CALVERT WORLD VALUES FUND INC
497, 1999-05-13
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                       CALVERT WORLD VALUES FUND, INC.
                          International Equity Fund
               4550 Montgomery Avenue, Bethesda, Maryland 20814

                     Statement of Additional Information
                               January 31, 1999
                            As revised May 6, 1999

New Account Information
         (800) 368-2748
         (301) 951-4820

Shareholder Services
         (800) 368-2745

Broker Services
         (800) 368-2746
         (301) 951-4850

TDD for the Hearing- Impaired
         (800) 541-1524

         This   Statement  of   Additional   Information   ("SAI")  is  not  a
prospectus.  Investors should read the Statement of Additional  Information in
conjunction  with the Fund's  Prospectus  dated  January 31, 1999.  The Fund's
audited  financial  statements  included in its most recent  Annual  Report to
Shareholders,  are expressly  incorporated  by  reference,  and made a part of
this  SAI.  The  prospectus  and the most  recent  shareholder  report  may be
obtained  free of charge by writing  the Fund at the above  address or calling
the Fund.


TABLE OF CONTENTS

Investment Policies and Risks                                2
Investment Restrictions                                      9
Investment Selection Process                                11
Dividends, Distributions and Taxes                          11
Net Asset Value                                             12
Calculation of Total Return                                 13
Purchase and Redemption of Shares                           14
Advertising                                                 14
Directors and Officers                                      15
Investment Advisor and Subadvisor                           17
Method of Distribution                                      18
Transfer and Shareholder Servicing Agents                   20
Portfolio Transactions                                      20
Independent Accountants and Custodians                      21
Control Persons & Principal Holders of Securities           21
General Information                                         21
Appendix                                                    22

                        INVESTMENT POLICIES AND RISKS

         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.
         Under  normal  circumstances,  the  Fund  will  invest  primarily  in
equity  securities.  However,  the  Fund  may  invest  in any  other  type  of
security  including,  but not limited to,  convertible  securities,  preferred
stocks,  bonds,  notes and other  debt  securities  of  companies,  (including
Euro-currency  instruments  and  securities)  or of any  international  agency
(such as the Asian  Development Bank or  Inter-American  Development  Bank) or
obligations   of  domestic  or  foreign   governments   and  their   political
subdivisions, and in foreign currency transactions.
         Under normal  circumstances,  the Fund will invest in the  securities
of issuers in many  different  countries,  other than the USA.  The Fund makes
investments  in  various  countries.  Under  exceptional  economic  or  market
conditions,  the Fund may invest  substantially  all of its assets in only one
or two countries, or in US government obligations.
         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.

Foreign Securities
         Investments in foreign securities may present risks not typically
involved in domestic investments. The Fund may purchase foreign securities
directly, on foreign markets, or those represented by American Depositary
Receipts ("ADRs"), or other receipts evidencing ownership of foreign
securities, such as International Depositary Receipts and Global Depositary
Receipts. ADRs are US dollar-denominated and traded in the US on exchanges
or over the counter. If the Fund invests in ADRs rather than directly in
foreign issuers' stock, the Fund may possibly 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.
         Additional  costs may be incurred in  connection  with  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.
         United  States  Government  policies  have  at  times,  in the  past,
through  imposition  of interest  equalization  taxes and other  restrictions,
discouraged  certain  investments  abroad  by  United  States  investors.   In
addition,  foreign  countries  may impose  withholding  and taxes on dividends
and interest.
         Since  investments  in  securities  of issuers  domiciled  in foreign
countries usually involve currencies of the foreign  countries,  and since the
Fund may temporarily  hold funds in foreign  currencies  during the completion
of  investment  programs,  the value of the assets of the Fund as  measured in
United States  dollars may be affected  favorably or unfavorably by changes in
foreign  currency  exchange  rates  and  exchange  control  regulations.   For
example,  if the  value  of the  foreign  currency  in  which  a  security  is
denominated  increases  or  declines  in  relation  to the  value  of the U.S.
dollar,  the value of the security in U.S.  dollars  will  increase or decline
correspondingly.   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  exchange market,  or through  entering into forward  contracts
to  purchase or sell  foreign  currencies.  It may also use  foreign  currency
options and futures.  See below. A forward foreign currency  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 in the interbank  market  conducted  directly  between currency traders
(usually  large,  commercial  banks) and their  customers.  A forward  foreign
currency  contract  generally has no deposit  requirement,  and no commissions
are charged at any stage for trades.
         The Fund may enter into forward  foreign  currency  contracts for two
reasons.  First,  the Fund may desire to  preserve  the United  States  dollar
price of a security  when it enters into a contract  for the  purchase or sale
of a  security  denominated  in a  foreign  currency.  The Fund may be able to
protect  itself  against   possible  losses  resulting  from  changes  in  the
relationship  between the United States dollar and foreign  currencies  during
the period  between the date the  security is  purchased  or sold and the date
on which payment is made or received by entering  into a forward  contract for
the  purchase or sale,  for a fixed  amount of  dollars,  of the amount of the
foreign currency involved in the underlying security transactions.
         Second, when the Advisor or Subadvisor believes that the currency
of a particular foreign country may suffer a substantial decline against the
United States dollar, the Fund enters into a forward foreign currency
contract to sell, for a fixed amount of dollars, the amount of foreign
currency approximating the value of some or all of the Fund's securities
denominated in such foreign currency. The precise matching of the forward
foreign currency contract amounts and the value of the Fund's securities
involved will not generally be possible since the future value of the
securities will change as a consequence of market movements between the date
the forward contract is entered into and the date it matures. The projection
of short-term currency market movement is difficult, and the successful
execution of this short-term hedging strategy is uncertain. Although forward
foreign currency contracts tend to minimize the risk of loss due to a
decline in the value of the hedged currency, at the same time they tend to
limit any potential gain which might result should the value of such
currency increase. The Fund does not intend to enter into such forward
contracts under this circumstance on a regular or continuous basis.
         Eurocurrency  Conversion  Risk.  European  countries that are members
of the  European  Monetary  Union have agreed to use a common  currency  unit,
the "euro,"  beginning in 1999.  Currently,  each of these  countries  has its
own currency  unit.  Although  the Advisor and  Subadvisor  do not  anticipate
any problems in conversion  from the old currencies to the euro,  there may be
issues  involved  in  settlement,  valuation,  and  numerous  other areas that
could  impact  the  Fund.  Calvert  has  been  reviewing  all of its  computer
systems for  Eurocurrency  conversion  compliance.  There can be no  assurance
that there  will be no  negative  impact on the Fund,  however,  the  Advisor,
Subadvisor  and  custodian  have advised the Fund that they have been actively
working on any  necessary  changes to their  computer  systems to prepare  for
the  conversion,  and expect that their  systems,  and those of their  outside
service providers, will be adapted in time for that event.

