As filed with the Securities and Exchange Commission on February 24, 1997.
1933 Act File No. 333-17161
1940 Act File No. 811-07951
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N--1A
REGISTRATION STATEMENT
UNDER
SECURITIES ACT OF 1933 x
PRE-EFFECTIVE AMENDMENT NO. 1 x
POST-EFFECTIVE AMENDMENT NO. __
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 x
AMENDMENT NO. 1 x
(check appropriate box or boxes)
Catholic Values 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.
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
Registrant has registered an indefinite number of shares of beneficial interest,
$0.001 par value per share, of all series and classes of the Registrant then
existing or thereafter created, and will file a Rule 24f-2 Notice within 60 days
after the close of its fiscal year or as otherwise may be required.
<PAGE>
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund
Cross Reference Sheet
<TABLE>
<CAPTION>
Item No. Statement of
FORM N-1A - Part A Prospectus Caption Additional Information Caption
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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
Objective 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>
<PAGE>
PART A
Information Required in a Prospectus
Subject to Completion
Date of Issuance: -----------, 1997
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 March __, 1997
Individual Shares
Institutional Shares
Institutional Service Shares
===============================================================================
Catholic Values Investment Trust Equity Fund
A mutual und seeking long-term growth of capital and reasonable current income
===============================================================================
a series of
Catholic Values Investment Trust
- -------------------------------------------------------------------------------
Write To: Catholic Values Investment Trust, P.O. Box 5123,Westborough,
Massachusetts 01581-5123
Or Call: The Fund Order Room --(800) 225-6265, Ext.7750
- -------------------------------------------------------------------------------
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 March __, 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 (888-437-6633) or from the Fund's web site
(http://www.catholicinvestments.com). 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.................................... 8
The Administrator................................. 9
Distribution Expenses............................. 9
Service Plan...................................... 10
How the Fund Values its Shares.................... 10
How to Buy Shares................................. 10
Distributions by the Fund......................... 12
Taxes............................................. 12
How to Redeem or Sell Shares...................... 13
Performance Information........................... 16
Other Information................................. 16
Tax-Sheltered Retirement Plans.................... 17
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 Values 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 Values Investment Trust Equity Fund
(the "Fund").
Individual Shares........Available for purchase by non-institutional investors.
Institutional Shares.....Available for purchase by institutional investors.
and Institutional
Service Shares
Investment Objective.....The Fund seeks long-term growth of
and Policies capital and 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 and
undertake activities 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
Board Advisory Board of 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, services or activities are
inconsistent with core Catholic Church teachings.
The Administrator........The Fund has retained Eaton Vance Management
("Eaton Vance" or the "Administrator"), 24 Federal
Street, Boston, Massachusetts 02110, as administrator
to manage its legal and business affairs.
The Distributor..........Wright Investors' Service Distributors, Inc.
("WISDI" or the "Principal Underwriter"), 1000
Lafayette Boulevard, Bridgeport, Connecticut 06604,
is the Distributor of the Fund's shares.
How to Purchase..........Individual Shares of the Fund may
Individual Shares of be purchased at the net asset value per share next
the Fund determined after receipt and acceptance of the purchase
order. There is no initial sales charge on the purchase
of Individual Shares. There is a contingent deferred
sales charge ("CDSC") of 1% imposed on redemptions of
Individual Shares made within one year of the date of
purchase. See "How to Redeem or Sell Shares." The
minimum initial investment is $1,000, which will be
waived for investments in individual retirement plans
and in retirement plans
<PAGE>
for self-employed individuals.
There is no minimum amount for subsequent purchases.
The minimum account size is $500, which will also be
waived for investments in individual retirement plans
and in retirement plans for self-employed individuals.
The $1,000 minimum initial investment and $500 minimum
account size 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."
How to Purchase..........Institutional Shares and
Institutional Shares Institutional Service Shares of the Fund may be
and Institutional purchased at the net asset value per share next
Service Shares determined after receipt and acceptance of the purchase
of the Fund order. There is no sales charge on the purchase of
Institutional Shares or Institutional Service Shares of
the Fund. The minimum initial investment for
Institutional Shares and Institutional Service Shares
is $3,000,000 and $500,000, respectively. Institutional
Service share minimums will be waived for investments
in 401(k), 403(b) and other qualified retirement plans.
There is no minimum amount for subsequent purchases.
The minimum account size for Institutional Shares and
Institutional Service Shares is $500,000 and $100,000,
respectively. The minimum account size for
Institutional Service Shares shareholders will be
waived for investments in 401(k), 403(b) and other
qualified retirement plans of companies and other
entities. 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 (i) Individual Share account if the net
asset value of such account falls below $500,
(ii) Institutional Share account if the net asset
value of such account falls below $500,000, and
(iii) Individual Service Share account if the net asset
value of such account falls below $100,000. These
minimums will be waived for investments in 401(k),
403(b) and other qualified retirement
plans. 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
Communication 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, 1997.
Institutional
Individual Institutional Service
Shares Shares Shares
- ------------------------------------------------------------------------------
Shareholder Transaction Expenses
Maximum Initial Sales
Charge on Purchases None None None
Maximum Sales Charge on
Reinvestment of Dividends None None None
Maximum Deferred Sales Charge
(as a percentage of original
purchase price or redemption
proceeds, as applicable) 1.00% None None
Redemption Fees None None None
Exchange Fee None None None
Annualized Fund Operating Expenses
(as a percentage of average net assets)
Investment Adviser Fee 0.75% 0.75% 0.75%
12b-1 Distribution Expense 0.75%(1) None 0.25%(1)
Other Expenses 0.36%(2) 0.24%(3) 0.36%(4)
-------- ---------- ----------
Total Operating Expenses 1.86% 0.99% 1.36%
- -------------------------------------------------------------------------------
(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 and a service fee equal to 0.05% and 0.06%,
respectively, of the Fund's average annual net assets attributable to
Individual Shares.
(3) Includes an administration fee and a service fee equal to 0.05% and 0.04%,
respectively, of the Fund's average annual net assets attributable to
Institutional Shares.
(4) Includes an administrative fee and a service fee equal to 0.05% and 0.06%
respectively, of the Fund's average annual net assets attributable to
Institutional Service Shares.
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 and a 5% annual return on the investment.
1 3
Year Years
- -------------------------------------------------------------------------------
Individual Shares*
- Assuming complete
redemption at end of period $29 $58
- Assuming no redemption $19 $32
Institutional Shares $10 $32
Institutional Service Shares $14 $43
- ------------------------------------------------------------------------------
* Individual Shares redeemed during the first year after purchase are subject to
a 1% CDSC.
** Asuming complete redemption at end of period.
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 and
Institutional Service Shares may result in a long-term shareholder of Individual
Shares or Institutional Service 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 InvestmentObjective And Policies
The Fund's objective is long-term growth of capital and reasonable current
income. Reasonable current income means that amount of income that can be
achieved, consistent with the Fund's goal of long-term growth of capital,from a
predominantly equity portfolio.
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 and
undertake activities 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 suitable for
prudent investment. 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 approximately 1,700 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 (a subset of the 1,700 companies
considered suitable for prudent investment) 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 "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
Catholic Advisory Board will make a good faith effort, using the best publicly
available information obtainable by Wright, to identify those companies and
other issuers of securities on the Investment Lists whose products, services
and/or activities are substantially consistent with core Catholic Church
teachings. The Catholic Advisory Board will be guided by the magisterium of the
Catholic Church and will have sole discretion to interpret Catholic Church
teachings and determine which of the above companies meet the Fund's religious
criteria. The Fund generally will not invest in companies before they have been
reviewed by 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,
respectively. The Catholic Advisory Board will re-evaluate an issuer of the
Fund's portfolio securities when information becomes available to them
indicating that the issuer may no longer meet the Fund's 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. However, Wright does not expect there will be a
material change in performance.
<PAGE>
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, warrants and securities convertible
into stock. As a matter of nonfundamental policy, it is expected that the Fund
will normally be fully invested in equity securities. However, the Fund may
invest up to 20% of its net assets in the short-term debt securities described
under "Defensive and Certain Short-Term Investments." In addition, for temporary
defensive purposes the Fund may hold cash or invest more than 20% of its net
assets in these short-term debt securities.
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 invest up to 30% of its total assets in
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. The Fund may invest up to 5% of its
net assets in warrants. Warrants acquired by the Fund will entitle it to buy
common stock at a specified price and time. The Fund may invest up to 5% of its
net assets in convertible securities. Convertible debt securities and
convertible preferred stock entitle the Fund to acquire the issuer's stock by
exchange or purchase at a predetermined rate.
Borrowing; Portfolio Securities Loans. The Fund may borrow for temporary or
emergency purposes in an amount up to one-third of the Fund's total assets. 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 (e.g., U.S. Government securities or cash equivalents such as
certificates of deposit, commercial paper, and other short-term money market
instruments). 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.
Illiquid Securities. The Fund may purchase restricted securities, including
those eligible for resale to "qualified institutional buyers" pursuant to Rule
144A under the Securities Act of 1933 (the "Securities Act") and commercial
paper sold in reliance on Section 4(2) of the Securities Act. The Trustees will
monitor the Fund's investments in these securities, focusing on certain factors,
including valuation, liquidity and availability of information. The Trustees may
adopt guidelines and delegate to Wright the daily monioring and determination of
the liquidity of restricted securities. Investing in Rule 144A securities could
make the Fund's portfolio less liquid if qualified institutional buyers
temporarily lose interest in buying these securities. Purchases of restricted
securities, other than liquid Rule 144A securities and Section 4(2) commercial
paper, are subject to an investment restriction limiting all the Fund's illiquid
securities to not more than 15% of the Fund's net assets. Illiquid securities
include repurchase agreements maturing in more than seven days, securities that
are not readily marketable and restricted securities.
<PAGE>
Defensive and Certain Short-Term Investments. Under normal market
conditions up to 20% of the Funds net assets or, during periods of unusual
market conditions, when Wright believes that investing for temporary defensive
purposes is appropriate, 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 U.S. dollar denominated, 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 prices of fixed income securities vary inversely with interest rates.
Therefore, the value of the Fund's investments in convertible securities and
short-term obligations will decline when interest rates are rising. 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 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 (i) the Individual Shares to
1.99% of the average daily net assets attributable to Individual Shares, (ii)
the Institutional Shares to 0.99% of the average daily net assets attributable
to Institutional Shares, and (iii) Institutional Service Shares to 1.36% of the
average daily net assets attributable to Institutional Service Shares. This
agreement is voluntary and temporary and may be revised or terminated by Wright
at any time with or without notice to shareholders.
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
<PAGE>
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 eight 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:
Peter M. Donovan, CFA, President and Chief Executive Officer of Wright. Mr.
Donovan received a BA Economics from Goddard College and joined Wright from
Jones, Kreeger & Co., Washington, D.C. 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 from 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 from 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 from Fairfield
University; an MA Mathematics from University of Massachusetts and an MBA
Finance from the 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 from 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.
Amit S. Khandwala, Vice President of Wright. Mr. Khandwala received a BS
(Economics, Accounting, International Business and Computers) from University of
Bombay, India, and an MBA (Investments, Corporate Finance, International Finance
& International Marketing) from the University of Hartford. Mr. Khandwala has
taught in the Executive MBA Program at the University of Hartford Business
School. Mr. Khandwala was involved in the establishing of the Stamford Society
of Securities Analysts and is a member of the New York Society of Security
Analysts and the Hartford Society of Financial Analysts.
Charles T. Simko, Jr., Vice President - Investment Research of Wright. Mr.
Simko received a BS in Mathematics from Fairfield University. He joined Wright
in 1985.
<PAGE>
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.
ANNUAL ADMINISTRATION FEE RATES
Under $100 Million $250 Million Over
$100 Million to $250 Million to $500 Million $500 Million
- -----------------------------------------------------------------
0.07% 0.04% 0.03% 0.02%
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 and Institutional Service 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 and Institutional Service 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 and Institutional
Service 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 on an annual basis up
to 0.75% and 0.25%, respectively, of its average daily net assets attributable
to Individual Shares and Institutional Service 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 and Institutional Service Shares,
including allocable overhead expenses. Distribution expenses not specifically
attributable to the Fund's Individual Shares or Institutional Service 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 or Institutional Service Shares resulting from the Principal
Underwriter's distribution efforts and
<PAGE>
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 payments to intermediaries for providing account
administration and personal and account maintenance services to their customers
who are beneficial owners of shares. The services provided by these
intermediaries may include acting, directly or through an agent, as the sole
shareholder of record, maintaining account records for customers, processing
orders to purchase, redeem or exchange shares for customers, responding to
inquiries from prospective and existing shareholders and assisting customers
with investment procedures. 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
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.
Minimum Initial Investment Individual Shares: $1,000
Institutional Shares: $3,000,000
Institutional Service Shares $500,000
- -------------------------------------------------------------------------------
Waiver of Minimum Initial Investment
o Waived for investments in applicable retirement plans. (Individual Shares
and Institutional Service Shares only.)
o Waived for the Automatic Investment Program. (Individual Shares only.)
- --------------------------------------------------------------------------------
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 Values Investment Trust, to Firs Data Investor Services Group (the
"Transfer Agent") at the following address:
First Data Investor Services Group
Catholic Values Investment Trust
P.O. Box 5123
Westborough,Massachusetts 01581-5123
<PAGE>
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 Values Investment Trust, and mailed to the Transfer Agent at
the above address.
o Identify the account and the account number when sending payment.
- -------------------------------------------------------------------------------
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 Values Investment Trust Equity Fund
(Include your Fund account number)
- -------------------------------------------------------------------------------
Purchasing By Wire - Subsequent Purchases
o Telephone the Fund at (800) 225-6265, Ext. 7750, prior to each
transmission.
o Repeat the wire procedure described above.
- -------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
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
<PAGE>
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 semi-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.
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.
<PAGE>
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:
By Telephone: All shareholders eligible unless otherwise ndicated on
account application.
o Shareholders may telephone the Transfer Agent if the redemption is less
than $50,000. Telephone: (800) 555-0644 between 8:30 a.m. and 4:00 p.m.
Eastern time.
o If the redemption amount exceeds $50,000, telephone the Fund at (800)
225-6265,Ext.7750 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.
<PAGE>
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 During times of economic turmoil and market volatility or as a result of
severe weather or a natural disaster, it may be difficult to contact the Fund by
telephone to institute a redemption. You should contact the Fund in writing if
you are unable to reach the Fund by telephone.
o The Fund may terminate or modify the telephone redemption privilege at
any time with or without notice to shareholders.
- -------------------------------------------------------------------------------
Confirmation Procedures for Telephone Redemptions
o The Fund and the Transfer Agent employ the following procedures to
confirm that instructions received by telephone are genuine. The shareholder's
name, account number, shareholders' identifying number applicable to the account
and other relevant information may be requested. Telephone instructions are
recorded.
o If reasonable procedures, such as those described above, are not
followed, the Fund may be liable for any loss due to unauthorized or fraudulent
telephone instructions. In all other cases, neither the Fund nor the Transfer
Agent will be liable for any loss or expense for acting upon telephone
instructions made according to the telephone transaction procedures described
above.
- -------------------------------------------------------------------------------
By Mail
o Mail the request with a stock power to the following address:
First Data Investor Services Group
Catholic Values 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 unions, 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.
- -------------------------------------------------------------------------------
<PAGE>
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: $500,000
Institutional Servic Share Accounts: $100,000
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.
o These minimum account balance requirements will be waived when the
minimum initial investment requirements are waived.
- -------------------------------------------------------------------------------
THE FUND MAY TERMINATE OR MODIFY THE TELEPHONE REDEMPTION PRIVILEGE AT ANY
TIME WITH OR WITHOUT NOTICE TO SHAREHOLDERS.
The Fund also reserves the right to suspend the right of redemption
generally 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
<PAGE>
(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 re-investment 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 investments, indices, indicators of economic activity or averages of
mutual fund results may be cited or compared with the Fund's investment results.
Rankings or listings by magazines, newspapers, other periodicals or independent
statistical or rating services, such as Lipper Analytical Services, Inc. and
Morningstar, Inc., may also be referenced.
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 three classes of the Fund, designated as the Individual Shares, the
Institutional Shares and the Institutional Service Shares. 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,
each class of shareholders has 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.
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.
<PAGE>
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 and Institutional Service 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 and account balance requirements will be waived for investments
in Individual Shares and Institutional Service Shares by retirement plans.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or Call:
(800) 888-9471 or (203) 330-5197
<PAGE>
Catholic Values Investment Trust Equity Fund
PROSPECTUS
March __, 1997
Catholic Values 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 Values Investment Trust
P.O. Box 5123
Westborough, Massachusetts 01581-5123
Auditors
Deloitte & Touche LLP
125 Summer Street
Boston, MA 02110-1617
Catholic Values Investment Trust Equity Fund
PROSPECTUS
March __, 1997
<PAGE>
PART B
Information Required in a Statement of Additional Information
Subject to Completion
Date of Issuance: -----------, 1997
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 Statement of Additional Information does not constitute a
prospectus.
===============================================================================
STATEMENT OF ADDITIONAL INFORMATION
Individual Shares
Institutional Shares
Institutional Service Shares
March __, 1997
CATHOLIC VALUES 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........................... 5
Trustees, Officers and the
Catholic Advisory Board...................... 6
Control Persons and
Principal Holders of Shares.................. 8
Investment Advisory and
Administrative Services...................... 8
Custodian......................................... 10
Independent Certified Public Accountants.......... 10
Brokerage Allocation.............................. 10
Pricing of Shares................................. 11
Principal Underwriter............................. 11
Service Plan...................................... 12
Taxes............................................. 12
Calculation of Performance and
Yield Quotations............................. 13
Financial Statements.............................. 15
Appendix.......................................... 17
- -------------------------------------------------------------------------------
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 Values Investment Trust (the "Trust")
offering shares of the Catholic Values Investment Trust Equity Fund (the
"Fund"), dated March __, 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: (888)
974-4486) or from the World Wide Web site (http://www.catholicinvestments.com).
<PAGE>
Additional Information about the Trust
Unless otherwise defined herein, capitalized terms have the meaning given
them in the Prospectus.
The Trust is an 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 three classes of shares
outstanding -- Individual Shares, Institutional Shares and Institutional Service
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 in which the Fund may invest are short-term obligations 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 ("GNMA"), 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 ("FNMA").
