As filed with the Securities and Exchange Commission on September 10, 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]
POST-EFFECTIVE AMENDMENT NO. 2 [x]
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [x]
AMENDMENT NO. 3 [x]
Catholic Values Investment Trust
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(Exact Name of Registrant as Specified in Charter)
24 Federal Street, Boston, Massachusetts 02110
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(Address of Principal Executive Offices)
617-482-8260
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(Registrant's Telephone Number)
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
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(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box):
[x] Immediately upon filing pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ]On (date) pursuant to paragraph (b)
[ ]On (date) pursuant to paragraph (a)(1)
[ ]On (date) pursuant to paragraph (a)(2) of rule 485
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
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>
This Amendment to the registration statement on Form N-1A consists of the
following documents and papers:
Cross Reference Sheet required by Rule 481(a) under Securities Act of 1933.
Part A -- The Prospectus of Catholic Values Investment Trust Equity Fund
Part B -- Statement of Additional Information of Catholic Values
Investment Trust Equity Fund
Part C -- Other Information
Signatures
Exhibit Index Required by Rule 483(a) under the Securities Act of 1933
Exhibits
<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
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<S> <C> <C>
1....................... Front Cover Page
2....................... An Introduction to the Fund, Shareholder and Fund
Expenses
3....................... Financial Highlights, 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
5A...................... 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
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10....................... Front Cover Page and Back Cover
11....................... Table of Contents
12....................... Additional Information about the Trust
13....................... Additional Investment Information, Investment
Restrictions
14....................... Trustees, Officers and the 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....................... Additional Information about the Trust
19....................... Service Plan, Pricing of Shares,
Principal Underwriter
20....................... Taxes
21....................... Principal Underwriter
22....................... Calculation of Performance and Yield
Quotations
23....................... Financial Statements
</TABLE>
<PAGE>
PART A
Information Required in a Prospectus
P R O S P E C T U S September 10, 1997
Individual Shares
Institutional Shares
Institutional Service Shares
===============================================================================
Catholic Values Investment Trust Equity Fund
A mutual fund seeking long-term growth of capital and reasonable current income
===============================================================================
a series of
Catholic Values Investment Trust
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Write To: Catholic Values Investment Trust, c/o Wright Investors' Service
Distributors, Inc.,
1000 Lafayette Boulevard, Bridgeport, Connecticut 06604
Or Call: The Fund Order Room-- (800) 225-6265, Ext. 7750
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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 September 10, 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 (888-974-4486) or from the Fund's website
(http://www.catholicinvestment.com). In addition, the Securities and Exchange
Commission maintains a website (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
Financial Highlights.............................. 5
The Fund's Investment Objective and Policies...... 6
Other Investment Policies......................... 7
The Investment Adviser............................ 8
Investment Committee and Catholic Advisory Board.. 9
The Administrator................................. 10
Distribution Expenses -Individual Shares.......... 10
Service Plan...................................... 11
How the Fund Values its Shares.................... 11
How to Buy Shares................................. 11
Distributions by the Fund......................... 14
Taxes............................................. 14
How to Redeem or Sell Shares...................... 15
Performance Information........................... 17
Other Information................................. 18
Tax-Sheltered Retirement Plans.................... 18
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................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 and Policies.....The Fund seeks long-term growth of
capital and reasonable current income. The Fund pursues this objective by
investing in a broadly diversified portfolio consisting primarily of equity
securities of high-quality, well-established and profitable 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., 1000 Lafayette Boulevard, Bridge- Adviser port, Connecticut 06604
("Wright" or the "Investment Adviser"), as investment adviser to carry out the
investment and reinvestment of its assets.
Catholic Advisory Board........The Fund has appointed a Catholic 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") is the Distributor of the Fund's
shares.
How to Purchase Individual Shares of the Fund..........Individual Shares of
the Fund may be purchased at the net asset value per share next determined after
receipt and acceptance of the purchase order. 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 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."
<PAGE>
How to Purchase Institutional Shares and Institutional Service Shares of
the Fund..........Institutional Shares and Institutional Service Shares of the
Fund may be purchased at the net asset value per share next determined after
receipt and acceptance of the purchase 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. The net asset value
is also available on the Fund's website, www.catholicinvestment.com.
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 Communications..............Each shareholder will receive
annual and semi-annual 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 0.00% 0.00% 0.00%
(after expense limitations)*
12b-1 Distribution Expense 0.00%(1) None 0.00%(1)
(after expense limitations)*
Other Expenses 1.99%(2) 0.99%(3) 1.50%(4)
(after expense limitations)*
Total Operating Expenses 1.99% 0.99%(5) 1.50%
(after expense limitations)*
- ------------------------------------------------------------------------------
(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.
(5) As of June 30,1997, the Institutional Share Class had not commenced
operations.
(*) The Adviser, Administrator and Distributor agreed to voluntarily waive their
fees, and in addition the adviser agreed to assume other operating expense
as needed to limit total operating expenses to the rates stated in the table
above. These expenses are based on the estimated expenses and estimated
average net assets for the Fund's first fiscal year, after applicable
expense limitations. Without such expense limitations, the estimated
Investment Adviser Fee, Rule 12b-1 Distribution Expense, Other Expenses and
Total Operating Expenses would be equal on an annual basis to: Individual
Shares - 0.75%, 0.75%, 6.01% and 7.5%; Institutional Shares - 0.75%, 0.00%,
0.24% and 0.99%; and Institutional Service Shares - 0.75%, 0.25%, 5.38% and
6.38%, respectively.
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 $30 $62
- Assuming no redemption $20 $62
Institutional Shares $10 $32
Institutional Service Shares $15 $47
- -------------------------------------------------------------------------------
* Individual Shares redeemed during the first year after purchase are subject to
a 1% CDSC.
THE EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. Federal
regulations require the Example to assume a 5% annual return, but actual return
will vary.
