfolio does not notify the Custodian of its desired action within the three
business day period, the Custodian will use its best efforts to timely
transmit the Portfolio's notice to the appropriate person.

2.15     Reports to Fund by Independent Public Accountants. At the request of
the Fund, the Custodian will provide the Fund, for the benefit of each of its
Portfolios, with audited annual reports. The Custodian will further provide
the Fund, at such times as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal accounting
control and procedures for safeguarding securities, futures contracts and
options on futures contracts, including securities deposited and/or maintained
in a Securities System, relating to the services provided by the Custodian
under this Contract. Such reports will be of sufficient scope and in
sufficient detail, as may reasonably be required by the Fund to provide
reasonable assurance that any material inadequacies existing or arising since
the prior examination would be disclosed by such examination. The reports must
describe any material inadequacies disclosed and, if there are no such
inadequacies, the reports will so state.

3.       Payments for Redemptions of Shares of a Portfolio

From such funds as may be available for the purpose but subject to the
limitations of the Governing Documents of the Fund and any applicable votes of
the Board of Directors of the Fund pursuant to those Documents, the Custodian
will, upon receipt of instructions from the Transfer Agent, make funds
available for payment to holders of shares who have delivered to the Transfer
Agent a request for redemption of their shares. In connection with the
redemption of shares of a Portfolio, the Custodian is authorized upon receipt
of instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholder.

The Custodian will receive payments for a Portfolio's shares issued or sold
from the distributor for the Portfolio's shares or from the Transfer Agent of
the Portfolio and deposit as received into the Portfolio's account such
payments as are received for shares of the Portfolio issued or sold from time
to time by the Portfolio. The Custodian will provide timely notification to
the Portfolio and the Transfer Agent of any receipt by it of payments for
shares of the Portfolio.

4.       Proper Instructions

"Proper Instructions" means a writing signed or initialed by one or more
persons authorized by the Board of Directors. Each such writing must set forth
the specific transaction or type of transaction involved, including a
statement of the purpose for which such action is requested, and may be a
blanket instruction authorizing specific transactions of a routine nature or
occurring repeatedly. Oral instructions will be considered Proper Instructions
if the Custodian reasonably believes them to have been given by a person
authorized to give such instructions with respect to the transaction involved.
The Fund will cause all oral instructions to be confirmed in writing. Upon
receipt of a certificate of the Secretary or an Assistant Secretary as to the
authorization by the Board of Directors of the Fund, accompanied by a detailed
description of procedures approved by the Board of Directors, Proper
Instructions may include communications effected directly between
electromechanical or electronic devices provided that the Board of Directors
and the Custodian are satisfied that such procedures afford adequate
safeguards for the Fund's assets.

5.       Actions Permitted without Express Authority

In its discretion the Custodian may, without express authority from the Fund:

1)       surrender securities in temporary form for securities in definitive
form;

2)       endorse for collection, in the name of a Portfolio, checks, drafts
and other negotiable instruments on the same day as received: and

3)       in general. attend to all nondiscretionary details in connection with
the sale, exchange, substitution, purchase, transfer and other dealings with
the securities and property of a Portfolio except as otherwise directed by the
Board of Directors of the Fund.

6.       Evidence of Authority, Reliance on Documents

The Custodian will not be liable for actions taken pursuant to instructions,
notice, request, consent, certificate or other instrument or paper reasonably
and in good faith believed by it to be genuine and to have been properly
executed by or on behalf of the Fund or a Portfolio in accordance with Proper
Instructions as defined in Section 4 of this Agreement. The Custodian may
receive and accept a certified copy of a vote of the Board of Directors of the
Fund as conclusive evidence (a) of the authority of any person to act in
accordance with such vote or (b) of any determination or of any action by the
Board of Directors pursuant to the Governing Documents of the Fund as
described in such vote, and such vote may be considered as in full force and
effect until receipt by the Custodian of written notice to the contrary. So
long as and to the extent that it is in the exercise of the standard of care
set forth in Section 10 of this Agreement, the Custodian will not be
responsible for the title, validity or genuineness of any property or evidence
of title received by it or delivered by it pursuant to this Agreement and will
be held harmless in acting upon any notice, request, consent, certificate or
other instrument reasonably believed by it to be genuine and to be signed by
the proper party or parties.

7.       Records, Inventory

The Custodian will create and maintain all records relating to its activities
and obligations under this Agreement in such manner as will meet the
obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 and Rules 31a-1 and 31a-2 thereunder. All
such records will be the property of the Fund and will at all times during the
regular business hours of the Custodian be open for inspection and audit by
duly authorized officers, employees or agents of the Fund and employees and
agents of the Securities and Exchange Commission, and, in the event of
termination of this Agreement, will be delivered in accordance with Section 12
of this Agreement. The Custodian will, at the Fund's request, supply the Fund
with a tabulation of securities owned by any Portfolio and held by the
Custodian and will, when requested to do so by the Fund and for such
compensation as is agreed on by the Portfolio and the Custodian, include
certificate numbers in such tabulations. The Custodian will conduct a periodic
inventory of all securities and other property subject to this Agreement and
provide to the Fund a periodic reconciliation of the vaulted position of each
Portfolio to the appraised position of the Portfolio. The Custodian will
promptly report to the Fund the results of the reconciliation, indicating any
shortages or discrepancies uncovered thereby, and take appropriate action to
remedy any such shortages or discrepancies.

