As filed with the Securities and Exchange Commission on July 27, 1998.
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. ___)
Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box:
| | Preliminary proxy statement
|X| Definitive additional materials
|_| Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CATHOLIC VALUES INVESTMENT TRUST
(Name of Registrant as Specified in Its Charter)
CATHOLIC VALUES INVESTMENT TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
|X| No filing fee is required
<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
July 27, 1998
Dear Shareholder:
Your fund's board of trustees has called a shareholder meeting for September 23,
1998 to ask you to approve a new investment advisory agreement with your fund's
adviser, Wright Investors' Service, Inc. A new agreement is required by the
federal law that regulates mutual funds because there has been a change to the
ownership and control structure of Wright's parent company, The Winthrop
Corporation, as a result of the death of John Winthrop Wright. The change in
control has not resulted in any changes to the management of Wright, the
advisory services that Wright provides to your fund or the rate of the
investment advisory fee that your fund pays to Wright.
This proposal has been reviewed by your fund's board of trustees, whose primary
role is to represent and protect your interests as a shareholder. In the
trustees' judgment, the proposal is fair and reasonable and they recommend that
you vote in favor of the proposal.
This package contains information about the proposal and the proxy materials for
you to use when voting by mail. Please review the enclosed information and cast
your vote by completing and returning the proxy card in the enclosed postage
paid envelope. Please vote promptly. It is extremely important, no matter how
many shares you own. Voting promptly saves money. If we do not receive enough
votes, we must adjourn the shareholders' meeting and re-solicit shareholders in
an attempt to increase voter participation. This is a costly process paid for by
your fund and, ultimately, by you.
To cast your vote, simply complete the enclosed proxy card. Be sure to sign the
card before mailing in the postage paid envelope provided. Please do it now so
it will not be forgotten.
If you have any questions, please do not hesitate to call Wright Investors'
Service Distributors, Inc. at 1-888-974-4482. Ask to speak with Terry Moody.
Thank you.
Sincerely,
/S/ Peter M. Donovan
Peter M. Donovan
President and Trustee
YOUR VOTE IS IMPORTANT
Please execute the enclosed proxy card and return it promptly in the
postpaid envelope provided. THIS WILL SAVE THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION.
<PAGE>
THE WRIGHT MANAGED EQUITY TRUST
Wright Selected Blue Chip Equities Fund
Wright Junior Blue Chip Equities Fund
Wright Major Blue Equities Fund
Wright International Blue Chip Equities Fund
(the "equity funds")
THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
Wright Current Income Fund
Wright U.S. Treasury Money Market Fund
(the "income funds")
THE WRIGHT EQUIFUND EQUITY TRUST
Wright EquiFund - Belgium/Luxembourg
Wright EquiFund - Hong Kong/China
Wright EquiFund - Japan
Wright EquiFund - Mexico
Wright EquiFund - Netherlands
Wright EquiFund - Nordic
(the "country funds")
CATHOLIC VALUES INVESTMENT TRUST
Catholic Values Investment Trust Equity Fund
("CVIT Fund")
(collectively, the "funds")
24 Federal Street
Boston, Massachusetts 02110
<PAGE>
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
TO BE HELD SEPTEMBER 23, 1998
A special meeting of shareholders of the series (each, a "fund") of The
Wright Managed Equity Trust, The Wright Managed Income Trust, The Wright
EquiFund Equity Trust and Catholic Values Investment Trust (collectively, the
"trusts") will be held at the principal offices of the trusts, 24 Federal
Street, Boston, Massachusetts, 02110, on Wednesday, September 23, 1998 beginning
at 10:00 a.m. (Boston time). The special meetings of the funds are expected to
be held concurrently and are referred to together as the "meeting."
THE MEETING IS BEING HELD FOR THE FOLLOWING PURPOSE:
1. To approve a new investment advisory agreement between Wright Investors'
Service, Inc. and:
a. The Wright Managed Equity Trust on behalf of each equity fund. FOR
EACH EQUITY FUND VOTING SEPARATELY.
b. The Wright Managed Income Trust on behalf of each income fund. FOR
EACH INCOME FUND VOTING SEPARATELY.
c. The Wright EquiFund Equity Trust on behalf of each country fund.
FOR EACH COUNTRY FUND VOTING SEPARATELY.
d. Catholic Values Investment Trust. FOR CVIT FUND VOTING SEPARATELY.
2. To consider and act upon any matters incidental to proposal 1 and any
other matters which may properly come before the meeting or any
adjourned session of the meeting.
Proposal 1 is discussed in greater detail in the accompanying proxy
statement.
The meeting is called pursuant to the by-laws of each trust. The trustees
have fixed the close of business on July 17, 1998 as the record date for the
determination of the shareholders of each fund entitled to notice of and to vote
at the meeting and any adjournment thereof.
By Order of the Boards of Trustees,
H. Day Brigham, Jr., Secretary
Dated: July 27, 1998
IMPORTANT - SHAREHOLDERS CAN HELP THE TRUSTEES AVOID THE NECESSITY AND
ADDITIONAL EXPENSE TO THEIR FUND OF FURTHER SOLICITATIONS TO INSURE A QUORUM BY
PROMPTLY RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE>
THE WRIGHT MANAGED INVESTMENT FUNDS
THE WRIGHT EQUIFUND EQUITY TRUST THE WRIGHT MANAGED EQUITY TRUST
Wright EquiFund - Belgium/Luxembourg Wright Selected Blue Chip Equities Fund
Wright EquiFund - Hong Kong/China Wright Junior Blue Chip Equities Fund
Wright EquiFund - Japan Wright Major Blue Chip Equities Fund
Wright EquiFund - Mexico Wright International Blue Chip Equities
Wright EquiFund - Netherlands Fund
Wright EquiFund - Nordic THE WRIGHT MANAGED INCOME TRUST
Wright U.S. Treasury Fund
Wright U.S. Government Near Term Fund
Wright Total Return Bond Fund
CATHOLIC VALUES INVESTMENT TRUST Wright Current Income Fund
Catholic Values Investment Wright U.S. Treasury Money Market Fund
Trust Equity Fund
(collectively, the "funds")
24 Federal Street
Boston, Massachusetts 02110
PROXY STATEMENT
For Special Meetings of Shareholders
A proxy card is enclosed with the notice of the special meeting of the
shareholders of the funds to be held on Wednesday, September 23, 1998 for the
benefit of shareholders who do not expect to be present at the meeting. The
proxy is solicited on behalf of the boards of trustees of each trust
(collectively, the "trustees"), and is revocable by the person giving it at any
time prior to exercise by a signed letter filed with the funds' transfer agent,
First Data Investors Services' Group, P.O. Box 5123, Westborough, Massachusetts
01551-5123, by signing and delivering a later dated proxy, or by attending the
meeting and voting the shares in person. Each shareholder may specify the
manner in which he or she desires the proxy to be voted on proposal 1. In the
absence of any specification, the proxy will authorize the persons named as
attorneys, or any of them, to vote in favor of proposal 1. This proxy material
is first being mailed to shareholders on or about July 27, 1998.
