cifn-14a

0001121624-10-000026.txt : 20160922 0001121624-10-000026.hdr.sgml : 20160922 20100916163321 ACCESSION NUMBER: 0001121624-10-000026 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100916 DATE AS OF CHANGE: 20101013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALVERT IMPACT FUND INC CENTRAL INDEX KEY: 0001121624 IRS NUMBER: 000000000 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-169082 FILM NUMBER: 101076286 BUSINESS ADDRESS: STREET 1: 4550 MONTGOMERY AVENUE STREET 2: SUITE 1000N CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 3019514881 MAIL ADDRESS: STREET 1: 4550 MONTGOMERY AVENUE STREET 2: SUITE 1000N CITY: BETHESDA STATE: MD ZIP: 20814

CENTRAL INDEX KEY: 0001121624

S000008714 Small Cap Value Fund

C000023744 Class B

CENTRAL INDEX KEY: 0000701039

S000005149 Calvert New Vision Small Cap Fund

C000014099 Class A CNVAX

CENTRAL INDEX KEY: 0001121624

S000008714 Small Cap Value Fund

C000023745 Class A CCVAX

CENTRAL INDEX KEY: 0000701039

S000005149 Calvert New Vision Small Cap Fund

C000014100 Class B CNVBX

CENTRAL INDEX KEY: 0001121624

S000008714 Small Cap Value Fund

C000023746 Class C CSCCX

CENTRAL INDEX KEY: 0000701039

S000005149 Calvert New Vision Small Cap Fund

C000014101 Class C CNVCX

CENTRAL INDEX KEY: 0001121624

S000008714 Small Cap Value Fund

C000023747 Class I CSVIX

CENTRAL INDEX KEY: 0000701039

S000005149 Calvert New Vision Small Cap Fund

C000014102 Class I CVSMX

N-14/A 1 cifn-14afiled091610.htm CALVERT IMPACT FUND N-14/A cifn-14a

1933 Act Registration No. 333-169082

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[ X ] PRE-EFFECTIVE AMENDMENT NO. 2

[ ] POST-EFFECTIVE AMENDMENT NO. ___

Name of Registrant:
CALVERT IMPACT FUND
(Calvert Small Cap Fund)

Address of Principal Executive Offices:
4550 Montgomery Avenue, Suite 1000N
Bethesda, MD 20814

Registrant's Telephone Number:
800-368-2745

Name and Address of Agent for Service:
William M. Tartikoff, Esq.
Calvert Group, Ltd.
4550 Montgomery Ave. Suite 1000N
Bethesda, MD 20814

Approximate Date of Proposed Public Offering:
October 29, 2010

No filing fee is due for Registrant because of reliance on Section 24(f) of the Investment Company Act of 1940.

The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

<PAGE>

Calvert Impact Fund, Inc.

PART C. OTHER INFORMATION

Item 15. Indemnification

Registrant's By-Laws, Item 23(b) of this Registration Statement, provides, in summary, that officers and trustees/directors shall be indemnified by Registrant against liabilities and expenses incurred by such persons in connection with actions, suits, or proceedings arising out of their offices or duties of employment, except that no indemnification can be made to such a person if he has been adjudged liable of willful misfeasance, bad faith, gross negligence, or reckless disregard of his duties. In the absence of such an adjudication, the determination of eligibility for indemnification shall be made by independent counsel in a written opinion or by the vote of a majority of a quorum of trustees/directors who are neither "interested persons" of Registrant, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940, nor parties to the proceeding.

Registrant may purchase and maintain liability insurance on behalf of any officer, trustee, director, employee or agent against any liabilities arising from such status. In this regard, Registrant will maintain a Trustees/Directors & Officers (Partners) Liability Insurance Policy with Chubb Group of Insurance Companies, 15 Mountain View Road, Warren, New Jersey 07061, providing Registrant with $10 million in trustees/directors and officers liability coverage, plus $5 million in excess trustees/directors and officers liability coverage for the independent trustees/directors only. Registrant also maintains a $13 million Investment Company Blanket Bond issued by ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont, 05402. The Fund maintains joint coverage with the other Calvert Group Funds, and for the liability coverage, with the Advisor and its affiliated companies ("Calvert operating companies.") The premium and the coverage are allocated based on a method approved by the disinterested Fund trustees/directors.

