6
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[ ] PRE-EFFECTIVE AMENDMENT NO. 1 [ ] POST-EFFECTIVE AMENDMENT NO.__
(CHECK APPROPRIATE BOX OR BOXES)
CALVERT SOCIAL RESPONSIBILITY FUND, INC. REGISTRANT'S TELEPHONE
NUMBER
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) (301) 951-4800
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES APPROX. DATE OF PROPOSED
PUBLIC
4550 MONTGOMERY AVENUE OFFERING: OCT. 31, 2000
SUITE 1000N
BETHESDA, MD 20814
NAME AND ADDRESS OF AGENT FOR SERVICE:
WILLIAM M. TARTIKOFF, ESQ.
4550 MONTGOMERY AVE. SUITE 1000N
BETHESDA, MD 20814
NO FILING FEE IS DUE FOR REGISTRANT BECAUSE OF RELIANCE ON SECTION 24(F) OF THE
INVESTMENT COMPANY ACT OF 1940.
<PAGE>
[LETTERHEAD]
[DATE]
DEAR SHAREHOLDER,
I AM WRITING TO INFORM YOU OF THE UPCOMING SPECIAL MEETING OF SHAREHOLDERS
OF THE SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC., AND TO REQUEST
THAT YOU TAKE A FEW MINUTES TO READ THE ENCLOSED MATERIAL AND TO MAIL BACK THE
PROXY VOTING CARD.
YOU ARE BEING ASKED TO VOTE ON A PROPOSAL TO EXCHANGE THE ASSETS OF THE
SOCIAL RESPONSIBILITY PORTFOLIO (HEREINAFTER REFERRED TO BY NAME OR AS "YOUR
PORTFOLIO" OR "THE FUND") FOR SHARES OF EQUAL VALUE IN THE NEWLY FORMED CALVERT
LARGE CAP GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC. THE BOARD OF
DIRECTORS OF BRIDGEWAY FUND, INC., INCLUDING MYSELF, BELIEVE THIS CHANGE IS IN
THE BEST INTERESTS OF YOUR PORTFOLIO, AND YOU, AS ITS SHAREHOLDERS. WE BELIEVE
THAT THIS EXCHANGE WILL SIGNIFICANTLY REDUCE EXPENSES FOR CURRENT SHAREHOLDERS,
BROADEN THE UNIVERSE OF SOCIALLY RESPONSIBLE COMPANIES WE CONSIDER FOR INCLUSION
IN THE FUND, IMPROVE THE QUALITY OF THE SOCIAL RESEARCH WE USE, AND FAR EXCEED
OUR PREVIOUS EFFORTS IN THE AREAS OF SHAREHOLDER ACTIVISM AND COMMUNITY
INVESTING. ACCORDINGLY, SUCH A COMBINATION WOULD BE BENEFICIAL TO SHAREHOLDERS.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, IT IS IMPORTANT THAT YOU TAKE
THE TIME TO READ THE ENCLOSED PROXY, AND COMPLETE AND MAIL YOUR VOTING CARD AS
SOON AS YOU CAN. A POSTAGE PAID ENVELOPE IS ENCLOSED. IF PORTFOLIO
SHAREHOLDERS DO NOT RETURN THEIR PROXIES, THE PORTFOLIO MAY HAVE TO INCUR THE
EXPENSE OF ADDITIONAL SOLICITATIONS. A SPEEDY REPLY WILL lessen THE NECESSITY
OF BRIDGEWAY TRYING TO CONTACT YOU BY PHONE. ALL SHAREHOLDERS BENEFIT FROM
THE SPEEDY RETURN OF PROXIES, REGARDLESS OF HOW THEY VOTE.
I APPRECIATE THE TIME YOU WILL TAKE TO REVIEW THIS IMPORTANT MATTER. THE Q
& A THAT FOLLOWS WILL ASSIST YOU IN UNDERSTANDING THE PROPOSAL; HOWEVER, IF WE
MAY BE OF ANY ASSISTANCE, PLEASE CALL US AT (800) 661-3550, EXTENSION 5 OR 11.
SINCERELY,
JOHN N. MONTGOMERY
PRESIDENT
<PAGE>
SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC.
5615 KIRBY DRIVE, SUITE 518
HOUSTON, TEXAS 77005-2448
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 20, 2000
NOTICE IS HEREBY GIVEN THAT A SPECIAL MEETING OF SHAREHOLDERS OF THE SOCIAL
RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUNDS, INC., WILL BE HELD IN THE OFFICES
OF BRIDGEWAY FUND, INC., 5615 KIRBY DRIVE, SUITE 518, HOUSTON, TEXAS 77005-2448
AT 10:00 A.M. ON FRIDAY, OCTOBER 20, 2000 FOR THE FOLLOWING PURPOSES:
1. TO CONSIDER AND ACT ON AN AGREEMENT AND PLAN OR REORGANIZATION, DATED
AUGUST __, 2000, PROVIDING FOR THE TRANSFER OF SUBSTANTIALLY ALL OF THE ASSETS
OF THE SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC. TO THE CALVERT
LARGE CAP GROWTH FUND, ALONG WITH THE ASSUMPTION OF CERTAIN IDENTIFIED
LIABILITIES.
2. TO TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON [DATE] ARE ENTITLED TO NOTICE
OF AND TO VOTE AT THIS MEETING OR ANY ADJOURNMENT THEREOF.
BY ORDER OF THE BOARD OR DIRECTORS,
JOANNA SCHIMA
SECRETARY
[DATE]
PLEASE EXECUTE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE, THUS ENABLING THE FUND TO AVOID UNNECESSARY EXPENSE AND DELAY. YOUR
VOTE IS EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. WE WOULD BE HAPPY TO
REIMBURSE ANY INTERNATIONAL POSTAGE; SIMPLY ATTACH A NOTE REQUESTING THIS. THE
PROXY IS REVOCABLE AND WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON IF YOU
ATTEND THE SPECIAL MEETING.
<PAGE>
IMPORTANT NOTICE TO
BRIDGEWAY FUND SHAREHOLDERS
IN THE SOCIAL RESPONSIBILITY PORTFOLIO
QUESTIONS & ANSWERS
PLEASE READ THE COMPLETE TEXT OF THE ENCLOSED PROSPECTUS/PROXY STATEMENT. FOR
YOUR CONVENIENCE, WE HAVE PROVIDED A BRIEF OVERVIEW OF THE MATTERS TO BE VOTED
UPON. YOUR VOTE IS IMPORTANT. IF YOU HAVE ANY QUESTIONS REGARDING THE
PROPOSAL, PLEASE CALL US AT 800-661-3550, EXTENSION 5 OR 11. WE APPRECIATE YOUR
INVESTING WITH BRIDGEWAY FUND, AND LOOK FORWARD TO A CONTINUING RELATIONSHIP,
WHETHER THE PROPOSAL IS APPROVED BY SHAREHOLDERS AND YOU BECOME A SHAREHOLDER OF
THE NEW CALVERT FUND, WHICH WILL HAVE BRIDGEWAY CAPITAL MANAGEMENT, INC. AS ITS
INVESTMENT SUB-ADVISOR, AND/OR YOU CONTINUE TO MAINTAIN AN INVESTMENT IN OTHER
PORTFOLIOS OF BRIDGEWAY FUND, INC.
Q. WHY AM I RECEIVING A PROXY STATEMENT?
A. THE SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC. IS SEEKING
YOUR APPROVAL OF THE ACQUISITION OF THE ASSETS OF THE PORTFOLIO BY THE CALVERT
LARGE CAP GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC. (HEREAFTER,
"CALVERT FUND".)
Q. WHAT ARE THE EFFECTS OF THIS ACQUISITION?
A. THE ACQUISITION IS STRUCTURED SO THAT IT WILL BE TREATED AS A TAX FREE
REORGANIZATION. THE MERGER WILL AFFECT YOUR PORTFOLIO BY TRANSFERRING ALL OF
THE ASSETS OF THE SOCIAL RESPONSIBILITY PORTFOLIO TO CALVERT FUND. IN TURN, YOU
WILL RECEIVE SHARES IN THE CALVERT FUND FOR YOUR SHARES IN THE SOCIAL
RESPONSIBILITY PORTFOLIO.
AS A RESULT OF THIS TRANSACTION, IT IS ANTICIPATED THAT THE CALVERT FUND WILL
ENHANCE RETURNS BY USING THE COMBINED SERVICES OF BRIDGEWAY'S INVESTMENT ADVISER
AND THOSE OF CALVERT'S INVESTMENT ADVISER IN A FUND WITH IDENTICAL INVESTMENT
OBJECTIVES AND SIMILAR POLICIES.
Q. IS THERE A CHANGE IN THE MANAGEMENT OF THESE ASSETS?
A. YES AND NO. THE INVESTMENT ADVISER OF CALVERT FUND WILL BE CALVERT ASSET
MANAGEMENT COMPANY, INC., AND THE SUB-INVESTMENT ADVISER WILL BE BRIDGEWAY
CAPITAL MANAGEMENT, INC. WHICH MANAGES THE PORTFOLIO NOW. CALVERT WILL BE
RESPONSIBLE FOR THE FUND OPERATIONS, SOCIAL SCREENING, AND OVERSIGHT OF
MANAGEMENT OF CALVERT FUND. BRIDGEWAY WILL BE RESPONSIBLE FOR CHOOSING THE
SECURITIES TO BUY AND SELL.
Q. ARE THERE DIFFERENCES IN THE INVESTMENT OBJECTIVE OF THE PORTFOLIO AND
CALVERT FUND?
A. NO, THE INVESTMENT OBJECTIVES ARE THE SAME.
Q. HOW DO THE EXPENSE STRUCTURES AND FEES OF THE PORTFOLIO AND CALVERT FUND
COMPARE?
A. CURRENT SHAREHOLDER EXPENSES WILL DECLINE. THE FOLLOWING TABLE REFLECTS
THE CURRENT BRIDGEWAY PORTFOLIO EXPENSE STRUCTURE AND THE PROPOSED CALVERT FUND
ESTIMATED EXPENSE STRUCTURE EXPRESSED AS A PERCENTAGE OF AVERAGE ANNUAL NET
ASSETS:
CURRENT BRIDGEWAY PORTFOLIO CALVERT FUND
MINIMUM MAXIMUM MINIMUM MAXIMUM
CALVERT ADVISORY FEES N/A N/A 0.25%
0.25%
BRIDGEWAY SUBADVISORY FEES 0.20% 1.60% 0.20%
0.70%
ADMINISTRATIVE FEES N/A N/A 0.20%
0.20%
12B-1/DISTRIBUTION 0.00% 0.00% 0.00%
[0.25%]
OTHER EXPENSES 1.04% 1.04% 0.46% 0.46%
GROSS FEES 1.24% 2.64% 1.11%
1.61%
FEE REIMBURSEMENT N/A (0.64%) (0.21%)
(0.71%)
NET FEES 1.24% 2.00% 0.90% 0.90%
SINCE THE FUND HAS A PERFORMANCE-BASED SUB-ADVISORY FEE, THE TOTAL FEES MAY VARY
IN ACCORDANCE WITH THE MINIMUM AND MAXIMUM FEES INDICATED BY THE TABLE. THE
"CURRENT BRIDGEWAY PORTFOLIO OTHER EXPENSES" ARE BASED ON FISCAL YEAR 2000
AUDITED NUMBERS. THE ADVISORY AND ADMINISTRATIVE FEES ARE BASED ON THE
RESPECTIVE MANAGEMENT CONTRACTS. CALVERT AND BRIDGEWAY HAVE AGREED TO REIMBURSE
EXPENSES TO MAINTAIN A MAXIMUM 0.90% EXPENSE RATIO FOR CLASS I IN THE FIRST
YEAR, IF NECESSARY. WHILE THEY ARE NOT LEGALLY OBLIGATED TO THEREAFTER, THEY
HAVE NO PLANS TO CHANGE THIS REIMBURSEMENT FEATURE.
BRIDGEWAY BELIEVES THIS TO BE A VERY ATTRACTIVE REDUCTION OF EXPENSES FOR
CURRENT SHAREHOLDERS. YOU WOULD BE PAYING THE SAME LOW EXPENSES AS THE LARGE,
INSTITUTIONAL SHAREHOLDERS WHO WILL BE IN THE SAME CALVERT FUND CLASS I.
Q. WILL YOU HAVE TO PAY A SALES LOAD OR 12B-1 (DISTRIBUTION) FEE IF YOU
PURCHASE ADDITIONAL SHARES OF CALVERT FUND?
A. NO. PRESENT ACCOUNTS OF SHAREHOLDERS IN THE PORTFOLIO THAT BECOME
SHAREHOLDER ACCOUNTS OF CALVERT FUND WITH THE SAME REGISTRATION WILL HOLD THE
INSTITUTIONAL CLASS OF SHARES, AVOIDING ALL SALES LOADS AND DISTRIBUTION FEES ON
CURRENT SHARES AS WELL AS ANY FUTURE SHARES THEY PURCHASE.
NEW SHAREHOLDER ACCOUNTS (THOSE ESTABLISHED AFTER THE REORGANIZATION) WILL PAY
SALES LOADS, DISTRIBUTION FEES AND OTHER EXPENSES AS SET FORTH IN THE CALVERT
FUND PROSPECTUS.
Q. WILL THE PERFORMANCE-BASED FEE STRUCTURE CHANGE?
A. YES. THE BASIC MANAGEMENT FEE AND THE PERFORMANCE FEE WILL BE SMALLER.
ALSO, THE PERFORMANCE INDEX BENCHMARK WILL CHANGE FROM THE S&P 500 TO THE LIPPER
LARGE CAP GROWTH INDEX. [INSERT DISCUSSION OF CALCULATION OF PERFORMANCE FEE
ADJUSTMENT].
Q. HOW DOES CALVERT/BRIDGEWAY EXPECT TO OBTAIN EFFICIENCIES OF SCALE?
A. BRIDGEWAY HAS NOT BEEN AS SUCCESSFUL AS ANTICIPATED IN BRINGING NEW
ASSETS TO THE PORTFOLIO. AFTER SIX YEARS, THIS LOW VOLATILITY, TAX-EFFICIENT,
"FIVE STAR" PORTFOLIO HAS ATTRACTED ONLY $8 MILLION IN NET ASSETS.
CALVERT FUND HAS A DIFFERENT DISTRIBUTION METHOD THAN THE ONE USED BY THE
PRESENT PORTFOLIO. THE PRESENT PORTFOLIO IS A NO LOAD FUND. THE CALVERT FUND
HAS DIFFERENT CLASSES OF SHARES, WHICH ARE SOLD BY ITS DISTRIBUTOR THROUGH A
NETWORK OF FINANCIAL ADVISERS AND RETIREMENT PLAN PLATFORMS. WE BELIEVE THAT
THIS DISTRIBUTION APPROACH WILL BE MORE SUCCESSFUL IN ADDING ASSETS TO THE FUND
THAN THE NO LOAD APPROACH USED NOW. WE ALSO BELIEVE THAT LOWER OPERATING
EXPENSES WILL RESULT FROM HAVING A LARGER BASE OF ASSETS UNDER MANAGEMENT.
Q. WHAT WILL BRIDGEWAY CAPITAL MANAGEMENT, THE ADVISOR TO YOUR CURRENT
PORTFOLIO, GET OUT OF THIS NEW ARRANGEMENT?
MONETARILY, BRIDGEWAY FUND'S ADVISOR HOPES TO GET "A SMALLER PIECE OF A BIGGER
PIE." THE NEW FUND WILL ALSO ALLOW BRIDGEWAY TO BETTER FULFILL THE FULL
SPECTRUM OF ITS COMMITMENT TO SOCIALLY RESPONSIBLE INVESTING, INCLUDING: 1)
LARGER CHARITABLE DONATIONS (ASSUMING THE CALVERT FUND IS SUCCESSFUL IN
ATTRACTING NEW SHAREHOLDERS), 2) MUCH MORE MEANINGFUL SHAREHOLDER ACTIVISM, AND
3) AN OUTLET FOR COMMUNITY INVESTING.
Q. WHAT ARE THE FEDERAL TAX IMPLICATIONS OF THE TRANSACTION.
A. THE ACQUISITION OF THE ASSETS OF THE PORTFOLIO WILL NOT BE A TAXABLE
EVENT (I.E., NO GAIN OR LOSS WILL BE RECOGNIZED) TO THE PORTFOLIO, THE CALVERT
FUND, OR TO YOU AS A SHAREHOLDER.
Q. WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SPECIAL SHAREHOLDER MEETING DATE?
A. IF ENOUGH SHAREHOLDERS DO NOT VOTE, WE WILL NEED TO TAKE FURTHER ACTION.
WE MAY CONTACT YOU BY MAIL, TELEPHONE, FACSIMILE, OR BY PERSONAL INTERVIEW.
THEREFORE, WE ENCOURAGE YOU TO VOTE AS SOON AS YOU REVIEW THE ENCLOSED PROXY
MATERIALS IN ORDER TO AVOID ADDITIONAL MAILINGS, TELEPHONE CALLS OR OTHER
SOLICITATIONS.
Q. HOW WILL YOU DETERMINE THE NUMBER OF SHARES OF CALVERT FUND THAT I WILL
RECEIVE?
A. THE CLOSING DATE IS SCHEDULED FOR OCTOBER __, 2000, UNLESS IT IS
POSTPONED. AS OF 4:00 P.M. EASTERN STANDARD TIME ON THE CLOSING DATE, YOU WILL
RECEIVE THAT NUMBER OF FULL AND FRACTIONAL CALVERT FUND SHARES EQUAL IN VALUE TO
THE SHARES YOU HOLD IN THE PORTFOLIO ON THAT DATE.
Q. WHAT IMPACT WILL THE MERGER HAVE ON THE OTHER PORTFOLIOS OF BRIDGEWAY
CAPITAL MANAGEMENT?