The trustees have fixed the close of business on July 17, 1998 as the
record date for the determination of the shareholders entitled to notice of and
to vote at the meeting and any adjournment(s) thereof. Shareholders at the
close of business on the record date will be entitled to one vote for each full
share held and to a proportionate share of one vote for each fractional share
held. The number of shares of beneficial interest (excluding fractions thereof)
of each fund outstanding as of the record date is set forth in EXHIBIT A. The
persons who held of record more than 5% of the outstanding shares of a fund as
of the record date are set forth in EXHIBIT B. To the knowledge of each trust,
no other person owns (of record or beneficially) more than 5% of the
outstanding shares of a fund.
Although each trust is having its own separate meeting, proxies are being
solicited through the use of this combined proxy statement. Shareholders of
funds that are series of the same trust will vote separately as to this
proposal because it uniquely affects their respective funds. Voting by
shareholders of one fund or trust will not affect voting by shareholders of
another fund or trust.
<PAGE>
As discussed in greater detail under proposal 1, the principal purpose of
the meeting is to approve a new investment advisory agreement between each
trust on behalf of its respective funds and Wright Investors' Services, Inc.
("Wright"). The new agreement will permit Wright to continue to provide
investment advisory services to each fund following a change in control of the
parent company of Wright.
Shareholders of the funds are being asked to vote on the proposal as
follows:
proposal Shareholders Entitled to Vote on Proposal
1. For each trust: Each fund voting separately.
The trustees know of no matter other than that mentioned in proposal 1
which will be presented at the meeting. If any other matter is properly
presented at the meeting, it is the intention of the persons named as proxies
in the enclosed proxy to vote the proxies in accordance with their judgment in
regard to such matter.
PROPOSAL 1
APPROVAL OF INVESTMENT ADVISORY AGREEMENT
General
The Winthrop Corporation ("Winthrop") is currently the investment adviser
to each fund (except Catholic Values Investment Trust Equity Fund ("CVIT
Fund")) under investment advisory contracts (the "existing contracts") between
each trust, on behalf of its funds, and Winthrop. Under a service agreement
between Winthrop and its wholly-owned subsidiary, Wright Investors' Service,
Inc., Wright, acting under the general supervision of the trustees, furnishes
each fund with investment advice and management services. Wright is currently
the investment adviser to CVIT Fund under an investment advisory contract
between Catholic Values Investment Trust and Wright (together with the existing
contracts, the "existing advisory agreements"). Wright is incorporated in
Connecticut and is registered as an investment adviser under the Investment
Advisers Act of 1940. Wright's and Winthrop's principal offices are located at
1000 Lafayette Boulevard, Bridgeport, Connecticut, 06604-4720. The funds'
administrator is Eaton Vance Management, 24 Federal Street, Boston,
Massachusetts 02110.
Each fund is registered and regulated as an investment company under the
Investment Company Act of 1940, as amended (the "1940 Act"). The 1940 Act
provides that an investment company's investment advisory agreement terminates
automatically upon its "assignment." Under the 1940 Act, a direct or indirect
transfer of a controlling block of the voting securities of any entity
controlling an investment adviser is deemed to be an assignment. As described
further below, the ownership of Winthrop, a controlling entity of Wright, has
changed and the existing advisory agreements terminated as a result of that
change.
The Change of Control
Winthrop was founded by Mr. John Winthrop Wright and began offering
investment advisory services in 1961. Upon his death in 1996, Mr. Wright was
the only person who owned more than 25% (but less than 50%) of Winthrop's
stock. The 1940 Act presumes that owning 25% or more of a company's stock gives
the owner "control" over the company. Since Mr. Wright's death, his stock has
been held by the estate of John Winthrop Wright (the "estate"). On June 11,
1998, Mildred Gibson Wright, in accordance with her authority as executrix of
the estate, transferred Mr. Wright's stock from the estate to Mr. Wright's
intended beneficiary, The School for Ethical Education (the "distribution").
<PAGE>
The School, located at 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604, was founded in 1995 by Mr. Wright as a non-profit, tax-exempt
organization to promote ethical behavior. The School's mission is to promote
"ethics in action" for the creation of positive character and the advancement
of responsible and caring communities. The School provides post-secondary
courses for teachers and parents to teach ethical behavior in schools and
communities. The School is managed by its board of trustees, which has five
members, three of whom are affiliated with Winthrop and Wright.
As a result of the distribution, the School acquired more than 25% of
Winthrop's stock and there has been a change in the control of Winthrop. The
following table describes the persons or entities who own stock in Winthrop and
the percentage that each person votes. The address of each person or entity is
1000 Lafayette Boulevard, Bridgeport, CT 06604-4720.
Percentage of stock owned in
Name The Winthrop Corporation
- -----------------------------------------------------------------------------
The School for Ethical Education 34.5%
Mr. Peter Donovan 18.6%
WIS Holdings Corp. 16.9% (1)
WIS Profit Sharing Plan 13.2%
All Others 16.7% (2)
- ------------------------------------------------------------------------------
(1) WIS Holdings Corp.is a wholly-owned subsidiary of Winthrop. During her
lifetime, Mrs. Mildred Wright has the restricted right to direct voting
of WIS Holdings Corp.stock.
