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

                                    FORM N-14

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[ X ]  PRE-EFFECTIVE  AMENDMENT  NO.  2  [  ]  POST-EFFECTIVE  AMENDMENT  NO.__

                        (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

Per Rule 481(a) of the 1933 Securities Act, please note that the registration
statement for the Calvert Large Cap Growth Fund shall be offered to the public
on October 31, 2000.







Bridgeway

September  25,  2000

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.

Portfolio  Management  will continue to reside with Bridgeway Capital Management
as  subadvisor,  and  I  will  continue  managing  the  Fund.


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
Bridgeway  Fund,  Inc.
Social  Responsibility  Portfolio
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 Fund, 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 of Reorganization, dated
September  22,  2000,  providing  for  the  transfer of substantially all of the
assets  of  the  Social Responsibility Portfolio 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 September 20, 2000 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


September  25,  2000














Please  execute  the  enclosed  proxy  and  return  it  promptly in the enclosed
envelope,  thus  enabling  the Fund to avoid unnecessary expense and delay.  You
may  also  vote by telephone or the internet.  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.



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 Calvert Large Cap Growth 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  equal  in  value to value of the respective shares of the
Social  Responsibility  Portfolio.


     As  a  result of this transaction, it is anticipated that 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 nearly identical
investment  objectives  and  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  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         0.10%     0.10%
12b-1/Distribution          0.00%             0.00%       0.00%     0.00%
Other  Expenses             1.04%             1.04%       0.56%     0.56%
Gross  Fees                 1.24%             2.64%       1.11%     1.61%
Fee  Reimbursement          N/A              (0.64%)     (0.46%)   (0.46%)
Net  Fees*                  1.24%             2.00%       0.65%     1.15%

     * The Advisor has agreed to limit operating expenses (net of expense offset
arrangements  and          exclusive  of  performance fee adjustments) to 0.90%.
The  performance  fee  adjustment  is  +/-  0.25%



     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
(net  of  any  expense  offset arrangements and exclusive of any performance fee
adjustment),  if necessary.  While they are not legally obligated to thereafter,
they  have  no  plans  to  change  this  reimbursement  feature.



     Bridgeway  believes this plan to be a very attractive reduction of expenses
for current shareholders.  Shareholders would be paying the same low expenses as
the  large,  institutional shareholders who will be in the same class of 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 I, avoiding all sales loads and distribution fees on current
shares  as  well  as  any  future  shares  they  purchase  in  that  class.


[/R]
     New  shareholder accounts (those established after the Reorganization) will
pay  sales  loads,  distribution fees and other expenses as set forth in Calvert
Fund  Prospectus.
[/R]




Q.     Will  the  performance-based  fee  structure  change?


A.     Yes.  The  basic  management fee and the performance fee will be smaller.
Also,  the performance period could change.  Bridgeway is seeking permission (in
the form of a "no action letter") from the Securities and Exchange Commission to
continue  its  current  structure  using  a  five-year  performance  period.  If
Bridgeway  does  not  receive a "no action letter" acceptable to Calvert (at its
sole  discretion and determination) by June 30, 2001, then the Calvert Large Cap
Growth  Fund will use a shorter one-year timeframe as the performance period and
the  Lipper  Large  Cap Growth Index; though it will continue to use the S&P 500
Index  in  its  investment  objective.


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. Calvert Fund has
different classes of shares, which are sold by its distributor through a network
of  financial  advisors  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, though this
cannot  be  guaranteed.



Q.     What  will  Bridgeway  Capital  Management,  the  advisor to your current
portfolio,  get  out  of          this  new  arrangement?



A.     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, 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  31,  2000,  unless it is
postponed.  As of 4:00 p.m. Eastern Standard Time on this 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?


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.



Q.     Will  Calvert  and  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  its  social standards to Bridgeway's portfolio and found that
the  large  majority  of  the  Portfolio  companies  would  pass  its  criteria.



     Calvert will select investments on the basis of their ability to contribute
to  the dual objectives of financial soundness and social criteria. The Fund has
developed  social  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.


     The  Board is very confident with the proposed merger of the Portfolio into
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 or by telephone or
the  internet.  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 to which you've grown accustomed, 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.


PROSPECTUS  AND  PROXY  STATEMENT


September  25,  2000


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. 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  the  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., a newly formed open-end
diversified  management  investment  company.  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 represents
the  "stock  market"  in  this  objective.



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 shares 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 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.  Additional information has
been  filed  with  the  Securities and Exchange Commission and is available upon
oral  or  written  request  and  without  charge.  A  copy of the Prospectus and
Statement  of Additional Information for the Bridgeway Portfolio 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.  Similar information about Calvert
Fund  can  be  obtained  without  charge  by writing the Fund at 4550 Montgomery
Avenue,  Suite  1000N,  Bethesda,  Maryland 20814, or by calling (800) 368-2745.





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.



TABLE  OF  CONTENTS


     Synopsis                                      9
     Principal  Risk  Factors                      9
     Expense  Comparisons                         12
     Reasons  for  the  Reorganization            13
     Comparison  of  Investment  Policies         14
     Information  about  the  Reorganization      15
     Information  about  Calvert  Fund            18
     Comparative  Information  on  Shareholder
        Rights                                    25
     General  Information  about  the  Funds      26
     Other  Business                              26
     Voting  Information                          26
     Adjournment                                  27
     Exhibit  A  -  Agreement  and  Plan  of
        Reorganization                            29





SYNOPSIS

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.


Principal  Risk  Factors.  The  risks attendant to investing in the Calvert Fund
are  the  same  as  those  risks  shareholders  have assumed by investing in the
Portfolio.  General  risks  in  investing in any fund would be that shareholders
could  lose money on their investment in a Fund, or the Fund could underperform.



Tax Consequences.  It is the opinion of counsel to the Portfolio 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  Objectives  and  Policies.  Shareholders  should  consider  that the
investment  objectives  and  policies of both the Portfolio and Calvert Fund are
essentially  the  same.  Both have the investment objective of seeking 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  represents  the  "stock  market"  in  this  objective.



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.
Calvert 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  are  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 a similar secondary portfolio strategy,
which  is  "to  use  exchange-traded,  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.






The  fundamental  investment restrictions of both the Portfolio and Calvert Fund
are  essentially  identical  except  that  Calvert  Fund  has  streamlined  its
investment  restrictions  so that they are not more restrictive than the current
law,  recognizing  that  the  federal and state laws governing mutual funds have
been  changed  several  times in the last few years.  Under current Federal law,
the  policies/restrictions  that  are  required  to  be  fundamental  are  those
concerning  diversification, borrowing money, the issuance of senior securities,
underwriting  of  securities  issued  by other persons, the purchase and sale of
real estate and commodities, the policy about making loans to other persons, and
the  concentration  of  investments  in  a  particular  industry  or  group  of
industries.



Thus,  Calvert Fund does not have a fundamental investment restriction governing
investing  to  exercise  control  as such a prohibition is no longer applicable.
Calvert  Fund  also may not issue senior securities or borrow money, except from
banks  for  temporary  or emergency purposes and then only in an amount up to 33
1/3%  of  the value of the Fund's total assets and except by engaging in reverse
repurchase  agreements;  whereas  the  Portfolio  similarly may not issue senior
securities, except that it may borrow on a secured or unsecured basis from banks
up  to 50% of net assets (not including the amount borrowed) for the purchase of
securities,  and  any  Portfolio may borrow on a secured or unsecured basis from
banks  up  to  5%  of  its  total  assets  on  an unsecured basis from banks for
temporary or emergency purposes.  Further, Calvert Fund also restricts buying or
selling  real estate, but expands upon this restriction so that the Fund may not
invest  directly  in commodities or real estate, although the Fund may invest in
financial  futures,  and  in securities which are secured by real estate or real
estate  mortgages and securities of issuers which invest or deal in commodities,
commodity  futures,  real  estate  or  real  estate  mortgages.



The  last  differences  between  the  fundamental investment restrictions of the
Portfolio and Calvert Fund govern: (a) the purchase of securities on margin; (b)
short  sales; (c) investing in options or futures on individual commodities; and
(d)  investing  in  options  or  futures  if  the  aggregate initial margins and
premiums  required  to  establish  such  non-hedging  positions exceed 5% of net
assets,  which  are  nonfundamental  investment  restrictions  for Calvert Fund.



Similarly,  Calvert  Fund has adopted nonfundamental restrictions that vary from
those  of  the  Portfolio  to the extent that an investment restriction has been
changed  to better conform to the federal law.  Thus, Calvert Fund does not have
nonfundamental investment restrictions governing: (a) investing in securities of
any issuer if, to the knowledge of the Fund, any officer or director of the Fund
or of the Adviser owns more than 1/2 of 1% of the outstanding securities of such
issuer, and such directors who own more than 1/2 of 1% own in the aggregate more
than  5%  of  the  outstanding  securities  of  such  issuer;  (b)  investing in
unseasoned  issuers;  or  (c) investing in oil, gas or mineral related programs,
partnerships  or  leases,  as  such  prohibitions  are  no  longer  applicable.



Additionally,  Calvert  Fund  has adopted nonfundamental investment restrictions
governing:
(a)  illiquid securities, (b) reverse repurchase agreements; and (c) put or call
options.



Nonetheless,  it  is not anticipated that any of these differences in investment
restrictions  will cause the Calvert Fund to be managed any differently than the
Portfolio  is  currently.



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  shareholders  incur any sales charge on additional Calvert
Fund  purchases  in  their  Class  I  accounts either through direct purchase of
Calvert  Fund  Class  I  shares,  dividend  reinvestment  or  capital  gains
distributions  taken  in  the  form  of  Calvert  Fund  Class  I  shares.



Other  purchasers of Calvert Fund shares will incur sales charges. These charges
will vary depending on the series purchased, any rights of accumulation to which
they  agree,  group  purchases,  and  letters of intent that investors may sign.



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  supermarkets  or  brokers.



After  the  Plan  of  Reorganization is affected, present Portfolio shareholders
will  be shareholders of Calvert Fund Class I 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 supermarkets
and  some  brokerage  firms.  In addition, you will have the ability to exchange
your  shares for those of other portfolios in the Calvert Group Family of Funds.
As  shareholders  in  Calvert Fund's Class I, the minimum investment requirement
will  have been waived for shareholders opening accounts pursuant to the Plan as
of  October  20,  2000. For these shareholders, additional accounts or exchanges
will  not  be honored in Class I. Any additional accounts must be established in
Class  A,  B  or  C  with the applicable sales load. Additionally, no additional
services  or  automated  features  can be added to an existing account, they are
only  available  in  accounts established in Class A, B or C.  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 that Calvert Fund's custodian bank is
open.  Otherwise  exchange  privleges  for  the shareholders will not materially
change.


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.  Shares  of  Calvert  Fund  will  be  sold  by  its
distributor, Calvert Distributors, Inc., through a network of financial advisors
and  retirement  plan  platforms.


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.



EXPENSE  COMPARISONS


                                          Bridgeway     Pro  Forma
                                                        (Surviving
                                                     Calvert  Class  I)
Shareholder  fees
Maximum  sales  charge  (load)
imposed  on  purchases                        None          None
(as  a  percentage  of  offering  price)

Maximum  deferred  sales  charge  (load)      None          None
(as  a  percentage  of  purchase  or
redemption  proceeds,  whichever  is  lower)

Annual  fund  operating  expenses1
Management  fees                              1.09%         1.05%
Distribution  and  service  (12b-1)  fees     None          None
Other  expenses                               1.04%         0.56%
Total  annual  fund  operating  expenses      2.13%         1.61%
Fee  waiver  and/or  expense  reimbursement  (0.63%)       (0.46%)2
Net  Expenses                                 1.50%         1.15%3




1  Expenses  are  based on estimates to reflect expenses expected to be incurred
for  the  upcoming  fiscal  year  for  Calvert Fund, unless otherwise indicated.
Management  fees  include a subadvisory fee, paid by the Fund to the Subadvisor.
The  subadvisory  fee  for  the  Calvert  Fund  is  subject to a performance fee
adjustment of +/- 0.25%, which could cause the fee to be as high as 0.70% for as
low  as  0.20%,  depending  on  the  Calvert  Fund's performance relative to its
performance  index.  Management  fees also include an administrative fee paid by
Calvert  Fund  to  Calvert  Administrative Services Company, an affiliate of the
Advisor.

2  The  Advisor  has  agreed to limit annual fund operating expenses (net of any
expense  offset  arrangements  and exclusive of any performance fee adjustments)
through  November  1,  2001.
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 its custodian bank
whereby the custodian and transfer agents fees may be paid indirectly by credits
on  Calvert  Fund's  uninvested  cash balances. These credits are used to reduce
Calvert  Fund's  expenses.

3  The  contractual  expense  cap  is  0.90%,  exclusive  of  a  performance fee
adjustment  of  +.25%.  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  November  1,  2001.







Example.  This  example is intended to help you compare the cost of investing in
a  fund  with  the  cost of investing in other mutual funds. The example assumes
that:

- -     You  invest  $10,000  in  a  Fund  for  the  time  periods  indicated;
- -     Your  investment  has  a  5%  return  each  year;  and
- -     The  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       $158        $627         $1,122       $2,485

Calvert Fund Class I  $117        $463         $833         $1,872



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,  which  will  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
whereas  Calvert's  universe  is  almost  7000  companies.



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.  Vanguard recently validated this opinion by choosing Calvert for their
social  index  fund.