The Fund's payment of a distribution fee for Individual Shares 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>
Financial Highlights
The following information should be read in conjunction with the unaudited
financial statements that appear in the Fund's semi-annual report to
shareholders. The financial statements are incorporated by reference into the
Statement of Additional Information. Further information regarding the
performance of the Fund is contained in the semi-annual report to shareholders
which may be obtained without charge by contacting the Fund's Principal
Underwriter at (888) 974-4486. As of June 30, 1997, no sales of Institutional
Shares were made.
<TABLE>
<CAPTION>
May 1, 1997 (start of business) through June 30, 1997
--------------------------------------------------------
FINANCIAL HIGHLIGHTS Institutional Service Shares Individual Shares
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period........ $ 10.000 $ 10.000
-------- --------
Income (Loss) from Investment Operations:
Net investment income (loss)*.......... $ 0.012 $ (0.014)
Net realized and unrealized gain
on investments....................... 0.388 0.394
-------- --------
Total income
from investment operations....... $ 0.400 $ 0.380
-------- --------
Net asset value, end of period.............. $ 10.400 $ 10.380
========= =========
Total Return (1)............................ 4.0% 3.8%
Ratios/Supplemental Data:
Net assets, end of period (000 omitted) $ 2,540 $ 730
Ratio of expenses to average net assets* 1.59%(3)(4) 3.25%(3)(4)
Ratio of net investment income (loss) to
average daily net assets............. 1.02%(3) (0.96%)(3)
Portfolio turnover rate................ 4% 4%
Average commission rate paid (2) ...... $ 0.0893 $ 0.0893
* During the period, the Investment Adviser, the Administrator and the
Principal Underwriter made a preliminary waiver of their fees and the
Investment Adviser made a preliminary assumption of a portion of operating
expenses. Had such actions not been undertaken, net investment income (loss)
per share and the ratios would have been as follows:
Institutional Service Shares Individual Shares
Net investment loss per share............... $ (0.052) $ (0.086)
Annualized Ratios (As a percentage of average daily net assets):
Expenses .............................. 6.38%(3) 7.51%(3)
Net investment loss.................... $ (0.045)(3) $ (0.058)(3)
(1) Total investment return is calculated assuming a purchase at the net asset
value on the first day and a sale at the net asset value on the last day of
each period reported. Dividends and distributions, if any, are assumed to be
invested at the net asset value on the record date.
(2) Average commission rate paid is computed by dividing the total dollar amount
of commissions paid during the fiscal year by the total number of shares
purchased and sold during the fiscal year on which commissions were charged.
(3) Annualized.
(4) Custodian fees were reduced by credits resulting from cash balances the Fund
maintained with the custodian. The computation of net expenses to average
daily net assets reported above is computed without consideration of such
credit. If these credits were considered, the ratio of net expenses to
average daily net assets would have been reduced to 0.85% and 2.68% for the
Institutional Service and Individual Shares, respectively.
</TABLE>
<PAGE>
The Fund's Investment Objective 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 broadly 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 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 Catholic Advisory Board assures that the
Fund's investments are consistent with Catholic values. Each member of the Board
is involved in various Catholic organizations and activities and is in contact
with numerous Catholic institutions and Catholic clergy. Using the best publicly
available information obtainable by Wright, the Catholic Advisory Board will
identify those companies recommended by Wright whose products, services and/or
activities are substantially consistent with core Catholic Church teachings. In
addition, information received from shareholders, secondary materials, and
general input from interested sources is consistently reviewed and evaluated.
The result is continuous dialogue, continuous information input, continuous
review, and thus continuous evaluation. It is believed that independent thinking
and independent information support a Fund that adheres to Catholic doctrine
while balancing changes in the market place, changes in informational input, and
changes in value systems. Thus, the Fund combines Catholic values with
investment values.
The Catholic Advisory Board will have sole discretion to determine which
companies meet the Fund's religious criteria. Wright will be solely responsible
for evaluating the investment merits of the Fund's portfolio holdings. When a
company is found not to be in compliance with core Catholic teachings, Wright is
asked to remove it from the portfolio. This policy may cause the Fund to dispose
of a security at a time when it may be disadvantageous from an investment
viewpoint to do so.
As the Fund will consider for investment only securities which meet the
Fund's investment and religious criteria, the return on securities chosen may be
lower than if the Fund considered only investment criteria when selecting
investments. However, Wright does not expect there will be a material effect on
the performance.
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,
<PAGE>
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 monitoring and determination
of the liquidity of restricted 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 Fund's 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 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 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 is a controlling shareholder 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
65 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 1.50% 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.
As of June 30, 1997, the aggregate net assets of the Fund were $3,269,626.
For the period from the start of business, May 1, 1997, to the period ended June
30, 1997, the Fund would have paid an advisory fee equivalent to 0.75%. To
enhance the net income of the Fund, Wright made a reduction of the advisory fee
in the full amount and was allocated a portion of the expenses related to the
operation of the Fund in the amount of $16,000.
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
<PAGE>
the investments of the Fund. The Fund is responsible for the payment of all
expenses relating to its operations other than those expressly stated to be
payable by Wright under its Investment Advisory Contract.
Wright places the portfolio security transactions for the Fund, which in
some cases may be effected in block transactions which include other accounts
managed by Wright. Wright provides similar services directly for bank trust
departments and other advisory accounts. Wright seeks to execute the Fund's
portfolio security transactions on the most favorable terms and in the most
effective manner possible. Subject to the foregoing, Wright may consider sales
of shares of the Fund or of other investment companies sponsored by Wright as a
factor in the selection of broker-dealer firms to execute such transactions.
Wright is also the investment adviser to certain of 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 website 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, The Wright EquiFund Equity Trust, Catholic
Values Investment Trust and The Wright Blue Chip Master Portfolio 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, Chief Investment Officer - U.S. Equities 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 and joined Wright in 1972. 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.
<PAGE>
Amit S. Khandwala, Vice President -International Investments 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 and his research on ADRs has been
published in The Journal of Portfolio Management. He was involved in
establishing 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. He joined Wright in 1986.
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.
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, Uganda 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%
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund would have paid an administration fee equivalent to
0.07%. Eaton Vance waived the full amount of the administration fee.
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 approximately $20 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
<PAGE>
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.
