EDGAR EXHIBIT 11
DRAFT
CONSENT OF COUNSEL
Re: Calvert Impact Fund, Inc.
Calvert South Africa Fund
Ladies and Gentlemen:
As counsel to the Calvert Impact Fund, Inc. Calvert South Africa Fund, it
is my opinion that:
(i) Calvert Impact Fund, Inc. 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) Calvert South Africa Fund is a series of Calvert Impact Fund, Inc.;
(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 Impact Fund, Inc., and the Plan has been duly
executed and delivered by Calvert South Africa Fund and is a valid and binding
obligation of Calvert Impact Fund, Inc. and its series, Calvert South Africa
Fund; and
(iv) Calvert South Africa Fund shares to be issued pursuant to the Agreement
and Plan of Reorganization (the "Plan") 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 Calvert South Africa Fund.
My opinion is based on an examination of documents related to the Calvert
Impact Fund, Inc. Calvert South Africa Fund, including its Articles of
Incorporation, its By-Laws, other original or photostatic copies of corporate
records, certificates of public officials, documents, papers, statutes, and
authorities as I deemed necessary to form the basis of this opinion.
Very truly yours,
SULLIVAN & WORCESTER LLP
[DATE]