8.       Opinion of the Fund's Independent Accountant

The Custodian will cooperate with the Fund's independent public accountants in
connection with the annual and other audits of the books and records of the
Fund and take all reasonable action, as the Fund may from time to time
request, to provide the necessary information to such accountants for the
expression of their opinion without any qualification as to the scope of their
examination, including but not limited to, any opinion in connection with the
preparation of the Fund's Form N-1A, and Form N-SAR or other reports to the
Securities and Exchange Commission or state regulatory agency and with respect
to any other legal requirements.

9.       Compensation of Custodian

The Custodian will be entitled to reasonable compensation for its services and
expenses as Custodian, as detailed in the attached Addendum.

10.      Responsibility of Custodian - Indemnification

Reasonable Care - Notwithstanding anything to the contrary in this Agreement,
the Custodian will be held to the exercise of reasonable care in carrying out
the provisions of this Agreement, but will be kept indemnified by and will be
without liability to the Fund for any action taken or omitted by it in good
faith without negligence.

Notice to Fund - in order for the indemnification provision contained in this
Section to apply, it is understood that if in any case the Fund may be asked
to indemnify or hold the Custodian harmless, the Fund will be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Custodian will use all reasonable care
to identify and notify the Fund promptly concerning any situation which
presents or appears likely to present the probability of such a claim for
indemnification against the Fund.

Defense of Custodian - The Fund will have the option to defend the Custodian
against any claim which may he the subject of this indemnification, and in the
event that the Fund so elects, it will so notify the Custodian, and thereupon
the Fund will take over complete defense of the claim and the Custodian will
in such situation initiate no further legal or other expenses for which it
will seek indemnification under this Section. The Custodian will in no case
confess any claim or make any compromise in any case in which the Fund will be
asked to indemnify the Custodian except with the Fund's prior written consent.
Nothing in this Section will be construed to limit any right or cause of
action on the part of the Custodian under this Agreement which is independent
of any right or cause of action on the part of the Fund. The Custodian will be
entitled to rely on and may act upon advice of counsel (who may be counsel for
the Fund or such other counsel as may be agreed to by the parties) on all
matters, and will be without liability for any action reasonably taken or
omitted pursuant to such advice.

If the Fund requires the Custodian to take any action with respect to
securities that involves the payment of money, or that may, in the opinion of
the Custodian, result in the Custodian or its nominee assigned to the Fund
being liable for the payment of money or incurring liability of some other
form, the Fund, as a prerequisite to requiring the Custodian to take such
action, will indemnify the Custodian in an amount and form satisfactory to it.

If a Portfolio requires the Custodian to advance cash or securities for any
purpose or in the event that the Custodian or its nominee incurs or is
assessed any taxes, charges, expenses, assessments, claims or liabilities in
connection with the performance of this Agreement, except as may arise from
the Custodian's or its agent's negligent action or omission, or willful
misconduct, any property held for the account of the Portfolio will serve as
security. If the Portfolio fails to repay the Custodian promptly, the
Custodian will be entitled to use available cash and to dispose of the
Portfolio's assets to the extent necessary for reimbursement. If the Custodian
exercises this option, it must give the Portfolio reasonable notice so as to
enable the Portfolio to repay the cash or securities advanced. Such notice
will not preclude the Custodian from asserting any lien under this provision.

11.      Effective Period, Termination and Amendment

This Agreement will become effective as of its execution. provided that the
Custodian will have received proof of initial approval of a particular
Securities System pursuant to Rule 17f-4 under the Investment Company Act of
1940 (see Section 2.9 of this Agreement) or of the Direct Paper System (see
Section 2.10 of this Agreement). The Portfolio will provide proof of annual
approval to the Custodian. This Agreement will continue in force until
terminated as provided in this Section. It may be amended at any time by
mutual agreement of the parties, and may be terminated by either party with 60
days written notice. The Fund may, by action of the Fund's Board of Directors,
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency
or a like event at the direction of an appropriate regulatory agency or court
of competent jurisdiction.

In the event the Agreement terminates, the Fund will pay the Custodian
whatever compensation is due as of the date of the termination, and will
reimburse the Custodian for costs, expenses and disbursements incurred in
connection with termination, but only to the extent the Fund gives prior
approval for the expenditures. Approval will not be unreasonably withheld.

12. Successor Custodian

If a successor custodian is appointed by the Board of Directors of the Fund,
the Custodian will, upon termination, deliver to the successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities, funds and other properties then held by it pursuant to this
Agreement, and will transfer to an account of the successor custodian all of
each Portfolio's securities held in a Securities System. The Custodian will
cooperate in assisting the successor Custodian so that it may continue any
subcustodian agreement entered into by the Custodian and any subcustodian on
behalf of the Fund.

If no successor is to be appointed, the Custodian will make the securities,
funds and other properties available as above to the Fund upon receipt of a
certified copy of a vote of the Board of Directors of the Fund.