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund would have made distribution expense payments (as an
annualized percentage of average daily net assets) of 0.75% for the Individual
Shares and 0.25% for the Institutional Service Shares. To enhance the net income
of each class, the Principal Underwriter made a reduction of its fee by $781 for
the Individual Shares and $703 for the Institutional Service Shares.
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 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.
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund did not make any payment of service fees.
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.
<PAGE>
Minimum Initial Investment
Individual Shares: $1,000
Institutional Service Shares: $500,000
Institutional Shares: $3,000,000
- ------------------------------------------------------------------------------
Waiver of Minimum Initial Investment
o Waived for bank trust departments and investments in qualified 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 First Data Investor Services Group (the
"Transfer Agent") at the following address:
First Data Investor Services Group
Catholic Values Investment Trust
P.O. Box 5156
Westborough, Massachusetts 01581-9698
- -------------------------------------------------------------------------------
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. 7750, 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)
- -------------------------------------------------------------------------------
<PAGE>
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 Shares only)
o Investments of $50 or more may be made each month or quarter in automatic
withdrawals from your bank account.
o Obtain an account application form from WISDI, then complete,sign and mail
the form to the Transfer Agent at the address on the previous page.
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 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 generally a taxable transaction.
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
<PAGE>
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 reinvestment 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 direct that both dividends and capital gains
distributions be paid in cash. Instructions for the payment or reinvestment of
distributions may be given on the account application form.
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. As a regulated
investment company, the Fund will 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 income, corporate excise or franchise taxation in
Massachusetts 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 under
the Code 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 under the Code as
long-term capital gains. As a result of the enactment of the Taxpayer Relief Act
of 1997 on August 5, 1997, long-term capital gains may be taxable at different
rates depending upon when they are realized, the holding period for the assets
that produce the gain, and the investor's tax bracket. 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.
Redemptions (including exchanges) of Fund shares are taxable transactions
and may, in particular cases, be subject to wash sale or other special tax
rules.
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 certain qualifying foreign taxes it pays to its
<PAGE>
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 regarding the prior
calendar year's distributions and redemptions (including exchanges). Dividends
declared by the Fund in October, November or December 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. Shareholders who are
not United States persons should also consult their tax advisers about the
potential application of certain U.S. taxes, including a U.S. withholding tax at
the rate of 30% (or a lower treaty rate) on amounts treated as ordinary income
distributions to them and of foreign taxes to their investment 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.
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 indicated on
account application.
o Shareholders may telephone the Transfer Agent if the redemption is less
than $50,000. Telephone: (800) 555-0644 between 9:00 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.
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.
<PAGE>
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 5156
Westborough, Massachusetts 01581-9698
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.
- -------------------------------------------------------------------------------
By Internet
o Shareholders may, after following proper security procedures, access
their account from the Fund's website at www.catholicinvestment.com to redeem
shares. A browser capable of supporting SSL 2.0 (Secure Sockets Layer) such as
Netscape's Navigator 3.0 or higher or Microsoft's Explorer 3.0 or higher is
required. Click on "Direct Account Access" from either the home page or from the
Net Asset Values page.
o To access your account you must verify that you are who you are by
providing your tax identification number (TIN) and your personal identification
number (PIN). Check the "First Time User Information" page on the website to
learn how to obtain a PIN which will be known only to you.
- ------------------------------------------------------------------------------
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.
- -------------------------------------------------------------------------------
<PAGE>
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 Service Share Accounts: $100,000
Institutional Share Accounts: $500,000
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.
HOUT 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 (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
<PAGE>
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.
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 and
bank trust departments.
For more information, write to:
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
or Call:
(888) 974-4486 or (203) 330-5197
<PAGE>
PART B
Information Required in a Statement of Additional Information
===============================================================================
STATEMENT OF ADDITIONAL INFORMATION
Individual Shares
Institutional Shares
Institutional Service Shares
September 10, 1997
CATHOLIC VALUES INVESTMENT TRUST
24 Federal Street
Boston, Massachusetts 02110
- -------------------------------------------------------------------------------
Catholic Values 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............................................. 13
Calculation of Performance and
Yield Quotations............................. 14
Financial Statements.............................. 15
Appendix.......................................... 18
- -------------------------------------------------------------------------------
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 September 10, 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 Fund's website (http://www.catholicinvestment.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 the 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 equal in value to commitments for
when-issued securities. If the value of the securities placed in the separate
account declines, additional cash or
<PAGE>
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
creditworthiness 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.
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 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
<PAGE>
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 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 on financial futures contracts and all
types of currency contracts; or
(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.
<PAGE>
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 (54), 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, Vice President, Chairman of the Management Committee and Chief Legal
Officer of Eaton Vance, BMR, EVC and EV and Director of EV and EVC; Director of
Wright and Winthrop since February, 1997.
Address: 92 Reservoir Avenue, Chestnut Hill, MA 02167
WINTHROP S. EMMET (87), 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 (73), Trustee
President Emeritus, University of Bridgeport (1987-present); President,
University of Bridgeport (1974-1987); Director, United Illuminating Company.
Address: 332 North Cedar Road, Fairfield, CT 06430
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 (78), 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
RICHARD E. TABER (48), Trustee
Chairman and Chief Executive Officer of First County Bank, Stamford, CT
(1989-present). Mr.Taber was appointed a Trustee of the Trust on March 18, 1997.
Address: 117 Prospect Street, Stamford, CT 06904
RAYMOND VAN HOUTTE (73), Trustee
President Emeritus and Counselor of The Tompkins County Trust Company,
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 (58) , 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 (52), 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 (61), 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. (45), Assistant Treasurer
Assistant Vice President of Eaton Vance, BMR and EV. Officer of variou
investment companies managed by Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
A. JOHN MURPHY (34), 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). Officer of various investment companies managed by
Eaton Vance or BMR.