The Fund has no current intention of investing in securities issued by GNMA
or FNMA or in any other mortgage-backed securities.
<PAGE>
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
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 to the extent set forth in its Prospectus:
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 short-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 with its Custodian in which the Fund will
maintain cash and liquid securities (e.g., U.S. Government securities,
short-term investments as described above
<PAGE>
and equity 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
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.
The Fund has no current intention of investing in when-issued securities.
Illiquid and Restricted Securities. The Fund may purchase securities that
are not registered ("restricted securities") under the Securities Act of 1933
("1933 Act"), including securities offered and sold to "qualified institutional
buyers" under Rule 144A under the 1933 Act. However, the Fund will not invest
more than 15% of its net assets in illiquid investments, which include
repurchase agreements maturing in more than seven days, securities that are not
readily marketable and restricted securities. If the value of the Fund's
illiquid investments increased to more than 15% of net assets, Wright would
begin reducing these investments in an orderly manner to the extent necessary to
comply with the 15% limit. If the Board of Trustees determines, based upon a
continuing review of the trading markets for specific Rule 144A securities, that
they are liquid, then such securities may be purchased without regard to the 15%
limit. The Trustees may adopt guidelines and delegate to Wright the daily
function of monitoring and determining the liquidity of restricted securities.
The Trustees, however, will retain sufficient oversight and be ultimately
responsible for the determinations. The Trustees will carefully monitor the
Fund's investments in these securities, focusing on such important factors,
among others, as valuation, liquidity and availability of information. This
investment practice could have the effect of increasing the level of illiquidity
in the Fund if the qualified institutional buyers become for a time uninterested
in purchasing these restricted securities.
The Fund may acquire other restricted securities including securities for
which market quotations are not readily available. These securities may be sold
only in privately negotiated transactions or in public offerings with respect to
which a registration statement is in effect under the 1933 Act. Where
registration is required, the Fund may be obligated to pay all or part of the
registration expenses and a considerable period may elapse between the time of
the decision to sell and the time the Fund may be permitted to sell a security
under an effective registration statement. If, during such a period, adverse
market conditions were to develop, the Fund might obtain a less favorable price
than prevailed when it decided to sell. Restricted securities will be priced at
fair market value as determined in good faith by the Trust's Trustees. The Fund
does not currently intend to purchase restricted 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.
The Fund does not currently intend to engage in securities loans.
Warrants and Convertible Securities
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 securities are subject both to the credit and
<PAGE>
interest rate risks associated with debt obligations and to the stock
market risk associated with equity securities. Convertible debt securities 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 one of these rating
organizations, be deemed by the trustees to be of comparable quality.
Interest Rate Risk
The market value of the U.S. Government obligations, short-term investments
and convertible securities in which the Fund may invest varies inversely with
changes in the prevailing levels of interest rates. For example, if interest
rates rise after one of the foregoing securities has been purchased, the value
of the security would decline.
Short Sales
The Fund may engage in short sales for tax deferral purposes or in order to
profit from an anticipated decline in the value of a security. The Fund may also
engage in short sales to attempt to limit its exposure to a possible market
decline in the value of its portfolio securities through short sales of
securities which Wright believes possess volatility characteristics similar to
those being hedged. To effect such a transaction, the Fund must borrow the
security sold short to make delivery to the buyer. The Fund then is obligated to
replace the security borrowed by purchasing it at the market price at the time
of replacement. Until the security is replaced the Fund is required to pay to
the lender any accrued interest or dividends and may be required to pay a
premium. The Fund may only make short sales "against the box," meaning that the
Fund either owns the securities sold short or, by virtue of its ownership of
other securities, has the right to obtain securities equivalent in kind and
amount to the securities sold and, if the right is conditional, the sale is made
upon the same conditions.
The Fund has no current intention of engaging in short sales.
Financial Futures Contracts and Related Options
The Fund does not currently intend to purchase or sell financial futures
contracts or related options.
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 equal or 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, except that the Fund may purchase and sell
financial futures contracts, options or financial futures contracts and all
types of currency contracts; or
<PAGE>
(8) Make loans to any person except by (a) the acquisition of debt securities
and making portfolio investments (b) entering 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 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.
Except for the Fund's investment policy with respect to borrowing money, 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*
Retired, formerly 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: 92 Reservoir Avenue, Chestnut Hill, MA 02167
WINTHROP S. EMMET (85), Trustee
Retired New York City Attorney at Law; Trust Officer, First National City Bank,
New York, NY (1963-1971).
Address: Box 327, West Center Road, West Stockbridge, MA 01266
LELAND MILES (72), Trustee
President Emeritus, University of Bridgeport (1987-present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: Tide Mill Landing, 2425 Post Road, Suite 102, Southport, CT 06490
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
LLOYD F. PIERCE (77), Trustee
Retired Vice Chairman (prior to 1984 - President), People's Bank, Bridgeport,
CT; Member, Board of Trustees, People's Bank, Bridgeport, CT; Board of
Directors, Southern Connecticut Gas Company; Chairman, Board of Directors,
COSINE.
Address: 125 Gull Circle North, Daytona Beach, FL 32119
RAYMOND VAN HOUTTE (71), Trustee
President Emeritus and Counselor of The Tompkins County Trust Co., Ithaca,
NY (since January 1989); President and Chief Executive Officer, The Tompkins
County Trust Company (1973-1988); President, New York State Bankers Association
(1987-1988); Director, McGraw Housing Company, Inc., Deanco, Inc., Evaporated
Metal Products and Ithaco, Inc.
Address: One Strawberry Lane, Ithaca, NY 14850
<PAGE>
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 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.
<PAGE>
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.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Aggregate Compensation Pension or Retirement Estimated Annual Benefits Total Compensation
Trustees from the Fund(1) Benefits Accrued Upon Retirement Paid(2)
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter M. Donovan $0 None None $0
H. Day Brigham, Jr. $0 None None $0
A. M. Moody, III $0 None None $0
Winthrop S. Emmet $1,250 None None $5,000
Leland Miles $1,250 None None $3,750
Lloyd F. Pierce $1,250 None None $5,000
Raymond Van Houtte $1,250 None None $5,000
- ---------------------------------------------------------------------------------------------------------------------------------
<FN>
(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).
</FN>
</TABLE>
<TABLE>
<CAPTION>
Aggregate Compensation Pension or Retirement Estimated Annual Benefits
Catholic Advisory Board Members from the Fund(1) Benefits Accrued Upon Retirement
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
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
- -----------------------------------------------------------------------------------------------------------------------------------
<FN>
(1) These compensation amounts are estimated for the Fund's fiscal year ending
December 31, 1997.
</FN>
</TABLE>
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
<PAGE>
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, 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. 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. Mr. Rowland owned 15% of such voting trust receipts. Mr. Brigham
is an officer and trustee of the Trust, and a former 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, 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
<PAGE>
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 Wright for which IBT
serves as custodian. These fees are then reduced by a credit for cash balances
of the Fund in the custody of 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
Deloitte and Touche, 125 Summer Street, Boston, MA 02110-1617, 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 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
<PAGE>
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.
The Fund will not price its securities on the following national holidays:
New Year's Day; Presidents' Day; Good Friday; Memorial Day; Independence Day;
Labor Day; Thanksgiving Day; and Christmas Day.
Principal Underwriter
The Fund has adopted a Distribution Plan as defined in Rule 12b-1 under the
1940 Act (the "Plan") with respect to its Individual Shares and its
Institutional Service Shares. The Plan specifically authorizes the Fund to pay
direct and indirect expenses incurred by any separate distributor or
distributors under agreement with the Fund in activities primarily intended to
result in the sale of its Individual Shares and Institutional Service Shares.
The expenses of these activities will not exceed 0.75% per annum of the Fund's
average daily net assets attributable to Individual Shares and 0.25% per annum
of the Fund's average daily net assets attributable to Institutional Service
Shares. Payments under the Plan are reflected as an expense in the Fund's
financial statements relating to the applicable class of shares.
The Trust has entered into a distribution contract 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 shares.
The Fund will pay per annum 0.75% of its average daily net assets
attributable to Individual Shares and 0.25% of its average daily net assets
attributable to Institutional Service Shares to WISDI for distribution
activities on behalf of the Fund in connection with the sale of its Individual
Shares and Institutional Service Shares, respectively. 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.
<PAGE>
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 or Institutional Service Shares issued by the Fund: fees and
expenses of registering these shares 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 these shares, they will
be considered to be expenses contemplated by and included in the Plan, but not
subject to the 0.75% or 0.25% per annum limitations described above.
Under the 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 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
by the Individual Shares or Institutional Service Shares for the services
described therein without approval of a majority of the outstanding Individual
Shares or Institutional Service Shares, respectively. All material amendments of
the Plans must also be approved by the trustees of the Trust in the manner
described above. The Plan may be terminated as to the Individual Shares or the
Institutional Service Shares 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 or
Institutional Service Shares, respectively. 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 or
Institutional Service Shares, as appropriate.
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 and
Institutional Service 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.
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
<PAGE>
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
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 pershare on the last day of the period.
<PAGE>
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, in advertisements, in sales literature, or in reports to
shareholders, the past performance of the Fund may be illustrated and/or
compared with that of other mutual funds with similar investment objectives, and
to stock or other relevant indices. In addition, the performance of the Fund may
be compared to alternative investment or savings vehicles and/or to indexes or
indicators of economic activity, e.g., inflation or interest rates. Performance
rankings and listings reported in newspapers or national business and financial
publications, such as Barron's, Business Week, Consumers Digest, Consumer
Reports, Financial World, Forbes, Fortune, Investors Business Daily, Kiplinger's
Personal Finance Magazine, Money Magazine, New York Times, Smart Money, USA
Today, U.S. News and World Report, The Wall Street Journal and Worth may also be
cited (if the Fund is listed in any such publication) or used for comparison, as
well as performance listings and rankings from various other sources including
Bloomberg Financial Markets, CDA/Wiesenberger, Donoghue's Mutual Fund Almanac,
Investment Company Data, Inc., Johnson's Charts, Kanon Bloch Carre and Co.,
Lipper Analytical Services, Inc., Micropal, Inc., Morningstar, Inc., Schabacker
Investment Management and Towers Data Systems, Inc.
In addition, from time to time quotations from articles from financial
publications such as those listed above may be used in advertisements, in sales
literature, or in reports to shareholders of the Fund.
<PAGE>
CATHOLIC VALUES INVESTMENT TRUST EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES
January 31,1997
- -------------------------------------------------------------------------------
ASSETS:
Cash ................................................ $ 100,000
Deferred Organization expenses (Note 2).............. 95,000
------------
Total Assets.................................... $ 195,000
------------
LIABILITIES:
Accrued organization expenses....................... 95,000
------------
Net assets (applicable to 10,000 shares of
beneficial interest issued and outstanding ... $ 100,000
=============
NET ASSET VALUE, OFFERING PRICE,
AND REDEMPTION PRICE PER SHARE............... $ 10.00
=============
NOTES:
(1) Catholic Values Investment Trust Equity Fund is a separate series of
Catholic Values Investment Trust (the "Trust"). A sale of interest
therein at the purchase price of $10 per share was made by Wright
Investors' Service (the "initial interests").
(2) Organization expenses are being deferred and will be amortized on a
straight line basis over a period not to exceed five years, commencing on
the effective date of the Fund's initial offering of its shares. The
amount paid by the Fund on any withdrawal by the holders of the initial
interests of any of the respective initial interests will be reduced by a
portion of any unamortized organization expenses, determined by the
proportion of the amount of the initial interests withdrawn to the
initial interests then outstanding.
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Trustees and Shareholders of
Catholic Values Investment Trust Equity Fund:
We have audited the accompanying statement of assets and liabilities of
Catholic Values Investment Trust Equity Fund (one of the series of Catholic
Values Investment Trust) (the Trust) as of January 31, 1997. This financial
statement is the responsibility of the Trust's management. Our responsibility is
to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, such statement of assets and liabilities presents
fairly, in all material respects, the financial position of Catholic Values
Investment Trust Equity Fund as of January 31, 1997, in conformity with
generally accepted accounting principles.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 31, 1997
<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
<PAGE>
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.
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.
<PAGE>
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, January 31, 1997.
Independent Auditors' Report.
(b) Exhibits:
(1) (a) Declaration of Trust dated November 25, 1996 filed as
Exhibit No. (1) to the Registration Statement filed on
December 2, 1996 and incorporated herein by reference.
(b) Amendment to Declaration of Trust filed herewith as
Exhibit No. (1)(b).
(2) By-Laws filed herewith as Exhibit No. (2).
(3) Not Applicable
(4) Not Applicable
(5) (a) Form of Investment Advisory Contract with Wright Investors'
Service, Inc. filed herewith as Exhibit No. (5)(a).
(b) Form of Administration Agreement with Eaton Vance Management
filed herewith as Exhibit No. (5)(b).
(6) Form of Distribution Contract between the Fund and Wright
Investors' Service Distributors, Inc. filed herewith as
Exhibit No. (6).
(7) Not Applicable
(8) (a) Custodian Agreement with Investors Bank & Trust Company
dated December 19, 1990.
(b) Amendment to Custodian Agreement dated September 20, 1995.
(c) Form of Custodian Agreement with Investors Bank & Trust
Company filed herewith as Exhibit No. (8).
(9) Not Applicable
(10) Not Applicable
(11) Consent of the Independent Certified Public Accountants filed
herewith as Exhibit No. (11).
(12) Not Applicable
(13) Share Purchase Agreement filed herewith as Exhibit No. (13).
(14) Not Applicable
(15) Form of Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940 filed herewith as Exhibit
No. (15).
(16) Form of Rule 18f-3 Plan filed herewith as Exhibit No. (16).
(17) Power of Attorney filed herewith as Exhibit No. (17).
(18) Service Plan
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
All of the following investment companies have Investment Advisory
Contracts with Wright:
Catholic Values 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.
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 Values Investment Trust
The Wright Managed Blue Chip Series Trust
The Wright EquiFund Equity Trust
The Wright Managed Equity Trust
The Wright Managed Income Trust
<PAGE>
<TABLE>
<CAPTION>
(b) (1) (2) (3)
Name and Principal Positions and Officers Positions and Offices
Business Address with Principal Underwriter with Registrant
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
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.
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 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.
(b) 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.
(c) The Registrant undertakes to assist shareholders seeking to remove a
trustee(s) of the Registrant if required to do so by Section 16(c) of
the Investment Company Act of 1940 and in the manner set forth therein.
<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 Pre-Effective Amendment
No. 1 to the 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__ day of February, 1997.
CATHOLIC VALUES 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 Pre-Effective
Amendment No. 1 to the 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 February __, 1997
- --------------------- Executive Officer & Trustee
Peter M. Donovan
/s/ James L. O'Connor Treasurer, Principal February __, 1997
- ---------------------- Financial and Accounting Officer
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee February __, 1997
- -----------------------
H. Day Brigham, Jr.
/s/ A. M. Moody III Trustee February __, 1997
- ----------------------
A. M. Moody III
/s/ Winthrop S. Emmet Trustee February __, 1997
- ----------------------
Winthrop S. Emmet
/s/ Leland Miles Trustee February __, 1997
- --------------------
Leland Miles
/s/ Lloyd F. Pierce Trustee February __, 1997
- --------------------
Lloyd F. Pierce
/s/ Raymond Van Houtte Trustee February __, 1997
- ----------------------
Raymond Van Houtte
<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)(b) Amendment to Declaration of Trust
(2) By-Laws
(5)(a) Form of Investment Advisory Contract with Wright
Investors' Service, Inc.
(b) Administration Agreement with Eaton Vance Management
(6) Form of Distribution Contract between the Fund and
Wright Investors' Service Distributors, Inc
(8)(a) Custodian Agreement with Investors' Bank & Trust Company
dated December 19,1990
(b) Amendment to Custodian Agreement dated September 20,1995
(c) Form of Custodian Agreement with Investors Bank & Trust Company
(11) Consent of the Independent Certified Public Accountants
(13) Share Purchase Agreement.
(15) Form of Distribution Plan pursuant to Rule 12b-1 under the
Investment Company Act of 1940
(16) Form of Rule 18f-3 Plan
(17) Power of Attorney
(18) Form of Service Plan
EXHIBIT 1(b)
Amendment
to
Declaration of Trust
of
Catholic Investment Trust
The undersigned, being a majority of the Trustees of Catholic
Investment Trust, a Massachusetts business trust (the "Trust"), acting pursuant
to Article 8, Section 8.4 of the Declaration of Trust of the Trust dated
November 25, 1996, as amended (the "Declaration"), do hereby amend the
Declaration as follows:
1. Name of Trust.
Effective as of the date hereof the name of the Trust shall be
Catholic Values Investment Trust. All references to Catholic
Investment Trust and/or the Trust in the Declaration shall
hereinafter mean Catholic Values Investment Trust.
2. Article 5, Section 5.5.
The first and second sentences of Article 5, Section 5.5 are
hereby deleted in their entirety and replaced by the following:
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
Values Investment Trust Equity Fund (the "Existing Series").
The Existing Series consists of three classes of shares - the
Individual Shares, Institutional Shares, and Institutional
Service Shares.
IN WITNESS WHEREOF, the undersigned Trustees have caused this amendment
to be executed this ___ day of February, 1997.
/s/ Peter M. Donovan /s/ A. M. Moody, III
- ----------------------- --------------------------------
Peter M. Donovan A. M. Moody, III
As Trustee and not individually As Trustee and not individually
/s/ H. Day Brigham, Jr. /s/ Lloyd F. Pierce
- ------------------------------- --------------------------------
H. Day Brigham, Jr. Lloyd F. Pierce
As Trustee and not individually As Trustee and not individually
/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- ------------------------------- ---------------------------------
Winthrop S. Emmet Raymond Van Houtte
As Trustee and not individually As Trustee and not individually
/s/ Leland Miles
- -------------------------------
Leland Miles
As Trustee and not individually
EXHIBIT 2
By-Laws
of
Catholic Values 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
<PAGE>
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.
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.
<PAGE>
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 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
<PAGE>
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
<PAGE>
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 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
<PAGE>
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
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
<PAGE>
(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.
<PAGE>
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 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
<PAGE>
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 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
<PAGE>
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.
<PAGE>
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.
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
<PAGE>
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 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.
<PAGE>
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
<PAGE>
(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.