4)  To  date,  Bridgeway's  small  size  has  hampered  its ability to engage in
shareholder  activism.  Current  shareholders  will  benefit  from  Calvert's
considerable  expertise  in  this area, while also gaining access to the Calvert
Social  Investment  Foundation  for  community  investing.



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: (1) the capabilities and resources of the Calvert
Fund,  its  Advisor  and  other  service  providers  in the areas of investment,
marketing,  and  shareholder  services:  (2)  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; (3) the
comparative investment performance of Bridgeway Capital Management, Inc. and the
performance record of other Calvert managed social responsibility funds; (4) the
comparative  difference  in  their  investment  styles and investment and social
research capabilities; (5) the terms and conditions of the Agreement and Plan of
Reorganization  and  whether  the  Reorganization  would  result  in dilution of
current  Portfolio shareholders' interests; (6) the potential economies of scale
realizable  as  a  result  of  the  Reorganization;  (7) the prospect of a lower
management  and  performance  fee;  (8)  the  service  features  available  to
shareholders of both the Portfolio and the Calvert Fund; (9) the costs estimated
to  be incurred to complete the Reorganization; (10) the future growth prospects
of the Calvert Fund after the Reorganization; and (11) the non-taxable treatment
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 are
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.


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  represents  the  "stock  market"  in  this  objective.



Both  the Portfolio and Calvert Fund invest in a diversified portfolio of common
stocks  of companies that 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,  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  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  by using the Lexis -Nexis  database, the
world's  largest  news  and  business information service, and by subscribing to
hundreds of specialty publications, ranging from industry publications to social
responsibility  reports;  (2)  Conversations  with company management as to what
challenges  they  face  and  what  (if  any)  innovative programs they have that
contribute  to  best  social practices within their industry; (3) Data from U.S.
environmental  and social regulatory agencies; and (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
realize  significant  social  return  by  making  charitable and venture capital
investments.  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 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.


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 October 31, 2000.  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  (See,  "About  Calvert  Fund"). 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
October 31, 2000, 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 all
necessary orders 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:

(1)  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;

(2)  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;

(3)  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

(4)  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 has been 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
Class  I  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.  It is the opinion of outside counsel to
the  Portfolio and Calvert Fund 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.  Shareholders  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 September 20, 2000 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     $35.96      $35.96      $35.96
Shares  Outstanding        259,467.150  2,780.867  262,248.017

*The  Pro  Forma  combined net assets do 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.






INFORMATION  ABOUT  CALVERT  FUND

Investment  Objective.  Calvert  Fund  seeks  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.

Principal  Investment  Strategies.  Calvert  Fund  invests  in  a  diversified
portfolio  of  common  stocks  of  companies that 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 has been invested in large U.S.
companies traded on the New York Stock Exchange, the American Stock Exchange and
NASDAQ.  The  Fund invests in both value and growth companies.  Value stocks are
those  priced  cheaply  relative  to  some  financial measures of worth.  Growth
stocks  have  faster  increasing  sales  and  earnings.

A  secondary  portfolio  strategy  is  the use of exchange-traded, "traditional"
stock  index  options and futures.  These investments help to keep the long-term
average  market risk of the Fund roughly 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 believes that its use of these instruments
is  conservative;  it  does  not try to leverage overall market risk in the long
term.

Socially Responsible Investment Criteria.  Investments are selected 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, detailed
below.  These  criteria  represent  standards  of  behavior  which  few, if any,
organizations  totally  satisfy.  As  a  matter  of  practice,  evaluation  of a
particular organization in the context of these criteria will involve subjective
judgment  by  Calvert.  All  social  criteria  may  be  changed  by the Board of
Directors  without  shareholder  approval.

Environment.  The Fund will not invest in companies that have poor environmental
records,  including  significant  compliance and waste management problems.  The
Fund  seeks  to  invest  in  companies  that  have strong programs that focus on
reducing  overall  environmental  impact.  Further,  the Fund will not invest in
companies  significantly  engaged  in  nuclear  power.

Labor  Relations.  The  Fund  will not invest in companies that have a record of
employment  discrimination,  anti-union activities or provide unsafe workplaces.
The  Fund  seeks  to  invest  in  companies  that  have  a  good record of labor
relations,  including  strong  diversity  programs.

Product  Safety.  The Fund will not invest in companies that primarily engage in
tobacco,  alcohol,  firearms or gambling.  The Fund seeks to invest in companies
that  produce  healthy  and  safe  products  and  services.

Animal  Welfare.  The  Fund  will  not  invest  in  companies that abuse animals
through  methods  of  factory  farming.  The  Fund  seeks  to invest in consumer
product  companies that demonstrate a reduction in the use of animal testing, if
applicable.

Military  Weapons.  The  Fund  will  not  invest in companies that are primarily
engaged  in  weapons  contracting  with  the  Department  of  Defense.






Community  Relations.  The  Fund  will  not  invest  in  companies  that are not
responsive  to  communities  where  they  operate.  The  Fund seeks to invest in
companies  that  are  responsible  citizens  in  these  communities.

Human Rights.  The Fund will not invest in companies that directly contribute to
human  rights  violations worldwide.  The Fund seeks to invest in companies that
have  adopted  human  rights  standards  in  their  overseas  operations.

Indigenous  Peoples  Rights.  The  Fund  will  not  invest in companies that are
significantly  engaged  in  a  pattern  and  practice of violating the rights of
indigenous  people.  The  Fund  seeks to invest in companies that are engaged in
positive  portrayals  of  Native  Americans  and  other  indigenous  peoples.

With  respect  to U.S. government securities, the Fund invests primarily in debt
obligations  issued  or  guaranteed by agencies or instrumentalities of the U.S.
Government  whose  purposes  further  or  are  compatible with the Fund's social
criteria,  such as obligations of the Student Loan Marketing Association, rather
than  general  obligations  of the U.S. Government, such as Treasury securities.

Principal  Risks.  You  could  lose money on your investment in the Fund, or the
Fund  could  underperform,  most  likely  for  any  of  the  following  reasons:

     -  The  stock  market  goes  down
     -  The  individual  stocks  in  the Fund do not perform as well as expected
     -  The  use  of  stock  index futures and options could add to, rather than
decrease  risk

An investment in the Fund is not a bank deposit and is not insured or guaranteed
by  the  Federal  Deposit  Insurance Corporation or any other government agency.

(No  performance  results  are  shown  for  Calvert  Fund  since it was recently
organized.)

For a discussion of Calvert Fund's fees and expenses, See "Expense Comparisons".

Distribution  and  Service Fees (For Calvert Fund Class A, B and C only) Calvert
Fund  has  adopted a plan under Rule 12b-1 of the Investment Company Act of 1940
that  allows Calvert Fund to pay distribution fees for the sale and distribution
of  its shares. The distribution plan also pays service fees to persons (such as
your  financial  professional)  for  services  provided to shareholders. Because
these fees are paid out of a Fund's assets on an ongoing basis, over time, these
fees will increase the cost of your investment and may cost you more than paying
other  types  of  sales  charges.






Investment Practices and Risks.  The most concise description of the Fund's risk
profile  is under the risk-return summary.  The Fund is also permitted to invest
in  certain other investments and to use certain investment techniques that have
higher  risks  associated  with  them.  On  the  following  pages  are  brief
descriptions  of  these  other  principal investments and techniques, along with
their  risks.

For each of the investment practices listed, the Fund's limitations are shown as
a  percentage  of its assets and the principal types of risk involved.  (See the
pages  following  for  a  description  of  the  types  of  risks).

Active  Trading  Strategy/Turnover  involves  selling  a  security  soon  after
purchase.  An  active  trading  strategy  causes a fund to have higher portfolio
turnover  compared  to  other  funds  and  higher  transaction  costs,  such  as
commissions  and  custodian  and  settlement  fees,  and  may  increase your tax
liability.  Risks:  Opportunity,  Market  and  Transaction.

Temporary  Defensive  Positions.  During  adverse  market, economic or political
conditions,  the  Fund  may  depart  from its principal investment strategies by
increasing  its  investment  in  short-term interest-bearing securities.  During
times  of any temporary defensive positions, the Fund may not be able to achieve
its  investment  objective.  Risks:  Opportunity.

Conventional  Securities
Stocks  in  General.  The  Fund  is  subject to stock market risk.  Stock prices
overall  may  decline over short or even long periods.  The Fund is also subject
to  investment  style  risk,  which  is  the  chance  that  returns  from
large-capitalization  stocks  will trail returns from other asset classes or the
overall  stock  market.  Each  type of stock tends to go through cycles of doing
better  or  worse  than the stock market in general.  Finally, individual stocks
may  lose value for a variety of reasons, even when the overall stock market has
increased.  Risks:  Market.

Foreign  Securities.  Securities  issued  by  companies located outside the U.S.
and/or  traded primarily on a foreign exchange.  The Fund does not expect to own
more  than  10%  of  such  securities.  Risks:  Market,  Currency,  Transaction,
Liquidity,  Information  and  Political.

Small  Cap Stocks.  Investing in small companies involves greater risk than with
more  established  companies.  Small  cap stock prices are more volatile and the
companies  often  have  limited product lines, markets, financial resources, and
management  experience.  Risks:  Market,  Liquidity  and  Information.

Investment  grade  bonds.  Bonds  rated  BBB/Baa or higher or comparable unrated
bonds.  Risks:  Interest  Rate,  Market  and  Credit.

Below-investment  grade  bonds.  Bonds rated below BBB/Baa or comparable unrated
bonds  are  considered junk bonds.  They are subject to greater credit risk than
investment  grade  bonds.  The Fund does not expect to own more than 20% of such
securities,  excluding  any  high  social  impact  investments).  Risks: Credit,
Market,  Interest  Rate,  Liquidity  and  Information.

Unrated  debt securities.  Bonds that have not been rated by a recognized rating
agency; the Advisor has determined the credit quality based on its own research.
Risks:  Credit,  Market,  Interest  Rate,  Liquidity  and  Information.






Illiquid  securities.  Securities  which cannot be readily sold because there is
no  active  market.  The  Fund  does  not  expect  to  own more than 15% of such
securities.  Risks:  Liquidity,  Market  and  Transaction.

Leveraged  Derivative  Instruments
Currency  contracts.  Contracts involving the right or obligation to buy or sell
a given amount of foreign currency at a specified price and future date.  Risks:
Currency,  Leverage,  Correlation,  Liquidity  and  Opportunity.

Options  on  securities  and indices.  Contracts giving the holder the right but
not  the  obligation  to  purchase or sell a security (or the cash value, in the
case of an option on an index) at a specified price within a specified time.  In
the  case of selling (writing) options, the Fund will write call options only if
they already own the security (if it is "covered").  The Fund does not expect to
own  more  than  5%  (based on net premium payments) of such securities.  Risks:
Interest  Rate,  Currency,  Market, Leverage, Correlation, Liquidity, Credit and
Opportunity.

Futures  contract.  Agreement to buy or sell a specific amount of a commodity or
financial  instrument at a particular price on a specific future date.  The Fund
does  not  expect to own more than 5% of such securities.  Risks: Interest Rate,
Currency,  Market,  Leverage,  Correlation,  Liquidity  and  Opportunity.

High  Social  Impact  Investments.  Calvert Fund participates in the High Social
Impact  Investments  program  that  permits  up to 1% of the Fund's assets to be
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.  These types of investments
offer a rate of return below the then-prevailing market rate, and are considered
illiquid, unrated and may be deemed below-investment grade.  They also involve a
greater  risk  of  default  or  price  decline than investment grade securities.
However,  they  have  a  significant social return by making a difference in our
communities.  High  Social Impact Investments are valued under the direction and
control  of  the  Fund's  Board.

Special  Equities.  Calvert  Fund has a Special Equities investment program that
allows  the  Fund  to  promote  especially  promising approaches to social goals
through  privately  placed  investments.  The  investments are generally venture
capital  investments  in  small,  untried  enterprises.  The  Special  Equities
Committee  of  the  Fund identifies, evaluates, and selects the Special Equities
investments.  Special  Equities involve a high degree of risk - they are subject
to  liquidity,  information,  and  if  a  debt investment, credit risk.  Special
Equities  are  valued  under  the  direction  and  control  of the Fund's Board.

Types  of  Investment  Risk

Correlation  risk.  This  occurs  when  a Fund "hedges" - uses one investment to
offset  the Fund's position in another.  If the two investments do not behave in
relation to one another the way Fund managers expect them to, then unexpected or
undesired results may occur.  For example, a hedge may eliminate or reduce gains
as  well  as  offset  losses.

Credit  risk.  The  risk that the issuer of a security or the counterparty to an
investment  contract  may  default  or become unable to pay its obligations when
due.







Currency risk.  Currency risk occurs when a Fund buys, sells or holds a security
denominated  in  foreign  currency.  Foreign currencies "float" in value against
the  U.S.  dollar.  Adverse  changes  in  foreign  currency  values  can  cause
investment  losses  when  a  Fund's  investments  are converted to U.S. dollars.

Information  risk.  The  risk that information about a security or issuer or the
market  might  not  be  available,  complete,  accurate  or  comparable.

Interest  rate  risk.  The  risk  that  changes in interest rates will adversely
affect  the  value  of  an investor's securities.  When interest rates rise, the
value  of  fixed-income  securities  will generally fall.  Conversely, a drop in
interest  rates  will  generally  cause an increase in the value of fixed-income
securities.  Longer-term securities and zero coupon/"stripped" coupon securities
("strips")  are  subject  to  greater  interest  rate  risk.

Leverage risk.  The risk that occurs in some securities or techniques which tend
to magnify the effect of small changes in an index or a market.  This can result
in  a  loss  that  exceeds  the  amount  actually  invested.