Address: 24 Federal Street, Boston, MA 02110
ERIC G. WOODBURY (40), Assistant Secretary
Vice President of Eaton Vance, BMR and EV since February 1993; formerly,
associate attorney at Dechert, Price & Rhoads. 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, The Wright EquiFund Equity Trust, and The Wright Blue Chip
Master Portfolio Trust. Each trustee who is not an employee of Wright, Winthrop,
Eaton Vance, its parents or subsidiaries, including Mr. Brigham, receives an
annual retainer of $500 plus a fee equal to $250 per meeting attended plus
expenses. The trustees who are employees of Wright receive no compensation from
the Trust. It is currently anticipated that the Trust will hold five trustee
meetings per year. Non-affiliated trustees, including Mr. Brigham, also receive
additional payments from other investment companies for which Wright provides
investment advisory services. 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" on the next page.
The Trust's board of trustees has established an Independent Trustees'
Committee consisting of all of the Independent Trustees who are Messrs. Emmet,
Miles, Pierce (Chairman), Taber and Van Houtte. The responsibilities of the
Independent Trustees' Committee include those of an audit committee of the
financial governance of the Trust, a nominating committee for additional or
replacement trustees of the Trust and a contract review committee for
consideration of renewals or changes in the investment advisory agreements,
distribution agreements and distribution plans and other agreements as
appropriate.
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.
<TABLE>
<CAPTION>
COMPENSATION TABLE
Aggregate Compensation Pension or RetirementEstimated Annual Benefits Total Compensation
Trustees from the Fund(1) Benefits Accrued Upon Retirement Paid(2)
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
H. Day Brigham, Jr. $1,250 None None $5,000
Winthrop S. Emmet $1,250 None None $5,000
Leland Miles $1,250 None None $5,000
Lloyd F. Pierce $1,250 None None $5,000
Richard E. Taber $1,250 None None $5,000
Raymond Van Houtte $1,250 None None $5,000
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(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).
<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
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</TABLE>
(1) These compensation amounts are estimated for the Fund's fiscal year ending
December 31, 1997.
Control Persons and
Principal Holders of Shares
As of August 22, 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 August 22, 1997, the following shareholders owned beneficially and of
record the percentage of outstanding shares of the Fund indicated: Domino's
Foundation, Ann Arbor, MI (44.4%); Seraphic Mass Assoc. Mission Office,
Pittsburgh, PA (15.1%); and Eugene H. Mongeau, c/o Worcester County Fiduciary
Advisors Inc., Worcester, MA (7.5%). To the knowledge of the Trust, no other
person owned of record or beneficially 5% or more of the Fund's outstanding
shares as of such date.
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
<PAGE>
with respect to the Fund, will determine which securities should be
purchased, sold or exchanged in consultation with the Catholic Advisory Board,
and will implement such determinations. Wright will be solely responsible for
evaluating the investment merits of the Fund's portfolio investments. Wright
will furnish to the Fund investment advice and management services, office
space, equipment and clerical personnel, and investment advisory, statistical
and research facilities. In addition, Wright has arranged for certain members of
the Eaton Vance and Wright organizations to serve without salary as officers or
trustees. In return for these services, the Fund is obligated to pay a monthly
advisory fee calculated at the rates set forth in the Fund's current Prospectus.
As of June 30, 1997, the aggregate net assets of the Fund were $3,269,626.
For the period from the start of business, May 1, 1997, to the period ended June
30,1997, the Fund would have paid Wright an advisory fee of $2,825 (equivalent
to 0.75% of the average daily net assets for such period). To enhance the net
income of the Fund, Wright made a reduction of the advisory fee in the full
amount and was allocated a portion of the expenses related to the operation of
the Fund in the amount of $16,000.
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.
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund would have paid an administration fee equivalent to
$260. Eaton Vance waived the full amount of the administration fee.
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, Mr. Gardner is
vice 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, 1997, the Voting
Trustees of which are Messrs. Clay, Gardner, Hawkes, Rowland, and Thomas E.
Faust, Jr. 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 or officers and Directors of EVC and EV. As of August 29,
1997, Messrs. Clay, Gardner and Hawkes each owned 24% of such voting trust
receipts. Mr. Rowland owned 15% of such voting trust receipts and Messrs.
Rowland and Faust owned 15% and 13%, respectively. 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.
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
<PAGE>
trustees not affiliated with Eaton Vance or Wright; distribution expenses
incurred pursuant to the Fund's distribution plan (if any); and investment
advisory and administration fees. The Fund will also bear expenses incurred in
connection with litigation in which the Fund is a party and the legal obligation
the Fund may have to indemnify the officers and trustees of the Trust with
respect thereto.
The Fund's Investment Advisory Contract and Administration Agreement will
remain in effect until February 28, 1999. The Investment Advisory Contract may
be continued from year to year thereafter so long as such continuance after
February 28, 1999 is approved at least annually (i) by the vote of a majority of
the trustees who are not "interested persons" of the Trust, Eaton Vance or
Wright cast in person at a meeting specifically called for the purpose of voting
on such approval and (ii) by the board of trustees of the Trust or by vote of a
majority of the outstanding shares of the Fund. The Fund's Administration
Agreement may be continued from year to year after February 28, 1999 so long as
such continuance is approved annually by the vote of a majority of the trustees.
Each agreement may be terminated at any time without penalty on sixty (60) days
written notice by the board of trustees or directors of either party, or by vote
of the majority of the outstanding shares of the Fund. Each agreement will
terminate automatically in the event of its assignment. Each agreement provides
that, in the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of its obligations or duties to the Fund under such agreement
on the part of Eaton Vance or Wright, Eaton Vance or Wright will not be liable
to the Fund for any loss incurred.
Custodian
IBT, 200 Clarendon Street, Boston, MA 02116, 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 & Touche LLP, 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
<PAGE>
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.
From the start of business, May 1, 1997 to June 30, 1997, the Fund paid
aggregate brokerage commissions of $6,699 on portfolio transactions.
Subject to the requirement that Wright shall use its best efforts to seek
to execute the Fund's portfolio security transactions at advantageous prices and
at reasonably competitive commission rates, Wright, as indicated above, is
authorized to consider as a factor in the selection of any broker-dealer firm
with whom the Fund's portfolio orders may be placed the fact that such firm has
sold or is selling shares of the Fund or of other investment companies sponsored
by Wright. This policy is consistent with a rule of the National Association of
Securities Dealers, Inc., which rule provides that no firm which is a member of
the Association shall favor or disfavor the distribution of shares of any
particular investment company or group of investment companies on the basis of
brokerage commissions received or expected by such firm from any source.