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
<PAGE>
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.
<PAGE>
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.
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.
<PAGE>
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.
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.
* * * * * * * * * * * * * * * * * * * *
EXHIBIT 5(a)
Investment Advisory Contract
CONTRACT made this 28th day of February, 1997, between CATHOLIC VALUES
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), and WRIGHT
INVESTORS' SERVICE, INC., a Connecticut corporation (the "Adviser"):
1. Duties of the Adviser. The Trust hereby employs the Adviser to act
as investment adviser for and to manage the investment and reinvestment of the
assets of the Trust and, except as otherwise provided in an administration
agreement, to administer its affairs, subject to the supervision of the Trustees
of the Trust, for the period and on the terms set forth in this Contract. The
Adviser will perform these duties with respect to any and all series of shares
("Funds") which may be established by the Trustees pursuant to the Trust's
Declaration of Trust. Funds may be terminated and additional Funds established
from time to time by action of the Trustees of the Trust.
The Adviser hereby accepts such employment, and undertakes to afford to
the Trust the advice and assistance of the Adviser's organization in the choice
of investments and in the purchase and sale of securities for each Fund and to
furnish for the use of the Trust office space and all necessary office
facilities, equipment and personnel for servicing the investments of the Funds
and for administering the Trust's affairs and to pay the salaries and fees of
all officers and Trustees of the Trust who are members of the Adviser's
organization and all personnel of the Adviser performing services relating to
research and investment activities. The Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as otherwise expressly
provided or authorized, have no authority to act for or represent the Trust in
any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide the Trust with such investment management and
supervision as the Trust may from time to time consider necessary for the proper
supervision of its Funds. As investment adviser to the Funds, the Adviser shall
furnish continuously an investment program and shall determine from time to time
what securities shall be purchased, sold or exchanged and what portion of each
Fund's assets shall be held uninvested, subject always to the applicable
restrictions of the Declaration of Trust, By-Laws and registration statement of
the Trust under the Investment Company Act of 1940, all as from time to time
amended. The Adviser is authorized, in its discretion and without prior
consultation with the Trust, but subject to each Fund's investment objective,
policies and restrictions, to buy, sell, lend and otherwise trade in any stocks,
bonds, options and other securities and investment instruments on behalf of the
Funds, to purchase, write or sell options on securities, futures contracts or
indices on behalf of the Funds, to enter into commodities contracts on behalf of
the Funds, including contracts for the future delivery of securities or currency
and futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the Funds. Should the Trustees of the Trust at
any time, however, make any specific determination as to investment policy for
the Funds and notify the Adviser thereof in writing, the Adviser shall be bound
by such determination for the period, if any, specified in such notice or until
similarly notified that such determination has been revoked. The Adviser shall
take, on behalf of the Funds, all actions which it deems necessary or desirable
to implement the investment policies of the Trust and of each Fund.
<PAGE>
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Fund with brokers or dealers selected
by the Adviser, and to that end the Adviser is authorized as the agent of the
Fund to give instructions to the custodian of the Fund as to deliveries of
securities and payments of cash for the account of a Fund or the Trust. In
connection with the selection of such brokers or dealers and the placing of such
orders, the Adviser shall use its best efforts to seek to execute portfolio
security transactions at prices which are advantageous to the Funds and (when a
disclosed commission is being charged) at reasonably competitive commission
rates. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services and products (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934) to the Adviser. The Adviser is expressly
authorized to cause the Funds to pay any broker or dealer who provides such
brokerage and research service and products a commission for executing a
security transaction which is in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if the
Adviser determines in good faith that such amount of commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer, viewed in terms of either that particular transaction or the
overall responsibilities which the Adviser and its affiliates have with respect
to accounts over which they exercise investment discretion. Subject to the
requirement set forth in the second sentence of this paragraph, the Adviser is
authorized to consider, as a factor in the selection of any broker or dealer
with whom purchase or sale orders may be placed, the fact that such broker or
dealer has sold or is selling shares of the Fund or the Trust or of other
investment companies sponsored by the Adviser.
2. Compensation of the Adviser. For the services, payments and
facilities to be furnished hereunder by the Adviser, the Trust on behalf of each
Fund shall pay to the Adviser on the last day of each month a fee equal
(annually) to the percentage or percentages specified in Annex A of the average
daily net assets of such Fund throughout the month, computed in accordance with
the Trust's Declaration of Trust, registration statement and any applicable
votes of the Trustees of the Trust.
In case of the initiation or termination of the Contract during any
month with respect to any Fund, each Fund's fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Contract is in effect and the fee shall be computed upon the average net assets
for the business days the Contract is so in effect for that month.
The Adviser may, from time to time, waive all or a part of the above
compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all of its expenses other than those expressly stated to be payable by
the Adviser hereunder, which expenses payable by the Trust shall include,
without limitation (i) expenses of maintaining the Trust and continuing its
existence, (ii) registration of the Trust under the Investment Company Act of
1940, (iii) commissions, fees and other expenses connected with the purchase or
sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase and
redemption of shares, (viii) expenses of registering and qualifying the Trust
and its shares under federal and state securities laws and of preparing and
printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registration of the Trust and of the Trust's principal underwriter, if any, as
broker-dealer or agent under state securities laws, (ix) expenses of reports and
notices to shareholders and of meetings of shareholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) association membership dues,
<PAGE>
(xiii) fees, expenses and disbursements of custodians and subcustodians for
all services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents and registrars for all
services to the Trust, (xv) expenses for servicing shareholder accounts, (xvi)
any direct charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust who are not
"interested" Trustees as such term is defined in the Investment Company Act of
1940, (xviii) the administration fee payable to the Trust's administrator, and
(xix) such nonrecurring items as may arise, including expenses incurred in
connection with litigation, proceedings and claims and the obligation of the
Trust to indemnify its Trustees and officers with respect thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust are or may be or become interested in the Adviser as
directors, officers, employees, stockholders or otherwise and that directors,
officers, employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser are or may
be or become interested (as directors, trustees, officers, employees,
stockholders or otherwise) in other companies or entities (including, without
limitation, other investment companies) which the Adviser may organize, sponsor
or acquire, or with which it may merge or consolidate, and which may include the
words "Wright" or "Wright Investors" or any combination thereof as part of their
names, and that the Adviser or its subsidiaries or affiliates may enter into
advisory or management agreements or other contracts or relationships with such
other companies or entities.
5. Limitation of Liability of the Adviser. The services of the Adviser
to the Trust are not to be deemed to be exclusive, the Adviser being free to
render services to others and engage in other business activities. In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser, the
Adviser shall not be subject to liability to the Trust or to any shareholder of
the Trust for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses which may be sustained in the purchase,
holding or sale of any security.
6. Sub-Investment Advisers. The Adviser may employ one or more
subinvestment advisers from time to time to perform such of the acts and
services of the Adviser, including the selection of brokers or dealers to
execute the Trust's portfolio security transactions, and upon such terms and
conditions as may be agreed upon between the Adviser and such subinvestment
adviser provided, however, that any such subadvisory agreement shall be subject
to such approval by the Trustees and shareholders of the Trust as shall be
required under the Investment Company Act of 1940.
7. Duration and Termination of this Contract. This Contract shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1999 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1999 is specifically approved at least annually (i) by the vote of
a majority of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund and (ii) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the Adviser or the
Trust, in each case cast in person at a meeting called for the purpose of voting
on such approval.
<PAGE>
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Fund, without the payment
of any penalty, by action of its Board of Directors or Trustees, as the case may
be, and the Trust may, at any time upon such written notice to the Adviser,
terminate this Contract as to any Fund by vote of a majority of the outstanding
voting securities of that Fund. This Contract shall terminate automatically in
the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Contract shall be effective as to that Fund until approved (i) by the vote
of a majority of those Trustees of the Trust who are not interested persons of
the Adviser or the Trust cast in person at a meeting called for the purpose of
voting on such approval, and (ii) by vote of a majority of the outstanding
voting securities of that Fund.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the Trust for payment of claims or obligations as
between the Trust and Adviser arising out of this Contract and shall not seek
satisfaction from the shareholders or any shareholder of the Trust. No Fund
shall be liable for the obligations of any other Fund hereunder.
10. Certain Definitions. The terms "assignment" and "interested
persons" when used herein shall have the respective meanings specified in the
Investment Company Act of 1940 as now in effect or as hereafter amended subject,
however, to such exemptions as may be granted by the Securities and Exchange
Commission by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at a meeting of shareholders of the Fund if the holders of
more than 50 per centum of the outstanding shares of the particular Fund are
present or represented by proxy at the meeting, or (b) more than 50 per centum
of the outstanding shares of the particular Fund.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
the Trust of the name "Wright" as part of the Trust's name and the name of each
Fund should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright". The
Adviser shall have the right to require the Trust to cease using the name
"Wright" as part of the Trust's name and the name of each Fund if the Trust
ceases, for any reasons, to employ the Adviser or one of its affiliates as the
Trust's investment adviser. Future names adopted by the Trust for itself and its
Funds, insofar as such names include identifying words requiring the consent of
the Adviser, shall be the property of the Adviser and shall be subject to the
same terms and conditions.
CATHOLIC VALUES INVESTMENT TRUST WRIGHT INVESTORS' SERVICE, INC.
By:____________________________________ By:_________________________________
Peter M. Donovan Judith R. Corchard
<PAGE>
ANNEX
ANNUAL ADVISORY FEE RATES
Under $500 Million
$500 to Over
FUN Million $1 Billion $1 Billion
- -------------------------------------------------------------------------------
Catholic Values Investment Trust
Equity Funds 0.75% 0.73% 0.68%
- -------------------------------------------------------------------------------
EXHIBIT 5(b)
Administration Agreement
AGREEMENT made on this 28th day of February, 1997, by and between
CATHOLIC VALUES INVESTMENT TRUST, a Massachusetts business trust (the "Trust"),
and EATON VANCE MANAGEMENT, a Massachusetts business trust (the
"Administrator").
1. Duties of the Administrator. The Trust hereby employs the
Administrator to administer the affairs of the Trust, subject to the supervision
of the Trustees of the Trust, for the period and on the terms set forth in this
Agreement. The Administrator shall perform these duties with respect to any and
all series of shares ("Funds") which may be established by the Trustees pursuant
to the Declaration of Trust of the Trust. Funds may be terminated and additional
Funds established from time to time by action of the Trustees of the Trust.
The Administrator hereby accepts such employment, and agrees to
administer the Trust's business affairs and, in connection therewith, to furnish
for the use of the Trust office space and all necessary office facilities,
equipment and personnel for administering the affairs of the Trust and to pay
the salaries and fees of all officers and Trustees of the Trust who are members
of the Administrator's organization and all personnel of the Administrator
performing management and administrative services for the Trust. The
Administrator shall for all purposes herein be deemed to be an independent
contractor and shall, except as otherwise expressly provided or authorized, have
no authority to act for or represent the Trust in any way or otherwise be deemed
an agent of the Trust.
The services of the Administrator to the Trust are not to be deemed to
be exclusive, the Administrator being free to render services to others and
engage in other business activities.
2. Compensation of the Administrator. For the services, payments and
facilities to be furnished hereunder by the Administrator, the Trust, on behalf
of each Fund agrees to pay to the Administrator on the last day of each month a
fee equal (annually) to 0.07% of the average daily net asset value of such Fund
under $100 million, 0.04% of the average daily net asset value of such Fund
between $100 million and $250 million, 0.03% of the average daily net asset
value of such Fund between $250 million and $500 million and 0.02% of the
average daily net asset value of the Fund in excess of $500 million. Such fee
shall be computed in accordance with the Declaration of Trust, the registration
statement under the Securities Act of 1933 and any applicable votes of the
Trustees of the Trust.
In case of initiation or termination of this Agreement during any month
with respect to any Fund, the fee for that month shall be reduced
proportionately on the basis of the number of calendar days during which the
Agreement is in effect and the fee shall be computed upon the average net assets
for the business days it is so in effect for that month.
<PAGE>
The Administrator may, from time to time, waive all or a part of the
above compensation.
3. Allocation of Charges and Expenses. It is understood that the Trust
will pay all of its expenses other than those expressly stated to be payable by
the Administrator hereunder, which expenses payable by the Trust shall include,
without implied limitation, (i) expenses of maintaining the Trust and continuing
its existence, (ii) registration of the Trust under the Investment Company Act
of 1940, (iii) commissions, fees and other expenses connected with the purchase
or sale of securities, (iv) auditing, accounting and legal expenses, (v) taxes
and interest, (vi) governmental fees, (vii) expenses of issue, sale, repurchase
and redemption of shares, (viii) expenses of registering and qualifying the
Trust and its shares under federal and state securities laws and of preparing
and printing prospectuses for such purposes and for distributing the same to
shareholders and investors, and fees and expenses of registering and maintaining
registrations of the Trust and of the Trust's principal underwriter, if any, as
a broker-dealer or agent under state securities laws, (ix) expenses of reports
and notices to shareholders and of meetings of shareholders and proxy
solicitations therefor, (x) expenses of reports to governmental officers and
commissions, (xi) insurance expenses, (xii) association membership dues, (xiii)
fees, expenses and disbursements of custodians and subcustodians for all
services to the Trust (including without limitation safekeeping of funds and
securities, keeping of books and accounts and determination of net asset value),
(xiv) fees, expenses and disbursements of transfer agents, dividend disbursing
agents, shareholder servicing agents and registrars for all services to the
Trust, (xv) expenses for servicing shareholder accounts, (xvi) any direct
charges to shareholders approved by the Trustees of the Trust, (xvii)
compensation of and any expenses of Trustees of the Trust who are not
"interested" Trustees as such term is defined in the Investment Company Act of
1940, (xviii) the investment advisory fee payable to the Trust's investment
adviser, and (xi) such nonrecurring items as may arise, including expenses
incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
4. Other Interests. It is understood that Trustees, officers and
shareholders of the Trust or the Funds are or may be or become interested in the
Administrator as trustees, officers, employees, shareholders or otherwise and
that trustees, officers, employees and shareholders of the Administrator are or
may be or become similarly interested in the Trust, and that the Administrator
may be or become interested in the Trust or the Funds as a shareholder or
otherwise. It is also understood that trustees, officers, employees and
shareholders of the Administrator may be or become interested (as directors,
trustees, officers, employees, stockholders or otherwise) in other companies or
entities (including, without limitation, other investment companies) which the
Administrator may organize, sponsor or acquire, or with which it may merge or
consolidate, and that the Administrator or its subsidiaries or affiliates may
enter into advisory, management or administration agreements or other
<PAGE>
contracts or relationships with such other companies or entities.
5. Limitation of Liability of the Administrator. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Administrator, the
Administrator shall not be subject to liability to the Trust or to any
shareholder of the Trust for any act or omission in the course of, or connected
with, rendering services hereunder or for any losses which may be sustained in
the purchase, holding or sale of any security or other instrument, including
options and futures contracts.
6. Duration and Termination of this Agreement. This Agreement shall
become effective upon the date of its execution, and, unless terminated as
herein provided, shall remain in full force and effect as to each Fund to and
including February 28, 1999 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 1999 is specifically approved at least annually by the Trustees of
the Trust.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Agreement as to any Fund, without the
payment of any penalty, by action of the Trustees of the Trust or the trustees
of the Administrator, as the case may be, and the Trust may, at any time upon
such written notice to the Administrator, terminate this Agreement as to any
Fund by vote of a majority of the outstanding voting securities of that Fund.
This Agreement shall terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended as to any
Fund by a writing signed by both parties hereto, provided that no amendment to
this Agreement shall be effective as to that Fund until approved by the vote of
a majority of the Trustees of the Trust.
8. Limitation of Liability. The Administrator expressly acknowledges
the provision in the Declaration of Trust of the Trust limiting the personal
liability of shareholders of the Trust, and the Administrator hereby agrees that
it shall have recourse only to the Trust for payment of claims or obligations as
between the Trust and the Administrator arising out of this Agreement and shall
not seek satisfaction from the shareholders or any shareholder of the Trust. No
Fund shall be liable for the obligations of any other Fund hereunder.
9. Certain Definitions. The terms "assignment" and "interested persons"
when used herein shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended subject, however,
to such exemptions as may be granted by the Securities and Exchange Commission
<PAGE>
by any rule, regulation or order. The term "vote of a majority of the
outstanding voting securities of that Fund" shall mean the vote of the lesser of
(a) 67 per centum or more of the shares of the particular Fund present or
represented by proxy at the meeting if the holders of more than 50 per centum of
the outstanding shares of the particular Fund are present or represented by
proxy at the meeting, or (b) more than 50 per centum of the outstanding shares
of the particular Fund.
CATHOLIC VALUES INVESTMENT TRUST EATON VANCE MANAGEMENT
By:_________________________________ By:________________________________
Peter M. Donovan Alan R. Dynner
EXHIBIT 6
Distribution Contract
Distribution Contract dated February 28, 1997, between CATHOLIC VALUES
INVESTMENT TRUST, a Massachusetts business trust (the "Trust"), and WRIGHT
INVESTORS' SERVICE DISTRIBUTORS, INC., a Delaware corporation (the
"Distributor").
In consideration of the mutual promises and undertakings herein
contained, the parties hereto agree as follows:
1. Appointment as Distributor. The Trust hereby appoints the
Distributor as a general distributor of shares of beneficial interest of each
series (the "Funds") of shares (the "shares") which may be established by the
Trustees pursuant to the Declaration of Trust of the Trust. Nothing herein shall
be construed to prevent the Trust from employing other general distributors of
the shares or to prohibit the Trust from acting as distributor of its shares,
and the Trust reserves the right to sell its shares to investors upon
applications received by the Trust or its agents.