(2) No other person owns 10% or more of Winthrop stock.
Mr. Donovan, who owns Winthrop stock, and Mrs. Wright, who has voting
rights as to Winthrop stock, also serve as trustees of the School. The School's
board of trustees, including Mr. Donovan and Mrs. Wright, collectively have the
power to vote the Winthrop stock owned by the School. It is possible that Mr.
Donovan and Mrs. Wright could be considered to have voting rights as to more
than 25% of the Winthrop stock and, therefore, to be controlling persons of
Winthrop. However, as trustees of the School, each of them has only one vote on
matters brought before the School's board of trustees, and Mr. Donovan and Mrs.
Wright have not entered into any agreement to exercise voting power in concert.
The trustees of the trusts have considered the new ownership structure of
Winthrop and do not believe that either Mr. Donovan or Mrs. Wright controls
Winthrop. However, in the event that a regulatory authority or a court
determines that Mr. Donovan or Mrs. Wright controls Winthrop, the vote by
shareholders to approve the new advisory agreement with Wright will be deemed to
have considered any possible transfer of control to Mr. Donovan and Mrs. Wright.
To provide for continuity of investment advisory services to the funds as a
result of the distribution, the trustees, including the trustees who are not
"interested" persons of the trusts, Wright or Winthrop (the "independent
trustees"), at a meeting held on June 24, 1998, voted to approve, and
recommended that each fund's shareholders approve, a new investment advisory
agreement (the "new advisory agreement") with Wright. Under the new advisory
agreement, Wright will be the investment adviser and will continue to provide
investment advisory services to the funds. APPROVAL OF THE NEW ADVISORY
AGREEMENT WILL NOT INCREASE THE ADVISORY FEE RATE PAID BY ANY FUND.
Material Terms of the New Advisory Agreement
The material terms of the new advisory agreement are substantially similar
to those of the existing advisory agreements. The following discussion of the
new advisory agreement is only a summary of the form of the agreement (the form
is identical for each fund) attached to the proxy statement as EXHIBIT C. You
should read the entire form of agreement. The dates of the initial approval and
of the most recent shareholder approval of the existing advisory agreements and
the aggregate advisory fee paid by each fund in 1997 are set forth in EXHIBIT
D. The trustees of each trust approved the continuation of each existing
advisory agreement on January 28, 1998.
<PAGE>
Advisory Services. Under the new advisory agreement and subject to the
supervision and approval of the trustees of each trust, Wright will be
responsible for providing continuously an investment program for each fund,
consistent with each fund's investment objective, policies and restrictions.
Specifically, Wright will determine what investments shall be purchased, sold
or exchanged by each fund, if any, and what portion, if any, of each fund's
assets will be held uninvested and will make changes in each fund's
investments. Wright will also manage, supervise and conduct the other affairs
and business of each fund and any incidental matters, including supervision of
each fund's administrator, if any. This is not changed from the existing
contracts.
Advisory Fee. Under the new advisory agreement, each fund will pay Wright
an annual advisory fee at the rate set forth on Schedule B to the new advisory
agreement at EXHIBIT C. There has been no change to the rate of advisory fee
paid to Wright by each fund as a result of the change in control of Winthrop.
Standard of Care. The new advisory agreement provides that Wright will not
be subject to liability for any act or omission in the course of rendering
services under the agreement in the absence of willful misfeasance, bad faith
or gross negligence, or for any losses which may be sustained in the
acquisition, holding or sale of any security or other investment. This is not
changed from the existing contracts.
Expenses. Each fund is responsible for its own expenses unless
responsibility is expressly assumed by Wright under the new advisory agreement
or by the administrator under the administration agreement. Among other
expenses, each fund pays investment advisory fees; bookkeeping, share pricing
and custodian fees and expenses; expenses of the fund's administrator, if any;
fees and disbursements of the fund's transfer agent and dividend disbursing
agent or registrar, shareholder servicing fees and expenses; expenses of
prospectuses, statements of additional information and shareholder reports
which are furnished to shareholders; legal and auditing fees; registration and
reporting fees and expenses; and trustees' fees and expenses. Expenses of a
trust which relate to more than one of its series are allocated among these
series in an equitable manner, primarily on the basis of relative net asset
values.
The new advisory agreement states that the trust is responsible for paying
the charges and expenses of the independent public accountants and legal
counsel to the trust and the trustees. This change from the existing contracts
is in keeping with similar language in more modern forms of advisory
agreements. Each trust currently pays the charges and expenses of its
independent public accountants and legal counsel and the addition of this
language is for clarification purposes only.
Approval, Termination and Amendment Provisions. If approved by the
affirmative vote of a "majority of the outstanding voting securities" (as
described below) of the fund ("majority shareholder vote"), the new advisory
agreement will remain in full force and effect until February 28, 2000. The new
advisory agreement will continue in full force and effect as to that fund
indefinitely after that date, if this continuance is approved at least annually
(i) by a vote of a majority of the trustees of the respective trust or by a
majority shareholder vote for that fund, and (ii) by the vote of a majority of
the independent trustees of the trust. The new advisory agreement may be
terminated at any time without penalty by a vote of a majority of the
independent trustees of the respective trust, by a majority shareholder vote
for that fund or by Wright on 60 days' written notice to the other party. In
addition, the new advisory agreement will terminate immediately and
automatically if assigned. The new advisory agreement may not be materially
amended without the approval of the trustees and the shareholders. An amendment
would be material if it changed the duties and responsibilities of the parties
under the agreement or increased the fee paid to Wright.
The new advisory agreement no longer recites the specific requirements to
approve, amend or terminate the agreement. Rather, the new advisory agreement
states that approval, amendment or termination of the agreement will be in
accordance with the requirements of 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,
order or interpretive position. The use of this language is intended to permit
the funds to take advantage of interpretive positions of the staff of the
<PAGE>
Commission. For example, at some time in the future the staff might conclude
that the requirement that trustees meet "in person" to approve or amend an
advisory agreement could be satisfied by video teleconferencing. Should this
happen, the trusts should be able to take advantage of such interpretive
position without having to call a shareholder meeting to amend the advisory
agreement.