Item 16. Exhibits

1	Articles of Incorporation incorporated by reference to Registrant's Pre-Effective Amendment No. 3, November 1, 2000, accession number 0001121624-00-000017

2	By-laws incorporated by reference to Registrant's Pre-Effective Amendment No. 3, November 1, 2000, accession number 0001121624-00-000017.

3	Inapplicable.

4	Agreement and Plan of Reorganization, filed herewith as Exhibit A to the Form N-14, filed herewith.

5	Instruments defining the rights of security holders, incorporated by reference to Exhibits 1 and 2.

6	Investment Advisory Agreement with Calvert Asset Management Company, Inc. incorporated by reference to Registrant's Pre-Effective Amendment No. 3, November 1, 2000, accession number 0001121624-00-000017. Addendum to Investment Advisory Agreement (expense limitations) with Calvert Asset Management incorporated by reference to Registrant's Pre-Effective Amendment No. 9, January 31, 2007, accession number 0001121624-07-000001. Addendum to Schedule A to Investment Advisory Agreement (Global Alternative Energy Fund) with Calvert Asset Management Company, Inc. incorporated by reference to Registrant's Post-Effective Amendment No. 10, May 30, 2007, accession number 0001121624-07-000013. Addendum to Schedule A to Investment Advisory Agreement with Calvert Asset Management Company, Inc. incorporated by reference to Registrant's Post-Effective Amendment No. 13, September 15, 2008, accession number 0001121624-08-000016.

7	Underwriting Agreement with Calvert Distributors, Inc. incorporated by reference to Registrant's Post-Effective Amendment No. 8, January 30, 2006, accession number 0001121624-06-000002. Amended Schedules I, II, III to Underwriting Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 8, January 30, 2006, accession number 0001121624-06-000002. Amended Schedules I, II, III to Underwriting Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 10, February 9, 2007, accession number 0001121624-07-000004. Amended Schedules II and III to Underwriting Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 13, September 15, 2008, accession number 0001121624-08-000016. Amended Schedules II and III to Underwriting Agreement, incorporated by reference to Registrant's Post-Effective Amendment No. 15, October 31, 2008, accession number 0001121624-08-000021.

8	Directors' Deferred Compensation Agreement incorporated by reference to Registrant's Pre-Effective Amendment No. 3, November 1, 2000, accession number 0001121624-00-000017.

9	Custodial Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 4, February 26, 2001, accession number 0001121624-01-000027. Amended Schedule to Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 5, June 9, 2004, accession number 0001121624-04-000012. Amended Schedule to Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 10, February 9, 2007, accession number 0001121624-07-000004. Amended Schedule to Custodial Contract incorporated by reference to Registrant's Post-Effective Amendment No. 13, September 15, 2008, accession number 0001121624-08-000016.

10	Plan of distribution, Class A, B, and C incorporated by reference to Registrant's Pre-Effective Amendment No. 3, November 1, 2000, accession number 0001121624-00-000017. Amended Schedule to Plan of Distribution incorporated by reference to Registrant's Post-Effective Amendment No. 8, January 30, 2006, accession number 0001121624-06-000002. Amended Schedules to Plans of Distribution incorporated by reference to Registrant's Post-Effective Amendment No. 10, February 9, 2007, accession number 0001121624-07-000004. Amended Schedules to Plans of Distribution incorporated by reference to Registrant's Post-Effective Amendment No. 13, September 15, 2008, accession number 0001121624-08-000016.