TEMPORARY DEFENSIVE POSITIONS
         For  temporary  defensive  purposes  - which  may  include  a lack of
adequate purchase  candidates or an unfavorable  market environment - the Fund
may invest in cash or cash equivalents.  Cash equivalents  include instruments
such  as,  but  not  limited  to,  U.S.  government  and  agency  obligations,
certificates  of  deposit,  banker's  acceptances,  time  deposits  commercial
paper, short-term corporate debt securities, and repurchase agreements.

Repurchase Agreements
         The  Fund  may  purchase  debt   securities   subject  to  repurchase
agreements,  which are arrangements under which the Fund buys a security,  and
the seller  simultaneously  agrees to  repurchase  the security at a specified
time and price  reflecting  a market  rate of  interest.  The Fund  engages in
repurchase  agreements  in order to earn a higher rate of return than it could
earn  simply  by  investing  in the  obligation  which is the  subject  of the
repurchase agreement.  Repurchase  agreements are not, however,  without risk.
In the event of the  bankruptcy  of a seller  during the term of a  repurchase
agreement,  a legal  question  exists as to  whether  the Fund would be deemed
the  owner  of the  underlying  security  or would  be  deemed  only to have a
security  interest in and lien upon such  security.  The Fund will only engage
in  repurchase   agreements  with  recognized  securities  dealers  and  banks
determined to present  minimal  credit risk by the Advisor under the direction
and supervision of the Fund's Board of Directors.  In addition,  the Fund will
only engage in  repurchase  agreements  reasonably  designed  to secure  fully
during the term of the  agreement the seller's  obligation  to repurchase  the
underlying  security  and will  monitor  the  market  value of the  underlying
security  during  the term of the  agreement.  If the value of the  underlying
security  declines and is not at least equal to the  repurchase  price due the
Fund  pursuant to the  agreement,  the Fund will  require the seller to pledge
additional  securities or cash to secure the seller's  obligations pursuant to
the  agreement.  If the seller  defaults on its  obligation to repurchase  and
the value of the underlying  security declines,  the Fund may incur a loss and
may incur expenses in selling the underlying security.  Repurchase  agreements
are  always  for  periods  of less than one year.  Repurchase  agreements  not
terminable within seven days are considered illiquid.

Reverse Repurchase Agreements
         The Fund may also engage in reverse  repurchase  agreements.  Under a
reverse  repurchase  agreement,  the  Fund  sells  securities  to  a  bank  or
securities  dealer and agrees to repurchase  those  securities from such party
at an agreed upon date and price  reflecting  a market rate of  interest.  The
Fund  invests  the  proceeds  from  each  reverse   repurchase   agreement  in
obligations  in which it is  authorized  to invest.  The Fund intends to enter
into a reverse  repurchase  agreement only when the interest  income  provided
for in the  obligation  in which the Fund  invests the proceeds is expected to
exceed  the  amount the Fund will pay in  interest  to the other  party to the
agreement plus all costs associated with the  transactions.  The Fund does not
intend to borrow for  leverage  purposes.  The Fund will only be  permitted to
pledge  assets to the  extent  necessary  to  secure  borrowings  and  reverse
repurchase agreements.
         During the time a reverse  repurchase  agreement is outstanding,  the
Fund will maintain in a segregated  custodial  account an amount of cash, U.S.
Government  securities or other liquid,  high-quality debt securities equal in
value to the  repurchase  price.  The Fund will  mark to  market  the value of
assets held in the segregated  account,  and will place  additional  assets in
the account  whenever  the total  value of the account  falls below the amount
required under applicable regulations.
         The Fund's use of reverse  repurchase  agreements  involves  the risk
that the other party to the  agreements  could become subject to bankruptcy or
liquidation  proceedings during the period the agreements are outstanding.  In
such  event,  the Fund may not be able to  repurchase  the  securities  it has
sold to that other party. Under those  circumstances,  if at the expiration of
the  agreement  such  securities  are  of  greater  value  than  the  proceeds
obtained by the Fund under the  agreements,  the Fund may have been better off
had it not  entered  into the  agreement.  However,  the Fund will  enter into
reverse  repurchase  agreements  only with banks and dealers which the Advisor
believes present minimal credit risks under  guidelines  adopted by the Fund's
Board of  Directors.  In  addition,  the Fund  bears the risk that the  market
value of the securities it sold may decline below the  agreed-upon  repurchase
price,  in which  case the  dealer  may  request  the Fund to post  additional
collateral.