Required Vote
Approval of the new advisory agreement for a fund requires a majority
shareholder vote of that fund. Under the 1940 Act, this means that to be
approved for a fund, the proposal must receive the affirmative vote of the
lesser of (a) 67% of the shares of that fund present at the meeting if the
holders of more than 50% of the outstanding shares of that fund are present or
represented by proxy at the meeting, or (b) more than 50% of the outstanding
shares of that fund. If the shareholders of one or more funds fail to approve
this proposal, the trustees will consider what further action should be taken.
THE TRUSTEES OF THE TRUSTS, INCLUDING A MAJORITY OF THE INDEPENDENT
TRUSTEES, RECOMMEND THAT THE SHAREHOLDERS OF EACH FUND VOTE TO APPROVE THIS
PROPOSAL.
The trustees believe that the funds will benefit from continuing to receive
the high quality advisory services provided by Wright on the same terms as they
are currently provided. The trustees considered the fact that the new advisory
agreement is substantially similar to the existing advisory agreements and that
the change in control of Wright will not change the advisory services provided
to the funds or the rate of the advisory fee paid by each fund to Wright. The
trustees believe that the new advisory agreement and the fees provided for in
the agreement are reasonable, fair and in the best interests of each fund's
shareholders.
The Master/Feeder Funds
Each of the following funds (the "feeder funds") invests all of its assets
in a corresponding master portfolio that has the same investment objective as
the feeder fund-Wright Selected Blue Chip Equities Fund, Wright Junior Blue
Chip Equities Fund, Wright International Blue Chip Equities Fund, Wright U.S.
Treasury Fund, Wright U.S. Government Near Term Fund and Wright Current Income
Fund. Approval of the new advisory agreement by shareholders of each feeder
fund will have two distinct results.
Because a feeder fund requires no investment advisory services, Wright and
each feeder fund have agreed that, for so long as the feeder funds invest in
the corresponding master portfolios, no services will be provided and no fees
will be paid under each feeder fund's existing advisory agreement. Wright
provides investment advisory services to the master portfolios under an
investment advisory agreement with the portfolios (the "portfolio advisory
agreement"). If shareholders of a feeder fund vote to approve the new advisory
agreement, that vote will serve to approve a new advisory agreement as to that
fund. As before, Wright and the feeder funds will agree that, for so long as
the feeder funds invest in the portfolios, no advisory services will be
provided to the feeder funds and no fees will be paid by the feeder funds under
the new advisory agreement. A vote by shareholders of each feeder fund to
approve the new advisory agreement will also serve to authorize each feeder
fund's trustees to vote, on behalf of the feeder funds, to approve a new
portfolio advisory agreement with Wright.
NOTICE TO BANKS AND BROKER/DEALERS
Each trust on behalf of its funds has previously solicited all nominee and
broker/dealer accounts as to the number of additional proxy statements required
to supply beneficial owners of shares. Should additional proxy material be
required for beneficial owners, please forward such requests to: First Data
Investor Services Group, Wright Group of Funds, Proxy Department, P.O. Box
9122, Hingham, MA 02043-9122.
<PAGE>
INFORMATION CONCERNING THE MEETING
Shares of your fund represented in person or by proxy, including shares
which abstain or do not vote with respect to the proposal, will be counted for
purposes of determining whether there is a quorum at the meeting. Accordingly,
an abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on
the proxy card that it does not have discretionary authority to vote on
proposal 1, those shares will not be considered present and entitled to vote on
proposal 1. Thus, a "broker non-vote" has no effect on the voting in
determining whether proposal 1 has been adopted in accordance with clause (1)
of the majority shareholder vote described in proposal 1, if more than 50% of
the outstanding shares (excluding the "broker non-votes") are present or
represented. However, for purposes of determining whether proposal 1 has been
adopted in accordance with clause (2) of the majority shareholder vote
described in proposal 1, a "broker non-vote" has the same effect as a vote
against the proposal because shares represented by a "broker non-vote" are
considered to be outstanding shares.
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be
solicited by telephone, by fax or in person by the trustees, officers and
employees of the trusts, by personnel of Wright, by the funds' transfer agent,
First Data Investors Services' Group or by broker-dealer firms. Each trust may
hire a third party solicitation firm to provide proxy solicitation services at
a cost that would be paid together with all other expenses of the shareholder
meeting by that trust.
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at
any time before it is exercised:
o By filing a written notice of revocation with your fund's transfer
agent, First Data Investors Services' Group, P.O. Box
5153, Westborough, Massachusetts 01551-5123,
o By returning a duly executed proxy with a later date before the
time of the meeting, or
o If a shareholder has executed a proxy but is present at the
meeting and wishes to vote in person, by notifying the secretary
of the fund (without complying with any formalities) at any time
before it is voted.
Being present at the meeting along does not revoke a previously executed
and returned proxy.
Outstanding Shares and Quorum
See EXHIBIT A for the number of each fund's shares outstanding as of July
17, 1998. Only shareholders of record on July 17, 1998 (record date) are
entitled to notice of and to vote at the meeting. A majority of the outstanding
shares of the fund that are entitled to vote will be considered a quorum for
the transaction of business.
