As filed with the Securities and Exchange Commission on April 30, 1997
File No. 811-08193
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940 [X]
THE WRIGHT MASTER BLUE CHIP PORTFOLIO 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, including Area Code)
Alan R. Dynner
24 Federal Street, Boston, Massachusetts 02110
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(Name and Address of Agent for Service)
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Throughout this Registration Statement, information concerning
International Blue Chip Portfolio, Junior Blue Chip Portfolio and Selected Blue
Chip Portfolio (the "Equity Portfolios"), each a series of The Wright Blue Chip
Master Portfolio Trust (the "Registrant" or the "Portfolio Trust"), is
incorporated by reference from Amendment No. 22 to the Registration Statement of
The Wright Managed Equity Trust (the "Equity Trust") (File No. 2-78047 under the
Securities Act of 1933 (the "1933 Act")) (the "Equity Amendment") which was
filed electronically with the Securities and Exchange Commission ("SEC") on
April 29, 1997 (Accession No.0000853255-97-000006). The Equity Amendment
contains the joint prospectus and statement of additional information ("SAI") of
Wright International Blue Chip Fund, Wright Junior Blue Chip Fund and Wright
Selected Blue Chip Fund (the "Equity Feeder Funds"), each of which invests
substantially all of its assets in the corresponding Equity Portfolio.
Information concerning U.S. Treasury Portfolio, U.S. Treasury Near Term
Portfolio and Current Income Portfolio, each a series of the Portfolio Trust, is
incorporated by reference from Amendment No. 22 to the Registration Statement of
The Wright Managed Income Trust ("Income Trust") (File No. 2-81915 under the
1933 Act) (the "Income Amendment") which was filed electronically with the SEC
on April 29, 1997 (Accession No. 0000715165-97-000021). The Income Amendment
contains the joint prospectus and statement of additional information ("SAI") of
Wright U.S. Treasury Fund, Wright U.S. Treasury Near Term Fund and Wright
Current Income Fund (the "Income Feeder Funds"), each of which invests
substantially all of its assets in the corresponding Income Portfolio (the
Income Feeder Funds and the Equity Feeder Funds, together, the "Feeder Funds").
The joint prospectuses (together, the "Feeder Funds Prospectus") and
the joint SAIs (together, the Feeder Funds SAI") in the Equity Amendment and the
Income Amendment are identical in all respects.
PART A
Responses to Items 1 through 3 and 5A have been omitted pursuant to
Paragraph 4 of Instruction F of the General Instructions to Form N-1A.
Item 4. General Description of Registrant
The Portfolio Trust is an open-end management investment company which
was organized as a trust under the laws of the State of New York on March 18,
1997. Interests in the Portfolio Trust are offered in six separate series -- the
three Equity Portfolios and the three Income Portfolios (collectively, the
"Portfolios"). Interests in the Portfolios are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolios may be
made only by U.S. and foreign investment companies, common or commingled trust
funds, organizations or trusts described in Section 401(a) or 501(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), or similar organizations
or entities that are "accredited investors" within the meaning of Regulation D
under the 1933 Act. This Registration Statement does not constitute an offer to
sell, or the solicitation of an offer to buy, any "security" within the meaning
of the 1933 Act.
An investment in a Portfolio is not intended to be a complete
investment program, and a prospective investor should take into account its
objectives and other investments when considering the purchase of an interest in
a Portfolio. No Portfolio can assure achievement of its investment objective.
Registrant incorporates by reference information concerning the Equity
Portfolios' and the Income Portfolios' investment objectives and investment
practices from "The Funds and Their Investment Objectives and Policies" and
"Other Investment Policies" in the Feeder Funds Prospectus.
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Item 5. Management of the Portfolio
Registrant incorporates by reference information concerning the
Portfolio Trust's management from "The Investment Adviser" and the
"Administrator" in the Feeder Funds Prospectus.
Transfer Agent. Investors Bank & Trust Company, the Portfolio's
custodian, serves as transfer agent and dividend-paying agent of the Portfolio
and computes the daily net asset value of interests in the Portfolio.
Item 6. Capital Stock and Other Securities
Registrant incorporates by reference information concerning interests
in the Portfolio from "Other Information" in the Feeder Funds Prospectus and
"Additional Information about the Trusts and the Portfolio Trust" in the Feeder
Funds SAI.
As of May 1, 1997, each Feeder Fund controlled its corresponding
Portfolio by virtue of owning approximately 99.9% of the outstanding voting
interests in that Portfolio.
The net asset value of each Portfolio is determined each day on which
the New York Stock Exchange (the "Exchange") is open for trading ("Portfolio
Business Day"). This determination is made each Portfolio Business Day as of the
close of regular trading on the Exchange (currently 4:00 p.m., New York time)
(the "Portfolio Valuation Time").
Each investor in a Portfolio may add to or reduce its investment in
that Portfolio on each Portfolio Business Day as of the Portfolio Valuation
Time. The value of each investor's interest in a Portfolio will be determined by
multiplying the net asset value of that Portfolio by the percentage, determined
on the prior Portfolio Business Day, which represents that investor's share of
the aggregate interests in the Portfolio on such prior day. Any additions or
withdrawals for the current Portfolio Business Day will then be recorded. Each
investor's percentage of the aggregate interests in a Portfolio will then be
recomputed as a percentage equal to a fraction (i) the numerator of which is the
value of such investor's investment in that Portfolio as of the Portfolio
Valuation Time on the prior Portfolio Business Day plus or minus, as the case
may be, the amount of any additions to or withdrawals from the investor's
investment in the Portfolio on the current Portfolio Business Day and (ii) the
denominator of which is the aggregate net asset value of the Portfolio as of the
Portfolio Valuation Time on the prior Portfolio Business Day plus or minus, as
the case may be, the amount of the net additions to or withdrawals from the
aggregate investment in the Portfolio on the current Portfolio Business Day by
all investors in the Portfolio. The percentage so determined will then be
applied to determine the value of the investor's interest in that Portfolio for
the current Portfolio Business Day.
Registrant incorporates by reference information concerning the tax
consequences of certain of each Portfolio's investment practices from
"Distributions by the Funds" and "Taxes" in the Feeder Funds Prospectus and from
"Taxes" in the Feeder Funds SAI.
Each Portfolio will allocate at least annually among its investors its
net investment income, net realized capital gains, and any other items of
income, gain, loss, deduction or credit. Each Portfolio's net investment income
consists of all income accrued on the Portfolio's assets, less all actual and
accrued expenses of the Portfolio, determined in accordance with generally
accepted accounting principles.
Under the anticipated method of operation of the Portfolios, each
Portfolio will not be subject to any federal income tax. (See Part B, Item 20.)
However, each investor in a Portfolio will take into account its allocable share
of the Portfolio's ordinary income and capital gain in determining its federal
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income tax liability. The determination of each such share will be made in
accordance with the governing instruments of that Portfolio, which are intended
to comply with the requirements of the Code and the regulations promulgated
thereunder.
It is intended that each Portfolio's assets and income will be managed
in such a way that an investor in a Portfolio which seeks to qualify as a
regulated investment company ("RIC") under the Code will be able to satisfy the
requirements for such qualification.
Item 7. Purchase of Interests in Each Portfolio
Interests in each Portfolio are issued solely in private placement
transactions that do not involve any "public offering" within the meaning of
Section 4(2) of the 1933 Act. See "General Description of Registrant" above.
Registrant incorporates by reference information concerning the
computation of net asset value and valuation of Portfolio assets from "How the
Funds Value Their Shares" in the Feeder Funds Prospectus. For further
information, see Item 19 of Part B.
There is no minimum initial or subsequent investment in a Portfolio.
Each Portfolio reserves the right to cease accepting investments at any time or
to reject any investment order.
The placement agent for the Portfolios is Wright Investors' Service
Distributors, Inc. ("WISDI"), a wholly owned subsidiary of The Winthrop
Corporation. The principal business address of WISDI is 1000 Lafayette
Boulevard, Bridgeport, Connecticut 06604. WISDI receives no compensation for
serving as the placement agent for the Portfolios.
Item 8. Redemption or Decrease of Interest
An investor in a Portfolio may withdraw all of (redeem) or any portion
of (decrease) its interest in the Portfolio if a withdrawal request in proper
form is furnished by the investor to the Portfolio. All withdrawals will be
effected as of the next Portfolio Valuation Time. The proceeds of a withdrawal
will be paid by a Portfolio normally on the Portfolio Business Day the
withdrawal is effected, but in any event within seven days. Each Portfolio
reserves the right to pay the proceeds of a withdrawal (whether a redemption or
decrease) by a distribution in kind of portfolio securities (instead of cash).
The securities so distributed would be valued at the same amount as that
assigned to them in calculating the net asset value for the interest (whether
complete or partial) being withdrawn. If an investor received a distribution in
kind upon such withdrawal, the investor could incur brokerage and other charges
in converting the securities to cash.
Investments in the Portfolios may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds postponed
during any period in which the Exchange is closed (other than weekends or
holidays) or trading on the Exchange is restricted or, to the
extent otherwise permitted by the Investment Company Act of 1940, as amended
(the "1940 Act"), if an emergency exists, or during any other period permitted
by order of the Commission for the protection of investors.
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Item 9. Pending Legal Proceedings
Not applicable.
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PART B
Item 10. Cover Page
Not applicable.
Item 11. Table of Contents
Page
General Information and History.......................... B-1
Investment Objectives and Policies....................... B-1
Management of the Portfolio.............................. B-1
Control Persons and Principal Holder of Securities....... B-1
Investment Advisory and Other Services................... B-2
Brokerage Allocation and Other Practices................. B-2
Capital Stock and Other Securities....................... B-2
Purchase, Redemption and Pricing of Securities........... B-3
Tax Status............................................... B-4
Underwriters............................................. B-6
Calculation of Performance Data.......................... B-6
Financial Statements..................................... B-6
Item 12. General Information and History
Not applicable.
Item 13. Investment Objectives and Policies
Part A contains additional information about the investment objectives
and policies of the Portfolios. This Part B should be read in conjunction with
Part A. Capitalized terms used in this Part B and not otherwise defined have the
meanings give them in Part A.
Registrant incorporates by reference additional information concerning
the investment policies of the Portfolios as well as information concerning the
investment restrictions of the Portfolios from "Additional Investment
Information" and "Investment Restrictions" in the Feeder Funds SAI.
Item 14. Management of the Portfolio Trust
Registrant incorporates by reference additional information concerning
the management of the Portfolio Trust from "Officers and Trustees" in the Feeder
Funds SAI and "Additional Information about the Trusts and the Portfolio Trust"
and "Investment Advisory and Administrative Services" in the Feeder Funds SAI.
Item 15. Control Persons and Principal Holder of Securities
As of May 1, 1997, each Feeder Fund owned approximately 99.9% of the
value of the outstanding interests in the corresponding Portfolio. Because the
Feeder Fund controls its corresponding Portfolio, it may take actions without
the approval of any other investor. Each Feeder Fund has informed the Portfolio
Trust that whenever its is requested to vote on matters pertaining to the
fundamental policies of the corresponding Portfolio, it will hold a meeting of
shareholders and will cast its votes as instructed by its shareholders. It is
anticipated that any other investor in the Portfolios
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which is an investment company registered under the 1940 Act would follow the
same or a similar practice. Each of Equity Trust and Income Trust is an open-end
management investment company organized as a business trust under the laws of
the Commonwealth of Massachusetts. The address of Equity Trust and Income Trust
is 24 Federal Street, Boston, MA 02110.