Non-Investment Grade Debt Securities
         Non-investment   grade  debt   securities   are  lower  quality  debt
securities  (generally  those  rated  BB or  lower  by S&P or Ba or  lower  by
Moody's,  known as "junk  bonds").  These  securities  have  moderate  to poor
protection   of  principal   and  interest   payments  and  have   speculative
characteristics.  (See  Appendix  for a  description  of the  ratings.)  These
securities  involve  greater risk of default or price  declines due to changes
in  the  issuer's  creditworthiness  than  investment-grade  debt  securities.
Because the market for  lower-rated  securities may be thinner and less active
than for  higher-rated  securities,  there may be market price  volatility for
these  securities and limited  liquidity in the resale  market.  Market prices
for  these  securities  may  decline   significantly  in  periods  of  general
economic  difficulty or rising  interest  rates.  Unrated debt  securities may
fall into the lower  quality  category.  Unrated  securities  usually  are not
attractive  to as many  buyers as rated  securities  are,  which may make them
less marketable.
         The quality  limitation set forth in the Fund's  investment policy is
determined  immediately  after the  Fund's  acquisition  of a given  security.
Accordingly,  any  later  change  in  ratings  will  not  be  considered  when
determining whether an investment complies with the Fund's investment policy.
         When  purchasing  high-yielding  securities,  rated or  unrated,  the
Advisors  prepare  their own  careful  credit  analysis to attempt to identify
those   issuers  whose   financial   condition  is  adequate  to  meet  future
obligations  or is  expected  to be  adequate  in  the  future.  Through  Fund
diversification   and  credit  analysis,   investment  risk  can  be  reduced,
although there can be no assurance that losses will not occur.

DERIVATIVES
         The Fund 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
Fund can use these practices  either as substitution or as protection  against
an adverse move in the Fund to adjust the risk and return  characteristics  of
the  Fund.  If  the  Advisor  and/or   Subadvisor   judges  market  conditions
incorrectly  or employs a strategy that does not correlate  well with a Fund's
investments,  or if the  counterparty to the  transaction  does not perform as
promised,  these  techniques  could  result in a loss.  These  techniques  may
increase the  volatility of a Fund and may involve a small  investment of cash
relative  to  the  magnitude  of  the  risk  assumed.  Derivatives  are  often
illiquid.

Options and Futures Contracts
         The Fund may,  in pursuit of its  respective  investment  objectives,
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 also  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.
         The Fund may engage in such  transactions  only to hedge the existing
positions.  It will  not  engage  in such  transactions  for the  purposes  of
speculation or leverage.  Such investment  policies and techniques may involve
a greater degree of risk than those inherent in more  conservative  investment
approaches.
         The Fund may  write  "covered  options"  on  securities  in  standard
contracts  traded on national  securities  exchanges.  The Fund may write such
options in order to receive  the  premiums  from  options  that  expire and to
seek net  gains  from  closing  purchase  transactions  with  respect  to such
options.

Put and  Call  Options.  The  Fund  may  purchase  put and  call  options,  in
standard contracts traded on national securities  exchanges,  on securities of
issuers  which meet the Fund's  social  criteria.  The Fund will purchase such
options  only to hedge  against  changes in the value of  securities  the Fund
hold and not for the purposes of  speculation  or  leverage.  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  on  securities  which they may
intend  to  purchase  and  which  meet  the  Fund's  social   criteria.   Such
transactions  may be entered into in order to limit the risk of a  substantial
increase  in the  market  price of the  security  which  the Fund  intends  to
purchase.  Prior to its  expiration,  a call  option  may be sold in a closing
sale  transaction.  Any profit or loss from such a sale will depend on whether
the  amount  received  is more or less  than  the  premium  paid  for the call
option plus the related transaction costs.

Covered  Options.  The Fund may write only covered  options on equity and debt
securities  in standard  contracts  traded on national  securities  exchanges.
This  means  that,  in the  case of  call  options,  so  long  as the  Fund is
obligated  as the writer of a call  option,  the Fund will own the  underlying
security  subject  to the option  and,  in the case of put  options,  the Fund
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,  the Fund  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,  the Fund
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 covered  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  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.
         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  the Fund  intend to
acquire  and  write  only  such  exchange-traded  options  for which an active
secondary  market  appears  to exist,  there can be no  assurance  that such a
market will exist for any particular  option contract at any particular  time.
This might  prevent  the Fund from  closing an options  position,  which could
impair the Fund's 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,  but
only when,  in the  judgment of the Advisor,  such a position  acts as a hedge
against market  changes which would  adversely  affect the securities  held by
the Fund.  These  futures  contracts  may  include,  but are not  limited  to,
market  index  futures   contracts  and  futures   contracts   based  on  U.S.
Government obligations.
         A futures  contract  is an  agreement  between two parties to buy and
sell a security  on a future  date which has the  effect of  establishing  the
current  price for the  security.  Although  futures  contracts by their terms
require  actual  delivery  and  acceptance  of  securities,  in most cases the
contracts  are closed out before the  settlement  date  without  the making or
taking of delivery of securities.  Upon buying or selling a futures  contract,
the Fund deposits  initial  margin with its custodian,  and  thereafter  daily
payments  of  maintenance  margin are made to and from the  executing  broker.
Payments of  maintenance  margin  reflect  changes in the value of the futures
contract,  with the Fund being  obligated to make such payments if its futures
position  becomes less  valuable and entitled to receive such  payments if its
positions become more valuable.
         The  Fund  may only  invest  in  futures  contracts  to  hedge  their
respective  existing  investment  positions  and not for  income  enhancement,
speculation or leverage purposes.  Although some of the securities  underlying
a 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  are  designed  by  boards  of  trade  which  are
designated  "contracts  markets" by the Commodity  Futures Trading  Commission
("CFTC").  As series of a registered  investment company, the Fund is eligible
for  exclusion  from the  CFTC's  definition  of  "commodity  pool  operator,"
meaning  that  the  Fund may  invest  in  futures  contracts  under  specified
conditions  without  registering  with the CFTC.  Futures  contracts  trade on
contracts  markets in a manner that is similar to the way a stock  trades on a
stock exchange and the boards of trade,  through their clearing  corporations,
guarantee performance of the contracts.