Other Business
The trustees know of no business to be presented for consideration at the
meeting other than the proposals. If other business is properly brought before
the meeting, proxies will be voted according to the best judgment of the
persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any session of
the meeting is called to order, the persons named as proxies may vote those
proxies that have been received to adjourn the meeting to a later date. If a
quorum is present but there are not sufficient votes in favor of the proposal,
the persons named as proxies may propose one or more adjournments of the
meeting to permit further solicitation of proxies concerning the proposal. Any
adjournment will require the affirmative vote of a majority of the fund's
shares at the session of the meeting to be adjourned. If an adjournment of the
meeting is proposed because there are not sufficient votes in favor of the
proposal, the persons named as proxies will vote those proxies favoring that
proposal in favor of adjournment, and will vote those proxies against the
proposal against adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the trusts
may also arrange to have votes recorded by telephone by officers and employees
of the trusts or by personnel of the adviser or transfer agent. The telephone
voting procedure is designed to verify a shareholder's identify, to allow a
shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have
been properly recorded. If these procedures were subject to a successful legal
challenge, these telephone votes would not be counted at the meeting. The
trusts have not obtained an opinion of counsel about telephone voting, but are
currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone
number in the fund's account records and will be asked to provide
the shareholder's social security number or other identifying
information.
o The shareholder will then be given an opportunity to authorize
proxies to vote his or her shares at the meeting in accordance
with the shareholder's instructions.
o To ensure that the shareholder's instructions have been recorded
correctly, the shareholder will also receive a confirmation of the
voting instructions by mail.
o A toll-free number will be available in case the voting
information contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the
meeting, the shareholder can revoke the proxy at that time and
vote the shares at the meeting.
Each fund will furnish, without charge, a copy of the fund's annual report
and its most recent semi-annual report to any shareholder upon request.
Shareholders who want to obtain a copy of these reports should direct all
written requests to: A.M. Moody III, President, Wright Investors' Service
Distributors, Inc., 1000 Lafayette Boulevard, Bridgeport, CT 06604, or should
call 1-888-974-4482.
Submission of Shareholder proposals. The trusts do not hold annual
shareholders' meetings. Shareholders who want to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to the secretary of the applicable trust, 24 Federal Street,
Boston, Massachusetts 02110. Proposals must be received by the trust in advance
of a proxy solicitation to be included. The mere submission of a proposal does
not guarantee inclusion in the proxy statement because certain federal
securities law rules must be complied with.
THE WRIGHT MANAGED EQUITY TRUST
THE WRIGHT MANAGED INCOME TRUST
THE WRIGHT EQUIFUND EQUITY TRUST
CATHOLIC VALUES INVESTMENT TRUST
Dated: July 27, 1998
<PAGE>
EXHIBIT A
Shares of Beneficial Interest Outstanding as of the Record Date
The Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund 13,719,413.207
Wright Junior Blue Chip Equities Fund 3,463,985.128
Wright Major Blue Chip Equities Fund 2,002,144.700
Wright International Blue Chip Equities Fund 13,501,376.181
The Wright Managed Income Trust
Wright U.S. Treasury Fund 5,112,776.513
Wright U.S. Government Near Term Fund 9,850,269.385
Wright Total Return Bond Fund 7,174,878.729
Wright Current Income Fund 8,093,363.230
Wright U.S. Treasury Money Market Fund 100,150,730.880
The Wright EquiFund Equity Trust
Wright EquiFund - Belgium/Luxembourg 1,168,547.050
Wright EquiFund - Hong Kong/China 633,615.441
Wright EquiFund - Japan 770,783.323
Wright EquiFund - Mexico 2,071,058.863
Wright EquiFund - Netherlands 1,448,287.500
Wright EquiFund - Nordic 188,323.557
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund 288,311.205
<PAGE>
EXHIBIT B
Persons Owning More than 5% of Outstanding Shares of a Fund as of the
Record Date
The Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund (WSBC)
Wright Junior Blue Chip Equities Fund (WJBC)
Wright Major Blue Chip Equities Fund (WMBC)
Wright International Blue Chip Equities Fund (WIBC)
Percent of Outstanding Shares Owned
- -------------------------------------------------------------------------------
WSBC WJBC WMBC WIBC
- -------------------------------------------------------------------------------
Ruane & Co. 6.2% 11.7% 13.6%
c/o Tompkins County Trust Co.
Ithaca, NY 14851
- -------------------------------------------------------------------------------
Southington Savings Investment 5.3% 5.1%
Mgt. Trust Services
Southington, CT 06489
- -------------------------------------------------------------------------------
Leo S. Rowe 10.2%
Pan American Fund
Washington, DC 20006
- -------------------------------------------------------------------------------
Barhart Company 5.0%
Bar Harbor Banking & Trust Co.
Bar Harbor, ME 04609-0218
- -------------------------------------------------------------------------------
Connecticut Legal Services, Inc. 5.2%
Defined Benefit Plan
Middletown, CT 06457
- -------------------------------------------------------------------------------
<PAGE>
The Wright Managed Income Trust
Wright U.S. Treasury Fund (WUSTB)
Wright U.S. Government Near Term Fund (WNTB)
Wright Total Return Bond Fund (WTRB)
Wright Current Income Fund (WCIF)
Wright U.S. Treasury Money Market Fund (WTMM)
<TABLE>
<CAPTION>
Percent of Outstanding Shares Owned
- ---------------------------------------------------------------------------------------------------------------
WUSTB WNTB WTRB WCIF WTMM
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Independence Trust Co. 11.9% 6.9%
Manchester, NH 03105
- ---------------------------------------------------------------------------------------------------------------
Barhart Company 6.0% 8.0% 8.3%
Bar Harbor Banking & Trust Co.
Bar Harbor, ME 04609-0218
- ---------------------------------------------------------------------------------------------------------------
Ruane & Co., c/o Tompkins County Trust Co. 5.8%
Ithaca, NY 14851
- ---------------------------------------------------------------------------------------------------------------
First National Bank - Winfield, Kansas 5.5%
Winfield, KS 67156
- ---------------------------------------------------------------------------------------------------------------
Southington Savings Investment 10.9%
Mgt. Trust Services
Southington, CT 06489
- ---------------------------------------------------------------------------------------------------------------
Norwalk Savings Society 6.9%
Norwalk, CT 06852
- ----------------------------------------------------------------------------------------------------------------
Thompson & Co. 6.8%
c/o First National Bank
Brookings, SD 57006
- -----------------------------------------------------------------------------------------------------------------
Niagara Mohak Power Corp. 7.3%
c/o Boston Safe Deposit & Trust Co.