A. VIRTUALLY NONE. THE EXPENSES OF OPERATING EACH OF THE PORTFOLIOS
COMPRISING BRIDGEWAY FUND, INC. ARE ALLOCATED TO THE PORTFOLIO TO WHICH THEY
APPLY.
Q. WHO IS PAYING FOR THE EXPENSES RELATED TO THE SHAREHOLDERS MEETING?
A. THE PRESENT PORTFOLIO WILL PAY FOR THE EXPENSES RELATED TO THE
SHAREHOLDER MEETING. HOWEVER, THESE EXPENSES WILL BE FULLY REIMBURSED BY
BRIDGEWAY CAPITAL MANAGEMENT, INC.
Q. WILL CALVERT OR BRIDGEWAY STILL SURVEY SHAREHOLDERS TO LEARN OF THE
SOCIAL CRITERIA PREFERENCES?
A. CALVERT WILL SEEK SHAREHOLDER PREFERENCES, CONCERNS AND INTERESTS FROM
TIME TO TIME. A SURVEY, PER SE, WILL NO LONGER BE USED DIRECTLY TO WEIGHT AND
RANK COMPANIES. BRIDGEWAY AND CALVERT BOTH BELIEVE THAT THE PROCESS WILL RESULT
IN A SIMILAR GROUP OF SOCIALLY RESPONSIBLE COMPANIES. FOR EXAMPLE, CALVERT
RECENTLY APPLIED THEIR SOCIAL STANDARDS TO BRIDGEWAY'S PORTFOLIO AND FOUND THAT
THE LARGE MAJORITY OF THE PORTFOLIO COMPANIES WOULD PASS THEIR CRITERIA.
CALVERT SELECTS INVESTMENTS ON THE BASIS OF THEIR ABILITY TO CONTRIBUTE TO THE
DUAL OBJECTIVES OF FINANCIAL SOUNDNESS AND SOCIAL CRITERIA. THE FUND HAS
DEVELOPED SOCIAL INVESTMENT CRITERIA IN THE FOLLOWING AREAS FOR CALVERT FUND:
- ENVIRONMENT
- LABOR RELATIONS
- PRODUCT SAFETY
- ANIMAL WELFARE
- MILITARY WEAPONS
- COMMUNITY RELATIONS
- HUMAN RIGHTS
- INDIGENOUS PEOPLES RIGHTS
Q. HOW DO THE DIRECTORS OF BRIDGEWAY FUND, INC. SUGGEST THAT I VOTE?
A. AFTER CAREFUL CONSIDERATION, THE DIRECTORS OF YOUR FUND UNANIMOUSLY
RECOMMEND THAT YOU VOTE "FOR" THE ITEM PROPOSED ON THE ENCLOSED PROXY CARD.
Q. WHAT ARE MY INVESTMENT ALTERNATIVES?
A. BRIDGEWAY FUND HAS OTHER PORTFOLIOS TO CONSIDER THAT MAY MEET YOUR
INVESTMENT OBJECTIVES. HOWEVER, BEFORE SWITCHING YOUR SOCIAL RESPONSIBILITY
HOLDINGS INTO ONE OF THE OTHER BRIDGEWAY PORTFOLIOS, PLEASE BE AWARE THAT ANY
SUCH TRANSACTION IS RECOGNIZED AS A SALE AND PURCHASE OF SECURITIES FOR TAX
PURPOSES. IN OTHER WORDS, IF THE VALUE OF YOUR SOCIAL RESPONSIBILITY HOLDINGS
IS MORE THAN YOU PAID FOR THEM, YOU WILL INCUR CAPITAL GAIN TAXES ON THE PROFIT
YOU EARN.
BUT AGAIN, THE BOARD FEELS VERY CONFIDENT WITH THE PROPOSED MERGER OF THE
PORTFOLIO INTO THE CALVERT FUND, WITH CALVERT'S STRONG HISTORY OF INVESTMENT
MANAGEMENT, ITS PROPRIETARY SOCIAL RESEARCH METHODOLOGY, AND SHAREHOLDER
ACTIVISM.
Q. HOW DO I VOTE MY SHARES?
A. YOU CAN VOTE YOUR SHARES BY COMPLETING AND SIGNING THE ENCLOSED PROXY
CARD, AND MAILING IT IN THE ENCLOSED POSTAGE PAID ENVELOPE. IF YOU NEED ANY
ASSISTANCE, OR HAVE ANY QUESTIONS REGARDING THE PROPOSAL OR HOW TO VOTE YOUR
SHARES PLEASE CALL US AT (800) 661-3550, EXTENSION 5 OR 11.
Q. WILL MY VOTE MAKE A DIFFERENCE?
A. YOUR VOTE IS NEEDED TO ENSURE THAT THE PROPOSALS CAN BE ACTED UPON. YOUR
IMMEDIATE RESPONSE ON THE ENCLOSED PROXY CARD WILL HELP SAVE ON THE COSTS OF ANY
FURTHER SOLICITATIONS FOR A SHAREHOLDER VOTE. WE ENCOURAGE ALL SHAREHOLDERS TO
PARTICIPATE IN VOTING ON THIS MATTER.
Q. HOW WILL THIS AFFECT MY ACCOUNT?
A. YOU CAN EXPECT THE SAME LEVEL OF MANAGEMENT EXPERTISE AND HIGH-QUALITY
SHAREHOLDER SERVICES YOU'VE GROWN ACCUSTOMED TO, BUT NOW FROM CALVERT AND
BRIDGEWAY. YOU WILL SPEAK WITH CALVERT'S REPRESENTATIVE REGARDING FUTURE
SHAREHOLDER ACCOUNT ACTIVITY. HOWEVER, YOU MAY STILL CALL BRIDGEWAY WITH
QUESTIONS REGARDING INVESTMENT CHARACTERISTICS.
Q. HOW DO I SIGN THE PROXY CARD?
A. VOTING INSTRUCTION FORMS MUST BE EXECUTED PROPERLY. WHEN FORMS ARE NOT
SIGNED AS REQUIRED BY LAW, YOU AND THE FUND MUST UNDERTAKE THE TIME AND EXPENSE
TO TAKE STEPS TO VALIDATE YOU VOTE. THE FOLLOWING GUIDE WAS PREPARED TO HELP
YOU CHOOSE THE PROPER FORMAT FOR SIGNING YOUR FORM:
1. INDIVIDUAL ACCOUNTS: YOUR NAME SHOULD BE SIGNED EXACTLY AS IT APPEARS IN
THE REGISTRATION ON THE VOTING INSTRUCTION FORM.
2. JOINT ACCOUNTS: EITHER PARTY MAY SIGN, BUT THE NAME OF THE PARTY SIGNING
SHOULD CONFORM EXACTLY TO A NAME SHOWN IN THE REGISTRATION.
3. ALL OTHER ACCOUNTS SHOULD SHOW THE CAPACITY OF THE INDIVIDUAL SIGNING.
THIS CAN BE SHOWN EITHER IN THE FORM OF THE ACCOUNT REGISTRATION ITSELF OR BY
THE INDIVIDUAL EXECUTING THE VOTING INSTRUCTION FORM. FOR EXAMPLE: A VALID
SIGNATURE FOR SAVE THE EARTH CORP. IS ANY OFFICER ITS BY-LAWS OR ITS BOARD OF
DIRECTORS AUTHORIZES TO SIGN ITS OFFICIAL DOCUMENTS.
VOTING MY MAIL IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED.
<PAGE>
PROSPECTUS AND PROXY STATEMENT
ACQUISITION OF THE ASSETS OF SOCIAL RESPONSIBILITY PORTFOLIO,
A SERIES OF BRIDGEWAY FUND, INC.
BY AN EXCHANGE FOR SHARES OF CALVERT LARGE CAP GROWTH FUND,
A SERIES OF CALVERT IMPACT FUND, INC.
THIS PROSPECTUS AND PROXY STATEMENT RELATES TO THE PROPOSED TRANSFER OF ALL OF
THE ASSETS AND THE ASSUMPTION OF CERTAIN IDENTIFIED LIABILITIES OF THE SOCIAL
RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC. IN EXCHANGE FOR SHARES OF
CALVERT LARGE CAP GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC., A MARYLAND
CORPORATION. FOLLOWING THE TRANSFER, CALVERT LARGE CAP GROWTH FUND SHARES WILL
BE DISTRIBUTED TO SHAREHOLDERS OF THE SOCIAL RESPONSIBILITY PORTFOLIO IN
LIQUIDATION OF THAT PORTFOLIO AND THAT PORTFOLIO WILL BE DISSOLVED. AS A RESULT
OF THE PROPOSED TRANSACTION, EACH SHAREHOLDER OF THE SOCIAL RESPONSIBILITY
PORTFOLIO WILL RECEIVE THAT NUMBER OF CALVERT LARGE CAP GROWTH FUND SHARES EQUAL
IN VALUE AT THE DATE OF THE EXCHANGE TO THE VALUE OF SUCH SHAREHOLDER'S
RESPECTIVE SHARES OF THE SOCIAL RESPONSIBILITY PORTFOLIO. THE TRANSACTION WILL
ONLY OCCUR IF SHAREHOLDERS VOTE IN FAVOR OF THE PROPOSED TRANSFER.
CALVERT LARGE CAP GROWTH FUND (HEREINAFTER REFERRED TO BY NAME OR "CALVERT
FUND") IS A SERIES OF CALVERT IMPACT FUND, INC., WHICH IS A NEWLY FORMED
OPEN-END MANAGEMENT INVESTMENT COMPANY. THE NET ASSETS OF CALVERT FUND WERE
$_______ AS OF (RECORD DATE).
THE INVESTMENT OBJECTIVE OF THE CALVERT FUND AND THE SOCIAL RESPONSIBILITY
PORTFOLIO ARE THE SAME: TO EXCEED THE STOCK MARKET TOTAL RETURN (PRIMARILY
THROUGH CAPITAL APPRECIATION) AT A LEVEL OF TOTAL RISK ROUGHLY EQUAL TO THAT OF
THE STOCK MARKET OVER LONGER PERIODS OF TIME (THREE YEARS OR MORE). THE S&P 500
INDEX WITH DIVIDENDS REINVESTED SERVES AS A PROXY FOR "STOCK MARKET" IN THIS
OBJECTIVE.
SALES CHARGES. PORTFOLIO SHARES ARE SOLD TO THE PUBLIC WITH NO SALES CHARGES AS
IT IS A SERIES OF BRIDGEWAY FUND, INC., A NO LOAD FUND. THE SHARE OF CALVERT
FUND WILL BE SOLD TO THE PUBLIC WITH A MAXIMUM SALES CHARGE OF 4.75% IN A
VARIETY OF CLASSES, A, B, C AND I. THE SALES CHARGE IS ADDED TO THE PURCHASE
PRICE OF SHARES, BUT WILL NOT BE APPLIED TO SHARES ISSUED IN THE REORGANIZATION
(SEE "PURCHASE PROCEDURES"). BOTH THE PORTFOLIO AND CALVERT FUND HAVE 12B-1
PLANS WHICH PERMIT THESE FUNDS TO PAY CERTAIN EXPENSES ASSOCIATED WITH THE
DISTRIBUTION OF ITS SHARES, ALTHOUGH UNDER THE TERMS OF THE BRIDGEWAY FUND 12B-1
PLAN, ALL SUCH CHARGES ARE PRESENTLY PAID FOR BY ITS ADVISOR, BRIDGEWAY CAPITAL
MANAGEMENT, INC.
THIS PROSPECTUS AND PROXY STATEMENT IS EXPECTED TO BE MAILED TO SHAREHOLDERS OF
RECORD ON OR ABOUT SEPTEMBER 25, 2000.
THIS PROSPECTUS AND PROXY STATEMENT, WHICH SHOULD BE RETAINED FOR FUTURE
REFERENCE, SETS FORTH CONCISELY INFORMATION ABOUT CALVERT FUND THAT A
PROSPECTIVE INVESTOR SHOULD KNOW BEFORE INVESTING. THE PROSPECTUS AND PROXY
STATEMENT IS ACCOMPANIED BY THE PROSPECTUS OF THE CALVERT LARGE CAP GROWTH FUND
DATED _________ __, 2000, WHICH DESCRIBES THE PORTFOLIO AND ITS POLICIES, IS
INCORPORATED HEREIN BY REFERENCE. A STATEMENT OF ADDITIONAL INFORMATION DATED
_________ __, 2000 IS ALSO INCORPORATED BY REFERENCE INTO THIS PROSPECTUS AND
PROXY STATEMENT. A COPY OF THE STATEMENT OF ADDITIONAL INFORMATION AND OR THE
PORTFOLIO PROSPECTUS MAY BE OBTAINED WITHOUT CHARGE BY WRITING THE PORTFOLIO AT
5615 KIRBY DRIVE, SUITE 518, HOUSTON, TX 77005-2448, OR BY CALLING (800)
661-3550.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE SHARES OFFERED BY THIS PROSPECTUS AND PROXY STATEMENT ARE NOT DEPOSITS OR
OBLIGATIONS OF, OR GUARANTEED OR ENDORSED BY, ANY BANK, AND ARE NOT FEDERALLY
INSURED OR OTHERWISE PROTECTED BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY
OTHER AGENCY. WHEN INVESTORS SELL SHARES OF THE FUNDS, THE VALUE MAY BE HIGHER
OR LOWER THAN THE AMOUNT ORIGINALLY PAID.
<PAGE>
TABLE OF CONTENTS
SUMMARY ___
REASONS FOR THE REORGANIZATION ___
EXPENSE COMPARISONS ___
FINANCIAL HIGHLIGHTS ___
COMPARISON OF INVESTMENT POLICIES ___
INFORMATION ABOUT THE REORGANIZATION ___
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS ___
INFORMATION ABOUT THE FUNDS ___
VOTING INFORMATION ___
ADJOURNMENT ___
EXHIBIT A - AGREEMENT AND PLAN OF REORGANIZATION ___
<PAGE>
SUMMARY
REASONS FOR THE REORGANIZATION. THE BOARD OF DIRECTORS OF BRIDGEWAY FUND, INC.,
REFERRED TO HEREIN AS THE "DIRECTORS", BELIEVE THAT THE PROPOSED REORGANIZATION
WOULD BE IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE PORTFOLIO CONSIDERING
THE SMALL SIZE OF THE PORTFOLIO. BY COMBINING WITH THE CALVERT FUND, THE
DIRECTORS BELIEVE THAT THIS WILL ALLOW THE FUND TO:
1) GROW LARGER BECAUSE OF THE DIFFERENT METHOD OF DISTRIBUTION THAT CALVERT FUND
USES AND LEAD TO ECONOMIES OF SCALE IN THE FUTURE. CONSEQUENTLY, THE EXPENSES
OF THE FUND WILL FALL FROM THE CURRENT RANGE OF 1.5%-2.0% ANNUALLY FOR CURRENT
FUND SHAREHOLDERS TO A LEVEL OF JUST 0.9% IN CALVERT FUND CLASS I.
2) COMBINING BRIDGEWAY CAPITAL MANAGEMENT PORTFOLIO MANAGER EXPERTISE WITH THE
SOCIAL RESEARCH FACILITIES OF CALVERT MAY RESULT IN ENHANCED RETURNS.
SPECIFICALLY, BRIDGEWAY BELIEVES THAT RETURNS COULD BE ENHANCED BY APPLYING ITS
FINANCIAL MODELS TO A BROADER RANGE OF COMPANIES RESEARCHED BY CALVERT.
PREVIOUSLY, BRIDGEWAY HAD ACCESS TO SOCIAL RESEARCH ON LESS THAN 700 COMPANIES.
CALVERT'S UNIVERSE OF COMPANIES IS CURRENTLY [____].
3) BRIDGEWAY BELIEVES THAT CALVERT HAS THE INDUSTRY'S PREEMINENT SOCIAL RESEARCH
CAPABILITY AND THAT THE OVERALL QUALITY OF OUR SOCIAL RESEARCH WILL THUS
IMPROVE. THIS OPINION WAS RECENTLY VALIDATED BY VANGUARD'S CHOICE OF CALVERT
FOR THEIR SOCIAL INDEX FUND.
4) TO DATE, BRIDGEWAY'S SMALL SIZE HAS HAMPERED IT'S ABILITY TO ENGAGE IN
SHAREHOLDER ACTIVISM. AS CURRENT SHAREHOLDERS, YOU WILL BENEFIT FROM CALVERT'S
CONSIDERABLE EXPERTISE IN THIS AREA, WHILE ALSO GAINING ACCESS TO THE CALVERT
FOUNDATION FOR COMMUNITY INVESTING AS WELL.
TO THIS END, THE DIRECTORS RECOMMEND THAT SHAREHOLDERS OF THE PORTFOLIO APPROVE
THE EXCHANGE OF ITS ASSETS TO THE CALVERT FUND FOR SHARES OF CALVERT FUND WHICH
WILL BE DISTRIBUTED TO PORTFOLIO SHAREHOLDERS UPON THE LIQUIDATION AND/OR
DISSOLUTION OF THE PORTFOLIO.
