As filed with the Securities and Exchange Commission on December 2, 1996.
1933 Act File No. 2-_____
1940 Act File No. 811-____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N--1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 x
PRE-EFFECTIVE AMENDMENT NO. __ o
POST-EFFECTIVE AMENDMENT NO. __ o
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 x
AMENDMENT NO. __
(check appropriate box or boxes)
Catholic Investment Trust
----------------------------------------
(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
-----------------------------------------------
(Address of Principal Executive Offices)
617-482-8260
-----------------------------------
(Registrant's Telephone Number)
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of the Registration Statement under the Securities Act of
1933.
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 Securities and Exchange Commission, acting
pursuant to Section 8(a), may determine.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant hereby elects to register an indefinite number of securities of the
Registrant and any series thereof hereinafter created.
<PAGE>
Catholic Investment Trust
Catholic Investment Trust Equity Fund
Cross Reference Sheet
<TABLE>
<S> <C> <C>
Item No. Statement of
FORM N-1A - Part A Prospectus Caption Additional Information Caption
- ----------------------------------------------------------------------------------------------------------------------------------
1....................... Front Cover Page
2....................... Shareholder and Fund Expenses
3(a).................... Not Applicable
3(b).................... Not Applicable
3(c).................... Performance Information
4....................... An Introduction to the Fund, The Fund's Investment
Objectives and Policies, Other Investment Policies,
Other Information
5....................... The Investment Adviser, The Administrator,
Distribution Expenses, Service Plan, Back Cover
5(a).................... Not Applicable
6....................... Other Information, Distributions by the Fund, Taxes
7....................... How to Buy Shares, How the Fund Values Its Shares,
Tax-Sheltered Retirement Plans
8....................... How to Redeem or Sell Shares
9....................... Not Applicable
Form N-1A -- Part B
- ---------------------------------------------------------------------------------------------------------------------------------
10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... Additional Information about the Trust
13....................... Additional Investment Information
14....................... Investment Committee and Trustees, Officers and the
Catholic Advisory Board Catholic Advisory Board
15....................... Control Persons and Principal Holders
of Shares
16....................... Investment Advisory and Administrative
Services, Custodian, Independent
Certified Public Accountants, Service Plan,
Back Cover
17....................... Brokerage Allocation
18....................... Other Information Additional Information about the Trust
19....................... How to Buy Shares, How to Redeem or Sell Purchase, Exchange, Redemption,
Shares, How the Fund Values Its Shares and Pricing of Shares
20....................... Taxes Taxes
21....................... Principal Underwriter
22....................... Calculation of Performance and Yield
Quotations
23.......................
</TABLE>
PART A
Information Required in a Prospectus
Subject to Completion
Date of Issuance: _____________, 199_
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
P R O S P E C T U S February __, 1997
Individual Share Class
Institutional Share Class
===============================================================================
Catholic Investment Trust Equity Fund
A mutual fund seeking long-term growth of capital and reasonable current income
===============================================================================
a series of
Catholic Investment Trust
- -------------------------------------------------------------------------------
Write To: Catholic Investment Trust, P.O. Box 5123,
Westborough, Massachusetts 01581-5123
Or Call: The Fund Order Room -- (800) 225-6265
- -------------------------------------------------------------------------------
This Prospectus is designed to provide you with information you should know
before investing. Please retain this document for future reference.
A Statement of Additional Information dated February __, 1997 for the Fund
has been filed with the Securities and Exchange Commission and is incorporated
herein by reference. This Statement is available without charge from Wright
Investors' Service Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport,
Connecticut 06604 (800-888-9471). In addition, the Securities and Exchange
Commission maintains a Web site (http://www.sec.gov) that contains the Statement
of Additional Information, material incorporated by reference and other
information regarding the Fund.
Shares of the Fund are not deposits or obligations of, or endorsed or
guaranteed by, any bank or other insured depository institution, and are not
federally insured by the Federal Deposit Insurance Corporation, the Federal
Reserve Board or any other government agency. Shares of the Fund involve
investment risks, including fluctuations in value and the possible loss of some
or all of the principal investment.
Table of Contents
An Introduction to the Fund....................... 2
Shareholder and Fund Expenses..................... 4
The Fund's Investment Objective and Policies...... 5
Other Investment Policies......................... 6
The Investment Adviser............................ 7
Investment Committee and Catholic Advisory Board.. 7
The Administrator................................. 8
Distribution Expenses - Individual Shares......... 9
Service Plan...................................... 9
How the Fund Values its Shares.................... 9
How to Buy Shares................................. 10
Distributions by the Fund......................... 11
Taxes............................................. 11
How to Redeem or Sell Shares...................... 12
Performance Information........................... 14
Other Information................................. 14
Tax-Sheltered Retirement Plans.................... 15
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 UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<PAGE>
An Introduction to the Fund
The information summarized below is qualified in its entirety by the more
detailed information set forth below in this Prospectus.
The Trust................The Catholic Investment Trust (the "Trust") is an
open-end management investment company registered
under the Investment Company Act of 1940, as amended
(the "1940 Act"),and consists of one series(the Fund).
The Fund is a diversified fund.
The Fund.................Catholic Investment Trust Equity Fund (the "Fund").
Individual Shares........Available for purchase by non-institutional investors.
Institutional Shares.....Available for purchase by institutional investors.
Investment Objective.....The Fund seeks long-term growth of capital and
and Policy reasonable current income. The Fund pursues this
objective by investing in a broadly diversified
portfolio of equity securities of well-established U.S.
and non-U.S. companies which meet strict quality and
religious standards. The companies in which the Fund
may invest must offer products or services that are
consistent with the core teachings of the Roman
Catholic Church (the "Catholic Church").
The Investment...........The Fund has engaged Wright Investors' Service, Inc.,
Adviser 1000 Lafayette Boulevard, Bridgeport,Connecticut 06604
("Wright" or the "Investment Adviser") as investment
adviser to carry out the investment and reinvestment
of its assets.
Catholic Advisory........The Fund has appointed a Catholic Advisory Board of
Board prominent lay members of the Catholic Church who are
familiar with the basic tenets and core
teachings of the Catholic Church. The Board, guided by
the magisterium of the Catholic Church, consults with
the Investment Adviser and identifies companies and
other issuers of securities to avoid investments in
companies whose products or activities are inconsistent
with core Catholic Church teachings.
The Administrator........The Fund also has retained Eaton Vance Management
("Eaton Vance"or the "Administrator"), 24 Federal
Street, Boston, MA 02110 as administrator to manage
its legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc.("WISDI"
or the "Principal Underwriter") is the Distributor of
the Fund's shares.
How to Purchase.........There is no initial sales charge on the purchase of
Individual Shares Individual Shares.There is a contingent deferred sales
of the Fund charge ("CDSC") of 1% imposed on redemptions made
within one year of the date of purchase.
See "How to Redeem or Sell Shares." Individual Shares
of the Fund may be purchased at the net asset value
per share next determined after receipt and acceptance
of the purchase order. The minimum initial investment
is $1,000, which will be waived for investments in
individual retirement plans and in retirement plans
for self-employed individuals. There is no minimum
amount for subsequent purchases. The minimum account
size is $500. The $1,000 minimum initial investment is
waived for the Automatic Investment Program which may
be established with an investment of $50 or more.
A minimum of $50 is applicable to each subsequent
investment through an Automatic Investment Program.
See "How to Buy Shares."
<PAGE>
How to Purchase.......There is no sales charge on the purchase of
Institutional Shares Institutional Shares of the Fund. Institutional Shares
of the Fund. of the Fund may be purchased at the net asset value
per share next determined after receipt and acceptance
of the purchase order.The minimum initial investment
is $50,000, which will be waived for investments in
401(k), 403(b) and other retirement plans of companies
and other entities. There is no minimum amount for
subsequent purchases. See "How to Buy Shares."
Distribution Options.....Distributions are paid in additional shares
at net asset value or cash as the shareholder elects.
Unless the shareholder has elected to receive dividends
and distributions in cash, dividends and distributions
will be reinvested in additional shares of the same
class of the Fund at the net asset value per share as
of the reinvestment date.
Redemptions..............Shares may be redeemed directly from the Fund at
the net asset value per share next determined after
receipt of the redemption request in good order,
less any applicable CDSC. A telephone redemption
privilege is available. The Fund reserves the right to
redeem any Individual Share account if the net asset
value of such account falls below $500 and to redeem
any Institutional Share account if the net asset
value of such account falls below $50,000. See "How to
Redeem or Sell Shares."
Net Asset Value..........The net asset value per share of the Fund is calculated
on each day the New York Stock Exchange ("NYSE") is
open for trading. Call (800) 888-9471 for the previous
day's net asset value.
Taxation.................The Fund intends to elect to be treated and to
continue to qualify each year as a regulated
investment company under Subchapter M of the Internal
Revenue Code. Consequently, the Fund should not be
liable for federal income tax on net investment
income and net realized capital gains that are
distributed to its shareholders in accordance with
applicable timing requirements.
Shareholder..............Each shareholder will receive annual and semi-annual
Communications reports containing financial statements, and a
statement confirming each share transaction. Financial
statements included in annual reports are audited by
the Fund's independent certified public accountants.
Account statements indicating total shares of the Fund
owned will be mailed quarterly.
<PAGE>
Shareholder and Fund Expenses
The following table of fees and expenses is provided to assist investors in
understanding the various costs and expenses which may be borne directly or
indirectly by an investment in the Fund. The percentages shown below
representing "Other Expenses" are based on estimates for the fiscal period ended
December 31, 1996.
Individual Institutional
Shares Shares
- ---------------------------------------------------------------------
Shareholder Transaction Expenses
Maximum Initial Sales Charge
on Purchases None None
Maximum Sales Charge on
Reinvestment of Dividends None None
Maximum Deferred Sales Charge
(as a percentage of original
purchase price or redemption
proceeds, as applicable) 1.00% None
Redemption Fees None None
Exchange Fee None None
Annualized Fund Operating Expenses
(as a percentage of average net assets)
Investment Adviser Fee 0.75% 0.75%
12b-1 Distribution Expense 0.75%(1) None
Other Expenses(2) 0.36% 0.24%
----- -----
Total Operating Expenses 1.86% 0.99%
- ---------------------------------------------------------------------
(1) This is the maximum annual fee and assumes that the Plan of Distribution is
in effect for an entire year.
(2) Includes an administration fee equal to 0.05% annually of the Fund's
average net assets .
Example of Fund Expenses
The following is an illustration of the total transaction and operating
expenses that an investor in the Fund would bear over different periods of time,
with or without redemption at the end of each time period, assuming an
investment of $1,000, a 5% annual return on the investment and redemption at the
end of each period.
1 3
Year Years
- ---------------------------------------------------------------------
Individual Shares*
- Assuming complete
redemption at end of period $_____ $_____
- Assuming no redemption $_____ $_____
Institutional Shares $_____ $_____
- ---------------------------------------------------------------------
* Individual Shares redeemed during the first year after purchase are subject to
a 1% CDSC.
The Example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
The Fund's payment of a distribution fee for Individual Shares may result
in a long-term shareholder of Individual Shares indirectly paying more than the
economic equivalent of the maximum initial sales charge permitted under the
Conduct Rules of the National Association of Securities Dealers, Inc.
<PAGE>
The Fund's Investment Objective And Policies
The Fund's objective is long-term growth of capital and reasonable current
income.
The Fund will, through continuous supervision by Wright and the Catholic
Advisory Board, pursue its objective by investing in a diversified portfolio
consisting primarily of equity securities of high-quality, well-established and
profitable U.S. and non-U.S. companies that offer products or services that are
consistent with the core teachings of the Catholic Church.
How Investments are Selected
Securities selected for the Fund are drawn from investment lists prepared
by Wright and known as The Approved Wright Investment List (the "AWIL") and The
International Approved Wright Investment List (the "International AWIL").
Securities drawn from these Investment Lists will be reviewed for compliance
with the core teachings of the Catholic Church by the Catholic Advisory Board,
which is appointed by the Board of Trustees of the Trust (the "trustees") and is
made up of prominent lay members of the Catholic Church.
The Approved Wright Investment Lists (AWIL and International AWIL). Wright
systematically reviews about 3,800 U.S. companies and about 11,000 non-U.S.
companies in The Worldscope(R) database which it developed. This review first
identifies those companies which, on the basis of at least five years of audited
records, meet the minimum standards of prudence (e.g. the value of the company's
assets and shareholders' equity exceeds certain minimum standards and its
operations have been profitable during the last three years) and thus are
suitable for consideration by fiduciary investors. Companies meeting these
requirements (about 1,700 companies) are considered by Wright to be "investment
grade." They may be large or small, may have their securities traded on
exchanges or over the counter and may include companies not currently paying
dividends on their shares.
These companies are then subjected to extensive analysis and evaluation in
order to identify those which meet Wright's 32 fundamental standards of Premium
Investment Quality. Only those companies which meet or exceed all of these
standards are eligible for selection by the Wright Investment Committee for
inclusion in the Investment Lists. See the Statement of Additional Information
for a more detailed description of Wright Quality Ratings and the Investment
Lists.
All companies on the Investment Lists are, in the opinion of Wright,
soundly financed with established records of earnings profitability and equity
growth. All have established investment acceptance and active, liquid markets
for their publicly owned shares. The companies on the Investment Lists will be
referred to in this Prospectus as the "Blue Chips."
The Catholic Advisory Board. The members of the Catholic Advisory Board are
familiar with the basic tenets and core teachings of the Catholic Church. The
function of the Catholic Advisory Board is to identify companies and other
issuers of securities whose products and/or activities are inconsistent with
core Catholic Church teachings and to consult with Wright regarding such
issuers. The Catholic Advisory Board will be guided by the magisterium of the
Catholic Church. All advice and counsel to Wright regarding core Catholic Church
teachings will be the responsibility of the Catholic Advisory Board. However,
Wright will be solely responsible for evaluating the investment merits of the
Fund's portfolio securities.
Wright and the Catholic Advisory Board will monitor the Fund's portfolio
securities with respect to the Fund's investment and religious criteria. In the
event that an issuer of any of the Fund's portfolio securities fails to meet
either the investment or religious criteria, such issuer's securities will be
sold by the Fund. This policy may cause the Fund to dispose of a security at a
time when it may be disadvantageous to do so.
The Fund will consider for investment only securities which meet the Fund's
investment and religious criteria. Consequently, the return on securities chosen
by the Fund may be lower than if the Fund considered only investment criteria
when making its investments.
Primary Investments. The Fund will, under normal market conditions, invest
at least 80% of its net assets in equity securities of Blue Chip companies,
including common stocks, preferred stocks and securities convertible into stock.
However, for temporary defensive purposes the Fund may hold cash or invest more
than 20% of its net assets in the short-term debt securities described under
"Defensive and Certain Short-Term Investments."
<PAGE>
Other Investment Policies
The Fund has adopted certain fundamental investment restrictions which are
enumerated in detail in the Statement of Additional Information and which may be
changed only by the vote of a majority of the Fund's outstanding voting
securities.
Foreign Investments. The Fund may purchase equity securities of foreign
companies that are on the International AWIL and that are traded on a securities
market of the country in which the company is located or other foreign
securities exchanges. In addition, the Fund may purchase securities in the form
of American Depositary Receipts ("ADRs") or similar securities representing
interests in an underlying foreign security. ADRs are not necessarily
denominated in the same currency as the underlying foreign securities. If an ADR
is not sponsored by the issuer of the underlying foreign security, the
institution issuing the ADR may have reduced access to information about the
issuer.
Investments in foreign securities involve risks in addition to those
associated with investments in the securities of U.S. issuers. These risks
include less publicly available financial and other information about foreign
companies; less rigorous securities regulation; the potential imposition of
currency controls, foreign withholding and other taxes; and war, expropriation
or other adverse governmental actions. Foreign equity markets may be less liquid
than United States markets and may be subject to delays in the settlement of
portfolio transactions. Brokerage commissions and other transaction costs in
foreign markets tend to be higher than in the United States. The value of
foreign securities denominated in a foreign currency will vary in accordance
with changes in currency exchange rates, which can be volatile. In addition, the
prices of unsponsored ADRs may be more volatile than if they were sponsored by
the issuers of the underlying securities. These considerations generally are of
greater concern in developing countries.
Warrants and Convertible Securities. Warrants acquired by the Fund will
entitle it to buy common stock at a specified price and time. Warrants are
subject to the same market risks as stocks, but may be more volatile in price.
The Fund's investments in warrants will not entitle it to receive dividends or
exercise voting rights and will become worthless if the warrants cannot be
profitably exercised before their expiration dates. Convertible debt securities
and convertible preferred stock entitle the Fund to acquire the issuer's stock
by exchange or purchase at a predetermined rate. Convertible securities are
subject both to the credit and interest rate risks associated with debt
obligations and to the stock market risk associated with equity securities. The
Fund does not anticipate the purchase of significant amounts of warrants or
convertible securities.
Portfolio Securities Loans. The Fund may lend portfolio securities with a
value up to 30% of its total assets to enhance its income. Each loan must be
fully collateralized by cash or other eligible assets. The Fund may pay
reasonable fees in connection with securities loans. Wright will evaluate the
creditworthiness of prospective institutional borrowers and monitor the adequacy
of the collateral to reduce the risk of default by borrowers.
Diversification. The Fund is diversified and therefore may not, with
respect to 75% of its total assets, (1) invest more than 5% of its total assets
in the securities of any one issuer, other than U.S. Government securities, or
(2) acquire more than 10% of the outstanding voting securities of any one
issuer. The Fund will not concentrate (invest 25% or more of its total assets)
in the securities of issuers in any one industry.
Defensive and Certain Short-Term Investments. During periods of unusual
market conditions, when Wright believes that investing for temporary defensive
purposes is appropriate, or for purposes of investing temporary cash balances or
maintaining liquidity to meet redemptions, all or any portion of the Fund's
assets may be held in cash, money market instruments or other short-term
obligations. These include short-term obligations issued or guaranteed as to
interest and principal by the U.S. Government or any agency or instrumentality
thereof (including repurchase agreements collateralized by such securities); and
high quality commercial paper, short-term corporate obligations, other debt
instruments, certificates of deposit, bankers' acceptances and time deposits of
domestic and foreign banks. The Fund may invest in instruments and obligations
of banks that have other relationships with the Fund, Wright or Eaton Vance. No
preference will be shown towards investing in banks which have such
relationships.
The investment objective and, unless otherwise indicated, policies of the
Fund may be changed by the Trustees without a vote of the Fund's shareholders.
The Fund is not a complete investment program and there is no assurance that the
Fund will achieve its investment objective. The market
<PAGE>
price of securities held by the Fund and the net asset value of the Fund's
shares will fluctuate in response to stock market developments and currency
exchange rate fluctuations.
The Investment Adviser
The Fund has engaged Wright Investors' Service, Inc. ("Wright", or the
"Investment Adviser") to act as its investment adviser pursuant to its
Investment Advisory Contract. Wright, acting under the general supervision of
the Trust's trustees, furnishes the Fund with investment advice and management
services. The address of Wright is 1000 Lafayette Boulevard, Bridgeport,
Connecticut. The trustees of the Trust are responsible for the general oversight
of the conduct of the Fund's business. Wright is a wholly-owned subsidiary of
The Winthrop Corporation ("Winthrop"). The estate of John Winthrop Wright owns
29% of the outstanding shares of Winthrop and may, therefore, be deemed a
controlling person of Winthrop and Wright.
Wright is a leading independent international investment management and
advisory firm which, together with its parent, Winthrop, has more than 30 years
of experience. Its staff of over 150 people includes a highly respected team of
60 economists, investment experts and research analysts. Wright manages assets
for bank trust departments, corporations, unions, municipalities, eleemosynary
institutions, professional associations, institutional investors, fiduciary
organizations, family trusts and individuals as well as mutual funds. Wright
originated one of the world's largest and most complete databases,
Worldscope(R), with financial information on 14,800 domestic and international
corporations. At the end of 1996, Wright managed approximately $4 billion of
assets.
Under the Fund's Investment Advisory Contract, the Fund is required to pay
Wright a monthly advisory fee at the annual rates (as a percentage of average
daily net assets) set forth in the table below.
ANNUAL ADVISORY FEE RATES
Under $500 Million Over
$500 Million to $1 Billion $1 Billion
-------------------------------------------------
0.75% 0.73% 0.68%
Wright has agreed not to impose a portion of its management fee and to make
other arrangements, if necessary, to limit other expenses of the Fund to the
extent required to reduce operating expenses of the Individual Shares to 1.99%
of the average daily net assets attributable to Individual Shares and operating
expenses of the Institutional Shares to 0.99% of the average daily net assets
attributable to Institutional Shares. This agreement is voluntary and temporary
and may be revised or terminated by Wright at any time.
Pursuant to the Investment Advisory Contract, Wright also furnishes for the
use of the Fund office space and all necessary office facilities, equipment and
personnel for servicing the investments of the Fund. The Fund is responsible for
the payment of all expenses relating to its operations other than those
expressly stated to be payable by Wright under its Investment Advisory Contract.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments and other advisory accounts. Wright seeks to execute the Fund's
portfolio security transactions on the most favorable terms and in the most
effective manner possible. Subject to the foregoing, Wright may consider sales
of shares of the Fund or of other investment companies sponsored by Wright as a
factor in the selection of broker-dealer firms to execute such transactions.
Wright is also the investment adviser to the funds in The Wright Managed
Equity Trust, The Wright Managed Income Trust, The Wright Managed Blue Chip
Series Trust and The Wright EquiFund Equity Trust (the "Wright Funds").
Additional information may be obtained from the web site maintained by Wright
(http://www.wisi.com).
Investment Committee
and Catholic Advisory Board
Investment Committee
An Investment Committee of senior officers of Wright, all of whom are
experienced analysts, exercises disciplined direction and control over all
purchases and sales of securities, policies and procedures for the Fund. The
members of the Investment Committee are as follows:
<PAGE>
Peter M. Donovan, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics, Goddard College and joined Wright from Jones,
Kreeger & Co., Washington, DC in 1966. Mr. Donovan is the president of The
Wright Managed Income Trust, The Wright Managed Equity Trust, The Wright Managed
Blue Chip Series Trust and The Wright EquiFund Equity Trust. He is also director
of Aetna Master Fund, a Luxembourg SICAV. He is a member of the New York Society
of Security Analysts and the Hartford Society of Financial Analysts.
Judith R. Corchard, Chairman of the Investment Committee, Executive Vice
President -- Investment Management of Wright. Ms. Corchard attended the
University of Connecticut and joined Wright in 1960. She is a member of the New
York Society of Security Analysts and the Hartford Society of Financial
Analysts.
Jatin J. Mehta, CFA, Executive Counselor and Director of Education of
Wright. Mr. Mehta received a BS Civil Engineering, University of Bombay, India
and an MBA from the University of Bridgeport. Before joining Wright in 1969, Mr.
Mehta was an executive of the Industrial Credit Investment Corporation of India,
a World Bank agency in India for financial assistance to private industry. He is
a member of the New York Society of Security Analysts and the Hartford Society
of Financial Analysts.
Harivadan K. Kapadia, CFA, Senior Vice President - Investment Analysis and
Information of Wright. Mr. Kapadia received a BA (hon.) Economics and Statistics
and MA Economics, University of Baroda, India and an MBA from the University of
Bridgeport. Before joining Wright in 1969, Mr. Kapadia was Assistant Lecturer at
the College of Engineering and Technology in Surat, India and Lecturer, B.J. at
the College of Commerce & Economics, VVNagar, India. He has published the
textbooks: "Elements of Statistics," "Statistics," "Descriptive Economics," and
"Elements of Economics." He was appointed Adjunct Professor at the Graduate
School of Business, Fairfield University in 1981. He is a member of the New York
Society of Security Analysts and the Hartford Society of Financial Analysts.