Medford, MA
- -----------------------------------------------------------------------------------------------------------------
Creve & Company 25.3%
Chesterfield, MO 63017
- -----------------------------------------------------------------------------------------------------------------
Community Banks NA 5.9%
Trust Department
Hazleton, PA 18201
- ------------------------------------------------------------------------------------------------------------------
Dawn & Co. 5.2% 5.9%
c/o Webster Trust Co.
New Britain, CT 06051
- ------------------------------------------------------------------------------------------------------------------
Plumbers & Pipefitters Local 74 5.1%
Annuity Fund
Pittsburg, PA 15222
- -------------------------------------------------------------------------------------------------------------------
Fleet National Bank Cust. 5.3%
FBO CT Plumbers & Pipefitters P/F
Rochester, NY 14692-8900
- --------------------------------------------------------------------------------------------------------------------
American Bank 6.3%
Rock Island, IL 61201
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
The Wright EquiFund Equity Trust Percent of Outstanding Shares Owned
- ------------------------------------------------------------------------------------------------------------------------
Belgium/ Hong Kong/
Luxembourg China Japan Mexico Netherlands Nordic
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NFSC FEBO 10.6%
Berg & Company.
New York, NY 10004-1607
- ------------------------------------------------------------------------------------------------------------------------
NFSC FEBO 6.1%
Phyllis& Frank Bramson Liv Tr
Miami Beach, FL 33147
- -------------------------------------------------------------------------------------------------------------------------
Charles Schwab & Co. Inc. 39.7% 44.7% 53.1% 42.0% 52.1% 50.4%
Attn: Mutual Funds, 101 Montgomery St.
San Francisco, CA 94104
- -------------------------------------------------------------------------------------------------------------------------
FTC & Co. 17.4%
Denver, CO 88217
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
Catholic Values Investment Trust Percent of Outstanding Shares Owned
- -------------------------------------------------------------------------------
CVIT
- -------------------------------------------------------------------------------
ESDR & Co. 6.5%
FBO Catholic Knights INS Society
Green Bay, WI 54307-9006
- -------------------------------------------------------------------------------
Sisters of Mary 5.6%
Mother of the Eucharist
Ann Arbor, MI 48105
<PAGE>
EXHIBIT C
Form of
INVESTMENT ADVISORY CONTRACT
CONTRACT made this day of 1998, between [NAME OF TRUSTS], each a
Massachusetts business trust (the "Trusts"), on behalf of each series of the
Trusts which the Adviser (defined below) and the Trusts shall agree from time
to time are subject to this Contract, as set forth on Schedule A (collectively,
the "Funds" and individually, the "Fund"), and WRIGHT INVESTORS' SERVICE, INC.,
a Connecticut corporation (the "Adviser"):
1. Duties of the Adviser. Each Trust hereby employs the Adviser to act as
investment adviser for and to manage the investment and reinvestment of the
assets of the Funds and, except as otherwise provided in an administration
agreement, to administer the Trust's 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 hereby accepts such employment, and undertakes to afford to
each 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 employees 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 any
Trust in any way or otherwise be deemed an agent of the Trust.
The Adviser shall provide each 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 Trust's Declaration of trust, By-Laws and
registration statement under the Securities Act of 1933 and the Investment
Company Act of 1940, all as from time to time amended. The Adviser is
authorized, in its discretion and without prior consultation with the trust,
but subject to each Fund's investment objective, policies and restrictions, to
buy, sell, lend and otherwise trade in any stocks, bonds, options and other
securities and investment instruments on behalf of the funds, to purchase,
write or sell options on securities, futures contracts or indices on behalf of
the funds, to enter into commodities contracts on behalf of the Funds,
including contracts for the future delivery of securities or currency and
futures contracts on securities or other indices, and to execute any and all
agreements and instruments and to do any and all things incidental thereto in
connection with the management of the funds. Should the Trustees of the Trust
at any time, however, make any specific determination as to investment policy
for the Funds and notify the Adviser thereof in writing, the Adviser shall be
bound by such determination for the period, if any, specified in such notice or
until similarly notified that such determination has been revoked. The Adviser
shall take, on behalf of the Funds, all actions which it deems necessary or
desirable to implement the investment policies of the trust and of each Fund.
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 exceeds 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 applicable Fund or 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, each 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 Schedule B 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.
If the Contract is initiated or terminated 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, agree not to impose all or a part of
the above compensation.
3. Allocation of Charges and Expenses. Each 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, 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 those purposes and for distributing them 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,
(xix) the charges and expenses of the independent auditors, (xx) the charges
and expenses of legal counsel to the Trust and the Trustees, (xxi) distribution
fees, if any, paid by a Fund in accordance with Rule 12b-1 under the 1940 Act,
and (xxii) 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.
<PAGE>
4. Other Interests. It is understood that Trustees, officers and
shareholders of each Trust are or may be or become interested in the Adviser or
any of its affiliates as directors, officers, employees, stockholders or
otherwise and that directors, officers, employees and stockholders of the
Adviser or any of its affiliates are or may be or become similarly interested
in the Trust, and that the Adviser or any of its affiliates may be or become
interested in the Trust as a shareholder or otherwise. It is also understood
that directors, officers, employees and stockholders of the Adviser or any of
its affiliates 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
or any of its affiliates 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 any of its 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
each 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 any 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 any Trust's portfolio security transactions, and upon those terms and
conditions as may be agreed upon between the Adviser and the sub-investment
adviser; provided, however, that any subadvisory agreement shall be subject to
approval by the Trustees and by shareholders, if shareholder approval is then
required by the 1940 Act, 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, order or interpretive position.
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 up to and
including February 28, 2000 and shall continue in full force and effect as to
each Fund indefinitely thereafter, but only so long as such continuance after
February 28, 2000 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 accordance with the requirements of 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, order or interpretive position.
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 a 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 material 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 affected Trust who are not
interested persons of the Adviser or the Trust and (ii) by vote of a majority
of the outstanding voting securities of that fund in accordance with the
requirements of the Investment
<PAGE>
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, order or interpretive position.