IN DETERMINING WHETHER TO RECOMMEND APPROVAL OF THE REORGANIZATION TO
SHAREHOLDERS OF THE PORTFOLIO, THE DIRECTORS CONSIDERED A NUMBER OF FACTORS,
INCLUDING, BUT NOT LIMITED TO (I) THE CAPABILITIES AND RESOURCES OF THE CALVERT
FUND, ITS ADVISOR AND OTHER SERVICE PROVIDERS IN THE AREAS OF INVESTMENT,
MARKETING, AND SHAREHOLDER SERVICES: (II) THE EXPENSES AND ADVISORY FEES
APPLICABLE TO THE PORTFOLIO BEFORE THE REORGANIZATION AND THE ESTIMATED EXPENSE
RATIOS FOR SHAREHOLDERS IN CALVERT FUND AFTER THE REORGANIZATION; (III) THE
COMPARATIVE INVESTMENT PERFORMANCE OF BRIDGEWAY CAPITAL MANAGEMENT, INC. AND THE
PERFORMANCE RECORD OF OTHER CALVERT MANAGED SOCIAL RESPONSIBILITY FUNDS; (IV)
THE COMPARATIVE DIFFERENCE IN THEIR INVESTMENT STYLES AND INVESTMENT AND SOCIAL
RESEARCH CAPABILITIES; (V) THE TERMS AND CONDITIONS OF THE AGREEMENT AND PLAN OF
REORGANIZATION AND WHETHER THE REORGANIZATION WOULD RESULT IN DILUTION OF
CURRENT PORTFOLIO SHAREHOLDERS' INTERESTS; (VI) THE POTENTIAL ECONOMIES OF SCALE
REALIZABLE AS A RESULT OF THE REORGANIZATION; (VII) THE PROSPECT OF A LOWER
MANAGEMENT AND PERFORMANCE FEE; (VIII) THE SERVICE FEATURES AVAILABLE TO
SHAREHOLDERS OF BOTH THE PORTFOLIO AND THE CALVERT FUND; (IX) THE COSTS
ESTIMATED TO BE INCURRED TO COMPLETE THE REORGANIZATION; (X) THE FUTURE GROWTH
PROSPECTS OF THE CALVERT FUND AFTER THE REORGANIZATION; AND (XI) THE ANTICIPATED
TAX CONSEQUENCES OF THE REORGANIZATION.
IN THIS REGARD, THE DIRECTORS REVIEWED INFORMATION PROVIDED BY BRIDGEWAY CAPITAL
MANAGEMENT, INC. RELATING TO THE ANTICIPATED IMPACT TO THE SHAREHOLDERS OF THE
PORTFOLIO AS A RESULT OF THE REORGANIZATION. THE DIRECTORS CONSIDERED THE
PROBABILITY THAT FUTURE INCREASES IN ASSET LEVELS OF THE CALVERT FUND IS
EXPECTED TO RESULT IN REDUCED PER SHARE EXPENSES AND ACHIEVEMENT OF ECONOMIES OF
SCALE, ALTHOUGH THERE CAN, OF COURSE, BE NO ASSURANCES IN THIS REGARD.
COMBINING THE NET ASSETS OF THE PORTFOLIO WITH THOSE OF CALVERT FUND SHOULD LEAD
TO A SIGNIFICANT REDUCTION OF TOTAL OPERATING EXPENSES FOR SHAREHOLDERS OF THE
PORTFOLIO ON A PER SHARE BASIS DUE TO AN IMMEDIATE REDUCTION IN THE PERFORMANCE
FEES APPLICABLE TO CALVERT FUND.
PROPOSED TRANSACTION. THE DIRECTORS OF THE PORTFOLIO HAVE AUTHORIZED THE
PORTFOLIO AND CALVERT FUND TO ENTER INTO AN AGREEMENT AND PLAN OF REORGANIZATION
(THE "AGREEMENT" OR "PLAN") PROVIDING FOR THE TRANSFER OF ALL THE ASSETS AND
CERTAIN IDENTIFIED LIABILITIES OF THE PORTFOLIO IN EXCHANGE FOR LIKE SHARES OF
THE CALVERT FUND. FOLLOWING THE TRANSFER, CALVERT FUND SHARES WILL BE
DISTRIBUTED TO THE SHAREHOLDERS OF THE PORTFOLIO IN LIQUIDATION AND/OR
DISSOLUTION OF THE PORTFOLIO. AS A RESULT OF THE PROPOSED TRANSACTION, EACH
SHAREHOLDER OF THE PORTFOLIO WILL RECEIVE THAT NUMBER OF FULL AND FRACTIONAL
CALVERT FUND SHARES EQUAL IN VALUE AT THE DATE OF THE EXCHANGE TO THE VALUE OF
SUCH SHAREHOLDER'S SHARES OF THE PORTFOLIO. FOR THE REASONS STATED ABOVE, THE
DIRECTORS, INCLUDING THE INDEPENDENT DIRECTORS, HAVE CONCLUDED THAT THE
REORGANIZATION WOULD BE IN THE BEST INTERESTS OF THE SHAREHOLDERS OF THE
PORTFOLIO AND RECOMMEND SHAREHOLDER APPROVAL.
TAX CONSEQUENCES. THE PLAN IS CONDITIONED UPON RECEIPT BY THE PORTFOLIO OF AN
OPINION OF COUNSEL THAT NO GAIN OR LOSS WILL BE RECOGNIZED BY THE PORTFOLIO
SHAREHOLDERS AS A RESULT OF THE REORGANIZATION. THE TAX BASIS OF CALVERT FUND
SHARES RECEIVED BY A SHAREHOLDER OF THE PORTFOLIO WILL BE THE SAME AS THE TAX
BASIS OF THE PORTFOLIO SHAREHOLDER'S SHARES PRIOR TO THE REORGANIZATION. SEE
"INFORMATION ABOUT THE REORGANIZATION."
INVESTMENT POLICIES. SHAREHOLDERS SHOULD CONSIDER THAT THE INVESTMENT POLICIES
OF BOTH THE PORTFOLIO AND CALVERT FUND ARE ESSENTIALLY THE SAME. BOTH INVEST IN
"A DIVERSIFIED PORTFOLIO OF COMMON STOCKS OF COMPANIES WHICH MEET THE FUND'S
INVESTMENT AND SOCIAL CRITERIA. WHILE THE FUND HAS THE FLEXIBILITY TO INVEST IN
COMPANIES OF ALL SIZES, TYPICALLY 80% TO 95% OF THE FUND WILL BE INVESTED IN
LARGE U.S. COMPANIES TRADED ON THE NEW YORK STOCK EXCHANGE, THE AMERICAN STOCK
EXCHANGE, AND NASDAQ. THE FUND INVESTS BOTH IN VALUE AND GROWTH COMPANIES,
ALTHOUGH THE FUND HAS A STRONG BIAS TOWARD GROWTH COMPANIES. VALUE STOCKS ARE
THOSE PRICED CHEAPLY RELATIVE TO SOME FINANCIAL MEASURES OF WORTH. GROWTH
STOCKS HAVE FASTER INCREASING SALES AND EARNINGS. GROWTH COMPANIES ARE THE
"ENGINE" OF THE FUND, WHILE VALUE COMPANIES HELP LESSEN FUND VOLATILITY (SHORT
TERM RISK)."
THE SOLE DIFFERENCE BETWEEN THE INVESTMENT POLICIES OF THE PORTFOLIO AND CALVERT
FUND IS THAT THE PORTFOLIO'S POLICIES STATE THAT THE SOCIAL CRITERIA OF THE
COMPANIES THAT IT WILL INVEST IN IS GENERALLY IN LINE WITH THOSE OF ITS
SHAREHOLDERS. THE CALVERT FUND INVESTMENT POLICY CONTAINS NO SUCH STATEMENT AND
RESERVES THAT JUDGMENT FOR ITS INVESTMENT ADVISER AND SUB-ADVISER.
BOTH THE PORTFOLIO AND CALVERT FUND HAVE SIMILAR SECONDARY PORTFOLIO STRATEGIES
WHICH IS "TO USE EXCHANGE-TRADED, 'TRADITIONAL' STOCK INDEX OPTIONS AND FUTURES.
THESE INVESTMENTS ARE INTENDED TO HELP KEEP THE LONG TERM AVERAGE MARKET RISK OF
THE FUND EQUAL TO THE MARKET ITSELF. AT ANY ONE POINT IN TIME, HOWEVER, THE
PORTFOLIO MARKET EXPOSURE MAY BE AS HIGH AS 150% OR AS LOW AS 50% OF THE MARKET.
CALVERT AND BRIDGEWAY BELIEVE THAT THE USE OF THESE INSTRUMENTS WILL ALLOW THEM
TO BETTER MANAGE THE FUND'S LEVEL OF RISK; IT DOES NOT TRY TO LEVERAGE OVERALL
MARKET RISK IN THE LONG TERM."
PURCHASES. SHARES OF THE PORTFOLIO ARE SOLD AT NET ASSET VALUE WITH NO SALES
CHARGE. SHARES OF CALVERT FUND ARE SOLD ON A CONTINUOUS BASIS AT NET ASSET
VALUE PLUS THE APPROPRIATE SALES CHARGE. HOWEVER, THE EXCHANGE OF SHARES OF THE
PORTFOLIO AND CALVERT FUND WILL NOT RESULT IN ANY SALES CHARGE TO PORTFOLIO
SHAREHOLDERS. NEITHER WILL THESE SHAREHOLDER INCUR ANY SALES CHARGE ON
ADDITIONAL CALVERT FUND PURCHASES IN THEIR ACCOUNTS EITHER THROUGH DIRECT
PURCHASE OF CALVERT FUND SHARES, DIVIDEND REINVESTMENT OR CAPITAL GAINS
DISTRIBUTIONS TAKEN IN THE FORM OF CALVERT FUND SHARES.
OTHER PURCHASERS OF CALVERT FUND SHARES WILL INCUR SALES CHARGES AS SET FORTH IN
THE FOLLOWING TABLE. THESE CHARGES WILL VARY DEPENDING ON THE SERIES PURCHASED,
ANY RIGHTS OF ACCUMULATION THEY AGREE TO, GROUP PURCHASES, AND LETTER OF INTENT
THAT INVESTORS MAY SIGN.
SALES CHARGES. THE FUNDS' SHARES ARE OFFERED AT NET ASSET VALUE PLUS A
FRONT-END SALES CHARGE AS FOLLOWS:
AMOUNT OF AS A % AS A % OF
INVESTMENT OF OFFERING NET AMOUNT
PRICE INVESTED
LESS THAN $50,000 4.75% 4.99%
$50,000 BUT NOT LESS THAN $100,000 3.75% 3.90%
$100,000 BUT NOT LESS THAN $250,000 2.75% 2.83%
$250,000 BUT NOT LESS THAN $500,000 1.75% 1.78%
$500,000 BUT NOT LESS THAN $1,000,000 1.00% 1.01%
$1,000,000 AND OVER NONE* NONE*
* PURCHASES OF CLASS A SHARES AT NEW ASSET VALUE FOR ACCOUNTS WITH $1,000,000
($1 MILLION) OR MORE ARE SUBJECT TO A ONE YEAR CONTINGENT DEFERRED SALES CHARGE
OF 1%.
EXCHANGE PRIVILEGES. SHAREHOLDERS OF THE PORTFOLIO CAN PRESENTLY EXCHANGE THEIR
SHARES FOR SHARES OF SEVERAL OTHER PORTFOLIOS OF BRIDGEWAY FUND, INC. YOU
SHOULD BE AWARE THAT ANY SUCH EXCHANGE WILL BE CONSIDERED A TAXABLE EVENT
PURSUANT TO THE RULES AND REGULATIONS OF THE INTERNAL REVENUE CODE, AS ANY SUCH
EXCHANGE REPRESENTS A SALE OF SHARES, WHICH MAY PRODUCE A GAIN OR LOSS FOR TAX
PURPOSES. THERE IS NO ADDITIONAL CHARGE FOR BRIDGEWAY FUND EXCHANGES, EXCEPT
FEES CHARGED BY SOME "FUND MARKETPLACES" OR BROKERS.
AFTER THE PLAN OF REORGANIZATION IS EFFECTED, PRESENT PORTFOLIO SHAREHOLDERS
WILL BE SHAREHOLDERS OF CALVERT FUND AND WILL NO LONGER HAVE THAT RIGHT TO
DIRECTLY EXCHANGE THEIR SHARES FOR THOSE OF OTHER SERIES OF BRIDGEWAY FUND, INC.
HOWEVER, SUCH A TRANSFER COULD BE ACCOMPLISHED AT MOST "FUND MARKETPLACES" AND
SOME BROKERAGE FIRMS. IN ADDITION, THEY WILL HAVE THE ABILITY TO EXCHANGE THEIR
SHARES FOR THE SHARES OF OTHER PORTFOLIOS IN THE CALVERT GROUP FAMILY OF FUNDS.
EXCHANGE REQUESTS WILL NOT BE ACCEPTED ON ANY DAY WHEN CALVERT IS OPEN BUT
CALVERT FUND'S CUSTODIAN BANK IS CLOSED (I.E., COLUMBUS DAY AND VETERAN'S DAY);
THESE EXCHANGE REQUESTS WILL BE PROCESSED THE NEXT DAY CALVERT FUND'S CUSTODIAN
BANK IS OPEN.
LIKE BRIDGEWAY, CALVERT FUND AND THE DISTRIBUTOR RESERVE THE RIGHT AT ANY TIME
TO REJECT OR CANCEL ANY PART OF ANY PURCHASES (INCLUDING EXCHANGE PURCHASES) ;
MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; OR WITHDRAW
ALL OR ANY PART OF THE OFFERING MADE BY THE PROSPECTUS. TO PROTECT THE INTEREST
OF INVESTORS, CALVERT FUND AND THE DISTRIBUTOR MAY REJECT ANY ORDER CONSIDERED
MARKET-TIMING ACTIVITY.
CALVERT FUND RESERVES THE RIGHT TO TERMINATE OR MODIFY THE EXCHANGE PRIVILEGE
WITH 60 DAYS' WRITTEN NOTICE.
DISTRIBUTION PROCEDURES. THE PORTFOLIO HAS DISTRIBUTED INCOME DIVIDENDS ONCE A
YEAR AND THE CALVERT FUND INTENDS TO ALSO DISTRIBUTE INCOME DIVIDENDS ANNUALLY.
BOTH THE PORTFOLIO AND CALVERT FUND DISTRIBUTE CAPITAL GAINS DISTRIBUTIONS ONCE
A YEAR. YOUR EXISTING ELECTION OF WHETHER TO RECEIVE DIVIDENDS AND OR CAPITAL
GAINS IN CASH OR SHARES WILL BE CONTINUED WITH RESPECT TO THE SHARES OF CALVERT
FUND YOU ACQUIRE IN CONNECTION WITH THE REORGANIZATION UNLESS YOU NOTIFY CALVERT
FUND OF A NEW ELECTION.
REDEMPTION PROCEDURES. AS A PORTFOLIO SHAREHOLDER, YOU ARE AWARE THAT AT ANY
TIME AND IN ANY AMOUNT, SHARES OF THE PORTFOLIO MAY BE REDEEMED BY SENDING A
LETTER OF INSTRUCTION, INCLUDING YOUR NAME, ACCOUNT AND FUND NUMBER, THE NUMBER
OF SHARES OR DOLLAR AMOUNT, AND WHERE YOU WANT THE MONEY TO BE SENT. THIS
LETTER OF INSTRUCTION MUST BE SIGNED BY ALL REQUIRED AUTHORIZED SIGNERS.
FURTHER DOCUMENTATION MAY BE REQUIRED FROM CORPORATIONS, FIDUCIARIES, PENSION
PLANS AND INSTITUTIONAL INVESTORS.
SHARES MAY ALSO BE REDEEMED BY TELEPHONE OR THOUGH BROKERS. CALVERT FUND MAY
IMPOSE A CHARGE OF $5 FOR WIRE TRANSFERS OF LESS THAN $1,000. CALVERT FUND MAY,
AFTER 30 DAYS' NOTICE, CLOSE ACCOUNTS IF, DUE TO REDEMPTIONS, THE ACCOUNT FALLS
BELOW $1,000 IN VALUE AND THE BALANCE IS NOT BROUGHT UP TO THE REQUIRED MINIMUM
AMOUNT.
EXPENSE COMPARISONS
BRIDGEWAY CALVERT CALVERT
(CLASS A) (CLASS I)
SHAREHOLDER FEES
MAXIMUM SALES CHARGE (LOAD) IMPOSED ON PURCHASES _.__% 4.75%
NONE
(AS A PERCENTAGE OF OFFERING PRICE)
MAXIMUM DEFERRED SALES CHARGE (LOAD) NONE NONE2 NONE
(AS A PERCENTAGE OF PURCHASE OR REDEMPTION
PROCEEDS, WHICHEVER IS LOWER)
ANNUAL FUND OPERATING EXPENSES1
MANAGEMENT FEES 0.__% 0.__% 0.__%
DISTRIBUTION AND SERVICE (12B-1) FEES 0.__% 0.__%
NONE
OTHER EXPENSES 0.__% 0.__% 0.__%
TOTAL ANNUAL FUND OPERATING EXPENSES _.__% 0.__%
0.__%
FEE WAIVER AND/OR EXPENSE REIMBURSEMENT _.__% 0.__%5
0.__%5
NET EXPENSES 1.50% 1.50% 0.90%
1 EXPENSES ARE BASED ON ESTIMATES FOR CALVERT FUND'S CURRENT FISCAL YEAR, UNLESS
OTHERWISE INDICATED. MANAGEMENT FEES INCLUDE THE SUBADVISORY FEES PAID BY
CALVERT FUND TO THE SUBADVISOR. THE SUBADVISORY FEES FOR CALVERT FUND ARE
SUBJECT TO A PERFORMANCE ADJUSTMENT, WHICH COULD CAUSE THE FEE TO BE AS HIGH AS
0.70% OR AS LOW AS 0.20%, DEPENDING ON CALVERT FUND'S PERFORMANCE RELATIVE TO
THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX. MANAGEMENT FEES ALSO
INCLUDE AN ADMINISTRATIVE FEE PAID BY CALVERT FUND TO CALVERT ADMINISTRATIVE
SERVICES COMPANY, AN AFFILIATE OF THE ADVISOR.
2 PURCHASES OF CLASS A SHARES FOR ACCOUNTS WITH $1 MILLION OR MORE ARE NOT
SUBJECT TO FRONT-END SALES CHARGES, BUT MAY BE SUBJECT TO A 1.0% CONTINGENT
DEFERRED SALES CHARGE ON SHARES REDEEMED WITHIN 1 YEAR OF PURCHASE.
