EDGAR EXHIBIT 12
Exhibit 12
The RISA Fund
[DATE], 2001
DRAFT
_____________, 2001
The RISA Fund
225 South 15th Street, Suite 930
Philadelphia, PA 19102
Re: Acquisition of Assets of The RISA Fund
Ladies and Gentlemen:
You have asked for our opinion as to certain Federal income tax
consequences of the transaction described below.
Parties to the Transaction
The RISA Fund ("Target Fund") is a series of Harvest Funds, a Delaware
business trust.
Calvert South Africa Fund ("Acquiring Fund") is a series of Calvert Impact
Fund, Inc., a Maryland corporation.
Description of Proposed Transaction
In the proposed transaction (the "Reorganization"), Acquiring Fund will
acquire all of the assets of Target Fund in exchange for shares of Acquiring
Fund of equivalent value and the assumption of the identified liabilities of
Target Fund. Target Fund will then dissolve and distribute all of the Acquiring
Fund shares which it holds to its shareholders pro rata in proportion to their
shareholdings in Target Fund, in complete redemption of all outstanding shares
of Target Fund.
Scope of Review and Assumptions
In rendering our opinion, we have reviewed and relied upon the form of
Agreement and Plan of Reorganization between Acquiring Fund and Target Fund (the
"Reorganization Agreement") which is enclosed in a prospectus/proxy statement,
registration number 33-44968, to be filed with the United States Securities and
Exchange Commission on or about April 17, 2000, which describes the proposed
transactions, and on the information provided in such prospectus/proxy
statement. We have relied, without independent verification, upon the factual
statements made therein, and assume that there will be no change in material
facts disclosed therein between the date of this letter and the date of the
closing of the transaction. We further assume that the transaction will be
carried out in accordance with the Reorganization Agreement.
Representations
Written representations, copies of which are attached hereto, have been
made to us by the appropriate officers of Target Fund and Acquiring Fund, and we
have without independent verification relied upon such representations in
rendering our opinions.
Opinions
Based on and subject to the foregoing, and our examination of the legal
authority we have deemed to be relevant, we have the following opinions:
1. The transfer of all of the assets of Target Fund in exchange for
shares of Acquiring Fund and assumption by Acquiring Fund of the identified
specified liabilities of Target Fund followed by the distribution of said
Acquiring Fund shares to the shareholders of Target Fund in dissolution and
liquidation of Target Fund will constitute a reorganization within the meaning
of 368(a)(1)(C) of the Internal Revenue Code of 1986, as amended (the "Code"),
and Acquiring Fund and Target Fund will each be "a party to a reorganization"
within the meaning of 368(b) of the Code.
2. No gain or loss will be recognized by Acquiring Fund upon the
receipt of the assets of Target Fund solely in exchange for Acquiring Fund
shares and the assumption by Acquiring Fund of the identified liabilities of
Target Fund.
3. No gain or loss will be recognized to Target Fund upon the transfer
of its assets to Acquiring Fund in exchange for Acquiring Fund shares and the
assumption by Acquiring Fund of the identified liabilities of Target Fund, or
upon the distribution (whether actual or constructive) of such Acquiring Fund
shares to the shareholders of Target Fund in exchange for their Target Fund
shares.
4. The shareholders of Target Fund will recognize no gain or loss upon
the exchange of their Target Fund shares for Acquiring Fund shares in
liquidation of Target Fund.
5. The aggregate basis of the Acquiring Fund shares received by each
Target Fund shareholder pursuant to the Reorganization will be the same as the
aggregate basis of the Target Fund shares held by such shareholder immediately
prior to the Reorganization.
6. The holding period of the Acquiring Fund shares received by each
Target Fund shareholder will include the period during which the Target Fund
shares exchanged therefor were held by such shareholder, provided the Target
Fund shares were held as a capital asset on the date of the Reorganization.
7. The basis of the assets of Target Fund acquired by Acquiring Fund
will be the same as the basis of those assets in the hands of Target Fund
immediately prior to the Reorganization, and the holding period of the assets of
Target Fund in the hands of Acquiring Fund will include the period during which
those assets were held by Target Fund.
This opinion letter is delivered to you in satisfaction of the requirements
of Section 8(d) of the Reorganization Agreement. We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement on Form N-14
relating to the Reorganization and to use of our name and any reference to our
firm in such Registration Statement or in the prospectus/proxy statement
constituting a part thereof. In giving such consent, we do not thereby admit
that we come within the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
SULLIVAN & WORCESTER LLP