Under the Fund's Investment Advisory Contract, Wright has the authority to
pay commissions on portfolio transactions for brokerage and research services
exceeding that which other brokers or dealers might charge provided certain
conditions are met. This authority will not be exercised, however, until the
Prospectus or this Statement of Additional Information has been supplemented or
amended to disclose the conditions under which Wright proposes to do so.
The Investment Advisory Contract expressly recognizes the practices which
are provided for in Section 28(e) of the Securities Exchange Act of 1934 by
authorizing the selection of a broker or dealer which charges the Fund a
commission which is in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if it is determined in
good faith that such commission was reasonable in relation to the value of the
brokerage and research services which have been provided.
Pricing of Shares
For a description of how the Fund values its shares, see "How the Fund
Values its Shares" in the Fund's current Prospectus. The Fund values securities
with a remaining maturity of 60 days or less by the amortized cost method. The
amortized cost method involves initially valuing a security at its cost (or its
fair market value on the sixty-first day prior to maturity) and thereafter
assuming a constant amortization to maturity of any discount or premium, without
regard to unrealized appreciation or depreciation in the market value of the
security.
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 the principal
underwriter. 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
<PAGE>
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 and a
trustee of the Trust and President, Chief Executive Officer and a Director of
Wright and Winthrop, is Vice President, Treasurer and a Director of WISDI. A.M.
Moody, III, Vice President and a trustee of the Trust and Senior Vice President
of Wright and Winthrop, is President and a Director of WISDI.
It is the opinion of the trustees and officers of the Trust that the
following are not expenses primarily intended to result in the sale of
Individual Shares 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.
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund would have made distribution expense payments of $781
(equivalent to 0.75% of the average net assets for such period) for the
Individual Shares and $703 (equivalent to 0.25% of the average net assets for
such period) for the Institutional Service Shares. The Principal Underwriter
made a reduction in the full amount of its fee for each class of shares.
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
<PAGE>
their judgment there is a reasonable likelihood that the Service Plan will
benefit the Fund and its shareholders.
For the period from the start of business, May 1, 1997, to the period ended
June 30, 1997, the Fund did not make any payment of service fees.
Taxes
For additional information regarding federal and state taxes see "Taxes" in
the Fund's current Prospectus.
In order to avoid federal excise tax, the Code requires that the Fund
distribute (or be deemed to have distributed) by December 31 of each calendar
year at least 98% of its ordinary income for such year, at least 98% of the
excess of its realized capital gains over its realized capital losses (computed
on the basis of the one-year period ending on October 31 of such year, after
reduction by any available capital loss carryforwards) and 100% of any income
and capital gains from the prior year (as previously computed) that was not paid
out during such year and on which the Fund paid no federal income tax.
The Fund may be subject to foreign withholding or other foreign taxes with
respect to income (possibly including, in some cases, capital gains) derived
from securities of foreign issuers. These taxes may in some cases be reduced or
eliminated under the terms of an applicable U.S. income tax treaty. Certain
foreign exchange gains and losses realized by the Fund may be treated as
ordinary income and losses. Certain uses of foreign currency and related
derivatives and investments by the Fund in the stock of certain "passive foreign
investment companies" may be limited or in the latter case a tax election may be
made, if available, in order to avoid imposition of tax on the Fund.
A portion of the Fund's distributions of net investment income which are
derived from dividends the Fund receives from U.S. corporations may qualify for
the dividends-received deduction for corporations. The dividends-received
deduction is reduced to the extent the shares with respect to which the
dividends are received are treated as debt-financed under the Code and is
eliminated if the shares are deemed to have been held for less than a minimum
period, generally 46 days, which must be satisfied over a prescribed period
immediately before or after the shares become ex-dividend. Receipt of
distributions qualifying for the deduction may result in liability for the
corporate alternative minimum tax and/or, for "extraordinary dividends,"
reduction of the tax basis (possibly requiring current recognition of income to
the extent such basis would otherwise be reduced below zero) of the corporate
shareholder's shares.
As a result of federal tax legislation enacted on August 5, 1997 (H.R.
2014, the Taxpayer Relief Act of 1997 (the "1997 TRA")), gain recognized after
May 6, 1997 from the sale of a capital asset is taxable to individual
(noncorporate) investors at different maximum federal income tax rates,
depending generally upon the tax holding period for the asset, the federal
income tax bracket of the taxpayer, and the dates the asset was acquired and/or
sold. Under the 1997 TRA, the general rule for sales that are made on or after
May 7, 1997 is that the maximum rate of federal income tax for individuals will
be (i) 28% on the sale of capital assets held for more than one year but not
more than 18 months (except for assets held for more than one year but not more
than 18 months and sold after May 6, 1997 but before July 29, 1997), and (ii)
20% (or 10% for taxpayers who are in the 15% tax bracket) on the sale of capital
assets either (a) held for more than 18 months or (b) sold after May 6, 1997 but
before July 29, 1997 after having been held for more than one year. This general
rule is subject to exceptions for certain types of assets, and special
additional reduced rates for assets held more than 5 years are scheduled to take
effect for certain sales after the year 2000 in some cases and the year 2005 in
other cases. The 1997 TRA allows the Treasury Department to prescribe
regulations that apply the new capital gain provisions to sales of assets made
by regulated investment companies like the Fund and sales of shares in such
companies. The Fund anticipates that such regulations or other official
pronouncements of the Treasury Department may be necessary in order to prescribe
the tax treatment of its distributions from its realized net capital gain.
Redemptions (including exchanges) and other dispositions of Fund shares in
transactions that are treated as sales for tax purposes will generally result in
the recognition of taxable gain or loss by shareholders that are subject to tax.