5 THE ADVISOR HAS AGREED TO LIMIT ANNUAL FUND OPERATING EXPENSES (NET OF ANY
EXPENSE OFFSET ARRANGEMENTS) THROUGH [DATE]. THE CONTRACTUAL EXPENSE CAP IS
SHOWN AS "NET EXPENSES," THIS IS THE MAXIMUM AMOUNT OF OPERATING EXPENSES THAT
MAY BE CHARGED TO CALVERT FUND THROUGH [DATE]. FOR THE PURPOSES OF THIS EXPENSE
LIMIT, OPERATING EXPENSES DO NOT INCLUDE INTEREST EXPENSE, BROKERAGE
COMMISSIONS, EXTRAORDINARY EXPENSES, TAXES AND CAPITAL ITEMS. CALVERT FUND HAS
AN OFFSET ARRANGEMENT WITH THE CUSTODIAN BANK WHEREBY THE CUSTODIAN AND TRANSFER
AGENT FEES MAY BE PAID INDIRECTLY BY CREDITS ON CALVERT FUND'S UNINVESTED CASH
BALANCES. THESE CREDITS ARE USED TO REDUCE CALVERT FUND'S EXPENSES.
EXAMPLE. THIS EXAMPLE IS INTENDED TO HELP YOU COMPARE THE COST OF INVESTING IN
CALVERT FUND WITH THE COST OF INVESTING IN OTHER MUTUAL FUNDS. THE EXAMPLE
ASSUMES THAT:
- YOU INVEST $10,000 IN CALVERT FUND FOR THE TIME PERIODS INDICATED;
- YOUR INVESTMENT HAS A 5% RETURN EACH YEAR; AND
- CALVERT FUND'S OPERATING EXPENSES REMAIN THE SAME.
ALTHOUGH YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, UNDER THESE ASSUMPTIONS YOUR
COSTS WOULD BE:
FUND (UNAUDITED) 1 YEAR 3 YEARS 5 YEARS 10 YEARS
-----------------
BRIDGEWAY FUND $_____ $_____ $_____ $_____
CALVERT FUND
CLASS A $_____ $_____ $_____ $_____
CLASS I $_____ $_____ $_____ $_____
PRO FORMA
(SURVIVING CALVERT FUND CLASS I) $_____ $_____ $_____ $_____
DISTRIBUTION AND SERVICE FEES. CALVERT FUND HAS ADOPTED A PLAN UNDER RULE 12B-1
OF THE INVESTMENT COMPANY ACT OF 1940 (FOR CLASS A, B AND C ONLY) THAT ALLOWS IT
TO PAY DISTRIBUTION FEES FOR THE SALE AND DISTRIBUTION OF ITS SHARES. THE
DISTRIBUTION PLAN ALSO PAYS SERVICE FEES TO PERSON (SUCH AS YOUR FINANCIAL
PROFESSIONAL) FOR SERVICES PROVIDED TO SHAREHOLDERS. BECAUSE THESE FEES ARE
PAID OUT OF CALVERT FUND'S ASSETS ON AN ONGOING BASIS, OVER TIME, THESE FEES
WILL INCREASE THE COSTS OF YOUR INVESTMENT AND MY COST YOU MORE THAN PAYING
OTHER TYPES OF SALES CHARGES.
THE MAXIMUM ANNUAL PERCENTAGE PAYABLE UNDER CALVERT FUND'S DISTRIBUTION PLAN
TOTALS 0.25%, BASED ON ITS AVERAGE DAILY NET ASSETS.
PERFORMANCE CHARTS
THE BAR CHARTS AND TABLES BELOW SHOW THE PORTFOLIO'S ANNUAL RETURNS AND ITS
LONG-TERM PERFORMANCE. THE INFORMATION PROVIDES SOME INDICATION OF THE RISKS OF
INVESTING IN THE PORTFOLIO BY SHOWING CHANGES IN ITS PERFORMANCE FROM
YEAR-TO-YEAR AND BY SHOWING HOW AVERAGE ANNUAL RETURNS COMPARE WITH THOSE OF A
BROAD MEASURE OF MARKET PERFORMANCE. THE TABLE COMPARES THE PORTFOLIO'S
PERFORMANCE OVER TIME TO THAT OF THE STANDARD & POOR'S 500 INDEX. THIS IS A
WIDELY RECOGNIZED, UNMANAGED INDEX OF COMMON STOCK PRICES. PAST PERFORMANCE
DOES NOT NECESSARILY INDICATE HOW ANY FUND WILL PERFORM IN THE FUTURE.
THE BAR CHART DOES NOT REFLECT ANY SALES CHARGE THAT YOU MAY BE REQUIRED TO PAY
UPON PURCHASE OR REDEMPTION OF THE PORTFOLIO'S SHARES. ANY SALES CHARGE WILL
REDUCE YOUR RETURN. THE AVERAGE TOTAL RETURN TABLE SHOWS RETURNS WITH THE
MAXIMUM SALES CHARGE DEDUCTED. NO SALES CHARGE HAS BEEN APPLIED TO THE INDEX OR
AVERAGE USED FOR COMPARISON IN THE TABLE.
YEAR-BY-YEAR TOTAL RETURN
-------------------------
(CLASS A RETURN AT NAV)
1995 30.27%
----
1996 16.21%
1997 27.51%
1998 37.79%
1999 __.__%
BEST QUARTER (OF PERIODS SHOWN) Q_ '9_ ____%
-------------------------------
WORST QUARTER (OF PERIODS SHOWN) Q_ '9_ ____%
AVERAGE ANNUAL TOTAL RETURNS (AS OF DECEMBER 31, 1999)
(WITH MAXIMUM SALES CHARGE DEDUCTED)
1 YEAR 5 YEAR 10 YEAR
CLASS A ____% ____% N/A
CLASS B N/A N/A N/A
CLASS C N/A N/A N/A
CLASS I N/A N/A N/A
S&P 500 INDEX 21.03% 28.54% N/A
FINANCIAL HIGHLIGHTS
YEAR YEAR YEAR YEAR 8/5/94(A)
ENDED ENDED ENDED ENDED TO
6/30/99 6/30/98 6/30/97 6/30/96 6/30/95
PER SHARE DATA(1)
NET ASSET VALUE, BEGINNING OF PERIOD
$21.14(5) $16.21 $14.68 $11.61 $9.85
INCOME (LOSS) FROM INVESTMENT OPERATIONS(3)
NET INVESTMENT INCOME (LOSS)
(0.14) 0.00 0.03 (0.02) 0.07
NET REALIZED AND UNREALIZED GAIN
5.62 5.57 2.31 3.11 1.70
TOTAL FROM INVESTMENT OPERATIONS
5.48(4) 5.57 2.34 3.09 1.77
LESS DISTRIBUTIONS TO SHAREHOLDERS(6)
NET INVESTMENT INCOME 0.00 (0.01) 0.00 (0.02) (0.01)
NET REALIZED GAINS (0.17) (0.63) (0.81) 0.00 0.00
TOTAL DISTRIBUTIONS(3) (0.17) (0.64) (0.81) (0.02) (0.01)
NET ASSET VALUE, END OF PERIOD
$26.45 $21.14 $16.21 $14.68 $11.61
PORTFOLIO TOTAL RETURN(A)(B)
26.18% 35.30% 16.89% 26.64% 18.92%
S&P 500 INDEX RETURN(B)(C)
22.77% 30.16% 34.70% 26.01% 22.20%
COMPARISON OF INVESTMENT POLICIES
AS NOTED IN THE "SUMMARY" ABOVE, THE INVESTMENT OBJECTIVES OF BOTH THE PORTFOLIO
AND CALVERT FUND ARE IDENTICAL. THE PORTFOLIO AND CALVERT FUND SEEK TO EXCEED
THE STOCK MARKET TOTAL RETURN (PRIMARILY THROUGH CAPITAL APPRECIATION) AT A
LEVEL OF TOTAL RISK ROUGHLY EQUAL TO THAT OF THE STOCK MARKET OVER LONGER
PERIODS OF TIME (THREE YEARS OR MORE). THE S&P 500 INDEX WITH DIVIDENDS
REINVESTED SERVES AS A PROXY FOR "STOCK MARKET" IN THIS OBJECTIVE.
BOTH THE PORTFOLIO AND CALVERT FUND INVEST IN A DIVERSIFIED PORTFOLIO OF COMMON
STOCKS OF COMPANIES WHICH MEET THE FUND'S INVESTMENT AND SOCIAL CRITERIA. WHILE
BOTH HAVE THE FLEXIBILITY TO INVEST IN COMPANIES OF ALL SIZES, TYPICALLY 80% TO
95% OF THE PORTFOLIO WILL INVEST IN LARGE U.S. COMPANIES TRADED ON THE NEW YORK
STOCK EXCHANGE, THE AMERICAN STOCK EXCHANGE AND NASDAQ. THEY ALSO INVEST IN
BOTH VALUE AND GROWTH COMPANIES. BOTH ALSO EMPLOY A SECONDARY PORTFOLIO
STRATEGY OF USING EXCHANGE-TRADED, "TRADITIONAL" STOCK INDEX OPTIONS AND
FUTURES.
BOTH THE PORTFOLIO AND CALVERT FUND ACTIVELY APPLY SOCIAL CRITERIA IN THE
INVESTMENT PROCESS. THE COUNCIL ON ECONOMIC PRIORITIES (CEP) CURRENTLY PROVIDES
THE PORTFOLIO WITH SOCIAL DATA ON 760 COMPANIES. BRIDGEWAY MANAGEMENT THEN
SUPPLEMENTS THIS DATA WITH ITS OWN SOCIAL RESEARCH, WHILE ALSO SURVEYING
SHAREHOLDERS TO DETERMINE PORTFOLIO WEIGHTS OF THE SOCIAL CRITERIA. THE CALVERT
FUND APPLIES SIMILAR SOCIAL CRITERIA, DETAILED FURTHER ON PAGE 3 OF THE
PROSPECTUS, UTILIZING CALVERT'S SOCIAL RESEARCH DEPARTMENT. CALVERT'S IN-HOUSE
SOCIAL RESEARCH EXPERTS THUS CONDUCT THEIR ANALYSIS, USING FOUR KEY SOURCES: (1)
IN-HOUSE FILES ON ALMOST 7,000 COMPANIES WHEREIN CALVERT GATHERS INFORMATION
USING THE LEXIS -NEXIS DATABASE, THE WORLD'S LARGEST NEWS AND BUSINESS
INFORMATION SERVICE AND ALSO SUBSCRIBING TO HUNDREDS OF SPECIALTY PUBLICATIONS,
RANGING FROM INDUSTRY PUBLICATIONS TO SOCIAL RESPONSIBILITY REPORTS; (2)
CONVERSATIONS WITH COMPANY MANAGEMENT AS CALVERT WANTS TO KNOW WHAT CHALLENGES
THEY FACE AND WHAT (IF ANY) INNOVATIVE PROGRAMS THEY HAVE THAT CONTRIBUTE TO
BEST PRACTICES WITHIN THEIR INDUSTRY; (3) DATA FROM U.S. ENVIRONMENTAL AND
SOCIAL REGULATORY AGENCIES: (4) DISCUSSIONS WITH ADVOCACY ORGANIZATIONS SUCH AS
ENVIRONMENTAL GROUPS, CONSUMER GROUPS, LABOR UNIONS, AND HUMAN RIGHTS
ORGANIZATIONS.
CALVERT FUND ALSO PROVIDES SHAREHOLDERS WITH THE ADDITIONAL OPPORTUNITY TO MAKE
CHARITABLE AND VENTURE CAPITAL INVESTMENTS AND THEREBY ALSO REALIZE SIGNIFICANT
SOCIAL RETURN. THROUGH CALVERT FUND'S PARTICIPATION IN THE HIGH SOCIAL IMPACT
INVESTMENTS PROGRAM, UP TO 1% OF THE FUND'S ASSETS ARE TARGETED TO DIRECTLY
SUPPORT THE GROWTH OF COMMUNITY-BASED ORGANIZATIONS FOR THE PURPOSES OF
PROMOTING BUSINESS CREATION, HOUSING DEVELOPMENT, AND ECONOMIC AND SOCIAL
DEVELOPMENT OF URBAN AND RURAL COMMUNITIES. PARTICIPATION IN THE SPECIAL
EQUITIES INVESTMENT PROGRAM, ALLOWS THE CALVERT FUND TO PROMOTE ESPECIALLY
PROMISING APPROACHES TO SOCIAL GOALS THROUGH PRIVATELY PLACED INVESTMENTS. THE
INVESTMENTS ARE GENERALLY VENTURE CAPITAL INVESTMENTS IN SMALL, UNTRIED
ENTERPRISES. BOTH OF THESE PROGRAMS ARE DISCUSSED IN FURTHER DETAIL ON PAGE 9
OF THE PROSPECTUS.
INFORMATION ABOUT THE REORGANIZATION
PLAN OF REORGANIZATION. THE PROPOSED AGREEMENT AND PLAN OF REORGANIZATION (THE
"AGREEMENT" OR "PLAN") PROVIDES THAT CALVERT FUND WILL ACQUIRE ALL THE ASSETS
AND CERTAIN LIABILITIES OF THE SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY
FUND, INC. IN EXCHANGE FOR SHARES OF CALVERT FUND ON THE CLOSING DATE (AS
DEFINED IN SECTION 2(B) OF THE PLAN). A COPY OF THE PLAN IS ATTACHED AS EXHIBIT
A TO THIS PROXY STATEMENT. DISCUSSION OF THE PLAN HEREIN IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO THE PLAN IN EXHIBIT A. THE NUMBER OF FULL AND
FRACTIONAL CALVERT FUND SHARES TO BE ISSUED TO SHAREHOLDERS OF THE PORTFOLIO
WILL EQUAL THE VALUE OF THE SHARES OF THE PORTFOLIO OUTSTANDING IMMEDIATELY
PRIOR TO THE REORGANIZATION. PORTFOLIO SECURITIES OF THE PORTFOLIO WILL BE
VALUED IN ACCORDANCE WITH THE VALUATION PRACTICES OF CALVERT FUND WHICH ARE
DESCRIBED ON PAGE 19 OF THE CALVERT FUND PROSPECTUS AND PAGE 13 OF ITS STATEMENT
OF ADDITIONAL INFORMATION. AT THE TIME OF THE REORGANIZATION, THE PORTFOLIO
WILL PAY ALL OF ITS OBLIGATIONS AND LIABILITIES EXCEPT THOSE SPECIFIED IN THE
PLAN WHICH WILL BE PAID BY CALVERT FUND. THE REORGANIZATION WILL BE ACCOUNTED
FOR BY THE METHOD OF ACCOUNTING COMMONLY USED BY OPEN END INVESTMENT COMPANIES.
AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, THE PORTFOLIO WILL LIQUIDATE AND
DISTRIBUTE PRO RATA TO ITS SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON
THE CLOSING DATE THE FULL AND FRACTIONAL SHARES OF CALVERT FUND AT AN AGGREGATE
NET ASSET VALUE EQUAL TO THE VALUE OF THE SHAREHOLDER'S SHARES IN THE PORTFOLIO
NEXT DETERMINED AFTER THE EFFECTIVE TIME OF THE TRANSACTION. THIS METHOD OF
VALUATION IS ALSO CONSISTENT WITH INTERPRETATIONS OF RULE 22C-1 UNDER THE
INVESTMENT COMPANY ACT OF 1940 BY THE SECURITIES AND EXCHANGE COMMISSION'S
DIVISION OF INVESTMENT MANAGEMENT. SUCH LIQUIDATION AND DISTRIBUTION WILL BE
ACCOMPLISHED BY THE ESTABLISHMENT OF ACCOUNTS ON THE SHARE RECORDS OF THE
PORTFOLIO, REPRESENTING THE RESPECTIVE PRO RATA NUMBER OF FULL AND FRACTIONAL
SHARES OF CALVERT FUND DUE SHAREHOLDERS OF THE PORTFOLIO.
THE CONSUMMATION OF THE PLAN IS SUBJECT TO THE CONDITIONS SET FORTH THEREIN:
SHAREHOLDER APPROVAL. THE PLAN SHALL HAVE BEEN APPROVED BY THE AFFIRMATIVE VOTE
OF THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF CAPITAL STOCK OF THE
PORTFOLIO.
REPRESENTATIONS, WARRANTIES AND, AGREEMENTS. BOTH PARTIES TO THE REORGANIZATION
SHALL HAVE COMPLIED WITH ITS RESPECTIVE RESPONSIBILITIES UNDER THE PLAN, THE
RESPECTIVE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS PLAN SHALL BE TRUE
IN ALL MATERIAL RESPECTS, AND THERE SHALL HAVE BEEN NO MATERIAL ADVERSE CHANGE
IN THE FINANCIAL CONDITION, RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, OR
ASSETS OF EITHER PARTY SINCE DECEMBER 31, 1999. BOTH PARTIES SHALL PRODUCE
CERTIFICATES SATISFACTORY IN FORM AND SUBSTANCE INDICATING THAT IT HAS MET THE
TERMS OF THE PLAN.
REGULATORY APPROVAL. THE REGISTRATION STATEMENT FOR CALVERT FUND SHALL HAVE
BEEN DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION AND NO STOP
ORDERS UNDER THE SECURITIES ACT OF 1933 PERTAINING THERETO SHALL HAVE BEEN
ISSUED; ALL NECESSARY ORDERS OF EXEMPTION UNDER THIS ACT WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED BY THE PLAN SHALL HAVE BEEN GRANTED BY THE SECURITIES
AND EXCHANGE COMMISSION; AND ALL APPROVALS, REGISTRATIONS, AND EXEMPTIONS UNDER
FEDERAL AND STATE LAWS CONSIDERED TO BE NECESSARY SHALL HAVE BEEN OBTAINED.