Options  on Futures  Contracts.  The Fund may  purchase  and write put or call
options  and sell call  options on futures  contracts  in which the Fund could
otherwise  invest and which are traded on a U.S.  exchange  or board of trade.
The Fund  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
their   respective   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 Fund against the risk of declining  prices.  The Fund may purchase
put options and sell put options on futures  contracts  that are already owned
by the Fund.  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 Fund  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  against  decline  in the  market  and the
market  later  advances,  the Fund 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 securities.
         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  intend 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 seek to close its  positions.  There  can be no  assurance  that
such a market  will  develop or exist.  Therefore,  the Fund might be required
to exercise the options to realize any profit.

Foreign Currency  Transactions.  Forward Foreign Currency Exchange  Contracts.
A forward  foreign  currency  exchange  contract  involves  an  obligation  to
purchase  or sell a  specific  currency  at a future  date,  which  may be any
fixed number of days  ("Term")  from the date of the  contract  agreed upon by
the parties,  at a price set at the time of the contract.  These contracts are
traded directly between  currency  traders  (usually large  commercial  banks)
and their customers.
         The Fund will not enter into such  forward  contracts  or  maintain a
net  exposure  in such  contracts  where it would be  obligated  to deliver an
amount  of  foreign   currency  in  excess  of  the  value  of  its  portfolio
securities  and other assets  denominated  in that  currency.  The  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  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.

LENDING FUND SECURITIES
         The  Fund may lend its  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 33 1/3% 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 the Fund must be able to terminate  such loans upon notice at
any time.  The Fund will exercise its right to terminate a securities  loan in
order to  preserve  its right to vote upon  matters  of  importance  affecting
holders of the securities.
         The  advantage  of such loans is that the Fund  continues  to receive
the  equivalent  of the interest  earned or  dividends  paid by the issuers on
the loaned  securities  while at the same time earning interest on the cash or
equivalent  collateral  which may be  invested in  accordance  with the Fund's
investment objective, policies and restrictions.
         Securities loans are usually made to broker-dealers and other
financial institutions to facilitate their delivery of such securities. As
with any extension of credit, there may be risks of delay in recovery and
possibly loss of rights in the loaned securities should the borrower of the
loaned securities fail financially. However, the Fund will make loans of its
securities only to those firms the Advisor or Subadvisor deems creditworthy
and only on terms the Advisor believes should compensate for such risk. On
termination of the loan, the borrower is obligated to return the securities
to the Fund. The Fund will recognize any gain or loss in the market value of
the securities during the loan period. The Fund may pay reasonable custodial
fees in connection with the loan.

                           INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions
         The  Fund  has   adopted   the   following   fundamental   investment
restrictions.  These  restrictions  cannot be changed  without the approval of
the holders of a majority of the outstanding shares of the Fund.

         (1) The Fund may not make any investment  inconsistent  with
         its  classification  as  a  diversified  investment  company
         under the 1940 Act.
         (2) The  Fund may not  concentrate  its  investments  in the
         securities of issuers  primarily  engaged in any  particular
         industry  (other than  securities  issued or  guaranteed  by
         the U.S.  Government  or its  agencies or  instrumentalities
         and repurchase agreements secured thereby).
         (3) The Fund  may not  issue  senior  securities  or  borrow
         money,   except  from  banks  for   temporary  or  emergency
         purposes  and then  only in an  amount  up to 33 1/3% of the
         value  of its  total  assets  or as  permitted  by  law  and
         except by engaging in reverse repurchase  agreements,  where
         allowed.  In order to secure any  permitted  borrowings  and
         reverse repurchase  agreements under this section,  the Fund
         may pledge, mortgage or hypothecate its assets.
         (4) The  Fund may not  underwrite  the  securities  of other
         issuers,  except as  allowed  by law or to the  extent  that
         the  purchase  of   obligations   in  accordance   with  its
         investment  objective  and  policies,  either  directly from
         the issuer,  or from an  underwriter  for an issuer,  may be
         deemed an underwriting.
         (5) The Fund  may not  invest  directly  in  commodities  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.
         (6) The Fund may not 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,   or  as  permitted  by  law.  The
         purchase  of all or a  portion  of an issue of  publicly  or
         privately  distributed  debt  obligations in accordance with
         the    Fund's    investment    objective,    policies    and
         restrictions, shall not constitute the making of a loan.

Nonfundamental Investment Restrictions
         The  Board of  Trustees  has  adopted  the  following  nonfundamental
investment  restrictions.  A  nonfundamental  investment  restriction  can  be
changed by the Board at any time without a shareholder vote.

         (1)  The  Fund  may  not  enter  into   reverse   repurchase
         agreements  if  the  aggregate   proceeds  from  outstanding
         reverse   repurchase   agreements,   when   added  to  other
         outstanding  borrowings  permitted  by the 1940  Act,  would
         exceed 33 1/3% of the  Fund's  total  assets.  The Fund does
         not  intend  to  make  any   purchases  of   securities   if
         borrowing exceeds 5% of total assets.
         (2) The Fund may not  invest,  in the  aggregate,  more than
         15% of its net assets in illiquid  securities.  The Fund may
         buy and  sell  securities  outside  the  U.S.  that  are not
         registered with the SEC or marketable in the US.
         (3) The Fund may not invest in  securities  of U.S.  issuers
         if more than 5% of the value of Fund's net  assets  would be
         invested  in such  securities,  excluding  Special  Equities
         and High Social Impact Investments.
         (4) The Fund may not make short sales of securities or
         purchase any securities on margin except as provided with
         respect to options, futures contracts and options on
         future contracts.
         (5) The Fund may not enter into a futures contract or an
         option on a futures contract if the aggregate initial
         margins and premiums required to establish these positions
         would exceed 5% of the Fund's net assets.
         (6) The Fund may not purchase a put or call option on a
         security (including a straddle or spread) if the value of
         that option premium, when aggregated with the premiums on
         all other options on securities held by the Fund, would
         exceed 5% of the Fund's total assets.
         (7) The Fund may not 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, and (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.
         (8) The Fund may, under normal circumstances, 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 the Fund's
         investment in that country is not disproportionate to the
         relative size of the country's market versus the Morgan
         Stanley Capital International Europe-Far East-Asia (EFEA)
         or World Index or other comparable index, and if the
         capital markets in that country are mature, and of
         sufficient liquidity and depth.
         (9) The Fund will invest at least 65% of its assets in the
         securities of issuers in no less than three countries,
         excluding the US, under normal circumstances.
         (10) The Fund 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 a developing
         country if it is not included in the Morgan Stanley
         Capital International World Index.