If no written order designating a successor Custodian or certified copy of a
vote of the Board of Directors is delivered to the Custodian on or before the
effective date of the termination, the Custodian will have the right to make
delivery to a bank (as defined in the Investment Company Act of 1940) or trust
company of its own selection having aggregate capital, surplus, and undivided
profits, as shown by its last published report, of not less than $50,000,000,
which will become the successor custodian under this Agreement.

In the event the securities, funds and other properties remain in the
possession of the Custodian after the termination date due to failure by the
Fund to procure the certified copy of the appropriate vote of the Board of
Directors, the Custodian will be entitled to fair compensation for its
services during the period during which it retains possession of the property,
and the provisions of this Agreement relating to the duties and obligations of
the Custodian will remain in full force.

If during the term of this Agreement any Portfolio is liquidated pursuant to
law, the Custodian will distribute the remaining assets of the Portfolio after
satisfying all expenses and liabilities of that Portfolio. Such distributions
will be pro rata among the Portfolio's shareholders as certified by the
Transfer Agent, and will be in cash or, if the Portfolio so orders, in
portfolio securities. Section 10 (Responsibility of Custodian -
Indemnification) will survive any termination of this Agreement.

13.      Interpretive and Additional Provisions

In connection with the operation of this Agreement, the Custodian and the Fund
may from time to time agree on such provisions interpretive of or in addition
to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions will be in a writing signed by both parties and will be
annexed to this Agreement. No interpretive or additional provisions will
contravene any applicable federal or state regulations or any provision of the
Governing Documents of the Fund, nor will they be deemed amendments to this
Agreement.

14.      Notice

Notice will be considered sufficient if sent by registered or certified mail,
or by such other means as the parties agree, to the other party at the address
set forth above or at any other address specified in writing and delivered to
the other party.

15.      Bond

The Custodian will, at all times, maintain a bond issued by a reputable
fidelity insurance company authorized to do business in the place where the
bond is issued. The bond will be issued against larceny and embezzlement, and
will cover each officer and employee of the Custodian who may, singly or
jointly with others, have access to securities or funds of the Fund, either
directly or through authority to receive and carry out any certificate
instruction, order request, note or other instrument required or permitted by
this Agreement. The Custodian agrees that it will not cancel, terminate or
modify the bond so as to affect adversely the Fund, except after written
notice to the Fund not less than 10 days prior to the effective date of such
cancellation, termination or modification. At the request of the Fund, the
Custodian will furnish to the Fund a copy of each such bond and each amendment
thereto.

16.      Confidentiality

The Custodian agrees to treat all records and other information relative to
the Portfolios and their prior, present or future shareholders as
confidential, and the Custodian, on behalf of itself and its employees, agrees
to keep confidential all such information except when requested to divulge
such information by duly constituted authorities, or when so requested by the
Fund. If requested to divulge confidential information to anyone other than
persons normally authorized by the Fund to receive information, such as the
Fund's auditors or attorneys, the Custodian will not release the information
until it notifies the Fond in writing and receives approval in writing from
the Fund, unless required by law to do otherwise. Approval by the Fund will
not be unreasonably withheld and may not be withheld where the Custodian may
be exposed to civil or criminal contempt proceedings for failure to comply.

17.      Exemption from Liens

Except as provided in Section 10 of this Agreement, the securities and other
assets held by the Custodian for a Portfolio will be subject to no lien or
charge of any kind in favor of the Custodian or any person claiming through
the Custodian, but nothing herein will be deemed to deprive the Custodian of
its right to invoke any and all remedies available at law or equity to collect
amounts due it under this Agreement. Neither the Custodian nor any
subcustodian appointed pursuant to Section 1 of this Agreement will have any
power or authority to assign, hypothecate, pledge or otherwise dispose of any
securities held by it for the Portfolio, except upon the direction of the
Fund, duly given as herein provided, and only for the account of the Portfolio.

18.      Massachusetts Law to Apply

This Agreement will be construed and the provisions thereof interpreted under
and in accordance with laws of the Commonwealth of Massachusetts.

19.      Governing Documents

The term "Governing Documents" refers to the Fund's Articles of Incorporation,
Bylaws and Registration Statement filed under the Securities Act of 1933, as
amended from time to time.

20.      Directors and Shareholders

Neither the holders of shares in the Portfolios nor any Directors of the Fund
will be personally liable under this Agreement.

21.      Successors of Parties

This Contract will be binding on and will inure to the benefit of the Fund and
the Custodian and their respective successors.

22.      Integration Clause

The parties agree that all aspects of their agreement are contained in this
document, its Addendum, supplemental agreements and all amendments thereto,
and that any disputes arising in connection with this Agreement will be
decided with reference to those documents.

23.      Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to the
person or persons appointed by the Board of Directors of the Fund to keep the
books of account of the Fund and/or compute the net asset value per share of
the outstanding shares of the Fund or, if directed in writing to do so by the
Fund, shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate daily the
net income and, if instructed in writing by an Officer of the Fund to do so,
shall advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset value
per share and the daily income of the Fund shall be made at the time or times
and in the manner described from time to time in the Fund's currently
effective prospectus.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.

CALVERT WORLD VALUES FUND, INC.