Item 16. Investment Advisory and Other Services
Registrant incorporates by reference information concerning investment
advisory and other services provided to the Portfolios from "Investment Advisory
and Administrative Services," "Custodian" and "Independent Certified Public
Accountants" in the Feeder Funds SAI.
Item 17. Brokerage Allocation and Other Practices
Registrant incorporates by reference information concerning the
brokerage practices of the Portfolios from "Brokerage Allocation" in the Feeder
Funds SAI.
Item 18. Capital Stock and Other Securities
Under the Portfolio's Declaration of Trust, the Trustees are authorized
to issue interests in the Portfolios. Investors in a Portfolio are entitled to
participate pro rata in distributions of taxable income, loss, gain and credit
of the Portfolio. Upon dissolution of a Portfolio, the Trustees shall liquidate
the assets of that Portfolio and apply and distribute the proceeds thereof as
follows: (a) first, to the payment of all debts and obligations of the Portfolio
to third parties including, without limitation, the retirement of outstanding
debt, including any debt owed to holders of record of interests in the Portfolio
("Holders") or their affiliates, and the expenses of liquidation, and to the
setting up of any reserves for contingencies which may be necessary; and (b)
second, in accordance with the Holders' positive Book Capital Account balances
after adjusting Book Capital Accounts for certain allocations provided in the
Declaration of Trust and in accordance with the requirements described in
Treasury Regulations Section 1.704-1(b)(2)(ii)(b)(2). Notwithstanding the
foregoing, if the Trustees shall determine that an immediate sale of part or all
of the assets of a Portfolio would cause undue loss to the Holders, the
Trustees, in order to avoid such loss, may, after having given notification to
all the Holders, to the extent not then prohibited by the law of any
jurisdiction in which the Portfolio is then formed or qualified and applicable
in the circumstances, either defer liquidation of and withhold from distribution
for a reasonable time any assets of the Portfolio except those necessary to
satisfy the Portfolio's debts and obligations or distribute the Portfolio's
assets to the Holders in liquidation. Certificates representing an investor's
interest in a Portfolio will not be issued.
Each Holder is entitled to vote in proportion to the amount of its
interest in a Portfolio. Holders do not have cumulative voting rights. The
Portfolio Trust is not required and has no current intention to hold annual
meetings of Holders, but the Portfolio Trust will hold meetings of Holders when
in the judgment of the Portfolio Trust's Trustees it is necessary or desirable
to submit matters to a vote of Holders at a meeting. Any action which may be
taken on behalf of the Portfolio Trust or any Portfolio by Holders may be taken
without a meeting if Holders holding more than 50% of all interests entitled to
vote (or such larger proportion thereof as shall be required by any express
provision of the Declaration of Trust) consent to the action in writing and the
consents are filed with the records of meetings of Holders.
The Declaration of Trust may be amended by vote of all Holders of more
than 50% of all interests in the Portfolio Trust at any meeting of Holders or by
an instrument in writing without a meeting, executed by a majority of the
Trustees and consented to by the Holders of more than 50% of all interests. The
Trustees may also amend the Declaration of Trust (without the vote or consent of
Holders) to change the Portfolio's name or the state or other jurisdiction whose
law shall be the
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governing law, to supply any omission or cure, correct or supplement any
ambiguous, defective or inconsistent provision, to conform the Declaration of
Trust to applicable federal law or regulations or to the requirements of the
Code, or to change, modify or rescind any provision, provided that such change,
modification or rescission is determined by the Trustees to be necessary or
appropriate and not to have a materially adverse effect on the financial
interests of the Holders. No amendment of the Declaration of Trust which would
change any rights with respect to any Holder's interest in the Portfolio Trust
by reducing the amount payable thereon upon liquidation of the Portfolio Trust
or any Portfolio may be made, except with the vote or consent of the Holders of
two-thirds of all interests. References in the Declaration of Trust and in Part
A or this Part B to a specified percentage of, or fraction of, interests in a
Portfolio, means Holders whose combined Book Capital Account balances represent
such specified percentage or fraction of the combined Book Capital Account
balance of all, or a specified group of, Holders.
The Portfolio Trust or any Portfolio may merge or consolidate with any
corporation, association, trust or other organization or may sell or exchange
all or substantially all of the Trust Property or assets belonging to a
Portfolio upon such terms and conditions and for such consideration when and as
authorized by the Holders of (a) 67% or more of the interests in the Portfolio
Trust or the affected Portfolio, as the case may be, present or represented at
the meeting of Holders, if Holders of more than 50% of all interests in the
Trust or the affected Portfolio, as the case may be, are present or represented
by proxy, or (b) more than 50% of all interests in the Trust or the affected
Portfolio, as the case may be, whichever is less. The Portfolio Trust or any
Portfolio may be terminated (i) by the affirmative vote of Holders of not less
than two-thirds of all interests in the Portfolio Trust or any Portfolio at any
meeting of Holders or by an instrument in writing without a meeting, executed by
a majority of the Trustees and consented to by Holders of not less than
two-thirds of all interests in the Trust or any Portfolio, or (ii) by the
Trustees by written notice to the Holders.
In accordance with the Declaration of Trust, there normally will be no
meetings of the investors for the purpose of electing Trustees unless and until
such time as less than a majority of the Trustees holding office have been
elected by investors. In such an event, the Trustees of the Portfolio Trust then
in office will call an investors' meeting for the election of Trustees. Except
for the foregoing circumstances, and unless removed by action of the investors
in accordance with the Portfolio Trust's Declaration of Trust, the Trustees
shall continue to hold office and may appoint successor Trustees.
The Declaration of Trust provides that no person shall serve as a
Trustee if investors holding two-thirds of the outstanding interests have
removed him from that office. The Declaration of Trust further provides that
under certain circumstances, the investors may call a meeting to remove a
Trustee and that the Portfolio is required to provide assistance in
communicating with investors about such a meeting.
The Declaration of Trust provides that obligations of the Portfolio
Trust and any Portfolio are not binding upon the Trustees individually but only
upon the property of the Portfolio Trust or the affected Portfolio and that the
Trustees will not be liable for any action or failure to act, but 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.
Item 19. Purchase, Redemption and Pricing of Securities
See "Purchase of Interests in the Portfolio" and "Redemption or
Decrease of Interest" in Part A.
Registrant incorporates by reference information concerning valuation
of the Portfolio's assets from "Pricing of Shares" in the Feeder Funds SAI.
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Item 20. Tax Status
Each Portfolio intends to be classified as a partnership under the Code
and to operate in such a manner that it should not be a "publicly traded
partnership" within the meaning of Section 7704 of the Code. Consequently, the
Portfolios do not expect that they will be required to pay any federal income
tax, and a Holder will be required to take into account in determining its
federal income tax liability (if any) its share of the respective Portfolio's
income, gains, losses, deductions and credits.
Under Subchapter K of the Code, a partnership is considered to be
either an aggregate of its members or a separate entity depending upon the
factual and legal context in which the question arises. Under the aggregate
approach, each partner is treated as an owner of an undivided interest in
partnership assets and operations. Under the entity approach, the partnership is
treated as a separate entity in which partners have no direct interest in
partnership assets and operations. The Portfolios believe that in the case of a
Holder that seeks to qualify as a regulated investment company (a "RIC"), the
aggregate approach should apply, and each such Holder should accordingly be
deemed to own a proportionate share of each of the assets of the respective
Portfolio and to be entitled to the gross income of that Portfolio attributable
to that share for purposes of all requirements of Sections 851(b), 852(b)(5),
853(a) and 854 of the Code. Further, the Portfolios believe that each Holder
that seeks to qualify as a RIC should be deemed to hold its proportionate share
of a Portfolio's assets for the period the Portfolio has held the assets or for
the period the Holder has been an investor in the Portfolio, whichever is
shorter. Investors should consult their tax advisers regarding whether the
entity or the aggregate approach applies to their investment in a Portfolio in
light of their particular tax status and any special tax rules applicable to
them.
In order to enable a Holder (that is otherwise eligible) to qualify as
a RIC, each Portfolio intends to satisfy the requirements of Subchapter M of the
Code relating to sources of income and diversification of assets as if they were
applicable to the Portfolio and to permit withdrawals in a manner that will
enable a Holder which is a RIC to comply with the distribution requirements
applicable to RICs (including those under Sections 852 and 4982 of the Code).
Each Portfolio will allocate at least annually to each Holder in a Portfolio
such Holder's distributive share of that Portfolio's net investment income, net
realized capital gains, and any other items of income, gain, loss, deduction or
credit in a manner intended to comply with the Code and applicable Treasury
regulations.
To the extent the cash proceeds of any withdrawal (or, under certain
circumstances, such proceeds plus the value of any marketable securities
distributed to an investor) ("liquid proceeds") exceed a Holder's adjusted basis
of his interest in the respective Portfolio, the Holder will generally realize a
gain for federal income tax purposes. If, upon a complete withdrawal (redemption
of the entire interest), a Holder receives only liquid proceeds (and/or
unrealized receivables) and the Holder's adjusted basis of his interest exceeds
the proceeds of such withdrawal, the Holder will generally realize a loss for
federal income tax purposes. In addition, on a distribution to a Holder from a
Portfolio (whether pursuant to a partial or complete withdrawal or otherwise),
(1) income or gain will be recognized if the distribution is in liquidation of
the Holder's entire interest in the Portfolio and includes a disproportionate
share of any unrealized receivables held by the Portfolio and (2) gain or loss
may be recognized on a distribution to a Holder that contributed property to the
Portfolio. The tax consequences of a withdrawal of property (instead of or in
addition to liquid proceeds) will be different and will depend on the specific
factual circumstances. A Holder's adjusted basis of an interest in a Portfolio
will generally be the aggregate prices paid therefor (including the adjusted
basis of contributed property and any gain recognized on the contribution
thereof), increased by the amounts of the Holder's distributive share of items
of income (including interest income exempt from federal income tax) and
realized net gain of the Portfolio, and reduced, but not below zero, by (i) the
amounts of the Holder's distributive share of items of Portfolio loss, and (ii)
the amount of any cash
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distributions (including distributions of interest income exempt from federal
income tax and cash distributions on withdrawals from the Portfolio) and the
basis to the Holder of any property received by such Holder other than in
liquidation, and (iii) the Holder's distributive share of the Portfolio's
nondeductible expenditures not properly chargeable to capital account. Increases
or decreases in a Holder's share of the Portfolio's liabilities may also result
in corresponding increases or decreases in such adjusted basis.
A Portfolio's transactions in foreign currency forward contracts and
certain other transactions involving foreign exchange gain or loss will be
subject to special tax rules, the effect of which may be to accelerate income to
the Portfolio, defer Portfolio losses, cause adjustments in the holding periods
of Portfolio securities, convert capital gain into ordinary income and convert
short-term capital losses into long-term capital losses. In order to qualify as
a RIC for federal income tax purposes, a Holder must derive less than 30% of its
gross income for each taxable year from the sale or other disposition of
securities and certain other investments held for less than three months, and
each Portfolio will limit its activities in forward contracts and other
transactions to the extent necessary to enable a Holder that invests all of its
investable assets in the Portfolio to comply with this requirement.