TAX OPINION. BOTH PARTIES TO THE REORGANIZATION SHALL HAVE RECEIVED OPINIONS OF
COUNSEL, ADDRESSED TO AND IN FORM AND SUBSTANCE SATISFACTORY, AS TO CERTAIN OF
THE FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION UNDER THE INTERNAL
REVENUE CODE TO THE PORTFOLIO AND ITS SHAREHOLDERS. FOR PURPOSES OF RENDERING
ITS OPINION, COUNSEL MAY RELY EXCLUSIVELY AND WITHOUT INDEPENDENT VERIFICATION,
AS TO FACTUAL MATTERS, ON THE STATEMENTS MADE IN THE PLAN, THIS PROXY STATEMENT,
AND ON SUCH OTHER WRITTEN REPRESENTATIONS AS THE PORTFOLIO AND CALVERT FUND,
RESPECTIVELY, WILL HAVE VERIFIED. THE OPINION OF COUNSEL WILL BE TO THE EFFECT
THAT, BASED ON THE FACTS AND ASSUMPTIONS STATED THEREIN, FOR FEDERAL INCOME TAX
PURPOSES:
(I) NEITHER THE PORTFOLIO NOR CALVERT FUND WILL RECOGNIZE ANY GAIN OR LOSS
UPON THE TRANSFER OF THE ASSETS OF THE PORTFOLIO TO AND THE ASSUMPTION OF ITS
LIABILITIES BY CALVERT FUND IN EXCHANGE FOR CALVERT FUND SHARES AND UPON THE
DISTRIBUTION (WHETHER ACTUAL OR CONSTRUCTIVE) OF CALVERT FUND SHARES TO ITS
SHAREHOLDERS IN EXCHANGE FOR THEIR SHARES OF CAPITAL STOCK OF THE PORTFOLIO;
(II) THE SHAREHOLDERS OF THE PORTFOLIO WHO RECEIVE CALVERT FUND SHARES
PURSUANT TO THE REORGANIZATION WILL NOT RECOGNIZE ANY GAIN OR LOSS UPON THE
EXCHANGE (WHETHER ACTUAL OR CONSTRUCTIVE) OF THEIR SHARES OF THE PORTFOLIO FOR
CALVERT FUND SHARES (INCLUDING ANY FRACTIONAL SHARE INTERESTS THEY ARE DEEMED TO
HAVE RECEIVED) PURSUANT TO THE REORGANIZATION;
(III) THE BASIS OF CALVERT FUND SHARES RECEIVED BY PORTFOLIO SHAREHOLDERS
WILL BE THE SAME AS THE BASIS OF THE SHARES OF CAPITAL STOCK OF THE PORTFOLIO
SURRENDERED IN THE EXCHANGE; AND
(IV) THE BASIS OF THE PORTFOLIO'S ASSETS ACQUIRED BY CALVERT FUND WILL BE
THE SAME AS THE BASIS OF SUCH ASSETS TO THE PORTFOLIO IMMEDIATELY PRIOR TO THE
REORGANIZATION.
THE PLAN MAY BE TERMINATED AND THE REORGANIZATION ABANDONED AT ANY TIME BEFORE
OR AFTER APPROVAL BY PORTFOLIO SHAREHOLDERS, PRIOR TO THE CLOSING DATE BY MUTUAL
CONSENT OF THE PARTIES, OR BY EITHER, IF ANY CONDITION SET FORTH IN THE PLAN HAS
NOT BEEN FULFILLED OR IS WAIVED BY THE PARTY ENTITLED TO ITS BENEFITS. IN
ACCORDANCE WITH THE PLAN, THE PORTFOLIO AND CALVERT FUND WILL BE RESPONSIBLE FOR
PAYMENT OF THEIR PRO RATA EXPENSES INCURRED IN CONNECTION WITH THE
REORGANIZATION.
DESCRIPTION OF CALVERT FUND SHARES. FULL AND FRACTIONAL SHARES OF CALVERT FUND
WILL BE ISSUED TO EACH SHAREHOLDER IN ACCORDANCE WITH THE PROCEDURES UNDER THE
PLAN AS DESCRIBED ABOVE. EACH SHARE WILL BE FULLY PAID AND NON ASSESSABLE WHEN
ISSUED AND TRANSFERABLE WITHOUT RESTRICTIONS AND WILL HAVE NO PREEMPTIVE OR
CONVERSION RIGHTS.
FEDERAL INCOME TAX CONSEQUENCES. THE PLAN IS A TAX-FREE REORGANIZATION PURSUANT
TO SECTION 368(A)(1)(C) OF THE CODE. THE PLAN IS CONDITIONED UPON THE ISSUANCE
OF AN OPINION BY OUTSIDE COUNSEL TO THE PORTFOLIO AND CALVERT FUND, TO THE
EFFECT THAT, ON THE BASIS OF THE EXISTING PROVISIONS OF THE CODE, CURRENT
ADMINISTRATIVE RULES AND COURT DECISIONS, FOR FEDERAL INCOME TAX PURPOSES: (1)
NO GAIN OR LOSS WILL BE RECOGNIZED BY THE PORTFOLIO UPON THE TRANSFER OF ASSETS
TO AND ASSUMPTION OF CERTAIN OF ITS LIABILITIES IN EXCHANGE FOR CALVERT FUND
SHARES (SECTION 1032(A)); (2) THE BASIS AND HOLDING PERIOD IMMEDIATELY AFTER THE
REORGANIZATION FOR CALVERT FUND SHAREHOLDERS WILL BE SAME AS THE BASIS AND
HOLDING PERIOD OF THE PORTFOLIO SHARES HELD IMMEDIATELY PRIOR TO THE EXCHANGE
(SECTION 354, 356); AND (3) THE BASIS AND HOLDING PERIOD OF SUCH PORTFOLIO
ASSETS ACQUIRED BY CALVERT FUND WILL BE THE SAME AS THE BASIS AND HOLDING PERIOD
OF SUCH ASSETS OF THE PORTFOLIO IMMEDIATELY PRIOR TO THE REORGANIZATION (SECTION
362 (B), 1223(2)).
OPINIONS OF COUNSEL ARE NOT BINDING ON THE INTERNAL REVENUE SERVICE OR THE
COURTS. IF THE REORGANIZATION IS CONSUMMATED BUT DOES NOT QUALIFY AS A TAX-FREE
REORGANIZATION UNDER THE CODE, THE CONSEQUENCES DESCRIBED ABOVE WOULD NOT BE
APPLICABLE. SHAREHOLDER OF THE PORTFOLIO SHOULD CONSULT THEIR TAX ADVISORS
REGARDING THE EFFECT, IF ANY, OF THE PROPOSED REORGANIZATION IN LIGHT OF THEIR
INDIVIDUAL CIRCUMSTANCES. SINCE THE FOREGOING DISCUSSION RELATES ONLY TO THE
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION, SHAREHOLDERS OF THE
PORTFOLIO SHOULD ALSO CONSULT THEIR TAX ADVISORS AS TO THE STATE AND LOCAL TAX
CONSEQUENCES, IF ANY OF THE REORGANIZATION.
CAPITALIZATION. THE FOLLOWING TABLE SHOWS THE CAPITALIZATION OF THE PORTFOLIO
AS OF (RECORD DATE) AND ON A PRO FORMA BASIS THE CAPITALIZATION OF CALVERT FUND
AS OF THE DATE OF PROPOSED ACQUISITION OF ASSETS AT NET ASSET VALUE.
PRO FORMA
(SURVIVING
BRIDGEWAY CALVERT CALVERT)*
NET ASSET VALUE PER SHARE $____ $____ $____
SHARES OUTSTANDING $____ $____ $____
*THE PRO FORMA COMBINED NET ASSETS DOES NOT REFLECT ADJUSTMENTS WITH RESPECT TO
DISTRIBUTIONS PRIOR TO THE REORGANIZATION. THE ACTUAL EXCHANGE RATIO WILL BE
DETERMINED BASED ON THE RELATIVE NET ASSET VALUE PER SHARE ON THE ACQUISITION
DATE.
COMPARATIVE INFORMATION ON SHAREHOLDER RIGHTS
THE PORTFOLIO IS A SERIES OF BRIDGEWAY FUND, INC., A MARYLAND CORPORATION.
CALVERT FUND IS A SERIES OF CALVERT IMPACT FUND INC. WHICH IS ALSO A MARYLAND
CORPORATION. CONSEQUENTLY, IT IS NOT ANTICIPATED THAT THERE ARE ANY SIGNIFICANT
DIFFERENCES BETWEEN THE RIGHTS OF SHAREHOLDERS OF THE PORTFOLIO AND CALVERT
FUND.
INFORMATION ABOUT THE FUNDS
INFORMATION ABOUT THE PORTFOLIO IS INCLUDED IN THE BRIDGEWAY FUND, INC.
PROSPECTUS WHICH ALL SHAREHOLDERS HAVE RECEIVED. FURTHER INFORMATION IS
INCLUDED IN THAT FUND'S STATEMENT OF ADDITIONAL INFORMATION. BOTH THAT
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION ARE HEREBY INCORPORATED BY
REFERENCE AND ARE DATED OCTOBER 31, 1999. YOU MAY OBTAIN ADDITIONAL COPIES BY
CALLING OR WRITING BRIDGEWAY FUND, INC. AT THE ADDRESS AND PHONE NUMBER
APPEARING BELOW. INFORMATION ABOUT CALVERT FUND IS INCLUDED IN THAT FUND'S
PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION WHICH APPEAR AS PART OF THIS
PROSPECTUS AND PROXY STATEMENT. QUARTERLY, SEMI ANNUAL AND ANNUAL REPORT OF
BRIDGEWAY FUND ARE ALSO AVAILABLE BY WRITING THE FUND AT 5615 KIRBY DRIVE, SUITE
518, HOUSTON, TEXAS 77005-2448 OR BY CALLING THE FUND'S OFFICE AT (800)
661-3550. BRIDGEWAY FUND AND CALVERT FUND ARE SUBJECT TO THE INFORMATIONAL
REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED ("THE 1940 ACT"), AND IN ACCORDANCE
THEREWITH, FILE PROXY MATERIAL, REPORTS AND OTHER INFORMATION WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE REPORTS MAY BE INSPECTED AND COPIED
AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SECURITIES AND EXCHANGE
COMMISSION AT 450 FIFTH STREET, N.W., WASHINGTON, D.C. 20549. COPIES OF THE
MATERIAL MAY ALSO BE OBTAINED FROM THE OFFICE OF CONSUMER AFFAIRS AND
INFORMATION SERVICES OF THE SECURITIES AND EXCHANGE COMMISSION AT PRESCRIBED
RATES. IN ADDITION, THE SECURITIES AND EXCHANGE COMMISSION MAINTAINS A WEB SIT
(HTTP://WWW.SEC.GOV) THAT CONTAINS REPORTS, OTHER INFORMATION AND PROXY
STATEMENTS FILED BY BRIDGEWAY AND CALVERT ON BEHALF OF THE FUNDS THAT THEY
MANAGE.
OTHER BUSINESS
THE DIRECTORS OF BRIDGEWAY FUND, INC. DO NOT INTEND TO PRESENT ANY OTHER
BUSINESS AT THE MEETING. IF, HOWEVER, ANY OTHER MATTERS ARE PROPERLY BROUGHT
BEFORE THE MEETING, THE PERSONS NAMED IN THE ACCOMPANYING FORM OF PROXY WILL
VOTE THEREON IN ACCORDANCE WITH THEIR JUDGMENT.
VOTING INFORMATION
PROXIES FROM THE SHAREHOLDERS OF THE PORTFOLIO ARE BEING SOLICITED BY THE
DIRECTORS AND OFFICERS OF BRIDGEWAY FUND, INC. FOR THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD IN THE CONFERENCE ROOM OF BRIDGEWAY FUND, INC., 5615
KIRBY DRIVE, SUITE 518, HOUSTON, TEXAS 77005 OR AT SUCH LATER TIME OR DATE MADE
NECESSARY BY ADJOURNMENT. A PROXY MAY BE REVOKED AT ANY TIME BEFORE HE MEETING
OR DURING THE MEETING BY ORAL OR WRITTEN NOTICE TO JOANNA SCHIMA, SECRETARY OF
BRIDGEWAY FUND, INC. UNLESS REVOKED, ALL VALID PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE SPECIFICATION THEREON OR, IN THE ABSENCE OF SPECIFICATION,
FOR APPROVAL OF THE PLAN. ABSTENTIONS AND BROKER NON-VOTES WILL BE COUNTED AS
SHARES PRESENT FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS PRESENT, BUT WILL
NOT BE VOTED FOR OR AGAINST ANY ADJOURNMENT OR PROPOSAL. ACCORDINGLY,
ABSTENTIONS AND BROKER NON-VOTES EFFECTIVELY WILL BE A VOTE AGAINST ADJOURNMENT
OR AGAINST ANY PROPOSAL WHERE THE REQUIRED VOTE IS A PERCENTAGE OF THE SHARES
PRESENT.
PROXIES ARE SOLICITED BY MAIL. ADDITIONAL SOLICITATIONS MAY BE MADE BY
TELEPHONE, COMPUTER COMMUNICATIONS, FACSIMILE OR OTHER SUCH MEANS, OR BY
PERSONAL CONTACT BY OFFICERS OR EMPLOYEES OF BRIDGEWAY FUND, INC. OR BY PROXY
SOLICITING FIRMS RETAINED FOR THIS PURPOSE. A MAJORITY OF VOTE OF THE PORTFOLIO
SHARES ARE REQUIRED TO HAVE A QUORUM AT THE MEETING. IN ADDITION, SINCE A VOTE
OF 2/3 OF THE OUTSTANDING SHARES ARE NECESSARY TO PASS THE PROPOSAL BEFORE
PORTFOLIO SHAREHOLDERS, MANAGEMENT RECOMMENDS THAT SHAREHOLDERS VOTE TO APPROVE
THE PLAN BEFORE THEM.
SHAREHOLDERS OF THE PORTFOLIO OF RECORD AT THE CLOSE OF BUSINESS ON (RECORD
DATE) (THE "RECORD DATE") ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE SPECIAL
MEETING OR ANY ADJOURNMENT THEREOF, SHAREHOLDERS ARE ENTITLED TO ONE VOTE FOR
EACH SHARE HELD. AS THE (RECORD DATE), AS SHOWN ON THE BOOKS OF THE PORTFOLIO,
THERE WERE ISSUED AND OUTSTANDING ____________ SHARES OF THE PORTFOLIO. THE
VOTES OF THE SHAREHOLDERS OF CALVERT FUND ARE NOT BEING SOLICITED SINCE THEIR
APPROVAL OR CONSENT IS NOT NECESSARY FOR THIS TRANSACTION.
AS OF (DATE), THE OFFICERS AND DIRECTORS OF BRIDGEWAY FUND, INC. AS A GROUP
BENEFICIALLY OWNED LESS THAN 1% OF THE OUTSTANDING SHARES OF THE PORTFOLIO.
AS OF THE (RECORD DATE) THE FOLLOWING PERSONS OWNED OF RECORD 5% OR MORE OF THE
SHARES OF THE PORTFOLIO.
NAMES AND ADDRESS NO. OF SHARES OWNED % OF PORTFOLIO SHARES
[TO BE PROVIDED]
ADJOURNMENT
IN THE EVENT THAT SUFFICIENT VOTES IN FAVOR OF THE PROPOSALS SET FORTH IN THE
NOTICE OF MEETING AND PROXY STATEMENT ARE NOT RECEIVED BY THE TIME SCHEDULED FOR
THE MEETING, THE PERSONS NAMED AS PROXIES MAY MOVE ONE OR MORE ADJOURNMENTS OF
THE MEETING TO PERMIT FURTHER SOLICITATION OF PROXIES WITH RESPECT TO ANY SUCH
PROPOSALS. ANY SUCH ADJOURNMENT WILL REQUIRE THE AFFIRMATIVE VOTE OF A MAJORITY
OF THE SHARES PRESENT AT THE MEETING. THE PERSONS NAMED AS PROXIES WILL VOTE IN
FAVOR OF SUCH ADJOURNMENT THOSE SHARES THAT THEY ARE ENTITLED TO VOTE WHICH HAVE
VOTED IN FAVOR OF SUCH PROPOSALS. THEY WILL VOTE AGAINST ANY SUCH ADJOURNMENT
THOSE PROXIES THAT HAVE VOTED AGAINST ANY SUCH PROPOSALS.
SHAREHOLDER PROPOSALS FOR FUTURE MEETINGS OF SHAREHOLDERS
SINCE THERE ARE NOT ANNUAL OR FURTHER SPECIAL MEETINGS OF SHAREHOLDERS OF THE
PORTFOLIO PLANNED UNLESS REQUIRED BY APPLICABLE LAW OR CALLED BY THE BOARDS OF
DIRECTORS, SHAREHOLDERS WISHING TO SUBMIT PROPOSALS THAT ARE INTENDED TO BE
PRESENTED AT ANY SUCH FUTURE SHAREHOLDER MEETING, SHOULD SUBMIT THE PROPOSAL(S)
IN WRITING TO THE SECRETARY OF BRIDGEWAY FUND, INC., 5615 KIRBY DRIVE, SUITE
518, HOUSTON, TEXAS 77005-2448. SHAREHOLDER PROPOSALS SHOULD BE RECEIVED IN A
REASONABLE TIME BEFORE THE SOLICITATION IS MADE.
SUBMISSION OF PROPOSALS BY SHAREHOLDERS DOES NOT GUARANTEE ITS INCLUSION IN A
PROXY STATEMENT SINCE APPLICABLE STATE OR FEDERAL RULES APPLY. THE PORTFOLIO IS
NOT OBLIGATED TO CALL A SHAREHOLDERS MEETING TO CONSIDER ANY PROPOSAL WHICH IS
SUBSTANTIALLY THE SAME AS A MATTER VOTED UPON BY THE SHAREHOLDERS DURING THE
PRECEDING TWELVE MONTHS, UNLESS REQUESTED BY HOLDERS OF A MAJORITY OF ALL SHARES
ENTITLED TO BE VOTED AT SUCH MEETING.