2. Distributions by Distributor. The Distributor will have the right to
obtain subscriptions for and to sell shares as agent of the Trust. The
Distributor shall be under no obligation to effectuate any particular amount of
sales of shares or to promote or make sales except to the extent the Distributor
deems advisable. Nothing herein shall be deemed to obligate the Distributor to
register or qualify as a broker or dealer in any state, territory or other
jurisdiction in which it is not now registered or qualified or to maintain its
registration or qualification in any state, territory or other jurisdiction in
which it is now registered or qualified. The right granted to obtain
subscriptions for and sell shares of the Funds shall be exclusive, except that
said exclusive right shall not apply to shares issued to (1) employee benefit
plans having 50 or more eligible employees; (2) charitable organizations; (as
defined in Section 501(c)(3) of the Internal Revenue Code); (3) current or
retired officers, directors, or full-time employees of The Winthrop Corporation
(or its direct or indirect subsidiaries) or current or former Trustees or
officers of a Wright managed mutual fund; (4) spouses of individuals described
in (3); (5) guardians or trustees of a trust for the sole benefit of the minor
child or other dependent of an individual described in (3); (6) charitable
remainder trusts or life income pools established for the benefit of a
charitable organization (as defined in Section 501(c)(3) of the Internal Revenue
Code); or (7) bank trust departments purchasing shares either for their own
account or for the account of their clients, or (8) individual clients of Wright
Investors' Service. Such exclusive right also shall not apply to shares issued
in connection with the merger or consolidation of any other investment company
or personal holding company with a Fund or the acquisition by purchase or
otherwise of all (or substantially all) the assets or the outstanding shares of
any such company, by the Trust; or shares, if any, issued by a Fund in
distribution of net investment income or
<PAGE>
realized capital gains of the Fund payable in shares or in cash at the
option of the shareholder.
3. Public Offering Price. All subscriptions and sales of shares by the
Distributor hereunder shall be at the public offering price. The public offering
price shall be (1) the applicable net asset value of the shares in accordance
with the provisions of the then current Prospectus of the applicable Fund (2)
plus any purchase adjustment as described in the current Prospectus of the
applicable Fund and (3) the applicable sales charge, if any.
4. Repurchase of Shares. The Distributor may act as agent for the Trust
in connection with the repurchase of shares by the Trust upon the terms and
conditions set forth in the then current Prospectus of the applicable Fund. The
Trust will reimburse the Distributor for any reasonable expenses incurred by the
Distributor in connection with any such repurchase of shares for the account of
the Trust.
5. Cooperation by the Trust. The Trust agrees to execute such papers
and to do such acts and things as shall from time to time be reasonably
requested by the Distributor for the purpose of qualifying and maintaining
qualification of the shares for sale under the so-called "Blue Sky" laws of any
state or territory or for maintaining the registration of the Trust and of the
shares under the Securities Act of 1933 and the Investment Company Act of 1940,
to the end that there will be available for sale from time to time such number
of shares as the Distributor may reasonably be expected to sell. The Trust will
advise the Distributor promptly of (i) any action of the Securities and Exchange
Commission or any authorities of any state or territory, of which it may be
advised, affecting registration or qualification of the Trust or the shares, or
rights to offer the shares for sale, and (ii) the happening of any event which
makes untrue any statement in the registration statement or Prospectus or which
requires the making of any change in the registration statement or Prospectus in
order to make the statements therein not misleading. The Trust shall make
available to the Distributor such copies of each Fund's currently effective
Prospectus and of all information, financial statements and other papers as the
Distributor shall reasonably request in connection with the distribution of
shares of the Funds.
6. The Distributor as Independent Contractor. The Distributor shall be
an independent contractor and neither the Distributor nor any of its officers or
employees as such is or shall be an employee of the Trust. The Distributor is
responsible for its own conduct and the employment, control and conduct of its
agents and employees and for injury to such agents or employees or to others
through its agents or employees. The Distributor assumes full responsibility for
its agents and employees under applicable statutes and agrees to pay all
employer taxes thereunder.
7. Representations. The Distributor is not authorized by the Trust to
give any information or to make any representations other than those contained
in the registration
<PAGE>
statement or Prospectuses filed with the Securities and Exchange Commission
under the Securities Act of 1933 (as said registration statement and
Prospectuses may be amended from time to time) or contained in shareholder
reports or other material that may be prepared by or on behalf of the Funds for
the Distributor's use. Nothing herein shall be construed to prevent the
Distributor from preparing and distributing sales literature or other material
as it may deem appropriate.
8. Compensation. The compensation for the services of the Distributor
under this Agreement shall be (i) the retention of any sales charges applicable
to the subject shares, and (ii) those amounts payable to the Distributor as
reimbursement of expenses pursuant to any distribution plan for the Trust which
may be in effect. Nothing contained herein shall relieve the Trust of any
obligations under its management contract or any other contract with any
affiliate of the Distributor.
9. Expenses Payable by the Fund. The Trust, on behalf of each Fund,
shall pay for and affix any stock issue stamps (or in the case of treasury
shares transfer stamps) required for the issue (or transfer) of shares of the
Funds. The Trust, on behalf of each Fund, shall pay all fees and expenses in
connection with (a) the preparation and filing of any registration statement and
Prospectus under the Securities Act of 1933 or the Investment Company Act of
1940 and amendments thereto, (b) the registration or qualification of shares for
sale in the various states, territories or other jurisdictions (including
without limitation the registering or qualifying the Trust as a broker or dealer
or any officer of the Trust as agent or salesman in any state, territory or
other jurisdiction), (c) the preparation and distribution of any report or other
communication to shareholders of each Fund in their capacity as such, and (d)
the preparation and distribution of any Prospectuses sent to existing
shareholders of the Funds. The Trust, on behalf of each Fund, shall also make
all payments (including but not limited to expenses) pursuant to any written
plan or agreement relating to the implementation of such plan approved in
accordance with Rule 12b-1 under the Investment Company Act of 1940 in
connection with the distribution of each Fund's shares.
10. Expenses Payable by the Distributor. The Distributor or its parent
will defray expenses of (a) printing and distributing any Prospectuses or
reports prepared for its use in connection with the offering of the shares for
sale to the public (other than to existing shareholders of the Funds), (b) any
other literature used by the Distributor in connection with such offering, and
(c) any advertising in connection with such offering, unless any of the expenses
listed in subparagraphs (a), (b) or (c) of this paragraph 9 are to be paid by
the Trust, on behalf of each Fund, under a Rule 12b-1 plan or agreement relating
to the implementation of such plan as described in paragraph 9 hereof.
11. Indemnification of the Distributor. The Trust, on behalf of each
Fund, agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the Distributor
within the meaning of
<PAGE>
Section 15 of the 1933 Act against any loss, liability,
claim, damages or expense (including the reasonable cost of investigating or
defending any alleged loss, liability, claim, damages, or expense and reasonable
counsel fees incurred in connection therewith), arising by reason of any person
acquiring any shares, based upon the ground that the registration statement,
Prospectus, shareholder reports or other information filed or made public by the
Trust, with respect to each Fund, as from time to time amended and supplemented,
included an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary in order to make the statements
therein not misleading and arising under the Securities Act of 1933, or any
other statute or the common law, provided, however, that the Trust does not
agree to so indemnify the Distributor or hold it harmless to the extent that
such statement or omission was made on reliance upon, and in conformity with,
information furnished to the Trust in connection therewith by or on behalf of
the Distributor; and provided, further, that in no case (i) is the indemnity of
the Trust in favor of the Distributor or any person indemnified to be deemed to
protect the Distributor or any such person against any liability to the Trust or
its security holders to which the Distributor or any controlling person would
otherwise be subject by reason of wilful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Contract, or (ii) is the
Trust, on behalf of a Fund, to be liable under its indemnity agreement contained
in this paragraph with respect to any claim made against the Distributor or any
person indemnified hereunder unless the Distributor or such person, as the case
may be, shall have notified the Trust in writing of such claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the
Distributor or such person (or after the Distributor or such person shall have
received notice of such service on any designated agent), but failure to notify
the Trust of any such claim shall not relieve it from any liability which it may
have to the Distributor or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. The Trust shall be entitled to participate at its own expense in the
defense, or, if it so elects, to assume the defense of any suit brought to
enforce any such claim, but if the Trust elects to assume the defense, such
defense shall be conducted by counsel chosen by it and satisfactory to the
Distributor or such person or persons, defendant or defendants in the suit. In
the event the Trust elects to assume the defense of any such suit and retain
such counsel, the Distributor, such officers or directors or such controlling
person or persons, defendant or defendants in the suit, shall bear the fees and
expenses of any additional counsel retained by them. If the Trust does not elect
to assume the defense of any such suit, it will reimburse the Distributor, such
officers or directors or such controlling person or persons, defendant or
defendants in the suit, for the reasonable fees and expenses of any counsel
retained by them. The Trust agrees promptly to notify the Distributor of the
commencement of any litigation or proceedings against it, any of its Funds, or
any of its officers or Trustees in connection with the issuance or sale of any
of the shares.
<PAGE>
12. Indemnification of the Trust. The Distributor agrees that it will
indemnify and hold harmless the Trust, the Funds and each of the Trust's
Trustees and officers and each person, if any, who controls the Trust within the
meaning of Section 15 of the 1933 Act, against any loss, liability, damages,
claim or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, damages, claim or expense and reasonable counsel
fees incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law, alleging
any wrongful act of the Distributor or any of its employees or alleging that the
registration statement, prospectus, shareholder reports or other information
filed or made public by the Trust, as from time to time amended, included an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading, insofar as any such statement or omission was made in reliance upon,
and in conformity with information furnished to the Trust by or on behalf of the
Distributor, provided, however, that in no case (i) is the indemnity of the
Distributor in favor of the Trust, Fund or any person indemnified to be deemed
to protect the Trust, Fund or any such person against any liability to which the
Trust, Fund or any such person would otherwise be subject by reason of wilful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Contract, or (ii) is the Distributor to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against the Trust,
Fund or any person indemnified unless the Trust, Fund or such person, as the
case may be, shall have notified the Distributor in writing of such claim within
a reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the Trust,
Fund or upon such person (or after the Trust, Fund or such person shall have
received notice of such service on any designated agent), but failure to notify
the Distributor of any such claim shall not relieve it from any liability which
it may have to the Trust, Fund or any person against whom such action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph. In the case of any such notice to the Distributor, the Distributor
shall be entitled to participate, at its own expense, in the defense or, if it
so elects, to assume the defense of any suit brought to enforce any such claim,
but if the Distributor elects to assume the defense, such defense shall be
conducted by counsel chosen by the Distributor and satisfactory to the Trust, to
its officers and Trustees and to any controlling person or persons, defendant or
defendants in the suit. In the event that the Distributor elects to assume the
defense of any such suit and retain such counsel, the Trust or such controlling
persons, defendant or defendants in the suit, shall bear the fees and expense of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any such suit, it will reimburse the Trust, such officers
and Trustees or controlling person or persons, defendant or defendants in such
suit, for the reasonable fees and expenses of any counsel retained by them. The
Distributor agrees promptly to notify the Trust of the commencement of any
litigation or proceedings against it in connection with the issue and sale of
any of the shares.
<PAGE>
13. Effective Date, Termination and Amendment. This Contract shall
become effective on the date of its execution and (unless terminated as herein
provided) shall remain in full force and effect through and including February
28, 1999 and shall continue in full force and effect as to each Fund
indefinitely thereafter, but only so long as such continuance after February 28,
1999 is specifically approved at least annually (a) by vote of a majority of the
outstanding voting securities of that Fund or by the Trustees of the Trust, and
(b) by the vote of a majority of the Trustees of the Trust who are not
interested persons of the Trust or of the Distributor cast in person at a
meeting called for the purpose of voting on such approval. This Contract shall
at any time be terminated with respect to any Fund without the payment of any
penalty (1) by vote of the Trustees of the Trust or by vote of a majority of the
outstanding voting securities of that Fund, on 60 days' written notice to the
Distributor, (2) automatically in the event of its assignment, and (3) by the
Distributor on 60 days' written notice to the Trust. Any notice under this
Contract shall be given in writing, addressed and delivered, or mailed postpaid,
to the other party at the Boston office of such party.
This Contract may be amended as to any Fund at any time by a writing
signed by both parties hereto, provided that no amendment of this Contract shall
be effective as to that Fund until approved (a) by vote of a majority of the
outstanding voting securities of that Fund or by vote of the Trustees of the
Trust, and (b) by the vote of a majority of the Trustees of the Trust who are
not interested persons of the Trust or of the Distributor cast in person at a
meeting called for the purpose of voting on such approval.
14. Limitation of Liability. The Distributor expressly acknowledges the
provision in the Declaration of Trust of the Trust (Article IV, Section 4.1)
limiting the personal liability of shareholders of the Trust, and the
Distributor hereby agrees that is shall have recourse only to the Trust for
payment of claims or obligations as between the Trust and the Distributor
arising out of this Contract and shall not seek satisfaction from the
shareholders or any shareholder of the Trust. No Fund shall be liable for the
obligations of any other Fund hereunder.
15. Certain Definitions. The terms "interested person", "vote of a
majority of the outstanding voting securities" and "assignment" when used in
this Contract shall have the respective meanings specified in the Investment
Company Act of 1940, subject, however, to such exemptions as may be granted by
the Securities and Exchange Commission by any rule, regulation or order.
<PAGE>
IN WITNESS WHEREOF, each of the parties hereto has caused this
Distribution Contract to be executed in its name and on its behalf by one of its
officers thereunto duly authorized, all as of the day and year first above
written.
CATHOLIC VALUES INVESTMENT TRUST
By:__________________________________
Peter M. Donovan
President
WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC.
By:____________________________________
A.M. Moody III
President
EXHIBIT 8(a)
MASTER CUSTODIAN AGREEMENT
between
WRIGHT MANAGED INVESTMENT FUNDS
and
INVESTORS BANK & TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
1. Definitions................................................1-2
2. Employment of Custodian and Property to be held by it...... 3
3. Duties of the Custodian with Respect to
Property of the Fund....................................... 3
A. Safekeeping and Holding of Property.................... 3
B. Delivery of Securities.................................3-6
C. Registration of Securities............................. 6
D. Bank Accounts.......................................... 6
E. Payments for Shares of the Fund........................ 7
F. Investment and Availability of Federal Funds........... 7
G. Collections............................................7-8
H. Payment of Fund Moneys.................................8-9
I. Liability for Payment in Advance of
Receipt of Securities Purchased........................9-10
J. Payments for Repurchases of Redemptions
of Shares of the Fund.................................. 10
K. Appointment of Agents by the Custodian................. 10
L. Deposit of Fund Portfolio Securities in Securities Systems.10-12
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper............................12-14
N. Segregated Account..................................... 14
O. Ownership Certificates for Tax Purposes................ 14
P. Proxies................................................ 14
Q. Communications Relating to Fund Portfolio Securities... 15
<PAGE>
R. Exercise of Rights; Tender Offers..................... 15
S. Depository Receipts...................................5-16
T. Interest Bearing Call or Time Deposits................ 16
U. Options, Futures Contracts and Foreign Currency Transactions.16-17
V. Actions Permitted Without Express Authority..........17-18
4. Duties of Bank with Respect to Books of Account and
Calculations of Net Asset Value................... 18
5. Records and Miscellaneous Duties..........................8-19
6. Opinion of Fund`s Independent Public Accountants.......... 19
7. Compensation and Expenses of Bank......................... 19
8. Responsibility of Bank...................................19-20
9. Persons Having Access to Assets of the Fund.............. 20
10. Effective Period,Termination and Amendment; Successor Custodian..20-21
11. Interpretive and Additional Provisions................... 21
12. Notices.................................................. 21
13. Massachusetts Law to Apply............................... 21
14. Adoption of the Agreement by the Fund.................... 22
<PAGE>
MASTER CUSTODIAN AGREEMENT
This Agreement is made between each investment company advised by
Wright Investors' Service which has adopted this Agreement in the manner
provided herein and Investors Bank & Trust Company (hereinafter called "Bank",
"Custodian" and "Agent"), a trust company established under the laws of
Massachusetts with a principal place of business in Boston, Massachusetts.
Whereas, each such investment company is registered under the
Investment Company Act of 1940 and has appointed the Bank to act as Custodian of
its property and to perform certain duties as its Agent, as more fully
hereinafter set forth; and
Whereas, the Bank is willing and able to act as each such investment
company's Custodian and Agent, subject to and in accordance with the provisions
hereof;
Now, therefore, in consideration of the premises and of the mutual
covenants and agreements herein contained, each such investment company and the
Bank agree as follows:
1. Definitions
Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the following meanings:
(a) "Fund" shall mean the investment company which has adopted this
Agreement. If the Fund is a Massachusetts business trust, it may in the future
establish and designate other separate and distinct series of shares, each of
which may be called a "portfolio"; in such case, the term "Fund" shall also
refer to each such separate series or portfolio.
(b) "Board" shall mean the board of directors/trustees/managing
general partners/director general partners of the Fund, as the case may be.
(c) "The Depository Trust Company", a clearing agency registered with
the Securities and Exchange Commission under Section 17A of the Securities
Exchange Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(d) "Participants Trust Company", a clearing agency registered with the
Securities and Exchange Commission under Section 17A of the Securities Exchange
Act of 1934 which acts as a securities depository and which has been
specifically approved as a securities depository for the Fund by the Board.
(e) "Approved Clearing Agency" shall mean any other domestic clearing
agency registered with the Securities and Exchange Commission under Section 17A
of the Securities Exchange Act of 1934 which acts as a securities depository but
only if the Custodian has received a certified copy of a vote of the Board
approving such clearing agency as a securities depository for the Fund.
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<PAGE>
(f) "Federal Book-Entry System" shall mean the book-entry system
referred to in Rule 17f-4(b) under the Investment Company Act of 1940 for United
States and federal agency securities (i.e., as provided in Subpart O of Treasury
Circular No. 300, 31 CFR 306, Subpart B of 31 CFR Part 350, and the book-entry
regulations of federal agencies substantially in the form of Subpart O).
(g) "Approved Foreign Securities Depository" shall mean a foreign
securities depository or clearing agency referred to in Rule 17f-4 under the
Investment Company Act of 1940 for foreign securities but only if the Custodian
has received a certified copy of a vote of the Board approving such depository
or clearing agency as a foreign securities depository for the Fund.
(h) "Approved Book-Entry System for Commercial Paper" shall mean a
system maintained by the Custodian or by a subcustodian employed pursuant to
Section 2 hereof for the holding of commercial paper in book-entry form but only
if the Custodian has received a certified copy of a vote of the Board approving
the participation by the Fund in such system.