Michael F. Flament, CFA, Senior Vice President -- Investment and Economic
Analysis of Wright. Mr. Flament received a BS Mathematics, Fairfield University;
MA Mathematics, University of Massachusetts and an MBA Finance, University of
Bridgeport. He is a member of the New York Society of Security Analysts and the
Hartford Society of Financial Analysts.
James P. Fields, CFA, Vice President and Investment Officer of Wright. Mr.
Fields received a BS Accounting, Fairfield University and an MBA Finance from
Pace University. He joined Wright in 1982 and is also a member of the New York
Society of Security Analysts.
Catholic Advisory Board
The Catholic Advisory Board consults with the Investment Adviser in order
to avoid investing in the securities of any issuer whose products and/or
activities are inconsistent with core Catholic Church teachings. The members of
the Catholic Advisory Board are as follows:
Thomas P. Melady, Chairman, former U.S. Ambassador to Burundi and to the Holy
See, President Emeritus of Sacred Heart University.
Margaret M. Heckler, Eight term Congresswoman from the Massachusetts 10th
District, former Secretary of the Department of Health and Human Services,
former Ambassador to Ireland.
Bowie K. Kuhn, former Commissioner of Baseball.
Thomas S. Monaghan, President, CEO and Chairman of the Board of Domino's Pizza,
Inc.
William A. Wilson, former (and first) U.S. Ambassador to the Holy See.
The Administrator
The Trust engages Eaton Vance as its administrator under an Administration
Agreement. Under the Administration Agreement, Eaton Vance is responsible for
managing the legal and business affairs of the Fund, subject to the supervision
of the Trust's trustees. Eaton Vance's services include recordkeeping,
preparation and filing of documents required to comply with federal and state
securities laws, supervising the activities of the Fund's custodian and transfer
agent, providing assistance in connection with the trustees' and shareholders'
meetings and other administrative services necessary to conduct the Fund's
business. Eaton Vance will not provide any investment management or advisory
services to the Fund. For its services under the Administration Agreement, Eaton
Vance receives a monthly administration fee at the annual rates (as a percentage
of average daily net assets) set forth in the following table.
<PAGE>
ANNUAL ADMINISTRATION FEE RATES
Under $100 Million $250 Million Over
$100 Million to $250 Million to $500 Million $500 Million
- ---------------------------------------------------------------------
---% ---% ---% ---%
Eaton Vance, its affiliates and its predecessor companies have been
primarily engaged in managing assets of individuals and institutional clients
since 1924 and managing, administering and marketing mutual funds since 1931.
Total assets under management are over $16 billion. Eaton Vance is a
wholly-owned subsidiary of Eaton Vance Corp. ("EVC"), a publicly held holding
company.
Distribution Expenses -- Individual Shares
In addition to the fees and expenses payable by the Fund in accordance with
the Investment Advisory Contract and Administration Agreement, the Fund pays for
distribution expenses of the Individual Shares pursuant to a Distribution Plan
(the "Plan") adopted by the Trust and designed to meet the requirements of Rule
12b-1 under the 1940 Act. The Plan authorizes the Fund to finance any activities
primarily intended to result in the sale of the Fund's Individual Shares.
Authorized expenses include compensation paid to and expenses incurred by
officers, trustees, employees or sales representatives of the Trust, including
telephone expenses and the cost of printing prospectuses and reports for other
than existing shareholders, preparation and distribution of sales literature and
advertising. The expenses covered by the Plan may include payments to any
separate distributors under agreement with the Trust for activities primarily
intended to result in the sale of the Fund's Individual Shares.
The Trust's principal underwriter is Wright Investors' Service
Distributors, Inc. ("WISDI" or the "Principal Underwriter"), a wholly owned
subsidiary of Winthrop. Under the Plan, the Fund will pay up to 0.75% annually
of its average daily net assets attributable to Individual Shares to WISDI or to
other providers of distribution services designated by WISDI.
The Principal Underwriter may use the distribution fee for its expenses of
distributing the Fund's Individual Shares, including allocable overhead
expenses. Distribution expenses not specifically attributable to the Fund's
Individual Shares are allocated among the Fund and certain other investment
companies for which WISDI acts as Principal Underwriter, based on the amount of
sales of the Fund's Individual Shares resulting from the Principal Underwriter's
distribution efforts and expenditures. If the distribution fee exceeds the
Principal Underwriter's expenses, the Principal Underwriter may realize a profit
from these arrangements.
The Fund pays no distribution expenses with respect to the Institutional
Shares.
Service Plan
The Trust has adopted a service plan (the "Service Plan") which allows the
Fund to reimburse WISDI for expenses it incurs in providing personal and account
maintenance services to both classes of shareholders and in supporting
broker-dealers and other organizations in their efforts to provide such
services. The amount of the service fee payable under the Service Plan with
respect to each class of shares of the Fund may not exceed 0.25% annually of the
average daily net assets attributable to the respective classes.
How the Fund Values its Shares
The Trust values the shares of each class of the Fund once on each day the
NYSE is open as of the close of regular trading on the NYSE (normally 4:00 p.m.
New York time). The net asset value per share of each class is determined by
Investors Bank & Trust Company ("IBT"), the Fund's custodian (as agent for the
Fund) with the assistance of Wright for securities that involve valuation
problems. Such determination is accomplished by dividing the number of
outstanding shares of each class of the Fund into the net assets attributable to
that class. The net asset value of each class can differ.
Securities listed on securities exchanges or in the NASDAQ National Market
are valued at closing sale prices. Unlisted or listed securities, for which
closing sale prices are not available, are valued at the mean between latest bid
and asked prices. Fixed income securities for which market quotations are
readily available are valued on the basis of valuations supplied by a pricing
service. Fixed income and equity securities for which market quotations are
unavailable, restricted securities, and other assets are valued at their fair
value as determined in good faith by or at the direction of the Trustees.
Short-term obligations maturing in 60 days or less are valued at amortized cost,
which approximates market value.
How to Buy Shares
Individual and Institutional Shares of the Fund are sold without an initial
sales charge at the net asset value next determined after the receipt of a
purchase order.
<PAGE>
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Minimum Initial Investment Individual Shares: $1,000
Institutional Shares: $50,000
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Waiver of Minimum Initial Investment o Waived for investments in applicable retirement plans.
o Waived for the Automatic Investment Program.
- ----------------------------------------------------------------------------------------------------------------------------------
Purchasing By Mail - Initial Purchase o Obtain an account application form from WISDI, then complete and
sign the form.
o Mail the form with a check, Federal Reserve draft or other
negotiable bank draft, drawn on a U.S. bank and payable in U.S.
dollars to the order of Catholic Investment Trust,to First
Data Investor Services Group (the"Transfer Agent") at the following
address:
First Data Investor Services Group
Catholic Investment Trust
P.O. Box 5123
Westborough, Massachusetts 01581-5123
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Purchasing By Mail - Subsequent Purchases o May be made at any time by check, Federal Reserve draft, or other
negotiable bank draft, drawn on a U.S. bank and payable in U.S.
dollars to the order of Catholic Investment Trust, and mailed to the
Transfer Agent at the above address.
o If the purchase is to be credited to a sub-account, identify the
sub-account,the sub-account number and,unless otherwise agreed, the
name of the sub-account.
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Purchasing By Wire - Initial Purchase o Telephone the Fund at (800) 225-6265, Ext.3,to advise of the action
and to obtain an account number.
o Obtain an account application form from WISDI, then complete,
sign and mail the form to the Transfer Agent at the above address.
o Instruct your bank to wire immediately available funds to:
Boston Safe Deposit and Trust Company
One Boston Place
Boston, Massachusetts
ABA: 011001234
Account: 081345
Further Credit: Catholic Investment Trust Equity Fund
(Include your Fund account number)
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Purchasing By Wire - Subsequent Purchases o Telephone the Fund immediately at (800)225-6265, Ext. 3, with each
transmission.
o Repeat the wire procedure described above.
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Automatic Investment Program (Individual Class only) o Investments of $50 or more may be made each month or quarter in
automatic withdrawals from your bank account.
o $1,000 minimum initial investment and $500 minimum account
requirements are waived.
</TABLE>
<PAGE>
Purchase through Exchange of Portfolio Securities. Investors wishing to
purchase shares of the Fund through an exchange of portfolio securities should
contact WISDI to determine the acceptability of the securities and make the
proper arrangements. Shares of the Fund may be purchased, in whole or in part,
by delivering to the Fund's custodian securities that meet the investment
objective and policies of the Fund, have readily ascertainable market prices and
quotations and are otherwise acceptable to the Investment Adviser and the Fund.
The Trust will only accept securities in exchange for shares of the Fund for
investment purposes and not as agent for the shareholders with a view to a
resale of such securities. The Investment Adviser, WISDI and the Fund reserve
the right to reject all or any part of the securities offered in exchange for
shares of the Fund.
An investor who wishes to make an exchange should furnish to WISDI a list
with a full and exact description of all of the securities which he or she
proposes to deliver. WISDI or the Investment Adviser will specify those
securities which the Fund is prepared to accept and will provide the investor
with the necessary forms to be completed and signed by the investor. The
investor should then send the securities, in proper form for transfer, with the
necessary forms to the Fund's custodian and certify that there are no legal or
contractual restrictions on the free transfer and sale of the securities.
Exchanged securities will be valued at their fair market value as of the
date that the securities in proper form for transfer and the accompanying
purchase order are both received by the Trust, using the procedure for valuing
portfolio securities described under "How the Fund Values its Shares." However,
if the NYSE or appropriate foreign stock exchange is not open for unrestricted
trading on that date, the securities will be valued on the next day on which the
NYSE or appropriate foreign stock exchange is so open. Securities to be
exchanged must have a minimum aggregate value of $5,000. An exchange of
securities for Fund shares is a taxable transaction which may result in
realization of a gain or loss for tax purposes.
Account Statements and Confirmations. Account statements indicating total shares
of the Fund owned in the account or each sub-account will be mailed to investors
quarterly. Confirmations will be issued at the time of each purchase or
redemption. The issuance of shares will be recorded on the books of the Fund.
The Trust does not issue share certificates. The Fund reserves the right to
reject any order for the purchase of its shares or to limit or suspend, without
prior notice, the offering of its shares.
Shares of the Fund may be purchased or redeemed through an investment
dealer, bank or other institution ("Authorized Dealer"). Charges may be imposed
by the institution for its services. Any such charges could constitute a
material portion of a smaller account. Shares may be purchased or redeemed
directly from or with the Fund without imposition of any charges other than
those described in this Prospectus.
Distributions by the Fund
The Trust intends to pay dividends from the net investment income of the
Fund at least annually. Any net capital gains realized from the sale of
securities or other transactions in the Fund's portfolio (reduced by any
available capital loss carryforwards from prior years) will be paid at least
annually, shortly before or after the close of the Fund's fiscal year.
Shareholders may reinvest dividends and distributions, if any, in additional
shares of the Fund at the net asset value as of the ex-dividend date. Unless
shareholders otherwise instruct, all distributions and dividends will be
automatically invested in additional shares of the same class of the Fund.
Alternatively, shareholders may reinvest capital gains distributions and direct
that dividends be paid in cash, or that both dividends and capital gains
distributions be paid in cash.
Taxes
The Fund intends to qualify and elect to be treated as a regulated
investment company for federal income tax purposes. In order to so qualify, the
Fund must meet certain requirements with respect to sources of income,
diversification of assets, and distributions to shareholders. The Fund does not
pay federal income or excise taxes to the extent that it distributes to its
shareholders all of its net investment income and net realized capital gains in
accordance with the timing requirements of the Internal Revenue Code of 1986, as
amended (the "Code"). In addition, the Fund will not be subject to Massachusetts
income, corporate excise or franchise taxation as long as it qualifies as a
regulated investment company under the Code.
<PAGE>
Dividends paid by the Fund from net investment income, including certain
net realized foreign currency gains, and the excess of net short-term capital
gain over net long term capital loss will be taxable to its shareholders as
ordinary income. Distributions paid by the Fund from the excess of net long-term
capital gain over net short-term capital loss which the Fund designates as
"capital gain dividends" will be taxable as long-term capital gains regardless
of how long shareholders have held their shares. These tax consequences will
apply whether distributions are reinvested in additional shares or received in
cash. The Fund's dividends that are paid to its corporate shareholders and are
attributable to qualifying dividends received by the Fund from U.S. domestic
corporations may be eligible, in the hands of these corporate shareholders, for
the corporate dividends-received deduction, subject to certain holding period
requirements and debt financing limitations under the Code. Shareholders will be
informed annually about the amount and character, for federal income tax
purposes, of distributions received from the Fund.
The realization of capital gains may be affected by shareholder redemption
transactions, economic, market or issuer-specific developments or other
investment considerations.
Investors should consider the adverse tax implications of buying shares
immediately before a distribution. Investors who purchase shares shortly before
the record date for a distribution will pay a per share price that includes the
value of the anticipated distribution and will be taxed on the distribution even
though the distribution represents a return of a portion of the purchase price.
Shareholders may realize a taxable gain or loss upon a redemption or other
disposition of shares of the Fund. Any loss realized upon the redemption or
other disposition of shares with a tax holding period of six months or less will
be treated as a long-term capital loss to the extent of any distribution of net
long-term capital gains with respect to such shares. All or a portion of a loss
realized upon a redemption or other disposition of Fund shares may be disallowed
under "wash sale" rules if other Fund shares are purchased (whether through
reinvestment of dividends or otherwise) within the period beginning 30 days
before and ending 30 days after the date of such disposition.
Individuals and certain other shareholders may be subject to 31% backup
withholding of federal income tax on distributions and redemptions if they fail
to furnish their correct taxpayer identification number and certain
certifications or if they are otherwise subject to backup withholding.
The Fund anticipates that it may be required to pay foreign taxes on its
income or gains from certain foreign investments, which will reduce its return
from those investments. In some years, the Fund may be permitted to elect to
pass through qualifying foreign taxes it pays to its shareholders. If this
election is made, shareholders will then include their share of such taxes in
income (in addition to actual dividends and distributions) and may be entitled,
subject to applicable limitations, to a corresponding federal income tax credit
or deduction. The Fund will provide appropriate information to shareholders if
this election is made.
Annually, shareholders of the Fund that are not exempt from information
reporting requirements will receive information on Form 1099 to assist in
reporting the prior calendar year's distributions and redemptions (including
exchanges) on federal and state income tax returns. Dividends declared by the
Fund in October, November or December of any calendar year to shareholders of
record as of a date in such a month and paid the following January will be
treated for federal income tax purposes as having been received by shareholders
on December 31 of the year in which they are declared.
Dividends and other distributions, redemptions (including exchanges), and
the value of Fund shares may, of course, also be subject to state, local or
other taxes. Shareholders should consult their own tax advisers with respect to
state and local tax consequences of investing in the Fund.
How To Redeem or Sell Shares
Shares of the Fund will be redeemed at the net asset value next determined
after receipt of a redemption request in good order less any applicable CDSC.
However, if the shares to be redeemed were purchased by check, the Fund may
delay payment of redemption proceeds until the check has been collected which,
depending upon the location of the issuing bank, could take up to 15 days. A
redemption of shares is a taxable transaction which may result in recognition of
a gain or loss.
Shareholders who purchased Fund shares through their dealers may redeem
shares through their dealers. Shares may also be redeemed as follows:
<PAGE>
<TABLE>
<S> <C>
By Telephone All shareholders eligible unless otherwise indicated on account application.
o Telephone the Fund at (800) 225-6265 between 8:30 a.m. and 4:00 p.m. Eastern time.
o Redemptions requested in good order before 4:00 p.m. Eastern time will be
made at that day's net asset value.
o Redemptions requested after 4:00 p.m. Eastern time will be made at the
net asset value determined for the next business day.
o Shareholders may also telephone the Transfer Agent if the redemption is less than
$50,000. Telephone: (800) 262-1122 between 8:30 a.m. and 4:00 p.m. Eastern time.
o Telephone instructions will be tape recorded.
- -----------------------------------------------------------------------------------------------------------------------------------
By Mail o Mail the request with a stock power to the following address:
First Data Investor Services Group
Catholic Investment Trust
P.O. Box 5123
Westborough, Massachusetts 01581-5123
o Requests and stock powers must:
(i) be endorsed by the record owner(s) exactly as the shares are
registered; and (ii) have signatures guaranteed (a) by a member of either the
Securities Transfer Association's STAMP program or the NYSE's Medallion
Signature Program, or (b) by certain banks, savings and loans, credit union, securities
dealers, securities exchanges, clearing agencies or registered
securities associations that are acceptable to the Transfer Agent.
o Additional documents may be required, such as when shares are registered
in the name of a business entity or fiduciary.
- -----------------------------------------------------------------------------------------------------------------------------------
Payment of Proceeds o Normally, payment will be made within one business day after receipt of the redemption
request in good order.
o Payment will be made by check to the address of record or by wire
transfer if indicated in the account application.
o Trust departments may redeem and deposit proceeds in accounts of their
clients, as specified in instructions given to the Fund at the time of initial
purchase.
- -----------------------------------------------------------------------------------------------------------------------------------
Minimum Account Balances o The Fund reserves the right to fully redeem any accounts which, due to redemption or
transfer, contain less than the following amounts:
Individual Share accounts: $500
Institutional Share accounts: $50,000
o The Fund will not redeem accounts that fall below the minimum amounts due
solely to a reduction in net asset value of the Fund's shares.
o Before any such redemption, notice will be sent to the shareholder, and
the shareholder will have 60 days from the notice date to make additional
investments to meet the required minimum.
o No CDSC will be imposed on involuntary redemptions of Individual Shares.
</TABLE>
<PAGE>
The Fund reserves the right to suspend the right of redemption or postpone
the payment of redemption proceeds to the extent permitted by the Securities and
Exchange Commission.
Although the Fund normally intends to redeem shares in cash, the Fund
reserves the right to deliver the proceeds of redemptions in the form of
portfolio securities if deemed advisable by the Trustees. The value of any such
portfolio securities distributed will be determined in the manner described
under "How the Fund Values its Shares." If portfolio securities were distributed
in lieu of cash, the shareholder would normally incur transaction costs upon the
disposition of any such securities.
Contingent Deferred Sales Charge - Individual Shares. Individual Shares redeemed
within the first year of purchase (except shares acquired through the
reinvestment of distributions) generally will be subject to a CDSC equal to 1%
of the net asset value of the redeemed shares. This CDSC is imposed on any
redemption, the amount of which exceeds the aggregate value at the time of
redemption of (a) all shares in the account purchased more than one year prior
to the redemption, (b) all shares in the account acquired through reinvestment
of distributions, and (c) the increase, if any, of value in the other shares in
the account (namely those purchased within the year preceding the redemption)
over the purchase price of such shares. Redemptions are processed in a manner to
maximize the amount of redemption proceeds which will not be subject to a CDSC.
That is, each redemption will be assumed to have been made first from the exempt
amounts referred to in clauses (a), (b) and (c) above, and second through
liquidation of those shares in the account referred to in clause (c) on a
first-in-first-out basis. The CDSC will be paid to the Principal Underwriter of
the Fund.
No CDSC will be imposed on Fund shares which have been sold to Wright or
its affiliates, or to their respective employees or clients. The CDSC will also
be waived for shares redeemed as part of a distribution from an individual
retirement plan or a retirement plan for self-employed individuals.
Performance Information
From time to time, the Fund may publish its total return in advertisements
and communications to shareholders. The Fund's total return is determined by
computing the annual percentage change in value of $1,000 invested at net asset
value for specified periods ending with the most recent calendar quarter. This
computation assumes the reinvestment of all distributions, a complete redemption
of the investment and, with respect to Individual Shares, the deduction of any
applicable CDSC at the end of the period. The Fund may also publish total return
figures for Individual Shares which do not take into account any CDSC. The
investment results of the Fund will change over time, and the Fund's past
performance is not a prediction of future performance.
Other Information
The Fund is a diversified series of the Trust, an open-end management
investment company organized on November 26, 1996 as a business trust under
Massachusetts law. The Trust reserves the right to create and issue multiple
series of shares, or classes of these series, which are separately managed and
have different investment objectives. The trustees have authorized the issuance
of two classes of the Fund, designated as the Individual Class and the
Institutional Class. The shares of each class represent an interest in the same
portfolio of investments of the Fund. Each class has equal rights as to voting,
redemption, dividends and liquidation. However, each class bears different
distribution fees and other expenses. Also, Individual and Institutional
shareholders have exclusive voting rights with respect to their distribution
plans, if any.
The Trust is not required and does not intend to hold annual meetings of
shareholders, although special meetings may be held for such purposes as
electing or removing trustees, changing fundamental policies or approving a
management contract. The Trust, under certain circumstances, will assist in
shareholder communications with other Trust shareholders.
The trustees may, without shareholder approval, change the structure of the
Fund from a multiple class fund to a feeder fund in a master-feeder investment
structure. As a feeder fund, the Fund would pursue its investment objective by
investing all of its assets in a separate mutual fund (the "Master Fund") with
an investment objective identical to that of the Fund. Other investors would be
able to purchase interests in the Master Fund. All investors, including the
Fund, would pay a proportionate share of the Master Fund's expenses.
<PAGE>
Shareholders of the Fund would also continue to pay a proportionate share of the
Fund's expenses. The trustees of the Trust would be able to withdraw all of the
Fund's assets from the Master Fund if they determined that it is in the best
interest of the Fund to do so.
In order to supply the Fund with capital, Wright expects to beneficially
own 100% of the Fund's issued and outstanding shares immediately prior to the
effectiveness of the Trust's registration statement. The Fund expects to attract
significant assets relative to Wright's initial investment soon after
effectiveness at which time Wright may no longer control the Fund.
Tax-Sheltered Retirement Plans
Individual Shares are available for investment by retirement account plans
for individuals and their non-employed spouses, and retirement plans for
self-employed individuals. Institutional Shares are available for investment by
401(k), 403(b) and other retirement account plans of corporations, non-profit
organizations and other entities. The minimum initial purchase requirements will
be waived for investments in retirement plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or Call:
(800) 888-9471
<PAGE>
Catholic
Investment Trust
Equity Fund
PROSPECTUS
February__, 1997
Catholic Investment Trust
24 Federal Street
Boston, Massachusetts 02110
===============================================================================
Investment Adviser
Wright Investors' Service, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Principal Underwriter
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Administrator
Eaton Vance Management
24 Federal Street
Boston, Massachusetts 02110
Custodian
Investors Bank & Trust Company
89 South Street
Boston, Massachusetts 02111
Transfer Agent
First Data Investor Services Group
Catholic Investment Trust
P.O. Box 5123
Westborough, Massachusetts 01581-5123
Auditors
[To be completed]
Catholic
Investment Trust
Equity Fund
PROSPECTUS
February __, 1997
PART B
Information Required in a Statement of Additional Information
Subject to Completion
Date of Issuance: _____________, 199_
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of any offer to buy nor shall there by any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
===============================================================================
STATEMENT OF ADDITIONAL INFORMATION
Individual Class Shares
Institutional Class Shares
February __, 1997
CATHOLIC INVESTMENT TRUST
24 Federal Street
Boston, Massachusetts 02110
- ------------------------------------------------------------------------------
Catholic Investment Trust Equity Fund
- -------------------------------------------------------------------------------
TABLE OF CONTENTS
Additional Information about the Trust............ 2
Additional Investment Information................. 2
Investment Restrictions........................... 4
Trustees, Officers and the
Catholic Advisory Board...................... 5
Control Persons and
Principal Holders of Shares.................. 7
Investment Advisory and
Administrative Services...................... 7
Custodian......................................... 8
Independent Certified Public Accountants.......... 8
Brokerage Allocation.............................. 8
Pricing of Shares................................. 9
Principal Underwriter............................. 9
Service Plan...................................... 10
Taxes............................................. 11
Calculation of Performance and
Yield Quotations............................. 11
Financial Statements..............................