International Blue Chip Portfolio anticipates that it will be subject
to foreign withholding or other foreign taxes with respect to income (or, in
some cases, capital gains) on certain foreign securities. These taxes may be
reduced or eliminated under the terms of an applicable U.S. income tax treaty.
Certain foreign exchange gains and losses realized by the Portfolio will be
treated as ordinary income and losses. Certain uses of foreign currency and
investment by the Portfolio in certain "passive foreign investment companies"
may be limited in order to enable an investor that is a RIC to preserve its
qualification as a RIC or to avoid imposition of a tax on such an investor.
Each Portfolio's investments, if any, in securities issued with
original issue discount (possibly including certain asset-related securities) or
securities acquired at a market discount (if an election is made to include
accrued market discount in current income) will cause it to realize income prior
to the receipt of cash payments with respect to these securities. In order to
enable a Holder to distribute its proportionate share of this income, a
Portfolio may be required to liquidate portfolio securities that it might
otherwise have continued to hold in order to generate cash that the Holder may
withdraw from the Portfolio for subsequent distribution to such Holder's
shareholders.
An entity that is treated as a partnership under the Code, such as a
Portfolio, is generally treated as a partnership under state and local tax laws,
but certain states may have different entity classification criteria and may
therefore reach a different conclusion. Entities that are classified as
partnerships are not treated as taxable entities under most state and local tax
laws, and the income of a partnership is considered to be income of partners
both in timing and in character. The exemption of certain interest income for
federal or state income tax purposes does not necessarily result in exemption
under the income or tax laws of any state or local taxing authority when such
income is realized by a partnership rather than directly by the investor. The
laws of the various states and local taxing authorities vary with respect to the
taxation of such interest income, as well as to the status of a partnership
interest under state and local tax laws, and each holder of an interest in the
Portfolio is advised to consult its own tax adviser.
The foregoing discussion does not address the special tax rules
applicable to certain classes of investors, such as tax-exempt entities,
insurance companies and financial institutions. Investors should consult their
own tax advisers with respect to special tax rules that may apply in their
particular situations, as well as the state, local or foreign tax consequences
of investing in the Portfolio.
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Item 21. Underwriters
The placement agent for the Portfolios is WISDI. Investment companies,
common and commingled trust funds and similar organizations and entities may
continuously invest in the Portfolios.
Item 22. Calculation of Performance Data
Not applicable.
Item 23. Financial Statements
Investors will receive the Portfolios' unaudited semi-annual reports
and annual reports audited by the Portfolios' independent public accountants.
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PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Not applicable.
(b) Exhibits
1. Declaration of Trust dated March 18, 1997 filed
herewith.
2. By-Laws of the Registrant adopted March 18, 1997
filed herewith.
5. Investment Advisory Agreement between the Registrant
and Wright Investors' Service, Inc. dated April 30,
1997 filed herewith.
6. Placement Agent Agreement with Wright Investors'
Service Distributors, Inc. dated April 30, 1997
filed herewith.
8. Master Custodian Agreement with Investors Bank &
Trust Company dated April 30, 1997 filed herewith.
9. Administration Agreement between the Registrant and
Eaton Vance Management dated April 30, 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)
Number of
Title of Class Record Holders
--------------- -------------------
Interests As of April 1, 1997
International Blue Chip Equities Portfolio 0
Junior Blue Chip Equities Portfolio 0
Selected Blue Chip Equities Portfolio 0
Current Income Portfolio 0
U.S. Treasury Near Term Portfolio 0
U.S. Treasury Portfolio 0
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Item 27. Indemnification
Article V of the Registrant's Declaration of Trust contains
indemnification provisions for Trustees and officers. The Trustees and officers
of the Registrant and the personnel of the Registrant's investment adviser are
insured under an errors and omissions liability insurance policy.
The Placement Agent Agreement also provides for reciprocal indemnity of
the placement agent, on the one hand, and the Trustees and officers, on the
other.
Item 28. Business and Other Connections
To the knowledge of the Registrant, none of the trustees or officers of
the Portfolio Trust's investment adviser, except as set forth on its Form ADV as
filed with the Securities and Exchange Commission, is engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain trustees and officers also hold various positions with and engage
in business for affiliates of the investment adviser.
Item 29. Principal Underwriters
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 1940 Act and the Rules promulgated
thereunder are in the possession and custody of the Registrant's custodian,
Investors Bank & Trust Company, 89 South Street, Boston, MA 02111, with the
exception of certain corporate documents and portfolio trading documents, which
are either in the possession and custody of the Registrant's administrator at 24
Federal Street, Boston, MA 02110, or the Registrant's investment adviser at 1000
Lafayette Boulevard, Bridgeport, CT 06604. The 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 or investment adviser.
Item 31. Management Services
Not applicable.
Item 32. Undertakings
Not applicable.
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Signatures
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Registration Statement on Form N-1A to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston and The Commonwealth of Massachusetts on the 28th day of April, 1997.
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
By: /s/ H. Day Brigham
------------------------------
H. Day Brigham, Vice President
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<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
1. Declaration of Trust dated March 18, 1997.
2. By-Laws of the Registrant adopted March 18, 1997.
5. Investment Advisory Agreement between the Registrant and Wright
Investors' Service, Inc. dated April 30, 1997.
6. Placement Agent Agreement with Wright Investors' Service
Distributors, Inc. dated April 30, 1997.
8. Master Custodian Agreement with Investors Bank & Trust
Company dated April 30, 1997.
9. Administration Agreement between the Registrant and Eaton Vance
Management dated April 30, 1997.
C-4
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
-------------------------
DECLARATION OF TRUST
Dated as of March 18, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I--The Trust................................................. 1
Section 1.1 Name...................................... 1
Section 1.2 Definitions............................... 1
ARTICLE II--Trustees................................................. 3
Section 2.1 Number and Qualification.................. 3
Section 2.2 Term and Election......................... 4
Section 2.3 Resignation, Removal and Retirement....... 4
Section 2.4 Vacancies................................. 5
Section 2.5 Meetings.................................. 5
Section 2.6 Officers; Chairman of the Board........... 6
Section 2.7 By-Laws................................... 6
ARTICLE III--Powers of Trustees...................................... 6
Section 3.1 General................................... 6
Section 3.2 Investments............................... 7
Section 3.3 Legal Title............................... 7
Section 3.4 Sale and Increases of Interests........... 8
Section 3.5 Decreases and Redemptions of Interests.... 8
Section 3.6 Borrow Money.............................. 8
Section 3.7 Delegation; Committees.................... 8
Section 3.8 Collection and Payment.................... 9
Section 3.9 Expenses.................................. 9
Section 3.10 Miscellaneous Powers...................... 9
Section 3.11 Further Powers............................ 9
Section 3.12 Litigation................................ 10
ARTICLE IV--Investment Advisory, Administration and Placement Agent
and Other Arrangements; Custodian......... 10
Section 4.1 Investment Advisory, Administration, Placement Agent
and Other Arrangements.................... 10
Section 4.2 Parties to Contract....................... 11
Section 4.3 Custodian................................. 11
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ARTICLE V--Limitations of Liability of Trustees, Officers, etc....... 11
Section 5.1 Limitation of Liability................... 11
Section 5.2 Limitations of Liability of Trustees, Officers,
Employees, Agents, Independent Contractors
to Third Parties........................ 12
Section 5.3 Limitations of Liability of Trustees, Officers,
Employees, Agents, Independent Contractors
to Trust, Holders, etc.................. 12
Section 5.4 Mandatory Indemnification................. 12
Section 5.5 Indemnification of Holders................ 13
Section 5.6 No Bond Required of Trustees.............. 13
Section 5.7 No Duty of Investigation; Notice in Trust
Instruments, etc.................... 13
Section 5.8 Reliance on Experts, etc.................. 14
ARTICLE VI--Interests................................................ 14
Section 6.1 Interests................................. 14
Section 6.2 Establishment and Designation of Series... 14
Section 6.3 Non-Transferability....................... 16
Section 6.4 Register of Interests..................... 16
Section 6.5 Status of Interests; Limitation of Holder
Liability .............................. 16
ARTICLE VII--Increases, Decreases And Redemptions of Interests....... 17
ARTICLE VIII--Determination of Book Capital Account Balances,
and Distributions......................... 17
Section 8.1 Book Capital Account Balances............. 17
Section 8.2 Allocations and Distributions to Holders.. 17
Section 8.3 Power to Modify Foregoing Procedures...... 18
ARTICLE IX--Holders.................................................. 18
Section 9.1 Rights of Holders......................... 18
Section 9.2 Meetings of Holders....................... 19
Section 9.3 Notice of Meetings........................ 19
Section 9.4 Record Date for Meetings, Distributions,
etc...................................... 19
Section 9.5 Proxies, etc.............................. 20
Section 9.6 Reports................................... 20
Section 9.7 Inspection of Records..................... 21
Section 9.8 Holder Action by Written Consent.......... 21
Section 9.9 Notices................................... 21
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ARTICLE X--Duration; Dissolution; Termination; Amendment; Mergers;
Etc..................................................... 21
Section 10.1 Duration.................................. 21
Section 10.2 Dissolution............................... 22
Section 10.3 Termination............................... 23
Section 10.4 Amendment Procedure....................... 24
Section 10.5 Merger, Consolidation and Sale of Assets.. 25
Section 10.6 Incorporation............................. 25
ARTICLE XI--Miscellaneous............................................ 26
Section 11.1 Governing Law............................. 26
Section 11.2 Counterparts.............................. 26
Section 11.3 Reliance by Third Parties................. 26
Section 11.4 Provisions in Conflict With Law or
Regulations.......................... 26
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<PAGE>
DECLARATION OF TRUST
OF
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
----------------------
This DECLARATION OF TRUST of The Wright Blue Chip Master Portfolio
Trust is made as of the 18th day of March, 1997 by the parties signatory hereto,
as Trustees (as defined in Section 1.2 hereof).
W I T N E S S E T H:
WHEREAS, the Trustees desire to form a master trust fund under the law
of the State of New York consisting of one or more subtrusts or Series (as
defined in Section 1.2) for the investment and reinvestment of its assets; and
WHEREAS, it is proposed that the trust assets be composed of money and
property contributed to the Series, such assets to be held and managed in trust
for the benefit of the holders of beneficial interests in such Series;
NOW, THEREFORE, the Trustees hereby declare that they will hold in
trust all money and property contributed to the trust fund and will manage and
dispose of the same for the benefit of the holders of interests in the Trust and
subject to the provisions hereof, to wit:
ARTICLE I
The Trust
1.1. Name. The name of the trust created hereby (the "Trust") shall be
The Wright Blue Chip Master Portfolio Trust and so far as may be practicable the
Trustees shall conduct the Trust's activities, execute all documents and sue or
be sued under that name, which name (and the word "Trust" wherever hereinafter
used) shall refer to the Trustees as Trustees, and not individually, and shall
not refer to the officers, employees, agents or independent contractors of the
Trust or holders of interests in the Trust.