(i) The Custodian shall be deemed to have received "proper
instructions" in respect of any of the matters referred to in this Agreement
upon receipt of written or facsimile instructions signed by such one or more
person or persons as the Board shall have from time to time authorized to give
the particular class of instructions in question. Electronic instructions for
the purchase and sale of securities which are transmitted by Wright Investors'
Service to the Custodian through the Wright trading system shall be deemed to be
proper instructions; the Fund shall cause all such instructions to be confirmed
in writing. Different persons may be authorized to give instructions for
different purposes. A certified copy of a vote of the Board may be received and
accepted by the Custodian as conclusive evidence of the authority of any such
person to act and may be considered as in full force and effect until receipt of
written notice to the contrary. Such instructions may be general or specific in
terms and, where appropriate, may be standing instructions. Unless the vote
delegating authority to any person or persons to give a particular class of
instructions specifically requires that the approval of any person, persons or
committee shall first have been obtained before the Custodian may act on
instructions of that class, the Custodian shall be under no obligation to
question the right of the person or persons giving such instructions in so
doing. Oral instructions will be considered proper instructions if the Custodian
reasonably believes them to have been given by a person authorized to give such
instructions with respect to the transaction involved. The Fund shall cause all
oral instructions to be confirmed in writing. The Fund authorizes the Custodian
to tape record any and all telephonic or other oral instructions given to the
Custodian. Upon receipt of a certificate signed by two officers of the Fund as
to the authorization by the President and the Treasurer of the Fund accompanied
by a detailed description of the communication procedures approved by the
President and the Treasurer of the Fund, "proper instructions" may also include
communications effected directly between electromechanical or electronic devices
provided that the President and Treasurer of the Fund and the Custodian are
satisfied that such procedures afford adequate safeguards for the Fund's assets.
In performing its duties generally, and more particularly in connection with the
purchase, sale and exchange of securities made by or for the Fund, the Custodian
may take cognizance of the provisions of the governing documents and
registration statement of the Fund as the same may from time to time be in
effect (and votes, resolutions or proceedings of the shareholders or the Board),
but, nevertheless, except as otherwise expressly provided herein, the Custodian
may assume unless and until notified in writing to the contrary that so-called
proper instructions received by it are not in conflict with or in any way
contrary to any provisions of such governing documents and registration
statement, or votes, resolutions or proceedings of the shareholders or the
Board.
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<PAGE>
2. Employment of Custodian and Property to be Held by It
The Fund hereby appoints and employs the Bank as its Custodian and
Agent in accordance with and subject to the provisions hereof, and the Bank
hereby accepts such appointment and employment. The Fund agrees to deliver to
the Custodian all securities, participation interests, cash and other assets
owned by it, and all payments of income, payments of principal and capital
distributions and adjustments received by it with respect to all securities and
participation interests owned by the Fund from time to time, and the cash
consideration received by it for such new or treasury shares ("Shares") of the
Fund as may be issued or sold from time to time. The Custodian shall not be
responsible for any property of the Fund held by the Fund and not delivered by
the Fund to the Custodian. The Fund will also deliver to the Bank from time to
time copies of its currently effective charter (or declaration of trust or
partnership agreement, as the case may be), by-laws, prospectus, statement of
additional information and distribution agreement with its principal
underwriter, together with such resolutions, votes and other proceedings of the
Fund as may be necessary for or convenient to the Bank in the performance of its
duties hereunder.
The Custodian may from time to time employ one or more subcustodians to
perform such acts and services upon such terms and conditions as shall be
approved from time to time by the Board of Directors. Any such subcustodian so
employed by the Custodian shall be deemed to be the agent of the Custodian, and
the Custodian shall remain primarily responsible for the securities,
participation interests, moneys and other property of the Fund held by such
subcustodian. Any foreign subcustodian shall be a bank or trust company which is
an eligible foreign custodian within the meaning of Rule 17f-5 under the
Investment Company Act of 1940, and the foreign custody arrangements shall be
approved by the Board of Directors and shall be in accordance with and subject
to the provisions of said Rule. For the purposes of this Agreement, any property
of the Fund held by any such subcustodian (domestic or foreign) shall be deemed
to be held by the Custodian under the terms of this Agreement.
3. Duties of the Custodian with Respect to Property of the Fund
A. Safekeeping and Holding of Property. The Custodian shall keep
safely all property of the Fund and on behalf of the Fund
shall from time to time receive delivery of Fund property for
safekeeping. The Custodian shall hold, earmark and segregate
on its books and records for the account of the Fund all
property of the Fund,including all securities, participation
interests and other assets of the Fund (1) physically held
by the Custodian, (2) held by any subcustodian referred to
in Section 2 hereof or by any agent referred to in Paragraph
K hereof, (3) held by or maintained in The Depository Trust
Company or in Participants Trust Company or in an Approved
Clearing Agency or in the Federal Book-Entry System or in an
Approved Foreign Securities Depository, each of which from
time to time is referred to herein as a "Securities System",
and (4) held by the Custodian or by any subcustodian
referred to in Section 2 hereof and maintained in any Approved
Book-Entry System for Commercial Paper.
B. Delivery of Securities.The Custodian shall release and deliver
securities or participation interests owned by the Fund held
(or deemed to be held) by the Custodian or maintained in a
Securities System account or in an Approved Book-Entry System
for Commercial Paper account only upon receipt of proper
instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:
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<PAGE>
1) Upon sale of such securities or participation
interests for the account of the Fund, but
only against receipt of payment therefor; if
delivery is made in Boston or New York City,
payment therefor shall be made in accordance
with generally accepted clearing house
procedures or by use of Federal Reserve Wire
System procedures; if delivery is made
elsewhere payment therefor shall be in
accordance with the then current "street
delivery" custom or in accordance with such
procedures agreed to in writing from time to
time by the parties hereto; if the sale is
effected through a Securities System,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph L hereof; if the sale of commercial
paper is to be effected through an Approved
Book-Entry System for Commercial Paper,
delivery and payment therefor shall be made
in accordance with the provisions of
Paragraph M hereof; if the securities are to
be sold outside the United States, delivery
may be made in accordance with procedures
agreed to in writing from time to time by the
parties hereto; for the purposes of this
subparagraph, the term "sale" shall include
the disposition of a portfolio security (i)
upon the exercise of an option written by the
Fund and (ii) upon the failure by the Fund to
make a successful bid with respect to a
portfolio security, the continued holding of
which is contingent upon the making of such a
bid;
2) Upon the receipt of payment in connection
with any repurchase agreement or reverse
repurchase agreement relating to such
securities and entered into by the Fund;
3) To the depository agent in connection with
tender or other similar offers for portfolio
securities of the Fund;
4) To the issuer thereof or its agent when such
securities or participation interests are
called, redeemed, retired or otherwise
become payable; provided that, in any such
case, the cash or other consideration is to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
5) To the issuer thereof, or its agent, for
transfer into the name of the Fund or into
the name of any nominee of the Custodian or
into the name or nominee name of any agent
appointed pursuant to Paragraph K hereof or
into the name or nominee name of any
subcustodian employed pursuant to Section 2
hereof; or for exchange for a different
number of bonds, certificates or other
evidence representing the same aggregate face
amount or number of units; provided that,
in any such case, the new securities or
participation interests are to be delivered
to the Custodian or any subcustodian employed
pursuant to Section 2 hereof;
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<PAGE>
6) To the broker selling the same for
examination in accordance with the "street
delivery" custom; provided that the
Custodian shall adopt such procedures as the
Fund from time to time shall approve to
ensure their prompt return to the Custodian
by the broker in the event the broker elects
not to accept them;
7) For exchange or conversion pursuant to any
plan of merger, consolidation,
recapitalization, reorganization or
readjustment of the securities of the Issuer
of such securities, or pursuant to provisions
for conversion of such securities, or
pursuant to any deposit agreement; provided
that, in any such case, the new securities
and cash, if any, are to be delivered to the
Custodian or any subcustodian employed
pursuant to Section 2 hereof;
8) In the case of warrants, rights or similar
securities, the surrender thereof in
connection with the exercise of such
warrants, rights or similar securities, or
the surrender of interim receipts or
temporary securities for definitive
securities; provided that, in any such case,
the new securities and cash, if any, are to
be delivered to the Custodian or any
subcustodian employed pursuant to Section 2
hereof;
9) For delivery in connection with any loans of
securities made by the Fund (such loans to be
made pursuant to the terms of the Fund's
current registration statement), but only
against receipt of adequate collateral as
agreed upon from time to time by the
Custodian and the Fund, which may be in the
form of cash or obligations issued by the
United States government, its agencies or
instrumentalities; except that in connection
with any securities loans for which
collateral is to be credited to the
Custodian's account in the book-entry system
authorized by the U.S.Department of Treasury,
the Custodian will not be held liable or
responsible for the delivery of securities
loaned by the Fund prior to the receipt of
such collateral;
10) For delivery as security in connection with
any borrowings by the Fund requiring a pledge
or hypothecation of assets by the Fund (if
then permitted under circumstances described
in the current registration statement of the
Fund), provided, that the securities shall be
released only upon payment to the Custodian
of the monies borrowed, except that in cases
where additional collateral is required to
secure a borrowing already made, further
securities may be released for that purpose;
upon receipt of proper instructions, the
Custodian may pay any such loan upon
redelivery to it of the securities pledged or
hypothecated therefor and upon surrender of
the note or notes evidencing the loan;
11) When required for delivery in connection with
any redemption or repurchase of Shares of the
Fund in accordance with the provisions of
Paragraph J hereof;
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<PAGE>
12) For delivery in accordance with the
provisions of any agreement between the
Custodian(or a subcustodian employed pursuant
to Section 2 hereof) and a broker-dealer
registered under the Securities Exchange Act
of 1934 and, if necessary, the Fund, relating
to compliance with the rules of The Options
Clearing Corporation or of any registered
national securities exchange, or of any
similar organization or organizations,
regarding deposit or escrow or other
arrangements in connection with options
transactions by the Fund;
13) For delivery in accordance with the
provisions of any agreement among the Fund,
the Custodian (or a subcustodian employed
pursuant to Section 2 hereof), and a futures
commissions merchant, relating to compliance
with the rules of the Commodity Futures
Trading Commission and/or of any contract
market or commodities exchange or similar
organization,regarding futures margin account
deposits or payments in connection with
futures transactions by the Fund;
14) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board specifying the securities to be
delivered, setting forth the purpose for
which such delivery is to be made, declaring
such purpose to be proper corporate purpose,
and naming the person or persons to whom
delivery of such securities shall be made.
C. Registration of Securities. Securities held by the Custodian
(other than bearer securities) for the account of the Fund
shall be registered in the name of the Fund or in the name
of any nominee of the Fund or of any nominee of the Custodian,
or in the name or nominee name of any agent appointed pursuant
to Paragraph K hereof, or in the name or nominee name of any
subcustodian employed pursuant to Section 2 hereof, or in the
name or nominee name of The Depository Trust Company or
Participants Trust Company or Approved Clearing Agency or
Federal Book-Entry System or Approved Book-Entry System for
Commercial Paper; provided, that securities are held in an
account of the Custodian or of such agent or of such
subcustodian containing only assets of the Fund or only assets
held by the Custodian or such agent or such subcustodian as
a custodian or subcustodian or in a fiduciary capacity for
customers. All certificates for securities accepted by the
Custodian or any such agent or subcustodian on behalf of the
Fund shall be in "street" or other good delivery form or
shall be returned to the selling broker or dealer who shall
be advised of the reason thereof.
D. Bank Accounts.The Custodian shall open and maintain a separate
bank account or accounts in the name of the Fund, subject only
to draft or order by the Custodian acting in pursuant to the
terms of this Agreement, and shall hold in such account or
accounts, subject to the provisions hereof, all cash received
by it from or for the account of the Fund other than cash
maintained by the Fund in a bank account established and used
in accordance with Rule 17f-3 under the Investment Company Act
of 1940. Funds held by the Custodian for the Fund may be
deposited by it to its credit as Custodian in the Banking
Department of the Custodian or in such other banks or trust
companies as the Custodian may in its discretion deem
necessary or desirable; provided, however, that
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<PAGE>
every such bank or trust company shall be qualified to act as
a custodian under the Investment Company Act of 1940 and that
each such bank or trust company and the funds to be deposited
with each such bank or trust company shall be approved in
writing by two officers of the Fund. Such funds shall be
deposited by the Custodian in its capacity as Custodian and
shall be subject to withdrawal only by the Custodian in that
capacity.
E. Payment for Shares of the Fund. The Custodian shall make
appropriate arrangements with the Transfer Agent and the
principal underwriter of the Fund to enable the Custodian to
make certain it promptly receives the cash or other
consideration due to the Fund for such new or treasury Shares
as may be issued or sold from time to time by the Fund, in
accordance with the governing documents and offering
prospectus and statement of additional information of the
Fund. The Custodian will provide prompt notification to the
Fund of any receipt by it of payments for Shares of the Fund.
F. Investment and Availability of Federal Funds. Upon agreement
between the Fund and the Custodian, the Custodian shall, upon
the receipt of proper instructions, which may be continuing
instructions when deemed appropriate by the parties,
1) invest in such securities and instruments as
may be set forth in such instructions on the
same day as received all federal funds
received after a time agreed upon between
the Custodian and the Fund; and
2) make federal funds available to the Fund as
of specified times agreed upon from time to
time by the Fund and the Custodian in the
amount of checks received in payment for
Shares of the Fund which are deposited into
the Fund's account.
G. Collections. The Custodian shall promptly collect all income
and other payments with respect to registered securities held
hereunder to which the Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall
promptly collect all income and other payments with respect to
bearer securities if, on the date of payment by the issuer,
such securities are held by the Custodian or agent thereof and
shall credit such income, as collected, to the Fund's
custodian account. The Custodian shall do all things necessary
and proper in connection with such prompt collections and,
without limiting the generality of the foregoing, the
Custodian shall
1) Present for payment all coupons and other
income items requiring presentations;
2) Present for payment all securities which may
mature or be called, redeemed, retired or
otherwise become payable;
3) Endorse and deposit for collection, in the
name of the Fund, checks, drafts or other
negotiable instruments;
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<PAGE>
4) Credit income from securities maintained in
a Securities System or in an Approved
Book-Entry System for Commercial Paper at
the time funds become available to the
Custodian; in the case of securities
maintained in The Depository Trust Company
funds shall be deemed available to the Fund
not later than the opening of business on
the first business day after receipt of such
funds by the Custodian.
The Custodian shall notify the Fund as soon as reasonably
practicable whenever income due on any security is not
promptly collected. In any case in which the Custodian does
not receive any due and unpaid income after it has made demand
for the same, it shall immediately so notify the Fund in
writing, enclosing copies of any demand letter, any written
response thereto, and memoranda of all oral responses thereto
and to telephonic demands, and await instructions from the
Fund; the Custodian shall in no case have any liability for
any nonpayment of such income provided the Custodian meets the
standard of care set forth in Section 8 hereof. The Custodian
shall not be obligated to take legal action for collection
unless and until reasonably indemnified to its satisfaction.
The Custodian shall also receive and collect all stock
dividends, rights and other items of like nature, and deal
with the same pursuant to proper instructions relative
thereto.
H. Payment of Fund Moneys. Upon receipt of proper instructions,
which may be continuing instructions when deemed appropriate
by the parties, the Custodian shall pay out moneys of the Fund
in the following cases only:
1) Upon the purchase of securities,participation
interests, options,futures contracts, forward
contracts and options on futures contracts
purchased for the account of the Fund but
only (a) against the receipt of
(i) such securities registered as provided
in Paragraph C hereof or in proper form
for transfer or
(ii) detailed instructions signed by an
officer of the Fund regarding the
participation interests to be purchased or
(iii) written confirmation of the purchase
by the Fund of the options, futures
contracts, forward contracts or options on
futures contracts
by the Custodian (or by a subcustodian
employed pursuant to Section 2 hereof or by
a clearing corporation of a national
securities exchange of which the Custodian
is a member or by any bank, banking
institution or trust company doing business
in the United States or abroad which is
qualified under the Investment Company Act
of 1940 to act as a custodian and which has
been designated by the Custodian as its
agent for this purpose or by the agent
specifically designated in such instructions
as representing the purchasers of a new
issue of privately placed securities); (b)
in the case of a purchase effected through a
Securities System, upon receipt of the
securities by the Securities System
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<PAGE>
in accordance with the conditions set forth
in Paragraph L hereof; (c) in the case of a
purchase of commercial paper effected
through an Approved Book-Entry System for
Commercial Paper, upon receipt of the paper
by the Custodian or subcustodian in
accordance with the conditions set forth in
Paragraph M hereof; (d) in the case of
repurchase agreements entered into between
the Fund and another bank or a
broker-dealer, against receipt by the
Custodian of the securities underlying the
repurchase agreement either in certificate
form or through an entry crediting the
Custodian's segregated, non-proprietary
account at the Federal Reserve Bank of
Boston with such securities along with
written evidence of the agreement by the
bank or broker-dealer to repurchase such
securities from the Fund; or (e) with
respect to securities purchased outside of
the United States, in accordance with
written procedures agreed to from time to
time in writing by the parties hereto;
2) When required in connection with the
conversion, exchange or surrender of
securities owned by the Fund as set forth in
Paragraph B hereof;
3) When required for the redemption or
repurchase of Shares of the Fund in
accordance with the provisions of Paragraph
J hereof;
4) For the payment of any expense or liability
incurred by the Fund, including but not
limited to the following payments for the
account of the Fund: advisory fees,
distribution plan payments, interest, taxes,
management compensation and expenses,
accounting, transfer agent and legal fees,
and other operating expenses of the Fund
whether or not such expenses are to be in
whole or part capitalized or treated as
deferred expenses;
5) For the payment of any dividends or other
distributions to holders of Shares declared
or authorized by the Board; and
6) For any other proper corporate purpose, but
only upon receipt of, in addition to proper
instructions, a certified copy of a vote of
the Board, specifying the amount of such
payment, setting forth the purpose for which
such payment is to be made, declaring such
purpose to be a proper corporate purpose,
and naming the person or persons to whom
such payment is to be made.
I. Liability for Payment in Advance of Receipt of Securities
Purchased. In any and every case where payment for purchase
of securities for the account of the Fund is made by the
Custodian in advance of receipt of the securities purchased in
the absence of specific written instructions signed by two
officers of the Fund to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the
same extent as if the securities had been received by the
Custodian; except that in the case of a repurchase agreement
entered into by the Fund with a bank which is a member of the
Federal Reserve System, the Custodian may transfer funds to
the account of such bank prior to the receipt of (i) the
securities in certificate form subject to such repurchase
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<PAGE>
agreement or (ii) written evidence that the securities subject
to such repurchase agreement have been transferred by
book-entry into a segregated non-proprietary account of the
Custodian maintained with the Federal Reserve Bank of Boston
or (iii) the safekeeping receipt, provided that such
securities have in fact been so transfered by book-entry and
the written repurchase agreement is received by the Custodian
in due course; and except that if the securities are to be
purchased outside the United States, payment may be made in
accordance with procedures agreed to in writing from time to
time by the parties hereto.