Shareholders should consult their own tax advisers with reference to their
individual circumstances to determine whether any particular redemption,
exchange or other disposition of Fund shares is properly treated as a sale for
tax purposes, as this discussion assumes. Any loss realized upon the redemption,
exchange or other sale of shares of the Fund with a tax holding period of six
months or less will be treated as a long-term capital loss to the extent of any
<PAGE>
distributions of long-term capital gains designated as capital gain dividends
with respect to such shares. All or a portion of a loss realized upon the
redemption, exchange or other sale of Fund shares may be disallowed under "wash
sale" rules to the extent shares of the Fund are purchased (including shares
acquired by means of reinvested dividends) within the period beginning 30 days
before and ending 30 days after the date of such redemption, exchange or other
sale.
It should be noted that future Treasury Department regulations or other
pronouncements that may be issued pursuant to regulatory authority contained in
the provisions of the 1997 TRA that affect the taxation of capital gains (as
described above) may prescribe rules for determining different tax rates
applicable to sales of Fund shares held for more than one year, more than 18
months, and (for certain sales after the year 2000 or the year 2005) more than
five years. These regulations or other pronouncements may also contain other
rules intended to coordinate the provisions affecting the taxation of gains
recognized by regulated investment companies on the sale of their portfolio
assets and the gains recognized by the shareholders of these regulated
investment companies who receive distributions attributable to such gains and
who redeem or otherwise dispose of their shares in such companies, the effect of
which could be to modify some of the provisions described above.
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.
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:
6
Yield = 2 [ ( a-b + 1) - 1 ]
---
cd
Where:
a = dividends and interest earned during the period.
b = expenses accrued for the period (after reductions).
c = the average daily number of shares outstanding during the period.
d = the maximum offering price per share on the last day of the period.
Yield and effective yield will be based on historical earnings and are not
intended to indicate future performance. Yield and effective yield will vary
based on changes in market conditions and the level of expenses. The Fund's
<PAGE>
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.
The average annual total return for the life of the Fund from start of
business, May 1,1997, through June 30,1997 was 3.8% for the Individual Share
Class and 4.0% for the Institutional Service Share Class. At June 30, 1997, the
Institutional Share Class had not commenced operations.
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.
Financial Statements
The Statement of Assets and Liabilities and the independent auditors'
report for the Fund follow herein. The unaudited financial statements appear in
the Fund's most recent semi-annual report to shareholders and are incorporated
by reference into this Statement of Additional Information. A copy of the
semi-annual report accompanies this Statement of Additional Information.
Registrant incorporates by reference the unaudited financial information
for the Fund for the semi-annual period ended June 30, 1997, as previously filed
with the Securities and Exchange Commission (Accession No.0000715165-97-000033).
<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 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
<PAGE>
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. 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 A:
Financial Highlights for the period from the start of business, May 1,
1997 to June 30, 1997 (Unaudited)
Included in Part B:
Statement of Assets and Liabilities, January 31, 1997 Independent
Auditors' Report INCORPORATED BY REFERENCE TO THE SEMI-ANNUAL REPORT
FOR THE FUND, DATED JUNE 30, 1997, FILED ELECTRONICALLY PURSUANT TO
SECTION 30(b)(2) OF THE INVESTMENT COMPANY ACT OF 1940 (ACCESSION NO.
0000715165-97-000033). Portfolio of Investments as of June 30, 1997
(Unaudited) Statement of Assets and Liabilities for the period from the
start of business, May 1, 1997 to June 30, 1997 (Unaudited) Statement
of Operations for the period from the start of business, May 1, 1997 to
June 30, 1997 (Unaudited) Statement of Changes in Net Assets for the
period from the start of business, May 1, 1997 to June 30, 1997
(Unaudited) Financial Highlights for the period from the start of
business, May 1, 1997 to June 30, 1997 (Unaudited) Notes to Financial
Statements (Unaudited)
(b) Exhibits:
(1) (a) Declaration of Trust dated November 25, 1996 filed as
Exhibit (1) to the Registration Statement filed on December 2,
1996 and incorporated herein by reference.
(b) Amendment dated February 24, 1997 to the Declaration of Trust
filed herewith.
(2) By-Laws filed as Exhibit (2) to Pre-Effective Amendment No. 1
filed on February 24, 1997 and incorporated herein by
reference.
(3) Not Applicable
(4) Not Applicable
(5) (a) Investment Advisory Contract with Wright Investors' Service,
Inc. dated March 10, 1997 filed herewith.
(b) Administration Agreement with Eaton Vance Management dated
March 10, 1997 filed herewith.
(6) Distribution Contract between the Fund and Wright Investors'
Service Distributors, Inc. dated March 10, 1997 filed herewith.
(7) Not Applicable
(8) Master Custodian Agreement between Wright Managed Investment Funds
and Investors Bank & Trust Company adopted March 10, 1997 filed
herewith.
(9) Not Applicable
(10) Opinion of Counsel dated March 14, 1997 filed as Exhibit No. (10
to Post-Effective Amendment No. 1 filed on March 25,
1997 and incorporated herein by reference.
(11) Consent of the Independent Certified Public Accountants filed
herewith.
(12) Not Applicable
<PAGE>
(13) Share Purchase Agreement dated January 31, 1997 filed as Exhibit
(13) to Pre-Effective Amendment No.1 filed on February 24, 1997
and incorporated herein by reference.
(14) Not Applicable
(15) (a) Distribution Plan pursuant to Rule 12b-1 under the Investment
Company Act of 1940 dated March 10, 1997 filed
herewith.
(b) Service Plan dated March 10, 1997 filed herewith.
(16) Schedule of Computation of Performance Quotations filed herewith.
(17) Power of Attorney dated March 18, 1997 filed herewith.
(18) Multiple Class Plan pursuant to Rule 18f-3 dated March 10, 1997
filed herewith.
Item 25. Persons Controlled by or under Common Control with Registrant
Not Applicable.
Item 26. Number of Holders of Securities
(1) (2)
Title of Class Number of Record Holders
Shares of Beneficial Interest as of August 22, 1997
- ------------------------------------------------------------------------------
Catholic Values Investment Trust Equity Fund 155
Item 27. Indemnification
The Registrant's By-Laws filed as Exhibit (2) to Pre-Effective Amendment No. 1
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.