1.2. Definitions. As used in this Declaration, the following terms
shall have the following meanings:
"Administrator" shall mean any party furnishing services to one or more
Series pursuant to any administration contract described in Section 4.1 hereof.
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"Book Capital Account" shall mean, for any Holder (as hereinafter
defined) at any time, the Book Capital Account of the Holder at such time with
respect to the Holder's beneficial interest in the Trust Property (as
hereinafter defined) of any Series, determined in accordance with Section 8.1
hereof. The Trust shall maintain separate records of Book Capital Accounts for
each such Series.
"Code" shall mean the U.S. Internal Revenue Code of 1986, as amended
from time to time, as well as any non-superseded provisions of the U.S. Internal
Revenue Code of 1954, as amended (or any corresponding provision or provisions
of succeeding law).
"Commission" shall mean the U.S. Securities and Exchange Commission.
"Declaration" shall mean this Declaration of Trust as amended from time
to time. References in this Declaration to "Declaration", "hereof," "herein" and
"hereunder" shall be deemed to refer to this Declaration rather than the article
or section in which any such word appears.
"Fiscal Year" shall mean an annual period determined by the Trustees
which ends on December 31 of each year or on such other day as is permitted or
required by the Code.
"Holders" shall mean as of any particular time all holders of record
of Interests.
"Institutional Investor(s)" shall mean any regulated investment
company, segregated asset account, foreign investment company, common trust
fund, group trust or other investment arrangement, whether organized within or
without the United States of America, other than (i) an individual, or (ii) an S
corporation, partnership or grantor trust beneficially owned by any individual,
S corporation or partnership.
"Interest(s)" shall mean the interest of a Holder in the Trust Property
of any Series, including all rights, powers and privileges accorded to Holders
by this Declaration, which interest may be expressed as a percentage, determined
by calculating for a particular Series, at such times and on such basis as the
Trustees shall from time to time determine, the ratio of each Holder's Book
Capital Account balance to the total of all Holders' Book Capital Account
balances. Reference herein to a specified percentage of, or fraction of,
Interests, means Holders whose combined Book Capital Account balances represent
such specified percentage or fraction of the combined Book Capital Account
balances of all, or a specified group of, Holders.
"Interested Person" shall have the meaning given it in the 1940 Act.
"Investment Adviser" shall mean any party furnishing services to one or
more Series of the Trust pursuant to any investment advisory contract described
in Section 4.1 hereof.
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"Majority Interests Vote" shall mean the vote, at a meeting of Holders
of one or more Series as the context may require, of (a) 67% or more of the
Interests present or represented at such meeting, if Holders of more than 50% of
all Interests in such one or more Series are present or represented by proxy, or
(b) more than 50% of all Interests in such one or more Series, whichever is
less.
"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"Redemption" shall mean the complete withdrawal of an Interest of a
Holder the result of which is to reduce the Book Capital Account balance of that
Holder to zero, and the term "redeem" shall mean to effect a Redemption.
"Series" shall mean the subtrusts of the Trust as the same are
established and designated pursuant to Article VI hereof, each of which shall be
a separate subtrust.
"Trust" shall mean the master trust fund established hereby and shall
include each Series hereof.
"Trustees" shall mean each signatory to this Declaration, so long as
such signatory shall continue in office in accordance with the terms hereof, and
all other individuals who at the time in question have been duly elected or
appointed and have qualified as Trustees in accordance with the provisions
hereof and are then in office, and reference in this Declaration to a Trustee or
Trustees shall refer to such individual or individuals in their capacity as
Trustees hereunder.
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of any Series or for the account of the Trustees,
each component of which shall be allocated and belong to a specific Series to
the exclusion of all other Series.
The "1940 Act" shall mean the U.S. Investment Company Act of 1940, as
amended from time to time, and the rules and regulations thereunder.
ARTICLE II
Trustees
2.1. Number and Qualification. The number of Trustees shall be fixed from
time to time by action of the Trustees taken as provided in Section 2.5 hereof;
provided, however, that the number of Trustees so fixed shall in no event be
less than three or
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more than 18. Any vacancy created by an increase in the number of Trustees may
be filled by the appointment of an individual having the qualifications
described in this Section 2.1 made by action of the Trustees taken as provided
in Section 2.5 hereof. Any such appointment shall not become effective, however,
until the individual named in the written instrument of appointment shall have
accepted in writing such appointment and agreed in writing to be bound by the
terms of this Declaration. No reduction in the number of Trustees shall have the
effect of removing any Trustee from office. Whenever a vacancy occurs, until
such vacancy is filled as provided in Section 2.4 hereof, the Trustees
continuing in office, regardless of their number, shall have all the powers
granted to the Trustees and shall discharge all the duties imposed upon the
Trustees by this Declaration. A Trustee shall be an individual at least 21 years
of age who is not under legal disability.
2.2. Term and Election. Each Trustee named herein, or elected or
appointed prior to the first meeting of Holders, shall (except in the event of
resignations, retirements, removals or vacancies pursuant to Section 2.3 or
Section 2.4 hereof) hold office until a successor to such Trustee has been
elected at such meeting and has qualified to serve as Trustee, as required under
the 1940 Act. Subject to the provisions of Section 16(a) of the 1940 Act and
except as provided in Section 2.3 hereof, each Trustee shall hold office during
the lifetime of the Trust and until its termination as hereinafter provided.
2.3. Resignation, Removal and Retirement. Any Trustee may resign his or
her trust (without need for prior or subsequent accounting) by an instrument in
writing executed by such Trustee and delivered or mailed to the Chairman, if
any, the President or the Secretary of the Trust and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any Trustee may be removed by the affirmative vote of Holders of
two-thirds of the Interests or (provided the aggregate number of Trustees, after
such removal and after giving effect to any appointment made to fill the vacancy
created by such removal, shall not be less than the number required by Section
2.1 hereof) with cause, by the action of two-thirds of the remaining Trustees.
Removal with cause includes, but is not limited to, the removal of a Trustee due
to physical or mental incapacity or failure to comply with such written policies
as from time to time may be adopted by at least two-thirds of the Trustees with
respect to the conduct of the Trustees and attendance at meetings. Any Trustee
who has attained a mandatory retirement age, if any, established pursuant to any
written policy adopted from time to time by at least two-thirds of the Trustees
shall, automatically and without action by such Trustee or the remaining
Trustees, be deemed to have retired in accordance with the terms of such policy,
effective as of the date determined in accordance with such policy. Any Trustee
who has become incapacitated by illness or injury as determined by a majority of
the other Trustees, may be retired by written instrument executed by a majority
of the other Trustees, specifying the date of such Trustee's retirement. Upon
the resignation, retirement or removal of a Trustee, or a Trustee otherwise
ceasing to be a Trustee, such resigning, retired, removed or former
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<PAGE>
Trustee shall execute and deliver such documents as the remaining Trustees shall
require for the purpose of conveying to the Trust or the remaining Trustees any
Trust Property held in the name of such resigning, retired, removed or former
Trustee. Upon the death of any Trustee or upon removal, retirement or
resignation due to any Trustee's incapacity to serve as Trustee, the legal
representative of such deceased, removed, retired or resigning Trustee shall
execute and deliver on behalf of such deceased, removed, retired or resigning
Trustee such documents as the remaining Trustees shall require for the purpose
set forth in the preceding sentence.
2.4. Vacancies. The term of office of a Trustee shall terminate and a
vacancy shall occur in the event of the death, resignation, retirement,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal, of a Trustee. No such vacancy shall operate to annul this
Declaration or to revoke any existing agency created pursuant to the terms of
this Declaration. In the case of a vacancy, Holders of at least a majority of
the Interests entitled to vote, acting at any meeting of Holders held in
accordance with Section 9.2 hereof, or, to the extent permitted by the 1940 Act,
a majority vote of the Trustees continuing in office acting by written
instrument or instruments, may fill such vacancy, and any Trustee so elected by
the Trustees or the Holders shall hold office as provided in this Declaration.
2.5. Meetings. Meetings of the Trustees shall be held from time to time
upon the call of the Chairman, if any, the President, the Secretary, an
Assistant Secretary or any two Trustees, at such time, on such day and at such
place, as shall be designated in the notice of the meeting. The Trustees shall
hold an annual meeting for the election of officers and the transaction of other
business which may come before such meeting. Regular meetings of the Trustees
may be held without call or notice at a time and place fixed by the By-Laws or
by resolution of the Trustees. Notice of any other meeting shall be given by
mail, by telegram (which term shall include a cablegram), by telecopier or
delivered personally (which term shall include by telephone). If notice is given
by mail, it shall be mailed not later than 48 hours preceding the meeting and if
given by telegram, telecopier or personally, such notice shall be sent or
delivery made not later than 24 hours preceding the meeting. Notice of a meeting
of Trustees may be waived before or after any meeting by signed written waiver.
Neither the business to be transacted at, nor the purpose of, any meeting of the
Trustees need be stated in the notice or waiver of notice of such meeting. The
attendance of a Trustee at a meeting shall constitute a waiver of notice of such
meeting except in the situation in which a Trustee attends a meeting for the
express purpose of objecting, at the commencement of such meeting, to the
transaction of any business on the ground that the meeting was not lawfully
called or convened. The Trustees may act with or without a meeting, but no
notice need be given of action proposed to be taken by written consent. A quorum
for all meetings of the Trustees shall be a majority of the Trustees. Unless
provided otherwise in this Declaration, any action of the Trustees may be taken
at a meeting by vote of a majority of the Trustees present (a quorum being
present) or without a meeting by written consent of a majority of the Trustees.
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Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust or otherwise
interested in any action to be taken may be counted for quorum purposes under
this Section 2.5 and shall be entitled to vote to the extent permitted by the
1940 Act.
All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or similar
communications equipment by means of which all individuals participating in the
meeting can hear each other and participation in a meeting by means of such
communications equipment shall constitute presence in person at such meeting.
2.6. Officers: Chairman of the Board. The Trustees shall, from time to
time, elect a President, a Secretary and a Treasurer. The Trustees may elect or
appoint, from time to time, a Chairman of the Board who shall preside at all
meetings of the Trustees and carry out such other duties as the Trustees may
designate. The Trustees may elect or appoint or authorize the President to
appoint such other officers, agents or independent contractors with such powers
as the Trustees may deem to be advisable. The Chairman, if any, shall be and
each other officer may, but need not, be a Trustee.
2.7. By-Laws. The Trustees may adopt and, from time to time, amend or
repeal By- Laws for the conduct of the business of the Trust.
ARTICLE III
Powers of Trustees
3.1. General. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust and each Series to
the same extent as if the Trustees were the sole owners of the Trust Property
and such business in their own right, but with such powers of delegation as may
be permitted by this Declaration. The Trustees may perform such acts as in their
sole discretion they deem proper for conducting the business of the Trust and
any Series. The enumeration of or failure to mention any specific power herein
shall not be construed as limiting such exclusive and absolute control. The
powers of the Trustees may be exercised without order of or resort to any court.