Liquidity  risk.  The  risk that occurs when investments cannot be readily sold.
A Fund may have to accept a less-than-desirable price to complete the sale of an
illiquid  security  or  may  not  be  able  to  sell  it  at  all.

Management  risk.  The  risk  that a Fund's portfolio management practices might
not  work  to  achieve  their  desired  result.

Market  risk.  The  risk  securities prices in a market, a sector or an industry
will  fluctuate,  and  that  such  movements might reduce an investment's value.

Opportunity  risk.  The risk of missing out on an investment opportunity because
the  assets  needed  to  take advantage of it are committed to less advantageous
investments  or  strategies.

Political  risk.  The  risk  that  may occur with foreign investments, and means
that  the  value  of an investment may be adversely affected by nationalization,
taxation,  war, government instability or other economic or political actions or
factors.

Transaction  risk.  The  risk  that  a Fund may be delayed or unable to settle a
transaction  or  that  commissions  and  settlement  expenses may be higher than
usual.

Shareholder  Advocacy and Social Responsibility.  As the Fund's advisor, Calvert
takes  a  proactive role to make a tangible positive contribution to our society
and that of future generations.  Calvert seeks to positively influence corporate
behavior  through  its  role as a shareholder by pushing companies toward higher
standards  of social and environmental responsibility.  Calvert's activities may
include  but  are  not  limited  to:

Dialogue  with  companies.  Calvert regularly initiates dialogue with management
as  part  of  its  social  research  process.  After  the  Fund  has  become  a
shareholder,  Calvert often continues its dialogue with management through phone
calls,  letters and in-person meetings.  Through its interaction, Calvert learns
about  management's successes and challenges and press for improvement on issues
of  concern.

Proxy  voting.  As a shareholder in the various portfolio companies, the Fund is
guaranteed  an opportunity each year to express its views on issues of corporate
governance  and  social  responsibility  at  annual  stock-





stockholder  meetings.  Calvert  takes  its  voting responsibility seriously and
votes  all  proxies  consistent  with the financial and social objectives of the
Fund.

Shareholder  resolutions.  Calvert  proposes  resolutions on a variety of social
issues.  It  files  shareholder  resolutions  when  our  dialogue with corporate
management  proves  unsuccessful to encourage a company to take action.  In most
cases,  Calvert's  efforts  have  led  to  negotiated  settlements with positive
results  for  shareholders  and  companies  alike.  For  example,  one  of  its
shareholder  resolutions  resulted in the company's first-ever disclosure of its
equal  employment  policies,  programs  and  workforce  demographics.

Management

Calvert  Asset  Management  Company,  Inc., 4550 Montgomery Avenue, Suite 1000N,
Bethesda,  Maryland  20814,  is  the  Calvert Fund's investment advisor. Calvert
provides  the  Fund with investment supervision and management and office space;
furnishes  executive  and  other personnel to the Fund, an pays the salaries and
fees  of  all  Directors  who are affiliated persons of the Advisor.  (Calvert's
management's  advisory  services  are  provided by a team.) It has been managing
mutual  funds  since 1976.  Calvert is the investment advisor for over 25 mutual
fund  portfolios,  including  the  first and largest family of socially screened
funds.  As  of  June  30,  2000,  Calvert  had over $6.6 billion in assets under
management.

Bridgeway  Capital  Management, Inc., 5615 Kirby Drive, Suite 518, Houston Texas
77005-2448  "),  is  the  Calvert Fund's investment sub-advisor, has managed the
Fund (previously the Bridgeway Fund, Inc. Social Responsibility Portfolio) since
its  inception  in  1994.

John Montgomery, founder and President of Bridgeway Capital Management, Inc., is
responsible for selecting the securities that the Fund purchases and sells.  Mr.
Montgomery  holds  bachelor  degrees from Swarthmore College in both engineering
and  philosophy  and  graduate degrees from MIT and Harvard Business School.  He
worked with computer modeling and quantitative methods as a research engineer at
MIT  in  the late 70's.  Later, as a student at Harvard, he investigated methods
to apply modeling to portfolio management.  John began applying these methods to
his  own investments in 1985.  He left the transportation industry at the end of
1991  to  perform  full  time  research  on  his  investment  models.

The  Fund  has  obtained  an  exemptive  order  from the Securities and Exchange
Commission  to  permit the Fund, pursuant to approval by the Board of Directors,
to  enter into and materially amend contracts with the Fund's Subadvisor without
shareholder  approval.

Advisory  Fees.  Calvert  Fund's advisory agreement provides for the Fund to pay
the Advisor a fee of 0.25% of the Fund's average daily net assets.  In addition,
the  Fund's  subadvisory agreement provides for the Fund to pay the Subadvisor a
fee  of  0.45%  of the Fund's average daily net assets.  The Subadvisor may earn
(or  have  its  base  fee  reduced by) a performance adjustment of plus or minus
0.25%,  based  on  the extent to which performance of the Fund exceeds or trails
the  Lipper  Large  Cap  Growth  Funds  Average.







Shareholder  Information

How  Shares  Are  Priced.  The  price of shares is based on the Fund's net asset
value  ("NAV").  NAV is computed by adding the value of the Fund's holdings plus
other  assets,  subtracting  liabilities,  and  then  dividing the result by the
number  of  shares  outstanding.  The  NAV  of  each  class  will  be different,
depending  on  the  number  of  shares  outstanding  for  each  class.

Portfolio  securities  and  other  assets are valued based on market quotations,
except that securities maturing within 60 days are valued at amortized cost.  If
market  quotations  are not readily available, securities are valued by a method
that  the  Fund's  Board  of  Directors believes accurately reflects fair value.

The NAV is calculated as of the close of each business day, which coincides with
the  closing  of  the  regular  session  of the New York Stock Exchange ("NYSE")
(normally  4  p.m.  ET).  Calvert Fund is open for business each day the NYSE is
open.  Please  note  that  there  are  some  federal  holidays, however, such as
Columbus  Day  and Veterans' Day, when the NYSE is open and the Fund is open but
purchases  cannot  be  received  because  the banks and post offices are closed.

Calvert  Fund may hold securities that are primarily listed on foreign exchanges
that  trade  on days when the NYSE is closed.  The Fund does not price shares on
days when the NYSE is closed, even if foreign markets may be open.  As a result,
the  value  of the Fund's shares may change on days when you will not be able to
buy  or  sell  your  shares.

When  Your  Account  Will  Be Credited.  A purchase will be processed at the NAV
next  calculated  after  your  order is received by the transfer agent in Kansas
City,  MO (see addresses on preceding page).  All purchases must be made in U.S.
dollars  and indicate the Fund and Class.  No cash or third party checks will be
accepted.  No  credit  card  or  credit  loan checks will be accepted.  The Fund
reserves  the right to suspend the offering of shares for a period of time or to
reject  any specific purchase order.  As a convenience, check purchases received
at  Calvert's office in Bethesda, Maryland will be sent by overnight delivery to
the  Transfer  Agent  and will be credited the next business day upon receipt by
the Transfer Agent.  You should note that the share price may change during this
period.  Any  check  purchase  received  without  an  investment  slip may cause
delayed  crediting.  Any  purchase  less  than  the  $250 minimum for subsequent
investments will be charged a fee of $5 payable to the Fund.  If your check does
not  clear  your  bank, your purchase will be canceled and you will be charged a
$25  fee  plus any costs incurred.  All purchases will be confirmed and credited
to  your  account in full and fractional shares (rounded to the nearest 1/1000th
of  a  share).

Dividends,  Capital  Gains  and Taxes.  Calvert Fund pays dividends from its net
investment  income annually.  Net investment income consists of interest income,
net  short-term  capital  gains,  if  any,  and  dividends  declared and paid on
investments,  less  expenses.  Distributions  of  net  short-term  capital gains
(treated as dividends for tax purposes) and net long-term capital gains, if any,
are  normally paid once a year; however, the Fund does not anticipate making any
such  distributions  unless  available capital loss carryovers have been used or
have  expired.  Dividend  and  distribution  payments will vary between classes.

Federal  Taxes.  In January, Calvert Fund will mail the Form 1099-DIV indicating
the  federal  tax  status  of  dividends and any capital gain distributions paid
during the past year.  Generally, dividends and distributions are taxable in the
year  they  are  paid.  However, any dividends and distributions paid in January
but





declared  during  the  prior  three  months  are  taxable  in the year declared.
Dividends  and  distributions  are taxable to shareholders regardless of whether
they  are  taken in cash or reinvested.  Dividends, including short-term capital
gains,  are  taxable  as  ordinary income.  Distributions from long-term capital
gains  are  taxable  as long-term capital gains, regardless of how long you have
owned  shares.

Shareholders  may  realize  a  capital  gain  or loss when they sell or exchange
shares.  This capital gain or loss will be short- or long-term, depending on how
long the shareholder has owned the shares which were sold.  In January, the Fund
will  mail  the  Form 1099-B indicating the total amount of all sales, including
exchanges.

Other  Tax  Information.  In  addition  to  federal taxes, you may be subject to
state  or  local  taxes  on your investment, depending on the laws in your area.
You  will  be  notified  to  the extent, if any, that dividends reflect interest
received  from  US  government  securities.  Such  dividends  may be exempt from
certain  state  income  taxes.

How To Sell Shares.  Shareholders may redeem all or a portion of their shares on
any  day  the Fund is open for business, provided the amount requested is not on
hold.  When  a  purchase  is  made  by  check  or  with Calvert Money Controller
(electronic  funds  transfer), the purchase may be on hold for up to 10 business
days from the date of receipt.  During the hold period, redemption proceeds will
not  be  sent until the Transfer Agent is reasonably satisfied that the purchase
payment  has been collected.  Shares will be redeemed at the NAV next calculated
(less  any  applicable  CDSC)  after  the  redemption request is received by the
transfer  agent in good order.  The proceeds will normally be sent to you on the
next  business  day, but if making immediate payment could adversely affect your
Fund,  it may take up to seven (7) days to make payment.  The Fund has the right
to  redeem shares in assets other than cash for redemption amounts exceeding, in
any  90-day  period, $250,000 or 1% of the net asset value of the affected Fund,
whichever  is less.  When the NYSE is closed (or when trading is restricted) for
any  reason  other  than its customary weekend or holiday closings, or under any
emergency circumstances as determined by the Securities and Exchange Commission,
redemptions may be suspended or payment dates postponed.  Please note that there
are some federal holidays, however, such as Columbus Day and Veterans' Day, when
the  NYSE is open and the Fund is open but redemptions cannot be mailed or wired
because  the  post  offices  and  banks  are  closed.

Sales  Loads.  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.


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.,  also  a Maryland
Corporation.  After  a comparison of both funds' organizational documents (i.e.,
the Articles of Incorporation and By-laws), it is not anticipated that there are
any  significant differences between the rights of shareholders of the Portfolio
and  Calvert  Fund.





GENERAL  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 to be declared effective on
October  31,  2000.  Quarterly, semi annual and annual reports 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; and for
Calvert  Fund are available by writing the Fund at 4550 Montgomery Avenue, Suite
1000N,  Bethesda,  Maryland 20814, or by calling (800) 368-2745.  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  and  other  information  filed by the funds can be inspected and
copied  at  the  public  reference  facilities  maintained by the Securities and
Exchange Commission in Washington, D.C. at 450 Fifth Street, N.W. Copies of such
material  can  be  obtained from the Public Reference Branch, Office of Consumer
Affairs  and  Information  Services,  Securities  and  Exchange  Commission,
Washington,  D.C.  20549  at  prescribed rates.  In addition, the Securities and
Exchange  Commission  maintains  a  Web  site (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 the 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.


A  majority of vote of the Portfolio shares are required to have a quorum at the
meeting; while a vote of 2/3 of the outstanding shares are necessary to pass the
proposal  before  Portfolio  shareholders.





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.  Shareholders of the Portfolio of
record  at  the  close of business on September 20, 2000 (the "record date") are
entitled  to  notice  of  and  to vote at the Special Meeting or any adjournment
thereof,  are  entitled  to  one  vote for each share held.  As of September 20,
2000,  as shown on the books of the Portfolio, there were issued and outstanding
259,467.150  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 September 20, 2000, 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  September 20, 2000, there were no persons owning of record 5% or more of
the  shares  of  the  Portfolio.



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  no  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



EXHIBIT  A

AGREEMENT  AND  PLAN  OF  REORGANIZATION


This  AGREEMENT  AND  PLAN OF REORGANIZATION, dated as of September 22, 2000, is
between  Bridgeway  Social  Responsibility Portfolio (the "Bridgeway Portfolio")
and  the  Calvert Large Cap Growth Fund ("Large Cap Growth Fund"). The Bridgeway
Portfolio  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 the Bridgeway
Portfolio  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 the Bridgeway
Portfolio  such  data  and  information  as shall be reasonably requested by the
Bridgeway  Portfolio  for  inclusion  in  the information to be furnished to its
shareholders  in  connection  with  the  meeting.