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, 200 Clarendon Street, Boston, MA
02116, 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 furnish to each person to whom a
prospectus is delivered a copy of the latest annual report to
shareholders, upon request and without charge.
(b) 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 certifies that it meets all of the
requirements for effectiveness of this Amendment to the Registration Statement
pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused
this Amendment 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 8th day of September, 1997.
CATHOLIC VALUES INVESTMENT TRUST
By: Peter M. Donovan*
----------------------------------------
Peter M. Donovan, Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons
in the capacities and on the 8th day of September, 1997.
SIGNATURE TITLE
- -------------------------------------------------------------------------------
Peter M. Donovan* President, Principal
- ------------------------------ Executive Officer & Trustee
Peter M. Donovan
James L. O'Connor* Treasurer, Principal
- ------------------------------ Financial and Accounting Officer
James L. O'Connor
H. Day Brigham, Jr.* Trustee
- ------------------------------
H. Day Brigham, Jr.
Winthrop S. Emmet* Trustee
- ------------------------------
Winthrop S. Emmet
Leland Miles* Trustee
- ------------------------------
Leland Miles
A. M. Moody III* Trustee
- ------------------------------
A. M. Moody III
Lloyd F. Pierce* Trustee
- ------------------------------
Lloyd F. Pierce
Richard E. Taber* Trustee
- ------------------------------
Richard E. Taber
Raymond Van Houtte* Trustee
- ------------------------------
Raymond Van Houtte
*By: /s/ Alan R. Dynner
- ------------------------------
Alan R. Dynner
Attorney-in-Fact
<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 dated Febrary 24, 1997 to the Declaration of Trust
(5)(a) Investment Advisory Contract with Wright Investors' Service, Inc.
dated March 10, 1997
(b) Administration Agreement with Eaton Vance Management dated March 10,
1997
(6) Distribution Contract between the Fund and Wright Investors' Service
Distributors, Inc. dated March 10, 1997
(8) Master Custodian Agreement between Wright Managed Investment Funds and
Investors Bank & Trust Company adopted March 10, 1997
(11) Consent of the Independent Certified Public Accountants
(15)(a)Distribution Plan pursuant to Rule 12b-1 under the Investment Company
Act of 1940 dated March 10, 1997
(b) Service Plan dated March 10, 1997
(16) Schedule of Computation of Performance Quotations
(17) Power of Attorney dated March 18, 1997
(18) Multiple Class Plan pursuant to Rule 18f-3 dated March 10, 1997.
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 24th 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
INVESTMENT ADVISORY CONTRACT
CONTRACT made this 10th day of March, 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
<PAGE>
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.
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.
<PAGE>
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, (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, (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
<PAGE>
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
sub-investment 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 sub-investment
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
<PAGE>
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:/S/ Peter M. Donovan By: /S/ Judith R. Corchard
- --------------------------- -----------------------------
Peter M. Donovan Judith R. Corchard
<PAGE>
ANNEX
ANNUAL ADVISORY FEE RATES
---------------------------
Under $500 Million
$500 to Over
FUND 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 10th day of March 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 , (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:/S/ Peter M. Donovan By:/S/ Alan R. Dynner
- ---------------------------- ----------------------
Peter M. Donovan Alan R. Dynner
EXHIBIT 6
Distribution Contract
Distribution Contract dated March 10, 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:/S/ Peter M. Donovan
------------------------
Peter M. Donovan
President
WRIGHT INVESTORS' SERVICE DISTRIBUTORS, INC.
By:/S/ A. M. Moody III
------------------------
A.M. Moody III
President
EXHIBIT 8
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.
-2-
<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:
-3-
<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;
-4-
<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;
-5-
<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
-6-
<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;
-7-
<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
-8-
<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
-9-
<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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<PAGE>
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,
-20-
<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.
* * * * *
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
----------------------
March 10, 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:/S/ Peter M. Donovan
------------------------
Peter M. Donovan
President
Accepted and agreed to:
INVESTORS BANK & TRUST COMPANY
By:/S/ Michael F. Rogers
- ----------------------------
Michael F. Rogers
Executive Managing Director
EXHIBIT 11
Independent Auditors' Consent
We consent to the inclusion in this Post-Effective Amendment No. 2 to the
Registration Statement (1993 Act File No. 333-17161) of Catholic Values
Investment Trust of our report dated January 31, 1997 appearing in the Statement
of Additional Information which is part of such Registration Statement.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
September 8, 1997
EXHIBIT 15(a)
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
March 10, 1997.
CATHOLIC VALUES INVESTMENT TRUST
By:/S/ Peter M. Donovan
---------------------------
Peter M. Donovan
President
Attest:
/S/ H. Day Brigham, Jr.
- ------------------------
H. Day Brigham, Jr.
Secretary
EXHIBIT 15(b)
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
March 10, 1997.
CATHOLIC VALUES INVESTMENT TRUST
By:/S/ Peter M. Donovan
----------------------------
Peter M. Donovan
President
Attest:
/S/ H. Day Brigham, Jr.
- -------------------------
H. Day Brigham, Jr.
Secretary
EXHIBIT 16
Schedule of Computation of Performance Quotations
The average annual total return for the Fund for the period from inception
May 1, 1997 to June 30, 1997 was 3.8% for the Individual Share Class and 4.0%
for the Institutional Service Share Class. At June 30, 1997, the Institutional
Share Class had not commenced operations.
Each Fund's yield 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 yield earned by the Fund will be calculated using the following
formula:
6
Yield = 2 [ ( a-b + 1 ) - 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 accumulation units outstanding during
the period.
d = the maximum offering price per accumulation unit on the last day of
the period.
NOTE: "a" has been calculated for stocks by dividing the stated dividend
rate for each security held during the period by 360. "a" has been estimated for
debt securities other than mortgage certificates by dividing the year-end market
value times the yield to maturity by 360. "a" for mortgage securities, such as
GNMA's, is the actual income earned. Neither discount nor premium have been
amortized.