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3.2. Investments. The Trustees shall have power with respect to the Trust
and each Series to:
(a) conduct, operate and carry on the business of an
investment company;
(b) subscribe for, invest in, reinvest in, purchase or
otherwise acquire, hold, pledge, sell, assign, transfer, exchange, distribute or
otherwise deal in or dispose of U.S. and foreign currencies and related
instruments including forward contracts, and securities, including common and
preferred stock, warrants, bonds, debentures, time notes and all other evidences
of indebtedness, negotiable or non-negotiable instruments, obligations,
certificates of deposit or indebtedness, commercial paper, repurchase
agreements, reverse repurchase agreements, convertible securities, forward
contracts, options, futures contracts, and other securities, including, without
limitation, those issued, guaranteed or sponsored by any state, territory or
possession of the United States and the District of Columbia and their political
subdivisions, agencies and instrumentalities, or by the U.S. Government, any
foreign government, or any agency, instrumentality or political subdivision of
the U.S. Government or any foreign government, or any international
instrumentality, or by any bank, savings institution, corporation or other
business entity organized under the laws of the United States or under any
foreign laws; and to exercise any and all rights, powers and privileges of
ownership or interest in respect of any and all such investments of any kind and
description, including, without limitation, the right to consent and otherwise
act with respect thereto, with power to designate one or more Persons to
exercise any of such rights, powers and privileges in respect of any of such
investments; and the Trustees shall be deemed to have the foregoing powers with
respect to any additional instruments in which the Trustees may determine to
invest; and
(c) definitively interpret the investment objectives,
policies and limitations of any Series.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
3.3. Legal Title. Legal title to all Trust Property shall be vested in
the Trustees as joint tenants except that the Trustees shall have the power to
cause legal title to any Trust Property to be held by or in the name of one or
more of the Trustees, or in the name of the Trust or any Series, or in the name
or nominee name of any other Person on behalf of the Trust or any Series, on
such terms as the Trustees may determine.
The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each individual who may hereafter become a Trustee
upon his due election and qualification. Upon the resignation, removal or death
of a Trustee, such
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resigning, removed or deceased Trustee shall automatically cease to have any
right, title or interest in any Trust Property, and the right, title and
interest of such resigning, removed or deceased Trustee in the Trust Property
shall vest automatically in the remaining Trustees. Such vesting and cessation
of title shall be effective whether or not conveyancing documents have been
executed and delivered.
3.4. Sale and Increases of Interests. The Trustees, in their
discretion, may, from time to time, without a vote of the Holders, permit any
Institutional Investor to purchase from the Trust an Interest in a Series, or
increase its Interest, for such type of consideration, including cash or
property, at such time or times (including, without limitation, each business
day), and on such terms as the Trustees may deem best, and may in such manner
acquire other assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities) and businesses. Individuals and
S corporations, partnerships and grantor trusts that in any case are
beneficially owned by any individual, S corporation or partnership may not
purchase Interests. The Trustees in their discretion, may refuse to sell an
Interest in a Series to any person without any cause or reason therefor. A
Holder which has redeemed its Interest in a Series may not be permitted to
purchase an Interest in such Series until the later of 60 calendar days after
the date of such Redemption or the first day of the Fiscal Year next succeeding
the Fiscal Year during which such Redemption occurred.
3.5. Decreases and Redemptions of Interests. Subject to Article VII
hereof, the Trustees, in their discretion, may, from time to time, without a
vote of the Holders, permit a Holder to redeem its Interest in a Series, or
decrease such Interest, for either cash or property, at such time or times
(including, without limitation, each business day), and on such terms as the
Trustees may deem best.
3.6. Borrow Money. The Trustees shall have power on behalf of any
Series to borrow money or otherwise obtain credit and to secure the same by
mortgaging, pledging or otherwise subjecting as security the assets belonging to
such Series, as appropriate, including the lending of portfolio securities, and
to endorse, guarantee, or undertake the performance of any obligation, contract
or engagement of any other Person.
3.7. Delegation: Committees. The Trustees shall have power, consistent with
their continuing exclusive and absolute control over the Trust Property and over
the business of the Trust and any Series, to delegate from time to time to such
of their number or to officers, employees, agents or independent contractors of
the Trust or any Series the doing of such things and the execution of such
instruments in either the name of the Trust or any Series or the names of the
Trustees or otherwise as the Trustees may deem expedient.
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3.8. Collection and Payment. The Trustees shall have power to collect
all property due to the Trust; and to pay all claims, including taxes, against
the Trust Property; to prosecute, defend, compromise or abandon any claims
relating to the Trust or the Trust Property on behalf of any Series; to
foreclose any security interest securing any obligation, by virtue of which any
property is owed to the Trust; and to enter into releases, agreements and other
instruments.
3.9. Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration, and to pay reasonable
compensation from the Trust Property to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees compensated
from the Trust Property. The Trustees may pay themselves such compensation for
special services, including legal and brokerage services, as they in good faith
may deem reasonable, and reimbursement for expenses reasonably incurred by
themselves on behalf of the Trust or any Series.
3.10. Miscellaneous Powers. The Trustees shall have power to: (a)
employ or contract with such Persons as the Trustees may deem appropriate for
the transaction of the business of the Trust or any Series and terminate such
employees or contractual relationships as they consider appropriate; (b) enter
into joint ventures, partnerships and any other combinations or associations;
(c) purchase, and pay for out of Trust Property, insurance policies insuring the
Investment Adviser, Administrator, placement agent, Holders, Trustees, officers,
employees, agents or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not the Trust would
have the power to indemnify such Person against such liability; (d) establish
pension, profit-sharing and other retirement, incentive and benefit plans for
the Trustees, officers, employees or agents of the Trust or any Series; (e) make
donations, irrespective of benefit to the Trust or any Series, for charitable,
religious, educational, scientific, civic or similar purposes; (f) to the extent
permitted by law, indemnify any Person with whom the Trust has dealings,
including the Investment Adviser, Administrator, placement agent, Holders,
Trustees, officers, employees, agents or independent contractors of the Trust,
to such extent as the Trustees shall determine; (g) guarantee indebtedness or
contractual obligations of others; (h) determine and change the Fiscal Year of
the Trust or any Series and the method by which the accounts of the Trust or any
Series shall be kept; and (i) adopt a seal for the Trust or any Series, but the
absence of such a seal shall not impair the validity of any instrument executed
on behalf of the Trust or such Series.
3.11. Further Powers. The Trustees shall have power to conduct the
business of the Trust or any Series and carry on its operations in any and all
of its branches and maintain offices, whether within or without the State of New
York, in any and all states of the United States of America, in the District of
Columbia, and in any and all commonwealths, territories, dependencies, colonies,
possessions, agencies or instrumentalities of the United States of America and
of foreign governments, and to do
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all such other things and execute all such instruments as they deem necessary,
proper, appropriate or desirable in order to promote the interests of the Trust
or any Series although such things are not herein specifically mentioned. Any
determination as to what is in the interests of the Trust or any Series which is
made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
power to the Trustees. The Trustees shall not be required to obtain any court
order in order to deal with Trust Property.
3.12. Litigation. The Trustees shall have full power and authority, in
the name and on behalf of the Trust or any Series, to engage in and to
prosecute, defend, compromise, settle, abandon, or adjust by arbitration or
otherwise, any actions, suits, proceedings, disputes, claims and demands
relating to the Trust or any Series, and out of the assets of the Trust or the
affected Series to pay or to satisfy any liabilities, losses, debts, claims or
expenses (including without limitation attorneys' fees) incurred in connection
therewith, including those of litigation, and such power shall include without
limitation the power of the Trustees or any committee thereof, in the exercise
of their or its good faith business judgment, to dismiss or terminate any
action, suit, proceeding, dispute, claim or demand, derivative or otherwise,
brought by any Person, including a Holder in its own name or in the name of the
Trust or any Series, whether or not the Trust or any of the Trustees may be
named individually therein or the subject matter arises by reason of business
for or on behalf of the Trust or any Series.
ARTICLE IV
Investment Advisory, Administration
and Placement Agent and Other Arrangements; Custodian
4.1. Investment Advisory, Administration, Placement Agent and Other
Arrangements. The Trustees may in their discretion, from time to time, enter
into investment advisory contracts, administration contracts, placement agent
agreements or other contracts whereby the other party to such contract or
agreement shall undertake to furnish with respect to one or more particular
Series such investment advisory, administration, placement agent and/or other
services as the Trustees shall, from time to time, consider appropriate or
desirable and all upon such terms and conditions as the Trustees may in their
sole discretion determine. Notwithstanding any provision of this Declaration,
the Trustees may authorize any Investment Adviser (subject to such general or
specific instructions as the Trustees may, from time to time, adopt) to employ
one or more subadvisors and to effect purchases, sales, loans or exchanges of
Trust Property on behalf of any Series or may authorize any officer, employee or
Trustee to effect such purchases, sales, loans or exchanges pursuant to
recommendations of any such Investment Adviser (all without any further action
by the Trustees). Any such purchase, sale, loan or exchange shall be deemed to
have been authorized by the Trustees.
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4.2. Parties to Contract. Any contract of the character described in
Section 4.1 hereof or in the By-Laws of the Trust may be entered into with any
corporation, firm, trust or association, although one or more of the Trustees or
officers of the Trust may be an officer, director, Trustee, shareholder or
member of such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any individual holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust or
any Series under or by reason of any such contract or accountable for any profit
realized directly or indirectly therefrom, provided that the contract when
entered into was reasonable and fair and not inconsistent with the provisions of
this Article IV or the By-Laws of the Trust. The same Person may be the other
party to one or more contracts entered into pursuant to Section 4.1 hereof or
the By-Laws of the Trust, and any individual may be financially interested or
otherwise affiliated with Persons who are parties to any or all of the contracts
mentioned in this Section 4.2 or in the By-Laws of the Trust.
4.3. Custodian. The Trustees shall at all times place and maintain the
securities and similar investments of the Trust on behalf of each Series in
custody meeting the requirements of Section 17(f) of the 1940 Act and the rules
thereunder. The Trustees, on behalf of the Trust or any Series, may enter into
an agreement with a custodian on terms and conditions acceptable to the
Trustees, providing for the custodian, among other things, (a) to hold the
securities owned by the Trust on behalf of any Series and deliver the same upon
written order or oral order confirmed in writing, (b) to receive and receipt for
any moneys due to the Trust on behalf of any Series and deposit the same in its
own banking department or elsewhere, (c) to disburse such funds upon orders or
vouchers, and (d) to employ one or more subcustodians.
ARTICLE V
Limitations of
Liability of Trustees, Officers, etc.
5.1. Limitation of Liability. All persons contracting with or having
any claim against the Trust or a particular Series shall look only to the assets
of the Trust or such particular Series for payment under such contract or claim,
and no Holder shall have any liability for amounts payable under such contract
or claim or for any other obligation or liability of the Trust or any Series.
5.2. Limitations of Liability of Trustees, Officers, Employees, Agents,
Independent Contractors to Third Parties. No Trustee, officer, employee, agent
or independent contractor (except in the case of an agent or independent
contractor to the extent expressly provided by written contract) of the Trust or
any Series shall be subject to any personal liability whatsoever to any Person,
other than the Trust or the Holders,
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in connection with Trust Property or the affairs of the Trust; and all such
Persons shall look solely to the Trust Property for satisfaction of claims of
any nature against a Trustee, officer, employee, agent or independent contractor
(except in the case of an agent or independent contractor to the extent
expressly provided by written contract) of the Trust arising in connection with
the affairs of the Trust.