Appendix.......................................... 13
- -------------------------------------------------------------------------------
This Statement of Additional Information is NOT a prospectus and is authorized
for distribution to prospective investors only if preceded or accompanied by the
current Prospectus of the Catholic Investment Trust (the "Trust") offering
shares of the Catholic Investment Trust Equity Fund (the "Fund"), dated February
__, 1997, as supplemented from time to time, which is incorporated herein by
reference. This Statement of Additional Information should be read in
conjunction with the Prospectus. A copy of the Prospectus may be obtained
without charge from Wright Investors' Service Distributors, Inc., 1000 Lafayette
Boulevard, Bridgeport, Connecticut 06604 (Telephone: (800) 888-9471) or from its
World Wide Web site (http://www.wisi.com).
<PAGE>
Additional Information about the Trust
Unless otherwise defined herein, capitalized terms have the meaning given
them in the Prospectus.
The Trust is a no-load, open-end, management investment company organized
as a Massachusetts business trust. The Trust was organized in 1996 and currently
has one series (the Fund). The Fund currently has two classes of shares
outstanding -- Individual Shares and Institutional Shares. The Fund is a
diversified fund.
The Trust's Declaration of Trust (the "Declaration of Trust") may be
amended with the affirmative vote of a majority of the outstanding shares of the
Trust or, if the interests of a particular class of shares of the Fund are
affected, a majority of the outstanding shares of such class. The trustees are
authorized to make amendments to the Declaration of Trust that do not have a
material adverse effect on the interests of shareholders. The Trust may be
terminated (i) upon the sale of the Trust's assets to another diversified
open-end management investment company, if approved by the holders of two-thirds
of the outstanding shares of the Trust, except that if the trustees recommend
such sale of assets, the approval by the vote of a majority of the Trust's
outstanding shares will be sufficient, or (ii) upon liquidation and distribution
of the assets of the Trust, if approved by a majority of its trustees or by the
vote of a majority of the Trust's outstanding shares. If not so terminated, the
Trust may continue indefinitely.
The Declaration of Trust also provides that the trustees may change the
structure of the Fund from a multiple class fund to a feeder fund in a
master-feeder investment structure without shareholder approval. As a feeder
fund, the Fund would pursue its investment objective by investing all of its
assets in a Master Fund with an investment objective identical to that of the
Fund. While a master-feeder investment structure may provide opportunities for
growth in the assets of the Master Fund and economies of scale for the Fund,
duplication of fees may also result. Whenever the Fund as an investor in the
Master Fund would be requested to vote on matters pertaining to the Master Fund,
the Fund would hold a meeting of Fund shareholders and vote its interest in the
Master Fund for or against such matters proportionately to the instructions to
vote for or against such matters received from Fund shareholders. The Fund would
vote shares for which it received no voting instructions in the same proportion
as the shares for which it received voting instructions.
The Declaration of Trust further provides that the trustees will not be
liable for errors of judgment or mistakes of fact or law; however, nothing in
the Declaration of Trust protects a trustee against any liability to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of his
office.
The Trust is an organization of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders of such a trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Declaration of Trust contains an express
disclaimer of shareholder liability in connection with the Trust property or the
acts, obligations or affairs of the Trust. The Declaration of Trust also
provides for indemnification out of the Trust property of any shareholder held
personally liable for the claims and liabilities to which a shareholder may
become subject by reason of being or having been a shareholder. Thus, the risk
of a shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations. The risk of any shareholder incurring any liability for the
obligations of the Trust is extremely remote.
Additional Investment Information
Description of Investments
U.S. Government, Agency and Instrumentality Obligations -- U.S. Government
obligations are issued by the Treasury and include bills, certificates of
indebtedness, notes, and bonds. Agencies and instrumentalities of the U.S.
Government are established under the authority of an act of Congress and
include, but are not limited to, the Government National Mortgage Association,
the Tennessee Valley Authority, the Bank for Cooperatives, the Farmers Home
Administration, Federal Home Loan Banks, Federal Intermediate Credit Banks,
Federal Land Banks, and the Federal National Mortgage Association.
Repurchase Agreements -- involve purchase of U.S. Government obligations.
At the same time the Fund purchases the security, it resells it to the vendor (a
member bank of the Federal Reserve System or recognized securities dealer that
<PAGE>
meets Wright credit standards), and is obligated to redeliver the security to
the vendor on an agreed-upon date in the future. The resale price exceeds the
purchase price and reflects an agreed-upon market rate unrelated to the coupon
rate on the purchased security. Such transactions afford an opportunity for the
Fund to earn a return on cash which is only temporarily available. The Fund's
risk is the ability of the vendor to pay an agreed-upon sum upon the delivery
date. The Fund believes this risk is limited to the difference between the
market value of the security and the repurchase price provided for in the
repurchase agreement.
Repurchase agreements must be fully collateralized at all times. In the
event of a default or bankruptcy by a vendor under a repurchase agreement, the
Fund will seek to liquidate such collateral. However, the exercise of the right
to liquidate such collateral could involve certain costs, delays and
restrictions and is not ultimately assured. To the extent that proceeds from any
sale upon a default of the obligations to repurchase are less than the
repurchase price, the Fund could suffer a loss.
In all cases when entering into repurchase agreements with other than
FDIC-insured depository institutions, the Fund will take physical possession of
the underlying collateral security, or will receive written confirmation of the
purchase of the collateral security and a custodial or safekeeping receipt from
a third party under a written bailment for hire contract, or will be the
recorded owner of the collateral security through the Federal Reserve Book-Entry
System.
Short-Term Investments -- The Fund may invest in the following types of
short-term obligations for temporary defensive purposes, to temporarily invest
cash balances or to maintain liquidity to meet redemptions:
Certificates of Deposit -- are certificates issued against funds deposited
in a bank, are for a definite period of time, earn a specified rate of return,
and are normally negotiable.
Bankers' Acceptances -- are short-term credit instruments used to finance
the import, export, transfer or storage of goods. They are termed "accepted"
when a bank guarantees their payment at maturity.
Commercial Paper -- refers to promissory notes issued by corporations in
order to finance their short-term credit needs. Commercial paper acquired by the
Fund must, at the date of investment, be rated A-1 by Standard & Poor's Ratings
Group ("S&P") or P-1 by Moody's Investors Service, Inc. ("Moody's"), or, if not
rated by such rating organizations, be deemed by the trustees to be of
comparable quality.
Finance Company Paper -- refers to promissory notes issued by finance
companies in order to finance their short-term credit needs. Finance company
paper must have the same ratings as commercial paper at the time of purchase.
See "Commercial Paper" above.
Corporate Obligations -- include bonds and notes issued by corporations and
other entities in order to finance longer-term credit needs. Corporate
obligations and other debt instruments in which the Fund may invest must, at the
date of investment, be rated AA or better by S&P or Aa or better by Moody's or,
if not rated by such rating organizations, be deemed by the trustees to be of
comparable quality.
"When Issued" Securities -- Securities are frequently offered on a
"when-issued" basis. When so offered, the price, which is generally expressed in
terms of yield to maturity, is fixed at the time the commitment to purchase is
made, but delivery and payment for the when-issued securities may take place at
a later date. Normally, the settlement date occurs 15 to 90 days after the date
of the transaction. The payment obligation and the interest rate that will be
received on the securities are fixed at the time the Fund enters into the
purchase commitment. During the period between purchase and settlement, no
payment is made by the Fund to the issuer and no interest accrues to the Fund.
To the extent that assets of the Fund are held in cash pending the settlement of
a purchase of securities, the Fund would earn no income; however, the Fund
intends to be fully invested to the extent practicable and subject to the
policies stated above. While when-issued securities may be sold prior to the
settlement date, it is intended that such securities will be purchased for the
Fund with the purpose of actually acquiring them unless a sale appears to be
desirable for investment reasons.
At the time a commitment to purchase securities on a when-issued basis is
made for the Fund, the transaction will be recorded and the value of the
security reflected in determining the Fund's net asset value. The Fund will
establish a segregated account in which the Fund will maintain cash and liquid
securities equal in value to commitments for when-issued securities. If the
value of the securities placed in the separate account declines, additional cash
or securities will be placed in the account on a daily basis so that the value
of the account will at least equal the amount of the
<PAGE>
Fund's when-issued commitments. Such segregated securities either will
mature or, if necessary, be sold on or before the settlement date.
Securities purchased on a when-issued basis and the securities held by the
Fund are subject to changes in value based upon the public's perception of the
credit worthiness of the issuer and changes in the level of interest rates.
(Thus, both positions will change in value in the same way, i.e., both
experiencing appreciation when interest rates decline and depreciation when
interest rates rise.) Therefore, to the extent that the Fund remains
substantially fully invested at the same time that it has purchased securities
on a when-issued basis, there will be greater fluctuations in the market value
of the Fund's net assets than if only cash were set aside to pay for when-issued
securities.
Lending Portfolio Securities
The Fund may seek to increase income by lending portfolio securities to
broker-dealers or other institutional borrowers. Under present regulatory
policies of the Securities and Exchange Commission, such loans are required to
be secured continuously by collateral in cash, cash equivalents or U.S.
Government securities held by the Fund's custodian and maintained on a current
basis at an amount at least equal to the market value of the securities loaned,
which will be marked to market daily. Cash equivalents include certificates of
deposit, commercial paper and other short-term money market instruments. The
Fund would have the right to call a loan and obtain the securities loaned at any
time on up to five business days' notice. The Fund would not have the right to
vote any securities having voting rights during the existence of a loan, but
would call the loan in anticipation of an important vote to be taken among
holders of the securities or the giving or withholding of their consent on a
material matter affecting the investment.
Investment Restrictions
The following investment restrictions have been adopted by the Fund and may
be changed only by the vote of a majority of the Fund's outstanding voting
securities, which as used in this Statement of Additional Information means the
lesser of (a) 67% of the shares of the Fund if the holders of more than 50% of
the shares are present or represented at the meeting or (b) more than 50% of the
shares of the Fund. Accordingly, the Fund may not:
(1) With respect to 75% of the total assets of the Fund, purchase the
securities of any issuer if such purchase at the time thereof would cause
more than 5% of its total assets (taken at market value) to be invested in
the securities of such issuer, or purchase securities of any issuer if such
purchase at the time thereof would cause more than 10% of the total voting
securities of such issuer to be held by the Fund, except obligations issued
or guaranteed by the U.S. Government, its agencies or instrumentalities and
except securities of other investment companies;
(2) Borrow money or issue senior securities except as permitted by the
Investment Company Act of 1940. In addition, the Fund may not issue bonds,
debentures or senior equity securities, other than shares of beneficial
interest;
(3) Purchase securities on margin (but the Fund may obtain such short-term
credits as may be necessary for the clearance of purchase and sales of
securities);
(4) Underwrite or participate in the marketing of securities of others;
(5) Make an investment in any one industry if such investment would cause
investments in such industry to exceed 25% of the Fund's total assets, at
market value at the time of such investment (other than securities issued
or guaranteed by the U.S. Government or its agencies or instrumentalities);
(6) Purchase or sell real estate, although it may purchase and sell securities
which are secured by real estate and securities of companies which invest
or deal in real estate;
(7) Purchase or sell commodities or commodity contracts for the purchase or
sale of physical commodities other than currency; or
(8) Make loans to any person except by (a) the acquisition of debt securities
and making portfolio investments (b) enter- ing into repurchase agreements
or (c) lending portfolio securities.
Notwithstanding the investment policies and restrictions of the Fund, the
Fund may invest its assets in an open-end management investment company with
substantially the same investment objective, policies and restrictions as the
Fund.
The Fund has adopted the following investment policies which may be changed
without approval by the Fund's shareholders. As a matter of nonfundamental
policy, the Fund will not (a) sell or contract to sell any security which it
does not own unless by virtue of its ownership of other securities
<PAGE>
it has at the time of sale a right to obtain securities equivalent in kind
and amount to the securities sold and provided that if such right is conditional
the sale is made upon the same conditions; or (b) invest more than 15% of net
assets in illiquid investments.
If a percentage restriction contained in the Fund's investment policies is
adhered to at the time of investment, a later increase or decrease in the
percentage resulting from a change in the value of portfolio securities or the
Fund's net assets will not be considered a violation of such restriction.
Trustees, Officers and the
Catholic Advisory Board
Trustees and Officers
The trustees and officers of the Trust are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Those trustees who are "interested
persons" (as defined in the 1940 Act) of the Trust, Wright, The Winthrop
Corporation ("Winthrop"), Eaton Vance, Eaton Vance's wholly owned subsidiary,
Boston Management and Research ("BMR"), Eaton Vance's parent company, Eaton
Vance Corp. ("EVC"), or Eaton Vance's and BMR's trustee, Eaton Vance, Inc.
("EV") by virtue of their affiliation with either the Trust, Wright, Winthrop,
Eaton Vance, BMR, EVC or EV, are indicated by an asterisk (*).
PETER M. DONOVAN (53), President and Trustee* President, Chief Executive Officer
and Director of Wright and Winthrop; Vice President,Treasurer and a Director
of Wright Investors' Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
H. DAY BRIGHAM, JR. (70), Vice President, Secretary and Trustee*
Vice President of Eaton Vance, BMR, EVC and EV and Director, EV and EVC;
Director, Trustee and officer of various investment companies managed by Eaton
Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
A.M. MOODY, III (60), Vice President & Trustee*
Senior Vice President, Wright and Winthrop; President, Wright Investors'
Service Distributors, Inc.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
[Noninterested trustee data to be inserted by pre-effective amendment.]
JUDITH R. CORCHARD (57) , Vice President
Executive Vice President, Investment Management: Senior Investment Officer;
Chairman of the Investment Committee and Director of Wright and Winthrop.
Address: 1000 Lafayette Boulevard, Bridgeport, CT 06604
JAMES L. O'CONNOR (51), Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
JANET E. SANDERS (60), Assistant Secretary and Assistant Treasurer
Vice President of Eaton Vance, BMR and EV. Officer of various investment
companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
WILLIAM J. AUSTIN, JR. (44), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV. Officer of various
investment companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (33), Assistant Secretary
Assistant Vice President of Eaton Vance, BMR and EV since March 1, 1994;
employee of Eaton Vance since March 1993. State Regulations Supervisor, The
Boston Company (1991-1993) and Registration Specialist, Fidelity Management &
Research Co. (1986-1991). Officer of various investment companies managed by
Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (38), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads and Gaston & Snow. Officer of
various investment companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
All of the trustees and officers hold identical positions with The Wright
Managed Equity Trust, The Wright Managed Income Trust, The Wright Managed Blue
Chip Series Trust (except Mr. Miles) and The Wright EquiFund Equity Trust. The
fees and expenses of trustees of the Trust who are not affiliated persons of the
Trust are paid by the Fund. Each such non-affiliated trustee receives a fee
equal to $250 per
<PAGE>
meeting attended plus expenses. It is currently anticipated
that the Trust will hold five trustee meetings per year. Non-affiliated trustees
also receive additional payments from other investment companies for which
Wright provides investment advisory services. The current trustees receive no
compensation from the Trust. The Trust does not have a retirement plan for the
trustees. For estimated trustee compensation for the fiscal year ended December
31, 1997, see the "Compensation Table" below.
The Trust's board of trustees will have a Special Nominating Committee
consisting of the trustees who are not affiliated persons of the Trust. The
Special Nominating Committee's function will be to select and nominate
individuals to fill vacancies, as and when they occur, in the ranks of those
trustees who are not "interested persons" of the Trust, Eaton Vance or Wright.
The Trust does not have a designated audit committee since the full board
performs the functions of such committee.
Catholic Advisory Board
The members of the Catholic Advisory Board and their principal occupations
during the past five years are set forth below. Each of the members of the
Catholic Advisory Board may be contacted at the following address: Catholic
Investment Trust, 24 Federal Street, Boston, Massachusetts 02110.
THOMAS P. MELADY (69), Chairman. Former U.S. Ambassador to Burundi
and to the Holy See, President Emeritus of Sacred Heart
University, author of 14 books and numerous articles.
MARGARET M. HECKLER (65), Eight term Congresswoman from the Massachusetts 10th
District, former Secretary of the Department of Health and Human Services,
former Ambassador to Ireland.
BOWIE K. KUHN (70), former Commissioner of Baseball.
THOMAS S. MONAGHAN (59), President, CEO and Chairman of the Board of Domino's
Pizza, Inc.
WILLIAM A. WILSON (83), former (and first) U.S. Ambassador to the Holy See.
The members of the Catholic Advisory Board are paid by the Fund. Each
member receives a fee equal to $1,000 per meeting attended plus expenses. It is
currently anticipated that the Trust will hold two Catholic Advisory Board
meetings per year. The Trust does not have a retirement plan for the Catholic
Advisory Board members. The Catholic Advisory Board members only serve the Fund
and no other funds in the Wright Fund complex. For estimated Catholic Advisory
Board member compensation for the fiscal year ended December 31, 1997, see the
"Compensation Table" below.
<TABLE>
COMPENSATION TABLE
Fiscal Year Ended December 31, 1995
<S> <C> <C> <C> <C>
Aggregate Compensation Pension or Retirement Estimated Annual Benefits Total Compensation
Trustees from the Fund(1) Benefits Accrued Upon Retirement Paid(2)
- ---------------------------------------------------------------------------------------------------------------------------
Peter M. Donovan $0 None None $0
H. Day Brigham, Jr. $0 None None $0
A. M. Moody, III $0 None None $0
[Noninterested trustee data to be added by pre-effective amendment]
- ---------------------------------------------------------------------------------------------------------------------------
(1) These compensation amounts are estimated for the Fund's fiscal year
ending December 31, 1997.
(2) Total compensation paid is for the year ended December 31, 1996 and includes service on the then-existing boards in
the Wright fund complex (33 funds)
Aggregate Compensation Pension or Retirement Estimated Annual Benefits
Catholic Advisory Board Members from the Fund(1) Benefits Accrued Upon Retirement
- ---------------------------------------------------------------------------------------------------------------------------
Thomas P.Melady $2,000 None None
Margaret M.Heckler $2,000 None None
Bowie K.Kuhn $2,000 None None
Thomas S.Monaghan $2,000 None None
William A.Wilson $2,000 None None
- ---------------------------------------------------------------------------------------------------------------------------
(1) These compensation amounts are estimated for the Fund's fiscal year
ending December 31, 1997..
</TABLE>
<PAGE>
Control Persons and
Principal Holders of Shares
As of January 31, 1997, the trustees and officers of the Trust, as a group,
owned in the aggregate less than 1% of the outstanding shares of the Fund. As of
January 31, 1997, Wright owned (100%) of the Fund's outstanding shares.
Investment Advisory and
Administrative Services
The Trust has engaged Wright to act as the Fund's investment adviser
pursuant to an Investment Advisory Contract (the "Investment Advisory
Contract"). Wright, acting under the general supervision of the Trust's
trustees, furnishes the Fund with investment advice and management services, as
described below. The estate of John Winthrop Wright may be considered a
controlling person of Wright's parent, Winthrop, and Wright by reason of its
ownership of 29% of the outstanding shares of Winthrop.
Pursuant to the Investment Advisory Contract, Wright will carry out the
investment and reinvestment of the assets of the Fund, will furnish continuously
an investment program with respect to the Fund, will determine which securities
should be purchased, sold or exchanged in consultation with the Catholic
Advisory Board, and will implement such determinations. Wright will be solely
responsible for evaluating the investment merits of the Fund's portfolio
investments. Wright will furnish to the Fund investment advice and management
services, office space, equipment and clerical personnel, and investment
advisory, statistical and research facilities. In addition, Wright has arranged
for certain members of the Eaton Vance and Wright organizations to serve without
salary as officers or trustees. In return for these services, the Fund is
obligated to pay a monthly advisory fee calculated at the rates set forth in the
Fund's current Prospectus.
Shareholders of the Fund who are also advisory clients of Wright may have
agreed to pay Wright a fee for such advisory services. Wright does not intend to
exclude from the calculation of the investment advisory fees payable to Wright
by such advisory clients the portion of the advisory fee payable by the Fund.
Accordingly, a client may pay an advisory fee to Wright in accordance with
Wright's customary investment advisory fee schedule charged to investment
advisory clients and at the same time, as a shareholder in the Fund, bear its
share of the advisory fee paid by the Fund to Wright as described above.
The Trust has engaged Eaton Vance to act as the Fund's administrator
pursuant to an Administration Agreement. For its services under the
Administration Agreement, Eaton Vance receives monthly administration fees at
the annual rates set forth in the Fund's current Prospectus.
Eaton Vance and EV are both wholly owned subsidiaries of EVC. BMR is a
wholly owned subsidiary of Eaton Vance. Eaton Vance and BMR are both
Massachusetts business trusts, and EV is the trustee of Eaton Vance and BMR. The
Directors of EV are Landon T. Clay, H. Day Brigham, Jr., M. Dozier Gardner,
James B. Hawkes and Benjamin A. Rowland, Jr. The Directors of EVC consist of the
same persons and John G.L. Cabot and Ralph Z. Sorenson. Mr. Clay is chairman,
and Mr. Hawkes is president and chief executive officer of EVC, Eaton Vance, BMR
and EV. All of the issued and outstanding shares of Eaton Vance and of EV are
owned by EVC. All of the issued and outstanding shares of BMR are owned by Eaton
Vance. All shares of the outstanding Voting Common Stock of EVC are deposited in
a Voting Trust which expires December 31, 1999, the Voting Trustees of which are
Messrs. Brigham, Clay, Gardner, Hawkes, and Rowland. The Voting Trustees have
unrestricted voting rights for the election of Directors of EVC. All of the
outstanding voting trust receipts issued under said Voting Trust are owned by
certain of the officers of Eaton Vance and BMR who are also officers and
Directors of EVC and EV. As of October 31, 1996, Messrs. Clay, Gardner and
Hawkes each owned 24% of such voting trust receipts. Messrs. Rowland and Brigham
owned 15% and 13%, respectively, of such voting trust receipts. Mr. Brigham is
an officer and trustee of the Trust, and a member of the Eaton Vance, EVC, BMR
and EV organizations. Messrs. Austin, Murphy, O'Connor and Woodbury and Ms.
Sanders are officers of the Trust and are also members of the Eaton Vance, BMR
and EV organizations. Eaton Vance will receive the fees paid under the
Administration Agreement.
EVC owns all of the stock of Energex Energy Corporation which is engaged in
oil and gas exploration and development. In addition, Eaton Vance owns all the
stock of Northeast Properties, Inc., which is engaged in real estate investment.
EVC owns all of the stock of Fulcrum Management,
<PAGE>
Inc. and MinVen, Inc., which are engaged in precious metal mining venture
investment and management. EVC, EV, Eaton Vance and BMR may also enter into
other businesses.