"b" has been estimated by dividing the actual expense amounts by 360 or the
number of days the Fund was in existence.
A Fund's yield or total return may be compared to the Consumer Price Index
and various domestic securities indices. A Fund's yield or total return and
comparisons with these indices may be used in advertisements and in information
furnished to present or prospective shareholders.
From time to time, evaluations of a Fund's performance made by independent
sources may be used in advertisements and in information furnished to present or
prospective shareholders. According to the rankings prepared by Lipper
Analytical Services, Inc., an independent service which monitors the performance
of mutual funds, the Lipper performance analysis includes the reinvestment of
dividends and capital gain distributions, but does not take sales charges into
consideration and is prepared without regard to tax consequences.
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.
Name Capacity Date
President, Principal
Executive Officer and
/s/ Peter M. Donovan Trustee March 18, 1997
- ------------------------------
Peter M. Donovan
Treasurer and Principal
Financial and Accounting
/s/ James L. O'Connor Officer March 18, 1997
- -----------------------------
James L. O'Connor
/s/ H. Day Brigham, Jr. Trustee March 18, 1997
- -----------------------------
H. Day Brigham, Jr.
/s/ Winthrop S. Emmet Trustee March 18, 1997
- -----------------------------
Winthrop S. Emmet
/s/ Leland Miles Trustee March 18, 1997
- ----------------------------
Leland Miles
/s/ A.M. Moody, III Trustee March 18, 1997
- ----------------------------
A.M. Moody, III
/s/ Lloyd F. Pierce Trustee March 18, 1997
- ----------------------------
Lloyd F. Pierce
/s/ Richard E. Taber Trustee March 18, 1997
- ----------------------------
Richard E. Taber
/s/ Raymond Van Houtte Trustee March 18, 1997
- ----------------------------
Raymond Van Houtte
Exhibit 18
Catholic Values Investment Trust Equity Fund
Multiple Class Plan Pursuant to Rule 18f-3
INDIVIDUAL SHARES, INSTITUTIONAL SHARES AND STANDARD 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
rights and privileges of each class include the right to receive distributions,
if any, that are calculated in the same manner and at the same time as for each
other class. Futher, expenses allocated with respect to a Fund's shares will be
allocated to a class that bears such expenses at the same time they are
allocated to any other class that bears such expenses. 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 will 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. Individual Shares will bear the costs and expenses associated with
conducting a shareholder meeting for matters relating to Individual Shares.
<PAGE>
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.
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 will 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. Institutional
Shares will bear the costs and expenses associated with conducting a shareholder
meeting for matters relating to Institutional Shares.
Article III. Standard Shares
Standard 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.
Standard Shares will be entitled to the shareholder services set forth from time
to time in the Fund's prospectus with respect to Standard Shares. Standard
Shares are subject to fees calculated as a stated percentage of the annual net
assets attributable to Standard 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 Standard Shares. Transfer agency fees are allocated to Standard
Shares on a per account basis. Standard Shares will bear the costs and expenses
associated with conducting a shareholder meeting for matters relating to
Standard Shares.
Article IV. Approval of Board of Trustees
This Plan will 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.
<PAGE>
Article V. Amendments
No material amendment to the Plan will 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.
[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>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] CATHOLIC VALUES INVESTMENT TRUST EQUITY - INST. SERV. SHS.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] JUN-30-1997
[INVESTMENTS-AT-COST] 3,111,869
[INVESTMENTS-AT-VALUE] 3,225,491
[RECEIVABLES] 19,423
[ASSETS-OTHER] 146,897
[OTHER-ITEMS-ASSETS] 49,082
[TOTAL-ASSETS] 3,440,893
[PAYABLE-FOR-SECURITIES] 4,138
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 167,129
[TOTAL-LIABILITIES] 171,267
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 3,155,414
[SHARES-COMMON-STOCK] 244,311
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 1,864
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1,274)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 113,622
[NET-ASSETS] 2,539,796
[DIVIDEND-INCOME] 7,046
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 5,182
[NET-INVESTMENT-INCOME] 1,864
[REALIZED-GAINS-CURRENT] (1,274)
[APPREC-INCREASE-CURRENT] 113,622
[NET-CHANGE-FROM-OPS] 114,212
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 244,311
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 2,451,400
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2,825
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 28,433
[AVERAGE-NET-ASSETS] 1,595,631
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] 0.012
[PER-SHARE-GAIN-APPREC] 0.388
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.40
[EXPENSE-RATIO] 1.59
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[SERIES]
[NUMBER] 1
[NAME] CATHOLIC VALUES INVESTMENT TRUST EQUITY FD - INDIVIDUAL SHS.
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] JUN-30-1997
[INVESTMENTS-AT-COST] 3,111,869
[INVESTMENTS-AT-VALUE] 3,225,491
[RECEIVABLES] 19,423
[ASSETS-OTHER] 49,082
[OTHER-ITEMS-ASSETS] 146,897
[TOTAL-ASSETS] 3,440,893
[PAYABLE-FOR-SECURITIES] 4,138
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 167,129
[TOTAL-LIABILITIES] 171,267
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 3,155,414
[SHARES-COMMON-STOCK] 70,301
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 1,864
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] (1,274)
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 113,622
[NET-ASSETS] 729,830
[DIVIDEND-INCOME] 7,046
[INTEREST-INCOME] 0
[OTHER-INCOME] 0
[EXPENSES-NET] 5,182
[NET-INVESTMENT-INCOME] 1,864
[REALIZED-GAINS-CURRENT] (1,274)
[APPREC-INCREASE-CURRENT] 113,622
[NET-CHANGE-FROM-OPS] 114,212
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 70,401
[NUMBER-OF-SHARES-REDEEMED] 100
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 704,014
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 2,825
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 28,433
[AVERAGE-NET-ASSETS] 573,155
[PER-SHARE-NAV-BEGIN] 10.00
[PER-SHARE-NII] (0.140)
[PER-SHARE-GAIN-APPREC] 0.394
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 10.38
[EXPENSE-RATIO] 3.25
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