         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.
         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 intends to qualify as regulated  investment  companies under
Subchapter M of the Internal  Revenue  Code. If for any reason the Fund should
fail to  qualify,  it  would  be taxed  as a  corporation  at the Fund  level,
rather than passing through its income and gains to shareholders.
         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.  As of  September  30,  1998,  the  Fund  had  tax-loss
carryforwards of $0.
         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.
         The Fund is  required  to withhold  31% of any  reportable  dividends
and  long-term  capital gain  distributions  paid and 31%  reportable  of each
redemption  transaction occurring in the Balanced,  Equity and Bond Portfolios
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 Internal Revenue Code because of  underreporting  (however,  failure to
provide  certification  as to the  application of section  3406(a)(1)(C)  will
result only in backup  withholding on dividends,  not on redemptions);  or (c)
the Fund is notified by the  Internal  Revenue  Service  that the TIN provided
by the  shareholder  is  incorrect  or that there has been  underreporting  of
interest or dividends by the shareholder.  Affected  shareholders will receive
statements at least annually specifying the amount withheld.
         In addition,  the Fund is required to report to the Internal  Revenue
Service  the   following   information   with   respect  to  each   redemption
transaction  occurring  in  the  Fund:(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,   however,   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.
         Many states do not tax the portion of the Fund's  dividends  which is
derived  from  interest  on U.S.  Government  obligations.  State  law  varies
considerably  concerning  the  tax  status  of  dividends  derived  from  U.S.
Government  obligations.  Accordingly,  shareholders  should consult their tax
advisors  about the tax status of dividends  and  distributions  from the Fund
in their respective jurisdictions.
         Dividends  paid  by  the  Fund  may be  eligible  for  the  dividends
received deduction available to corporate  taxpayers.  Information  concerning
the tax status of  dividends  and  distributions  and the amount of  dividends
withheld, if any, is mailed annually to Fund shareholders.
         Investors  should  note  that they may be  required  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.

                               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 as of 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, as of 9/30/98
     Net asset value per share
     ($195,191,918/10,509,698 shares)                       $18.57
     Maximum sales charge, Class A
     (4.75% of offering price)                                0.88
     Offering price per share, Class A                      $19.45

     Class B net asset value and offering price per share
     ($879,499/47,588 shares)                               $18.48

     Class C net asset value and offering price per share
     ($8,042,559/451,123 shares)                            $17.83


                         CALCULATION OF TOTAL RETURN

         The Fund may  advertise  "total  return."  Total return is calculated
separately  for each  class.  Total  return  differs  from yield in that yield
figures  measure only the income  component of the Fund'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.
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," (or "without CDSC") which do not deduct sales charge. Total
returns for the Fund's shares for the periods indicated are as follows:

Periods Ended                  Class A
September 30, 1998           Total Return
                     With/Without Maximum Load

International Equity

One year                  -13.60%     -9.29%
Five years                  6.05%     7.09%
From date of inception      6.38%     7.21%

(July 2, 1992, for Class A)

Periods Ended                  Class B
September 30, 1998           Total Return
                         With/Without CDSC

International Equity

One year                      N/A        N/A
Five years                    N/A        N/A
From date of inception    -19.58%    -15.35%

(March 31, 1998, for Class B)

Periods Ended                  Class C
September 30, 1998           Total Return
                     With/Without CDSC

International Equity

One year                  -11.11%    -10.22%
Five years                    N/A        N/A
From date of inception      3.39%      3.39%

(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.
         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.  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 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.
         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.
         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.

                                 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 its  holdings or give  examples or  securities  that
may have been considered for inclusion in the Fund, 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 holdings to other
investments,  whether or not issued or regulated by the  securities  industry,
including,  but not limited to,  certificates  of deposit and Treasury  notes.
The  Fund,  its  Advisor,  and its  affiliates  reserve  the  right to  update
performance rankings as new rankings become available.
         Calvert Group is the leading  family of socially  responsible  mutual
funds,  both in  terms  of  socially  responsible  mutual  fund  assets  under
management,   and  number  of  socially  responsible  mutual  fund  portfolios
offered (source:  Social Investment Forum,  December 31, 1998).  Calvert Group
was also the  first to offer a family  of  socially  responsible  mutual  fund
portfolios.