2.     REORGANIZATION

(a)     Plan  of  Reorganization. The Bridgeway Portfolio will convey, transfer,
and  deliver  to  Large  Cap  Growth Fund all of the then-existing assets of the
Bridgeway  Portfolio  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 the Bridgeway Portfolio 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 the Bridgeway
Portfolio  Shares  (rounded to the nearest millionth) by the net asset value per
share  of  Large  Cap  Growth  Fund  (rounded  to  the  nearest  millionth)  and
multiplying  the  quotient  by the number of outstanding shares of the Bridgeway
Portfolio  as  of  the  close  of  business on the closing date. It is expressly
agreed  that there will be no sales charge to the Bridgeway Portfolio, or to any
of  the  shareholders  of the Bridgeway Portfolio upon distribution of Large Cap
Growth  Fund  Shares  to  them;  and

(ii)     not  to  assume  any  of  the  Bridgeway  Portfolio'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 the Bridgeway Portfolio 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 the Bridgeway Portfolio'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
the  Bridgeway Portfolio'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  the  Bridgeway  Portfolio,  shall  be  furnished  by  the Bridgeway
Portfolio  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  the  Bridgeway  Portfolio  at  the  Closing.


4.     LIQUIDATION  AND  DISSOLUTION


(a)     As  soon  as practicable after the Closing Date, the Bridgeway Portfolio
will distribute pro rata to the Bridgeway Portfolio shareholders of record as of
the  close  of  business on the Closing Date the shares of Large Cap Growth Fund
received  by  the Bridgeway Portfolio 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  the  Bridgeway  Portfolio, 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 the Bridgeway Portfolio, and the Bridgeway Portfolio
agrees  to provide on the Closing Date instructions to transfer to a shareholder
account  for each former the Bridgeway Portfolio 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 the Bridgeway Portfolio 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 the Bridgeway
Portfolio, and in no event later than 12 months from the date of this Agreement,
the  Bridgeway  Portfolio  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 the
Bridgeway  Portfolio  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 September 30, 2000,
250,000,000  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  September  30,  2000,  or  otherwise previously disclosed to the
Bridgeway  Portfolio, 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
the  Bridgeway Portfolio 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  the  Bridgeway Portfolio 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.  The  Bridgeway  Portfolio  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, the Bridgeway Portfolio is not qualified to do
business  as a foreign corporation under the laws of any jurisdiction other than
the State of Texas. The Bridgeway Portfolio 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 the Bridgeway
Portfolio  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.  The  Bridgeway  Portfolio  has  a  relatively unlimited
number  of  shares of beneficial interest, no par value, of which as of June 30,
2000,  204,600  Shares were outstanding, and no shares were held in the treasury
of  the  Bridgeway  Portfolio.  All  of  the outstanding shares of the Bridgeway
Portfolio  have  been  duly  authorized  and are validly issued, fully paid, and
non-assessable.  Since  the  Bridgeway  Portfolio  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 the Bridgeway Portfolio may change
prior  to  the  Effective  Date  of  the  Reorganization.

(d)     Financial  Statements.  The  financial  statements  of  the  Bridgeway
Portfolio  for  the year ended June 30, 2000 ("the Bridgeway Portfolio Financial
Statements"),  previously delivered to Large Cap Growth Fund, fairly present the
financial  position  of  the  Bridgeway  Portfolio  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. Bridgeway has the power to enter into
the  Plan  on behalf of the Bridgeway Portfolio 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  Bridgeway  and, except for approval by the holders of its capital
stock, no other proceedings by Bridgeway are necessary to authorize its officers
to  effectuate  the  Plan  and  the  transactions  contemplated.  The  Bridgeway
Portfolio  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 the Bridgeway Portfolio whether
or  not determined or determinable, other than liabilities disclosed or provided
for  in the Bridgeway Portfolio Financial Statements and liabilities incurred in
the  ordinary  course  of  business  subsequent  to  June 30, 2000, 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 the Bridgeway
Portfolio.

(g)     Litigation.  To  the  knowledge  of the Bridgeway Portfolio there are no
claims,  actions,  suits,  or  proceedings,  pending  or threatened, which would
adversely  affect  the  Bridgeway  Portfolio 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, Bridgeway on behalf of the
Bridgeway  Portfolio 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 the Bridgeway Portfolio have
been  filed  for  all taxable years to and including the taxable year ended June
30,  2000,  and  all  taxes payable pursuant to such returns have been paid. The
Bridgeway  Portfolio  has  qualified as a regulated investment company under the
Internal  Revenue  Code  with respect to each past taxable year of the Bridgeway
Portfolio  since  commencement  of  its  operations.

(j)     Portfolio  Securities.  All  securities  to be listed in the schedule of
investments  of  the  Bridgeway  Portfolio  as  of  the  Effective  Time  of the
Reorganization  will  be owned by Bridgeway on behalf of the Bridgeway Portfolio
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.  The  Bridgeway  Portfolio  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 the Bridgeway Portfolio 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  the  Bridgeway  Portfolio:

     (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 the Bridgeway Portfolio, 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  the  Bridgeway Portfolio 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, the Bridgeway Portfolio 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 the Bridgeway Portfolio since
June  30, 2000. Large Cap Growth Fund shall have received a certificate from the
Bridgeway  Portfolio 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 the Bridgeway Portfolio and the shareholders of the Bridgeway Portfolio.
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 the
Bridgeway  Portfolio  in  connection  with the Reorganization, and on such other
written  representations  as  the Bridgeway Portfolio 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  the  Bridgeway  Portfolio  nor  Large Cap Growth Fund will
recognize  any  gain  or  loss  upon the transfer of the assets of the Bridgeway
Portfolio 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 the Bridgeway Portfolio;






     (ii)     the  shareholders of the Bridgeway Portfolio 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  the  Bridgeway  Portfolio  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 the
Bridgeway  Portfolio's  shareholders will be the same as the basis of the shares
of  capital  stock  of  the Bridgeway Portfolio surrendered in the exchange; and

     (iv)      the basis of the Bridgeway Portfolio assets acquired by Large Cap
Growth  Fund  will  be  the  same  as  the basis of such assets to the Bridgeway
Portfolio  immediately  prior  to  the  Reorganization.

(d)     Opinion  of  Counsel.  Large  Cap  Growth  Fund  shall have received the
opinion  of counsel for the Bridgeway Portfolio, 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)     the  Bridgeway  Portfolio  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,  the  Bridgeway  Portfolio.


9.     CONDITIONS  TO  OBLIGATIONS  OF  BRIDGEWAY  FUND


The  obligations of the Bridgeway Portfolio 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.

(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  September  30,  2000. As of the Effective Time of the Reorganization, the
Bridgeway Portfolio shall have received a certificate from Large Cap Growth Fund
satisfactory in form and substance to the Bridgeway Portfolio 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. The Bridgeway Portfolio shall have received the opinion of
counsel,  dated  the  Effective  Time of the Reorganization, addressed to and in
form and substance satisfactory to the Bridgeway Portfolio, as to certain of the
federal income tax consequences of the Reorganization under the Internal Revenue
Code  to  Large  Cap Growth Fund 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 the Bridgeway Portfolio in
connection with the Reorganization, and on such other written representations as
the  Bridgeway  Portfolio  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  the  Bridgeway  Portfolio  nor  Large Cap Growth Fund will
recognize  any  gain  or  loss  upon the transfer of the assets of the Bridgeway
Portfolio  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  the  Bridgeway  Portfolio;

     (ii)     the  shareholders of the Bridgeway Portfolio 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  the  Bridgeway  Portfolio  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 the
Bridgeway  Portfolio's  shareholders will be the same as the basis of the shares
of  capital  stock  of  the Bridgeway Portfolio surrendered in the exchange; and

     (iv)     the  basis of the Bridgeway Portfolio assets acquired by Large Cap
Growth  Fund  will  be  the  same  as  the basis of such assets to the Bridgeway
Portfolio  immediately  prior  to  the  Reorganization.

(e)     Opinion  of  Counsel.  The  Bridgeway  Portfolio shall have received the
opinion  of  counsel  for Large Cap Growth Fund, dated the Effective Time of the
Reorganization,  addressed  to  and  in  form  and substance satisfactory to the
Bridgeway  Portfolio,  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  either  party,  amend  the  Plan  at any time before or after
approval  of the Plan by shareholders of the Bridgeway Portfolio, 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)     the  Bridgeway Portfolio 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 the Bridgeway Portfolio if:
(i)  a  material condition to its performance under this Agreement or a material
covenant of the Bridgeway Portfolio 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 the Bridgeway Portfolio.

(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 the Bridgeway Portfolio, 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 June 30, 2000 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

     (ii)     Notice  to  Bridgeway:          Bridgeway  Fund,  Inc.
                                   5615  Kirby  Drive,  Suite  518
                              Houston,  TX  77005-2448


11.     EXPENSES


The  Bridgeway  Portfolio 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,  the  Bridgeway  Portfolio  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, all as of the day
and  year  first  above  written,  and  to  be  delivered  as  required.


(SEAL)          BRIDGEWAY  SOCIAL  RESPONSIBILITY  FUND


Attest:



By:     /s/  John  Montgomery
Name:  John  Montgomery
Title:


(SEAL)          CALVERT  LARGE  CAP  GROWTH  FUND


By:     /s/  Barbara  J  Krumsiek
Name:  Barbara  J.  Krumsiek
Title:     President






                            Calvert Impact Fund, Inc.
                       STATEMENT OF ADDITIONAL INFORMATION

                               September 22, 2000

                        Acquisition of the Assets of the
                         Social Responsibility Portfolio
                     (a series of the Bridgeway Fund, Inc.)

                           5615 Kirby Drive, Suite 518
                             Houston, TX 77005-2448

                        By and In Exchange for Shares of

                          Calvert Large Cap Growth Fund
                   (a series of the Calvert Impact Fund, Inc.)
                       4550 Montgomery Avenue, Suite 1000N
                            Bethesda, Maryland 20814

     This  Statement  of  Additional  Information,  relating specifically to the
proposed  transfer  of  all  or  substantially  all  of the assets of the Social
Responsibility  Portfolio in exchange for shares of the Calvert Large Cap Growth
Fund,  consists of this cover page, the Pro Forma Financial Information, and the
Statement  of Additional Information of the Calvert Large Cap Growth Fund, dated
September  22,  2000,  attached  hereto  and  incorporated  by  reference.

     This  Statement  of  Additional  Information  is  not  a  prospectus.  A
Prospectus/Proxy  Statement  dated  September  25,  2000,  relating  to  the
above-referenced  matter  may  be  obtained  from Calvert Group, 4550 Montgomery
Avenue,  Suite  1000N,  Bethesda,  Maryland 20814.  This Statement of Additional
Information  relates  to,  and  should  be  read  in  conjunction  with,  such
Prospectus/Proxy  Statement.  For  information  about  the Social Responsibility
Portfolio

     The  Prospectus  and  Statement  of  Additional  Information  of the Social
Responsibility  Portfolio  are  hereby  incorporated  by reference and are dated
October  31,  1999.  You may obtain copies by calling or writing Bridgeway Fund,
Inc. at 5615 Kirby Drive, Suite 518, Houston, Texas 77005-2448 or by calling the
Fund's  office  at  (800)  661-3550.

     The date of this Statement of Additional Information is September 22, 2000.




                                TABLE OF CONTENTS

     Investment  Policies  and  Risks           3
     Investment  Restrictions                  11
     Dividends,  Distributions  and  Taxes     13
     Net  Asset  Value                         14
     Calculation  of  Total  Return            14
     Purchase  and  Redemption  of  Shares     15
     Directors  and  Officers                  15
     Investment  Advisor  and  Subadvisor      17
     Administrative  Services  Agent           18
     Method  of  Distribution                  18
     Transfer  and  Shareholder  Servicing
       Agents                                  20
     Portfolio  Transactions                   20
     General  Information                      21




                          INVESTMENT POLICIES AND RISKS
                          -----------------------------

Foreign  Securities
     Investments  in foreign securities may present risks not typically involved
in  domestic  investments. The Fund may purchase foreign securities directly, on
foreign  markets, or those represented by American Depositary Receipts ("ADRs"),
or  other  receipts  evidencing  ownership  of  foreign  securities,  such  as
International  Depository Receipts and Global Depositary Receipts. ADRs are U.S.
dollar-denominated  and  traded in the U.S. on exchanges or over the counter. By
investing  in  ADRs rather than directly in foreign issuers' stock, the Fund may
possibly avoid some currency and some liquidity risks. The information available
for  ADRs  is subject to the more uniform and more exacting accounting, auditing
and  financial  reporting  standards of the domestic market or exchange on which
they  are  traded.
     Additional  costs  may  be  incurred  in  connection  with  international
investment  since  foreign  brokerage  commissions  and  the  custodial  costs
associated  with  maintaining  foreign portfolio securities are generally higher
than  in  the  United  States.  Fee  expense  may  also  be incurred on currency
exchanges  when  the  Fund  changes  investments  from one country to another or
converts  foreign  securities  holdings  into  U.S.  dollars.
     United  States  Government  policies  have  at  times, in the past, through
imposition  of  interest  equalization taxes and other restrictions, discouraged
certain  investments  abroad  by  United  States investors. In addition, foreign
countries  may  impose  withholding  and  taxes  on  dividends  and  interest.
     Since  investments  in securities of issuers domiciled in foreign countries
usually  involve  currencies  of  the  foreign countries, and since the Fund may
temporarily hold funds in foreign currencies during the completion of investment
programs,  the  value  of  the  assets  of the Fund as measured in United States
dollars  may be affected favorably or unfavorably by changes in foreign currency
exchange  rates  and  exchange control regulations. For example, if the value of
the foreign currency in which a security is denominated increases or declines in
relation  to  the  value  of  the U.S. dollar, the value of the security in U.S.
dollars  will  increase  or  decline  correspondingly. The Fund will conduct its
foreign  currency  exchange  transactions either on a spot (i.e., cash) basis at
the  spot  rate  prevailing  in the foreign exchange market, or through entering
into forward contracts to purchase or sell foreign currencies. A forward foreign
currency contract involves an obligation to purchase or sell a specific currency
at  a  future  date  which  may be any fixed number of days from the date of the
contract agreed upon by the parties, at a price set at the time of the contract.
These  contracts  are  traded in the interbank market conducted directly between
currency  traders  (usually  large,  commercial  banks)  and  their customers. A
forward  foreign  currency contract generally has no deposit requirement, and no
commissions  are  charged  at  any  stage  for  trades.
     The Fund may enter into forward foreign currency contracts for two reasons.
First,  the  Fund  may  desire  to  preserve the United States dollar price of a
security  when  it enters into a contract for the purchase or sale of a security
denominated  in  a  foreign currency. The Fund may be able to protect themselves
against  possible  losses resulting from changes in the relationship between the
United  States  dollar and foreign currencies during the period between the date
the  security  is  purchased  or  sold  and the date on which payment is made or
received  by  entering  into  a forward contract for the purchase or sale, for a
fixed  amount  of dollars, of the amount of the foreign currency involved in the
underlying  security  transactions.
     Second,  when  the  Advisor  or  Subadvisor believes that the currency of a
particular  foreign  country may suffer a substantial decline against the United
States  dollar, the Fund enter into a forward foreign currency contract to sell,
for  a fixed amount of dollars, the amount of foreign currency approximating the
value  of  some  or  all  of  the  Fund's securities denominated in such foreign
currency.  The precise matching of the forward foreign currency contract amounts
and  the  value of the Fund's securities involved will not generally be possible
since  the future value of the securities will change as a consequence of market
movements  between the date the forward contract is entered into and the date it
matures. The projection of short-term currency market movement is difficult, and
the  successful  execution  of  this  short-term  hedging strategy is uncertain.
Although  forward  foreign  currency contracts tend to minimize the risk of loss
due to a decline in the value of the hedged currency, at the same time they tend
to limit any potential gain which might result should the value of such currency
increase.  The  Fund  does not intend to enter into such forward contracts under
this  circumstance  on  a  regular  or  continuous  basis.

