January 30, 2015
The Calvert Fund
4550 Montgomery Avenue, Suite 1000N
Bethesda, Maryland 20814
Ladies and Gentlemen:
We have been requested by The Calvert Fund, a Massachusetts business trust with transferable shares of beneficial interest, no par value (the "Trust") established under the Declaration of Trust dated March 15, 1982 (the "Declaration"), for our opinion with respect to certain matters relating to the Calvert Short Duration Income Fund (the “Acquiring Fund”), a series of the Trust. We understand that the Trust will be filing an amendment to its Registration Statement on Form N-14 (File No. 333-200957) for the purpose of registering shares of the Trust under the Securities Act of 1933, as amended (the "1933 Act"), in connection with the proposed acquisition by the Acquiring Fund of all of the assets of the Calvert Government Fund (the “Acquired Fund”), a series of the Trust, in exchange solely for shares of the Acquiring Fund, pursuant to an Agreement and Plan of Reorganization included in the Form N-14 Registration Statement (the "Plan").
We have, as special counsel to the Trust, participated in various business and other proceedings relating to the Trust. We have examined copies, either certified or otherwise proved to be genuine to our satisfaction, of the Trust’s Declaration and By-Laws, and other documents relating to its organization, operation, and proposed operation, including the proposed Plan, and we have made such other investigations as, in our judgment, are necessary or appropriate to enable us to render the opinion expressed below.
Based upon the foregoing, and assuming the approval by the respective shareholders of the Acquired Fund of certain matters scheduled for their consideration at a meeting presently anticipated to be held on April 17, 2015, it is our opinion that the shares of the Acquiring Fund currently being registered, when issued in accordance with the Plan and the Trust’s Declaration and By-Laws, will be legally issued, fully paid and non-assessable by the Trust.
We hereby consent to the filing of this opinion with and as a part of the Registration Statement on Form N-14. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
(W0273870)