5.3. Limitations of Liability of Trustees, Officers, Employees, Agents,
Independent Contractors to Trust, Holders, etc. No Trustee, officer, employee,
tax matters partner, agent or independent contractor (except in the case of an
agent or independent contractor to the extent expressly provided by written
contract) of the Trust shall be liable to the Trust or the Holders for any
action or failure to act (including, without limitation, the failure to compel
in any way any former or acting Trustee to redress any breach of trust) except
for such Person's own bad faith, willful misfeasance, gross negligence or
reckless disregard of such Person's duties.
5.4. Mandatory Indemnification. The Trust shall indemnify, to the
fullest extent permitted by law (including the 1940 Act), each Trustee, officer,
employee, tax matters partner, agent or independent contractor (except in the
case of an agent or independent contractor to the extent expressly provided by
written contract) of the Trust (including any Person who serves at the Trust's
request as a director, officer or trustee of another organization in which the
Trust has any interest as a shareholder, creditor or otherwise) against all
liabilities and expenses (including amounts paid in satisfaction of judgments,
in compromise, as fines and penalties, as counsel fees and expenses reasonably
incurred by the tax matters partner in discharging the responsibilities of a tax
matters partner) reasonably incurred by such Person in connection with the
defense or disposition of any action, suit or other proceeding, whether civil or
criminal, in which such Person may be involved or with which such Person may be
threatened, while in office or thereafter, by reason of such Person being or
having been such a Trustee, officer, employee, tax matters partner, agent or
independent contractor, except with respect to any matter as to which such
Person shall have been adjudicated to have acted in bad faith, willful
misfeasance, gross negligence or reckless disregard of such Person's duties,
such liabilities and expenses being liabilities only to the Series out of which
such claim for indemnification arises; provided, however, that as to any matter
disposed of by a compromise payment by such Person, pursuant to a consent decree
or otherwise, no indemnification either for such payment or for any other
expenses shall be provided unless there has been a determination that such
Person did not engage in willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of such Person's office
(i) by the court or other body approving the settlement or other disposition; or
(ii) based upon a review of readily available facts (as opposed to a full
trial-type inquiry), by written opinion from independent legal counsel approved
by the Trustees; or (iii) by a majority of the Trustees who are neither
Interested Persons of the Trust nor parties to the matter, based upon a review
of readily available facts (as opposed to a full trial-type inquiry). The rights
accruing to any Person under these provisions shall not exclude any other right
to which such Person
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may be lawfully entitled; provided that no Person may satisfy any right of
indemnity or reimbursement granted in this Section 5.4 or in Section 5.2 hereof
or to which such Person may be otherwise entitled except out of the Trust
Property. The rights of indemnification provided herein may be insured against
by policies maintained by the Trust. The Trustees may make advance payments in
connection with indemnification under this Section 5.4, provided that the
indemnified Person shall have given a written undertaking to reimburse the Trust
in the event it is subsequently determined that such Person is not entitled to
such indemnification.
5.5. Indemnification of Holders. If any Holder or former Holder of any
Series shall be held personally liable solely by reason of such Holder being or
having been a Holder and not because of such Holder's acts of omissions or for
some other reason, the Holder or former Holder (or such Holder's general
successor) shall be entitled out of the assets belonging to the applicable
Series to be held harmless from and indemnified against all loss and expense
arising from such liability. The Trust, on behalf of the affected Series, shall,
upon request by such Holder, assume the defense of any claims made against such
Holder for any act or obligation of the Series and satisfy any judgment thereon
from the assets of the Series.
5.6. No Bond Required of Trustees. No Trustee shall, as such, be obligated
to give any bond or surety or other security for the performance of any of such
Trustee's duties hereunder.
5.7. No Duty of Investigation; Notice in Trust Instruments. etc. No
purchaser, lender or other Person dealing with any Trustee, officer, employee,
agent or independent contractor of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by such
Trustee, officer, employee, agent or independent contractor or be liable for the
application of money or property paid, loaned or delivered to or on the order of
such Trustee, officer, employee, agent or independent contractor. Every
obligation, contract, instrument, certificate or other interest or undertaking
of the Trust or any Series, and every other act or thing whatsoever executed in
connection with the Trust or any Series shall be conclusively taken to have been
executed or done by the executors thereof only in their capacity as Trustees,
officers, employees, agents or independent contractors of the Trust or any
Series. Every written obligation, contract, instrument, certificate or other
interest or undertaking of the Trust or any Series made or sold by any Trustee,
officer, employee, agent or independent contractor of the Trust or any Series,
in such capacity, shall contain an appropriate recital to the effect that the
Trustee, officer, employee, agent or independent contractor of the Trust or any
Series shall not personally be bound by or liable thereunder, nor shall resort
be had to their private property for the satisfaction of any obligation or claim
thereunder, and appropriate references shall be made therein to the Declaration,
and may contain any further recital which they may deem appropriate, but the
omission of such recital shall not operate to impose personal liability on any
Trustee, officer, employee, agent or independent contractor of the Trust or any
Series. Subject to the
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provisions of the 1940 Act, the Trust may maintain insurance for the protection
of the Trust Property, the Holders, and the Trustees, officers, employees,
agents and independent contractors of the Trust and any Series in such amount as
the Trustees shall deem adequate to cover possible tort liability, and such
other insurance as the Trustees in their sole judgment shall deem advisable.
5.8. Reliance on Experts, etc. Each Trustee, officer, employee, agent
or independent contractor of the Trust and any Series shall, in the performance
of such Person's duties, be fully and completely justified and protected with
regard to any act or any failure to act resulting from reliance in good faith
upon the books of account or other records of the Trust or any Series (whether
or not the Trust or any Series would have the power to indemnify such Persons
against such liability), upon an opinion of counsel, or upon reports made to the
Trust or any Series by any of its officers or employees or by any Investment
Adviser or Administrator, accountant, appraiser or other experts or consultants
selected with reasonable care by the Trustees, officers or employees of the
Trust, regardless of whether such counsel or expert may also be a Trustee.
ARTICLE VI
Interests
6.1. Interests. The beneficial interest in the Trust Property shall consist
of non- transferable Interests. The Interests shall be personal property giving
only the rights in this Declaration specifically set forth. The value of an
Interest shall be equal to the Book Capital Account balance of the Holder of the
Interest.
The Trustees shall have authority, from time to time, to establish
Series, each of which shall be a separate subtrust and the Interests in which
shall be separate and distinct from the Interests in any other Series. The
Series shall include, without limitation, those Series specifically established
and designated pursuant to Section 6.2 hereof, and such other Series as the
Trustees may from time to time deem necessary or desirable. The Trustees shall
have exclusive power without the requirement of Holder approval to establish and
designate such separate and distinct Series, and, subject to the provisions of
this Declaration and the 1940 Act, to fix and determine the rights of Holders of
Interests in such Series, including with respect to the price, terms and manner
of purchase and redemption, dividends and other distributions, rights on
liquidation, sinking or purchase fund provisions, conversion rights and
conditions under which the Holders of the several Series shall have separate
voting rights or no voting rights.
6.2. Establishment and Designation of Series. The establishment and
designation of any Series shall be effective upon the execution by the
President, any Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant
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Secretary of the Trust, pursuant to authorization by a majority of the Trustees,
of an instrument setting forth such establishment and designation and the
relative rights and preferences of the Interests in such Series, or as otherwise
provided in such instrument. At any time that there are not Interests
outstanding of any particular Series previously established and designated, the
Trustees may by resolution adopted by a majority of their number, and evidenced
by an instrument executed by the President, any Vice President, the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary of the Trust,
abolish that Series and the establishment and designation thereof. Each
instrument referred to in this paragraph shall have the status of an amendment
to this Declaration of Trust.
Without limiting the authority of the Trustees set forth above to
establish and designate further Series, the Trustees hereby establish and
designate the Series set forth on Schedule A hereto. The Interests in each of
these Series and any Interests in any further Series that may from time to time
be established and designated by the Trustees shall (unless the Trustees
otherwise determine with respect to some further Series at the time of
establishing and designating the same) have the following relative rights and
preferences:
(a) Assets Belonging to Series. All consideration received by
the Trust for the issue or sale of Interests in a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same may be,
shall be held by the Trustees in a separate trust for the benefit of the Holders
of Interests in that Series and shall irrevocably belong to that Series for all
purposes, and shall be so recorded upon the books of account of the Trust. Such
consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, are herein referred to as "assets
belonging to" that Series. No Series shall have any right to or interest in the
assets belonging to any other Series, and no Holder shall have any right to or
interest with respect to the assets belonging to any Series in which it does not
hold an Interest.
(b) Liabilities Belonging to Series. The assets belonging to
each particular Series shall be charged with the liabilities in respect of that
Series and all expenses, costs, charges and reserves attributable to that
Series. The liabilities, expense, costs, charges and reserves so charged to a
Series are herein referred to as "liabilities belonging to" that Series. No
Series shall be liable for or charged with the liabilities belonging to any
other Series, and no Holder shall be subject to any liabilities belonging to any
Series in which it does not hold an Interest.
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(c) Voting. On each matter submitted to a vote of the Holders,
each Holder shall be entitled to a vote proportionate to its Interest as
recorded on the books of the Trust. Each Series shall vote as a separate class
except as to voting for Trustees, as otherwise required by the 1940 Act, or if
determined by the Trustees to be a matter which affects all Series. As to any
matter which does not affect the interest of all Series, only the Holders in the
one or more affected Series shall be entitled to vote. On each matter submitted
to a vote of the Holders, a Holder may apportion its vote with respect to a
proposal in the same proportion as its own shareholders voted with respect to
that proposal.
6.3. Non-Transferability. A Holder may not transfer, sell or exchange
its Interest, except that the Trustee may permit a transfer in connection with a
merger or similar plan of reorganization of a Holder that qualifies as a
reorganization under Section 368 of the Code or under other circumstances, if
any, specifically approved by the Trustees. Any other attempted transfer of an
Interest will not be recognized or given effect by the Trustees.
6.4. Register of Interests. A register shall be kept at the Trust under
the direction of the Trustees which shall contain the name, address and Book
Capital Account balance of each Holder in each Series. Such register shall be
conclusive as to the identity of the Holders, and the Trust shall not be bound
to recognize any equitable or legal claim to or interest in an Interest which is
not contained in such register. No Holder shall be entitled to receive payment
of any distribution, nor to have notice given to it as herein provided, until it
has given its address to such officer or agent of the Trust as is keeping such
register for entry thereon.