BY ORDER OF THE DIRECTORS
JOANNA SCHIMA
SECRETARY
THE DIRECTORS OF BRIDGEWAY FUND, INC., INCLUDING THE INDEPENDENT DIRECTORS
RECOMMEND, A VOTE FOR APPROVAL OF THE PLAN.
<PAGE>
THE SOCIAL RESPONSIBILITY PORTFOLIO OF BRIDGEWAY FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THE UNDERSIGNED, REVOKING PREVIOUS PROXIES, HEREBY APPOINTS(S) DAVID ARNOLD AND
MONIKA HENDERSEN, ATTORNEYS, WITH FULL POWER OF SUBSTITUTION TO VOTE ALL SHARES
OF BRIDGEWAY FUND, INC. REPRESENTING THE SHARES OF ITS SOCIAL RESPONSIBILITY
PORTFOLIO THAT THE UNDERSIGNED IS ENTITLED TO VOTE AT THE SPECIAL MEETING OF
SHAREHOLDERS TO BE HELD IN THE CONFERENCE ROOM OF BRIDGEWAY FUND, INC., 5615
KIRBY DRIVE, SUITE 518, HOUSTON TEXAS, 77005-2448 ON FRIDAY OCTOBER 20, 2000, AT
10:00 A.M. AND AT ANY ADJOURNMENT THEREOF. ALL POWERS MAY BE EXERCISED BY A
MAJORITY OF THE PROXY HOLDERS OR SUBSTITUTES VOTING OR ACTING OR, IF ONLY ONE
VOTES AND ACTS, THEN BY THAT ONE. THIS PROXY SHALL BE VOTED ON THE PROPOSAL
DESCRIBED IN THE PROXY STATEMENT. RECEIPT OF THE NOTICE OF THE MEETING AND
ACCOMPANYING PROXY STATEMENT IS HEREBY ACKNOWLEDGED.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS ON THIS PROXY. WHEN SIGNING IN A
FIDUCIARY CAPACITY, SUCH AS EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC.,
PLEASE SO INDICATE. CORPORATE AND PARTNERSHIP PROXIES SHOULD BE SIGNED BY AN
AUTHORIZED PERSON INDICATING THE PERSON'S TITLE.
DATE:____________________________,2000
_____________________________________
_____________________________________
SIGNATURE(S) (TITLE (S), IF APPLICABLE
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE
<PAGE>
PLEASE REFER TO THE PROXY STATEMENT DISCUSSION ON THIS MATTER.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE PROPOSAL.
AS TO ANY OTHER MATTER, SAID ATTORNEYS SHALL VOTE IN ACCORDANCE WITH THEIR BEST
JUDGMENT.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
1. TO ACT UPON A PROPOSAL TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION
WHEREBY CALVERT LARGE CAP GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC.
WILL (I) ACQUIRE ALL OF THE ASSETS OF THE SOCIAL RESPONSIBILITY PORTFOLIO OF
BRIDGEWAY FUND, INC., AND (II) ASSUME CERTAIN IDENTIFIED LIABILITIES OF THE
ABOVE NAMED FUND AS SUBSTANTIALLY DISCUSSED IN THE ACCOMPANYING PROSPECTUS AND
PROXY STATEMENT.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. TO TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE SPECIAL
MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF.
<PAGE>
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF _______________, 2000, IS
BETWEEN BRIDGEWAY SOCIAL RESPONSIBILITY PORTFOLIO ("BSRP") AND THE CALVERT LARGE
CAP GROWTH FUND ("LARGE CAP GROWTH FUND"). BSRP IS A SERIES OF BRIDEGWAY FUND,
INC. ("BRIDGEWAY") AND CALVERT IS A SERIES OF CALVERT IMPACT FUND, INC.
("CALVERT").
IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED IN THIS AGREEMENT, THE PARTIES
AGREE AS FOLLOWS:
1. SHAREHOLDER APPROVAL
APPROVAL BY SHAREHOLDERS. A MEETING OF THE SHAREHOLDERS OF BSRP SHALL BE CALLED
AND HELD FOR THE PURPOSE OF ACTING ON AND AUTHORIZING THE TRANSACTIONS
CONTEMPLATED IN THIS AGREEMENT AND PLAN OF REORGANIZATION (THE "AGREEMENT" OR
"PLAN"). LARGE CAP GROWTH FUND SHALL FURNISH TO BSRP SUCH DATA AND INFORMATION
AS SHALL BE REASONABLY REQUESTED BY BSRP FOR INCLUSION IN THE INFORMATION TO BE
FURNISHED TO ITS SHAREHOLDERS IN CONNECTION WITH THE MEETING.
2. REORGANIZATION
(a) PLAN OF REORGANIZATION. BSRP WILL CONVEY, TRANSFER, AND DELIVER TO
LARGE CAP GROWTH FUND ALL OF THE THEN-EXISTING ASSETS OF BSRP AT THE CLOSING
PROVIDED FOR IN SECTION 2(B) OF THIS AGREEMENT (THE "CLOSING"). IN
CONSIDERATION THEREOF, LARGE CAP GROWTH FUND AGREES AT THE CLOSING:
(I) TO DELIVER TO BSRP IN EXCHANGE FOR THE ASSETS THE NUMBER OF FULL AND
FRACTIONAL SHARES OF COMMON STOCK OF LARGE CAP GROWTH FUND ("LARGE CAP GROWTH
FUND SHARES") TO BE DETERMINED AS FOLLOWS:
IN ACCORDANCE WITH SECTION 3 OF THIS AGREEMENT, THE NUMBER OF SHARES SHALL BE
DETERMINED BY DIVIDING THE PER SHARE NET ASSET VALUE OF BSRP SHARES (ROUNDED TO
THE NEAREST MILLION) BY THE NET ASSET VALUE PER SHARE OF LARGE CAP GROWTH FUND
(ROUNDED TO THE NEAREST MILLION) AND MULTIPLYING THE QUOTIENT BY THE NUMBER OF
OUTSTANDING SHARES OF BSRP AS OF THE CLOSE OF BUSINESS ON THE CLOSING DATE. IT
IS EXPRESSLY AGREED THAT THERE WILL BE NO SALES CHARGE TO BSRP, OR TO ANY OF THE
SHAREHOLDERS OF BSRP UPON DISTRIBUTION OF LARGE CAP GROWTH FUND SHARES TO THEM;
AND
(II) NOT TO ASSUME ANY OF BSRP'S OBLIGATIONS AND LIABILITIES (EXCEPT PAYMENT
FOR UNSETTLED TRADES), WHETHER ABSOLUTE, ACCRUED, CONTINGENT, OR OTHERWISE.
(b) CLOSING AND EFFECTIVE TIME OF THE REORGANIZATION. THE CLOSING SHALL
OCCUR AT THE EFFECTIVE TIME OF THE REORGANIZATION, WHICH SHALL BE EITHER:
(i) THE LATER OF RECEIPT OF ALL NECESSARY REGULATORY APPROVALS AND THE FINAL
ADJOURNMENT OF THE MEETING OF SHAREHOLDERS OF BSRP AT WHICH THE PLAN WILL BE
CONSIDERED, OR
(ii) SUCH LATER DATE AS THE PARTIES MAY MUTUALLY AGREE.
3. VALUATION OF NET ASSETS
(a) THE VALUE OF BSRP'S NET ASSETS TO BE TRANSFERRED TO LARGE CAP GROWTH
FUND UNDER THIS AGREEMENT SHALL BE COMPUTED AS OF THE CLOSE OF BUSINESS ON THE
BUSINESS DAY IMMEDIATELY PRECEDING THE CLOSING DATE (HEREINAFTER THE "VALUATION
DATE") USING THE VALUATION PROCEDURES AS SET FORTH IN LARGE CAP GROWTH FUND'S
PROSPECTUS.
(b) THE NET ASSET VALUE PER SHARE OF LARGE CAP GROWTH FUND SHARES FOR
PURPOSES OF SECTION 2 OF THIS AGREEMENT SHALL BE DETERMINED AS OF THE CLOSE OF
BUSINESS ON THE VALUATION DATE BY LARGE CAP GROWTH FUND'S CONTROLLER USING THE
SAME VALUATION PROCEDURES AS SET FORTH IN LARGE CAP GROWTH FUND'S PROSPECTUS.
(c) A COPY OF THE COMPUTATION SHOWING IN REASONABLE DETAIL THE VALUATION OF
BSRP'S NET ASSETS TO BE TRANSFERRED TO LARGE CAP GROWTH FUND PURSUANT TO SECTION
2 OF THIS AGREEMENT, CERTIFIED BY THE CHIEF FINANCIAL OFFICER OF BSRP, SHALL BE
FURNISHED BY BSRP TO LARGE CAP GROWTH FUND AT THE CLOSING. A COPY OF THE
COMPUTATION SHOWING IN REASONABLE DETAIL THE DETERMINATION OF THE NET ASSET
VALUE PER SHARE OF LARGE CAP GROWTH FUND SHARES PURSUANT TO SECTION 2 OF THIS
AGREEMENT, CERTIFIED BY THE CONTROLLER OF LARGE CAP GROWTH FUND, SHALL BE
FURNISHED BY LARGE CAP GROWTH FUND TO BSRP AT THE CLOSING.
4. LIQUIDATION AND DISSOLUTION
(A) AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, BSRP WILL DISTRIBUTE PRO
RATA TO THE BSRP SHAREHOLDERS OF RECORD AS OF THE CLOSE OF BUSINESS ON THE
CLOSING DATE THE SHARES OF LARGE CAP GROWTH FUND RECEIVED BY BSRP PURSUANT TO
THIS SECTION. SUCH LIQUIDATION AND DISTRIBUTION WILL BE ACCOMPANIED BY THE
ESTABLISHMENT OF SHAREHOLDER ACCOUNTS ON THE SHARE RECORDS OF LARGE CAP GROWTH
FUND IN THE NAMES OF EACH SUCH SHAREHOLDER OF BSRP, REPRESENTING THE RESPECTIVE
PRO RATA NUMBER OF FULL SHARES AND FRACTIONAL INTERESTS IN SHARES OF LARGE CAP
GROWTH FUND DUE TO EACH. NO SUCH SHAREHOLDER ACCOUNTS SHALL BE ESTABLISHED BY
LARGE CAP GROWTH FUND OR ITS TRANSFER AGENT FOR LARGE CAP GROWTH FUND EXCEPT
PURSUANT TO WRITTEN INSTRUCTIONS FROM BSRP, AND BSRP AGREES TO PROVIDE ON THE
CLOSING DATE INSTRUCTIONS TO TRANSFER TO A SHAREHOLDER ACCOUNT FOR EACH FORMER
BSRP SHAREHOLDER A PRO RATA SHARE OF THE NUMBER OF SHARES OF LARGE CAP GROWTH
FUND RECEIVED PURSUANT TO SECTION 2(A) OF THIS AGREEMENT.
(B) PROMPTLY AFTER THE DISTRIBUTION DESCRIBED IN SECTION 4(A) ABOVE,
APPROPRIATE NOTIFICATION WILL BE MAILED BY LARGE CAP GROWTH FUND OR ITS TRANSFER
AGENT TO EACH SHAREHOLDER OF BSRP RECEIVING SUCH DISTRIBUTION OF SHARES OF LARGE
CAP GROWTH FUND INFORMING SUCH SHAREHOLDER OF THE NUMBER OF SUCH SHARES
DISTRIBUTED TO SUCH SHAREHOLDER AND CONFIRMING THE REGISTRATION THEREOF IN SUCH
SHAREHOLDER'S NAME.
(C) SHARE CERTIFICATES REPRESENTING HOLDINGS OF SHARES OF LARGE CAP GROWTH
FUND SHALL NOT BE ISSUED UNLESS REQUESTED BY THE SHAREHOLDER AND, IF SUCH A
REQUEST IS MADE, SHARE CERTIFICATES OF LARGE CAP GROWTH FUND WILL BE ISSUED ONLY
FOR FULL SHARES OF LARGE CAP GROWTH FUND AND ANY FRACTIONAL INTERESTS IN SHARES
SHALL BE CREDITED IN THE SHAREHOLDER'S ACCOUNT WITH LARGE CAP GROWTH FUND.
(D) AS PROMPTLY AS IS PRACTICABLE AFTER THE LIQUIDATION OF BSRP, AND IN NO
EVENT LATER THAN 12 MONTHS FROM THE DATE OF THIS AGREEMENT, BSRP SHALL BE
TERMINATED PURSUANT TO THE PROVISIONS OF THE PLAN AND CALVERT'S ARTICLES OF
INCORPORATION.
(E) IMMEDIATELY AFTER THE CLOSING DATE, THE SHARE TRANSFER BOOKS OF BSRP
SHALL BE CLOSED AND NO TRANSFER OF SHARES SHALL THEREAFTER BE MADE ON THOSE
BOOKS.
5. ARTICLES AND BY-LAWS
(a) ARTICLES OF INCORPORATION. THE ARTICLES OF INCORPORATION OF CALVERT,
WHICH GOVERN ITS SERIES, LARGE CAP GROWTH FUND, AS IN EFFECT IMMEDIATELY PRIOR
TO THE EFFECTIVE TIME OF THE REORGANIZATION SHALL CONTINUE TO BE THE ARTICLES OF
INCORPORATION UNTIL AMENDED AS PROVIDED BY LAW.
(b) BY-LAWS. THE BY-LAWS OF CALVERT, WHICH GOVERN ITS SERIES, LARGE CAP
GROWTH FUND, IN EFFECT AT THE EFFECTIVE TIME OF THE REORGANIZATION SHALL
CONTINUE TO BE THE BY-LAWS UNTIL THE SAME SHALL THEREAFTER BE ALTERED, AMENDED,
OR REPEALED IN ACCORDANCE WITH THE TRUST INDENTURE OR SAID BY-LAWS.
6. REPRESENTATIONS AND WARRANTIES OF CALVERT FUND
(A) ORGANIZATION, EXISTENCE, ETC. LARGE CAP GROWTH FUND IS A DULY ORGANIZED
SERIES OF CALVERT, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATE OF MARYLAND, AND HAS THE POWER TO CARRY ON ITS BUSINESS AS IT IS NOW BEING
CONDUCTED. CURRENTLY, LARGE CAP GROWTH FUND IS NOT QUALIFIED TO DO BUSINESS AS
A FOREIGN CORPORATION UNDER THE LAWS OF ANY JURISDICTION. LARGE CAP GROWTH FUND
HAS ALL NECESSARY FEDERAL, STATE AND LOCAL AUTHORIZATION TO OWN ALL OF ITS
PROPERTIES AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(B) REGISTRATION AS INVESTMENT COMPANY. CALVERT, OF WHICH LARGE CAP GROWTH
FUND IS A SERIES, IS REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE
"ACT") AS AN OPEN-END DIVERSIFIED MANAGEMENT INVESTMENT COMPANY. ITS
REGISTRATION HAS NOT BEEN REVOKED OR RESCINDED AND IS IN FULL FORCE AND EFFECT.
(C) CAPITALIZATION. LARGE CAP GROWTH FUND HAS AN UNLIMITED NUMBER OF SHARES
OF BENEFICIAL INTEREST, NO PAR VALUE, OF WHICH AS OF [DATE], [# OF SHARES] WERE
OUTSTANDING, AND NO SHARES WERE HELD IN THE TREASURY OF LARGE CAP GROWTH FUND.
ALL OF THE OUTSTANDING SHARES OF LARGE CAP GROWTH FUND HAVE BEEN DULY AUTHORIZED
AND ARE VALIDLY ISSUED, FULLY PAID, AND NON-ASSESSABLE. SINCE LARGE CAP GROWTH
FUND IS A SERIES OF AN OPEN-END INVESTMENT COMPANY ENGAGED IN THE CONTINUOUS
OFFERING AND REDEMPTION OF ITS SHARES, THE NUMBER OF OUTSTANDING SHARES MAY
CHANGE PRIOR TO THE EFFECTIVE TIME OF THE REORGANIZATION.
(D) SHARES TO BE ISSUED UPON REORGANIZATION. LARGE CAP GROWTH FUND SHARES
TO BE ISSUED IN CONNECTION WITH THE REORGANIZATION HAVE BEEN DULY AUTHORIZED AND
UPON CONSUMMATION OF THE REORGANIZATION WILL BE VALIDLY ISSUED, FULLY PAID AND
NON-ASSESSABLE.
(E) AUTHORITY RELATIVE TO THIS AGREEMENT. CALVERT HAS THE POWER TO ENTER
INTO THE PLAN ON BEHALF OF ITS SERIES LARGE CAP GROWTH FUND AND TO CARRY OUT ITS
OBLIGATIONS UNDER THIS AGREEMENT. THE EXECUTION AND DELIVERY OF THE PLAN AND
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HAVE BEEN DULY AUTHORIZED BY
THE BOARD OF DIRECTORS OF CALVERT AND NO OTHER PROCEEDINGS BY CALVERT ARE
NECESSARY TO AUTHORIZE ITS OFFICERS TO EFFECTUATE THE PLAN AND THE TRANSACTIONS
CONTEMPLATED. LARGE CAP GROWTH FUND IS NOT A PARTY TO OR OBLIGATED UNDER ANY
CHARTER, BY-LAW, INDENTURE, OR CONTRACT PROVISION OR ANY OTHER COMMITMENT OR
OBLIGATION, OR SUBJECT TO ANY ORDER OR DECREE WHICH WOULD BE VIOLATED BY ITS
EXECUTING AND CARRYING OUT THE PLAN.