The Fund will be responsible for all of its expenses not expressly stated
to be payable by Wright under its Investment Advisory Contract or by Eaton Vance
under its Administration Agreement, including, without limitation, the fees and
expenses of its custodian and transfer agent, including those incurred for
determining the Fund's net asset value and keeping the Fund's books; the cost of
share certificates; membership dues in investment company organizations;
brokerage commissions and fees; fees and expenses of registering its shares;
expenses of reports to shareholders, proxy statements, and other expenses of
shareholders' meetings; insurance premiums; printing and mailing expenses;
interest, taxes and corporate fees; legal and accounting expenses; expenses of
trustees not affiliated with Eaton Vance or Wright; distribution expenses
incurred pursuant to the Fund's distribution plan (if any); and investment
advisory and administration fees. The Fund will also bear expenses incurred in
connection with litigation in which the Fund is a party and the legal obligation
the Fund may have to indemnify the officers and trustees of the Trust with
respect thereto.
The Fund's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1999. The Investment Advisory Contract may
be continued from year to year thereafter so long as such continuance after
February 28, 1999 is approved at least annually (i) by the vote of a majority of
the trustees who are not "interested persons" of the Trust, Eaton Vance or
Wright cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the board of trustees of the Trust or by vote of a
majority of the outstanding shares of the Fund. The Fund's Administration
Agreement may be continued from year to year after February 28, 1999 so long as
such continuance is approved annually by the vote of a majority of the trustees.
Each agreement may be terminated at any time without penalty on sixty (60) days
written notice by the board of trustees or directors of either party, or by vote
of the majority of the outstanding shares of the Fund. Each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Fund under such agreement
on the part of Eaton Vance or Wright, Eaton Vance or Wright will not be liable
to the Fund for any loss incurred.
Custodian
Investors Bank & Trust Company ("IBT"), 89 South Street, Boston,
Massachusetts, acts as custodian for the Fund. IBT has the custody of all cash
and securities of the Fund, maintains the Fund's general ledgers and computes
the daily net asset value per share. In such capacity it attends to details in
connection with the sale, exchange, substitution, transfer or other dealings
with the Fund's investments, receives and disburses all funds and performs
various other ministerial duties upon receipt of proper instructions from the
Fund. IBT charges custody fees which are competitive within the industry. A
portion of the custody fee for the Fund is based upon a schedule of percentages
applied to the aggregate assets of the Fund managed by Eaton Vance for which IBT
serves as custodian. These fees are then reduced by a credit for cash balances
of the Fund at IBT equal to 75% of the 91-day, U.S. Treasury Bill auction rate
applied to the Fund's average daily collected balances for the week. In
addition, the Fund pays a fee based on the number of portfolio transactions and
a fee for bookkeeping and valuation services.
Independent Certified Public Accountants
[To be completed] is the Fund's independent certified public accountant,
providing audit services, tax return preparation, and assistance and
consultation with respect to the preparation of filings with the Securities and
Exchange Commission.
Brokerage Allocation
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments and other investment advisory accounts. Wright seeks to execute
portfolio security transactions on the most favorable terms and in the most
effective manner possible. In seeking best execution, Wright will use its best
judgment in evaluating the terms of a transaction, and will give consideration
to various relevant factors, including without limitation
<PAGE>
the size and type of the transaction, the nature and character of the
markets for the security, the confidentiality, speed and certainty of effective
execution required for the transaction, the reputation, experience and financial
condition of the broker-dealer and the value and quality of service rendered by
the broker-dealer in other transactions, and the reasonableness of the brokerage
commission or markup, if any.
It is expected that on frequent occasions there will be many broker-dealer
firms which will meet the foregoing criteria for a particular transaction. In
selecting among such firms, the Fund may give consideration to those firms which
supply brokerage and research services, quotations and statistical and other
information to Wright for its use in servicing its advisory accounts. The Fund
may include firms which purchase investment services from Wright. The term
"brokerage and research services" includes advice 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
analyses and reports concerning issuers, industries, securities, economic
factors and trends, portfolio strategy and the performance of accounts; and
effecting securities transactions and performing functions incidental thereto
(such as clearance and settlement). Such services and information may be useful
and of value to Wright in servicing all or less than all of its accounts and the
services and information furnished by a particular firm may not necessarily be
used in connection with the account which paid brokerage commissions to such
firm. The advisory fee paid by the Fund to Wright is not reduced as a
consequence of Wright's receipt of such services and information. While such
services and information are not expected to reduce Wright's normal research
activities and expenses, Wright would, through use of such services and
information, avoid the additional expenses which would be incurred if it should
attempt to develop comparable services and information through its own staffs.
Subject to the requirement that Wright shall use its best efforts to seek
to execute the Fund's portfolio security transactions at advantageous prices and
at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom the Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Fund or of other investment companies sponsored
by Wright. This policy is consistent with a rule of the National Association of
Securities Dealers, Inc., which rule provides that no firm which is a member of
the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.
Under the Fund's Investment Advisory Contract, Wright has the authority to
pay commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met. This authority will not be exercised, however, until the
Prospectus or this Statement of Additional Information has been supplemented or
amended to disclose the conditions under which Wright proposes to do so.
The Investment Advisory Contract expressly recognizes the practices which
are provided for in Section 28(e) of the Securities Exchange Act of 1934 by
authorizing the selection of a broker or dealer which charges the Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
Pricing of Shares
For a description of how the Fund values its shares, see "How the Fund
Values its Shares" in the Fund's current Prospectus. The Fund values securities
with a remaining maturity of 60 days or less by the amortized cost method. The
amortized cost method involves initially valuing a security at its cost (or its
fair market value on the sixty-first day prior to maturity) and thereafter
assuming a constant amortization to maturity of any discount or premium, without
regard to unrealized appreciation or depreciation in the market value of the
security.
Principal Underwriter
The Fund has adopted a Distribution Plan as defined in Rule 12b-1 under the
1940 Act (the "Individual Shares Plan" or the "Plan") with respect to its
Individual Shares. The Individual Shares Plan specifically authorizes the Fund
to pay direct and indirect expenses incurred by any separate distributor or
distributors under agreement with the Fund in
<PAGE>
activities primarily intended to result in the sale of its Individual
Shares. The expenses of such activities shall not exceed 0.75% per annum of the
Fund's average daily net assets attributable to Individual Shares. Payments
under the Individual Shares Plan are reflected as an expense in the Fund's
financial statements relating to its Individual Shares.
The Trust has entered into a distribution contract with respect to the
Fund's Individual Shares with its principal underwriter, Wright Investors'
Service Distributors, Inc. ("WISDI"), a wholly-owned subsidiary of Winthrop.
This contract provides for WISDI to act as a separate distributor of the Fund's
Individual Shares.
The Fund will pay per annum 0.75% of its average daily net assets
attributable to Individual Shares to WISDI for distribution activities on behalf
of the Fund in connection with the sale of its Individual Shares. WISDI will
provide on a quarterly basis documentation concerning the expenses of such
activities. Documented expenses of the Fund will include compensation paid to
and out-of-pocket disbursements of officers, employees or sales representatives
of WISDI, including telephone costs, the printing of prospectuses and reports
for other than existing shareholders, preparation and distribution of sales
literature, advertising and interest or other financing charges. If the
distribution payments to WISDI exceed its expenses, WISDI may realize a profit
from these arrangements. Peter M. Donovan, President, Chief Executive Officer
and a trustee of the Trust and President and a Director of Wright and Winthrop,
is Vice President, Treasurer and a Director of WISDI. A.M. Moody, III, Vice
President and a trustee of the Trust and Senior Vice President of Wright and
Winthrop, is President and a Director of WISDI.
It is the opinion of the trustees and officers of the Trust that the
following are not expenses primarily intended to result in the sale of
Individual Shares issued by the Fund: fees and expenses of registering
Individual Shares of the Fund under federal or state laws regulating the sale of
securities; fees and expenses of registering the Trust as a broker-dealer or of
registering an agent of the Trust under federal or state laws regulating the
sale of securities; and fees and expenses of preparing and setting in type the
Trust's registration statement under the Securities Act of 1933. Should such
expenses be deemed by a court or agency having jurisdiction to be expenses
primarily intended to result in the sale of Individual Shares issued by the
Fund, they will be considered to be expenses contemplated by and included in the
Individual Shares Plan but not subject to the 0.75% per annum limitation
described above.
Under the Individual Shares Plan, the President or Vice President of the
Trust will provide to the trustees for their review, and the trustees will
review at least quarterly, a written report of the amounts expended under the
Plan and the purposes for which such expenditures were made.
Under its terms, the Individual Shares Plan remains in effect from year to
year, provided such continuance is approved annually by a vote of the Trust's
trustees, including a majority of the trustees who are not interested persons of
the Trust and who have no direct or indirect financial interest in the operation
of the Plan. The Plan may not be amended to increase materially the amount to be
spent for the services described therein without approval of a majority of the
outstanding Individual Shares and all material amendments of the Plan must also
be approved by the trustees of the Trust in the manner described above. The Plan
may be terminated at any time without payment of any penalty by vote of a
majority of the trustees of the Trust who are not interested persons of the
Trust and who have no direct or indirect financial interest in the operation of
the Plan or by a vote of a majority of the outstanding Individual Shares. If the
Plan is terminated, the Fund would stop paying the distribution fee and the
trustees would consider other methods of financing the distribution of the
Fund's Individual Shares.
So long as the Plan is in effect, the selection and nomination of trustees
who are not interested persons of the Trust shall be committed to the discretion
of the trustees who are not such interested persons. The trustees of the Trust
have determined that in their judgment there is a reasonable likelihood that the
Plan will benefit the Fund and the holders of Individual Shares.
Service Plan
The Service Plan was adopted by the trustees and will continue in effect
from year to year, provided such continuance is approved annually by a vote of
the Trust's trustees, including a majority of the trustees who are not
interested persons of the Trust and who have no direct or indirect financial
interest in the operation of the Service Plan. The Service Plan may be
terminated at any time without payment of any penalty by vote of a majority of
the trustees of the Trust who are not interested persons of the Trust and who
have no direct or indirect financial interest in the operation of the Service
Plan. The trustees of the Trust have determined that in their judgment there is
a reasonable likelihood that the Service Plan will benefit the Fund and its
shareholders.
<PAGE>
Taxes
For additional information regarding federal and state taxes see "Taxes" in
the Fund's current Prospectus.
In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income for such year, at least 98% of the
excess of its realized capital gains over its realized capital losses (computed
on the basis of the one-year period ending on October 31 of such year, after
reduction by any available capital loss carryforwards) and 100% of any income
and capital gains from the prior year (as previously computed) that was not paid
out during such year and on which the Fund paid no federal income tax.
The Fund may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) derived
from securities of foreign issuers. These taxes may in some cases be reduced or
eliminated under the terms of an applicable U.S. income tax treaty. Certain
foreign exchange gains and losses realized by the Fund may be treated as
ordinary income and losses. Certain uses of foreign currency and related
derivatives and investments by the Fund in the stock of certain "passive foreign
investment companies" may be limited or in the latter case a tax election may be
made, if available, in order to avoid imposition of tax on the Fund.
A portion of the Fund's distributions of net investment income which are
derived from dividends the Fund receives from U.S. corporations may qualify for
the dividends-received deduction for corporations. The dividends-received
deduction is reduced to the extent the shares with respect to which the
dividends are received are treated as debt-financed under the Code and is
eliminated if the shares are deemed to have been held for less than a minimum
period, generally 46 days. Receipt of distributions qualifying for the deduction
may result in liability for the corporate alternative minimum tax and/or
reduction of the tax basis of the corporate shareholder's shares.
The Fund's transactions, if any, in certain foreign currency options,
futures or forward contracts will be subject to special tax rules, the effect of
which may be to accelerate income to the Fund, defer Fund losses, cause
adjustments in the holding periods of Fund securities and convert capital gains
or losses into ordinary gains or losses. These rules may therefore affect the
amount, timing and character of the Fund's distributions to shareholders. In
order to qualify as a regulated investment company for federal income tax
purposes, the Fund must derive less than 30% of its gross income for each
taxable year from gross gains from the sale or other disposition of securities
and certain other investments held for less than three months and will limit its
activities in options, futures or forward contracts and other investments to the
extent necessary to comply with this requirement.
The Fund may follow the accounting practice known as equalization, which
could affect the amount, timing and character of its distributions to
shareholders.
Distributions made by the Fund will generally be subject to state and local
income taxes. A state income (and possibly local income and/or intangible
property) tax exemption may be available to the extent, if any, the Fund's
distributions are derived from interest on (or, in the case of intangible
property taxes, the value of its assets is attributable to) certain U.S.
Government obligations, provided in some states that certain thresholds for
holdings of such obligations and/or reporting requirements are satisfied. The
Fund does not intend to seek to meet any such thresholds or requirements.
Special tax rules apply to IRA accounts (including penalties on certain
distributions and other transactions) and to other special classes of investors,
such as tax-exempt organizations, banks or insurance companies. Investors should
consult their tax advisers for more information.
Shareholders who are not United States persons should also consult their
tax advisers as to the potential application of certain U.S. taxes, including a
U.S. withholding tax at the rate of 30% (or at a lower treaty rate) on amounts
treated as ordinary income distributions to them, and of foreign taxes to their
investment in the Fund.
Calculation of Performance
and Yield Quotations
The average annual total return of the Fund is determined for a particular
period by calculating the actual dollar amount of investment return on a $1,000
investment in the Fund made at the maximum public offering price (i.e. net asset
value) at the beginning of the period, and then calculating the annual
compounded rate of return which would produce that amount. Total return for a
<PAGE>
period of one year is equal to the actual return of the Fund during that
period. This calculation assumes that all dividends and distributions are
reinvested at net asset value on the reinvestment dates during the period and
that, with respect to Individual Shares, the CDSC is applied at the end of the
period. Because each class of shares has its own fee structure and the
Individual Shares class has a CDSC, the classes will have different performance
results.
The yield of the Fund is computed by dividing its net investment income per
share earned during a recent 30-day period by the maximum offering price (i.e.
net asset value) per share on the last day of the period and annualizing the
resulting figure. Net investment income per share is equal to the Fund's
dividends and interest earned during the period, with the resulting number being
divided by the average daily number of shares outstanding and entitled to
receive dividends during the period.
The Fund's yield is calculated according to the following formula:
Yield = 2 [ ( a-b + 1)6 - 1 ]
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (after reductions).
c = the average daily number of shares outstanding during the period.
d = the maximum offering price per share on the last day of the period.
Yield and effective yield will be based on historical earnings and are not
intended to indicate future performance. Yield and effective yield will vary
based on changes in market conditions and the level of expenses. The Fund's
yield or total return may be compared to the Consumer Price Index and various
domestic securities indices. The Fund's yield or total return and comparisons
with these indices may be used in advertisements and in information furnished to
present or prospective shareholders.
From time to time, evaluations of the Fund's performance made by
independent sources may be used in advertisements and in information furnished
to present or prospective shareholders. The Fund's performance may also be
compared to indices prepared by Lipper Analytical Services, Inc., an independent
service which monitors the performance of mutual funds. The Lipper performance
analysis includes the reinvestment of dividends and capital gain distributions,
but does not take sales charges into consideration and is prepared without
regard to tax consequences.
<PAGE>
APPENDIX
Wright Quality Ratings
Wright Quality Ratings provide the means by which the fundamental criteria
for the measurement of quality of an issuer's securities can be objectively
evaluated.
Each rating is based on 32 individual measures of quality grouped into four
components: (1) Investment Acceptance, (2) Financial Strength, (3) Profitability
and Stability, and (4) Growth. The total rating is three letters and a numeral.
The three letters measure (1) Investment Acceptance, (2) Financial Strength, and
(3) Profitability and Stability. Each letter reflects a composite measurement of
eight individual standards which are summarized as A: Outstanding, B: Excellent,
C: Good, D: Fair, L: Limited, and N: Not Rated. The numeral rating reflects
Growth and is a composite of eight individual standards ranging from 0 to 20.
Equity Securities
Investment Acceptance reflects the acceptability of a security by and its
marketability among investors, and the adequacy of the floating supply of its
common shares for the investment of substantial funds.
Financial Strength represents the amount, adequacy and liquidity of the
corporation's resources in relation to current and potential requirements. Its
principal components are aggregate equity and total capital, the ratio of
invested equity capital to debt, the adequacy of net working capital, its fixed
charges coverage ratio and other appropriate criteria.
Profitability and Stability measures the record of a corporation's
management in terms of (1) the rate and consistency of the net return on
shareholders' equity capital investment at corporate book value, and (2) the
profits or losses of the corporation during generally adverse economic periods,
including its ability to withstand adverse financial developments.
Growth per common share of the corporation's equity capital, earnings, and
dividends -- rather than the corporation's overall growth of dollar sales and
income.
These ratings are determined by specific quantitative formulae. A
distinguishing characteristic of these ratings is that The Wright Investment
Committee must review and accept each rating. The Committee may reduce a
computed rating of any company, but may not increase it.
Debt Securities
Wright ratings for commercial paper, corporate bonds and bank certificates
of deposit consist of the two central positions of the four position
alphanumeric corporate equity rating. The two central positions represent those
factors which are most applicable to fixed income and reserve investments. The
first, Financial Strength, represents the amount, the adequacy and the liquidity
of the corporation's resources in relation to current and potential
requirements. Its principal components are aggregate equity and total capital,
the ratios of (a) invested equity capital, and (b) long-term debt, total of
corporate capital, the adequacy of net working capital, fixed charges coverage
ratio and other appropriate criteria. The second letter represents Profitability
and Stability and measures the record of a corporation's management in terms of:
(a) the rate and consistency of the net return on shareholders' equity capital
investment at corporate book value, and (b) the profits and losses of the
corporation during generally adverse economic periods, and its ability to
withstand adverse financial developments.
The first letter rating of the Wright four-part alphanumeric corporate
rating is not included in the ratings of fixed-income securities since it
primarily reflects the adequacy of the floating supply of the company's common
shares for the investment of substantial funds. The numeric growth rating is not
included because this element is identified only with equity investments.
A-1 and P-1 Commercial Paper Ratings
by S&P and Moody's
An S&P Commercial Paper Rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
`A': Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety. The
`A-1' designation indicates that the degree of safety regarding timely payment
is either overwhelming or very strong. Those issues determined to possess
overwhelming safety characteristics will be denoted with a plus (+) sign
designation.
<PAGE>
The commercial paper rating is not a recommendation to purchase or sell a
security. The ratings are based on current information furnished to S&P by the
issuer or obtained from other sources it considers reliable. The ratings may be
changed, suspended or withdrawn as a result of changes in or unavailability of
such information.
Issuers (or related supporting institutions) rated P-1 by Moody's have a
superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by the following characteristics:
-- Leading market positions in well-established industries.
-- High rates of return on funds employed.
-- Conservative capitalization structures with moderate reliance on debt
and ample asset protection.
-- Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.
-- Well-established access to a range of financial markets and assured
sources of alternate liquidity.
Bond Ratings
In addition to Wright quality ratings, bonds or bond insurers may be
expected to have credit risk ratings assigned by the two major rating companies,
Moody's and S&P. Moody's uses a nine-symbol system with Aaa being the highest
rating and C the lowest. S&P uses a 10-symbol system that ranges from AAA to D.
Bonds within the top four categories of Moody's (Aaa, Aa, A and Baa) and of S&P
(AAA, AA, A and BBB) are considered to be of investment-grade quality. Note that
both S&P and Moody's currently give their highest rating to issuers insured by
the American Municipal Bond Assurance Corporation (AMBAC) or by the Municipal
Bond Investors Assurance Corporation (MBIA).
Bonds rated A by S&P have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of change in
circumstances and economic conditions than debt in higher-rated categories. The
rating of AA is accorded to issues where the capacity to pay principal and
interest is very strong and they differ from AAA issues only in small degree.
The AAA rating indicates an extremely strong capacity to pay principal and
interest.
Bonds rated A by Moody's are judged by Moody's to possess many favorable
investment attributes and are considered as upper medium grade obligations.
Bonds rated Aa by Moody's are judged by Moody's to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than Aaa bonds because margins of
protection may not be as large or fluctuations of protective elements may be of
greater degree or there may be other elements present which make the long-term
risks appear somewhat larger. Bonds rated Aaa by Moody's are judged to be of the
best quality. Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issuers.
Note Ratings
In addition to Wright quality ratings, municipal notes and other short-term
loans may be assigned ratings by Moody's or S&P.
Moody's ratings for municipal notes and other short-term loans are
designated Moody's Investment Grade (MIG). This distinction is in recognition of
the differences between short-term and long-term credit risk. Loans bearing the
designation MIG 1 are of the best quality, enjoying strong protection by
establishing cash flows of funds for their servicing or by established and
broad-based access to the market for refinancing, or both. Loans bearing the
designation MIG 2 are of high quality, with margins of protection ample although
not so large as in the preceding group.
Standard & Poor's top ratings for municipal notes issued after July 29,
1984 are SP-1 and SP-2. the designation SP-1 indicates a very strong capacity to
pay principal and interest. A "+" is added for those issues determined to
possess overwhelming safety characteristics. An "SP-2" designation indicates a
satisfactory capacity to pay principal and interest.
<PAGE>
PART C
===============================================================================
Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements --
Included in Part B:
Statement of Assets and Liabilities to be filed by amendment.
Independent Auditors' Report to be filed by amendment.
(b) Exhibits:
(1) Declaration of Trust dated November 25, 1996 filed herewith
as Exhibit No. (1).
(2) By-Laws dated November 25, 1996 filed herewith as Exhibit No.(2).
(3) Not Applicable
(4) Not Applicable
(5) (a) Investment Advisory Contract with Wright Investors' Service,
Inc. to be filed by amendment.
(b) Administration Agreement with Eaton Vance Management to be
filed by amendment.
(6) Distribution Contract between the Fund and Wright Investors'
Service Distributors, Inc. to be filed by amendment.
(7) Not Applicable
(8) Custodian Agreement with Investors Bank & Trust Company to be
filed by amendment.
(9) Not Applicable
(10) Opinion of Counsel to be filed by amendment.
(11) Consent of the Independent Certified Public Accountants to be
filed by amendment.
(12) Not Applicable
(13) Share Purchase Agreement to be filed by amendment.
(14) Not Applicable
(15) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940, with respect to Individual Shares, to
be filed by amendment.
(16) Not Applicable
(17) Financial Data Schedule to be filed by amendment.
(18) Rule 18f-3 Plan to be filed by amendment.
(19) Power of Attorney to be filed by amendment.
Item 25. Persons Controlled by or under Common Control with Registrant
All of the following investment companies have Investment Advisory
Contracts with Wright:
Catholic Investment Trust
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
The Wright Managed Equity Trust
The Wright Managed Income Trust
Each of the above investment companies is organized as a Massachusetts
business trust.
<PAGE>
Item 26. Number of Holders of Securities
Immediately prior to the effective date of this Registration Statement, it is
expected that there will be one record holder of the Registrant's shares of
beneficial interest.
Item 27. Indemnification
The Registrant's By-Laws filed as Exhibit (2) herewith contain provisions
limiting the liability, and providing for indemnification, of the trustees and
officers under certain circumstances.
The Registrant's trustees and officers are insured under a standard investment
company errors and omissions insurance policy covering loss incurred by reasons
of negligent errors and omissions committed in their capacities as such.
Insofar as indemnification for liability arising under the Securities Act of
1933, as amended (the "Act"), may be available to trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of Investment Adviser
Reference is made to the information set forth under the captions "Officers and
Trustees" and "Investment Advisory and Administrative Services" in the Statement
of Additional Information, which information is incorporated herein by
reference.