                            DIRECTORS AND OFFICERS

      The Fund's  Board of  Directors  supervises  the Fund's  activities  and
reviews its contracts with companies that provide it with services.
         JOHN  G.  GUFFEY,  JR.,  Director.   Mr.  Guffey  is  Executive  Vice
President of Calvert Social  Investment  Fund. He is on the Board of Directors
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,  a director of Ariel Funds,  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  Variable Series,
Inc. and Calvert New World Fund, Inc.
        Mr.  Guffey  has  been  advised  that  the   Securities  and  Exchange
Commission  ("SEC")  has entered an order  against him  relating to his former
service as a director of  Community  Bankers  Mutual Fund,  Inc.  This fund is
not  connected  with  any  Calvert  Fund  or  the  Calvert  Group  and  ceased
operations  in  September,  1994.  Mr.  Guffey  consented  to the entry of the
order  without  admitting  or denying  the  findings  in the order.  The order
contains  findings (1) that the Community  Bankers  Mutual  Fund's  prospectus
and statement of additional  information  were materially false and misleading
because  they  misstated  or failed to state  material  facts  concerning  the
pricing of fund  shares  and the  percentage  of  illiquid  securities  in the
fund's  portfolio  and  that Mr.  Guffey,  as a member  of the  fund's  board,
should  have  known  of  these   misstatements  and  therefore   violated  the
Securities  Act of 1933;  (2) that the price of the fund's  shares sold to the
public  was not  based  on the  current  net  asset  value of the  shares,  in
violation  of the  Investment  Company  Act of 1940 (the  "Investment  Company
Act");  and (3) that the board of the fund,  including  Mr.  Guffey,  violated
the  Investment  Company Act by  directing  the filing of a  materially  false
registration  statement.  The order  directed  Mr.  Guffey to cease and desist
from  committing or causing  future  violations  and to pay a civil penalty of
$5,000.  The SEC placed no restrictions  on Mr.  Guffey's  continuing to serve
as a Trustee  or  Director  of mutual  funds.  DOB:  05/15/48.  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., and a  trustee/director  of
each of the  investment  companies in the Calvert  Group of Funds,  as well as
Senior Vice President of Calvert Social  Investment  Fund. Ms.  Krumsiek is on
the Board of Directors of the Calvert Social Investment  Foundation.  Prior to
joining  Calvert  Group,  Ms.  Krumsiek  served  as  a  Managing  Director  of
Alliance Fund Distributors, Inc. DOB: 08/09/52.
         TERRENCE  J.  MOLLNER,  Ed.D.,  Director.  Dr.  Mollner  is  Founder,
Chairperson,   and  President  of  Trusteeship  Institute,   Inc.,  a  diverse
foundation known  principally for its consultation to corporations  converting
to  cooperative  employee-ownership.  He is also a director  of Calvert  World
Values  Fund,  Inc.  He  served as a Trustee  of the  Cooperative  Fund of New
England,  Inc.,  and is now a member of its Board of  Advisors.  In  addition,
Dr.  Mollner  is a  founder  and  member  of  the  Board  of  Trustees  of the
Foundation for  Soviet-American  Economic  Cooperation  and is on the Board of
Directors of the Calvert Social Investment Foundation.
         On October 8,  1998,  Mr.  Mollner  declared  and filed for  personal
bankruptcy  protection  under Chapter 7 of the Federal  Bankruptcy  Code.  The
cause  of  Mr.  Mollner's  financial  difficulties  was  losses  sustained  in
trading  in the  options  and  futures  market.  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  Variable  Series,  Inc.  and Calvert  New World Fund,  Inc. He is the
President of Calvert Social  Investment Fund. Mr. Silby is Executive  Chairman
of Group  Serve,  Inc.,  an internet  company  focused on  community  building
collaborative  tools,  and an  officer,  director  and  shareholder  of Silby,
Guffey & Company,  Inc.,  which  serves as general  partner of Calvert  Social
Venture  Partners  ("CSVP").  CSVP is a  venture  capital  firm  investing  in
socially  responsible small companies.  He is also a Director of Acacia Mutual
Life  Insurance   Company  and  Chairman  of  the  Calvert  Social  Investment
Foundation.  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:  Glen  Innerleithen,  Boraers,
Scotland EH446PX.
         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 a director
and Senior Vice  President of Calvert  Group,  Ltd., and Senior Vice President
and Chief  Investment  Officer of Calvert Asset Management  Company,  Inc. Mr.
Martini is also a director and President of  Calvert-Sloan  Advisers,  L.L.C.,
and a director and officer of Calvert New World Fund, 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 also
Vice President and Secretary of  Calvert-Sloan  Advisers,  L.L.C.,  a director
of Calvert  Distributors,  Inc.,  and is an officer  of Acacia  National  Life
Insurance Company. DOB: 08/12/47.
         DANIEL K. HAYES,  Vice  President.  Mr.  Hayes is Vice  President  of
Calvert  Asset  Management  Company,  Inc.,  and is an  officer of each of the
other investment  companies in the Calvert Group of Funds,  except for Calvert
New World Fund, Inc. DOB: 09/09/50.
         RONALD M.  WOLFSHEIMER,  CPA,  Treasurer.  Mr.  Wolfsheimer is Senior
Vice  President and Chief  Financial  Officer of Calvert  Group,  Ltd. and its
subsidiaries and an officer of each of the other  investment  companies in the
Calvert Group of Funds.  Mr.  Wolfsheimer  is Vice  President and Treasurer of
Calvert-Sloan Advisers,  L.L.C., and a director of Calvert Distributors,  Inc.
DOB: 07/24/47.
         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.
         IVY WAFFORD DUKE, Esq.,  Assistant  Secretary.  Ms. Duke 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 and  Secretary and
provides  counsel  to the  Calvert  Social  Investment  Foundation.  Prior  to
working  at  Calvert  Group,  Ms.  Duke  was an  Associate  in the  Investment
Management  Group of the Business and Finance  Department at Drinker  Biddle &
Reath. DOB: 09/07/68.

         The address of 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.  Messrs.  Guffey,  Silby, Mollner, and Ms. Krumsiek also serve on
the Calvert Social Investment Foundation Board.
         During  fiscal 1998,  Directors of the Fund not  affiliated  with the
Fund's Advisor were paid aggregate fees and expenses of $54,541.
         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.
Trustee Compensation Table

Fiscal Year 1998      Aggregate         Pension or     Total Compensation
                      Compensation      Retirement     from Benefits
(unaudited numbers)   from Registrant   Accrued as     Registrant and Fund
                      for Service       part of        Complex paid to
                      as Director       of Registrant  Director**
                                        Expenses*

Name of Director

John G. Guffey, Jr.   $8,000            $0             $54,715
Terrence J. Mollner   $9,907            $0             $44,731
Rustum Roy            $9,000            $0             $10,300
D. Wayne Silby        $8,000            $0             $60,831
Tessa Tennant         $8,000            $8,000         $8,000
Muhammad Yunus        $13,000           $13,000        $13,000