(F) LIABILITIES. THERE ARE NO LIABILITIES OF CALVERT ON BEHALF OF ITS
SERIES LARGE CAP GROWTH FUND, WHETHER OR NOT DETERMINED OR DETERMINABLE, OTHER
THAN LIABILITIES DISCLOSED OR PROVIDED FOR IN LARGE CAP GROWTH FUND FINANCIAL
STATEMENTS AND LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS
SUBSEQUENT TO [DATE] OR OTHERWISE PREVIOUSLY DISCLOSED TO BSRP, NONE OF WHICH
HAS BEEN MATERIALLY ADVERSE TO THE BUSINESS, ASSETS OR RESULTS OF OPERATIONS OF
LARGE CAP GROWTH FUND.
(G) LITIGATION. TO THE KNOWLEDGE OF LARGE CAP GROWTH FUND THERE ARE NO
CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS, PENDING OR THREATENED, WHICH WOULD
ADVERSELY AFFECT LARGE CAP GROWTH FUND OR ITS ASSETS OR BUSINESS, OR WHICH WOULD
PREVENT OR HINDER CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
(H) CONTRACTS. EXCEPT FOR CONTRACTS AND AGREEMENTS PREVIOUSLY DISCLOSED TO
BSRP UNDER WHICH NO DEFAULT EXISTS, LARGE CAP GROWTH FUND IS NOT A PARTY TO OR
SUBJECT TO ANY MATERIAL CONTRACT, DEBT INSTRUMENT, PLAN, LEASE, FRANCHISE,
LICENSE, OR PERMIT OF ANY KIND OR NATURE WHATSOEVER.
(I) REGISTRATION STATEMENT. LARGE CAP GROWTH FUND SHALL HAVE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ("SECURITIES ACT") RELATING TO THE SHARES OF
CAPITAL STOCK OF LARGE CAP GROWTH FUND ISSUABLE UNDER THIS AGREEMENT. AT THE
TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE, THE REGISTRATION STATEMENT:
(i) WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS OF THE COMMISSION THEREUNDER (THE
"REGULATIONS"), AND
(ii) WILL NOT CONTAIN AN UNTRUE STATEMENT OF MATERIAL FACT OR OMIT TO STATE
A MATERIAL ACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS
THEREIN NOT MISLEADING.
FURTHER, AT THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE, AT THE
TIME OF THE SHAREHOLDERS' MEETING REFERRED TO IN SECTION 1, AND AT THE EFFECTIVE
TIME OF THE REORGANIZATION, THE PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION INCLUDED THEREIN, AS AMENDED OR SUPPLEMENTED BY ANY AMENDMENTS OR
SUPPLEMENTS FILED BY LARGE CAP GROWTH FUND, WILL NOT CONTAIN AN UNTRUE STATEMENT
OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE
STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT NONE OF THE REPRESENTATIONS AND
WARRANTIES IN THIS SUBSECTION SHALL APPLY TO STATEMENTS IN OR OMISSIONS FROM THE
REGISTRATION STATEMENT OR PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION
MADE IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED BY BSRP FOR
USE IN THE REGISTRATION STATEMENT OR PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION AS PROVIDED IN SECTION 7(K).
7. REPRESENTATIONS AND WARRANTIES OF BRIDGEWAY FUND
(A) ORGANIZATION, EXISTENCE, ETC. BSRP IS A DULY ORGANIZED SERIES OF
BRIDEGWAY, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MARYLAND, AND HAS POWER TO CARRY ON ITS BUSINESS AS IT IS NOW BEING CONDUCTED.
CURRENTLY, BSRP IS NOT QUALIFIED TO DO BUSINESS AS A FOREIGN CORPORATION UNDER
THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF TEXAS. BSRP HAS ALL
NECESSARY FEDERAL, STATE AND LOCAL AUTHORIZATION TO OWN ALL OF ITS PROPERTIES
AND ASSETS AND TO CARRY ON ITS BUSINESS AS NOW BEING CONDUCTED.
(B) REGISTRATION AS INVESTMENT COMPANY. BRIDEGWAY, OF WHICH BSRP IS A
SERIES, IS REGISTERED UNDER THE ACT AS A NO-LOAD, OPEN-END DIVERSIFIED
MANAGEMENT INVESTMENT COMPANY. ITS REGISTRATION HAS NOT BEEN REVOKED OR
RESCINDED AND IS IN FULL FORCE AND EFFECT.
(C) CAPITALIZATION. BSRP HAS A RELATIVELY UNLIMITED NUMBER OF SHARES OF
BENEFICIAL INTEREST, NO PAR VALUE, OF WHICH AS OF [DATE], [# OF SHARES] WERE
OUTSTANDING, AND NO SHARES WERE HELD IN THE TREASURY OF BSRP. ALL OF THE
OUTSTANDING SHARES OF BSRP HAVE BEEN DULY AUTHORIZED AND ARE VALIDLY ISSUED,
FULLY PAID, AND NON-ASSESSABLE. SINCE BSRP IS A SERIES OF AN OPEN-END
INVESTMENT COMPANY ENGAGED IN THE CONTINUOUS OFFERING AND REDEMPTION OF ITS
SHARES, THE NUMBER OF OUTSTANDING SHARES OF BSRP MAY CHANGE PRIOR TO THE
EFFECTIVE DATE OF THE REORGANIZATION.
(D) FINANCIAL STATEMENTS. THE FINANCIAL STATEMENTS OF BSRP FOR THE YEAR
ENDED JUNE 30, 2000 ("BSRP FINANCIAL STATEMENTS"), PREVIOUSLY DELIVERED TO LARGE
CAP GROWTH FUND, FAIRLY PRESENT THE FINANCIAL POSITION OF BSRP AS OF JUNE 30,
2000 AND THE RESULTS OF ITS OPERATIONS AND CHANGES IN ITS NET ASSETS FOR THE
YEAR THEN ENDED.
(E) AUTHORITY RELATIVE TO THE PLAN. CALVERT HAS THE POWER TO ENTER INTO THE
PLAN ON BEHALF OF BSRP AND TO CARRY OUT ITS OBLIGATIONS UNDER THIS AGREEMENT.
THE EXECUTION AND DELIVERY OF THE PLAN AND THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HAVE BEEN DULY AUTHORIZED BY THE DIRECTORS OF CALVERT AND, EXCEPT
FOR APPROVAL BY THE HOLDERS OF ITS CAPITAL STOCK, NO OTHER PROCEEDINGS BY
CALVERT ARE NECESSARY TO AUTHORIZE ITS OFFICERS TO EFFECTUATE THE PLAN AND THE
TRANSACTIONS CONTEMPLATED. BSRP IS NOT A PARTY TO OR OBLIGATED UNDER ANY
CHARTER, BY-LAW, INDENTURE, OR CONTRACT PROVISION OR ANY OTHER COMMITMENT OR
OBLIGATION, OR SUBJECT TO ANY ORDER OR DECREE, WHICH WOULD BE VIOLATED BY ITS
EXECUTING AND CARRYING OUT THE PLAN.
(F) LIABILITIES. THERE ARE NO LIABILITIES OF BSRP WHETHER OR NOT DETERMINED
OR DETERMINABLE, OTHER THAN LIABILITIES DISCLOSED OR PROVIDED FOR IN BSRP
FINANCIAL STATEMENTS AND LIABILITIES INCURRED IN THE ORDINARY COURSE OF BUSINESS
SUBSEQUENT TO [DATE] OR OTHERWISE PREVIOUSLY DISCLOSED TO LARGE CAP GROWTH FUND,
NONE OF WHICH HAS BEEN MATERIALLY ADVERSE TO THE BUSINESS, ASSETS, OR RESULTS OF
OPERATIONS OF BSRP.
(G) LITIGATION. TO THE KNOWLEDGE OF BSRP THERE ARE NO CLAIMS, ACTIONS,
SUITS, OR PROCEEDINGS, PENDING OR THREATENED, WHICH WOULD ADVERSELY AFFECT BSRP
OR ITS ASSETS OR BUSINESS, OR WHICH WOULD PREVENT OR HINDER CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
(H) CONTRACTS. EXCEPT FOR CONTRACTS AND AGREEMENTS PREVIOUSLY DISCLOSED TO
LARGE CAP GROWTH FUND UNDER WHICH NO DEFAULT EXISTS, CALVERT ON BEHALF OF BSRP
IS NOT A PARTY TO OR SUBJECT TO ANY MATERIAL CONTRACT, DEBT INSTRUMENT, PLAN,
LEASE, FRANCHISE, LICENSE, OR PERMIT OF ANY KIND OR NATURE WHATSOEVER.
(I) TAXES. THE FEDERAL INCOME TAX RETURNS OF BSRP HAVE BEEN FILED FOR ALL
TAXABLE YEARS TO AND INCLUDING THE TAXABLE YEAR ENDED DECEMBER 31, 1999, AND ALL
TAXES PAYABLE PURSUANT TO SUCH RETURNS HAVE BEEN PAID. BSRP HAS QUALIFIED AS A
REGULATED INVESTMENT COMPANY UNDER THE INTERNAL REVENUE CODE WITH RESPECT TO
EACH PAST TAXABLE YEAR OF BSRP SINCE COMMENCEMENT OF ITS OPERATIONS.
(J) PORTFOLIO SECURITIES. ALL SECURITIES TO BE LISTED IN THE SCHEDULE OF
INVESTMENTS OF BSRP AS OF THE EFFECTIVE TIME OF THE REORGANIZATION WILL BE OWNED
BY CALVERT ON BEHALF OF BSRP FREE AND CLEAR OF ANY LIENS, CLAIMS, CHARGES,
OPTIONS, AND ENCUMBRANCES, EXCEPT AS INDICATED IN THE SCHEDULE. EXCEPT AS SO
INDICATED, NONE OF THE SECURITIES IS, OR AFTER THE REORGANIZATION AS
CONTEMPLATED BY THIS AGREEMENT WILL BE, SUBJECT TO ANY LEGAL OR CONTRACTUAL
RESTRICTIONS ON DISPOSITION (INCLUDING RESTRICTIONS AS TO THE PUBLIC OFFERING OR
SALE OF THE SECURITIES UNDER THE SECURITIES ACT), AND ALL THE SECURITIES ARE OR
WILL BE READILY MARKETABLE.
(K) REGISTRATION STATEMENT. BSRP WILL COOPERATE WITH LARGE CAP GROWTH FUND
IN CONNECTION WITH THE REGISTRATION STATEMENT REFERRED TO IN SECTION 6(I) OF
THIS AGREEMENT, AND WILL FURNISH TO LARGE CAP GROWTH FUND THE INFORMATION
RELATING TO BSRP REQUIRED BY THE SECURITIES ACT AND ITS REGULATIONS TO BE SET
FORTH IN THE REGISTRATION STATEMENT (INCLUDING THE PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION). AT THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE, THE REGISTRATION STATEMENT, INSOFAR AS IT RELATES TO BSRP:
(I) WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF THE SECURITIES
ACT AND ITS REGULATIONS, AND
(ii) WILL NOT CONTAIN AN UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE
STATEMENTS THEREIN NOT MISLEADING.
FURTHER, AT THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE, AT THE
TIME OF THE SHAREHOLDERS' MEETING REFERRED TO IN SECTION 1 AND AT THE EFFECTIVE
TIME OF THE REORGANIZATION, THE PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION, AS AMENDED OR SUPPLEMENTED BY ANY AMENDMENTS OR SUPPLEMENTS FILED
BY LARGE CAP GROWTH FUND, INSOFAR AS IT RELATES TO BSRP, WILL NOT CONTAIN AN
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY
TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING; PROVIDED, HOWEVER, THAT THE REPRESENTATIONS AND
WARRANTIES IN THIS SUBSECTION SHALL APPLY ONLY TO STATEMENTS IN OR OMISSIONS
FROM THE REGISTRATION STATEMENT OR PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION MADE IN RELIANCE UPON AND IN CONFORMITY WITH INFORMATION FURNISHED
BY BSRP FOR USE IN THE REGISTRATION STATEMENT OR PROSPECTUS AND STATEMENT OF
ADDITIONAL INFORMATION AS PROVIDED IN THIS SECTION 7(K).
8. CONDITIONS TO OBLIGATIONS OF CALVERT FUND
THE OBLIGATIONS OF LARGE CAP GROWTH FUND UNDER THIS AGREEMENT WITH RESPECT TO
THE CONSUMMATION OF THE REORGANIZATION ARE SUBJECT TO THE SATISFACTION OF THE
FOLLOWING CONDITIONS:
(A) REPRESENTATIONS, WARRANTIES, AND AGREEMENTS. AS OF THE EFFECTIVE TIME
OF THE REORGANIZATION, BSRP SHALL HAVE COMPLIED WITH EACH OF ITS OBLIGATIONS
UNDER THIS AGREEMENT, EACH OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN
THIS AGREEMENT SHALL BE TRUE IN ALL MATERIAL RESPECTS, AND THERE SHALL HAVE BEEN
NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION, RESULTS OF OPERATIONS,
BUSINESS, PROPERTIES OR ASSETS OF BSRP SINCE [DATE]. LARGE CAP GROWTH FUND
SHALL HAVE RECEIVED A CERTIFICATE FROM BSRP SATISFACTORY IN FORM AND SUBSTANCE
TO LARGE CAP GROWTH FUND INDICATING THAT IT HAS MET THE TERMS STATED IN THIS
SECTION.
(B) REGULATORY APPROVAL. ALL NECESSARY ORDERS OF EXEMPTION UNDER THE ACT
WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN
GRANTED BY THE COMMISSION, AND ALL APPROVALS, REGISTRATIONS, AND EXEMPTIONS
UNDER STATE SECURITIES LAWS CONSIDERED TO BE NECESSARY SHALL HAVE BEEN OBTAINED.
(C) TAX OPINION. LARGE CAP GROWTH FUND SHALL HAVE RECEIVED THE OPINION OF
COUNSEL, DATED THE EFFECTIVE TIME OF THE REORGANIZATION, ADDRESSED TO AND IN
FORM AND SUBSTANCE SATISFACTORY TO LARGE CAP GROWTH FUND, AS TO CERTAIN OF THE
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION UNDER THE INTERNAL REVENUE
CODE TO BSRP AND THE SHAREHOLDERS OF BSRP. FOR PURPOSES OF RENDERING ITS
OPINION, COUNSEL MAY RELY EXCLUSIVELY AND WITHOUT INDEPENDENT VERIFICATION, AS
TO FACTUAL MATTERS, ON THE STATEMENTS MADE IN THE PLAN, THE PROXY STATEMENT
WHICH WILL BE DISTRIBUTED TO THE SHAREHOLDERS OF BSRP IN CONNECTION WITH THE
REORGANIZATION, AND ON SUCH OTHER WRITTEN REPRESENTATIONS AS BSRP AND LARGE CAP
GROWTH FUND, RESPECTIVELY, WILL HAVE VERIFIED AS OF THE EFFECTIVE TIME OF THE
REORGANIZATION. THE OPINION OF COUNSEL WILL BE TO THE EFFECT THAT, BASED ON THE
FACTS AND ASSUMPTIONS STATED THEREIN, FOR FEDERAL INCOME TAX PURPOSES:
(I) NEITHER BSRP NOR LARGE CAP GROWTH FUND WILL RECOGNIZE ANY GAIN OR LOSS
UPON THE TRANSFER OF THE ASSETS OF BSRP TO, AND THE ASSUMPTION OF ITS
LIABILITIES BY, LARGE CAP GROWTH FUND IN EXCHANGE FOR LARGE CAP GROWTH FUND
SHARES AND UPON THE DISTRIBUTION (WHETHER ACTUAL OR CONSTRUCTIVE) OF LARGE CAP
GROWTH FUND SHARES TO ITS SHAREHOLDERS IN EXCHANGE FOR THEIR SHARES OF
BENEFICIAL INTEREST OF BSRP;
(II) THE SHAREHOLDERS OF BSRP WHO RECEIVE LARGE CAP GROWTH FUND SHARES
PURSUANT TO THE REORGANIZATION WILL NOT RECOGNIZE ANY GAIN OR LOSS UPON THE
EXCHANGE (WHETHER ACTUAL OR CONSTRUCTIVE) OF THEIR SHARES OF CAPITAL STOCK OF
BSRP FOR LARGE CAP GROWTH FUND SHARES (INCLUDING ANY FRACTIONAL SHARE INTERESTS
THEY ARE DEEMED TO HAVE RECEIVED) PURSUANT TO THE REORGANIZATION;
(III) THE BASIS OF LARGE CAP GROWTH FUND SHARES RECEIVED BY BSRP'S
SHAREHOLDERS WILL BE THE SAME AS THE BASIS OF THE SHARES OF CAPITAL STOCK OF
BSRP SURRENDERED IN THE EXCHANGE; AND
(IV) THE BASIS OF BSRP ASSETS ACQUIRED BY LARGE CAP GROWTH FUND WILL BE THE
SAME AS THE BASIS OF SUCH ASSETS TO BSRP IMMEDIATELY PRIOR TO THE
REORGANIZATION.
(D) OPINION OF COUNSEL. LARGE CAP GROWTH FUND SHALL HAVE RECEIVED THE
OPINION OF COUNSEL, DATED THE EFFECTIVE TIME OF THE REORGANIZATION, ADDRESSED TO
AND IN FORM AND SUBSTANCE SATISFACTORY TO LARGE CAP GROWTH FUND, TO THE EFFECT
THAT:
(I) BRIDGEWAY IS AN OPEN-END MANAGEMENT COMPANY REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, AND IS DULY
ORGANIZED AND VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MARYLAND;
(II) BSRP IS A SERIES OF BRIDEGWAY; AND
(III) THE AGREEMENT AND PLAN OF REORGANIZATION AND THE EXECUTION AND FILING
OF THE PLAN HAVE BEEN DULY AUTHORIZED AND APPROVED BY ALL REQUISITE ACTION BY
THE BOARD OF DIRECTORS OF BRIDEGWAY, AND THE PLAN HAS BEEN DULY EXECUTED AND
DELIVERED BY BRIDEGWAY AND IS A VALID AND BINDING OBLIGATION OF BRIDEGWAY AND
ITS SERIES, BSRP.