Item 29. Principal Underwriter
(a) Wright Investors' Service Distributors, Inc. (a wholly-owned
subsidiary of The Winthrop Corporation) acts as principal
underwriter for each of the investment companies named below.
Catholic Investment Trust
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
The Wright Managed Equity Trust
The Wright Managed Income Trust
<TABLE>
<S> <C> <C>
(b) (1) (2) (3)
Name and Principal Positions and Officers Positions and Offices
Business Address with Principal Underwriter with Registrant
- -----------------------------------------------------------------------------------------------------------------------------------
A. M. Moody III* President Vice President and Trustee
Peter M. Donovan* Vice President and Treasurer President and Trustee
Vincent M. Simko* Vice President and Secretary None
- -----------------------------------------------------------------------------------------------------------------------------------
* Address is 1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
</TABLE>
(c) Not Applicable.
<PAGE>
Item 30. Location of Accounts and Records
All applicable accounts, books and documents required to be maintained by the
Registrant by Section 31(a) of the Investment Company Act of 1940 and the Rules
promulgated thereunder are in the possession and custody of the registrant's
custodian, Investors Bank & Trust Company, 89 South Street, Boston, MA 02110,
and its transfer agent, First Data Investor Services Group, 4400 Computer Drive,
Westborough, MA 01581-5123, with the exception of certain corporate documents
and portfolio trading documents which are either in the possession and custody
of the Registrant's administrator, Eaton Vance Management, 24 Federal Street,
Boston, MA 02110 or of the investment adviser, Wright Investors' Service, Inc.,
1000 Lafayette Boulevard, Bridgeport, CT 06604. Registrant is informed that all
applicable accounts, books and documents required to be maintained by registered
investment advisers are in the custody and possession of the Registrant's
administrator, Eaton Vance Management, or of the investment adviser, Wright
Investors' Service, Inc.
Item 31. Management Services
Not Applicable
Item 32. Undertakings
(a) The Registrant undertakes to file an amendment to this Registration
Statement with certified financial statements showing the initial
capital received before accepting subscriptions from more than 25
persons.
(b) The Registrant undertakes to file a post-effective amendment, using
financial statements which need not be certified, within four to six
months from the later of the effective date of this Registration
Statement or the commencement of operations.
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered a copy of the latest annual report to
shareholders, upon request and without charge.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Boston, and The Commonwealth of Massachusetts on the 26th day of
November, 1996.
CATHOLIC INVESTMENT TRUST
By: /s/ H. Day Brigham, Jr.
----------------------------------
H. Day Brigham, Jr., Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- -----------------------------------------------------------------------------
/s/ Peter M. Donovan President, Principal November 26, 1996
- --------------------- Executive Officer & Trustee
Peter M. Donovan
/s/ James L. O'Connor* Treasurer, Principal November 26, 1996
- ---------------------- Financial and Accounting Officer
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee November 26, 1996
- ------------------------
H. Day Brigham, Jr.
/s/ A. M. Moody III Trustee November 26, 1996
- ---------------------
A. M. Moody III
<PAGE>
Exhibit Index
The following Exhibits are filed as part of this Registration Statement
pursuant to General Instructions E of Form N-1A.
Page in
Sequential
Numbering
Exhibit No. Description System
- ------------------------------------------------------------------------------
(1) Declaration of Trust dated November 25, 1996.
(2) By-Laws dated November 25, 1996.
- -------------------------------------------------------------------------------
DECLARATION OF TRUST
OF
CATHOLIC INVESTMENT TRUST
DATED: NOVEMBER 25, 1996
DECLARATION OF TRUST made November 25, 1996 by the undersigned Trustees,
being a majority of the Trustees in office on such date: Peter M. Donovan, H.
Day Brigham, Jr. and A.M. Moody, III (hereinafter referred to collectively as
the "Trustees" and individually as a "Trustee", which terms shall include any
successor Trustees or Trustee and any present Trustees who are not signatories
to this instrument).
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust established hereunder shall be held and managed under
this Declaration of Trust for the benefit of the holders, from time to time, of
the shares of beneficial interest issued hereunder and subject to the provisions
set forth below.
ARTICLE I
NAME AND DEFINITIONS
Section 1.1. Name. The name of the trust created hereby is Catholic
Investment Trust (the "Trust").
Section 1.2. Definitions. Wherever they are used herein, the following
terms have the following respective meanings.
(a) "Administrator" means the party, other than the Trust, to a contract
described in Section 3.3 hereof.
(b) "By-Laws" means the By-Laws referred to in Section 2.5 hereof, as from
time to time amended.
(c) "Class" means any division or Class of Shares within a Series or Fund,
which Class is or has been established within such Series or Fund in
accordance with the provisions of Article V.
(d) "Commission" has the meaning given it in the 1940 Act.
(e) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but
does not include a system for the central handling of securities
described in said Section 17(f).
(f) "Declaration" means this Declaration of Trust, as amended from time to
time. Reference in this Declaration of Trust to "Declaration,"
"hereof," and "hereunder" shall be deemed to refer to this Declaration
rather than exclusively to the article or section in which such words
appear.
<PAGE>
(g) "Fund" or "Funds," individually or collectively, means the separate
Series of Shares of the Trust, together with the assets and liabilities
belonging and allocated thereto.
(h) "His" shall include the feminine and neuter, as well as the masculine,
genders.
(i) The term "Interested Person" has the meaning specified in the 1940 Act
subject, however, to such exceptions and exemptions as may be granted
by the Commission in any rule, regulation or order.
(j) "Investment Adviser" means the party, other than the Trust, to an
agreement described in Section 3.2 hereof.
(k) The "1940 Act" means the Investment Company Act of 1940 and the
Rules and Regulations thereunder, as amended from time to time.
(l) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, firms, joint ventures and other entities, whether
or not legal entities, as well as governments, instrumentalities, and
agencies and political subdivisions thereof, and quasi-governmental
agencies and instrumentalities.
(m) "Principal Underwriter" means the party, other than the Trust, to a
contract described in Section 3.1 hereof.
(n) "Prospectus" means the Prospectus and Statement of Additional
Information included in the Registration Statement of the Trust under
the Securities Act of 1933 as such Prospectus and Statement of
Additional Information may be amended or supplemented and filed with
the Commission from time to time.
(o) "Series" individually or collectively means such separately managed
component(s) or Fund(s) of the Trust (or, if the Trust shall have only
one such component or Fund, then that one) as may be established and
designated from time to time by the Trustees pursuant to Section 5.5
hereof.
(p) "Shareholder" means a record owner of Outstanding Shares. A Shareholder
of Shares of a Series shall be deemed to own a proportionate undivided
beneficial interest in such Series equal to the number of Shares of
each Series of which he is the record owner divided by the total number
of Outstanding Shares of such Series. A Shareholder of Shares of a
Class within a Series shall be deemed to own a proportionate undivided
beneficial interest in such Class equal to the number of Shares of such
Class of which he is the record owner divided by the total number of
Outstanding Shares of such Class. As used herein the term "Shareholder"
shall, when applicable to one or more Series or Funds or to one or more
Classes thereof, refer to the record owners of Outstanding Shares of
such Series, Fund or Funds or of such Class or Classes of Shares.
(q) "Shares" means the equal proportionate units of interest into which the
beneficial interest in the Trust shall be divided from time to time,
including the Shares of any and all Series or of any Class within any
Series (as the context may require) which may be established by the
Trustees, and includes fractions of Shares as well as whole Shares.
"Outstanding Shares" means those Shares shown from time to time on the
books of the Trust or its Transfer Agent as then issued and
outstanding, but shall not include Shares which have been redeemed or
repurchased by the Trust and which are at the time held in the treasury
of the Trust.
(r) "Transfer Agent" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders,
the number of Shares credited to each account, and the like.
<PAGE>
(s) "Trust" means Catholic Investment Trust. As used herein the term Trust
shall, when applicable to one or more Series or Funds, refer to such
Series or Funds.
(t) The "Trustees" means the persons who have signed this Declaration, so
long as they shall continue in office in accordance with the terms
hereof, and all other persons who now serve or may from time to time be
duly elected, qualified and serving as Trustees in accordance with the
provisions of Article II hereof and the By-Laws of the Trust, and
reference herein to a Trustee or the Trustees shall refer to such
person or persons in this capacity or their capacities as Trustees
hereunder.
(u) "Trust Property" means any and all property, real or personal, tangible
or intangible, which is owned or held by or for the account of the
Trust or the Trustees, including any and all assets of or allocated to
any Series or Class, as the context may require.
(v) Except as such term may be otherwise defined by the Trustees in
connection with any meeting or other action of Shareholders or in
conjunction with the establishment of any Series or Class of Shares,
the term "vote" when used in connection with an action of Shareholders
shall include a vote taken at a meeting of Shareholders or the consent
or consents of Shareholders taken without such a meeting. Except as
such term may be otherwise defined by the Trustees in connection with
any meeting or other action of Shareholders or in conjunction with the
establishment of any Series or Class of Shares, the term "vote of a
majority of the outstanding voting securities" as used in Sections 8.2
and 8.4 shall have the same meaning as is assigned to that term in the
1940 Act.
ARTICLE II
TRUSTEES
Section 2.1. Management of the Trust. The business and affairs of the Trust
shall be managed by the Trustees and they shall have all powers and authority
necessary, appropriate or desirable to perform that function. The number, term
of office, manner of election, resignation, filling of vacancies and procedures
with respect to meetings and actions of the Trustees shall be as prescribed in
the By- Laws of the Trust.
Section 2.2. General Powers. The Trustees in all instances shall act as
principals for and on behalf of the Trust and the applicable Series thereof, and
their acts shall bind the Trust and the applicable Series. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider necessary, appropriate
or desirable in connection with the management of the Trust. The Trustees shall
not be bound or limited in any way by present or future laws, practices or
customs in regards to trust investments or to other investments which may be
made by fiduciaries, but shall have full authority and power to make any and all
investments which they, in their uncontrolled discretion, shall deem proper to
promote, implement or accomplish the various objectives and interests of the
Trust and of its Series of Shares. The Trustees shall have full power and
authority to adopt such accounting and tax accounting practices as they consider
appropriate for the Trust and for any Series or Class of Shares. The Trustees
shall have exclusive and absolute control over the Trust Property and over the
business of the Trust to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, and with such full powers
of delegation as the Trustees may exercise from time to time. The Trustees shall
have power to conduct the business of the Trust and carry on its operations in
any and all of its branches and
<PAGE>
maintain offices both within and without The Commonwealth of Massachusetts,
in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do all such other things as they deem necessary,
appropriate or desirable in order to promote or implement the interests of the
Trust or of any Series or Class of Shares although such things are not herein
specifically mentioned. Any determination as to what is in the best interests of
the Trust or of any Series or Class of Shares made by the Trustees in good faith
shall be conclusive and binding upon all Shareholders. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
plenary power and authority to the Trustees. The enumeration of any specific
power in this Declaration shall not be construed as limiting the aforesaid
general and plenary powers.
Section 2.3. Investments. The Trustees shall have full power and authority:
(a) To operate as and carry on the business of an investment company, and
exercise all the powers necessary and appropriate to the conduct of
such operations.
(b) To acquire or buy, and invest Trust Property in, own, hold for
investment or otherwise, and to sell or otherwise dispose of, all types
and kinds of securities including, but not limited to, stocks,
profit-sharing interests or participations and all other contracts for
or evidences of equity interests, bonds, debentures, warrants and
rights to purchase securities, certificates of beneficial interest,
bills, notes and all other contracts for or evidences of indebtedness,
money market instruments including bank certificates of deposit,
finance paper, commercial paper, bankers' acceptances and other
obligations, and all other negotiable and non-negotiable securities and
instruments, however named or described, issued by corporations,
trusts, associations or any other Persons, domestic or foreign, or
issued or guaranteed by the United States of America or any agency or
instrumentality thereof, by the government of any foreign country, by
any State, territory or possession of the United States, by any
political subdivision or agency or instrumentality of any State or
foreign country, or by any other government or other governmental or
quasi-governmental agency or instrumentality, domestic or foreign; to
acquire and dispose of interests in domestic or foreign loans made by
banks and other financial institutions; to deposit any assets of the
Trust in any bank, trust company or banking institution or retain any
such assets in domestic or foreign cash or currency; to purchase and
sell gold and silver bullion, precious or strategic metals, coins and
currency of all countries; to engage in "when issued" and delayed
delivery transactions; to enter into repurchase agreements, reverse
repurchase agreements and firm commitment agreements; to employ all
types and kinds of hedging techniques and investment management
strategies; and to change the investments of the Trust and of each
Series.
(c) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell,
to sell or otherwise dispose of, to lend and to pledge any Trust
Property or any of the foregoing securities, instruments or
investments; to purchase and sell (or write) options on securities,
currency, precious metals and other commodities, indices, futures
contracts and other financial instruments and assets, and enter into
closing and other transactions in connection therewith; to enter into
all types of commodities contracts, including without limitation the
purchase and sale of futures contracts on securities, currency,
precious metals and other commodities, indices and other financial
instruments and assets; to enter into forward foreign currency exchange
contracts and other foreign exchange and currency transactions of all
types and kinds; to enter into transactions in interest rate, currency
and other swaps, swaptions, and interest rate caps, floors and collars;
and to engage in all types and kinds of hedging and risk management
transactions.
<PAGE>
(d) To exercise all rights, powers and privileges of ownership or interest
in all securities and other assets included in the Trust Property,
including without limitation the right to vote thereon and otherwise
act with respect thereto; and to do all acts and things for the
preservation, protection, improvement and enhancement in value of all
such securities and assets.
(e) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, lease, develop and dispose of (by sale or otherwise) any type
or kind of property, real or personal, including domestic or foreign
currency, and any right or interest therein.
(f) To borrow money and in this connection issue notes, commercial paper or
other evidence of indebtedness; to secure borrowings by mortgaging,
pledging or otherwise subjecting as security all or any part of the
Trust Property; to endorse, guarantee, or undertake the performance of
any obligation or engagement of any other Person; and to send all or
any part of the Trust Property to other Persons.
(g) To aid, support or assist by further investment or other action any
Person, any obligation of or interest in which is included in the Trust
Property or in the affairs of which the Trust or any Series has any
direct or indirect interest; to do all acts and things designed to
protect, preserve, improve or enhance the value of such obligation or
interest; and to guarantee or become surety on any or all of the
contracts, securities and other obligations of any such Person.
(h) To carry on any other business in connection with or incidental to any
of the foregoing powers referred to in this Declaration, to do
everything necessary, appropriate or desirable for the accomplishment
of any purpose or the attainment of any object or the furtherance of
any power referred to in this Declaration, either alone or in
association with others, and to do every other act or thing incidental
or appurtenant to or arising out of or connected with such business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objects and powers, and
shall not be held to limit or restrict in any manner the general and plenary
powers of the Trustees.
Notwithstanding any other provision herein, the Trustees shall have full
power in their discretion, without any requirement of approval by Shareholders,
to invest part or all of the Trust Property (or part or all of the assets of any
Fund), or to dispose of part or all of the Trust Property (or part or all of the
assets of any Fund) and invest the proceeds of such disposition, in securities
issued by one or more other investment companies registered under the 1940 Act.
Any such other investment company may (but need not) be a trust (formed under
the laws of the State of New York or of any other state) which is classified as
a partnership for federal income tax purposes.
Section 2.4. Legal Title. Legal title to all the Trust Property shall be
vested in the Trustees who from time to time shall be in office. The Trustees
may hold any security or other Trust Property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, and may cause
legal title to any security or other Trust Property to be held by or in the name
of one or more of the Trustees, or in the name of the Trust or any Series, or in
the name of a custodian, subcustodian, agent, securities depository, clearing
agency, system for the central handling of securities or other book-entry
system, or in the name of a nominee or nominees of the Trust or a Series, or in
the name of a nominee or nominees of a custodian, subcustodian, agent,
securities depository, clearing agent, system for the central handling of
securities or other book-entry system, or in the name of any other Person as
nominee. The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each Person who may hereafter become a Trustee. Upon
the termination of the term of office, resignation, removal or death of a
Trustee he shall automatically cease to have any right, title or interest in any
of the Trust Property, and the right, title and interest of such Trustee in the
Trust Property shall vest automatically in the remaining Trustees.
<PAGE>
Section 2.5. By-Laws. The Trustees shall have full power and authority to
adopt By-Laws providing for the conduct of the business of the Trust and
containing such other provisions as they deem necessary, appropriate or
desirable, and to amend and repeal such By-Laws. Unless the By- Laws
specifically require that Shareholders authorize or approve the amendment or
repeal of a particular provision of the By-Laws, any provision of the By-Laws
may be amended or repealed by the Trustees without Shareholder authorization or
approval.
Section 2.6. Distribution and Repurchase of Shares. The Trustees shall have
full power and authority to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, transfer, and otherwise deal in
Shares. Shares may be sold for cash or property or other consideration whenever
and in such amounts and manner as the Trustees deem desirable. The Trustees
shall have full power to provide for the distribution of Shares either through
one or more principal underwriters or by the Trust itself, or both. The Trustees
shall have full power and authority to cause the Trust and any Series and Class
of Shares to finance distribution activities in the manner described in Section
3.7, and to authorize the Trust, on behalf of one or more Series or Classes of
Shares, to adopt or enter into one or more plans or arrangements whereby
multiple Series and Classes of Shares may be issued and sold to various types of
investors.
Section 2.7. Advisory Board. The Trustees shall have full power and
authority to establish advisory boards and to appoint members thereto. Any such
advisory board shall have the duties assigned to it by the Trustees and shall be
as set forth in the By-Laws. The Trustees may terminate any advisory board in
their sole discretion.
Section 2.8. Delegation. The Trustees shall have full power and authority
to delegate from time to time to such of their number or to officers, advisory
board members, employees or agents of the Trust or to other Persons the doing of
such things and the execution of such agreements or other instruments either in
the name of the Trust or any Series of the Trust or the names of the Trustees or
otherwise as the Trustees may deem desirable or expedient.
Section 2.9. Collection and Payment. The Trustees shall have full power and
authority to collect all property due to the Trust; to pay all claims, including
taxes, against the Trust or Trust Property; to prosecute, defend, compromise,
settle or abandon any claims relating to the Trust or Trust Property; to
foreclose any security interest securing any obligations, by virtue of which any
property is owed to the Trust; and to enter into releases, agreements and other
instruments.
Section 2.10. Expenses. The Trustees shall have full power and authority to
incur on behalf of the Trust or any Series or Class of Shares and pay any costs
or expenses which the Trustees deem necessary, appropriate, desirable or
incidental to carry out, implement or enhance the busAiness or operations of the
Trust or any Series thereof, and to pay compensation from the funds of the Trust
to themselves as Trustees. The Trustees shall determine the compensation of all
officers, employees and Trustees of the Trust. The Trustees shall have full
power and authority to cause the Trust to charge all or any part of any cost,
expense or expenditure (including without limitation any expense of selling or
distributing Shares) or tax against the principal or capital of the Trust or any
Series or Class of Shares, and to credit all or any part of the profit, income
or receipt (including without limitation any deferred sales charge or fee,
whether contingent or otherwise, paid or payable to the Trust or any Series or
Class of Shares on any redemption or repurchase of Shares) to the principal or
capital of the Trust or any Series or Class of Shares.
Section 2.11. Manner of Acting. Except as otherwise provided herein or in
the By-Laws, the Trustees and committees of the Trustees shall have full power
and authority to act in any manner which they deem necessary, appropriate or
desirable to carry out, implement or enhance the business or operations of the
Trust or any Series thereof.
Section 2.12. Miscellaneous Powers. The Trustees shall have full power and
authority to: (a) distribute to Shareholders all or any part of the earnings or
profits, surplus (including paid-in surplus), capital (including paid-in
capital) or assets of the
<PAGE>
Trust or of any Series or Class of Shares, the amount of such distributions
and the manner of payment thereof to be solely at the discretion of the
Trustees; (b) employ, engage or contract with such Persons as the Trustees may
deem desirable for the transaction of the business or operations of the Trust or
any Series thereof; (c) enter into or cause the Trust or any Series thereof to
enter into joint ventures, partnerships (whether as general partner, limited
partner or otherwise) and any other combinations or associations; (d) remove
Trustees or fill vacancies in or add to their number, elect and remove such
officers and appoint and terminate such agents or employees or other Persons as
they consider appropriate, and appoint from their own number, and terminate, any
one or more committees which may exercise some or all of the power and authority
of the Trustees as the Trustees may determine; (e) purchase, and pay for out of
Trust Property, insurance policies which may insure such of the Shareholders,
Trustees, officers, employees, agents, investment advisers, administrators,
principal underwriters, distributors or independent contractors of the Trust as
the Trustees deem appropriate against loss or liability arising by reason of
holding any such position or by reason of any action taken or omitted by any
such Person in such capacity, whether or not constituting negligence, or whether
or not the Trust would have the power to indemnify such Person against such loss
or liability; (f) establish pension, profit-sharing, share purchase, and other
retirement, incentive and benefit plans for any Trustees, officers, employees
and agents of the Trust; (g) indemnify or reimburse any Person with whom the
Trust or any Series thereof has dealings, including without limitation the
Investment Adviser, Administrator, Principal Underwriter, Transfer Agent and
financial service firms, to such extent as the Trustees shall determine; (h)
guarantee the indebtedness or contractual obligations of other Persons; (i)
determine and change the fiscal year of the Trust or any Series thereof and the
methods by which its and their books, accounts and records shall be kept; and
(j) adopt a seal for the Trust, but the absence of such seal shall not impair
the validity of any instrument executed on behalf of the Trust or any Series
thereof.
Section 2.13. Litigation. The Trustees shall have full power and authority,
in the name and on behalf of the Trust, to engage in and to prosecute, defend,
compromise, settle, abandon, or adjust by arbitration or otherwise, any actions,
suits, proceedings, disputes, claims and demands relating to the Trust, and out
of the assets of the Trust or any Series thereof to pay or to satisfy any
liabilities, losses, debts, claims or expenses (including without limitation
attorneys' fees) incurred in connection therewith, including those of
litigation, and such power shall include without limitation the power of the
Trustees or any committee thereof, in the exercise of their or its good faith
business judgment, to dismiss or terminate any action, suit, proceeding,
dispute, claim or demand, derivative or otherwise brought by any Person,
including a Shareholder in his own name or in the name of the Trust or any
Series thereof, whether or not the Trust or any Series thereof or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust or any Series thereof.
ARTICLE III
CONTRACTS
Section 3.1. Principal Underwriter. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more contracts
providing for the sale of the Shares. Pursuant to any such contract the Trust
may either agree to sell the Shares to the other party to the contract or
appoint such other party its sales agent for such Shares. In either case, any
such contract shall be on such terms and conditions as the Trustees may in their
discretion determine; and any such contract may also provide for the repurchase
or sale of Shares by such other party as principal or as agent of the Trust.
Section 3.2. Investment Adviser. The Trustees may in their discretion from
time to time authorize the Trust to enter into one or more investment advisory
agreements with respect to one or more Series whereby the other party or parties
to any such agreements shall undertake to furnish the Trust or such Series
investment advisory and research facilities and services and such other
<PAGE>
facilities and services, if any, as the Trustees shall consider desirable and
all upon such terms and conditions as the Trustees may in their discretion
determine. Notwithstanding any provisions of this Declaration, the Trustees may
authorize the Investment Adviser, in its discretion and without any prior
consultation with the Trust, to buy, sell, lend and otherwise trade and deal in
any and all securities, commodity contracts and other investments and assets of
the Trust and of each Series and to engage in and employ all types of
transactions and strategies in connection therewith. Any such action taken
pursuant to such agreement shall be deemed to have been authorized by all of the
Trustees.