*Ms.  Tennant  has  chosen to defer a portion of her  compensation.  Her total
deferred  compensation,  including  dividends  and capital  appreciation,  was
$24,183.39,  as of September  30,  1998.  Mr. Yunus has also chosen to defer a
portion  of his  compensation.  His  total  deferred  compensation,  including
dividends and capital appreciation, was $46,699.39, as of September 30, 1998.
**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").  Effective  January 1, 1999,
Acacia merged with and became a subsidiary of Ameritas  Acacia Mutual  Holding
Company.  Under the Advisory 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.  The  Advisor  provides  the Funds
with  investment  supervision  and  management,  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  the  Advisor  or  its
affiliates.  The Fund pays all other  administrative  and operating  expenses,
including:  custodial,  registrar,  dividend  disbursing  and transfer  agency
fees;  administrative service fees; federal and state securities  registration
fees;  salaries,  fees  and  expenses  of  trustees,  executive  officers  and
employees  of the  Fund,  who  are  not  employees  of the  Advisor  or of its
affiliates;  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.
         For its services,  the Advisor  receives an annual fee of .75% of the
Fund's  average daily net assets up to $250  million,  0.725% of the next $250
million,  and  0.675% on assets in excess of $500  million.  The  Advisor  may
voluntarily defer its fees or assume expenses of the Fund.

Subadvisor
         Murray Johnstone  International,  Ltd., is controlled by United Asset
Management  Company.  For its services to International  Equity, it receives a
subadvisory  fee,  paid by the Advisor,  of 0.45% of the assets it manages for
International  Equity.  Murray  Johnstone  also  receives a 0.05% fee, paid by
CAMCO (not the Fund) for its assistance with the distribution of the Fund.

         The Fund has  received an  exemptive  order from the  Securities  and
Exchange  Commission  to permit  the Fund and the  Advisor  to enter  into and
materially  amend the Investment  Subadvisory  Agreement  without  shareholder
approval.  If approved then within 90 days of the hiring of any  Subadvisor or
the   implementation  of  any  proposed  material  change  in  the  Investment
Subadvisory  Agreement,  the Fund will  furnish its  shareholders  information
about the new  Subadvisor or Investment  Subadvisory  Agreement  that would be
included in a proxy  statement.  Such  information  will include any change in
such  disclosure  caused by the addition of a new  Subadvisor  or any proposed
material  change in the  Investment  Subadvisory  Agreement  of the Fund.  The
Fund will meet this  condition  by providing  shareholders,  within 90 days of
the hiring of the Subadvisor or  implementation  of any material change to the
terms of an Investment  Subadvisory  Agreement,  with an information statement
to this effect.
         The  advisory  fees paid to the  Advisor  by the Fund for the  fiscal
years ended September 30, 1996,  1997, and 1998 were  $1,971,329,  $2,134,708,
and $2,338,864, respectively.

         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.  For providing such services,
CASC  receives an annual  administrative  service  fee  payable  monthly (as a
percentage  of net  assets) as follows  (with a minimum  annual fee of $40,000
across all classes):

                                       Class A, B, and C      Class I
         International Equity               0.35%             0.15%

         For fiscal  years 1996,  1997,  and 1998,  International  Equity paid
$197,133,  $213,471,  and $233,886,  respectively,  to CASC in  administrative
fees.  For those Funds with  multiple  classes,  investment  advisory fees are
allocated as a  Portfolio-level  expense  based on net assets.  Administrative
Service fees are allocated as a class-level expense, based on net assets.

                            METHOD OF DISTRIBUTION

         Calvert Distributors, Inc. ("CDI") is the principal underwriter and
distributor for the Fund. Under the terms of its underwriting agreement with
the Funds, CDI markets and distributes the Fund's shares and is responsible
for preparing advertising and sales literature, and printing and mailing
prospectuses to prospective investors.
         Pursuant to Rule 12b-1 under the Investment Company Act of 1940,
the Fund has adopted Distribution Plans (the "Plans") which permit the Fund
to pay certain expenses associated with the distribution and servicing of
its shares. Such expenses for Class A shares may not exceed, on an annual
basis, 0.35% of the Fund's respective average daily net assets. Expenses
under the Fund's Class B and Class C Plans may not exceed, on an annual
basis, 1.00% of the Fund's Class B and Class C average daily net assets,
respectively.
         The Class A Distribution Plans reimburses CDI only for expenses it
incurs, while the Class B and C Distribution Plans compensate CDI at a set
rate regardless of CDI's expenses.
         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
affected  class  of  the  Fund.  If  the  Fund  should  ever  switch  to a new
principal  underwriter  without terminating the Class B Plan, the fee would be
prorated  between  CDI and the new  principal  underwriter.  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.
         CDI,  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,  pursuant  to  the  Distribution  Plans,  a  distribution  fee  and a
service  fee from the Fund  based on the  average  daily net assets of each of
the Fund's  respective  Classes.  These fees are paid  pursuant  to the Fund's
Distribution   Plan.   The   Distribution   Plan   Expenses   (includes   both
distribution  fees and  services  fees) paid by the Fund (all  classes) to CDI
for the fiscal year ended September 30, 1998, was $652,432.

         Of  the  distribution   expenses  paid  by  Class  A  Shares  of  the
International   Equity  Fund  in  fiscal  year  1998,  $453,021  was  used  to
compensate  dealers  for  their  share  distribution   promotional   services.
$109,123  was used for the  printing  and  mailing of  prospectuses  and sales
materials to investors  (other than current  shareholders),  and the remainder
partially financed advertising.
         Of  the  distribution   expenses  paid  by  Class  B  Shares  of  the
International  Equity Fund in fiscal year 1998,  $2,016 was used for financing
advertising.
         Of  the  distribution   expenses  paid  by  Class  C  Shares  of  the
International   Equity  Fund  in  fiscal  year  1998,  $16,318  was  used  for
financing advertising.