6.5. Status of Interests; Limitation of Holder Liability. Interests
shall be deemed to be personal property giving Holders only the rights provided
in this Declaration. Every Holder, by virtue of having acquired its Interest,
shall be held expressly to have assented to and agreed to be bound by the terms
of this Declaration and to have become a party hereto. No Holder shall be
personally liable for the debts, liabilities, obligations and expenses incurred
by, contracted for, or otherwise existing with respect to, the Trust or any
Series. Neither the Trust nor the Trustees shall have any power to bind any
Holder personally or to demand payment from any Holder for anything, other than
as agreed by the Holder. Every written obligation of the Trust or any Series may
contain a statement to the effect that such obligation may only be enforced
against the assets of the appropriate Series, or all Series; however, the
omission of such statement shall not operate to bind or create personal
liability for a Holder or Trustee.
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ARTICLE VII
Increases, Decreases And Redemptions of Interests
Subject to applicable law, to the provisions of this Declaration and to
such restrictions as may from time to time be adopted by the Trustees, each
Holder shall have the right to vary its investment in any Series at any time
without limitation by increasing (through a capital contribution) or decreasing
(through a capital withdrawal) or by a Redemption of its Interest. An increase
in the investment of a Holder in a Series shall be reflected as an increase in
the Book Capital Account balance of that Holder in that Series and a decrease in
the investment of a Holder in a Series or the Redemption of the Interest of a
Holder shall be reflected as a decrease in the Book Capital Account balance of
that Holder in that Series. The Trust shall, upon appropriate and adequate
notice from any Holder increase, decrease or redeem such Holder's Interest for
an amount determined by the application of a formula adopted for such purpose by
resolution of the Trustees; provided that (a) the amount received by the Holder
upon any such decrease or Redemption shall not exceed the decrease in the
Holder's Book Capital Account balance effected by such decrease or Redemption of
its Interest, and (b) if so authorized by the Trustees, the Trust may, at any
time and from time to time, charge fees for effecting any such decrease or
Redemption, at such rates as the Trustees may establish, and may, at any time
and from time to time, suspend such right of decrease or Redemption. The
procedures for effecting decreases or Redemptions shall be as determined by the
Trustees from time to time.
ARTICLE VIII
Determination of Book Capital Account
Balances and Distributions
8.1. Book Capital Account Balances. The Book Capital Account balance of
Holders with respect to a particular Series shall be determined on such days and
at such time or times as the Trustees may determine. The Trustees shall adopt
resolutions setting forth the method of determining the Book Capital Account
balance of each Holder. The power and duty to make calculations pursuant to such
resolutions may be delegated by the Trustees to the Investment Adviser,
Administrator, custodian, or such other Person as the Trustees may determine.
Upon the Redemption of an Interest, the Holder of that Interest shall be
entitled to receive the balance of its Book Capital Account. A Holder may not
transfer, sell or exchange its Book Capital Account balance.
8.2. Allocations and Distributions to Holders. The Trustees shall, in
compliance with the Code, the 1940 Act and generally accepted accounting
principles, establish the procedures by which the Trust shall make with respect
to each Series (i) the allocation of unrealized gains and losses, taxable income
and tax loss, and profit and loss, or any
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item or items thereof, to each Holder, (ii) the payment of distributions, if
any, to Holders, and (iii) upon liquidation, the final distribution of items of
taxable income and expense. Such procedures shall be set forth in writing and be
furnished to the Trust's accountants. The Trustees may amend the procedures
adopted pursuant to this Section 8.2 from time to time. The Trustees may retain
from the net profits of each Series such amount as they may deem necessary to
pay the liabilities and expenses of that Series, to meet obligations of the
Trust or any Series, and as they may deem desirable to use in the conduct of the
affairs of the Trust or any Series or to retain for future requirements or
extensions of the business.
8.3. Power to Modify Foregoing Procedures. Notwithstanding any of the
foregoing provisions of this Article VIII, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining the net income
of the Trust and of each Series, the allocation of income of the Trust and of
each Series, the Book Capital Account balance of each Holder, or the payment of
distributions to the Holders as they may deem necessary or desirable to enable
the Trust or a Series to comply with any provision of the 1940 Act or any order
of exemption issued by the Commission or with the Code.
ARTICLE IX
Holders
9.1. Rights of Holders. The ownership of the Trust Property and the
right to conduct any business described herein are vested exclusively in the
Trustees, and the Holders shall have no right or title therein other than the
beneficial interest conferred by their Interests and they shall have no power or
right to call for any partition or division of any Trust Property.
The Trust shall be entitled to treat a Holder of record as the holder
in fact and shall not be bound to recognize any equitable or other claim of
interest in such Holder's Interest on the part of any other entity except as may
be otherwise expressly provided by law.
In addition, the Holders shall have power to vote only with respect to
(a) the election of Trustees as provided in Article II, Section 2.4; (b) the
removal of Trustees as provided in Article II, Section 2.3; (c) any investment
advisory contract as provided in Article IV, Section 4.1; (d) any dissolution of
a Series as provided in Article X, Section 10.2; (e) the amendment of this
Declaration to the extent and as provided in Article X, Section 10.4; (f) any
merger, consolidation or sale of assets as provided in Article X, Section 10.5;
and (g) such additional matters relating to the Trust as may be required by the
1940 Act or otherwise required or authorized by law, by this Declaration or the
ByLaws or any registration statement of the Trust filed with the Commission, or
as the Trustees may consider desirable.
9.2. Meetings of Holders. Meetings of Holders may be called at any time
by a majority of the Trustees and shall be called by any Trustee upon written
request of Holders holding, in the aggregate, not less than 10% of the Interests
in one or more Series (if the meeting relates solely to such Series), or not
less than 10% of the Interests in the Trust (if the meeting relates to the Trust
and not solely to one or more particular Series), such request specifying the
purpose or purposes for which such meeting is to be called. Any such meeting
shall be held within or without the State of New York and within or without the
United States of America on such day and at such time as the Trustees shall
designate. Holders of one-third of the Interests in one or more Series (if the
meeting relates solely to such one or more Series) or Holders of at least
one-third of the Interests in the Trust (if the meeting relates to the Trust and
not solely to one or more particular Series), present in person or by proxy,
shall constitute a quorum for the transaction of any business, except as may
otherwise be required by the 1940 Act, other applicable law, this Declaration or
the By-Laws of the Trust. If a quorum is present at a meeting, an affirmative
vote of the Holders present, in person or by proxy, holding more than 50% of the
total Interests of the Holders in a Series or the Trust as applicable, present,
either in person or by proxy, at such meeting constitutes the action of the
Holders in such Series of the Trust, unless a greater number of affirmative
votes is required by the 1940 Act, other applicable law, this Declaration or the
By-Laws of the Trust. All or any one or more Holders may participate in a
meeting of Holders by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other and participation in a meeting by means of such communications
equipment shall constitute presence in person at such meeting.
9.3. Notice of Meetings. Notice of each meeting of Holders, stating the
time, place and purposes of the meeting, shall be given by the Trustees by mail
to each Holder of the Series, at its registered address, mailed at least 10 days
before the meeting. Notice of any meeting may be waived in writing by any Holder
either before or after such meeting. The attendance of a Holder at a meeting
shall constitute a waiver of notice of such meeting except in the situation in
which a Holder attends a meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting was not lawfully
called or convened. At any meeting, any business properly before the meeting may
be considered whether or not stated in the notice of the meeting. Any adjourned
meeting may be held as adjourned without further notice.
9.4. Record Date for Meetings, Distributions, etc. For the purpose of
determining the Holders who are entitled to notice of and to vote or act at any
meeting, including any adjournment thereof, or to participate in any
distribution, or for the purpose of any other action, the Trustees may from time
to time fix a future date, not more than 120 days prior to the date of any
meeting of Holders or the payment of any
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distribution or the taking of any other action, as the case may be, as a record
date for the determination of the Persons to be treated as Holders of the Series
or the Trust, as the case may be, for such purpose. If the Trustees do not,
prior to any meeting of the Holders, so fix a record date, then the date of
mailing notice of the meeting shall be the record date.
9.5. Proxies, etc. At any meeting of Holders, any Holder entitled to
vote thereat may vote by proxy, provided that no proxy shall be voted at any
meeting unless it shall have been placed on file with the Secretary, or with
such other officer or agent of the Trust as the Secretary may direct, for
verification prior to the time at which such vote is to be taken. A proxy may be
revoked by a Holder at any time before it has been exercised by placing on file
with the Secretary, or with such other officer or agent of the Trust as the
Secretary may direct, a later dated proxy or written revocation. Pursuant to a
resolution of a majority of the Trustees, proxies may be solicited in the name
of the Trust or of one or more Trustees or of one or more officers of the Trust.
Only Holders on the record date shall be entitled to vote. Each such Holder
shall be entitled to a vote proportionate to its Interest in the Series or the
Trust, as the case may be. When an Interest is held jointly by several Persons,
any one of them may vote at any meeting in person or by proxy in respect of such
Interest, but if more than one of them is present at such meeting in person or
by proxy, and such joint owners or their proxies so present disagree as to any
vote to be cast, such vote shall not be received in respect of such Interest. A
proxy purporting to be executed by or on behalf of a Holder, including proxies
received by telecopier, shall be deemed valid unless challenged at or prior to
its exercise, and the burden of proving invalidity shall rest on the challenger.
No proxy shall be valid more than nine months from the date of execution, unless
a longer period is expressly stated in such proxy. The Trust may also permit a
Holder to authorize and empower individuals named as proxies on any form of
proxy solicited by the Trustees to vote that Holder's Interest on any matter by
recording his voting instructions on any recording device maintained for that
purpose by the Trust or its agent, provided the Holder complies with such
procedures as the Trustees may designate to be necessary or appropriate to
determine the authenticity of the voting instructions so recorded; such
instructions shall be deemed to constitute a written proxy signed by the Holder
and delivered to the Trust and shall be deemed to be dated as of the date such
instructions were transmitted, and the Holder shall be deemed to have approved
and ratified all actions taken by such proxies in accordance with the voting
instructions so recorded.
9.6. Reports. As to each Series, the Trustees shall cause to be
prepared and furnished to each Holder, at least annually as of the end of each
Fiscal Year, a report of operations containing a balance sheet and a statement
of income of the such Series prepared in conformity with generally accepted
accounting principles and an opinion of an independent public accountant on such
financial statements. The Trustees shall, in addition, with respect to each
Series, furnish to each Holder of such Series at least semi-annually interim
reports of operations containing an unaudited balance sheet as of
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the end of such period and an unaudited statement of income for the period from
the beginning of the then-current Fiscal Year to the end of such period.
9.7. Inspection of Records. The books and records of the Trust shall be
open to inspection by Holders during normal business hours for any purpose not
harmful to the Trust.
9.8. Holder Action by Written Consent. Any action which may be taken on
behalf of the Trust or any Series by Holders may be taken without a meeting if
Holders holding more than 50% of all Interests entitled to vote (or such larger
proportion thereof as shall be required by any express provision of this
Declaration) consent to the action in writing and the written consents are filed
with the records of the meetings of Holders. Such consents shall be treated for
all purposes as a vote taken at a meeting of Holders. Each such written consent
shall be executed by or on behalf of the Holder delivering such consent and
shall bear the date of such execution. No such written consent shall be
effective to take the action referred to therein unless, within one year of the
earliest dated consent, written consents executed by a sufficient number of
Holders to take such action are filed with the records of the meetings of
Holders.