The Trustees may also authorize the Trust to employ, or authorize the
Investment Adviser to employ, one or more subinvestment advisers from time to
time to perform such of the acts and services of the Investment Adviser and upon
such terms and conditions as may be agreed upon between the Investment Adviser
and such sub-investment adviser and approved by the Trustees.
Section 3.3. Administrator. The Trustees may in their discretion from time
to time authorize the Trust to enter into one or more administration agreements
with respect to one or more Series or Classes, whereby the other party to such
agreement shall undertake to furnish to the Trust or a Series or a Class thereof
with such administrative facilities and services and such other facilities and
services, if any, as the Trustees consider desirable and all upon such terms and
conditions as the Trustees may in their discretion determine.
Section 3.4. Other Service Providers. The Trustees may in their discretion
from time to time authorize the Trust to enter into one or more agreements with
respect to one or more Series or Classes of Shares whereby the other party or
parties to any such agreements will undertake to provide to the Trust or Series
or Class or Shareholders or beneficial owners of Shares such services as the
Trustees consider desirable and all upon such terms and conditions as the
Trustees in their discretion may determine.
Section 3.5. Transfer Agents. The Trustees may in their discretion from
time to time appoint one or more transfer agents for the Trust or any Series
thereof. Any contract with a transfer agent shall be on such terms and
conditions as the Trustees may in their discretion determine.
Section 3.6. Custodian. The Trustees may appoint a bank or trust company
having an aggregate capital, surplus and undivided profits (as shown in its last
published report) of at least $2,000,000 as the principal custodian of the Trust
(the "Custodian") with authority as its agent to hold cash and securities owned
by the Trust and to release and deliver the same upon such terms and conditions
as may be agreed upon between the Trust and the Custodian.
Section 3.7. Plans of Distribution. The Trustees may in their discretion
authorize the Trust, on behalf of one or more Series or Classes of Shares, to
adopt or enter into a plan or plans of distribution and any related agreements
whereby the Trust or Series or Class may finance directly or indirectly any
activity which is primarily intended to result in sales of Shares or any
distribution activity within the meaning of Rule 12b-1 (or any successor rule)
under the 1940 Act. Such plan or plans of distribution and any related
agreements may contain such terms and conditions as the Trustees may in their
discretion determine, subject to the requirements of the 1940 Act and any other
applicable rules and regulations.
Section 3.8. Affiliations. The fact that:
(i) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, creditor, director, officer, partner, trustee or employee
of or has any interest in any Person or any parent or affiliate of any
such Person, with which a contract or agreement of the character
described in Sections 3.1, 3.2, 3.3, 3.4, 3.5 or 3.6 above has been or
will be made or to
<PAGE>
which payments have been or will be made pursuant to
a plan or related agreement described in Section 3.7 above, or that any
such Person, or any parent or affiliate thereof, is a Shareholder of or
has an interest in the Trust, or that
(ii)any such Person also has similar contracts, agreements or plans with
other investment companies (including, without limitation, the
investment companies referred to in the last paragraph of Section 2.3)
or organizations, or has other business activities or interests, shall
not affect in any way the validity of any such contract, agreement or
plan or disqualify any Shareholder, Trustee or officer of the Trust
from authorizing, voting upon or executing the same or create any
liability or accountability to the Trust or its Shareholders.
ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS, TRUSTEES AND OTHERS
Section 4.1. No Personal Liability of Shareholders, Trustees, Advisory
Board Members, Officers and Employees. No Shareholder shall be subject to any
personal liability whatsoever to any Person in connection with Trust Property or
the acts, obligations or affairs of the Trust or any Series thereof. All Persons
dealing or contracting with the Trustees as such or with the Trust or any Series
thereof shall have recourse only to the Trust or such Series for the payment of
their claims or for the payment or satisfaction of claims, obligations or
liabilities arising out of such dealings or contracts. No Trustee, advisory
board member, officer or employee of the Trust, whether past, present or future,
shall be subject to any personal liability whatsoever to any such Person, and
all such Persons shall look solely to the Trust Property, or to the assets of
one or more specific Series of the Trust if the claim arises from the act,
omission or other conduct of such Trustee, advisory board member, officer or
employee with respect to only such Series, for satisfaction of claims of any
nature arising in connection with the affairs of the Trust or such Series. If
any Shareholder, Trustee, advisory board member, officer or employee, as such,
of the Trust or any Series thereof, is made a party to any suit or proceeding to
enforce any such liability of the Trust or any Series thereof, he shall not, on
account thereof, be held to any personal liability.
Section 4.2. Trustee's Good Faith Action; Advice of Others; No Bond or
Surety. The exercise by the Trustees of their powers and discretions hereunder
shall be binding upon everyone interested. A Trustee shall not be liable for
errors of judgment or mistakes of fact or law. The Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any advisory
board member, officer, agent, employee, consultant, investment adviser or other
adviser, administrator, distributor or principal underwriter, custodian or
transfer, dividend disbursing, shareholder servicing or accounting agent of the
Trust, nor shall any Trustee be responsible for the act or omission of any other
Trustee. The Trustees may take advice of counsel or other experts with respect
to the meaning and operation of this Declaration and their duties as Trustees,
and shall be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. In discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the records,
books and accounts of the Trust and upon reports made to the Trustees by any
advisory board member, officer, employee, agent, consultant, accountant,
attorney, investment adviser or other adviser, principal underwriter, expert,
professional firm or independent contractor. The Trustees as such shall not be
required to give any bond, surety or other security for the performance of their
duties. No provision of this Declaration shall protect any Trustee or officer of
the Trust against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason of his own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
Section 4.3. Indemnification. The Trustees may provide, whether in the
By-Laws or by contract, vote or other action, for the indemnification by the
Trust or by any Series thereof of the Shareholders, Trustees, advisory board
members, officers and
<PAGE>
employees of the Trust and of such other Persons as the Trustees in the
exercise of their discretion may deem appropriate or desirable. Any such
indemnification may be mandatory or permissive, and may be insured against by
policies maintained by the Trust.
Section 4.4. No Duty of Investigation. No purchaser, lender or other Person
dealing with the Trustees or any officer, employee or agent of the Trust or a
Series thereof shall be bound to make any inquiry concerning the validity of any
transaction purporting to be made by the Trustees or by said officer, employee
or agent or be liable for the application of money or property paid, loaned, or
delivered to or on the order of the Trustees or of said officer, employee or
agent. Every obligation, contract, instrument, certificate, Share, other
security of the Trust or a Series thereof or undertaking, and every other act or
thing whatsoever executed in connection with the Trust shall be conclusively
presumed to have been executed or done by the executors thereof only in their
capacity as Trustees under this Declaration or in their capacity as officers,
employees or agents of the Trust or a Series thereof. Every written obligation,
contract, instrument, certificate, Share, other security of the Trust or a
Series thereof or undertaking made or issued by the Trustees may recite that the
same is executed or made by them not individually, but as Trustees under the
Declaration, and that the obligations of the Trust or a Series thereof under any
such instrument are not binding upon any of the Trustees or Shareholders
individually, but bind only the Trust Property or the Trust Property of the
applicable Series, and may contain any further recital which they may deem
appropriate, but the omission of any such recital shall not operate to bind the
Trustees or Shareholders individually.
Section 4.5. Reliance on Records and Experts. Each Trustee, advisory board
member, officer or employee of the Trust or a Series thereof shall, in the
performance of his duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the records, books and accounts of the Trust or a Series thereof, upon an
opinion or other advice of legal counsel, or upon reports made or advice given
to the Trust or a Series thereof by any Trustee or any of its officers or
employees or by the Investment Adviser, the Administrator, the Custodian, the
Principal Underwriter, Transfer Agent, accountants, appraisers or other experts,
advisers, consultants or professionals selected with reasonable care by the
Trustees or officers of the Trust, regardless of whether the person rendering
such report or advice may also be a Trustee, officer or employee of the Trust.
ARTICLE V
SHARES OF BENEFICIAL INTEREST
Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into transferable Shares of beneficial interest
without par value. The number of such Shares of beneficial interest authorized
hereunder and the number of Shares of each Series or Class thereof that may be
issued hereunder is unlimited. The Trustees shall have the exclusive authority
without the requirement of Shareholder authorization or approval to establish
and designate one or more Series of Shares and one or more Classes thereof as
the Trustees deem necessary, appropriate or desirable. Each Share of any Series
shall represent a beneficial interest only in the assets of that Series. Subject
to the provisions of Section 5.5 hereof, the Trustees may also authorize the
creation of additional Series of Shares (the proceeds of which may be invested
in separate and independent investment portfolios) and additional Classes of
Shares within any Series. All Shares issued hereunder including, without
limitation, Shares issued in connection with a dividend or distribution in
Shares or a split in Shares, shall be fully paid and nonassessable.
Section 5.2. Rights of Shareholders. The ownership of the Trust Property of
every description and the right to conduct any business of the Trust are vested
exclusively in the Trustees, and the Shareholders shall have no interest therein
other than the
<PAGE>
beneficial interest conferred by their Shares, and they shall
have no right to call for any partition or division of any property, profits,
rights or interests of the Trust or of any Fund nor can they be called upon to
share or assume any losses of the Trust or of any Fund or suffer an assessment
of any kind by virtue of their ownership of Shares. The Shares shall be personal
property giving only the rights specifically set forth in this Declaration. The
Shares shall not entitle the holder to preference, preemptive, appraisal,
conversion or exchange rights, except as the Trustees may specifically determine
with respect to any Series or Class of Shares.
Section 5.3. Trust Only. It is the intention of the Trustees to create only
the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association, limited
liability company, corporation, bailment or any form of legal relationship other
than a Massachusetts business trust. Nothing in this Declaration shall be
construed to make the Shareholders, either by themselves or with the Trustees,
partners or member of a joint stock association.
Section 5.4. Issuance of Shares. The Trustees in their discretion may, from
time to time and without any authorization or vote of the Shareholders, issue
Shares, in addition to the then issued and outstanding Shares and Shares held in
the treasury, to such party or parties and for such amount and type of
consideration, including cash or property, at such time or times and on such
terms as the Trustees may deem appropriate or desirable, except that only Shares
previously contracted to be sold may be issued during any period when the right
of redemption is suspended pursuant to Section 6.9 hereof, and may in such
manner acquire other assets (including the acquisition of assets subject to, and
in connection with the assumption of, liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares and
reissue and resell full and fractional Shares held in the treasury. The Trustees
may from time to time divide or combine the Shares of the Trust or, if the
Shares be divided into Series or Classes, of any Series or any Class thereof of
the Trust, into a greater or lesser number without thereby changing the
proportionate beneficial interests in the Trust or in the Trust Property
allocated or belonging to such Series or Class. Contributions to the Trust or
Series thereof may be accepted for, and Shares shall be redeemed as, whole
Shares and/or fractional Shares as the Trustees may in their discretion
determine. The Trustees may authorize the issuance of certificates of beneficial
interest to evidence the ownership of Shares. Shares held in the treasury shall
not be voted nor shall such Shares be entitled to any dividends or other
distributions declared with respect thereto.
Section 5.5. Series and Class Designations. Without limiting the exclusive
authority of the Trustees set forth in Section 5.1 to establish and designate
any further Series or Classes, it is hereby confirmed that the Trust consists of
the presently Outstanding Shares of the following Series: Catholic Investment
Trust Equity Fund (the "Existing Series"). The Existing Series consists of two
classes of shares - the Individual Shares and the Institutional Shares. The
Shares of any Series and Classes thereof that may from time to time be
established and designated by the Trustees shall be established and designated,
and the variations in the relative rights and preferences as between the
different Series and Classes shall be fixed and determined, by the Trustees
(unless the Trustees otherwise determine with respect to Series or Classes at
the time of establishing and designating the same); provided, that all Shares
shall be identical except that there may be variations so fixed and determined
between different Series or Classes thereof as to investment objective, policies
and restrictions, sales charges, purchase prices, determination of net asset
value, assets, liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, the price, terms and manner of redemption or repurchase,
special and relative rights as to dividends and distributions and on
liquidation, conversion rights, exchange rights, and voting rights. All
references to Shares in this Declaration shall be deemed to be Shares of any or
all Series or Classes as the context may require. As to any division of Shares
of the Trust into Series or Classes, the following provisions shall be
applicable:
(i) The number of authorized Shares and the number of Shares of each Series
or Class thereof that may be issued shall be unlimited. The Trustees
may classify or reclassify any unissued Shares or any Shares previously
issued and reacquired
<PAGE>
of any Series or Class into one or more other
Series or one or more other Classes that may be established and
designated from time to time. The Trustees may hold as treasury shares
(of the same or some other Series or Class), reissue for such
consideration and on such terms as they may determine, or cancel any
Shares of any Series or Class reacquired by the Trust at their
discretion from time to time.
(ii) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to
the rights of creditors of such Series and except as may
otherwise be required by applicable tax laws, and shall be so
recorded on the books of account of the Trust. In the event that
there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees or their
delegate shall allocate them among any one or more of the Series
established and designated from time to time in such manner and on
such basis as the Trustees in their sole discretion deem fair and
equitable. Each such allocation by the Trustees or their delegate
shall be conclusive and binding upon the Shareholders of all
Series for all purposes. No holder of Shares of any Series shall have
any claim on or right to any assets allocated or belonging to any
other Series.
(iii) Any general liabilities, expenses, costs, charges or reserves of
the Trust which are not readily identifiable as belonging
to any particular Series shall be allocated and charged by the
Trustees or their delegate to and among any one or more of the Series
established and designated from time to time in such manner and
on such basis as the Trustees in their sole discretion deem fair
and equitable. The assets belonging to each particular Series shall
be charged with the liabilities, expenses, costs, charges and
reserves of the Trust so allocated to that Series and all liabilities,
expenses, costs, charges and reserves attributable to that Series
which are not readily identifiable as belonging to any particular
Class thereof. Each allocation of liabilities, expenses, costs,
charges and reserves by the Trustees or their delegate shall be
conclusive and binding upon the Shareholders of all Series and Classes
for all purposes. The Trustees shall have full discretion to determine
which items are capital; and each such determination shall be
conclusive and binding upon the Shareholders. The assets of a
particular Series of the Trust shall, under no circumstances, be
charged with liabilities, expenses, costs, charges and reserves
attributable to any other Series or Class thereof of the Trust. All
Persons extending credit to, or contracting with or having any
claim against a particular Series of the Trust shall look only
to the assets of that particular Series for payment of such credit,
contract or claim.
(iv) Dividends and distributions on Shares of a particular Series or Class
may be paid or credited in such manner and with such frequency as the
Trustees may determine, to the holders of Shares of that Series or
Class, from such of the earnings or profits, surplus (including paid-in
surplus), capital (including paid-in capital) or assets belonging to
that Series, as the Trustees may deem appropriate or desirable, after
providing for actual and accrued liabilities, expenses, costs,
charges and reserves belonging and allocated to that Series or Class.
Such dividends and distributions may be paid daily or otherwise
pursuant to the offering prospectus relating to the Shares or pursuant
to a standing vote or votes of the Trustees adopted only once or from
time to time or pursuant to other authorization or instruction of the
Trustees. All dividends and distributions on Shares of a particular
Series or Class shall be distributed pro rata to the Shareholders of
that Series or Class in proportion to the number of Shares of that
Series or Class held by such Shareholders at the time of record
established for the payment or crediting of such dividends or
distributions.
(v) Each Share of a Series of the Trust shall represent a beneficial
interest in the net assets of such Series. Each holder of Shares of a
Series or Class thereof shall be entitled to receive his pro rata
Share of distributions of income and capital gains made with
<PAGE>
respect to such Series or Class net of liabilities, expenses, costs,
charges and reserves belonging and allocated to such Series or Class.
Upon redemption of his Shares or indemnification for liabilities
incurred by reason of his being or having been a Shareholder of a
Series, such Shareholder shall be paid solely out of the funds and
property of such Series of the Trust. Upon liquidation or termination
of a Series or Class thereof of the Trust, a Shareholder of such
Series or Class thereof shall be entitled to receive a pro rata Share
of the net assets of such Series based on the net asset value of his
Shares. A Shareholder of a particular Series of the Trust shall not
be entitled to commence or participate in a derivative or class
action on behalf of any other Series or the Shareholders of any other
Series of the Trust.
(vi) On any matter submitted to a vote of Shareholders, the Shares entitled
to vote thereon and the manner in which such Shares shall be voted
shall be as set forth in the By- Laws or proxy materials for the
meeting or other solicitation materials or as otherwise determined by
the Trustees, subject to any applicable requirements of the 1940 Act.
The Trustees shall have full power and authority to call meetings of
the Shareholders of a particular Class or Classes of Shares or of one
or more particular Series of Shares, or otherwise call for the action
of such Shareholders on any particular matter.
(vii)Except as otherwise provided in this Article V, the Trustees shall
have full power and authority to determine the designations,
preferences, privileges, sales charges, purchase prices, assets,
liabilities, expenses, costs, charges and reserves belonging or
allocated thereto, limitations and rights, including without
limitation voting, dividend, distribution and liquidation rights,
of each Class and Series of Shares. Subject to any applicable
requirements of the 1940 Act, the Trustees shall have the authority
to provide that the Shares of one Class shall be automatically
converted into Shares of another Class of the same Series or that the
holders of Shares of any Series or Class shall have the right to
convert or exchange such Shares into Shares of one or more other
Series or Classes of Shares, all in accordance with such requirements,
conditions and procedures as may be established by the Trustees.
(viii) The establishment and designation of any Series or Class of Shares
shall be effective upon the execution by a majority of the then
Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such Series or
Class, or as otherwise provided in such instrument. The Trustees may by
an instrument subsequently executed by a majority of their number
amend, restate or rescind any prior instrument relating to the
establishment and designation of any such Series or Class. Each
instrument referred to in this paragraph shall have the status of an
amendment to this Declaration in accordance with Section 8.4 hereof,
and a copy of each such instrument shall be filed in accordance with
Section 10.1 hereof.
Section 5.6. Assent to Declaration of Trust and By-Laws. Every Shareholder,
by virtue of having become a Shareholder, shall be held to have expressly
assented and agreed to all the terms and provisions of this Declaration and of
the By-Laws of the Trust.
ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES
Section 6.1. Redemption of Shares.
(a) Shares of the Trust shall be redeemable, at such times and in such
manner as may be permitted by the Trustees from time to time. The
Trustees shall have full power and authority to vary and change the
right of redemption applicable to
<PAGE>
the various Series and Classes of
Shares established by the Trustees. Redeemed or repurchased Shares may
be resold by the Trust. The Trust may require any Shareholder to pay a
sales charge to the Trust, the Principal Underwriter or any other
Person designated by the Trustees upon redemption or repurchase of
Shares in such amount and upon such conditions as shall be determined
from time to time by the Trustees.
(b) The Trust shall redeem the Shares of the Trust or any Series or Class
thereof at the price determined as hereinafter set forth, upon the
appropriately verified written application of the record holder thereof
(or upon such other form of request as the Trust may use for the
purpose) deposited at such office or agency as may be designated from
time to time for that purpose by the Trustees. The Trust may from time
to time establish additional requirements, terms, conditions and
procedures, not inconsistent with the 1940 Act, relating to the
redemption of Shares.
Section 6.2. Price. Shares shall be redeemed at a price based on their net
asset value determined as set forth in Section 7.1 hereof as of such time as the
Trustees shall prescribe. The amount of any sales charge or redemption fee
payable upon redemption of Shares may be deducted from the proceeds of such
redemption.
Section 6.3. Payment. Payment of the redemption price of redeemed Shares
shall be made in cash or in property to the Shareholder at such time and in the
manner, not inconsistent with the 1940 Act, as may be specified from time to
time in the then effective Prospectus relating to such Shares, subject to the
provisions of Sections 6.4 and 6.9 hereof. Notwithstanding the foregoing, the
Trust or its agent may withhold from such redemption proceeds any amount arising
(i) from a liability of the redeeming Shareholder to the Trust, or (ii) in
connection with any federal or state tax withholding requirements.
Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 7.1 hereof, the Trust shall declare a suspension of the
determination of net asset value with respect to Shares of the Trust or of any
Series or Class thereof, the rights of Shareholders (including those who shall
have applied for redemption pursuant to Section 6.1 hereof but who shall not yet
have received payment) to have Shares redeemed and paid for by the Trust or a
Series shall be suspended until the termination of such suspension is declared.
Any record holder who shall have his redemption right so suspended may, during
the period of such suspension, by appropriate written notice at the office or
agency where his application or request for redemption was made, withdraw his
application or request and withdraw any Share certificates on deposit.
Section 6.5. Repurchase by Agreement. The Trust may repurchase Shares
directly, or through the Principal Underwriter or another agent designated for
the purpose, by agreement with the owner thereof at a price not exceeding the
net asset value per share determined as of such time as the Trustees shall
prescribe. The Trust may from time to time establish the requirements, terms,
conditions and procedures relating to such repurchases, and the amount of any
sales charge or repurchase fee payable on any repurchase of Shares may be
deducted from the proceeds of such repurchase.
Section 6.6. Redemption of Shareholder's Interest. The Trustees, in their
sole discretion, may cause the Trust to redeem all of the Shares of one or more
Series or Classes thereof held by any Shareholder if (a) the value of such
Shares held by such Shareholder is less than the minimum amount established from
time to time by the Trustees or (b) the aggregate value of the assets of any
Series or Class is less than the minimum amount determined by the Trustees to be
the minimum for maintaining and operating the Series or Class as a viable
economic entity.
Section 6.7. Disclosure of Holding. The holders of Shares or other
securities of the Trust shall upon demand disclose to the Trustees in writing
such information with respect to direct and indirect ownership of Shares or
other securities of the Trust as the Trustees deem necessary to comply with the
provisions of the Internal Revenue Code of 1986, or to comply with the
requirements of any other taxing authority.
<PAGE>
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of outstanding Shares
of the Trust or of any Series or Class thereof pursuant to the provisions of
Section 7.3.
Section 6.9. Suspension of Right of Redemption. The Trust may declare a
suspension of the right of redemption or postpone the date of payment or
redemption for the whole or any part of any period (i) during which the New York
Stock Exchange is closed other than customary weekend and holiday closings, (ii)
during which trading on the New York Stock Exchange is restricted, (iii) during
which an emergency exists as a result of which disposal by the Trust or a Fund
of securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust or a Fund fairly to determine the value of its net
assets, or (iv) as the Commission may by order permit for the protection of
security holders of the Trust. Such suspension shall take effect at such time as
the Trust shall specify but not later than the close of business on the business
day next following the declaration of suspension, and thereafter there shall be
no right of redemption or payment on redemption until the Trust shall declare
the suspension at an end, except that the suspension shall terminate in any
event on the first day on which said stock exchange shall have reopened or the
period specified in clauses (ii) or (iii) shall have expired (as to which in the
absence of an official ruling by the Commission, the determination of the Trust
shall be conclusive). In the case of a suspension of the right of redemption, a
Shareholder may either withdraw his application or request for redemption or
receive payment based on the net asset value existing after the termination of
the suspension.