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

                                    As a % of   As a % of    Allowed to
Amount of                           offering    net amount   Brokers as a %
Investment                          price       invested     of 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%        0.00%

         CDI  receives any  front-end  sales charge or CDSC paid. A portion of
the front-end sales charge may be reallowed to dealers.  The aggregate  amount
of sales charges (gross  underwriting  commissions)  and for Class A only, the
net amount  retained by CDI (i.e.,  not  reallowed  to dealers) for the last 3
fiscal years are:

Fiscal Year              1996
                  Gross        Net
Class A           $525,242     $157,897
Class B                  N/A
Class C                  N/A


Fiscal Year              1997
                  Gross        Net
Class A           $448,027     $141,844
Class B                  N/A
Class C                  N/A

Fiscal Year              1998
                  Gross        Net
Class A           $384,307     $126,829
Class B                  $143
Class C                  $0


         Fund Directors and certain other  affiliated  persons of the Fund are
exempt  from the sales  charge  since the  distribution  costs are  minimal to
persons already familiar with the Fund.  Other groups (e.g.,  group retirement
plans) are exempt due to  economies  of scale in  distribution.  See Exhibit A
to the Prospectus.

                  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 fee based on number of the shareholder accounts and transactions.

                            PORTFOLIO TRANSACTIONS

         Fund  transactions are undertaken on the basis of their  desirability
from an  investment  standpoint.  The  Fund's  Advisor  and  Subadvisors  make
investment  decisions  and  the  choice  of  brokers  and  dealers  under  the
direction and supervision of the Fund's Board of Directors.
         Broker-dealers  who  execute  transactions  on behalf of the Fund are
selected on the basis of their  execution  capability  and  trading  expertise
considering,   among  other  factors,   the  overall   reasonableness  of  the
brokerage  commissions,  current  market  conditions,  size and  timing of the
order, difficulty of execution, per share price, etc.

         For the last three fiscal years,  total  brokerage  commissions  paid
are as follows:

                               1996            1997         1998
         International Equity  $1,155,171      $749,050     $947,291

         The  Fund  did  not  pay  any  brokerage  commissions  to  affiliated
persons during the last three fiscal years.
         While the Fund's Advisor and  Subadvisor(s)  select brokers primarily
on the basis of best  execution,  in some cases  they may direct  transactions
to  brokers   based  on  the   quality   and  amount  of  the   research   and
research-related  services which the brokers  provide to them.  These services
are of the type described in Section 28(e) of the  Securities  Exchange Act of
1934 and may include  analyses  of the  business  or  prospects  of a company,
industry or economic sector, or statistical and pricing  services.  Other such
services  are  designed  primarily  to assist the  Advisor in  monitoring  the
investment  activities  of  the  Subadvisor(s)  of  the  Fund.  Such  services
include  portfolio  attribution  systems,  return-based  style  analysis,  and
trade-execution analysis.
         If, in the  judgment  of the  Advisor or  Subadvisor(s),  the Fund or
other  accounts  managed by them will be  benefited by  supplemental  research
services,  they  are  authorized  to pay  brokerage  commissions  to a  broker
furnishing  such  services  which are in excess of  commissions  which another
broker may have charged for effecting  the same  transaction.  These  research
services   include  advice,   either  directly  or  through   publications  or
writings,  as to the value of securities,  the  advisability  of investing in,
purchasing  or selling  securities,  and the  availability  of  securities  or
purchasers  or sellers of  securities;  furnishing  of  analyses  and  reports
concerning  issuers,  securities  or  industries;   providing  information  on
economic  factors and trends;  assisting in  determining  portfolio  strategy;
providing  computer software used in security  analyses;  providing  portfolio
performance  evaluation and technical  market  analyses;  and providing  other
services  relevant  to  the  investment  decision  making  process.  It is the
policy  of the  Advisor  that  such  research  services  will be used  for the
benefit  of the  Fund  as  well as  other  Calvert  Group  funds  and  managed
accounts.
         For the fiscal year ended  September 30, 1998, the Fund,  through its
Advisor and/or  Subadvisor,  directed  brokerage for research  services in the
following amounts:
                                 Amount of         Related
                                 Transactions      Commissions

         International Equity    $329,632,496      $947,291

                    INDEPENDENT ACCOUNTANTS AND CUSTODIANS

         PricewaterhouseCoopers   LLP  has  been  selected  by  the  Board  of
Directors  to serve as  independent  auditors  for  fiscal  year  1999.  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.

             CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

         As of  January  19,  1999,  no  shareholders  owned 5% or more of the
outstanding voting securities of any class of the Fund.

                             GENERAL INFORMATION

         The Fund is an open-end  diversified  management  investment company,
organized as a Maryland  Corporation  on February  14, 1992.  Prior to January
31, 1997, the Fund was known as the Global Equity Fund.
         Each  share  represents  an equal  proportionate  interest  with each
other share and is entitled to such  dividends  and  distributions  out of the
income  belonging  to such class as  declared  by the Board.  The Fund  offers
four  separate  classes  of  shares:  Class A,  Class B, Class C, and Class I.
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 is not required to hold annual shareholder meetings, but
special meetings may be called for certain purposes such as electing
Directors, changing fundamental policies, or approving a management
contract. As a shareholder, you receive one vote for each share you own,
except that matters affecting classes differently, such as Distribution
Plans, will be voted on separately by the affected class(es).

                                   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

                                                     
Name of Investor(s)


By                                                   
     Authorized Signer

                                                     
Address

                                                     
Date

                                                     
Signature of Investor(s)

                                                     
Date

                                                     
Signature of Investor(s)

                                                     
Date


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

SHAREHOLDER SERVICE
Calvert Shareholder Services, Inc.
4550 Montgomery Avenue
Suite 1000N
Bethesda, Maryland 20814

TRANSFER AGENT
National Financial Data Services, Inc.
1004 Baltimore
6th Floor
Kansas City, Missouri 64105

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

INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP
250 West Pratt Street
Baltimore, Maryland 21201





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