11	Opinion of Counsel, filed herewith.

12	Opinion and Consent of Counsel on Tax Matters, filed herewith.

13	Amended Master Transfer Agency and Service Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 10, May 30, 2007, accession number 0001121624-07-000013. Amended Schedule A to Transfer Agency and Service Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 10, May 30, 2007, accession number 0001121624-07-000013. Amended Schedule A to Master Transfer Agency Agreement incorporated by reference to Registrant's Post-Effective Amendment No. 13, September 15, 2008, accession number 0001121624-08-000016.

14	Consent of Independent Auditors to Calvert Impact Fund, Inc., filed herewith.

15	Inapplicable.

16	Form N-14 Power of Attorney Forms, filed herewith.

17	Form of Proxy Card for Calvert Impact Fund, Inc., incorporated by reference to Registrant's initial N-14 filing dated August 27, 2010, accession number 0001121624-10-000023.

Item 17. Undertakings

(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act [17 CFR 230.145c], the reoffering prospectus will contain the information called for by the applicable registration form for the reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) will be filed as a part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, duly authorized,, in the City of Bethesda, and State of Maryland on the 16^th day of September, 2010.

CALVERT IMPACT FUND, INC.

By:

___________**_________________

Barbara Krumsiek
Senior Vice President and Director

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on the 16^th day of September 2010 by the following persons in the capacities indicated.

Signature	Title

__________**____________ D. WAYNE SILBY	PRESIDENT AND DIRECTOR

__________**____________ JOHN G. GUFFEY, JR.	DIRECTOR

__________**____________ BARBARA J. KRUMSIEK	SENIOR VICE PRESIDENT AND DIRECTOR

__________**____________ RONALD M. WOLFSHEIMER	TREASURER (PRINCIPAL ACCOUNTING OFFICER)

__________**____________ REBECCA L. ADAMSON	DIRECTOR

__________**____________ RICHARD L. BAIRD, JR.	DIRECTOR

__________**____________ MILES DOUGLAS HARPER, III	DIRECTOR

__________**_____________ JOY V. JONES	DIRECTOR

__________**____________ TERRENCE J. MOLLNER	DIRECTOR

__________**____________ SYDNEY MORRIS	DIRECTOR

**By: /s/ Ivy Wafford Duke
Ivy Wafford Duke

Executed by Ivy Wafford Duke, Attorney-in-fact on behalf of those indicated, pursuant to Powers of Attorney Forms dated July 29, 2010, filed herewith.

EX-99.11 OPIN COUNSL 2 cifn-14legalopinion0910.htm CIF Legal Opinion Letter

Sullivan & Worcester LLP
1666 K Street, NW
Washington, DC 20006

T 202 775 1200
F 202 293 2275
www.sandw.com

September 14, 2010

Calvert Impact Fund, Inc.
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814

Ladies and Gentlemen:

We have been requested by Calvert Impact Fund, Inc., a Maryland corporation with shares of common stock, par value $0.01 per share (the "Company"), established under Articles of Incorporation dated August 25, 2000, as amended (the "Articles"), for our opinion with respect to certain matters relating to the Calvert Small Cap Value Fund (to be renamed the Calvert Small Cap Fund) (the "Acquiring Fund"), a series of the Company. We understand that the Company will be filing an amendment to its Registration Statement on Form N-14 (File No. 333-169082) for the purpose of registering shares of the Company ("Acquiring Fund Shares") under the Securities Act of 1933, as amended (the "1933 Act"), in connection with the proposed acquisition by the Acquiring Fund of all of the assets of the Calvert New Vision Small Cap Fund (the "Target Fund"), a series of The Calvert Fund, in exchange solely for Acquiring Fund Shares and the assumption by the Acquiring Fund of all of the known liabilities of the Acquired Fund pursuant to an Agreement and Plan of Reorganization, the form of which is included in the Form N-14 Registration Statement (the "Plan").

We have, as special counsel to the Company, participated in various business and other proceedings relating to the Company. We have examined copies, either certified or otherwise proved to be genuine to our satisfaction, of the Company's Articles and By-Laws, as amended and other documents relating to its organization, operation, and proposed operation, including the Plan, and we have made such other investigations as, in our judgment, are necessary or appropriate to enable us to render the opinions expressed below.