SMALL  CAP  ISSUERS
     The  securities  of  small cap issuers may be less actively traded than the
securities of larger issuers, may trade in a more limited volume, and may change
in  value  more  abruptly  than  securities  of  larger  companies.
     Information  concerning  these  securities  may not be readily available so
that  the  companies  may be less actively followed by stock analysts. Small-cap
issuers  do not usually participate in market rallies to the same extent as more
widely-known securities, and they tend to have a relatively higher percentage of
insider  ownership.
     Investing  in  smaller,  new  issuers  generally involves greater risk than
investing  in larger, established issuers. Companies in which the Fund is likely
to invest may have limited product lines, markets or financial resources and may
lack  management  depth.  The securities in such companies may also have limited
marketability and may be subject to more abrupt or erratic market movements than
securities  of  larger,  more  established  companies  or the market averages in
general.

TEMPORARY  DEFENSIVE  POSITIONS
     For  temporary  defensive  purposes,  the  Fund  may invest in cash or cash
equivalents.  Cash  equivalents include instruments such as, but not limited to,
U.S.  government  and  agency  obligations,  certificates  of  deposit, banker's
acceptances,  time  deposits  commercial  paper,  short-term  corporate  debt
securities,  and  repurchase  agreements.  The  Fund  may invest in money market
instruments of banks, whether foreign or domestic, including obligations of U.S.
branches  of  foreign  banks  ("Yankee"  instruments) and obligations of foreign
branches  of U.S. banks ("Eurodollar" instruments). All such instruments must be
high-quality, US dollar-denominated obligations. Although not subject to foreign
currency risk since they are US dollar-denominated, investments in foreign money
market  instruments  may  involve  risks  that are different than investments in
securities  of  U.S.  issuers.  See  "Foreign  Securities"  above.  The  Fund's
investments  in  temporary  defensive  positions are generally not FDIC insured,
even  though  a  bank  may  be  the  issuer.

REPURCHASE  AGREEMENTS
     The  Fund  may  purchase  debt securities subject to repurchase agreements,
which  are  arrangements  under  which  the Fund buys a security, and the seller
simultaneously  agrees  to repurchase the security at a specified time and price
reflecting  a market rate of interest. The Fund engages in repurchase agreements
in  order to earn a higher rate of return than it could earn simply by investing
in  the  obligation which is the subject of the repurchase agreement. Repurchase
agreements  are  not, however, without risk. In the event of the bankruptcy of a
seller  during the term of a repurchase agreement, a legal question exists as to
whether  the  Fund would be deemed the owner of the underlying security or would
be  deemed  only to have a security interest in and lien upon such security. The
Fund  will  only  engage  in  repurchase  agreements  with recognized securities
dealers  and  banks determined to present minimal credit risk by the Advisor. In
addition, the Fund will only engage in repurchase agreements reasonably designed
to  secure  fully  during  the  term of the agreement the seller's obligation to
repurchase  the  underlying  security  and  will monitor the market value of the
underlying  security  during  the  term  of  the  agreement. If the value of the
underlying  security  declines and is not at least equal to the repurchase price
due  the  Fund  pursuant  to  the agreement, the Fund will require the seller to
pledge additional securities or cash to secure the seller's obligations pursuant
to the agreement. If the seller defaults on its obligation to repurchase and the
value  of  the  underlying  security declines, the Fund may incur a loss and may
incur  expenses  in  selling  the underlying security. Repurchase agreements are
always  for  periods of less than one year. The Fund may have a decreased return
in  a  repurchase  agreement  if the repurchase rate is less than the return the
Fund might have received if it bought the instrument directly, although any cash
position  invested  in  a repurchase agreement will not be exposed to market and
interest  rate  risk  that  the  direct  investment  would  have had. Repurchase
agreements  not  terminable  within  seven  days  are  considered  illiquid.

REVERSE  REPURCHASE  AGREEMENTS
     The  Fund may also engage in reverse repurchase agreements. Under a reverse
repurchase  agreement,  the  Fund  sells  portfolio  securities  to  a  bank  or
securities  dealer  and agrees to repurchase those securities from such party at
an  agreed  upon  date  and price reflecting a market rate of interest. The Fund
invests  the  proceeds  from each reverse repurchase agreement in obligations in
which  it  is  authorized  to  invest.  The Fund intends to enter into a reverse
repurchase  agreement  only  when  the  interest  income  provided  for  in  the
obligation  in  which  the  Fund  invests the proceeds is expected to exceed the
amount  the  Fund  will pay in interest to the other party to the agreement plus
all  costs  associated with the transactions. The Fund does not intend to borrow
for  leverage  purposes. The Fund will only be permitted to pledge assets to the
extent  necessary  to  secure  borrowings  and  reverse  repurchase  agreements.
     During  the  time  a  reverse repurchase agreement is outstanding, the Fund
will  maintain  in  a  segregated  custodial  account  an  amount  of cash, U.S.
Government  securities  or  other  liquid, high-quality debt securities equal in
value  to the repurchase price. The Fund will mark to market the value of assets
held  in the segregated account, and will place additional assets in the account
whenever  the  total  value of the account falls below the amount required under
applicable  regulations.
     The  Fund's use of reverse repurchase agreements involves the risk that the
other  party to the agreements could become subject to bankruptcy or liquidation
proceedings during the period the agreements are outstanding. In such event, the
Fund  may  not  be  able  to repurchase the securities it has sold to that other
party.  Under  those  circumstances,  if at the expiration of the agreement such
securities are of greater value than the proceeds obtained by the Fund under the
agreements,  the  Fund  may  have  been  better  off had it not entered into the
agreement.  However, the Fund will enter into reverse repurchase agreements only
with  banks  and dealers which the Advisor believes present minimal credit risks
under guidelines adopted by the Fund's Board of Directors. In addition, the Fund
bears the risk that the market value of the securities it sold may decline below
the  agreed-upon repurchase price, in which case the dealer may request the Fund
to  post  additional  collateral.

HIGH  SOCIAL  IMPACT  AND  SPECIAL  EQUITIES  INVESTMENTS
     The  Fund  will  not purchase debt securities other than High Social Impact
Investments  (or  money  market instruments). The High Social Impact Investments
program targets a percentage of the Fund's assets 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.  These  securities are unrated - they are expected to be the
equivalent  of  non-investment  grade  debt  securities - that is, lower quality
debt  securities  (generally  those  rated  BB or lower by S&P or Ba or lower by
Moody's,  known  as  "junk  bonds").  These  securities  have  moderate  to poor
protection  of  principal  and  interest  payments  and  have  speculative
characteristics.  See  Appendix  for  a  description of the ratings.) The annual
return on High Social Impact Investments is between 0% and 4%. Thus, rather than
earning  a  higher rate, as would be expected, to compensate for higher the risk
(i.e.,  lower credit quality), they earn a rate of return that is lower than the
rate  currently  earned  by  high  quality U.S. Treasury securities. There is no
secondary  market  for  these  securities.
     The  Fund  expects to purchase all of its High Social Impact Investments in
notes  issued  by  the  Calvert  Social  Investment  Foundation,  a  non-profit
organization, legally distinct from Calvert Group, organized as a charitable and
educational  foundation  for  the  purpose  of  increasing  public awareness and
knowledge  of  the  concept  of  socially responsible investing.  The Foundation
prepares  its own careful credit analysis to attempt to identify those community
development  issuers  whose  financial  condition  is  adequate  to  meet future
obligations  or  is  expected  to  be  adequate in the future. Through portfolio
diversification  and  credit  analysis, investment risk can be reduced, although
there can be no assurance that losses will not occur. The Foundation maintains a
certain  required level of capital upon which the Fund could rely if a note were
ever  to  default.
     With  respect  to  the  Special  Equities  program,  the Fund has not set a
specific  investment  restriction  or  limit  on  the amount of such investments
although,  as  an  illiquid security, the Fund will only make investments within
the 15% limit on illiquid securities (See, "Investment Restrictions" below), and
in  fact,  expects  any  such  investments  to  be  far  below  this  limit.

NON-INVESTMENT  GRADE  DEBT  SECURITIES
     Non-investment  grade  debt  securities  are  lower quality debt securities
(generally  those  rated  BB or lower by S&P or Ba or lower by Moody's, known as
"junk bonds." These securities have moderate to poor protection of principal and
interest  payments  and  have  speculative  characteristics.  See Appendix for a
description of the ratings.) These securities involve greater risk of default or
price  declines  due  to  changes  in  the  issuer's  creditworthiness  than
investment-grade  debt securities. Because the market for lower-rated securities
may  be  thinner  and less active than for higher-rated securities, there may be
market price volatility for these securities and limited liquidity in the resale
market.  Market prices for these securities may decline significantly in periods
of general economic difficulty or rising interest rates. Unrated debt securities
may  fall  into  the  lower quality category. Unrated securities usually are not
attractive  to  as many buyers as rated securities are, which may make them less
marketable.
     The  quality  limitation  set  forth  in  the  Fund's  investment policy is
determined  immediately  after  the  Fund's  acquisition  of  a  given security.
Accordingly, any later change in ratings will not be considered when determining
whether  an  investment  complies  with  the  Fund's  investment  policy.
     When purchasing non-investment grade debt securities, rated or unrated, the
Advisor and/or Subadvisor prepares its own careful credit analysis to attempt to
identify  those  issuers  whose  financial  condition is adequate to meet future
obligations  or  is  expected  to  be  adequate in the future. Through portfolio
diversification  and  credit  analysis, investment risk can be reduced, although
there  can  be  no  assurance  that  losses  will  not  occur.

DERIVATIVES
     The Fund can use various techniques to increase or decrease its exposure to
changing  security prices, interest rates, or other factors that affect security
values.  These techniques may involve derivative transactions such as buying and
selling  options  and  futures contracts and leveraged notes, entering into swap
agreements,  and purchasing indexed securities. The Fund can use these practices
either  as  substitution or as protection against an adverse move in the Fund to
adjust  the  risk  and return characteristics of the Fund. If the Advisor and/or
Subadvisor  judges market conditions incorrectly or employs a strategy that does
not  correlate  well  with  a  Fund's investments, or if the counterparty to the
transaction  does  not  perform  as promised, these techniques could result in a
loss.  These  techniques may increase the volatility of a Fund and may involve a
small  investment  of  cash  relative  to  the  magnitude  of  the risk assumed.
Derivatives  are  often  illiquid.

OPTIONS  AND  FUTURES  CONTRACTS
     The Fund may, in pursuit of its investment objective, purchase put and call
options  and  engage  in  the  writing  of  covered call options and secured put
options  on  securities,  and  employ  a variety of other investment techniques.
Specifically,  the  Fund may also engage in the purchase and sale of stock index
future  contracts,  foreign  currency  futures  contracts, interest rate futures
contracts,  and  options  on  such  futures,  as  described  more  fully  below.
     The  Fund  may  engage  in  such  transactions  only  to hedge the existing
positions.  They  will  not  engage  in  such  transactions  for the purposes of
speculation  or  leverage. Such investment policies and techniques may involve a
greater  degree  of  risk  than  those  inherent in more conservative investment
approaches.
     The  Fund  may  write "covered options" on securities in standard contracts
traded  on  national  securities  exchanges.  The Fund may write such options in
order  to  receive  the  premiums from options that expire and to seek net gains
from  closing  purchase  transactions  with  respect  to  such  options.