J. Payments for Repurchases or Redemptions of Shares of the Fund.
From such funds as may be available for the purpose, but
subject to any applicable votes of the Board and the current
redemption and repurchase procedures of the Fund, the
Custodian shall, upon receipt of written instructions from the
Fund or from the Fund's transfer agent or from the principal
underwriter, make funds and/or portfolio securities available
for payment to holders of Shares who have caused their Shares
to be redeemed or repurchased by the Fund or for the Fund`s
account by its transfer agent or principal underwriter.
The Custodian may maintain a special checking account upon
which special checks may be drawn by shareholders of the Fund
holding Shares for which certificates have not been issued.
Such checking account and such special checks shall be subject
to such rules and regulations as the Custodian and the Fund
may from time to time adopt. The Custodian or the Fund may
suspend or terminate use of such checking account or such
special checks (either generally or for one or more
shareholders) at any time. The Custodian and the Fund shall
notify the other immediately of any such suspension or
termination.
K. Appointment of Agents by the Custodian. The Custodian may at
any time or times in its discretion appoint (and may at any
time remove) any other bank or trust company (provided such
bank or trust company is itself qualified under the Investment
Company Act of 1940 to act as a custodian or is itself an
eligible foreign custodian within the meaning of Rule 17f-5
under said Act) as the agent of the Custodian to carry out
such of the duties and functions of the Custodian described in
this Section 3 as the Custodian may from time to time direct;
provided, however, that the appointment of any such agent
shall not relieve the Custodian of any of its responsibilities
or liabilities hereunder, and as between the Fund and the
Custodian the Custodian shall be fully responsible for the
acts and omissions of any such agent. For the purposes of this
Agreement, any property of the Fund held by any such agent
shall be deemed to be held by the Custodian hereunder.
L. Deposit of Fund Portfolio Securities in Securities Systems.The
Custodian may deposit and/or maintain securities owned by the
Fund
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
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<PAGE>
(4) in the Federal Book-Entry System; or
(5) in an Approved Foreign Securities Depository
in each case only in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, and at all times subject to the following
provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2 keep
securities of the Fund in a Securities System provided that
such securities are maintained in a non-proprietary account
("Account") of the Custodian or such subcustodian in the
Securities System which shall not include any assets of the
Custodian or such subcustodian or any other person other than
assets held by the Custodian or such subcustodian as a
fiduciary, custodian, or otherwise for its customers.
(b) The records of the Custodian with respect to
securities of the Fund which are maintained in a Securities
System shall identify by book-entry those securities belonging
to the Fund, and the Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable of
accurately and currently stating the Fund's holdings
maintained in each such Securities System.
(c) The Custodian shall pay for securities purchased
in book-entry form for the account of the Fund only upon (i)
receipt of notice or advice from the Securities System that
such securities have been transferred to the Account, and (ii)
the making of any entry on the records of the Custodian to
reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account
of the Fund only upon (i) receipt of notice or advice from the
Securities System that payment for such securities has been
transferred to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such transfer and
payment for the account of the Fund. Copies of all notices or
advices from the Securities System of transfers of securities
for the account of the Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be promptly
provided to the Fund at its request. The Custodian shall
promptly send to the Fund confirmation of each transfer to or
from the account of the Fund in the form of a written advice
or notice of each such transaction, and shall furnish to the
Fund copies of daily transaction sheets reflecting each day's
transactions in the Securities System for the account of the
Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to the Securities System's accounting
system, system of internal accounting controls or procedures
for safeguarding securities deposited in the Securities
System; the Custodian shall promptly send to the Fund any
report or other communication relating to the Custodian's
internal accounting controls and procedures for safeguarding
securities deposited in any Securities System; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities
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<PAGE>
deposited in any Securities System. The Custodian's books and
records relating to the Fund's participation in each
Securities System will at all times during regular business
hours be open to the inspection of the Fund's authorized
officers, employees or agents.
(e) The Custodian shall not act under this Paragraph
L in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Securities System; the Custodian shall also obtain appropriate
assurance from the officers of the Fund that the Board has
annually reviewed the continued use by the Fund of each
Securities System, and the Fund shall promptly notify the
Custodian if the use of a Securities System is to be
discontinued; at the request of the Fund, the Custodian will
terminate the use of any such Securities System as promptly as
practicable.
(f) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of the
Securities System by reason of any negligence, misfeasance or
misconduct of the Custodian or any of its agents or
subcustodians or of any of its or their employees or from any
failure of the Custodian or any such agent or subcustodian to
enforce effectively such rights as it may have against the
Securities System or any other person; at the election of the
Fund, it shall be entitled to be subrogated to the rights of
the Custodian with respect to any claim against the Securities
System or any other person which the Custodian may have as a
consequence of any such loss or damage if and to the extent
that the Fund has not been made whole for any such loss or
damage.
M. Deposit of Fund Commercial Paper in an Approved Book-Entry
System for Commercial Paper. Upon receipt of proper
instructions with respect to each issue of direct issue
commercial paper purchased by the Fund, the Custodian may
deposit and/or maintain direct issue commercial paper owned by
the Fund in any Approved Book-Entry System for Commercial
Paper, in each case only in accordance with applicable
Securities and Exchange Commission rules, regulations, and
no-action correspondence, and at all times subject to the
following provisions:
(a) The Custodian may (either directly or through one
or more subcustodians employed pursuant to Section 2) keep
commercial paper of the Fund in an Approved Book-Entry System
for Commercial Paper, provided that such paper is issued in
book entry form by the Custodian or subcustodian on behalf of
an issuer with which the Custodian or subcustodian has entered
into a book-entry agreement and provided further that such
paper is maintained in a non-proprietary account ("Account")
of the Custodian or such subcustodian in an Approved
Book-Entry System for Commercial Paper which shall not include
any assets of the Custodian or such subcustodian or any other
person other than assets held by the Custodian or such
subcustodian as a fiduciary, custodian, or otherwise for its
customers.
(b) The records of the Custodian with respect to
commercial paper of the Fund which is maintained in an
Approved Book-Entry System for Commercial Paper shall identify
by book-entry each specific issue of commercial paper
purchased by the Fund which is included in the System and
shall at all times during regular business hours be open for
inspection by authorized officers, employees or agents of the
Fund. The Custodian shall be fully and completely responsible
for maintaining a recordkeeping
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system capable of accurately and currently stating the Fund's
holdings of commercial paper maintained in each such System.
(c) The Custodian shall pay for commercial paper
purchased in book-entry form for the account of the Fund only
upon contemporaneous (i) receipt of notice or advice from the
issuer that such paper has been issued, sold and transferred
to the Account, and (ii) the making of an entry on the records
of the Custodian to reflect such purchase, payment and
transfer for the account of the Fund. The Custodian shall
transfer such commercial paper which is sold or cancel such
commercial paper which is redeemed for the account of the Fund
only upon contemporaneous (i) receipt of notice or advice that
payment for such paper has been transferred to the Account,
and (ii) the making of an entry on the records of the
Custodian to reflect such transfer or redemption and payment
for the account of the Fund. Copies of all notices, advices
and confirmations of transfers of commercial paper for the
account of the Fund shall identify the Fund, be maintained for
the Fund by the Custodian and be promptly provided to the Fund
at its request. The Custodian shall promptly send to the Fund
confirmation of each transfer to or from the account of the
Fund in the form of a written advice or notice of each such
transaction, and shall furnish to the Fund copies of daily
transaction sheets reflecting each day's transactions in the
System for the account of the Fund on the next business day.
(d) The Custodian shall promptly send to the Fund any
report or other communication received or obtained by the
Custodian relating to each System's accounting system, system
of internal accounting controls or procedures for safeguarding
commercial paper deposited in the System; the Custodian shall
promptly send to the Fund any report or other communication
relating to the Custodian's internal accounting controls and
procedures for safeguarding commercial paper deposited in any
Approved Book-Entry System for Commercial Paper; and the
Custodian shall ensure that any agent appointed pursuant to
Paragraph K hereof or any subcustodian employed pursuant to
Section 2 hereof shall promptly send to the Fund and to the
Custodian any report or other communication relating to such
agent's or subcustodian's internal accounting controls and
procedures for safeguarding securities deposited in any
Approved Book-Entry System for Commercial Paper.
(e) The Custodian shall not act under this Paragraph
M in the absence of receipt of a certificate of an officer of
the Fund that the Board has approved the use of a particular
Approved Book-Entry System for Commercial Paper; the Custodian
shall also obtain appropriate assurance from the officers of
the Fund that the Board has annually reviewed the continued
use by the Fund of each Approved Book-Entry System for
Commercial Paper, and the Fund shall promptly notify the
Custodian if the use of an Approved Book-Entry System for
Commercial Paper is to be discontinued; at the request of the
Fund, the Custodian will terminate the use of any such System
as promptly as practicable.
(f) The Custodian (or subcustodian, if the Approved
Book-Entry System for Commercial Paper is maintained by the
subcustodian) shall issue physical commercial paper or
promissory notes whenever requested to do so by the Fund or in
the event of an electronic system failure which impedes
issuance, transfer or custody of direct issue commercial paper
by book-entry.
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<PAGE>
(g) Anything to the contrary in this Agreement
notwithstanding, the Custodian shall be liable to the Fund for
any loss or damage to the Fund resulting from use of any
Approved Book-Entry System for Commercial Paper by reason of
any negligence, misfeasance or misconduct of the Custodian or
any of its agents or subcustodians or of any of its or their
employees or from any failure of the Custodian or any such
agent or subcustodian to enforce effectively such rights as it
may have against the System, the issuer of the commercial
paper or any other person; at the election of the Fund, it
shall be entitled to be subrogated to the rights of the
Custodian with respect to any claim against the System, the
issuer of the commercial paper or any other person which the
Custodian may have as a consequence of any such loss or damage
if and to the extent that the Fund has not been made whole for
any such loss or damage.
N. Segregated Account. The Custodian shall upon receipt of proper
instructions establish and maintain a segregated account or
accounts for and on behalf of the Fund, into which account or
accounts may be transferred cash and/or securities, including
securities maintained in an account by the Custodian pursuant
to Paragraph L hereof, (i) in accordance with the provisions
of any agreement among the Fund, the Custodian and any
registered broker-dealer (or any futures commission merchant),
relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange
(or of the Commodity Futures Trading Commission or of any
contract market or commodities exchange), or of any similar
organization or organizations, regarding escrow or deposit or
other arrangements in connection with transactions by the
Fund, (ii) for purposes of segregating cash or U.S. Government
securities in connection with options purchased, sold or
written by the Fund or futures contracts or options thereon
purchased or sold by the Fund, (iii) for the purposes of
compliance by the Fund with the procedures required by
Investment Company Act Release No. 10666, or any subsequent
release or releases of the Securities and Exchange Commission
relating to the maintenance of segregated accounts by
registered investment companies and (iv) for other proper
purposes, but only, in the case of clause (iv), upon receipt
of, in addition to proper instructions, a certificate signed
by two officers of the Fund, setting forth the purpose such
segregated account and declaring such purpose to be a proper
purpose.
O. Ownership Certificates for Tax Purposes. The Custodian shall
execute ownership and other certificates and affidavits for
all federal and state tax purposes in connection with receipt
of income or other payments with respect to securities of the
Fund held by it and in connection with transfers of
securities.
P. Proxies. The Custodian shall, with respect to the securities
held by it hereunder, cause to be promptly delivered to the
Fund all forms of proxies and all notices of meetings and any
other notices or announcements or other written information
affecting or relating to the securities, and upon receipt of
proper instructions shall execute and deliver or cause its
nominee to execute and deliver such proxies or other
authorizations as may be required. Neither the Custodian nor
its nominee shall vote upon any of the securities or execute
any proxy to vote thereon or give any consent or take any
other action with respect thereto (except as otherwise herein
provided) unless ordered to do so by proper instructions.
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<PAGE>
Q. Communications Relating to Fund Portfolio Securities. The
Custodian shall deliver promptly to the Fund all written
information (including, without limitation, pendency of call
and maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options written by the Fund and the
maturity of futures contracts purchased or sold by the Fund)
received by the Custodian from issuers and other persons
relating to the securities and participation interests being
held for the Fund. With respect to tender or exchange offers,
the Custodian shall deliver promptly to the Fund all written
information received by the Custodian from issuers and other
persons relating to the securities and participation interests
whose tender or exchange is sought and from the party (or his
agents) making the tender or exchange offer.
R. Exercise of Rights; Tender Offers. In the case of tender
offers, similar offers to purchase or exercise rights
(including, without limitation, pendency of calls and
maturities of securities and participation interests and
expirations of rights in connection therewith and notices of
exercise of call and put options and the maturity of futures
contracts) affecting or relating to securities and
participation interests held by the Custodian under this
Agreement, the Custodian shall have responsibility for
promptly notifying the Fund of all such offers in accordance
with the standard of reasonable care set forth in Section 8
hereof. For all such offers for which the Custodian is
responsible as provided in this Paragraph R, the Fund shall
have responsibility for providing the Custodian with all
necessary instructions in timely fashion. Upon receipt of
proper instructions, the Custodian shall timely deliver to the
issuer or trustee thereof, or to the agent of either,warrants,
puts, calls, rights or similar securities for the purpose of
being exercised or sold upon proper receipt therefor and upon
receipt of assurances satisfactory to the Custodian that the
new securities and cash, if any, acquired by such action are
to be delivered to the Custodian or any subcustodian employed
pursuant to Section 2 hereof. Upon receipt of proper
instructions, the Custodian shall timely deposit securities
upon invitations for tenders of securities upon proper receipt
therefor and upon receipt of assurances satisfactory to the
Custodian that the consideration to be paid or delivered or
the tendered securities are to be returned to the Custodian or
subcustodian employed pursuant to Section 2 hereof.
Notwithstanding any provision of this Agreement to the
contrary, the Custodian shall take all necessary action,
unless otherwise directed to the contrary by proper
instructions, to comply with the terms of all mandatory or
compulsory exchanges, calls, tenders, redemptions, or similar
rights of security ownership, and shall thereafter promptly
notify the Fund in writing of such action.
S. Depository Receipts. The Custodian shall, upon receipt of
proper instructions, surrender or cause to be surrendered
foreign securities to the depository used by an issuer of
American Depository Receipts or International Depository
Receipts (hereinafter collectively referred to as "ADRs") for
such securities, against a written receipt therefor adequately
describing such securities and written evidence satisfactory
to the Custodian that the depository has acknowledged receipt
of instructions to issue with respect to such securities ADRs
in the name of a nominee of the Custodian or in the name or
nominee name of any subcustodian employed pursuant to Section
2 hereof, for delivery to the Custodian or such subcustodian
at such place as the Custodian or such subcustodian may from
time to time designate. The Custodian shall, upon receipt of
proper instructions, surrender ADRs to the issuer thereof
against a written receipt therefor adequately
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<PAGE>
describing the ADRs surrendered and written evidence
satisfactory to the Custodian that the issuer of the ADRs has
acknowledged receipt of instructions to cause its depository
to deliver the securities underlying such ADRs to the
Custodian or to a subcustodian employed pursuant to Section 2
hereof.
T. Interest Bearing Call or Time Deposits. The Custodian shall,
upon receipt of proper instructions, place interest bearing
fixed term and call deposits with the banking department of
such banking institution (other than the Custodian) and in
such amounts as the Fund may designate. Deposits may be
denominated in U.S. Dollars or other currencies. The Custodian
shall include in its records with respect to the assets of the
Fund appropriate notation as to the amount and currency of
each such deposit, the accepting banking institution and other
appropriate details and shall retain such forms of advice or
receipt evidencing the deposit, if any, as may be forwarded to
the Custodian by the banking institution. Such deposits shall
be deemed portfolio securities of the applicable Fund for the
purposes of this Agreement, and the Custodian shall be
responsible for the collection of income from such accounts
and the transmission of cash to and from such accounts.
U. Options, Futures Contracts and Foreign Currency Transactions
1. Options. The Custodians shall, upon receipt of
proper instructions and in accordance with the
provisions of any agreement between the Custodian,
any registered broker-dealer and, if necessary, the
Fund, relating to compliance with the rules of the
Options Clearing Corporation or of any registered
national securities exchange or similar organization
or organizations, receive and retain confirmations or
other documents, if any, evidencing the purchase or
writing of an option on a security or securities
index or other financial instrument or index by the
Fund; deposit and maintain in a segregated account
for each Fund separately, either physically or by
book-entry in a Securities System, securities subject
to a covered call option written by the Fund; and
release and/or transfer such securities or other
assets only in accordance with a notice or other
communication evidencing the expiration, termination
or exercise of such covered option furnished by the
Options Clearing Corporation, the securities or
options exchange on which such covered option is
traded or such other organization as may be
responsible for handling such options transactions.
The Custodian and the broker-dealer shall be
responsible for the sufficiency of assets held in
each Fund's segregated account in compliance with
applicable margin maintenance requirements.
2. Futures Contracts. The Custodian shall, upon
receipt of proper instructions, receive and retain
confirmations and other documents, if any, evidencing
the purchase or sale of a futures contract or an
option on a futures contract by the Fund; deposit and
maintain in a segregated account, for the benefit of
any futures commission merchant, assets designated by
the Fund as initial, maintenance or variation
"margin" deposits (including mark-to-market payments)
intended to secure the Fund's performance of its
obligations under any futures contracts purchased or
sold or any options on futures contracts written by
Fund, in accordance with the provisions of any
agreement or agreements among
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<PAGE>
the Fund, the Custodian and such futures commission
merchant, designed to comply with the rules of the
Commodity Futures Trading Commission and/or of any
contract market or commodities exchange or similar
organization regarding such margin deposits or
payments; and release and/or transfer assets in such
margin accounts only in accordance with any such
agreements or rules. The Custodian and the futures
commission merchant shall be responsible for the
sufficiency of assets held in the segregated account
in compliance with the applicable margin maintenance
and mark-to-market payment requirements.