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of each Trust limiting the personal
liability of shareholders of the Trust, and the Adviser hereby agrees that it
shall have recourse only to the applicable 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 Trust or Fund shall be liable for the obligations of any other Trust
or 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 cent 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 cent of the outstanding shares of the particular Fund are
present or represented by proxy at the meeting, or (b) more than 50 per cent of
the outstanding interests of the particular Fund, or such other vote as may be
required from time to time by the Investment Company Act of 1940.
11. Use of the Name "Wright". The Adviser hereby consents to the use by
each Trust of the name "Wright" as part of the Trust's name and the name of
each Fund should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright." The
Adviser shall have the right to require a Trust to cease using the name
"Wright" as part of the Trust's name and the name of its Funds 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 a 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.
[NAME OF TRUST] WRIGHT INVESTORS' SERVICE, INC.
By: __________________________ By:_______________________________
Authorized Officer Authorized Officer
<PAGE>
SCHEDULE A
[Name of Trust]
[Funds Subject to Contract]
<PAGE>
SCHEDULE B
ANNUAL ADVISORY FEE RATES
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
- --------------------------------------------------------------------------------------------------------------------------
$100 Mil. $250 Mil. $500 Mil.
Under to to to Over
$100 Mil. $250 Mil. $500 Mil. $1 Bil. $1 Bil.
- --------------------------------------------------------------------------------------------------------------------------
Wright Managed Equity Trust
<S> <C> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Wright Junior Blue Chip Equities Fund 0.55% 0.69% 0.67% 0.63% 0.58%
Wright Major Blue Chip Equities Fund 0.45% 0.59% 0.57% 0.53% 0.48%
Wright International Blue Chip Equities Fund 0.75% 0.79% 0.77% 0.73% 0.68%
Wright Managed Income Trust
Wright U.S. Treasury Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright U.S. Government Near Term Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright Total Return Bond Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright Current Income Fund 0.40% 0.46% 0.42% 0.38% 0.33%
Wright U.S. Treasury Money Market Fund 0.35% 0.32% 0.32% 0.30% 0.30%
- --------------------------------------------------------------------------------------------------------------------------
ANNUAL % ADVISORY FEE RATES
- ---------------------------------------------------------------------------------------------------------------------------
$500 Mil.
Under to Over
$500 Mil. $1 Bil. $1 Bil.
- ---------------------------------------------------------------------------------------------------------------------------
Wright EquiFund Equity Trust
Wright EquiFund - Belgium/Luxembourg 0.75% 0.73% 0.68%
Wright EquiFund - Hong Kong/China 0.75% 0.73% 0.68%
Wright EquiFund - Japan 0.75% 0.73% 0.68%
Wright EquiFund - Mexico 0.75% 0.73% 0.68%
Wright EquiFund - Netherlands 0.75% 0.73% 0.68%
Wright EquiFund - Nordic 0.75% 0.73% 0.68%
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund 0.75% 0.73% 0.68%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT D
<TABLE>
<CAPTION>
Date of Initial Most Recent Aggregate
Approval of Shareholder Advisory Fee Paid
TRUST Advisory Contract Approval Date as of 12/31/97
- ----------------------------------------------------------------------------------------------------------------------------------
Wright Managed Equity Trust
<S> <C> <C> <C>
Wright Selected Blue Chip Equities Fund 7/29/87 12/09/87 $1,456,264 *
Wright Junior Blue Chip Equities Fund 7/29/87 12/09/87 53,179 *(1)
Wright Major Blue Chip Equities Fund 7/29/87 12/09/87 68,251 (2)
Wright International Blue Chip Equities Fund 7/29/87 12/07/90 2,157,814 *
- ----------------------------------------------------------------------------------------------------------------------------------
Wright Managed Income Trust
Wright U.S. Treasury Fund 7/29/87 12/09/87 $ 253,536 *
Wright U.S. Government Near Term Fund 7/29/87 12/09/87 473,977 *
Wright Total Return Bond Fund 7/29/87 12/09/87 326,326
Wright Current Income Fund 7/29/87 12/09/87 340,725 *
Wright U.S. Treasury Money Market Fund 1/24/91 7/29/92 197,647 (3)
- ---------------------------------------------------------------------------------------------------------------------------------
Wright EquiFund Equity Trust
Wright EquiFund - Belgium/Luxembourg 1/19/94 1/19/94 $ 43,694 (4)
Wright EquiFund - Hong Kong/China 1/19/94 8/25/94 97,167
Wright EquiFund - Japan 1/19/94 1/19/94 79,721
Wright EquiFund - Mexico 1/19/94 3/16/94 229,596
Wright EquiFund - Netherlands 1/19/94 8/25/94 92,173
Wright EquiFund - Nordic 1/19/94 1/19/94 12,035 (5)
- ---------------------------------------------------------------------------------------------------------------------------------
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund 1/22/97 3/10/97 $ 0 (6)
- ----------------------------------------------------------------------------------------------------------------------------------
<FN>
* For the period from May 1, 1997 through December 31, 1997 the advisory fee
as paid by the corresponding portfolio and allocated to the fund.
(1) During fiscal 1997, Wright voluntarily waived part of its advisory fee. If
Wright had imposed its full advisory fee, the fund would have paid $99,116.
(2) During fiscal 1997, Wright voluntarily waived part of its advisory fee. If
Wright had imposed its full advisory fee, the fund would have paid $118,332.
(3) During fiscal 1997, Wright voluntarily waived part of its advisory fee. If
Wright had imposed its full advisory fee, the fund would have paid $329,000.
(4) During fiscal 1997, Wright voluntarily waived part of its advisory fee. If
Wright had imposed its full advisory fee, the fund would have paid $48,012.
(5) During fiscal 1997, Wright voluntarily waived part of its advisory fee. If
Wright had imposed its full advisory fee, the fund would have paid $33,550.
(6) During fiscal 1997, Wright voluntarily waived its advisory fee. If Wright
had imposed its full advisory fee, the fund would have paid $20,795.