We are admitted to the Bar of the District of Columbia and generally do not purport to be familiar with the laws of the State of Maryland. To the extent that the conclusions based on the laws of the State of Maryland are involved in the opinions set forth herein below, we have relied, in rendering such opinions, upon our examination of the Maryland General Corporation Law, as amended, and our knowledge of analogous provisions of District of Columbia law.

Based upon the foregoing, and assuming the approval by shareholders of the Target Fund of certain matters scheduled for their consideration at a meeting presently anticipated to be held on November 15, 2010, it is our opinion that the Acquiring Fund Shares currently being registered, when issued in accordance with the Plan and the Company's Articles and By-Laws, will be legally issued, fully paid and non-assessable by the Company, subject to compliance with the 1933 Act, the Investment Company Act of 1940, as amended, and applicable state laws regulating the offer and sale of securities.

We hereby consent to the filing of this opinion with and as a part of the Company's Registration Statement on Form N-14. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP

EX-99.12 TAX OPINION 3 cifn-14taxopinion0910.htm tax opinion

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109

T 617 338 2800
F 617 338 2880
www.sandw.com

September 16, 2010

Calvert New Vision Small Cap Fund
The Calvert Fund
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814

Calvert Small Cap Value Fund
(to be renamed Calvert Small Cap Fund)
Calvert Impact Fund, Inc.
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814

Re:	Reorganization of Calvert New Vision Small Cap Fund, a series of The Calvert Fund, into Calvert Small Cap Value Fund, a series of Calvert Impact Fund, Inc.

Ladies and Gentlemen:

You have asked for our opinion as to certain Federal income tax consequences of the transaction described below.

Parties to the Transaction

Calvert New Vision Small Cap Fund ("Target Fund") is a series of The Calvert Fund, a Massachusetts business trust.

Calvert Small Cap Value Fund (to be renamed Calvert Small Cap Fund) ("Acquiring Fund") is a series of Calvert Impact Fund, Inc., a Maryland corporation.

Description of Proposed Transaction

In the proposed transaction (the "Reorganization"), Acquiring Fund will acquire all of the assets of Target Fund in exchange for shares of Acquiring Fund of equivalent value and the assumption of the identified liabilities of Target Fund. Target Fund will then liquidate and distribute all of the Acquiring Fund shares which it holds to its shareholders pro rata in proportion to their shareholdings in Target Fund, in complete redemption of all outstanding shares of Target Fund, and promptly thereafter will proceed to dissolve.

Scope of Review and Assumptions

In rendering our opinion, we have reviewed and relied upon the Agreement and Plan of Reorganization between Calvert Impact Fund, Inc. with respect to Acquiring Fund and The Calvert Fund with respect to Target Fund (the "Reorganization Agreement") dated as of July 30, 2010, which is enclosed as Exhibit A in proxy materials to be dated on or about September 30, 2010 and submitted to the Securities and Exchange Commission on or about September 16, 2010, which describes the proposed transaction, and on the information provided in such proxy materials. We have relied, without independent verification, upon the factual statements made therein, and assume that there will be no change in material facts disclosed therein between the date of this opinion and the closing of the Reorganization. We further assume that the transaction will be carried out in accordance with the Reorganization Agreement.

Representations

Written representations, copies of which are attached hereto, have been made to us by the appropriate officers of Target Fund and Acquiring Fund, and we have without independent verification relied upon such representations in rendering our opinions.

Opinions

Based on and subject to the foregoing, and our examination of the legal authority we have deemed to be relevant, we have the following opinions:

1. The transfer of all of the assets of Target Fund in exchange for shares of Acquiring Fund and assumption by Acquiring Fund of the identified liabilities of Target Fund followed by the distribution of said Acquiring Fund shares pro rata to the shareholders of Target Fund in liquidation of Target Fund will constitute a "reorganization" within the meaning of Section 368(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code"), and Acquiring Fund and Target Fund will each be "a party to a reorganization" within the meaning of Section 368(b) of the Code.