3. Foreign Exchange Transactions.The Custodian shall,
pursuant to proper instructions, enter into or cause
a subcustodian to enter into foreign exchange
contracts or options to purchase and sell foreign
currencies for spot and future delivery on behalf and
for the account of the Fund. Such transactions may be
undertaken by the Custodian or subcustodian with such
banking or financial institutions or other currency
brokers, as set forth in proper instructions. Foreign
exchange contracts and options shall be deemed to be
portfolio securities of the Fund; and accordingly,
the responsibility of the Custodian therefor shall be
the same as and no greater than the Custodian's
responsibility in respect of other portfolio
securities of the Fund. The Custodian shall be
responsible for the transmittal to and receipt of
cash from the currency broker or banking or financial
institution with which the contract or option is
made, the maintenance of proper records with respect
to the transaction and the maintenance of any
segregated account required in connection with the
transaction. The Custodian shall have no duty with
respect to the selection of the currency brokers or
banking or financial institutions with which the Fund
deals or for their failure to comply with the terms
of any contract or option. Without limiting the
foregoing, it is agreed that upon receipt of proper
instructions and insofar as funds are made available
to the Custodian for the purpose, the Custodian may
(if determined necessary by the Custodian to
consummate a particular transaction on behalf and for
the account of the Fund) make free outgoing payments
of cash in the form of U.S. dollars or foreign
currency before receiving confirmation of a foreign
exchange contract or confirmation that the
countervalue currency completing the foreign exchange
contact has been delivered or received. The Custodian
shall not be responsible for any costs and interest
charges which may be incurred by the Fund or the
Custodian as a result of the failure or delay of
third parties to deliver foreign exchange; provided
that the Custodian shall nevertheless be held to the
standard of care set forth in, and shall be liable to
the Fund in accordance with, the provisions of
Section 8.
V. Actions Permitted Without Express Authority.
The Custodian may
in its discretion, without express authority from the Fund:
1) make payments to itself or others for minor
expenses of handling securities or other
similar items relating to its duties under
this Agreement, provided, that all such
payments shall be accounted for by the
Custodian to the Treasurer of the Fund;
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<PAGE>
2) surrender securities in temporary form for
securities in definitive form;
3) endorse for collection, in the name of the
Fund, checks, drafts and other negotiable
instruments; and
4) in general, attend to all nondiscretionary
details in connection with the sale,
exchange, substitution, purchase, transfer
and other dealings with the securities and
property of the Fund except as otherwise
directed by the Fund.
4. Duties of Bank with Respect to Books of Account and Calculations of Net
Asset Value
The Bank shall as Agent (or as Custodian, as the case may be) keep such
books of account (including records showing the adjusted tax costs of the Fund's
portfolio securities) and render as at the close of business on each day a
detailed statement of the amounts received or paid out and of securities
received or delivered for the account of the Fund during said day and such other
statements, including a daily trial balance and inventory of the Fund's
portfolio securities; and shall furnish such other financial information and
data as from time to time requested by the Treasurer or any executive officer of
the Fund; and shall compute and determine, as of the close of business of the
New York Stock Exchange, or at such other time or times as the Board may
determine, the net asset value of a Share in the Fund, such computation and
determination to be made in accordance with the governing documents of the Fund
and the votes and instructions of the Board at the time in force and applicable,
and promptly notify the Fund and its investment adviser and such other persons
as the Fund may request of the result of such computation and determination. In
computing the net asset value the Custodian may rely upon security quotations
received by telephone or otherwise from sources or pricing services designated
by the Fund by proper instructions, and may further rely upon information
furnished to it by any authorized officer of the Fund relative (a) to
liabilities of the Fund not appearing on its books of account, (b) to the
existence, status and proper treatment of any reserve or reserves, (c) to any
procedures established by the Board regarding the valuation of portfolio
securities, and (d) to the value to be assigned to any bond, note, debenture,
Treasury bill, repurchase agreement, subscription right, security, participation
interests or other asset or property for which market quotations are not readily
available.
5. Records and Miscellaneous Duties
The Bank shall create, maintain and preserve all records relating to
its activities and obligations under this Agreement in such manner as will meet
the obligations of the Fund under the Investment Company Act of 1940, with
particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder,
applicable federal and state tax laws and any other law or administrative rules
or procedures which may be applicable to the Fund. All books of account and
records maintained by the Bank in connection with the performance of its duties
under this Agreement shall be the property of the Fund, shall at all times
during the regular business hours of the Bank be open for inspection by
authorized officers, employees or agents of the Fund, and in the event of
termination of this Agreement shall be delivered to the Fund or to such other
person or persons as shall be designated by the Fund. Disposition of any account
or record after any required period of preservation shall be only in accordance
with specific instructions received from the Fund. The Bank shall assist
generally in the preparation of reports to shareholders, to the Securities and
Exchange Commission, including Forms N-SAR and N-1Q, to state "blue
sky"authorities and to others, audits of accounts, and other ministerial matters
of like nature; and, upon request, shall furnish the Fund's auditors with an
attested inventory of securities held with
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<PAGE>
appropriate information as to securities in transit or in the process of
purchase or sale and with such other information as said auditors may from time
to time request. The Custodian shall also maintain records of all receipts,
deliveries and locations of such securities, together with a current inventory
thereof, and shall conduct periodic verifications (including sampling counts at
the Custodian) of certificates representing bonds and other securities for which
it is responsible under this Agreement in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the accuracy of
such inventory. The Bank shall not disclose or use any books or records it has
prepared or maintained by reason of this Agreement in any manner except as
expressly authorized herein or directed by the Fund, and the Bank shall keep
confidential any information obtained by reason of this Agreement.
6. Opinion of Fund's Independent Public Accountants
The Custodian shall take all reasonable action, as the Fund may from
time to time request, to enable the Fund to obtain from year to year favorable
opinions from the Fund's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Fund's
registration statement and Form N-SAR or other periodic reports to the
Securities and Exchange Commission and with respect to any other requirements of
such Commission.
7. Compensation and Expenses of Bank
The Bank shall be entitled to reasonable compensation for its services
as Custodian and Agent, as agreed upon from time to time between the Fund and
the Bank. The Bank shall be entitled to receive from the Fund on demand
reimbursement for its cash disbursements, expenses and charges, including
counsel fees, in connection with its duties as Custodian and Agent hereunder,
but excluding salaries and usual overhead expenses.
8. Responsibility of Bank
So long as and to the extent that it is in the exercise of reasonable
care, the Bank as Custodian and Agent shall be held harmless in acting upon any
notice, request, consent, certificate or other instrument reasonably believed by
it to be genuine and to be signed by the proper party or parties.
The Bank as Custodian and Agent shall be entitled to rely on and may
act upon advice of counsel (who may be counsel for the Fund) on all matters, and
shall be without liability for any action reasonably taken or omitted pursuant
to such advice.
The Bank as Custodian and Agent shall be held to the exercise of
reasonable care in carrying out the provisions of this Agreement but shall be
liable only for its own negligent or bad faith acts or failures to act.
Notwithstanding the foregoing, nothing contained in this paragraph is intended
to nor shall it be construed to modify the standards of care and responsibility
set forth in Section 2 hereof with respect to subcustodians and in subparagraph
f of Paragraph L of Section 3 hereof with respect to Securities Systems and in
subparagraph g of Paragraph M of Section 3 hereof with respect to an Approved
Book-Entry System for Commercial Paper.
The Custodian shall be liable for the acts or omissions of a foreign
banking institution to the same extent as set forth with respect to
subcustodians generally in Section 2 hereof, provided that, regardless of
whether assets are maintained in the custody of a foreign banking institution, a
foreign securities depository or a branch of a U.S. bank, the Custodian shall
not be liable for any loss, damage, cost,
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<PAGE>
expense, liability or claim resulting from, or caused by, the direction of or
authorization by the Fund to maintain custody of any securities or cash of the
Fund in a foreign county including, but not limited to, losses resulting from
nationalization, expropriation, currency restrictions, acts of war, civil war or
terrorism, insurrection, revolution, military or usurped powers, nuclear
fission, fusion or radiation, earthquake, storm or other disturbance of nature
or acts of God.
If the Fund requires the Bank in any capacity to take any action with
respect to securities, which action involves the payment of money or which
action may, in the opinion of the Bank, result in the Bank or its nominee
assigned to the Fund being liable for the payment of money or incurring
liability of some other form, the Fund, as a prerequisite to requiring the
Custodian to take such action, shall provide indemnity to the Custodian in an
amount and form satisfactory to it.
9. Persons Having Access to Assets of the Fund
(i) No trustee, director, general partner, officer, employee or agent
of the Fund shall have physical access to the assets of the Fund held by the
Custodian or be authorized or permitted to withdraw any investments of the Fund,
nor shall the Custodian deliver any assets of the Fund to any such person. No
officer or director, employee or agent of the Custodian who holds any similar
position with the Fund or the investment adviser of the Fund shall have access
to the assets of the Fund.
(ii) Access to assets of the Fund held hereunder shall only be
available to duly authorized officers, employees, representatives or agents of
the Custodian or other persons or entities for whose actions the Custodian shall
be responsible to the extent permitted hereunder, or to the Fund's independent
public accountants in connection with their auditing duties performed on behalf
of the Fund.
(iii) Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Fund or of the investment adviser of the Fund from giving
instructions to the Custodian or executing a certificate so long as it does not
result in delivery of or access to assets of the Fund prohibited by paragraph
(i) of this Section 9.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided, may
be amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided, that
the Fund may at any time by action of its Board, (i) substitute another bank or
trust company for the Custodian by giving notice as described above to the
Custodian, or (ii) immediately terminate this Agreement in the event of the
appointment of a conservator or receiver for the Custodian by the Federal
Deposit Insurance Corporation or by the Banking Commissioner of The Commonwealth
of Massachusetts or upon the happening of a like event at the direction of an
appropriate regulatory agency or court of competent jurisdiction. Upon
termination of the Agreement, the Fund shall pay to the Custodian such
compensation as may be due as of the date of such termination and shall likewise
reimburse the Custodian for its costs, expenses and disbursements.
Unless the holders of a majority of the outstanding Shares of the Fund
vote to have the securities, funds and other properties held hereunder delivered
and paid over to some other bank or trust company, specified in the vote, having
not less than $2,000,000 of aggregate capital, surplus and undivided profits,
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<PAGE>
as shown by its last published report, and meeting such other qualifications for
custodians set forth in the Investment Company Act of 1940, the Board shall,
forthwith, upon giving or receiving notice of termination of this Agreement,
appoint as successor custodian, a bank or trust company having such
qualifications. The Bank, as Custodian, Agent or otherwise, shall, upon
termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no such vote has been adopted by
the shareholders and that no written order designating a successor custodian
shall have been delivered to the Bank on or before the date when such
termination shall become effective, then the Bank shall not deliver the
securities, funds and other properties of the Fund to the Fund but shall have
the right to deliver 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, all funds, securities and properties of the Fund held by or
deposited with the Bank, and all books of account and records kept by the Bank
pursuant to this Agreement, and all documents held by the Bank relative thereto.
Thereafter such bank or trust company shall be the successor of the Custodian
under this Agreement.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and the
Fund may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
shall contravene any applicable federal or state regulations or any provision of
the governing instruments of the Fund. No interpretive or additional provisions
made as provided in the preceding sentence shall be deemed to be an amendment of
this Agreement.
12. Notices
Notices and other writings delivered or mailed postage prepaid to the
Fund addressed to 24 Federal Street, Boston, Massachusetts 02110, or to such
other address as the Fund may have designated to the Bank, in writing, or to
Investors Bank & Trust Company, 24 Federal Street, Boston, Massachusetts 02110,
shall be deemed to have been properly delivered or given hereunder to the
respective addressees.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
If the Fund is a Massachusetts business trust, the Custodian expressly
acknowledges the provision in the Fund's declaration of trust limiting the
personal liability of the trustees and shareholders of the Fund; and the
Custodian agrees that it shall have recourse only to the assets of the Fund for
the payment of claims or obligations as between the Custodian and the Fund
arising out of this Agreement, and the Custodian shall not seek satisfaction of
any such claim or obligation from the trustees or shareholders of the Fund.
-21-
<PAGE>
14. Adoption of the Agreement by the Fund
The Fund represents that its Board has approved this Agreement and has
duly authorized the Fund to adopt this Agreement, such adoption to be evidenced
by a letter agreement between the Fund and the Bank reflecting such adoption,
which letter agreement shall be dated and signed by a duly authorized officer of
the Fund and duly authorized officer of the Bank. This Agreement shall be deemed
to be duly executed and delivered by each of the parties in its name and behalf
by its duly authorized officer as of the date of such letter agreement, and this
Agreement shall be deemed to supersede and terminate, as of the date of such
letter agreement, all prior agreements between the Fund and the Bank relating to
the custody of the Fund's assets.
* * * * *
-22-
December 19, 1990
The Wright Managed Bond Trust hereby adopts and agrees to become a party to the
attached Master Custodian Agreement between the Wright Managed Investment Funds
and Investors Bank & Trust Company.
THE WRIGHT MANAGED BOND TRUST
BY/s/ Peter M. Donovan
-------------------------
President
Accepted and agreed to:
INVESTORS BANK & TRUST COMPANY
BY: /s/ Henry M. Joyce
- ------------------------
Title: Vice President
Exhibit(8)(b)
AMENDMENT TO
MASTER CUSTODIAN AGREEMENT
BETWEEN
WRIGHT MANAGED INVESTMENT FUNDS
AND
INVESTORS BANK & TRUST COMPANY
This Amendment, dated as of September 20, 1995, is made to the MASTER
CUSTODIAN AGREEMENT (the "Agreement") between each investment company advised by
Wright Investors' Service which has adopted the Agreement (the "Funds") and
Investors Bank & Trust Company (the "Custodian") pursuant to Section 10 of the
Agreement.
The Funds and the Custodian agree that Section 10 of the Agreement shall,
as of September 20, 1995, be amended to read as follows:
Unless otherwise defined herein, terms which are defined in the Agreement
and used herein are so used as so defined.
10. Effective Period, Termination and Amendment; Successor Custodian
This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated by either party after August 31, 2000
by an instrument in writing delivered or mailed, postage prepaid to the other
party, such termination to take effect not sooner than sixty (60) days after the
date of such delivery or mailing; provided, that the Fund may at any time by
action of its Board, (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian in the event the
Custodian assigns this Agreement to another party without consent of the
noninterested Trustees of the Funds, or (ii) immediately terminate this
Agreement in the event of the appointment of a conservator or receiver for the
Custodian by the Federal Deposit Insurance Corporation or by the Banking
Commissioner of The Commonwealth of Massachusetts or upon the happening of a
like event at the direction of an appropriate regulatory agency or court of
competent jurisdiction. Upon termination of the Agreement, the Fund shall pay to
the Custodian such compensation as may be due as of the date of such termination
(and shall likewise reimburse the Custodian for its costs, expenses and
disbursements).
This Agreement may be amended at any time by the written agreement of the
parties hereto. If a majority of the non-interested trustees of any of the Funds
determines that the performance of the Custodian has been unsatisfactory or
adverse to the interests of shareholders of any Fund or Funds or that the terms
of the Agreement are no longer consistent with publicly available industry
standards, then the Fund or Funds shall give written notice to the Custodian of
such determination and the Custodian shall have 60 days to (1) correct such
performance to the satisfaction of the non-interested trustees or (2)
renegotiate terms which are satisfactory to the non-interested trustees of the
Funds. If the conditions of the preceding sentence are not met then the Fund or
Funds may terminate this Agreement on sixty (60) days written notice.
<PAGE>
The Board of the Fund shall, forthwith, upon giving or receiving notice of
termination of this Agreement, appoint as successor custodian, a bank or trust
company having the qualifications required by the Investment Company Act of 1940
and the Rules thereunder. The Bank, as Custodian, Agent or otherwise, shall,
upon termination of the Agreement, deliver to such successor custodian, all
securities then held hereunder and all funds or other properties of the Fund
deposited with or held by the Bank hereunder and all books of account and
records kept by the Bank pursuant to this Agreement, and all documents held by
the Bank relative thereto. In the event that no written order designating a
successor custodian shall have been delivered to the Bank on or before the date
when such termination shall become effective, then the Bank shall not deliver
the securities, funds and other properties of the Fund to the Fund but shall
have the right to deliver to a bank or trust company doing business in Boston,
Massachusetts of its own selection meeting the above required qualifications,
all funds, securities and properties of the Fund held by or deposited with the
Bank, and all books of account and records kept by the Bank pursuant to this
Agreement, and all documents held by the Bank relative thereto. Thereafter such
bank or trust company shall be the successor of the Custodian under this
Agreement.
Except as expressly provided herein, the Agreement shall remain unchanged
and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers, as of the day and year first above
written.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
THE WRIGHT EQUIFUND EQUITY TRUST
THE WRIGHT MANAGED BLUE CHIP SERIES TRUST
By:/s/ James L. O'Connor
---------------------
Treasurer
INVESTORS BANK & TRUST COMPANY
By:/s/ Michael F. Rogers
----------------------
EXHIBIT 8(c)
February __, 1997
Catholic Values Investment Trust hereby adopts and agrees to become a party to
the attached Master Custodian Agreement between the Wright Managed Investment
Funds and Investors Bank & Trust Company.
CATHOLIC VALUES INVESTMENT TRUST
By:________________________________
Peter M. Donovan
President
Accepted and agreed to:
INVESTORS BANK & TRUST COMPANY
By:____________________________________
Michael F. Rogers
Executive Managing Director
EXHIBIT 11
Independent Auditors' Consent
We consent to the inclusion in this Pre-Effective Amendment No. 1 to the
Registration Statement (1993 Act File No. 333-17161) of Catholic Values
Investment Trust of our report dated February 3, 1997 appearing in the Statement
of Additional Information which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
February 19, 1997
EXHIBIT 13
January 31, 1997
Catholic Values Investment Trust
on behalf of Catholic Values Investment Trust Equity Fund
24 Federal Street
Boston, MA 02210
Ladies and Gentlemen:
With respect to our purchase from you, at the purchase price of
$100,000 of 10,000 shares of beneficial interest, net asset value of $10.00 per
share for ("Initial Shares") in Catholic Values Investment Trust Equity Fund
(the "Fund"), we hereby advise you that we are purchasing such Initial Shares
for investment purposes without any present intention of redeeming or reselling.