By: /s/  Date: 6/18/92
         William M. Tartikoff

Attest: /s/       Date: 6/18/92
         Beth-ann Roth

STATE STREET BANK AND TRUST COMPANY

By: /s/  Date: 6/23/92
         Ronald E. Logue, Senior Vice President

Attest: /s/       Date: 6/23/92
         Claire E. Rodowicz, Assistant Secretary

<PAGE>

                                   APPENDIX A

The following Portfolio is covered by the Custodian Agreement dated as of May
19,1992 between Calvert World Values Fund, Inc. and State Street Bank and
Trust Company:

GLOBAL EQUITY PORTFOLIO


<PAGE>

                       SUPPLEMENT TO CUSTODIAN AGREEMENT

This Supplement is part of the custodian agreement dated as of May 19,1992
(the "Custodian Agreement") between the Calvert World Values Fund, Inc. (the
"Fund") and State Street Bank and Trust Company (the "Custodian");

Whereas, the Custodian Agreement governs the terms and conditions under which
the Custodian maintains custody of the securities and other assets of the
Fund; and

Whereas, the Custodian and the Fund desire to amend and supplement the
Custodian Agreement in order to (i) accurately reflect the terms and
conditions under which the Custodian maintains the Fund's securities and other
non-cash property in the custody of certain foreign subcustodians in
conformity with the requirements of Rule 1 7f-5 under the Investment Company
Act of 1940, as amended, and (ii) recognize that the Fund's investments in
non-U.S. securities markets may involve an assessment by the Fund of certain
risks inherent in participation in such markets and a balancing by the Fund of
the possibility of an enhanced return available in such markets against such
risks;

Now, Therefore, in consideration of the promises set forth herein and in the
Custodian Agreement, the Custodian and the Fund hereby amend and supplement
the Custodian Agreement as follows:

1.       Notwithstanding any provisions to the contrary set forth in the
Custodian Agreement, including, but not limited to, Section 3.4 thereof, but
subject to the requirements of Rule 17f-5 under the Investment Company Act of
1940, the Custodian may hold securities and other non-cash property for all of
its customers, including the Fund, with a foreign sub-custodian in a single
account that is identified as belonging to the Custodian for the benefit of
its customers, provided however, that (i) the records of the Custodian with
respect to securities and other non-cash property of the Fund which are
maintained in such account shall identify by book-entry those securities and
other non-cash property belonging to the Fund and (ii) the Custodian shall
require that securities and other non-cash property so held by the foreign
sub-custodian be held separately from any assets of the foreign sub-custodian
or of others.

2.       Article 11 of the Custodian Agreement is hereby supplemented by
adding the following:

Emerging Markets and "Country Risk" - Except as may arise from the Custodians
own negligence or willful misconduct or the negligence or willful misconduct
of a sub-custodian or agent, the Custodian shall be without liability to the
Fund for any loss, liability, claim or expense resulting from or caused by;
(i) events or circumstances beyond the reasonable control of the Custodian or
any sub-custodian or Securities System or any agent or nominee of any of the
foregoing, including, without limitation, the interruption, suspension or
restriction of trading on or the closure of any securities market, power or
other mechanical or technological failures or interruptions, or computer
viruses or communications disruptions; (ii) errors by the Fund or the Fund's
investment Advisor(s) in their instructions to the Custodian, provided such
instructions have been in accordance with this Contract; (iii) the insolvency
of or acts or omissions by a Securities System; (iv) any delay or failure of
any broker, agent or intermediary, central bank or other commercially
prevalent payment or clearing system to deliver to the Custodian's
sub-custodian or agent securities purchased or in the remittance or payment
made m connection with securities sold; (v) any delay or failure of any
company, corporation or other body in charge or registering or transferring
securities in the name of the Custodian, the Fund, the Custodian's
sub-custodians, nominees or agents or agents or any consequential losses
arising out of such delay or failure to transfer such securities including
nonreceipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market
infrastructure with respect to any particular security or Securities System;
and (vii) any provision of any present or future law or regulation or order of
the United States of America, or any state thereof, or any other country, or
political subdivision thereof or of any court of competent jurisdiction.
Regardless of whether assets are maintained in the custody of a foreign
banking institution or a foreign securities depository, the Custodian shall
not be liable for "country risk", i.e. any loss, damage, cost, expense,
liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or cash of the
Fund or of a Portfolio in a foreign country Including, but not limited to,
losses resulting from nationalization expropriation, imposition of currency
controls or restrictions, acts of war or terrorism, riots, revolutions, work
stoppages, natural disasters or other similar events or acts.

3.       Except as specifically superseded or modified herein, the terms and
provisions of the Custodian Agreement shall continue to apply with full force
and effect.

IN WITNESS WHEREOF, of the parties hereto has caused this instrument to be
executed as a sealed instrument in its name and behalf by its duly authorized
representative as of May 19, 1992.

CALVERT WORLD VALUES FUND, INC.

By: /s/
         William M. Tartikoff, Vice President


STATE STREET BANK AND TRUST COMPANY

By: /s/
         Ronald E. Logue, Executive Vice President


<PAGE>


                            LETTER AGREEMENT BETWEEN
                        CALVERT WORLD VALUES FUND, INC.
                    AND STATE STREET BANK AND TRUST COMPANY
                     SUPPLEMENTING THE CUSTODIAN AGREEMENT
                            DATED AS OF MAY 19, 1992

The following items supplement the Custodian Agreement ("Agreement") dated as
of May 19, 1992, and are considered part of the Agreement:

         1.       The initial Addendum to the Agreement, dated as of May 19,
1992, will remain in affect for a minimum of three years; that is, until at
least May 18,1995, unless mutually agreed by the parties.