ARTICLE VII
DETERMINATION OF
NET ASSET VALUE, NET INCOME AND DISTRIBUTIONS
Section 7.1. Net Asset Value. The net asset value of each outstanding Share
of the Trust or of each Series or Class thereof shall be determined on such days
and at or as of such time or times as the Trustees may determine. Any reference
in this Declaration to the time at which a determination of net asset value is
made shall mean the time as of which the determination is made. The power and
duty to determine net asset value may be delegated by the Trustees from time to
time to the Investment Adviser, the Administrator, the Custodian, the Transfer
Agent or such other Person or Persons as the Trustees may determine. The value
of the assets of the Trust or any Series thereof shall be determined in a manner
authorized by the Trustees. From the total value of said assets, there shall be
deducted all indebtedness, interest, taxes, payable or accrued, including
estimated taxes on unrealized book profits, expenses and management charges
accrued to the appraisal date, amounts determined and declared as a dividend or
distribution and all other items in the nature of liabilities which shall be
deemed appropriate, as incurred by or allocated to the Trust or any Series or
Class thereof. The resulting amount, which shall represent the total net assets
of the Trust or Series or Class thereof, shall be divided by the number of
Shares of the Trust or Series or Class thereof outstanding at the time and the
quotient so obtained shall be deemed to be the net asset value of the Shares of
the Trust or Series or Class thereof. The Trust may declare a suspension of the
determination of net asset value to the extent permitted by the 1940 Act. It
shall not be a violation of any provision of this Declaration if Shares are
sold, redeemed or repurchased by the Trust at a price other than one based on
net asset value if the net asset value is affected by one or more errors
inadvertently made in the pricing of portfolio securities or other investments
or in accruing or allocating income, expenses, reserves or liabilities. No
provision of this Declaration shall be construed to restrict or affect the right
or ability of the Trust to employ or authorize the use of pricing services,
appraisers or any other means, methods, procedures, or techniques in valuing the
assets or calculating the liabilities of the Trust or any Series or Class
thereof.
<PAGE>
Section 7.2. Dividends and Distributions.
(a) The Trustees may from time to time distribute ratably among the
Shareholders of the Trust or of a Series or Class thereof such
proportion of the net earnings or profits, surplus (including paid-in
surplus), capital (including paid-in capital), or assets of the Trust
or such Series held by the Trustees as they may deem appropriate or
desirable. Such distributions may be made in cash, additional Shares or
property (including without limitation any type of obligations of the
Trust or Series or Class or any assets thereof), and the Trustees may
distribute ratably among the Shareholders of the Trust or Series or
Class thereof additional Shares of the Trust or Series or Class thereof
issuable hereunder in such manner, at such times, and on such terms as
the Trustees may deem appropriate or desirable. Such distributions may
be among the Shareholders of the Trust or Series or Class thereof at
the time of declaring a distribution or among the Shareholders of the
Trust or Series or Class thereof at such other date or time or dates or
times as the Trustees shall determine. The Trustees may in their
discretion determine that, solely for the purposes of such
distributions, Outstanding Shares shall exclude Shares for which orders
have been placed subsequent to a specified time. The Trustees may
always retain from the earnings or profits such amounts as they may
deem appropriate or desirable to pay the expenses and liabilities of
the Trust or a Series or Class thereof or to meet obligations of the
Trust or a Series or Class thereof, together with such amounts as they
may deem desirable to use in the conduct of its affairs or to retain
for future requirements or extensions of the business or operations of
the Trust or such Series. The Trust may adopt and offer to Shareholders
such dividend reinvestment plans, cash dividend payout plans or other
distribution plans as the Trustees may deem appropriate or desirable.
The Trustees may in their discretion determine that an account
administration fee or other similar charge may be deducted directly
from the income and other distributions paid on Shares to a
Shareholder's account in any Series or Class.
(b) The Trustees may prescribe, in their absolute discretion, such bases
and times for determining the amounts for the declaration and payment
of dividends and distributions as they may deem necessary, appropriate
or desirable.
(c) Inasmuch as the computation of net income and gains for federal income
tax purposes may vary from the computation thereof on the books of
account, the above provisions shall be interpreted to give the Trustees
full power and authority in their absolute discretion to distribute for
any fiscal year as dividends and as capital gains distributions,
respectively, additional amounts sufficient to enable the Trust or a
Series thereof to avoid or reduce liability for taxes.
Section 7.3. Constant Net Asset Value; Reduction of Outstanding Shares. The
Trustees may determine to maintain the net asset value per Share of any Series
or Class at a designated constant amount and in connection therewith may adopt
procedures not inconsistent with the 1940 Act for the continuing declarations of
income attributable to that Series or Class as dividends payable in additional
Shares of that Series or Class or in cash or in any combination thereof and for
the handling of any losses attributable to that Series or Class. Such procedures
may provide that, if, for any reason, the income of any such Series or Class
determined at any time is a negative amount, the Trust may with respect to such
Series or Class (i) offset each Shareholder's pro rata share of such negative
amount from the accrued dividend account of such Shareholder, or (ii) reduce the
number of Outstanding Shares of such Series or Class by reducing the number of
Shares in the account of such Shareholder by that number of full and fractional
Shares which represents the amount of such excess negative income, or (iii)
cause to be recorded on the books of the Trust an asset account in the amount of
such negative income, which account may be reduced by the amount, provided that
the same shall thereupon become the property of the Trust with respect to such
Series or Class and shall not be paid to any Shareholder, of dividends declared
thereafter upon the Outstanding Shares of such Series or Class on the day such
negative income is experienced, until such asset account is reduced to zero, or
(iv) combine the methods described in clauses (i), (ii) and (iii) of this
sentence, in order to cause the net asset value per Share of such Series or
Class to remain at a constant amount per Outstanding Share immediately after
such determination and declaration. The Trust may also fail to declare a
dividend out of
<PAGE>
income for the purpose of causing the net asset value of any
such Share to be increased. The Trustees shall have full discretion to determine
whether any cash or property received shall be treated as income or as principal
and whether any item of expense shall be charged to the income or the principal
account, and their determination made in good faith shall be conclusive upon all
Shareholders. In the case of stock dividends or similar distributions received,
the Trustees shall have full discretion to determine, in the light of the
particular circumstances, how much if any of the value thereof shall be treated
as income, the balance, if any, to be treated as principal.
Section 7.4. Power to Modify Foregoing Procedures. Notwithstanding any
provisions contained in this Declaration, the Trustees may prescribe, in their
absolute discretion, such other means, methods, procedures or techniques for
determining the per Share net asset value of a Series or Class thereof or the
income of the Series of Class thereof, or for the declaration and payment of
dividends and distributions on any Series or Class of Shares.
ARTICLE VIII
DURATION; TERMINATION OF TRUST OR A
SERIES OR CLASS; MERGERS; AMENDMENTS
Series 8.1. Duration. The Trust shall continue without limitation of time
but subject to the provisions of this Article VIII. The death, declination,
resignation, retirement, removal or incapacity of the Trustees, or any one of
them, shall not operate to terminate or annul the Trust or to revoke any
existing agency or delegation of authority pursuant to the terms of this
Declaration or of the By-Laws.
Series 8.2. Termination of the Trust or a Series or a Class.
(a) The Trust or any Series or Class thereof may be terminated by: (1) the
affirmative vote of the holders of not less than two-thirds of the Shares
outstanding and entitled to vote at any meeting of Shareholders of the Trust or
the appropriate Series or Class thereof, or by an instrument or instruments in
writing without a meeting, consented to by the holders of two-thirds of the
Shares of the Trust or a Series or Class thereof, provided, however, that, if
such termination is recommended by the Trustees, the vote of a majority of the
outstanding voting securities of the Trust or a Series or Class thereof entitled
to vote thereon shall be sufficient authorization; or (2) by means of an
instrument in writing signed by a majority of the Trustees, to be followed by a
written notice to Shareholders stating that a majority of the Trustees has
determined that the continuation of the Trust or a Series or a Class thereof is
not in the best interest of the Trust, such Series or Class or of their
respective Shareholders. Such determination may (but need not) be based on
factors or events adversely affecting the ability of the Trust, such Series or
Class to conduct its business and operations in an economically viable manner.
Such factors and events may include (but are not limited to) the inability of a
Series or Class or the Trust to maintain its assets at an appropriate size,
changes in laws or regulations governing the Series or Class or the Trust or
affecting assets of the type in which such Series or Class or the Trust invests,
or political, social, legal or economic developments or trends having an adverse
impact on the business or operations of such Series or Class or the Trust. Upon
the termination of the Trust or the Series or Class,
(i) The Trust, Series or Class shall carry on no business except for the
purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the affairs of the Trust, Series
or Class and all of the powers of the Trustees under this Declaration shall
continue until the affairs of the Trust, Series or Class shall have been
<PAGE>
wound up, including the power to fulfill or discharge the contracts of the
Trust, Series or Class, collect its assets, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the remaining Trust Property
or assets allocated or belonging to such Series or Class to one or more persons
at public or private sale for the consideration which may consist in whole or in
part of cash, securities or other property of any kind, discharge or pay its
liabilities, and do all other acts appropriate to liquidate its business.
(iii) After paying or adequately providing for the payment of all
liabilities, and upon receipt of such releases, indemnities and refunding
agreements as they deem necessary for their protection, the Trustees may
distribute the remaining Trust property or the remaining property of the
terminated Series or Class, in cash or in kind or in any combination thereof,
among the Shareholders of the Trust or the Series or Class according to their
respective rights.
(b) After termination of the Trust, Series or Class and distribution to the
Shareholders as herein provided, a majority of the Trustees shall
execute and lodge among the records of the Trust and file with the
Massachusetts Secretary of State an instrument in writing setting forth
the fact of such termination, and the Trustees shall thereupon be
discharged from all further liabilities and duties with respect to the
Trust or the terminated Series or Class, and the rights and interests
of all Shareholders of the Trust or the terminated Series or Class
shall thereupon cease.
Section 8.3. Merger, Consolidation or Sale of Assets of a Series. A
particular Series may merge or consolidate with any other corporation,
association, trust or other organization or may sell, lease or exchange all or
substantially all of its property, including its good will, upon such terms and
conditions and for such consideration when and as authorized by the Trustees and
without any authorization, vote or consent of the Shareholders; and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the Commonwealth
of Massachusetts. The Trustees may also at any time sell and convert into money
all the assets of a particular Series. Upon making provision for the payment of
all outstanding obligations, taxes, and other liabilities, accrued or
contingent, of the particular Series, the Trustees shall distribute the
remaining assets of such Series among the Shareholders of such Series according
to their respective rights. Upon completion of the distribution of the remaining
proceeds or the remaining assets, the Series shall terminate and the Trustees
shall take the action provided in Section 8.2(b) hereof and the Trustees shall
thereupon be discharged from all further liabilities and duties with respect to
such Series, and the rights and interests of all Shareholders of the terminated
Series shall thereupon cease.
Section 8.4. Amendments. The execution of an instrument setting forth the
establishment and designation and the relative rights and preferences of any
Series or Class of Shares (or amending, restating or rescinding any such prior
instrument) in accordance with Section 5.5 hereof shall, without any
authorization, consent or vote of the Shareholders, effect an amendment of this
Declaration. Except as otherwise provided in this Section 8.4, if authorized by
the vote of a majority of the outstanding voting securities of the Trust the
financial interests of which are affected by the amendment and which are
entitled to vote thereon (which securities shall, unless otherwise provided by
the Trustees, vote together on such amendment as a single class), the Trustees
may amend this Declaration by an instrument signed by a majority of the Trustees
then in office. No Shareholder not so affected by any such amendment shall be
entitled to vote thereon. The Trustees may (by such an instrument) also amend or
otherwise supplement this Declaration of Trust, without any authorization,
consent or vote of the Shareholders, to change the name of the Trust or any Fund
or to make such other changes as do not have a materially adverse effect on the
financial interests of Shareholders hereunder or if they deem it necessary or
desirable to conform this Declaration to the requirements of applicable federal
or state laws or regulations or the requirements of the Internal Revenue Code of
1986, but the Trustees shall not be liable for failing to do so. Any such
amendment or supplemental Declaration of Trust shall be effective as provided in
the instrument containing its terms or, if there is no provision therein with
respect to effectiveness, upon the signing of such instrument by a majority of
<PAGE>
the Trustees then in office. Copies of any amendment or of any supplemental
Declaration of Trust shall be filed as specified in Section 9.1 hereof. Nothing
contained in this Declaration shall permit the amendment of this Declaration to
impair the exemption from personal liability of the Shareholders, Trustees,
officers, employees and agents of the Trust or to permit assessments upon
Shareholders.
Notwithstanding any other provision hereof, until such time as Shares are
issued and sold, this Declaration may be terminated or amended in any respect by
an instrument signed by a majority of the Trustees then in office.
ARTICLE IX
MISCELLANEOUS
Section 9.1. Filing of Copies, References, Headings and Counterparts. The
original or a copy of this instrument, of any amendment hereto and of each
declaration of trust supplemental hereto, shall be kept at the office of the
Trust. A copy of this instrument, or any amendment hereto, and of each
supplemental declaration of trust shall be filed with the Massachusetts
Secretary of State and with any other governmental office where such filing may
from time to time be required. Anyone dealing with the Trust may rely on a
certificate by a Trustee or an officer of the Trust as to whether or not any
such amendments or supplemental declarations of trust have been made and as to
any matters in connection with the Trust hereunder, and with the same effect as
if it were the original, may rely on a copy certified by a Trustee or an officer
of the Trust to be a copy of this instrument or of any such amendment hereto or
supplemental declaration of trust.
In this instrument or in any such amendment or supplemental declaration of
trust, references to this instrument, and all expressions such as "herein",
"hereof", and "hereunder", shall be deemed to refer to this instrument as
amended or affected by any such supplemental declaration of trust. Headings are
placed herein for convenience of reference only and in case of any conflict, the
text of this instrument, rather than the headings, shall control. This
instrument shall be executed in any number of counterparts each of which shall
be deemed an original, but such counterparts shall constitute one instrument. A
restated Declaration, integrating into a single instrument all of the provisions
of the Declaration which are then in effect and operative, may be executed from
time to time by a majority of the Trustees then in office and filed with the
Massachusetts Secretary of State. A restated Declaration shall, upon execution,
be conclusive evidence of all amendments and supplemental declarations contained
therein and may hereafter be referred to in lieu of the original Declaration and
the various amendments and supplements thereto.
Section 9.2. Applicable Law. The Trust set forth in this instrument is made
in The Commonwealth of Massachusetts, and it is created under and is to be
governed by and construed and administered according to the laws of said
Commonwealth. The Trust shall be of the type commonly called a Massachusetts
business trust, and without limiting the provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by such a trust.
Section 9.3. Provisions in Conflict with Law or Regulations.
(a) The provisions of this Declaration are severable, and if the Trustees
shall determine, with the advice of legal counsel, that any of such
provisions is in conflict with the 1940 Act, the Internal Revenue Code
of 1986 or with other applicable laws and regulations, the conflicting
provision shall be deemed never to have constituted a part of this
Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render
invalid or improper any action taken or omitted prior to such
determination.
<PAGE>
(b) If any provision of this Declaration shall be held invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not
in any manner affect such provisions in any other jurisdiction or any
other provision of this Declaration in any jurisdiction.
IN WITNESS WHEREOF, the undersigned, being a majority of the current
Trustees of the Trust, have executed this instrument this 25th day of November,
1996.
/s/ Peter M. Donovan /s/ A.M. Moody III
-------------------------- ----------------------------
Peter M. Donovan A.M. Moody III
/s/ H. Day Brigham, Jr.
----------------------------
H. Day Brigham, Jr.
Then personally appeared the above-named Peter M. Donovan and A.M. Moody
III, being Trustees then in office of Catholic Investment Trust, who
acknowledged the foregoing instrument to be their free act and deed.
Before me,
/s/ Helen B. Iwasczyszyn
----------------------------
My Commission Expires 8/31/00
Then personally appeared the above-named H. Day Brigham, Jr., being a
Trustee then in office of Catholic Investment Trust, who acknowledged the
foregoing instrument to be his free act and deed.
Before me,
/s/ Janet E. Sanders
----------------------------
My Commission Expires 12/6/96
<PAGE>
ATTACHMENT A
The address of the Trust is 24 Federal Street, Boston, MA 02110.
The names and addresses of the Trustees are as follows:
Trustee Address
--------- ------------
Peter M. Donovan 1000 Lafayette Boulevard
Bridgeport, CT 06604
H. Day Brigham, Jr. 24 Federal Street
Boston, MA 02110
A.M. Moody III 1000 Lafayette Boulevard
Bridgeport, CT 06604
The name and address of the Agent of Service of Process is as follows:
Alan R. Dynner
24 Federal Street
Boston, MA 02110
BY-LAWS
OF
CATHOLIC INVESTMENT TRUST
ARTICLE I
The Trustees
SECTION 1. Number of Trustees. The number of Trustees shall be fixed by a
majority of the Trustees, provided, however, that the number of Trustees shall
at no time exceed eighteen. No decrease in the number of Trustees shall have the
effect of removing any Trustee from office prior to the expiration of his term,
but the number of Trustees may be decreased in conjunction with the declination,
death, resignation, retirement, removal or incapacity of a Trustee.
SECTION 2. Resignation and Removal. Any Trustee may resign his trust by
written instrument signed by him and delivered to the other Trustees, which
shall take effect upon such delivery or upon such later date as is specified
therein. Any Trustee may be removed at any time by written instrument, signed by
at least two-thirds of the number of Trustees prior to such removal, specifying
the date when such removal shall become effective. Any Trustee who requests in
writing to be retired or who has become incapacitated by illness or injury may
be retired by written instruments signed by a majority of the other Trustees,
specifying the date of his retirement. A Trustee may be removed at any special
meeting of the shareholders of the Trust by a vote of two-thirds of the
outstanding shares of beneficial interest of the Trust (the "shares").
SECTION 3. Vacancies. In case of the declination, death, resignation,
retirement, removal, or incapacity of any of the Trustees, or in case a vacancy
shall, by reason of an increase in number, or for any other reason, exist, the
remaining Trustees shall fill such vacancy by appointing such other person as
they in their discretion shall see fit. Such appointment shall be evidenced by a
written instrument signed by a majority of the Trustees in office whereupon the
appointment shall take effect. Within three months of such appointment the
Trustees shall cause notice of such appointment to be mailed to each shareholder
at his address as recorded on the books of the Trustees. An appointment of a
Trustee may be made by the Trustees then in office and notice thereof mailed to
Shareholders as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees effective at a later
date, provided that said appointment shall become effective only at or after the
effective date of said retirement, resignation or increase in number of
Trustees. As soon as any Trustee so appointed shall have accepted this trust,
the trust estate shall vest in the new Trustee or Trustees, together with the
continuing Trustees, without any further act or conveyance, and he shall be
deemed a Trustee hereunder and under the Declaration of Trust. The power of
appointment is subject to the provisions of Section 16(a) of the Investment
Company Act of 1940, as from time to time amended (the "1940 Act").
Whenever a vacancy among the Trustees shall occur, until such vacancy is
filled, or while any Trustee is absent from The Commonwealth of Massachusetts
or, if not a domiciliary of Massachusetts, is absent from his state of domicile,
or is physically or mentally incapacitated by reason of disease or otherwise,
the other Trustees shall have all the powers hereunder and the certificate of
the other Trustees of such vacancy, absence or incapacity shall be conclusive,
provided, however, that no vacancy shall remain unfilled for a period longer
than six calendar months.
<PAGE>
SECTION 4. Temporary Absence of Trustee. Any Trustee may, by power of
attorney, delegate his power for a period not exceeding six months at any one
time to any other Trustee or Trustees, provided that in no case shall less than
two Trustees personally exercise the other powers hereunder except as herein
otherwise expressly provided.
SECTION 5. Effect of Death, Resignation, Removal, Etc. of a Trustee. The
death, declination, resignation, retirement, removal, or incapacity of the
Trustees, or any one of them, shall not operate to annul the Trust or to revoke
any existing agency created pursuant to the terms of the Declaration of Trust or
these By-Laws.
ARTICLE II
Officers and Their Election
SECTION 1. Officers. The officers of the Trust shall be a President, a
Treasurer, a Secretary, and such other officers or agents as the Trustees may
from time to time elect. It shall not be necessary for any Trustee or other
officer to be a holder of shares in the Trust.
SECTION 2. Election of Officers. The Treasurer and Secretary shall be
chosen annually by the Trustees. The President shall be chosen annually by and
from the Trustees.
Except for the offices of President and Secretary, two or more offices may
be held by a single person. The officers shall hold office until their
successors are chosen and qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust may resign
by filing a written resignation with the President or with the Trustees or with
the Secretary, which shall take effect on being so filed or at such time as may
otherwise be specified therein. The Trustees may at any meeting remove an
officer.
ARTICLE III
Powers and Duties of Trustees and Officers
SECTION 1. Trustees. The business and affairs of the Trust shall be managed
by the Trustees, and they shall have all powers necessary and desirable to carry
out that responsibility, so far as such powers are not inconsistent with the
laws of The Commonwealth of Massachusetts, the Declaration of Trust, or with
these By-Laws.
SECTION 2. Executive and Other Committees. The Trustees may elect from
their own number an executive committee to consist of not less than three nor
more than five members, which shall have the power and duty to conduct the
current and ordinary business of the Trust, including the purchase and sale of
securities, while the Trustees are not in session, and such other powers and
duties as the Trustees may from time to time delegate to such committee. The
Trustees may also elect from their own number other committees from time to
time, the number composing such committees and the powers conferred upon the
same to be determined by vote of the Trustees.
SECTION 3. Advisory Board. The Trustees may appoint an advisory board which
shall be composed of persons who are lay members of the Roman Catholic Church
and who do not serve the Trust in any other capacity. The advisory board shall
consult
<PAGE>
with the Trust and the Trust's investment adviser to identify securities
and other investments issued by companies engaging in practices or offering
products or services that would be inconsistent with the core teachings of the
Roman Catholic Church. The advisory board shall make such determinations based
solely on religious criteria and not investment criteria. The advisory board
shall have no responsibility for evaluating the investment merits of any
security and shall have no power to determine that any security or other
investment be purchased, sold or otherwise disposed of by the Trust or its
series. The members of any such advisory board may receive compensation for
their services and may be paid such fees and expenses for attending meetings as
the Trustees may from time to time determine to be appropriate.
SECTION 4. Chairman of the Trustees. The Trustees may, but need not,
appoint from among their number a Chairman. When present he shall preside at the
meetings of the shareholders and of the Trustees. He may call meetings of the
Trustees and of any committee thereof whenever he deems it necessary. He shall
be an executive officer of the Trust and shall have, with the President, general
supervision over the business and policies of the Trust, subject to the
limitations imposed upon the President, as provided in Section 5 of this Article
III.
SECTION 5. President. In the absence of the Chairman of the Trustees, the
President shall preside at all meetings of the shareholders. Subject to the
Trustees and to any committees of the Trustees, within their respective spheres,
as provided by the Trustees, he shall at all times exercise a general
supervision and direction over the affairs of the Trust. He shall have the power
to employ attorneys and counsel for the Trust and to employ such subordinate
officers, agents, clerks and employees as he may find necessary to transact the
business of the Trust. He shall also have the power to grant, issue, execute or
sign such powers of attorney, proxies or other documents as may be deemed
advisable or necessary in furtherance of the interests of the Trust. The
President shall have such other powers and duties as, from time to time, may be
conferred upon or assigned to him by the Trustees.