Put  and  Call  Options. The Fund may purchase put and call options, in standard
contracts  traded  on national securities exchanges. The Fund will purchase such
options  only to hedge against changes in the value of securities the Fund holds
and not for the purposes of speculation or leverage. By buying a put, a Fund has
the  right to sell the security at the exercise price, thus limiting its risk of
loss  through  a  decline  in  the  market  value  of the security until the put
expires.  The amount of any appreciation in the value of the underlying security
will  be  partially  offset by the amount of the premium paid for the put option
and  any related transaction costs. Prior to its expiration, a put option may be
sold  in  a  closing  sale transaction and any profit or loss from the sale will
depend  on whether the amount received is more or less than the premium paid for
the  put  option  plus  the  related  transaction  costs.
     The  Fund  may purchase call options on securities which they may intend to
purchase.  Such transactions may be entered into in order to limit the risk of a
substantial  increase in the market price of the security which the Fund intends
to  purchase.  Prior  to  its expiration, a call option may be sold in a closing
sale transaction. Any profit or loss from such a sale will depend on whether the
amount  received  is more or less than the premium paid for the call option plus
the  related  transaction  costs.

Covered  Options.  The  Fund  may  write only covered options on equity and debt
securities  in  standard contracts traded on national securities exchanges. This
means  that,  in the case of call options, so long as a Fund is obligated as the
writer  of  a call option, that Fund will own the underlying security subject to
the  option  and,  in  the  case  of  put  options,  that Fund will, through its
custodian,  deposit  and  maintain either cash or securities with a market value
equal  to  or  greater  than  the  exercise  price  of  the  option.
     When  a Fund writes a covered call option, the Fund gives the purchaser the
right  to  purchase the security at the call option price at any time during the
life  of  the  option. As the writer of the option, the Fund receives a premium,
less  a  commission, and in exchange foregoes the opportunity to profit from any
increase  in  the  market value of the security exceeding the call option price.
The  premium  serves  to  mitigate  the effect of any depreciation in the market
value  of  the security. Writing covered call options can increase the income of
the  Fund  and thus reduce declines in the net asset value per share of the Fund
if  securities  covered  by  such  options  decline in value. Exercise of a call
option  by  the  purchaser  however  will  cause  the  Fund  to  forego  future
appreciation  of  the  securities  covered  by  the  option.
     When  a  Fund  writes  a  covered  put option, it will gain a profit in the
amount of the premium, less a commission, so long as the price of the underlying
security  remains  above the exercise price. However, the Fund remains obligated
to purchase the underlying security from the buyer of the put option (usually in
the  event the price of the security falls below the exercise price) at any time
during  the  option  period. If the price of the underlying security falls below
the  exercise price, the Fund may realize a loss in the amount of the difference
between  the exercise price and the sale price of the security, less the premium
received.
     The  Fund  may  purchase  securities which may be covered with call options
solely  on the basis of considerations consistent with the investment objectives
and  policies of the Fund. The Fund's turnover may increase through the exercise
of  a  call option; this will generally occur if the market value of a "covered"
security  increases  and  the  Fund  has  not  entered  into  a closing purchase
transaction.

Risks  Related  to Options Transactions. The Fund can close out its positions in
exchange-traded options only on an exchange which provides a secondary market in
such  options.  Although  the  Fund  intends  to  acquire  and  write  only such
exchange-traded  options  for which an active secondary market appears to exist,
there  can  be  no  assurance  that  such a market will exist for any particular
option contract at any particular time. This might prevent the Fund from closing
an options position, which could impair the Fund's ability to hedge effectively.
The  inability  to  close  out  a  call  position  may have an adverse effect on
liquidity because the Fund may be required to hold the securities underlying the
option  until  the  option  expires  or  is  exercised.

     Futures Transactions. The Fund may purchase and sell futures contracts, but
only  when,  in  the  judgment  of  the Advisor, such a position acts as a hedge
against  market  changes which would adversely affect the securities held by the
Fund.  These futures contracts may include, but are not limited to, market index
futures  contracts  and  futures contracts based on U.S. Government obligations.
     A  futures  contract  is an agreement between two parties to buy and sell a
security on a future date which has the effect of establishing the current price
for  the  security.  Although  futures  contracts  by their terms require actual
delivery  and  acceptance  of securities, in most cases the contracts are closed
out  before  the  settlement  date  without  the making or taking of delivery of
securities. Upon buying or selling a futures contract, the Fund deposits initial
margin  with  its custodian, and thereafter daily payments of maintenance margin
are  made  to  and  from  the  executing  broker. Payments of maintenance margin
reflect  changes  in  the  value  of  the  futures contract, with the Fund being
obligated  to  make  such payments if its futures position becomes less valuable
and  entitled  to  receive  such payments if its positions become more valuable.
     The  Fund  may  only  invest  in  futures  contracts  to hedge its existing
investment  positions  and  not  for income enhancement, speculation or leverage
purposes.
     Futures  contracts  are  designed  by  boards of trade which are designated
"contracts  markets"  by  the  Commodity Futures Trading Commission ("CFTC"). As
series  of  a  registered investment company, the Fund is eligible for exclusion
from  the  CFTC's definition of "commodity pool operator," meaning that the Fund
may  invest  in futures contracts under specified conditions without registering
with  the CFTC. Futures contracts trade on contracts markets in a manner that is
similar  to  the way a stock trades on a stock exchange and the boards of trade,
through  their  clearing  corporations,  guarantee performance of the contracts.

Options  on  Futures  Contracts.  The  Fund  may  purchase and write put or call
options  and  sell  call  options  on  futures  contracts  in which a fund could
otherwise  invest and which are traded on a U.S. exchange or board of trade. The
Fund  may  also  enter into closing transactions with respect to such options to
terminate  an existing position; that is, to sell a put option already owned and
to  buy  a  call  option  to  close a position where the Fund has already sold a
corresponding  call  option.
     The  Fund  may  only  invest  in  options on futures contracts to hedge its
existing  investment  positions  and  not for income enhancement, speculation or
leverage  purposes.
     An  option  on  a futures contract gives the purchaser the right, in return
for the premium paid, to assume a position in a futures contract-a long position
if  the  option  is  a  call  and  a  short position if the option is a put-at a
specified  exercise  price at any time during the period of the option. The Fund
will  pay  a premium for such options purchased or sold. In connection with such
options  bought  or sold, the Fund will make initial margin deposits and make or
receive maintenance margin payments which reflect changes in the market value of
such  options. This arrangement is similar to the margin arrangements applicable
to  futures  contracts  described  above.

Put  Options  on  Futures  Contracts.  The  purchase  of  put options on futures
contracts  is  analogous to the sale of futures contracts and is used to protect
the Fund against the risk of declining prices. The Fund may purchase put options
and  sell  put  options on futures contracts that are already owned by the Fund.
The Fund will only engage in the purchase of put options and the sale of covered
put  options  on  market  index  futures  for  hedging  purposes.

Call Options on Futures Contracts. The sale of call options on futures contracts
is  analogous  to  the sale of futures contracts and is used to protect the Fund
against  the  risk  of declining prices. The purchase of call options on futures
contracts  is analogous to the purchase of a futures contract. The Fund may only
buy call options to close an existing position where the Fund has already sold a
corresponding call option, or for a cash hedge. The Fund will only engage in the
sale  of  call  options  and  the  purchase of call options to cover for hedging
purposes.

Writing  Call  Options  on  Futures  Contracts.  The  writing of call options on
futures  contracts  constitutes  a partial hedge against declining prices of the
securities  deliverable  upon  exercise  of the futures contract. If the futures
contract  price  at expiration is below the exercise price, the Fund will retain
the full amount of the option premium which provides a partial hedge against any
decline  that  may  have  occurred  in  the  Fund's  securities  holdings.

Risks  of  Options  and Futures Contracts. If the Fund has sold futures or takes
options  positions  to hedge its portfolio against decline in the market and the
market  later  advances,  the Fund may suffer a loss on the futures contracts or
options which it would not have experienced if it had not hedged. Correlation is
also  imperfect  between  movements  in  the  prices  of  futures  contracts and
movements  in  prices of the securities which are the subject of the hedge. Thus
the  price of the futures contract or option may move more than or less than the
price  of  the  securities  being hedged. Where a Fund has sold futures or taken
options positions to hedge against decline in the market, the market may advance
and  the  value  of the securities held in the Fund may decline. If this were to
occur,  the  Fund  might lose money on the futures contracts or options and also
experience a decline in the value of its portfolio securities. However, although
this  might  occur  for  a  brief  period  or to a slight degree, the value of a
diversified  portfolio  will  tend  to  move  in  the  direction  of  the market
generally.
     The  Fund  can  close out futures positions only on an exchange or board of
trade  which  provides  a  secondary  market  in such futures. Although the Fund
intends  to  purchase  or  sell  only such futures for which an active secondary
market appears to exist, there can be no assurance that such a market will exist
for  any  particular futures contract at any particular time. This might prevent
the  Fund  from closing a futures position, which could require the Fund to make
daily  cash  payments with respect to its position in the event of adverse price
movements.
     Options  on  futures  transactions  bear  several  risks  apart  from those
inherent  in options transactions generally. The Fund's ability to close out its
options  positions  in  futures  contracts  will  depend  upon whether an active
secondary  market  for such options develops and is in existence at the time the
Fund  seeks to close its positions. There can be no assurance that such a market
will  develop  or  exist.  Therefore, the Fund might be required to exercise the
options  to  realize  any  profit.

                             INVESTMENT RESTRICTIONS
                             -----------------------

Fundamental  Investment  Restrictions
     The  Fund  has  adopted  the following fundamental investment restrictions.
These  restrictions  cannot  be changed without the approval of the holders of a
majority  of  the  outstanding  shares  of  the  Fund.

 (1)  The  Fund may not make any investment inconsistent with its classification
as  a  diversified  investment  company  under  the  1940  Act.
(2)  The  Fund  may not concentrate its investments in the securities of issuers
primarily  engaged  in  any particular industry (other than securities issued or
guaranteed  by  the  US  Government  or  its  agencies  or instrumentalities and
repurchase  agreements  secured  thereby.)
(3)  The Fund may not issue senior securities or borrow money, except from banks
for  temporary or emergency purposes and then only in an amount up to 33 1/3% of
the  value  of  the  Fund's  total  assets  and  except  by  engaging in reverse
repurchase  agreements.  In order to secure any permitted borrowings and reverse
repurchase  agreements  under  this  section,  the  Fund may pledge, mortgage or
hypothecate  its  assets.
(4)  The  Fund  may  not  underwrite  the securities of other issuers, except as
allowed  by  law or to the extent that the purchase of obligations in accordance
with  the  Fund's  investment  objective  and policies, either directly from the
issuer,  or  from  an  underwriter for an issuer, may be deemed an underwriting.
(5) The Fund may not invest directly in commodities or real estate, although the
Fund  may  invest  in  financial futures, and in securities which are secured by
real  estate  or real estate mortgages and securities of issuers which invest or
deal  in  commodities,  commodity futures, real estate or real estate mortgages.
(6) The Fund may not make loans, other than through the purchase of money market
instruments and repurchase agreements or by the purchase of bonds, debentures or
other  debt securities. The purchase of all or a portion of an issue of publicly
or  privately  distributed  debt  obligations  in  accordance  with  the  Fund's
investment objective, policies and restrictions, shall not constitute the making
of  a  loan.

Under  current law, a diversified investment company, with respect to 75% of its
assets,  can  invest  no more than 5% of its assets in the securities of any one
issuer,  and  may  not  acquire  more  than  10% of the voting securities of any
issuer.  Under  current  law,  "concentrate" means the Fund cannot invest 25% or
more  in  the securities of issuers primarily engaged in any one industry. Under
current  law  the  Fund  may  underwrite  securities only in compliance with the
conditions  of  Section  10(f)  of  the  Investment  Company  Act  and the rules
thereunder.

Nonfundamental  Investment  Restrictions
     The  Fund has adopted the following nonfundamental investment restrictions.
A  nonfundamental investment restriction can be changed by the Board at any time
without  a  shareholder  vote.

(1)  The  Fund  may  not  purchase  securities on margin, except such short-term
credits  as  may  be  necessary  for  the  clearance  of  transactions.
(2) The Fund may not make short sales of securities or maintain a short position
if  such  sales  or  positions  exceed  20%  of  total  assets under management.
(3)  The  Fund  may  not enter into a futures contract or an option on a futures
contract  if  the  aggregate  initial margins and premiums required to establish
these  positions  would  exceed  5%  of  the  Fund's  net  assets.
(4)  The  Fund may not invest in options or futures on individual commodities if
the  aggregate initial margins and premiums required to establish such positions
exceed  2%  of  the  Fund's  net  assets.
 (5)  The  Fund may not invest in more than 5% of the value of its net assets in
warrants  (included  in  that  amount,  but not to exceed 2% of the value of the
Fund's  net  assets,  may  be  warrants  which are not listed on the New York or
American  Stock  Exchange).
(6)  The Fund may not purchase illiquid securities if more than 15% of the value
of  the  Fund's  net  assets  would  be  invested  in  such  securities.
 (7)  The Fund may not enter into reverse repurchase agreements if the aggregate
proceeds  from  outstanding  reverse  repurchase agreements, when added to other
outstanding  borrowings  permitted  by the 1940 Act, would exceed 33 1/3% of the
Fund's  total  assets.  The  Fund  does  not  intend  to  make  any purchases of
securities  if  borrowing  exceeds  5%  of  its  total  assets.
(8)  The  Fund  may not purchase a put or call option on a security (including a
straddle  or  spread)  if the value of that option premium, when aggregated with
the  premiums  on all other options on securities held by the Fund, would exceed
5%  of  the  Fund's  total  assets.
(9)  The  Fund  may  not  purchase  the  obligations of foreign issuers, if as a
result,  foreign  securities  would  exceed  10%  of the value of the Fund's net
assets.