2. No gain or loss will be recognized by Acquiring Fund upon the receipt of the assets of Target Fund solely in exchange for Acquiring Fund shares and the assumption by Acquiring Fund of the identified liabilities of Target Fund.

3. No gain or loss will be recognized by Target Fund upon the transfer of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the assumption by Acquiring Fund of the identified liabilities of Target Fund, or upon the distribution (whether actual or constructive) of such Acquiring Fund shares to the shareholders of Target Fund in exchange for their Target Fund shares.

4. The shareholders of Target Fund will recognize no gain or loss upon the exchange of their Target Fund shares for Acquiring Fund shares in liquidation of Target Fund.

5. The aggregate tax basis of the Acquiring Fund shares received by each shareholder of Target Fund pursuant to the Reorganization will be the same as the aggregate tax basis of the Target Fund shares held by such shareholder immediately prior to the Reorganization, and the holding period of the Acquiring Fund shares to be received by each shareholder of Target Fund will include the period during which the Target Fund shares exchanged therefor were held by such shareholder (provided the Target Fund shares were held as capital assets on the date of the Reorganization).

6. The tax basis of the assets of Target Fund acquired by Acquiring Fund will be the same as the tax basis of those assets to Target Fund immediately prior to the Reorganization, and the holding periods of the assets of Target Fund in the hands of Acquiring Fund will include the respective periods during which those assets were held by Target Fund.

The foregoing opinions are based on the Code as in effect on the date hereof and administrative and judicial interpretations of it. No assurance can be given that the Code will not change or that such interpretations will not be revised or amended adversely, possibly with retroactive effect. This opinion letter is delivered to you in satisfaction of the requirements of Sections 8(d) and 9(d) of the Reorganization Agreement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form N-14 relating to the Reorganization and to use of our name and any reference to our firm in such Registration Statement or in the prospectus/proxy statement constituting a part thereof. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ SULLIVAN & WORCESTER LLP
SULLIVAN & WORCESTER LLP

EX-99.14 OTH CONSENT 4 cifauditorconsent0910.htm Consent of Independent Registered Public Accounting Firm Consent of Independent Registered Public Accounting Firm

The Board of Trustees/Directors of
The Calvert Fund
Calvert Impact Fund, Inc.:

We consent to the use of our report dated November 23, 2009, with respect to the financial statements of the Calvert New Vision Small Cap Fund, a series of The Calvert Fund and the Calvert Small Cap Fund (formerly the Calvert Small Cap Value Fund), a series of Calvert Impact Fund, Inc., as of September 30, 2009, incorporated herein by reference and to the references to our firm under the heading "Financial Statements and Experts" in the Registration Statement on Form N-14.

/s/ KPMG LLP

Philadelphia, Pennsylvania
September 9, 2010

EX-99.16 PWR OF ATTY 5 cifn-14poa0910.htm cifn-14poa0910

POWER OF ATTORNEY

I, the undersigned Trustee of The Calvert Fund (the "Fund"), hereby constitute William M. Tartikoff and Ivy Wafford Duke my true and lawful attorneys, with full power to each of them, to sign for me and in my name in the appropriate capacities, the Registration Statement on Form N-14 for the Fund relating to the proposed merger of Calvert New Vision Small Cap Fund, a series of The Calvert Fund, into Calvert Small Cap Fund (formerly known as Calvert Small Cap Value Fund), a series of Calvert Impact Fund, Inc., and any amendments to the Registration Statement filed by the Fund, and to do all such things in my name and behalf necessary for registering and maintaining registration or exemptions from registration of the Fund with any government agency in any jurisdiction, domestic or foreign in connection therewith.

The same persons are authorized generally to do all such things in my name and behalf to comply with the provisions of all federal, state and foreign laws, regulations, and policy pronouncements affecting the Fund in connection therewith, including, but not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Internal Revenue Code of 1986, and all state laws regulating the securities industry.

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