         2.       The Fund is entitled to pay fees to the Custodian by
analysis on collected funds, which will earn the rate stated in the Addendum
to the Agreement.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.

CALVERT WORLD VALUES FUND, INC.

By: /s/
         William M. Tartikoff

STATE STREET BANK AND TRUST COMPANY

By: /s/
         J. W. Fletcher


<PAGE>


                      AMENDMENT TO THE CUSTODIAN CONTRACT

AGREEMENT made by and between State Street Bank and Trust Company (the
"Custodian") and (the "Funds).

WHEREAS, the Custodian and the Fund are parties to a custodian contract dated
May 12, 1992 (the "Custodian Contract") governing the terms and conditions
under which the Custodian maintains custody of the securities and other assets
of the Fund; and

WHEREAS, the Custodian and the Fund desire to amend the Custodian Contract to
provide for the maintenance of the Fund's foreign securities, and cash
incidental to transactions in such securities, in the custody of certain
foreign banking institutions and foreign securities depositories acting as
sub-custodians in conformity with the requirements of Rule 17f-5 under the
Investment Company Act of 1940;

NOW THEREFORE, in consideration of the premises and covenants contained
herein, the Custodian and the Fund hereby amend the Custodian Contract by the
addition of the following terms and conditions;

1.       Appointment of Foreign Sub-Custodians

The Fund hereby authorizes and instructs the Custodian to employ as
sub-custodians for the Fund's securities and other assets maintained outside
the United States the foreign banking institutions and foreign securities
depositories designated on Schedule A hereto ("foreign sub-custodians"). Upon
receipt of "Proper Instructions, as defined in Section 2.17 of the Custodian
Contract, together with a certified resolution of the Fund's Board of
Directors, the Custodian and the Fund may agree to amend Schedule A hereto
from time to time to designate additional foreign banking institutions and
foreign securities depositories to act as sub-custodian. Upon receipt of
Proper Instructions, the Fund may instruct the Custodian to cease the
employment of any one or more of such sub-custodians for maintaining custody
of the Fund's assets.

2.       Assets to be Held

The Custodian shall limit the securities and other assets maintained in the
custody of the foreign sub-custodians to: (a) "foreign securities", as defined
in paragraph (c)(l) of Rule 17f-5 under the Investment Company Act of 1940,
and (b) cash and cash equivalents in such amounts as the Custodian or the Fund
may determine to be reasonably necessary to effect the Fund's foreign
securities transactions.

3.       Foreign Securities Depositories

Except as may otherwise be agreed upon in writing by the custodian and the
Fund, assets of the Fund shall be maintained in foreign securities
depositories only through arrangements implemented by the foreign banking
institutions serving as sub-custodians pursuant to the terms hereof. Where
possible, such arrangements shall include entry into agreements containing the
provisions set forth in Section 5 hereof.

4.       Segregation of-Securities

The Custodian shall identify on its books as belonging to the Fund, the
foreign securities of the Fund held by each foreign sub-custodian. Each
agreement pursuant to which the Custodian employs a foreign banking
institution shall require that such institution establish a custody account
for the Custodian on behalf of the Fund and physically segregate in that
account, securities and other assets of the Fund, and, in the event that such
institution deposits the Fund's securities in a foreign securities depository,
that it shall identify on its books as belonging to the Custodian, as agent
for the Fund, the securities so deposited.

5.       Agreements with Foreign Banking Institutions

Each agreement with a foreign banking institution shall be substantially in
the form set forth in Exhibit 1 hereto and shall provide that: (a) the Fund's
assets will not be subject to any right, charge, security interest, lien or
claim of any kind in favor of the foreign banking institution or its creditors
or agents, except a claim of payment for their safe custody or administration;
(b) beneficial ownership for the Fund's assets will be freely transferable
without the payment of money or value other than for custody or
administration; (c) adequate records will be maintained identifying the assets
as belonging to the Fund; (d) officers of or auditors employed by, or other
representatives of the Custodian, including to the extent permitted under
applicable law the independent public accountants for the Fund, will be given
access to the books and records of the foreign banking institution relating to
its actions under its agreement with the Custodian; and (e) assets of the Fund
held by the foreign sub-custodian will be subject only to the instructions of
the Custodian or its agents.

6.       Access of Independent Accountants of the Fund

Upon request of the Fund, the Custodian will use its best efforts to arrange
for the independent accountants of the Fund to be afforded access to the books
and records of any foreign banking institution employed as a foreign
sub-custodian insofar as such books and records relate to the performance of
such foreign banking institution under its agreement with the Custodian.

7.       Reports by Custodian

The Custodian will supply to the Fund from time to time, as mutually agreed
upon, statements in respect of the securities and other assets of the Fund
held by foreign sub-custodians, including but not limited to an identification
of entities having possession of the Fund's securities and other assets and
advises or notifications of any transfers of securities to or from each
custodial account maintained by a foreign banking institution for the
Custodian on behalf of the Fund indicating, as to securities acquired for the
Fund, the identity of the entity having physical possession of such securities.