     Any  investment  restriction  which  involves  a  maximum  percentage  of
securities  or  assets  shall  not be considered to be violated unless an excess
over  the  applicable  percentage  occurs  immediately  after  an acquisition of
securities  or  utilization  of  assets  and  results  therefrom.


                       DIVIDENDS, DISTRIBUTIONS AND TAXES
                       ----------------------------------

     The  Fund  intends  to  qualify  as  regulated  investment  companies under
Subchapter  M  of  the  Internal Revenue Code. If for any reason the Fund should
fail  to  qualify,  it would be taxed as a corporation at the Fund level and pay
taxes  on its income and gains, rather than passing through its income and gains
to  shareholders  so that shareholders also would pay taxes on these same income
and  gains.
     Distributions of realized net capital gains, if any, are normally paid once
a  year; however, the Fund does not intend to make any such distributions unless
available  capital  loss  carryovers,  if  any,  have been used or have expired.
     Generally, dividends (including short-term capital gains) and distributions
are taxable to the shareholder in the year they are paid. However, any dividends
and distributions paid in January but declared during the prior three months are
taxable  in  the  year  declared.
     The  Fund  is  required  to  withhold  31%  of any reportable dividends and
long-term  capital gain distributions paid and 31% of each reportable redemption
transaction  if:  (a) the shareholder's social security number or other taxpayer
identification  number  ("TIN") is not provided or an obviously incorrect TIN is
provided;  (b)  the shareholder does not certify under penalties of perjury that
the  TIN  provided  is the shareholder's correct TIN and that the shareholder is
not  subject  to  backup withholding under section 3406(a)(1)(C) of the Internal
Revenue  Code  because  of  underreporting  (however,  failure  to  provide
certification as to the application of section 3406(a)(1)(C) will result only in
backup  withholding  on  dividends,  not  on  redemptions);  or  (c) the Fund is
notified  by  the  Internal  Revenue  Service  that  the  TIN  provided  by  the
shareholder  is  incorrect  or that there has been underreporting of interest or
dividends  by  the shareholder. Affected shareholders will receive statements at
least  annually  specifying  the  amount  withheld.
     In addition, the Fund is required to report to the Internal Revenue Service
the  following information with respect to each redemption transaction occurring
in  the  Fund:  (a) the shareholder's name, address, account number and taxpayer
identification  number;  (b)  the total dollar value of the redemptions; and (c)
the  Fund's  identifying  CUSIP  number.
     Certain  shareholders  are, however, exempt from the backup withholding and
broker  reporting  requirements.  Exempt  shareholders  include:  corporations;
financial  institutions;  tax-exempt organizations; individual retirement plans;
the  U.S.,  a  State,  the  District  of  Columbia, a U.S. possession, a foreign
government,  an international organization, or any political subdivision, agency
or  instrumentality  of  any  of  the  foregoing; U.S. registered commodities or
securities  dealers;  real  estate  investment  trusts;  registered  investment
companies;  bank  common trust funds; certain charitable trusts; foreign central
banks  of  issue.  Non-resident aliens, certain foreign partnerships and foreign
corporations  are generally not subject to either requirement but may instead be
subject to withholding under sections 1441 or 1442 of the Internal Revenue Code.
Shareholders  claiming  exemption  from  backup withholding and broker reporting
should  call  or  write  the  Fund  for  further  information.
     Many states do not tax the portion of the Fund's dividends which is derived
from  interest  on  U.S.  Government  obligations. State law varies considerably
concerning the tax status of dividends derived from U.S. Government obligations.
Accordingly, shareholders should consult their tax advisors about the tax status
of  dividends and distributions from the Fund in their respective jurisdictions.
     Dividends  paid  by  the  Fund  may  be eligible for the dividends received
deduction  available  to corporate taxpayers. Corporate taxpayers requiring this
information  may  contact  Calvert.

                                 net asset value
                                 ---------------

     The  public  offering price of the shares of the Fund is the respective net
asset  value  per share (plus, for Class A shares, the applicable sales charge).
The  net  asset  value  fluctuates  based  on the respective value of the Fund's
investments.  The  net  asset value per share for each class is determined every
business  day at the close of the regular session of the New York Stock Exchange
(normally 4:00 p.m. Eastern time) and at such other times as may be necessary or
appropriate.  The  Fund  does  not determine net asset value on certain national
holidays  or  other  days  on  which  the New York Stock Exchange is closed: New
Year's  Day, Martin Luther King Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The Fund's net
asset  value  per share is determined by dividing total net assets (the value of
its  assets  net  of  liabilities,  including  accrued expenses and fees) by the
number  of  shares  outstanding  for  that  class.
     The  assets  of  the  Fund  are valued as follows: (a) securities for which
market  quotations  are  readily available are valued at the most recent closing
price,  mean  between  bid and asked price, or yield equivalent as obtained from
one or more market makers for such securities; (b) securities maturing within 60
days  may  be  valued  at cost, plus or minus any amortized discount or premium,
unless the Board of Directors determines such method not to be appropriate under
the  circumstances;  and  (c)  all  other securities and assets for which market
quotations  are  not  readily  available will be fairly valued by the Advisor in
good  faith  under  the  supervision  of  the  Board  of  Directors.

                           Calculation of total return
                           ---------------------------

Total  Return  and  Other  Quotations
     The  Fund  may  advertise  "total  return."  Total  return  is  calculated
separately for each class. Total return differs from yield in that yield figures
measure  only the income component of the Fund's investments, while total return
includes  not  only  the  effect  of income dividends but also any change in net
asset  value,  or  principal  amount,  during the stated period. Total return is
computed by taking the total number of shares purchased by a hypothetical $1,000
investment  after  deducting  any applicable sales charge, adding all additional
shares  purchased within the period with reinvested dividends and distributions,
calculating the value of those shares at the end of the period, and dividing the
result  by the initial $1,000 investment. For periods of more than one year, the
cumulative  total  return  is  then  adjusted  for  the  number of years, taking
compounding  into  account, to calculate average annual total return during that
period.
     Total  return  is  computed  according  to  the  following  formula:

                                 P(1 + T)n = ERV

where P = a hypothetical initial payment of $1,000; T = total return; n = number
of years; and ERV = the ending redeemable value of a hypothetical $1,000 payment
made  at  the  beginning  of  the  period.
     Total return is historical in nature and is not intended to indicate future
performance.  All  total  return quotations reflect the deduction of the maximum
sales  charge ("return with maximum load"), except quotations of return "without
maximum load," or "at NAV" (or "without CDSC") which do not deduct sales charge.
Thus,  in  the  formula  above,  for return without maximum load, P = the entire
$1,000 hypothetical initial investment and does not reflect the deduction of any
sales  charge;  for  return  with  maximum  load,  P  =  a  hypothetical initial
investment  of $1,000 less any sales charge actually imposed at the beginning of
the  period for which the performance is being calculated. Class I shares do not
have  a  sales  charge.

                        purchase and redemption of shares
                        ---------------------------------

     Share  certificates  will  not be issued unless requested in writing by the
investor.  If  share certificates have been issued, then the certificate must be
delivered  to  the Fund's transfer agent with any redemption request. This could
result  in delays. If the certificates have been lost, the shareholder will have
to  pay  to  post  an indemnity bond in case the original certificates are later
presented  by  another  person.  No  certificates  will be issued for fractional
shares.
     The  Fund  has  filed  a  notice  of  election  under  rule  18f-1 with the
Commission.  The  notice states that the Fund may honor redemptions that, during
any  90-day  period, exceed $250,000 or 1% of the nest assets value of the Fund,
whichever  is less, by redemptions-in-kind (distributions of a pro rata share of
the  portfolio  securities,  rather  than  cash.)
     Fund  shares  shall  be distributed through the distributor and third party
brokers.  See  the  prospectus  for  more  details on purchases and redemptions.

                             DIRECTORS AND OFFICERS
                             ----------------------

     The  Fund's Board of Directors supervises the Fund's activities and reviews
its contracts with companies that provide it with services. Business information
is  provided  below  about  the  Fund's  Directors  and  Officers.

                                                              Principal
                                                        Occupation(s)  During
Name,  Address  &  Date of Birth   Position with Fund      Last 5 years
REBECCA  ADAMSON,  DOB:  9/10/47   Director               President  of the
                                                          National non-profit,
                                                          First Nations
                                                          Financial Project.
- --------
MILES  DOUGLAS  HARPER,  III       Director               Gainer  Donnelly &
                                                          Desroches since
                                                          January  1999.
                                                          Prior  to  that Mr.
                                                          Harper was Vice
                                                          President, Wood,
                                                          Harper, PC.
                                                          since  1991
- -----------
JOY V. JONES, Esq., DOB: 7/2/50    Director               Attorney  and
                                                          entertainment
                                                          manager  in  New
                                                          York  City.
     --------     -----------------------------------------------------------
* BARBARA J. KRUMSIEK, DOB: 08/09/52 Director             President,  Chief
                                                          Executive  Officer
                                                          and  Vice  Chairman
                                                          of Calvert  Group,
                                                          Ltd.  Prior  to
                                                          joining Calvert Group
                                                          in 1997, Ms. Krumsiek
                                                          had served  as  a
                                                          Managing Director of
                                                          Alliance Fund
                                                          Distributors, Inc.
                                                          since 1974.
   -----------------------------------------------------------------------------
* D. Wayne Silby, DOB: 7/20/48       Director             President of Calvert
                                                          Social Investment
                                                          Fund. Mr. Silby is
                                                          also Executive
                                                          Chairman  of  Group
                                                          Serve,  Inc.,  an
                                                          internet  company
                                                          focused on
                                                          community  building
                                                          collaborative  tools.
- ------------------------------------------
Reno  J.  Martini, DOB: 1/13/50     Officer               Senior Vice President
                                                          of Calvert
                                                          Group, Ltd., Senior
                                                          Vice President and
                                                          Chief Investment
                                                          Officer of Calvert
                                                          Asset Management
                                                          Company, Inc., and
                                                          director and
                                                          President of
                                                          Calvert-Sloan
                                                          Advisers, L.L.C.
- ------
Ronald M. Wolfsheimer, CPA, DOB: 7/24/52   Officer        Senior Vice President
                                                          and  Chief  Financial
                                                          Officer  of  Calvert
                                                          Group,  Ltd.
 --------------------------------------------------------
* William M. Tartikoff, Esq. DOB:  8/12/47. Director      Senior  Vice
                                                          President, Secretary,
                                                          and  General  Counsel
                                                          of  Calvert  Group,
                                                          Ltd.
        ----------------------------------------------------------------
SUSAN Walker Bender, Esq., DOB: 1/29/59.    Officer       Associate  General
                                                          Counsel  of  Calvert
                                                          Group,  Ltd.
     -----------------------------
IVY WAFFORD DUKE, Esq., DOB: 09/07/68       Officer       Associate General
                                                          Counsel of Calvert
                                                          Group, Ltd. Prior to
                                                          joining Calvert Group
                                                          in 1996, Ms. Duke had
                                                          been an  Associate
                                                          in  the  Investment
                                                          Management Group of
                                                          the Business and
                                                          Finance Department
                                                          at  Drinker  Biddle
                                                          &  Reath  since  1993.
- -------------------------------------------------------
VICTOR FRYE, Esq., DOB: 10/15/58.          Officer        Counsel and Compliance
                                                          Officer of Calvert
                                                          Group, Ltd. Prior to
                                                          joining Calvert Group
                                                          in 1999, Mr. Frye had
                                                          been Counsel  and
                                                          Manager  of  the
                                                          Compliance Department
                                                          at The Advisors Group
                                                          since 1986.
- -----
JENNIFER  STREAKS, Esq., DOB: 08/02/71     Officer        Assistant General
                                                          Counsel of  Calvert
                                                          Group, Ltd. Prior to
                                                          joining Calvert Group
                                                          in 1999, Ms. Streaks
                                                          had been  a
                                                          Regulatory  Analyst
                                                          in the Market
                                                          Regulation Department
                                                          of the National
                                                          Association  of
                                                          Securities  Dealers
                                                          since 1997. Prior to
                                                          this, Ms. Streaks had
                                                          been  a  law  clerk
                                                          to the Honorable
                                                          Maurice Foley at the
                                                          U.S. Tax Court for
                                                          the year  since
                                                          graduating  from
                                                          Howard  University
                                                          School of Law, where
                                                          she was a student
                                                          1993-1996.
- -------------------
MICHAEL V. YUHAS JR., CPA DOB: 08/04/61    Officer        Director  of  Fund
                                                          Administration  of
                                                          Calvert  Group,  Ltd.
- -----------------------------------------

     The  address  of  Director  and  Officers,  unless otherwise noted, is 4550
Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Directors and officers
of  the  Fund  as  a  group  own  less  than 1% of any class of each Portfolio's
outstanding  shares. Directors marked with an *, above, are "interested persons"
of  the  Fund,  under  the  Investment  Company  Act  of  1940.
     Directors  of the Fund not affiliated with the Advisor presently receive an
annual  fee  of  $5,000 for service as a member of the Board of Directors of the
Calvert  Group  of  Funds.