Very truly yours,
Wright Investors' Service
/s/ A.M.Moody III
By -------------------------
A.M. Moody III
Senior Vice President
EXHIBIT 15
Distribution Plan
of
Catholic Values Investment Trust Equity Fund
WHEREAS, Catholic Values Investment Trust (the "Trust") engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, Wright Investors Service Distributors, Inc.(the "Distributor")
acts as distributor of the shares of beneficial interest of the Trust's
series -- Catholic Values Investment Trust Equity Fund (the "Fund");
WHEREAS, the Trust, on behalf of the Fund, intends to pay distribution
expenses with respect to two classes of its shares: the Individual Shares and
the Institutional Service Shares;
WHEREAS, the Trust has entered into a distribution contract with the
Distributor, whereby the Distributor renders services to the Trust in connection
with the offering and distribution of all classes of Fund Shares;
WHEREAS, the Trust recognizes and agrees that the Distributor may
impose certain deferred sales charges in connection with the repurchase of
Individual Shares by the Trust, and the Distributor may retain (or receive from
the Trust, as the case may be) all such deferred sales charges; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Distribution Plan will benefit the
Fund and the holders of its Individual Shares and Institutional Service Shares.
NOW, THEREFORE, the Trust hereby adopts this Distribution Plan (this
"Plan") on behalf of the Fund, the Individual Shares and the Institutional
Service Shares in accordance with Rule 12b-1 under the Act and containing the
following terms and conditions:
1. (a) The Trust, on behalf of the Fund, is authorized to reimburse the
Distributor for distribution services performed and expenses incurred by the
Distributor in connection with the Fund's Individual Shares. The amount of such
compensation paid during any one year shall not exceed .75% of the average daily
net assets of the Fund attributable to the Individual Shares. Such compensation
shall be calculated and accrued daily and paid monthly.
<PAGE>
(b) The Trust, on behalf of the Fund, is authorized to reimburse
the Distributor for distribution services performed and expenses incurred by the
Distributor in connection with the Fund's Institutional Service Shares. The
amount of such compensation paid during any one year shall not exceed .25% of
the average daily net assets of the Fund attributable to the Institutional
Service Shares. Such compensation shall be calculated and accrued daily and paid
monthly.
2. (a) Distribution services and expenses for which the Distributor may
be reimbursed by the Individual Shares and the Institutional Service Shares
pursuant to this Plan include, without limitation: compensation to and expenses
incurred by dealers or wholesalers retained by the Distributor (collectively,
the "Authorized Dealers") and the officers, employees and sales representatives
of Authorized Dealers and of the Distributor; allocable overhead, travel and
telephone expenses; the printing of prospectuses and reports for other than
existing shareholders; the preparation and distribution of sales literature and
advertising; and all other expenses (other than personal and account maintenance
services as defined in the Trust's Service Plan) incurred in connection with
activities primarily intended to result in the sale of such class of shares.
(b) The Distributor may impose certain deferred sales charges in
connection with the repurchase of Individual Shares by the Trust and the
Distributor may retain (or receive from the Trust, as the case may be) all such
deferred sales charges.
3. This Plan shall not take effect until it has been approved by both a
majority of (i) those Trustees of the Trust who are not "interested persons" of
the Trust (as defined in the Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreements related to it (the
"Independent Trustees"), and (ii) all of the Trustees then in office, cast in
person at a meeting (or meetings) called for the purpose of voting on this Plan.
4. Any agreements related to this Plan shall not take effect until
approved in the manner provided for approval of this Plan in paragraph 3.
5. This Plan shall continue in effect until February 28, 1998 and from
year to year thereafter for so long as such continuance after February 28, 1998
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.
6. The persons authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement shall be the
President or any Vice President of the Trust. Such persons shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
<PAGE>
7. This Plan may be terminated at any time as to either class of shares
by vote of a majority of the Independent Trustees, or by vote of a majority of
the outstanding voting securities of that class. If the Plan is terminated or
not continued as to either class of shares by the Trustees and no successor plan
is adopted, the Fund shall cease to make distribution payments to the
Distributor with respect to that class.
The term "vote of a majority of the outstanding voting securities of
that class" shall mean the vote of the lesser (a) 67 per centum or more of the
particular class present or represented by proxy at the meeting if the holders
of more than 50 per centum of the outstanding securities of that class are
present or represented by proxy at the meeting, or (b) more than 50 per centum
of the outstanding securities of the particular class.
8. This Plan may not be amended to increase materially the limit upon
distribution expenses of either class of shares provided in paragraph 1 or to
change the nature of such expenses provided in paragraph 2 hereof unless such
amendment is approved by a vote of at least a majority of the outstanding voting
securities of that class and no material amendment to the Plan shall be made
unless approved in the manner provided for approval and annual renewal in
paragraph 3 hereof.
9. While this Plan is in effect, the selection and nomination of the
Independent Trustees shall be committed to the discretion of the Independent
Trustees.
10. The Trust shall preserve copies of this Plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, or of the agreements of such
reports, as the case may be, the first two years in an easily accessible place.
11. It is the opinion of the Trust's Trustees and officers that the
following are not expenses primarily intended to result in the sale of the
Fund's shares: fees and expenses of registering the shares 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
the shares of either class, they shall be considered to be expenses contemplated
by and included in this Distribution Plan but not subject to the limitation
prescribed in paragraph 1 hereof.
<PAGE>
IN WITNESS WHEREOF, the Trust has executed this Distribution Plan on
February 28, 1997.
CATHOLIC VALUES INVESTMENT TRUST
By:_________________________________
Peter M. Donovan
President
Attest:
- ------------------------------
H. Day Brigham, Jr.
Secretary
EXHIBIT 16
Catholic Values Investment Trust Equity Fund
Multiple Class Plan Pursuant to Rule 18f-3
Individual Shares, Institutional Shares and Institutional Service Shares
February 28, 1997
Each class of shares of Catholic Values Investment Trust Equity Fund
(the "Fund"), a series of Catholic Values Investment Trust (the "Trust"), a
Massachusetts business trust, will have the same relative rights and privileges
and be subject to the same fees and expenses, except as set forth below. The
Board of Trustees may determine in the future that other distribution
arrangements, allocations of expenses (whether ordinary or extraordinary) or
services to be provided to a class of shares are appropriate and amend this Plan
accordingly without the approval of shareholders of any class. Shares of one
class may not be exchanged for shares of any other class and shares of either
class may not be exchanged for shares of any other mutual funds. Neither class
of shares has a conversion feature.
Article I. Individual Shares
Individual Shares are sold at net asset value per share without the
imposition of an initial sales charge. However, Individual Shares redeemed
within one year of purchase will be subject to a CDSC as set forth in the Fund's
prospectus. Individual Shares are sold subject to the minimum purchase
requirements set forth in the Fund's prospectus. Individual Shares shall be
entitled to the shareholder services set forth from time to time in the Fund's
prospectus with respect to Individual Shares. Individual Shares are subject to
fees calculated as a stated annual percentage of the net assets attributable to
Individual Shares under the Fund's Rule 12b-1 Distribution Plan and the Fund's
Service Plan as set forth in the respective Plans. The Individual Shareholders
of the Fund have exclusive voting rights, if any, with respect to the Fund's
Rule 12b-1 Distribution Plan and Service Plan as each affects the Individual
Shares. Transfer agency fees are allocated to Individual Shares on a per account
basis except to the extent, if any, that such an allocation would cause the Fund
to fail to satisfy any requirement necessary to obtain or rely on a private
letter ruling or a revenue procedure issued by the Internal Revenue Service
("IRS") relating to the issuance of multiple classes of shares. Individual
Shares shall bear the costs and expenses associated with conducting a
shareholder meeting for matters relating to Individual Shares.
The initial purchase date for Individual Shares acquired through
reinvestment of dividends on Individual Shares will be deemed to be the date on
which the original Individual Shares were purchased.
<PAGE>
Article II. Institutional Shares
Institutional Shares are sold at net asset value without a sales charge
and subject to the minimum purchase requirements set forth in the Fund's
prospectus. Institutional Shares shall be entitled to the shareholder services
set forth from time to time in the Fund's prospectus with respect to
Institutional Shares. Institutional Shares are subject to fees calculated as a
stated annual percentage of the net assets attributable to Institutional Shares
under the Fund's Service Plan as set forth in such Service Plan. The
Institutional Shareholders have exclusive voting rights, if any, with respect to
the Fund's Service Plan as it affects the Institutional Shares. Transfer agency
fees are allocated to Institutional Shares on a per account basis except to the
extent, if any, that such an allocation would cause the Fund to fail to satisfy
any requirement necessary to obtain or rely on a private letter ruling or
revenue procedure issued by the IRS relating to the issuance of multiple classes
of shares. Institutional Shares shall bear the costs and expenses associated
with conducting a shareholder meeting for matters relating to Institutional
Shares.
Article III. Institutional Service Shares
Institutional Service Shares are sold at net asset value without a
sales charge and subject to the minimum purchase requirements set forth in the
Fund's prospectus. Institutional Service Shares shall be entitled to the
shareholder services set forth from time to time in the Fund's prospectus with
respect to Institutional Service Shares. Institutional Service Shares are
subject to fees calculated as a stated percentage of the annual net assets
attributable to Institutional Service Shares under the Fund's Rule 12b-1
Distribution Plan and the Fund's Service Plan as set forth in the respective
Plans. The Institutional Service Shareholders have exclusive voting rights, if
any, with respect to the Fund's Rule 12b-1 Distribution Plan and Service Plan as
each affects the Institutional Service Shares. Transfer agency fees are
allocated to Institutional Service Shares on a per account basis except to the
extent, if any, that such an allocation would cause the Fund to fail to satisfy
any requirement necessary to obtain or rely on a private letter ruling or
revenue procedure issued by the IRS relating to the issuance of multiple classes
of shares. Institutional Service Shares shall bear the costs and expenses
associated with conducting a shareholder meeting for matters relating to
Institutional Service Shares.
Article IV. Approval of Board of Trustees
This Plan shall not take effect until it has been approved by the vote
of a majority (or whatever greater percentage may, from time to time, be
required under Rule 18f-3 under the Investment Company Act of 1940, as amended
(the "Act)) of (a) all of the Trustees of the Trust, and (b) those Trustees who
are not "interested persons" of the Trust or the Fund, as such term may from
time to time be defined under the Act.
Article V. Amendments
No material amendment to the Plan shall be effective unless it is
approved by the Board of Trustees in the same manner as is provided for approval
of this Plan in Article IV.
EXHIBIT 17
Power of Attorney
We, the undersigned officers and Trustees of Catholic Values Investment
Trust, a Massachusetts business trust, do hereby severally constitute and
appoint H. Day Brigham, Jr., Peter M. Donovan, Alan R. Dynner and A.M. Moody,
III, or any of them, to be true, sufficient and lawful attorneys, or attorney
for each of us, to sign for each of us, in the name of each of us in the
capacities indicated below, and any and all amendments (including post-effective
amendments) to the Registration Statement on Form N-1A filed by Catholic Values
Investment Trust with the Securities and Exchange Commission in respect of
shares of beneficial interest and other documents and papers relating thereto.
IN WITNESS WHEREOF we have hereunto set our hands on the dates set
opposite our respective signatures.
SIGNATURE CAPACITY DATE
- --------- ---------- ---------
/s/ Peter M. Donovan President, Principal January 22, 1997
- ------------------------ Executive Officer & Trustee
Peter M. Donovan
/s/ James L. O'Connor* Treasurer, Principal January 22, 1997
- ------------------------ Financial and Accounting Officer
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee January 22, 1997
- ------------------------
H. Day Brigham, Jr.
/s/ A. M. Moody III Trustee January 22, 1997
- ------------------------
A. M. Moody III
/s/ Winthrop S. Emmet Trustee January 22, 1997
- ------------------------
Winthrop S. Emmet
/s/ Leland Miles Trustee January 22, 1997
- ------------------------
Leland Miles
/s/ Lloyd F. Pierce Trustee January 22, 1997
- ------------------------
Lloyd F. Pierce
/s/ Raymond Van Houtte Trustee January 22, 1997
- ------------------------
Raymond Van Houtte
EXHIBIT 18
Service Plan
of
Catholic Values Investment Trust
WHEREAS, Catholic Values Investment Trust (the "Trust") engages in
business as an open-end management investment company and is registered as such
under the Investment Company Act of 1940, as amended (the "Act");
WHEREAS, Wright Investors Service Distributors,Inc.("WISDI") provides,
or arranges for others ("Intermediaries") to provide, account administration
and personal and account maintenance services to shareholders of each series
the "Funds") of shares of the Trust;
WHEREAS, the Trust, on behalf of each class of the Funds, intends to
reimburse WISDI for its expenses in providing, or arranging for Intermediaries
to provide, these services; and
WHEREAS, the Trustees of the Trust have determined that there is a
reasonable likelihood that adoption of this Service Plan will benefit each class
of the Funds and its respective shareholders.
NOW, THEREFORE, the Trust hereby adopts this Service Plan (this "Plan")
on behalf of each class of the Funds containing the following terms and
conditions:
1. The Trust, on behalf of each class of the Fund, is authorized to
reimburse the Principal Underwriter for expenses incurred in providing, or
arranging for Intermediaries to provide, account administration and personal and
account maintenance services to beneficial owners of the shares of that class
and Fund. The amount of such reimbursements paid during any one year with
respect to each class of the Fund shall not exceed .25% of the average daily net
assets of that class. Such compensation shall be calculated and accrued daily
and paid monthly.
2. Account administration and personal and account maintenance services
and expenses for which WISDI may be reimbursed pursuant to this Plan include,
without limitation, (a) acting, or arranging for Intermediaries to act, as the
record holder and nominee of all shares of each class of the Funds beneficially
owned by customers of the Intermediaries ("Customers"); (b) establishing and
maintaining individual accounts and records with respect to shares owned by
Customers; (c) providing facilities to answer questions and respond to
correspondence with Customers and other investors about the status of their
accounts or about other aspects of the Funds; (d) processing and issuing
confirmations concerning Customer orders to purchase, redeem and exchange shares
promptly and in accordance with the then effective prospectus for shares of each
Fund; (e) receiving and transmitting funds representing the purchase price or
redemption proceeds of such shares;
<PAGE>
(f) responding to investor requests for prospectuses and statements of
additional information; (g) displaying and making prospectuses available on the
Intermediary's premises; (h) assisting Customers in completing application
forms, selecting dividend and other account options and opening custody accounts
with the Intermediary; (i) acting as liaison between Customers and the Funds,
including obtaining information about the Funds, assisting the Funds in
correcting errors and resolving problems; and (j) providing such statistical and
other information as may be reasonably requested by the Funds or necessary for
the Funds to comply with applicable federal or state laws.
3. This Plan shall not take effect until after it has been approved by
both a majority of (a) those Trustees of the Trust who are not "interested
persons" of the Trust (as defined in the Act) and have no direct or indirect
financial interest in the operation of this Plan or any agreements related to it
(the "Independent Trustees"), and (b) all of the Trustees then in office, cast
in person at a meeting (or meetings) called for the purpose of voting on this
Plan.
4. Any agreements related to this Plan shall not take effect until
approved in the manner provided for approval of this Plan in paragraph 3.
5. This Plan shall continue in effect until February 28, 1998 and from
year to year thereafter for so long as such continuance after February 28, 1998
is specifically approved at least annually in the manner provided for approval
of this Plan in paragraph 3.
6. The persons authorized to direct the disposition of monies paid or
payable by the Funds pursuant to this Plan or any related agreement shall be the
President or any Vice President of the Trust. Such persons shall provide to the
Trustees and the Trustees shall review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
7. This Plan may be terminated as to any Fund or with respect to any
class of shares of any Fund at any time by vote of a majority of the Independent
Trustees, or by vote of a majority of the outstanding voting securities of that
Fund or class. If the Plan is terminated with respect to a Fund or any class of
shares thereof or is not continued by the Trustees and no successor plan is
adopted, such Fund or class shall cease to make service payments to WISDI.
The term "vote of a majority of the outstanding voting securities of
that Fund or class" shall mean the vote of the lesser (a) 67 per cent or more of
the shares of the particular Fund or class present or represented by proxy at
the meeting if the holders of more than 50 per cent of the outstanding shares of
the particular Fund or class are present or represented by proxy at the meeting,
or (b) more than 50 per cent of the outstanding shares of the particular Fund or
class.
<PAGE>
8. This Plan may not be amended as to any Fund or class of shares
thereof to increase materially the limit upon service expenses provided in
paragraph 1 or to change the nature of such expenses provided in paragraph 2
hereof unless such amendment is approved by a vote of at least a majority of the
outstanding voting securities of that Fund or class. No material amendment to
the Plan shall be made unless approved in the manner provided for approval and
annual continuance in paragraph 3 hereof.
9. While this Plan is in effect, the selection and nomination of the
Independent Trustees shall be committed to the discretion of the Independent
Trustees.
10. The Trust shall preserve copies of this Plan, any related
agreements and all reports made pursuant to paragraph 6 hereof for a period of
not less than six years from the date of this Plan, the agreements or such
reports, as the case may be, the first two years in an easily accessible place.
IN WITNESS WHEREOF, the Trust has executed this Service Plan on
February 28, 1997.
CATHOLIC VALUES INVESTMENT TRUST
By:________________________________
Peter M. Donovan
President
Attest:
- ------------------------------
H. Day Brigham, Jr.
Secretary
[ARTICLE] 6
[CIK] 0000000000
[NAME] CATHOLIC VALUES INVESTMENT TRUST EQUITY FUND
<TABLE>
<S> <C>
[PERIOD-TYPE] 1-MO
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] JAN-31-1997
[INVESTMENTS-AT-COST] 0
[INVESTMENTS-AT-VALUE] 0
[RECEIVABLES] 0
[ASSETS-OTHER] 95,000
[OTHER-ITEMS-ASSETS] 100,000
[TOTAL-ASSETS] 195,000
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 95,000
[TOTAL-LIABILITIES] 95,000
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 0
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 0
[NET-ASSETS] 100,000
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 0
[NET-INVESTMENT-INCOME] 0
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 0
[NET-CHANGE-FROM-OPS] 0
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 0
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 0
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 0
[AVERAGE-NET-ASSETS] 0
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.00
[EXPENSE-RATIO] 0
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