</FN>
</TABLE>
<PAGE>
EXHIBIT E
OTHER FUNDS MANAGED BY WRIGHT INVESTORS' SERVICE, INC.
Wright provides advisory services to Wright Selected Blue Chip Portfolio
and Wright International Blue Chip Portfolio, which have investment objectives
similar to those of Wright Selected Blue Chip Equities Fund and Wright
International Blue Chip Equities Fund, respectively. Each portfolio's net
assets and advisory fee rate as of December 31, 1997 are set forth in the
table.
<TABLE>
<CAPTION>
Net Assets Advisory Fee Rate
Under $500 Mil. Over
$500 Mil. to $1 Bil. $1 Bil.
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wright Selected Blue Chip Equities Portfolio $3,425,031 0.65% 0.60% 0.55%
Wright International Blue Chip Equities Portfolio 1,410,688 0.80% 0.75% 0.70%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
As a result of Wright's voluntary agreement to reduce its advisory fee
rate, the portfolios paid advisory fees at the following rates as of December
31, 1997: Selected Blue Chip Portfolio - 0.14% and International Blue Chip
Portfolio - 0%.
<PAGE>
EXHIBIT F
PAYMENTS TO AFFILIATES OF WRIGHT INVESTORS' SERVICE, INC.
The following table sets forth the payments from the Funds to Wright
Investors' Service Distributor, Inc. ("WISDI") (an affiliate of Wright)
pursuant to the Funds' distribution and service plans for the fiscal year ended
December 31, 1997. No other affiliate of Wright received payments from the
Funds during that period. WISDI's address is 1000 Lafayette Boulevard,
Bridgeport, CT 06604-4720.
Payments to WISDI Pursuant to
TRUST Distribution and Service Plans
- -------------------------------------------------------------------------------
Wright Managed Equity Trust
Wright Selected Blue Chip Equities Fund $ 531,616
Wright Junior Blue Chip Equities Fund 7,133
Wright Major Blue Chip Equities Fund 19,391
Wright International Blue Chip Equities Fund 589,982
- -------------------------------------------------------------------------------
Wright Managed Income Trust
Wright U.S. Treasury Fund $ 148,895
Wright U.S. Government Near Term Fund 269,461
Wright Total Return Bond Fund 163,160
Wright Current Income Fund 166,583
Wright U.S. Treasury Money Market Fund -0-
- -------------------------------------------------------------------------------
Wright EquiFund Equity Trust
Wright EquiFund - Belgium/Luxembourg $ 14,513
Wright EquiFund - Hong Kong/China 32,389
Wright EquiFund - Japan 26,574
Wright EquiFund - Mexico 76,532
Wright EquiFund - Netherlands 30,726
Wright EquiFund - Nordic -0-
- -------------------------------------------------------------------------------
Catholic Values Investment Trust
Catholic Values Investment Trust Equity Fund $ 5,861
- -------------------------------------------------------------------------------
<PAGE>
EXHIBIT G
Wright Investors' Service, Inc.
Additional Information about Wright
<TABLE>
Directors and Officers. The following table provides information about the directors and executive officers of Wright.
<S> <C>
Name & Address Principal Occupation or Employment
H. Day Brigham, Jr. Director, Wright Investors' Service, Inc. Retired as officer
92 Reservoir Ave., Chestnut Hill, MA 02167 and/or director of Eaton Vance and its affiliates.
Judith R. Corchard Executive Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Peter M. Donovan President, Chief Executive Officer and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Eugene J. Helm Executive Vice President and Chief Financial Officer,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Albert L. Meric, Jr. Consultant and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George L. Rommel Senior Vice President and Director,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
Vincent M. Simko Senior Vice President, Secretary and Director,
1087 Broad St., Bridgeport, CT 06604 Wright Investors' Service, Inc.
George Taylor Director, Wright Investors' Service, Inc.
179 Northwood Rd., Fairfield, CT 06432 Retired.
Mildred Gibson Wright Chairman of the Board of Directors,
1000 Lafayette Blvd., Bridgeport, CT 06604 Wright Investors' Service, Inc.
</TABLE>
<PAGE>
[Form of Proxy Card]
The Wright Managed Equity Trust
The Wright Managed Income Trust
The Wright EquiFund Equity Trust
Catholic Values Investment Trust
(the "trusts")
24 Federal Street
Boston, Massachusetts 02110
This proxy is solicited on behalf of the trustees of the trusts for the special
meeting of shareholders (the "meeting") to be held at the offices of the trusts
on Wednesday, September 23, 1998, at 10:00 a.m., Eastern time. By signing this
proxy card, you appoint H. Day Brigham, James O'Connor and A. M. Moody, III,
whether they act together or separately, attorneys and proxies for you, with
full power of substitution and revocation to represent you and to vote all your
shares of [fund] which you are entitled to vote at the meeting and at any
adjournments of the meeting. By signing, you acknowledge that you received the
notice of the special meeting of shareholders and the accompanying proxy
statement and instruct the attorneys and proxies to vote the shares as indicated
on this proxy card. In their discretion, the proxies are authorized to vote upon
other business that may come before the meeting. Signing this proxy card revokes
any proxy you previously gave.
PLEASE SIGN AND DATE THE PROXY CARD, RETURN THE BOTTOM PORTION WITH YOUR
VOTE IN THE ENCLOSED ENVELOPE AND RETAIN THE TOP PORTION. Place the ballot so
that the return address, located on the reverse side of the mail-in stub,
appears through the window of the envelope.
Please indicate your vote by an "X" in the appropriate box on the reverse side.
This proxy, if properly signed, will be voted in the manner you directed. If you
make no direction, this proxy will be voted FOR the proposal. Please refer to
the proxy statement for a discussion of the proposal.
PLEASE MARK VOTES For Against Abstain
|X| AS IN THIS EXAMPLE
1. Approval of the investment advisory [] [] []
agreement with Wright Investors'
Service Inc.
Please be sure to sign and date this proxy card. Date
--------------------
Shareholder sign here Co-owner sign here
Please sign exactly as your name appears on this proxy, if joint owners,
EITHER may sign this proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