8.       Transactions in Foreign Custody Account

(a) Except as otherwise provided in paragraph (b) of this Section 8, the
provisions of Sections 2.2 and 2.8 of the custodian Contract shall apply,
mutatis mutandis to the foreign securities of the Fund held outside the United
States by foreign sub-custodians.

(b) Notwithstanding any provision of the Custodian Contract to the contrary,
settlement and payment for securities received for the account of the Fund and
delivery of securities maintained for the account of the Fund may be effected
in accordance with the customary established securities trading or securities
processing practices and procedures in the jurisdiction or market in which the
transaction occurs, including, without limitation, delivering securities to
the purchaser thereof or to a dealer therefor (or an agent for such purchaser
or dealer) against a receipt with the expectation of receiving later payment
for such securities from such purchaser or dealer.

(c) securities maintained in the custody of a foreign sub-custodian may be
maintained in the name of such entity's nominee to the same extent as set
forth in section 2.3 of the Custodian Contract, and the Fund agrees to hold
any such nominee harmless from any liability as a holder of record of such
securities.

9.       Liability of Foreign Sub-Custodians

Each agreement pursuant to which the Custodian employs a foreign banking
institution as a foreign sub-custodian shall require the institution to
exercise reasonable care in the performance of its duties and to indemnify,
and hold harmless the Custodian and each Fund from and against any loss,
damage cost, expense, liability or claim arising out of or in connection with
the institution's performance of such obligations. At the election of the
Fund, it shall be entitled to be subrogated to the rights of the Custodian
with respect to any claims against a foreign banking institution as a
consequence of any such loss, damage, cost, expense, liability or claim if and
to the extent that the Fund has not been made whole for any such loss, damage,
cost, expense, liability or claim.

10.      Liability of Custodian

The Custodian shall be liable for the acts or omissions of a foreign banking
institution to the same extent as set forth with respect to sub-custodians
generally in the Custodian Contract and, regardless of whether assets are
maintained in the custody of a foreign banking institution, a foreign
securities depository or a branch of a U.S. bank as contemplated by paragraph
13 hereof, the Custodian shall not be liable for any loss, damage, cost,
expense, liability or claim resulting from nationalization, expropriation,
currency restrictions, or acts of war or terrorism or any loss where the
sub-custodian has otherwise exercised reasonable care. Notwithstanding the
foregoing provisions of this paragraph 10, in delegating custody duties to
State Street London Ltd., the Custodian shall not be relieved of any
responsibility to the Fund for any loss due to such delegation, except such
loss as may result from (a) political risk (including, but not limited to,
exchange control restrictions, confiscation, expropriation, nationalization,
insurrection, civil strife or armed hostilities) or (b) other losses
(excluding a bankruptcy or insolvency of State Street London Ltd. not caused
by political risk) due to Acts of God, nuclear incident or other losses under
circumstances where the Custodian and State Street London Ltd. have exercised
reasonable care.

11.      Reimbursement for Advances

If the Fund requires the Custodian to advance cash or securities for any
purpose including the purchase or sale of foreign exchange or of contracts for
foreign exchange, or in the event that the Custodian or its nominee shall
incur or be assessed any taxes, charges, expenses, assessments, claims or
liabilities in connection with the performance of this Contract, except such
as may arise from its or its nominee's own negligent action, negligent failure
to act or willful misconduct, any property at any time held for the account of
the Fund shall be security therefor and should the Fund fail to repay the
Custodian promptly, the Custodian shall be entitled to utilize available cash
and to dispose of the Fund assets to the extent necessary to obtain
reimbursement.

12.      Monitoring Responsibilities

The Custodian shall furnish annually to the Fund, during the month of June,
information concerning the foreign sub-custodians employed by the Custodian.
Such information shall be similar in kind and scope to that furnished to the
Fund in connection with the initial approval of this amendment to the
Custodian Contract. In addition, the Custodian will promptly inform the Fund
in the event that the Custodian learns of a material adverse change in the
financial condition of a foreign sub-custodian or any material loss of the
assets of the Fund or in the case of any foreign sub-custodian not the subject
of an exemptive order from the Securities and Exchange Commission is notified
by such foreign sub-custodian that there appears to be a substantial
likelihood that its shareholders' equity will decline below $200 million (U.S.
dollars or the equivalent thereof) or that its shareholders' equity has
declined below $200 million (in each case computed in accordance with
generally accepted U.S. accounting principles).

13.      Branches of U.S. Banks

(a) Except as otherwise set forth in this amendment to the Custodian Contract,
the provisions hereof shall not apply where the custody of the Fund assets is
maintained in a foreign branch of a banking institution which is a "bank" as
defined by section 2(a)(5) of the Investment Company Act of 1940 meeting the
Qualification set forth in Section 26(a) of said Act. The appointment of any
such branch as a sub-custodian shall be governed by paragraph 1 of the
Custodian Contract.

(b) Cash held for the Fund in the United Kingdom shall be maintained in an
interest bearing account established for the Fund with the Custodian's London
Branch, which account shall be subject to the direction of the Custodian,
State Street London Ltd. or both.