                        investment advisor and subadvisor
                        ---------------------------------

     The  Fund's  Investment  Advisor is Calvert Asset Management Company, Inc.,
4550 Montgomery Avenue, 1000N, Bethesda, Maryland 20814, a subsidiary of Calvert
Group  Ltd.,  which  is  a  subsidiary  of  Acacia  Life  Insurance  Company  of
Washington,  D.C.  ("Acacia").  Acacia is a subsidiary of Ameritas Acacia Mutual
Holding  Company.  Under  the Advisory Contract, the Advisor provides investment
advice  to the Fund and oversees its day-to-day operations, subject to direction
and control by the Fund's Board of Directors. The Advisor provides the Fund with
investment supervision and management, and office space; furnishes executive and
other personnel to the Fund; and pays the salaries and fees of all Directors who
are  employees  of  the  Advisor  or  its  affiliates.  The  Fund pays all other
administrative and operating expenses, including: custodial, registrar, dividend
disbursing  and  transfer  agency  fees;  administrative  service  fees;  fund
accounting  fees; federal and state securities registration fees; salaries, fees
and expenses of Directors, executive officers and employees of the Fund, who are
not  employees  of  the  Advisor or of its affiliates; insurance premiums; trade
association dues; legal and audit fees; interest, taxes and other business fees;
expenses  of  printing  and  mailing  reports,  notices, prospectuses, and proxy
material  to  shareholders; annual shareholders' meeting expenses; and brokerage
commissions  and  other costs associated with the purchase and sale of portfolio
securities.
     The  Advisor has agreed to limit annual fund operating expenses (net of any
expense  offset  arrangements  and  exclusive of any performance fee adjustment)
through  November  1,  2001.  The  contractual expense cap is 1.50% for Class A,
2.50%  for Class B, 2.50% for Class C and 0.90% for Class I. For the purposes of
this  expense  limit,  operating  expenses  do  not  include  interest  expense,
brokerage commissions, extraordinary expenses, taxes and capital items. The Fund
has  an offset arrangement with the custodian bank whereby the custodian and the
transfer  agent  fees may be paid indirectly by credits on the Fund's uninvested
cash  balances.  These  credits  are  used  to  reduce  the  Fund's  expenses.
     For  its  services, the Advisor receives an annual fee, payable monthly, of
0.25%  of the Fund's average daily net assets. Advisory fees are allocated among
classes  as  a  Portfolio-level  expense  based  on  net  assets.

Subadvisor
     Bridgeway  Capital  Management  Inc.  ("Bridgeway")  is  controlled by John
Montgomery  and  his  family. The Subadvisor receives a subadvisory fee, paid by
the  Fund.  The subadvisory fee, payable monthly, is 0.45% of the Fund's average
annual  daily  net  assets managed by the Subadvisor plus or minus a performance
fee  adjustment  of  0.25%.

     The Fund has received an exemptive order to permit the Fund and the Advisor
to  enter into and materially amend the Investment Subadvisory Agreement without
shareholder  approval.  Within  90  days  of the hiring of any Subadvisor or the
implementation  of  any  proposed  material change in the Investment Subadvisory
Agreement,  the  Fund  will  furnish  its shareholders information about the new
Subadvisor or Investment Subadvisory Agreement that would be included in a proxy
statement. Such information will include any change in such disclosure caused by
the  addition  of  a  new  Subadvisor  or  any  proposed  material change in the
Investment  Subadvisory Agreement of the Fund. The Fund will meet this condition
by  providing  shareholders,  within  90 days of the hiring of the Subadvisor or
implementation  of any material change to the terms of an Investment Subadvisory
Agreement,  with  an  information  statement  to  this  effect.

                          administrative services agent
                          -----------------------------

     Calvert  Administrative  Services  Company  ("CASC"),  an  affiliate of the
Advisor,  has  been  retained  by  the  Fund  to  provide certain administrative
services  necessary  to the conduct of its affairs, including the preparation of
regulatory  filings  and  shareholder reports. For providing such services, CASC
receives  an  annual administrative service fee payable monthly (as a percentage
of  net  assets)  as  follows:

     Class  A,  B,  and  C     Class  I
           0.20%                 0.10%

     Administrative  services  fee  are allocated among classes as a class-level
expense  based  on  net  assets.

                             method of distribution
                             ----------------------

     Calvert  Distributors,  Inc.  ("CDI")  is  the  principal  underwriter  and
distributor  for  the Fund. CDI is an affiliate of the Fund's Advisor. Under the
terms  of  its underwriting agreement with the Fund, CDI markets and distributes
the  Fund's  shares  and  is  responsible  for  preparing  advertising and sales
literature,  and  printing  and  mailing  prospectuses to prospective investors.
     Pursuant  to  Rule 12b-1 under the Investment Company Act of 1940, the Fund
has  adopted  Distribution  Plans  (the  "Plans")  which  permit the Fund to pay
certain  expenses  associated with the distribution of its shares. Such expenses
may  not  exceed,  on an annual basis, 0.25% of the Fund's Class A average daily
net  assets.
Expenses under the Fund's Class B and Class C Plans may not exceed, on an annual
basis,  1.00%  of  the  average  daily  net  assets  of  Class  B  and  Class C,
respectively.  Class  I  has  no  Distribution  Plan. Class A Distribution Plans
reimburse  CDI only for expenses it incurs, while the Class B and C Distribution
Plans  compensate  CDI  at a set rate regardless of CDI's expenses. Distribution
Plan expenses may be spent for advertising, printing and mailing of prospectuses
to  persons  who  are  not  already  Fund  shareholders,  compensation  to
broker/dealers,  underwriters,  and salespersons, and, for Class B, interest and
finance  charges.
     The  Fund's  Distribution  Plans  were  approved by the Board of Directors,
including  the  Directors  who are not "interested persons" of the Fund (as that
term is defined in the Investment Company Act of 1940) and who have no direct or
indirect  financial  interest in the operation of the Plans or in any agreements
related  to the Plans. The selection and nomination of the Directors who are not
interested  persons  of  the  Fund  is  committed  to  the  discretion  of  such
disinterested  Directors.  In  establishing  the Plans, the Directors considered
various factors including the amount of the distribution expenses. The Directors
determined that there is a reasonable likelihood that the Plans will benefit the
Fund  and its shareholders, including economies of scale at higher asset levels,
better  investment  opportunities  and  more  flexibility  in managing a growing
portfolio.
     The  Plans  may  be  terminated by vote of a majority of the non-interested
Directors  who have no direct or indirect financial interest in the Plans, or by
vote  of  a  majority  of the outstanding shares of the Fund. If the Fund should
ever switch to a new principal underwriter without terminating the Class B Plan,
the  fee  would  be  prorated between CDI and the new principal underwriter. Any
change  in  the  Plans that would materially increase the distribution cost to a
Class  requires  approval  of the shareholders of the affected class; otherwise,
the  Plans  may  be  amended  by  the  Directors,  including  a  majority of the
non-interested  Directors  as described above. The Plans will continue in effect
for  successive  one-year  terms  provided that such continuance is specifically
approved  by: (i) the vote of a majority of the Directors who are not parties to
the  Plans  or  interested  persons  of any such party and who have no direct or
indirect financial interest in the Plans, and (ii) the vote of a majority of the
entire  Board  of  Directors.
     Apart  from the Plans, the Advisor and CDI, at their own expense, may incur
costs  and  pay expenses associated with the distribution of shares of the Fund.
The Advisor and/or CDI may pay certain firms compensation based on sales of Fund
shares  or  on  assets  held  in  those  Firm's accounts for their marketing and
distribution of the Fund shares, above the usual sales charges and service fees.
     CDI  makes  a  continuous  offering  of  the  Fund's  securities on a "best
efforts"  basis.  Under  the terms of the agreement, CDI is entitled to receive,
pursuant  to  the  Distribution Plans, a distribution fee and a service fee from
the  Fund  based  on  the average daily net assets of each class. These fees are
paid  pursuant  to  the  Fund's  Distribution  Plan.

Class  A  shares are offered at net asset value plus a front-end sales charge as
follows:

                            As a % of  As a  % of  Allowed to
Amount  of                  offering   net amount  Brokers as a % of
Investment                  price      invested    offering price
Less  than $50,000              4.75%     4.99%     4.00%
$50,000 but less than $100,000  3.75%     3.90%     3.00%
$100,000 but less than $250,000 2.75%     2.83%     2.25%
$250,000 but less than $500,000 1.75%     1.78%     1.25%
$500,000 but less than
  $1,000,000                    1.00%     1.01%     0.80%
$1,000,000 and over             0.00%     0.00%     0.00%

     CDI  receives  any  front-end  sales  charge or CDSC paid. A portion of the
front-end  sales  charge  may  be  reallowed  to  dealers.
     Fund  Directors and certain other affiliated persons of the Fund are exempt
from  the  sales  charge  since  the  distribution  costs are minimal to persons
already  familiar with the Fund. Other groups (i.e., group retirement plans) are
exempt  due  to  economies  of  scale  in  distribution.  See  Exhibit  A to the
Prospectus.

                    Transfer and shareholder servicing agents
                    -----------------------------------------

     National  Financial  Data  Services,  Inc.  ("NFDS"), a subsidiary of State
Street  Bank & Trust, has been retained by the Fund to act as transfer agent and
dividend disbursing agent. These responsibilities include: responding to certain
shareholder  inquiries  and  instructions,  crediting  and  debiting shareholder
accounts  for  purchases  and  redemptions  of  Fund  shares and confirming such
transactions,  and daily updating of shareholder accounts to reflect declaration
and  payment  of  dividends.
     Calvert Shareholder Services, Inc. ("CSSI"), a subsidiary of Calvert Group,
Ltd.  and  Acacia, has been retained by the Fund to act as shareholder servicing
agent.  Shareholder servicing responsibilities include responding to shareholder
inquiries  and  instructions  concerning their accounts, entering any telephoned
purchases  or  redemptions  into  the  NFDS system, maintenance of broker-dealer
data,  and preparing and distributing statements to shareholders regarding their
accounts.
     For  these  services, CSSI receives a fee of $6 per shareholder account and
$0.65  per  transaction.

                             portfolio transactions
                             ----------------------

     Fund transactions are undertaken on the basis of their desirability from an
investment  standpoint.  The  Fund's  Advisor  and  Subadvisor  make  investment
decisions  and  the  choice  of  brokers  and  dealers  under  the direction and
supervision  of  the  Fund's  Board  of  Directors.
     Broker-dealers who execute portfolio transactions on behalf of the Fund are
selected  on  the  basis  of  their  execution  capability and trading expertise
considering,  among  other  factors, the overall reasonableness of the brokerage
commissions, current market conditions, size and timing of the order, difficulty
of  execution,  per share price, market familiarity, reliability, integrity, and
financial  condition,  subject to the Advisor/Subadvisor obligation to seek best
execution. The Advisor or Subadvisor may also consider sales of Fund shares as a
factor  in the selection of brokers, again, subject to best execution (i.e., the
Fund  will  not  "pay  up"  for  such  transactions.)
     While  the  Fund's  Advisor  and Subadvisor select brokers primarily on the
basis  of  best execution, in some cases they may direct transactions to brokers
based  on  the  quality and amount of the research and research-related services
which  the  brokers  provide  to  them.  These research services include advice,
either  directly  or  through  publications  or  writings,  as  to  the value of
securities,  the advisability of investing in, purchasing or selling securities,
and  the  availability  of  securities  or  purchasers or sellers of securities;
furnishing of analyses and reports concerning issuers, securities or industries;
providing  information  on economic factors and trends; assisting in determining
portfolio  strategy;  providing  computer  software  used  in security analyses;
providing  portfolio  performance  evaluation and technical market analyses; and
providing  other  services  relevant  to the investment decision making process.
Other  such  services are designed primarily to assist the Advisor in monitoring
the  investment  activities of the Subadvisor of the Fund. Such services include
portfolio  attribution systems, return-based style analysis, and trade-execution
analysis.
The  Advisor  and/or  Subadvisor  may  also  direct  selling  concessions and/or
discounts  in  fixed-price  offerings  for  research  services.
If,  in  the  judgment  of the Advisor or Subadvisor, the Fund or other accounts
managed  by  them  will be benefited by supplemental research services, they are
authorized  to  pay  brokerage  commissions to a broker furnishing such services
which  are  in  excess  of commissions which another broker may have charged for
effecting  the  same  transaction.  It  is  the  policy of the Advisor that such
research  services  will  be  used  for the benefit of the Fund as well as other
Calvert  Group  funds  and  managed  accounts.

                               general information
                               -------------------

     The  Fund  is a series of Calvert Impact Fund, Inc., an open-end management
investment  company  organized as a Maryland corporation on August 10, 2000. The
Fund  is  diversified.     Each share represents an equal proportionate interest
with each other share and is entitled to such dividends and distributions out of
the  income  belonging  to  such class as declared by the Board. The Fund offers
four  separate  classes  of shares: Class A, Class B, Class C, and Class I. Each
class  represents interests in the same portfolio of investments but, as further
described  in  the  prospectus, each class is subject to differing sales charges
and  expenses,  which  differences will result in differing net asset values and
distributions.  Upon any liquidation of the Fund, shareholders of each class are
entitled  to share pro rata in the net assets belonging to that series available
for  distribution.
     The  Fund  is not required to hold annual shareholder meetings, but special
meetings may be called for certain purposes such as electing Directors, changing
fundamental  policies, or approving a management contract. As a shareholder, you
receive  one  vote  for  each share of a Fund you own. Matters affecting classes
differently,  such  as Distribution Plans, will be voted on separately by class.



                            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.


                                   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 22nd  day  of  august,  2000.

                              calvert  impact  fund,  inc.


                         by:   /s/ barbara krumsiek
                                barbara  krumsiek,  president