SECTION 6. Treasurer. The Treasurer shall be the principal financial and
accounting officer of the Trust. He shall deliver all funds and securities of
the Trust which may come into his hands to such bank or trust company as the
Trustees shall employ as custodian in accordance with Article III of the
Declaration of Trust. He shall make annual reports in writing of the business
conditions of the Trust, which reports shall be preserved upon its records, and
he shall furnish such other reports regarding the business and condition as the
Trustees may from time to time require. The Treasurer shall perform such duties
additional to the foregoing as the Trustees may from time to time designate.
SECTION 7. Secretary. The Secretary shall record in books kept for the
purpose all votes and proceedings of the Trustees and the shareholders at their
respective meetings. He shall have custody of the seal, if any, of the Trust and
shall perform such duties additional to the foregoing as the Trustees may from
time to time designate.
SECTION 8. Other Officers. Other officers elected by the Trustees shall
perform such duties as the Trustees may from time to time designate.
SECTION 9. Compensation. The Trustees and officers of the Trust may
receive such reasonable compensation from the Trust for the performance of
their duties as the Trustees may from time to time determine.
ARTICLE IV
Meetings of Shareholders
SECTION 1. Meetings. Meetings of the shareholders may be called at any time
by the President, and shall be called by the President or the Secretary at the
request, in writing or by resolution, of a majority of the Trustees, or at the
written request of the
<PAGE>
holder or holders of ten percent (10%) or more of the total number of
shares of the then issued and outstanding shares of the Trust entitled to vote
at such meeting. Any such request shall state the purposes of the proposed
meeting.
SECTION 2. Place of Meetings. Meetings of the shareholders shall be held at
the principal place of business of the Trust in Boston, Massachusetts, unless a
different place within the United States is designated by the Trustees and
stated as specified in the respective notices or waivers of notice with respect
thereto.
SECTION 3. Notice of Meetings. Notice of all meetings of the shareholders,
stating the time, place and the purposes for which the meetings are called,
shall be given by the Secretary to each shareholder entitled to vote thereat,
and to each shareholder who under the By-Laws is entitled to such notice, by
mailing the same postage paid, addressed to him at his address as it appears
upon the books of the Trust, at least ten (10) days before the time fixed for
the meeting, and the person giving such notice shall make an affidavit with
respect thereto. If any shareholder shall have failed to inform the Trust of his
post office address, no notice need be sent to him. No notice need be given to
any shareholder if a written waiver of notice, executed before or after the
meeting by the shareholder or his attorney thereunto authorized, is filed with
the records of the meeting.
SECTION 4. Quorum. Except as otherwise provided by law, to constitute a
quorum for the transaction of any business at any meeting of shareholders, there
must be present, in person or by proxy, holders of a majority of the total
number of shares of the then issued and outstanding shares of the Trust entitled
to vote at such meeting; provided that if a series or class of shares is
entitled to vote as a separate series or class on any matter, then in the case
of that matter a quorum shall consist of the holders of a majority of the total
number of shares of that series or class then issued, outstanding and entitled
to vote at the meeting. Shares owned directly or indirectly by the Trust, if
any, shall not be deemed outstanding for this purpose.
If a quorum, as above defined, shall not be present for the purpose of any
vote that may properly come before any meeting of shareholders at the time and
place of any meeting, the shareholders present in person or by proxy and
entitled to vote at such meeting on such matter holding a majority of the shares
present and entitled to vote on such matter may by vote adjourn the meeting from
time to time to be held at the same place without further notice than by
announcement to be given at the meeting until a quorum, as above defined,
entitled to vote on such matter, shall be present, whereupon any such matter may
be voted upon at the meeting as though held when originally convened.
SECTION 5. Voting. At each meeting of the shareholders every shareholder of
the Trust shall be entitled, as the Trustees determine, to either (a) one (1)
vote in person or by proxy for each of the then issued and outstanding shares of
the Trust then having voting power in respect of the matter upon which the vote
is to be taken, standing in his name on the books of the Trust at the time of
the closing of the transfer books for the meeting (the "Closing Date"), or, if
the books be not closed for any meeting, on the record date (the "Record Date")
fixed as provided in Section 4 of Article VI of these By-Laws for determining
the shareholders entitled to vote at such meeting, or if the books be not closed
and no record date be fixed, at the time of the meeting (the "Meeting Date");
the record holder of a fraction of a share shall be entitled in like manner to a
corresponding fraction of a vote, or (b) one vote for each dollar of the net
asset value (number of shares owned times net asset value per share of such
series or class, as applicable) of the shares held by such shareholder on the
Closing Date, Record Date or Meeting Date, as applicable; and each fractional
dollar amount shall be entitled to a proportionate fractional vote, except that
shares held in the treasury of the Trust shall not be voted. Notwithstanding the
foregoing, the Trustees may, in conjunction with the establishment of any series
of shares, establish conditions under which the several series shall have
separate voting rights or no voting rights.
All elections of Trustees shall be conducted in any manner approved at the
meeting of the shareholders at which said election is held, and shall be by
ballot if so requested by any shareholder entitled to vote thereon. The persons
receiving the greatest number of votes shall be deemed and declared elected.
Except as otherwise required by law or by the Declaration of Trust or by these
<PAGE>
By-Laws, all matters shall be decided by a majority of the votes cast, as
hereinabove provided, by persons entitled to vote thereon. With respect to the
submission of a management or investment advisory contract or a change in
investment policy to the shareholders for any shareholder approval required by
the Act, such matter shall be deemed to have been effectively acted upon with
respect to any series of shares if the holders of the lesser of
(i) 67 per centum or more of the shares of that series present or
represented at the meeting if the holders of more than 50 per centum of
the outstanding shares of that series are present or represented by
proxy at the meeting or
(ii) more than 50 per centum of the outstanding shares of that series
vote for the approval of such matter, notwithstanding (a) that such matter
has not been approved by the holders of a majority of the outstanding voting
securities of any other series affected by such matter (as described in Rule
18f-2 under the 1940 Act) and (b) that such matter has not been approved by the
vote of a majority of the outstanding voting securities of the Trust (as defined
in the 1940 Act).
SECTION 6. Proxies. Any shareholder entitled to vote upon any matter at any
meeting of the shareholders may so vote by proxy, but no proxy which is dated
more than nine months before the meeting named therein shall be accepted and no
such proxy shall be valid after the final adjournment of such meeting. Every
proxy shall be in writing subscribed by the shareholder or his duly authorized
attorney and shall be dated, but need not be sealed, witnessed or acknowledged.
Proxies shall be delivered to the Secretary or person acting as secretary of the
meeting before being voted. A proxy with respect to shares held in the name of
two or more persons shall be valid if executed by one of them unless at or prior
to exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a shareholder shall be deemed valid unless challenged at or prior to its
exercise. The placing of a shareholder's name on a proxy pursuant to telephonic
or electronically transmitted instructions obtained pursuant to procedures
reasonably designed to verify that such instructions have been authorized by
such shareholder shall constitute execution of such proxy by or on behalf of
such shareholder.
SECTION 7. Consents. Any action which may be taken by shareholders may be
taken without a meeting if a majority of shareholders entitled to vote on the
matter (or such larger proportion thereof as shall be required by law, the
Declaration of Trust or these By-Laws for approval of such matter) consent to
the action in writing and the written consents are filed with the records of the
meetings of shareholders. Such consents shall be treated for all purposes as a
vote taken at a meeting of shareholders.
ARTICLE V
Trustee Meetings
SECTION 1. Meetings. The Trustees may in their discretion provide for
regular or stated meetings of the Trustees. Meetings of the Trustees other than
regular or stated meetings shall be held whenever called by the Chairman,
President or by any other Trustee at the time being in office. Any or all of the
Trustees may participate in a meeting by means of a conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other at the same time, and participation by such
means shall constitute presence in person at a meeting.
SECTION 2. Notices. Notice of regular or stated meetings need not be given.
Notice of the time and place of each meeting other than regular or stated
meetings shall be given by the Secretary or by the Trustee calling the meeting
and shall be mailed to each Trustee at least two (2) days before the meeting, or
shall be telegraphed, cabled, or telefaxed to each Trustee at his business
address or personally delivered to him at least one (1) day before the meeting.
Such notice may, however, be waived by all the Trustees. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the
<PAGE>
meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any special meeting.
SECTION 3. Consents. Any action required or permitted to be taken at any
meeting of the Trustees may be taken by the Trustees without a meeting if a
written consent thereto is signed by a majority (or such other percentage as may
be required by the Declaration of Trust, these By-laws or statute) the Trustees
and filed with the records of the Trustees' meetings. Such consent shall be
treated as a vote at a meeting for all purposes.
SECTION 4. Place of Meetings. The Trustees may hold their meetings outside
of The Commonwealth of Massachusetts, and may, to the extent permitted by law,
keep the books and records of the Trust, and provide for the issue, transfer and
registration of its stock, outside of said Commonwealth at such places as may,
from time to time, be designated by the Trustees.
SECTION 5. Quorum and Manner of Acting. A majority of the Trustees in
office shall be present in person at any regular stated or special meeting of
the Trustees in order to constitute a quorum for the transaction of business at
such meeting and (except as otherwise required by the Declaration of Trust, by
these By-Laws or by statute) the act of a majority of the Trustees present at
any such meeting, at which a quorum is present, shall be the act of the
Trustees. In the absence of quorum, a majority of the Trustees present may
adjourn the meeting from time to time until a quorum shall be present. Notice of
any adjourned meeting need not be given.
ARTICLE VI
Shares of Beneficial Interest
SECTION 1. Certificates of Beneficial Interest. Certificates for shares of
beneficial interest of any series or class of the Trust, if issued, shall be in
such form as shall be approved by the Trustees. They shall be signed by, or in
the name of, the Trust by the President and by the Treasurer and may, but need
not be, sealed with the seal of the Trust; provided, however, that where such
certificate is signed by a transfer agent or a transfer clerk acting on behalf
of the Trust or a registrar other than a Trustee, officer or employee of the
Trust, the signature of the President or Treasurer and the seal may be
facsimile. In case any officer or officers who shall have signed, or whose
facsimile signature or signatures shall have been used on any such certificate
or certificates, shall cease to be such officer or officers of the Trust whether
because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the Trust, such certificate or
certificates may nevertheless be adopted by the Trust and be issued and
delivered as though the person or persons who signed such certificate or
certificates or whose facsimile signatures shall have been used thereon had not
ceased to be such officer or officers of the Trust.
SECTION 2. Transfer of Shares. Transfers of shares of beneficial interest
of the Trust shall be made only on the books of the Trust by the owner thereof
or by his attorney thereunto authorized by a power of attorney duly executed and
filed with the Secretary or a transfer agent, and only upon the surrender of any
certificate or certificates for such shares. The Trust shall not impose any
restrictions upon the transfer of the shares of the Trust, but this requirement
shall not prevent the charging of customary transfer agent fees.
SECTION 3. Transfer Agent and Registrar; Regulations. The Trust shall, if
and whenever the Trustees shall so determine, maintain one or more transfer
offices or agencies, each in the charge of a transfer agent designated by the
Trustees, where the shares of beneficial interest of the Trust shall be directly
transferable. The Trust shall, if and whenever the Trustees shall so determine,
maintain one or more registry offices, each in the charge of a registrar
designated by the Trustees, where such shares
<PAGE>
shall be registered, and no certificate for shares of the Trust in respect
of which a transfer agent and/or registrar shall have been designated shall be
valid unless countersigned by such transfer agent and/or registered by such
registrar. The principal transfer agent shall be in The Commonwealth of
Massachusetts and shall have charge of the stock transfer books, lists and
records, which shall be kept in Massachusetts in an office which shall be deemed
to be the stock transfer office of the Trust. The Trustees may also make such
additional rules and regulations as they may deem expedient concerning the
issue, transfer and registration of certificates for shares of the Trust.
SECTION 4. Closing of Transfer Books and Fixing Record Date. The Trustees
may fix in advance a time which shall be not more than one hundred twenty (120)
days before the date of any meeting of shareholders, or the date for the payment
of any dividend or the making of any distribution to shareholders or the last
day on which the consent or dissent of shareholders may be effectively expressed
for any purpose, as the record date for determining the shareholders having the
right to notice of and to vote at such meeting, and any adjournment thereof, or
the right to receive such dividend or distribution or the right to give such
consent or dissent, and in such case only shareholders of record on such record
date shall have such right, notwithstanding any transfer of shares on the books
of the Trust after the record date. The Trustees may, without fixing such record
date, close the transfer books for all or any part of such period for any of the
foregoing purposes.
SECTION 5. Lost, Destroyed or Mutilated Certificates. The holder of any
shares of the Trust shall immediately notify the Trust of any loss, destruction
or mutilation of the certificate therefor, and the Trustees may, in their
discretion, cause a new certificate or certificates to be issued to him, in case
of mutilation of the certificate, upon the surrender of the mutilated
certificate, or, in the case of loss or destruction of the certificate, upon
satisfactory proof of such loss or destruction and, in any case, if the Trustees
shall so determine, upon the delivery of a bond in such form and in such sum and
with such surety or sureties as the Trustees may direct, to indemnify the Trust
against any claim that may be made against it on account of the alleged loss or
destruction of any such certificate.
SECTION 6. Record Owner of Shares. The Trust shall be entitled to treat the
person in whose name any share of a series or class of the Trust is registered
on the books of the Trust as the owner thereof, and shall not be bound to
recognize any equitable or other claim to or interest in such share or shares on
the part of any other person.
ARTICLE VII
Fiscal Year
The fiscal year of the Trust shall be the calendar year, provided, however,
that the Trustees may from time to time change the fiscal year.
ARTICLE VIII
Seal
The Trustees may adopt a seal of the Trust which shall be in such form and
shall have such inscription thereon as the Trustees may from time to time
prescribe.
<PAGE>
ARTICLE IX
Inspection of Books
The Trustees shall from time to time determine whether and to what extent,
and at what times and places, and under what conditions and regulations the
accounts and books of the Trust or any of them shall be open to the inspection
of the shareholders; and no shareholder shall have any right of inspecting any
account or book or document of the Trust except as conferred by law or
authorized by the Trustees or by resolution of the shareholders.
ARTICLE X
Custodian
The following provisions shall apply to the employment of a Custodian
pursuant to Article III of the Declaration of Trust and to any contract entered
into with the Custodian so employed:
(a) The Trustees shall cause to be delivered to the Custodian all
securities owned by the Trust or to which it may become entitled, and
shall order the same to be delivered by the Custodian only in
completion of a sale, exchange, transfer, pledge, loan, or other
disposition thereof, against receipt by the Custodian of the
consideration therefor or a certificate of deposit or a receipt of an
issuer or of its transfer agent, or to a securities depository as
defined in Rule 17f-4 under the 1940 Act, as amended, all as the
Trustees may generally or from time to time require or approve, or to a
successor Custodian; and the Trustees shall cause all funds owned by
the Trust or to which it may become entitled to be paid to the
Custodian, and shall order the same disbursed only for investment
against delivery of the securities acquired, or in payment of expenses,
including management compensation, and liabilities of the Trust,
including distributions to shareholders, or to a successor Custodian.
(b) In case of the resignation, removal or inability to serve of any such
Custodian, the Trustees shall promptly appoint another bank or trust
company meeting the requirements of said Article VII as successor
Custodian. The agreement with the Custodian shall provide that the
retiring Custodian shall, upon receipt of notice of such appointment,
deliver the funds and property of the Trust in its possession to and
only to such successor, and that pending the appointment of a successor
Custodian, or a vote of the shareholders to function without a
Custodian, the Custodian shall not deliver funds and property of the
Trust to the Trustees, but may deliver them to a bank or trust company
doing business in Boston, Massachusetts, of its own selection, having
an aggregate capital, surplus and undivided profits, as shown by its
last published report, of not less than $2,000,000, as the property of
the Trust to be held under terms similar to those on which they were
held by the retiring Custodian.
ARTICLE XI
Limitation of Liability and Indemnification
SECTION 1. Limitation of Liability. Provided they have exercised reasonable
care and have acted under the reasonable belief that their actions are in the
best interest of the Trust, the Trustees and any advisory board members shall
not be responsible for
<PAGE>
or liable in any event for neglect or wrongdoing of them or any officer,
agent, employee or investment adviser of the Trust, but nothing contained herein
shall protect any Trustee or advisory board member against any liability to
which he would otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office.
SECTION 2. Indemnification of Trustees, Advisory Board Members and
Officers. The Trust shall indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or has been a Trustee, advisory board member,
officer, employee or agent of the Trust, or is or has been serving at the
request of the Trust as a Trustee, director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding, provided that:
(a) such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Trust,
(b) with respect to any criminal action or proceeding, he had no reasonable
cause to believe his conduct was unlawful,
(c) unless ordered by a court, indemnification shall be made only as
authorized in the specific case upon a determination that
indemnification of the Trustee, advisory board member, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subparagraphs (a) and (b)
above and (e) below, such determination to be made based upon a review
of readily available facts (as opposed to a full trial-type inquiry) by
(i) vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in
office act on the matter) or (ii) by independent legal counsel in a
written opinion.
(d) in the case of an action or suit by or in the right of the Trust to
procure a judgment in its favor, no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the
performance of his duty to the Trust unless and only to the extent that
the court in which such action or suit is brought, or a court of equity
in the county in which the Trust has its principal office, shall
determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, he is fairly and
reasonably entitled to indemnity for such expenses which such court
shall deem proper; and
(e) no indemnification or other protection shall be made or given to any
Trustee, advisory board member or officer of the Trust against any
liability to the Trust or to its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office.
Expenses (including attorneys' fees) incurred with respect to any claim,
action, suit or proceeding of the character described in the preceding paragraph
shall be paid by the Trust in advance of the final disposition thereof upon
receipt of an undertaking by or on behalf of such person to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Trust as authorized by this Article, provided that either:
(1) such undertaking is secured by a surety bond or some other appropriate
security provided by the recipient, or the Trust shall be insured
against losses arising out of any such advances; or
(2) a majority of the Disinterested Trustees acting on the matter (provided
that a majority of the Disinterested Trustees act on the matter) or an
independent legal counsel in a written opinion shall determine, based upon a
review of readily available facts (as opposed to a full trial-type inquiry),
that there is reason to believe that the recipient ultimately will be found
entitled to indemnification.
<PAGE>
As used in this Section 2, a "Disinterested Trustee" is one who is not (i)
an "Interested Person," as defined in the 1940 Act, of the Trust (including
anyone who has been exempted from being an "Interested Person" by any rule,
regulation, or order of the Securities and Exchange Commission), or (ii)
involved in the claim, action, suit or proceeding.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Trust, or with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 3. Indemnification of Shareholders. In case any shareholder or
former shareholder of any series of the Trust shall be held to be personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or for some other reason, the shareholder or
former shareholder (or his heirs, executors, administrators or other legal
representatives or, in the case of a corporation or other entity, its corporate
or other general successor) shall be entitled out of the Trust estate pertaining
to that series to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust shall, upon request by the
shareholder, assume the defense of any claim made against any shareholder for
any act or obligation of the Trust and satisfy any judgment thereon.
ARTICLE XII
Underwriting Arrangements
Any contract entered into for the sale of shares of the Trust pursuant to
Article III of the Declaration of Trust shall require the other party thereto
(hereinafter called the "underwriter") whether acting as principal or as agent
to use all reasonable efforts, consistent with the other business of the
underwriter, to secure purchasers for the shares of the Trust.
The underwriter may be granted the right:
(a) To purchase as principal, from the Trust, at not less than net asset
value per share, the shares needed, but no more than the shares needed
(except for clerical errors and errors of transmission), to fill
unconditional orders for shares of the Trust received by the
underwriter.
(b) To purchase as principal, from shareholders of the Trust at not less
than net asset value per share such shares as may be presented to the
Trust, or the transfer agent of the Trust, for redemption and as may be
determined by the underwriter in its sole discretion.
(c) To resell any such shares purchased at not less than net asset value
per share.
ARTICLE XIII
Report to Shareholders
The Trustees shall at least semi-annually submit to the shareholders a
written financial report of the transactions of the Trust including financial
statements which shall at least annually be certified by independent public
accountants.
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ARTICLE XIV
Certain Transactions
SECTION 1. Long and Short Positions. Except as hereinafter provided, no
officer, advisory board member or Trustee of the Trust and no partner, officer,
director or shareholder of the manager or investment adviser of the Trust or of
the underwriter of the Trust, and no manager or investment adviser or
underwriter of the Trust, shall take long or short positions in the securities
issued by the Trust.
(a) The foregoing provision shall not prevent the underwriter from
purchasing from the Trust shares of the Trust if such purchases are
limited (except for reasonable allowances for clerical errors, delays
and errors of transmission and cancellation of orders) to purchases for
the purpose of filling orders for such shares received by the
underwriter, and provided that orders to purchase from the Trust are
entered with the Trust or the Custodian promptly upon receipt by the
underwriter of purchase orders for such shares, unless the underwriter
is otherwise instructed by its customer.
(b) The foregoing provision shall not prevent the underwriter from
purchasing shares of the Trust as agent for the account of the Trust.
(c) The foregoing provision shall not prevent the purchase from the Trust
or from the underwriter of shares issued by the Trust by any officer,
advisory board member or Trustee of the Trust or by any partner,
officer, director or shareholder of the manager or investment adviser
of the Trust at the price available to the public generally at the
moment of such purchase or, to the extent that any such person is a
shareholder, at the price available to shareholders of the Trust
generally at the moment of such purchase, or as described in the
current Prospectus of the Trust.
SECTION 2. Loans of Trust Assets. The Trust shall not lend assets of the
Trust to any officer, advisory board member or Trustee of the Trust, or to any
partner, officer, director or shareholder of, or person financially interested
in, the manager or investment adviser of the Trust, or the underwriter of the
Trust, or to the manager or investment adviser of the Trust or to the
underwriter of the Trust.
SECTION 3. Miscellaneous. The Trust shall not permit any officer or
Trustee, or any officer or director of the manager or investment adviser or
underwriter of the Trust, to deal for or on behalf of the Trust with himself as
principal or agent, or with any partnership, association or corporation in which
he has a financial interest; provided that the foregoing provisions shall not
prevent (i) officers and Trustees of the Trust from buying, holding or selling
shares in the Trust, or from being partners, officers or directors of or
otherwise financially interested in the manager or investment adviser or
underwriter of the Trust; (ii) purchases or sales of securities or other
property by the Trust from or to an affiliated person or to the manger or
investment adviser or underwriter of the Trust if such transaction is exempt
from the applicable provisions of the 1940 Act; (iii) purchases of investments
from the portfolio of the Trust or sales of investments owned by the Trust
through a security dealer who is, or one or more of whose partners,
shareholders, officers or directors is, an officer or Trustee of the Trust, if
such transactions are handled in the capacity of broker only and commissions
charged do not exceed customary brokerage charges for such services; (iv)
employment of legal counsel, registrar, transfer agent, dividend disbursing
agent or custodian who is, or has a partner, shareholder, officer or director
who is, an officer or Trustee of the Trust if only customary fees are charged
for services to the Trust; or (v) sharing statistical, research, legal and
management expenses and office hire and expenses with any other investment
company in which an officer or Trustee of the Trust is an officer, trustee or
director or otherwise financially interested.
References to the manager or investment adviser of the Trust contained in
this Article XIV shall also be deemed to refer to any sub-adviser appointed in
accordance with Article III, Section 3.2 of the Declaration of Trust.
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ARTICLE XV
Amendments
These By-Laws may be amended at any meeting of the Trustees by a vote of a
majority of the Trustees then in office.
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