14.      Applicability of Custodian Contract

Except as specifically superseded or modified herein, the terms and provisions
of the Custodian Contract shall continue to apply with full force and effect.


IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the 18th day of June, 1992.

CALVERT WORLD VALUES FUND, INC.

By: /s/
         William M. Tartikoff

Attest: /s/
         Beth-ann Roth

STATE STREET BANK AND TRUST COMPANY

By: /s/
         Ronald E. Logue, Senior Vice President

Attest: /s/
         Claire E. Rodowicz, Assistant Secretary

<PAGE>

                                   Schedule A

The following foreign banking institutions and foreign securities depositories
have been approved by the Board of Directors of Calvert World Values Fund,
Inc., for use as sub-custodians for the Fund's securities and other assets.

The best interest of the Fund and its shareholders will be served by the
custody and maintenance of securities and other assets of the Fund from time
to time with the following eligible foreign custodians: Citibank,
N.A.-Argentina; Australia and Now Zealand Banking Group Limited (ANZ),
Girozentrale und Bank der Oesterreichischen Sparkassen AG (Girozentrale);
Banque Bruxelles Lambert BBL; Citibank, N.A. -Brazil; Canada Trust Company
(Canada Trust), Citibank N.A. -Chile (Santiago); Den Danske Bank (Den Danske);
Kansallis-Osake-Pankki (KOF); Credit Commercial De France (CCF); Berliner
Handels-und Frankfurter Bank (BHF), National Bank of Greece (NBG); Standard
Chartered Bank, Hong Kong; Standard Chartered Bank, Jakarta; Bank of Ireland
(BOI) Credito Italiano; Sumitomo Trust & Banking Co., Ltd. (Sumitomo); Bank of
Seoul; Standard Chartered Bank, Kuala Lumpur; Citibank N.A. -Mexico (Mexico
City); Bank Mees & Hope N.V. (BMH); Westpac Banking Corporation (Westpac);
Christiania Bank OG Kreditkasse (Christiania); Standard Chartered Bank,
Manila; Banco Comercial Portugues (BCP); The Development Bank of Singapore
Ltd. (DBS), Banco Hispano Americano (BHA); The Hongkong and Shanghai Banking
Corporation Limited (Colombo), Skandinaviska Enskilda Banken (SEB), Union Bank
of Switzerland (UBS); Central Trust of China, Taipei (CTC); Standard Chartered
Bank, Bangkok; Citibank, N.A. - Turkey (Istanbul); State Street London
Limited; Citibank, N.A. -Venezuela (Caracas) The Euroclear System (Euroclear);
and Centrale de Livraison de Valeurs Mobilieres S.A. (Cedel).


<PAGE>

                        ADDENDUM TO CUSTODIAN AGREEMENT

The Fund will pay the following fees to State Street Bank and Trust Company
pursuant to the Custodian Agreement dated as of March 5, 1992. The rates,
which may be adjusted annually according to the Consumer Price Index (CPI),
will remain in effect until March 31, 1995, or for three years from the
commencement of services by the Custodian.

1.   Administration - Three levels of service are listed below. Specific
services are outlined in the proposal. Each service includes maintenance of
one demand deposit per account per portfolio. All fees will be billed monthly
and payable quarterly.

A.       Custody Service
B.       Custody, Portfolio and Fund Accounting Service
C.       Custody and Remote Service

Annual Charges
                                          B. Custody,
                                          Portfolio
Portfolio                                 and Fund          C. Custody &
Assets                     A. Custody     Accounting        Remote Service

less than $25 million      $500           $40,000           $6,000
$25 - 1OO million          $2,000         $40,000           $7,500
more than $100 million     $3,500         $40,000           $9,000

Annual Horizon Base Charge $25,000

2.   Portfolio Trades - There will be a charge for each of the following line
items processed:

State Street Bank Repos                                           $7.00
DTC or Fed Book Entry                                             $12.00
New York Physical Settlements                                     $25.00
Maturity Collections                                              $8.00
PTC Purchase, Sale, Deposit or Withdrawal                         $20.00
Internal Transfers                                                $8.00
All other trades                                                  $16.00

3.   Options - The following charges will apply per issue and per broker:

Option charge for each option written or closing contract price   $25.00
Option expiration charge                                          $15.00
Option exercised charge                                           $15.00

4.   Lending of Securities

Deliver loaned securities versus cash collateral                  $20.00
Deliver loaned securities versus securities collateral            $30.00
Receive/deliver additional cash collateral                        $6.00
Substitutions of securities collateral                            $30.00
Deliver cash collateral versus receipt of loaned securities       $15.00
Deliver securities collateral versus receipt of loaned securities $25.00
Loan administration - mark - to - market per day, per loan        $3.00

5.   Interest Rate Futures

Transactions - no security movement                               $8.00

6.   Holdings Charge

For each issue maintained - monthly charge                        $5.00

7.   Principal Reduction Payments

Per paydown                                                       $10.00

8.   Dividend Charges

For items held at the request of traders over record date
      in street form                                              $50.00

9.   Global Custody

Group l         Group 2          Group 3         Group 4        Group 5
Austria         Australia        Denmark         Indonesia      Argentina
Canada          Belgium          Finland         Korea          Brazil
Euroclear       Netherlands      France          Mexico         Chile
Germany         New Zealand      Ireland         Portugal       Greece
Hong Kong       Norway           Italy           Spain          Philippines
Japan           Singapore        Malaysia        Sweden         Turkey
                Switzerland      Thailand        Taiwan*        Venezuela
                                 United Kingdom


A.                    Net Assets (fees indicated in basis points)

                      Group l    Group 2    Group 3    Group 4    Group 5
First $50 Million     12         15         18         25         30
Next $50 Million      10         13         16         25         30
Over $100 Million     8          11         14         25         30

B.                    Transaction Charge

                      Group l    Group 2    Group 3    Group 4    Group 5
                      $30        $45        $60        $75        $125**

* Transaction fee indicated below does not include agent, depository and local
auditor's fees.