9. CONDITIONS TO OBLIGATIONS OF BRIDGEWAY FUND
THE OBLIGATIONS OF BSRP UNDER THIS AGREEMENT WITH RESPECT TO THE CONSUMMATION OF
THE REORGANIZATION ARE SUBJECT TO THE SATISFACTION OF THE FOLLOWING CONDITIONS:
(A) SHAREHOLDER APPROVAL. THE PLAN SHALL HAVE BEEN APPROVED BY THE
AFFIRMATIVE VOTE OF TWO THIRDS OF ALL THE VOTES ENTITLED TO BE CAST ON THE
MATTER; AND IF NECESSARY, THE REQUISITE VOTE OF THE SHAREHOLDERS OF THE OTHER
PORTFOLIOS OF BRIDGEWAY.
(B) REPRESENTATIONS, WARRANTIES AND, AGREEMENTS. AS OF THE EFFECTIVE TIME
OF THE REORGANIZATION, LARGE CAP GROWTH FUND SHALL HAVE COMPLIED WITH EACH OF
ITS RESPONSIBILITIES UNDER THIS AGREEMENT, EACH OF THE REPRESENTATIONS AND
WARRANTIES CONTAINED IN THIS AGREEMENT SHALL BE TRUE IN ALL MATERIAL RESPECTS,
AND THERE SHALL HAVE BEEN NO MATERIAL ADVERSE CHANGE IN THE FINANCIAL CONDITION,
RESULTS OF OPERATIONS, BUSINESS, PROPERTIES, OR ASSETS OF LARGE CAP GROWTH FUND
SINCE [DATE]. AS OF THE EFFECTIVE TIME OF THE REORGANIZATION, BSRP SHALL HAVE
RECEIVED A CERTIFICATE FROM LARGE CAP GROWTH FUND SATISFACTORY IN FORM AND
SUBSTANCE TO BSRP INDICATING THAT IT HAS MET THE TERMS STATED IN THIS SECTION.
(C) REGULATORY APPROVAL. THE REGISTRATION STATEMENT REFERRED TO IN SECTION
6(I) SHALL HAVE BEEN DECLARED EFFECTIVE BY THE COMMISSION AND NO STOP ORDERS
UNDER THE SECURITIES ACT PERTAINING THERETO SHALL HAVE BEEN ISSUED; ALL
NECESSARY ORDERS OF EXEMPTION UNDER THE ACT WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT SHALL HAVE BEEN GRANTED BY THE COMMISSION; AND
ALL APPROVALS, REGISTRATIONS, AND EXEMPTIONS UNDER FEDERAL AND STATE LAWS
CONSIDERED TO BE NECESSARY SHALL HAVE BEEN OBTAINED.
(D) TAX OPINION. BSRP SHALL HAVE RECEIVED THE OPINION OF COUNSEL, DATED THE
EFFECTIVE TIME OF THE REORGANIZATION, ADDRESSED TO AND IN FORM AND SUBSTANCE
SATISFACTORY TO BSRP, AS TO CERTAIN OF THE FEDERAL INCOME TAX CONSEQUENCES OF
THE REORGANIZATION UNDER THE INTERNAL REVENUE CODE TO BSRP AND ITS SHAREHOLDERS.
FOR PURPOSES OF RENDERING ITS OPINION, COUNSEL MAY RELY EXCLUSIVELY AND WITHOUT
INDEPENDENT VERIFICATION, AS TO FACTUAL MATTERS, ON THE STATEMENTS MADE IN THE
PLAN, THE PROXY STATEMENT WHICH WILL BE DISTRIBUTED TO THE SHAREHOLDERS OF BSRP
IN CONNECTION WITH THE REORGANIZATION, AND ON SUCH OTHER WRITTEN REPRESENTATIONS
AS BSRP AND LARGE CAP GROWTH FUND, RESPECTIVELY, WILL HAVE VERIFIED AS OF THE
EFFECTIVE TIME OF THE REORGANIZATION. THE OPINION OF COUNSEL WILL BE TO THE
EFFECT THAT, BASED ON THE FACTS AND ASSUMPTIONS STATED THEREIN, FOR FEDERAL
INCOME TAX PURPOSES:
(I) NEITHER BSRP NOR LARGE CAP GROWTH FUND WILL RECOGNIZE ANY GAIN OR LOSS
UPON THE TRANSFER OF THE ASSETS OF BSRP TO AND THE ASSUMPTION OF ITS LIABILITIES
BY LARGE CAP GROWTH FUND IN EXCHANGE FOR LARGE CAP GROWTH FUND SHARES AND UPON
THE DISTRIBUTION (WHETHER ACTUAL OR CONSTRUCTIVE) OF LARGE CAP GROWTH FUND
SHARES TO ITS SHAREHOLDERS IN EXCHANGE FOR THEIR SHARES OF CAPITAL STOCK OF
BSRP;
(II) THE SHAREHOLDERS OF BSRP WHO RECEIVE LARGE CAP GROWTH FUND SHARES
PURSUANT TO THE REORGANIZATION WILL NOT RECOGNIZE ANY GAIN OR LOSS UPON THE
EXCHANGE (WHETHER ACTUAL OR CONSTRUCTIVE) OF THEIR SHARES OF CAPITAL STOCK OF
BSRP FOR LARGE CAP GROWTH FUND SHARES (INCLUDING ANY FRACTIONAL SHARE INTERESTS
THEY ARE DEEMED TO HAVE RECEIVED) PURSUANT TO THE REORGANIZATION;
(III) THE BASIS OF LARGE CAP GROWTH FUND SHARES RECEIVED BY BSRP'S
SHAREHOLDERS WILL BE THE SAME AS THE BASIS OF THE SHARES OF CAPITAL STOCK OF
BSRP SURRENDERED IN THE EXCHANGE; AND
(IV) THE BASIS OF BSRP ASSETS ACQUIRED BY LARGE CAP GROWTH FUND WILL BE THE
SAME AS THE BASIS OF SUCH ASSETS TO BSRP IMMEDIATELY PRIOR TO THE
REORGANIZATION.
(E) OPINION OF COUNSEL. BSRP SHALL HAVE RECEIVED THE OPINION OF COUNSEL,
DATED THE EFFECTIVE TIME OF THE REORGANIZATION, ADDRESSED TO AND IN FORM AND
SUBSTANCE SATISFACTORY TO BSRP, TO THE EFFECT THAT:
(I) CALVERT IS AN OPEN-END MANAGEMENT COMPANY REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND THE INVESTMENT COMPANY ACT OF 1940, AND IS DULY
ORGANIZED AND VALIDLY EXISTING IN GOOD STANDING UNDER THE LAWS OF THE STATE OF
MARYLAND;
(II) LARGE CAP GROWTH FUND IS A SERIES OF CALVERT;
(III) THE AGREEMENT AND PLAN OF REORGANIZATION AND THE EXECUTION AND FILING
OF THE PLAN HAVE BEEN DULY AUTHORIZED AND APPROVED BY ALL REQUISITE ACTION BY
THE BOARD OF DIRECTORS OF CALVERT, AND THE PLAN HAS BEEN DULY EXECUTED AND
DELIVERED BY LARGE CAP GROWTH FUND AND IS A VALID AND BINDING OBLIGATION OF
CALVERT AND ITS SERIES, LARGE CAP GROWTH FUND;
(IV) LARGE CAP GROWTH FUND SHARES TO BE ISSUED PURSUANT TO THE
REORGANIZATION HAVE BEEN DULY AUTHORIZED AND UPON ISSUANCE THEREOF IN ACCORDANCE
WITH THE PLAN WILL BE VALIDLY ISSUED, FULLY PAID AND NON-ASSESSABLE SHARES OF
BENEFICIAL INTEREST OF LARGE CAP GROWTH FUND.
10. AMENDMENTS, TERMINATIONS, NON-SURVIVAL OF COVENANTS, WARRANTIES AND
REPRESENTATIONS
(A) THE PARTIES HERETO MAY, BY AGREEMENT IN WRITING AUTHORIZED BY THE BOARD
OF DIRECTORS OF CALVERT, AMEND THE PLAN AT ANY TIME BEFORE OR AFTER APPROVAL OF
THE PLAN BY SHAREHOLDERS OF BSRP, BUT AFTER SUCH APPROVAL, NO AMENDMENT SHALL BE
MADE THAT SUBSTANTIALLY CHANGES THE TERMS OF THIS AGREEMENT.
(B) AT ANY TIME PRIOR TO THE EFFECTIVE TIME OF THE REORGANIZATION, ANY OF
THE PARTIES MAY BY WRITTEN INSTRUMENT SIGNED BY IT: (I) WAIVE ANY INACCURACIES
IN THE REPRESENTATIONS AND WARRANTIES MADE PURSUANT TO THIS AGREEMENT, AND (II)
WAIVE COMPLIANCE WITH ANY OF THE COVENANTS OR CONDITIONS MADE FOR ITS BENEFIT
PURSUANT TO THIS AGREEMENT.
(C) BSRP MAY TERMINATE THE PLAN AT ANY TIME PRIOR TO THE EFFECTIVE TIME OF
THE REORGANIZATION BY NOTICE TO LARGE CAP GROWTH FUND IF: (I) A MATERIAL
CONDITION TO ITS PERFORMANCE UNDER THIS AGREEMENT OR A MATERIAL COVENANT OF
LARGE CAP GROWTH FUND CONTAINED IN THIS AGREEMENT IS NOT FULFILLED ON OR BEFORE
THE DATE SPECIFIED FOR THE FULFILLMENT THEREOF, OR (II) A MATERIAL DEFAULT OR
MATERIAL BREACH OF THE PLAN IS MADE BY LARGE CAP GROWTH FUND.
(D) LARGE CAP GROWTH FUND MAY TERMINATE THE PLAN AT ANY TIME PRIOR TO THE
EFFECTIVE TIME OF THE REORGANIZATION BY NOTICE TO BSRP IF: (I) A MATERIAL
CONDITION TO ITS PERFORMANCE UNDER THIS AGREEMENT OR A MATERIAL COVENANT OF BSRP
CONTAINED IN THIS AGREEMENT IS NOT FULFILLED ON OR BEFORE THE DATE SPECIFIED FOR
THE FULFILLMENT THEREOF, OR (II) A MATERIAL DEFAULT OR MATERIAL BREACH OF THE
PLAN IS MADE BY BSRP.
(E) THE PLAN MAY BE TERMINATED BY EITHER PARTY AT ANY TIME PRIOR TO THE
EFFECTIVE TIME OF THE REORGANIZATION UPON NOTICE TO THE OTHER PARTY, WHETHER
BEFORE OR AFTER APPROVAL BY THE SHAREHOLDERS OF BSRP, WITHOUT LIABILITY ON THE
PART OF EITHER PARTY HERETO OR ITS RESPECTIVE DIRECTORS, OFFICERS, OR
SHAREHOLDERS, AND SHALL BE TERMINATED WITHOUT LIABILITY AS OF THE CLOSE OF
BUSINESS ON [DATE] IF THE EFFECTIVE TIME OF THE REORGANIZATION IS NOT ON OR
PRIOR TO SUCH DATE.
(F) NO REPRESENTATIONS, WARRANTIES, OR COVENANTS IN OR PURSUANT TO THE PLAN
SHALL SURVIVE THE REORGANIZATION.
(G) ALL NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE: (I)
IN WRITING, (II) DELIVERED BY HAND, BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, BY OVERNIGHT DELIVERY SERVICE OR BY FACSIMILE TRANSMISSION TO
THE ADDRESS OR FACSIMILE NUMBER SET FORTH BELOW OR SUCH ADDRESS OF FACSIMILE
NUMBER AS EITHER PARTY SHALL SPECIFY BY A WRITTEN NOTICE TO THE OTHER AND (III)
DEEMED GIVEN UPON RECEIPT.
(I) NOTICE TO CALVERT: CALVERT GROUP, LTD.
4550 MONTGOMERY AVENUE, SUITE 1000N
BETHESDA, MD 20814
ATTN: GENERAL COUNSEL
FAX #: 301-657-7014
(II) NOTICE TO BRIDGEWAY: BRIDGEWAY FUND, INC.
5615 KIRBY DRIVE, SUITE 518
HOUSTON, TX 77005-2448
11. EXPENSES
BSRP AND LARGE CAP GROWTH FUND WILL BEAR THEIR OWN EXPENSES INCURRED IN
CONNECTION WITH THIS REORGANIZATION.
12. GENERAL
THIS PLAN SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES (WRITTEN OR ORAL),
IS INTENDED AS A COMPLETE AND EXCLUSIVE STATEMENT OF THE TERMS OF THE PLAN
BETWEEN THE PARTIES AND MAY NOT BE CHANGED OR TERMINATED ORALLY. THE PLAN MAY
BE EXECUTED IN ONE OR MORE COUNTERPARTS, ALL OF WHICH SHALL BE CONSIDERED ONE
AND THE SAME AGREEMENT, AND SHALL BECOME EFFECTIVE WHEN ONE OR MORE COUNTERPARTS
HAVE BEEN EXECUTED BY EACH PARTY AND DELIVERED TO EACH OF THE PARTIES HERETO.
THE HEADINGS CONTAINED IN THE PLAN ARE FOR REFERENCE PURPOSES ONLY AND SHALL NOT
AFFECT IN ANY WAY THE MEANING OR INTERPRETATION OF THE PLAN. NOTHING IN THE
PLAN, EXPRESSED OR IMPLIED, IS INTENDED TO CONFER UPON ANY OTHER PERSON ANY
RIGHTS OR REMEDIES BY REASON OF THE PLAN.
IN WITNESS WHEREOF, BSRP AND LARGE CAP GROWTH FUND HAVE CAUSED THE PLAN TO
BE EXECUTED ON THEIR BEHALF BY THEIR RESPECTIVE CHAIRMAN, PRESIDENT, OR A VICE
PRESIDENT, AND THEIR SEALS TO BE AFFIXED HERETO AND ATTESTED BY THEIR RESPECTIVE
SECRETARY OR ASSISTANT SECRETARY,
<PAGE>
ALL AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN, AND TO BE DELIVERED AS REQUIRED.
(SEAL) BRIDGEWAY SOCIAL RESPONSIBILITY FUND
ATTEST:
BY: ______________________ BY: _______________________________
NAME:
TITLE:
(SEAL) CALVERT LARGE CAP GROWTH FUND
BY: _____________________ BY: _______________________________
NAME:
TITLE:
<PAGE>
CALVERT LARGE CAPITAL GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC.
PROSPECTUS DATED SEPTEMBER __, 2000
[INCORPORATED BY REFERENCE TO REGISTRANT'S FORM N-1A PRE-EFFECTIVE AMENDMENT NO.
1, AUGUST 10, 2000, ACCESSION NUMBER 0001121624-00-000004.]
<PAGE>
CALVERT LARGE CAPITAL GROWTH FUND, A SERIES OF CALVERT IMPACT FUND, INC.
STATEMENT OF ADDITIONAL INFORMATION DATED SEPTEMBER __, 2000
[INCORPORATED BY REFERENCE TO REGISTRANT'S FORM N-1A PRE-EFFECTIVE AMENDMENT NO.
1, AUGUST 10, 2000, ACCESSION NUMBER 0001121624-00-000004.]
<PAGE>
PART C. OTHER INFORMATION
ITEM 15. INDEMNIFICATION (FROM CALVERT)
ITEM 16. EXHIBITS
1. ARTICLES OF INCORPORATION.
2. BY-LAWS
3. INAPPLICABLE.
4. AGREEMENT AND PLAN OF REORGANIZATION FILED HEREWITH--EXHIBIT A TO THE FORM
N-14
5. SPECIMEN STOCK CERTIFICATE FOR CALVERT IMPACT FUND, INC.
6. INVESTMENT ADVISORY CONTRACT AND SUB INVESTMENT ADVISORY CONTRACT
7. UNDERWRITING AGREEMENT
8. DIRECTORS' DEFERRED COMPENSATION AGREEMENT
9. CUSTODIAL CONTRACT
10. PLAN OF DISTRIBUTION
11. INAPPLICABLE
12. OPINION AND CONSENT OF COUNSEL ON TAX MATTERS TO BE FILED BY AMENDMENT
13. TRANSFER AGENCY CONTRACT
14. CONSENT OF INDEPENDENT AUDITORS, TO BE FILED BY AMENDMENT
15. INAPPLICABLE
16. COPIES OF POWER OF ATTORNEY FORMS FILED HEREWITH
17. (A) CURRENT BRIDGEWAY FUND, INC. PROSPECTUS INCORPORATED BY REFERENCE
(B) CURRENT BRIDGEWAY FUND, INC. STATEMENT OF ADDITIONAL INFORMATION
INCORPORATED BY REFERENCE.
18. 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 OF 1933,
THE REOCCURRING PROSPECTUS WILL CONTAIN THE INFORMATION CALLED FOR BY THE
APPLICABLE REGISTRATION FORM FOR RE OFFERINGS 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) ABOVE 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.
(3) THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES 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>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED ON BEHALF OF THE REGISTRANT BY THE UNDERSIGNED,
THERETO DULY AUTHORIZED IN THE CITY OF BETHESDA, AND THE STATE OF MARYLAND ON
THE __ DAY OF AUGUST, 2000.
CALVERT IMPACT FUND, INC.
BY: ________________________________
BARBARA KRUMSIEK, PRESIDENT
SIGNATURES
PURSUANT TO THE REQUIREMENT OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT FOR CALVERT IMPACT FUND, INC. HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED ON _______________, 2000.
DIRECTORS AND OFFICERS ETC.
ITEM NO.
EX-23
16-11 FORM OF OPINION AND CONSENT OF COUNSEL
EX-99
16 (16) COPIES OF POWER OF ATTORNEY FORMS
EXHIBIT 11 OPINION OF CALVERT COUNSEL
EXHIBIT 16 POWERS OF ATTORNEY