** Except Turkey, for which the transaction charge is $0.50 per security
settled with a minimum charge of $250 and a maximum charge of $7,500.

10.   Special Services - Fees for activities of a nonrecurring nature, such as
fund consolidations or reorganizations, extraordinary security shipments and
the preparation of special reports, will be subject to negotiation. Fees for
automated pricing, yield calculation and other special items will be
negotiated separately.

11.  Balance Credit - Balance credits for all funds will be applied against
the foregoing fees based on the 13 week Treasury bill bond equivalent adjusted
by the current federal reserve and FDIC insurance requirements. The rate in
effect at each prior month end will be used, adjusted to a monthly basis,
times the average collected balance in the demand deposit accounts.

12.  Out - of - Pocket Expenses - Billing for recovery of out - of - pocket
expenses will be made as of the end of each month, and will be payable
quarterly. Where a dollar amount is indicated below, the fee that may be
charged to the Fund is limited as noted. Out - of - pocket expenses include,
but are not limited to:

Wire charges ($4.75)
Telephone/Line Charges
Postage and Insurance
Courier Service
Duplicating
Legal Fees
Supplies Related to Fund Records
Rush Transfer ($8.00)
Transfer Fees
Subcustodian Charges
Audit Letter
Federal Reserve Fee for Return Check Items Over $2,500 ($4.25)
GNMA Transfer ($15.00)
PTC Deposit/Withdrawal for same-day turnaround ($50.00)
Overdrafts (Prime Rate)

13.  Demand Deposit Services - [Note: Demand Deposit Account Services are
charged for accounts other than the portfolio custody account(s).]

Account Maintenance                                               $12.00
Statements (Duplicate and Additional)                             $4.00
Check(s) Paid                                                     $0.18
Deposit Ticket Processed                                          $0.85
Deposit Item Based
     Commercial Encoded                                           varies
     Commercial Unencoded                                         $0.10
Return Deposited Item (Commercial)                                $3.00
*Redeposit of Item
     Per Deposit                                                  $1.00
     Per Item                                                     $0.50
Pay/Return Checks Against Zero, NFS or UNC Funds                  $15.00
Check Certification                                               $7.00
Stop Payment Order (Manual)                                       $15.00
Wire Transfer Out                                                 $4.75
Wire Transfer In                                                  $4.75
Photo Requests Adjustments                                        $5.00
Auditors Confirmations                                            $25.00
**FDIC                                                 $0.195/$100/year
Treasurers Checks                                                 $7.00
Money Orders                                                      $2.50
Counter Checks                                                    $1.50


* In addition to the charges for Redeposit of item, an adjustment to the daily
float calculation will be assessed.

** The rate utilized for FDIC compensation will reflect that which is charged
by the agency for the applicable period.

14.  Cash Management

Automated Wires (via Terminal) - Per log-on $2.00

Automated Wires (CPU to CPU) - Monthly Fees: Set-up (one-time charge)
Installation                                                      $2,500.00
Modems (2)                                                        $3,000.00
Encription (2)                                                    $5,200.00

Outgoing wires will be charged as noted in Demand Deposit Section

Automated Clearing House (ACH) Processing
Per Tape                                                          $15.00
Per Item                                                          $0.06

Controlled Disbursement
Monthly Funding and Reporting                                     $125.00
Per Check Paid                                                    $0.08

Balance Reporting (SSCAN)
Annual Base (Per Client)                                          $1,000.00
Per Account, Per Report                                           $50.00
     ("Report" daily, 1,000 transactions/month)
Intraday Report, per account                                      $200.00

Reconcilement Services (Partial)
Monthly Maintenance                                               $100.00
Per Item                                                          $0.06
Monthly Minimum                                                   $140.00
Full - Electronic input
Monthly Maintenance                                               $145.00
Per Item                                                          $0.06
Monthly Minimum                                                   $205.00

Additional Reconcilement Services
On-line inquiry
     3 Month Storage, Per Item                                    $0.01
     6 Month Storage, Per Item                                    $0.02
On-line Photo Request, Per Item                                   $1.00
On-line Stop Payment, Per Item                                    $6.00
Microfilm of Check, Per Item                                      $0.02
Check Redemption, Per Item                                        $0.02


IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be affixed hereunder as of the dates indicated below.

CALVERT WORLD VALUES FUND, INC.

By: /s/
         William M. Tartikoff


STATE STREET BANK AND TRUST COMPANY

By: /s/
         J. W. Fletcher






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