9.9. Notices. Any and all communications, including any and all notices to
which any Holder may be entitled, shall be deemed duly served or given if
mailed, postage prepaid, addressed to a Holder at its last known address as
recorded on the register of the Trust.
ARTICLE X
Duration; Dissolution; Termination
Amendment; Mergers; Etc.
10.1. Duration. Subject to possible termination or dissolution in
accordance with the provisions of Section 10.2 and Section 10.3 hereof,
respectively, the Trust created hereby shall continue until the expiration of 20
years after the death of the last survivor of the initial Trustees named herein
and the following named persons:
Date of
Name Address Birth
---- ---------- ----------
Cassius Marcellus Cornelius 742 Old Dublin Road November 9, 1990
Clay Hancock, NH 03449
Sara Briggs Sullivan 1308 Rhodes Street September 17, 1990
Dubois, WY 82513
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Myles Bailey Rawson Winhall Hollow Road May 13, 1990
R.R. #1, Box l78B
Bondville, VT 05340
Zeben Curtis Kopehak Box 1126 October 31, 1989
Cordova, AK 99574
Landon Harris Clay 742 Old Dublin Road February 15, 1989
Hancock, NH 03449
Kelsey Ann Sullivan 1308 Rhodes Street May 1, 1988
Dubois, WY 82513
Carter Allen Rawson Winhall Hollow Road January 28, 1988
R.R. #1, Box 178B
Bondville, VT 05340
Obadiah Barclay Kopchak Box 1126 August 29, 1987
Cordova, AK 99574
Richard Tubman Clay 742 Old Dublin Road April 12, 1987
Hancock, NH 03449
Thomas Moragne Clay 742 Old Dublin Road April 11, 1985
Hancock, NH 03449
Zachariah Bishop Kopehak Box 1126 January 11, 1985
Cordova, AK 99574
Sager Anna Kopchak Box 1126 May 22, 1983
Cordova, AK 99574
10.2. Dissolution. Any Series shall be dissolved (i) by the affirmative
vote of the Holders of not less than two-thirds of the Interests in the Series
at any meeting of the Holders or by an instrument in writing, without a meeting,
signed by a majority of the Trustees and consented to in writing by the Holders
of not less than a majority of such Interest, (ii) by the Trustees by written
notice of dissolution to the Holders of the Interests in the Series, and (iii)
upon the bankruptcy or withdrawal of any Holder of an Interest in the Series,
the Series shall be dissolved effective 120 days after the event. However, the
remaining Holders of Interest in such Series may, by majority vote of such
Holders, agree to continue the business of the Series even if there has been
such a dissolution. The Trust may be dissolved by action of the Trustees upon
the dissolution of the last remaining Series.
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<PAGE>
10.3. Termination.
(a) The Trust or any Series may be terminated (i) by the
affirmative vote of Holders of not less than two-thirds of all Interests in the
Trust or any Series at any meeting of Holders or by an instrument in writing
without a meeting, executed by a majority of the Trustees and consented to by
Holders of not less than two-thirds of all Interests in the Trust or any Series,
or (ii) by the Trustees by written notice to the Holders. Upon any such
termination,
(i) the Trust or Series, as applicable, shall carry on no
business except for the purpose of winding up its affairs;
(ii) the Trustees shall proceed to wind up the affairs of the
Trust or Series, as applicable, and all of the powers of the Trustees
under this Declaration shall continue until the affairs of the Trust
have been wound up, including the power to fulfill or discharge the
contracts of the Trust or Series, collect the assets of the Trust or
Series, sell, convey, assign, exchange or otherwise dispose of all or
any part of the Trust Property to one or more Persons at public or
private sale for consideration which may consist in whole or in part of
cash, securities or other property of any kind, discharge or pay the
liabilities of the Trust or Series, and do all other acts appropriate
to liquidate the business of the Trust or Series; provided that any
sale, conveyance, assignment, exchange or other disposition of all or
substantially all the Trust Property, or substantially all of the
assets belonging to a particular Series, other than for cash, shall
require approval of the principal terms of the transaction and the
nature and amount of the consideration by the vote of Holders holding
more than 50% of all Interests in the Trust or Series, as applicable;
and
(iii) after paying or adequately providing for the payment of
all liabilities of the Trust or of the Series being terminated, and
upon receipt of such releases, indemnities and refunding agreements as
they deem necessary for their protection, the Trustees shall distribute
the remaining Trust Property of the Trust or Series, as applicable, in
cash or in kind or partly each, among the Holders according to their
respective rights as set forth in the procedures established pursuant
to Section 8.2 hereof.
(b) Upon termination of the Trust or Series and distribution
to the Holders as herein provided, a majority of the Trustees shall execute and
file with the records of the Trust an instrument in writing setting forth the
fact of such termination and distribution. Upon termination of the Trust, the
Trustees shall thereupon be discharged from all further liabilities and duties
hereunder, and the rights and interests of all Holders shall thereupon cease.
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10.4. Amendment Procedure.
(a) This Declaration may be amended by the vote of Holders of
more than 50% of all Interests at any meeting of Holders or by an instrument in
writing without a meeting, executed by a majority of the Trustees and consented
to by the Holders of more than 50% of all Interests. Notwithstanding any other
provision hereof, this Declaration may be amended by an instrument in writing
executed by a majority of the Trustees, and without the vote or consent of
Holders, for any one or more of the following purposes: (i) to change the name
of the Trust, (ii) to supply any omission, or to cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, (iii) to conform this
Declaration to the requirements of applicable federal law or regulations or the
requirements of the applicable provisions of the Code, (iv) to change the state
or other jurisdiction designated herein as the state or other jurisdiction whose
law shall be the governing law hereof, (v) to effect such changes herein as the
Trustees find to be necessary or appropriate (A) to permit the filing of this
Declaration under the law of such state or other jurisdiction applicable to
trusts or voluntary associations, (B) to permit the Trust to elect to be treated
as a "regulated investment company" under the applicable provisions of the Code,
or (C) to permit the transfer of Interests (or to permit the transfer of any
other beneficial interest in or share of the Trust, however denominated), (vi)
in conjunction with any amendment contemplated by the foregoing clause (iv) or
the foregoing clause (v) to make any and all such further changes or
modifications to this Declaration as the Trustees find to be necessary or
appropriate, any finding of the Trustees referred to in the foregoing clause (v)
or the foregoing clause (vi) to be conclusively evidenced by the execution of
any such amendment by a majority of the Trustees, and (vii) change, modify or
rescind any provision of this Declaration provided such change, modification or
rescission is found by the Trustees to be necessary or appropriate and to not
have a materially adverse effect on the financial interests of the Holders, any
such finding to be conclusively evidenced by the execution of any such amendment
by a majority of the Trustees; provided, however, that unless effected in
compliance with the provisions of Section 10.4(b) hereof, no amendment otherwise
authorized by this sentence may be made which would reduce the amount payable
with respect to any Interest upon liquidation of the Trust and; provided,
further, that the Trustees shall not be liable for failing to make any amendment
permitted by this Section 10.4(a).
(b) No amendment may be made under Section 10.4(a) hereof
which would change any rights with respect to any Interest by reducing the
amount payable thereon upon liquidation of the Trust or any Series, except with
the vote or consent of Holders of two-thirds of all Interests.
(c) A certification executed by a majority of the Trustees
setting forth an amendment and reciting that it was duly adopted by the Holders
or by the Trustees as aforesaid or a copy of the Declaration, as amended, and
executed by a majority of the
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<PAGE>
Trustees, shall be conclusive evidence of such amendment when filed with the
records of the Trust.
Notwithstanding any other provision hereof, until such time as
Interests are first sold, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees at any meeting of
Trustees or by an instrument executed by a majority of the Trustees.
10.5. Merger, Consolidation and Sale of Assets. The Trust or any Series
may merge or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property or assets belonging to such Series, as applicable, including good
will, upon such terms and conditions and for such consideration when and as
authorized, at any meeting of Holders called for such purpose, by a Majority
Interests Vote of Interests in the Series affected by such action, or by an
instrument in writing without a meeting, consented by Holders of not less than a
majority of the Interests in the Series affected by such action, and any such
merger, consolidation, sale, lease or exchange shall be deemed for all purposes
to have been accomplished under and pursuant to the statutes of the State of New
York; provided, however, that no such vote shall be required where by
reorganization, purchase of assets or otherwise, the Trust or any affected
Series is the surviving entity.
10.6. Incorporation. Upon a Majority Interests Vote, the Trustees may
cause to be organized or assist in organizing a corporation or corporations
under the law of any jurisdiction or a trust, partnership, association or other
organization to take over the Trust Property or to carry on any business in
which the Trust directly or indirectly has any interest, and to sell, convey and
transfer the Trust Property to any such corporation, trust, partnership,
association or other organization in exchange for the equity interests thereof
or otherwise, and to lend money to, subscribe for the equity interests of, and
enter into any contract with any such corporation, trust, partnership,
association or other organization, or any corporation, trust, partnership,
association or other organization in which the Trust holds or is about to
acquire equity interests. The Trustees may also cause a merger or consolidation
between the Trust or any successor thereto and any such corporation, trust,
partnership, association or other organization if and to the extent permitted by
law. Nothing contained herein shall be construed as requiring approval of the
Holders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring a portion of the Trust Property to one or
more of such organizations or entities.
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<PAGE>
ARTICLE XI
Miscellaneous
11.1. Governing Law. The rights of all parties and the validity and
construction of every provision hereof shall be subject to and construed in
accordance with the law of the State of New York and reference shall be
specifically made to the trust law of the State of New York as to the
construction of matters not specifically covered herein or as to which an
ambiguity exists.
11.2. Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any one such original counterpart.
11.3. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust or of any recording office
in which this Declaration may be recorded, appears to be a Trustee hereunder,
certifying to: (a) the number or identity of Trustees or Holders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed at a meeting of Trustees or Holders, (d) the fact that the number of
Trustees or Holders present at any meeting or executing any written instrument
satisfies the requirements of this Declaration, (e) the form of any By-Laws
adopted by or the identity of any officer elected by the Trustees, or (f) the
existence of any fact or facts which in any manner relate to the affairs of the
Trust, shall be conclusive evidence as to the matters so certified in favor of
any Person dealing with the Trustees.
11.4. Provisions in Conflict With Law or Regulations.
(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of such
provisions is in conflict with the 1940 Act, or with other applicable law and
regulations, the conflicting provision shall be deemed never to have constituted
a part of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid or
improper any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.
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<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the day and year first above written.
/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
1000 Lafayette Boulevard 1000 Lafayette Boulevard
Bridgeport, CT 06604 Bridgeport, CT 06604
/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
24 Federal Street 140 Snow Goose Court
Boston, MA 02110 Daytona, Beach, Fl 32119
/s/ Winthrop S. Emmet /s/ Raymond Van Houtte
- --------------------- ------------------------
Winthrop S. Emmet Raymond Van Houtte
as Trustee, and not individually as Trustee, and not individually
Box 327 One Strawberry Lane
West Center Road Ithaca, NY 14859
West Stockbridge, MA 01266
/s/ Leland Miles /s/ Richard E. Taber
- ----------------- -----------------------
Leland Miles Richard E. Taber
as Trustee, and not individually as Trustee, and not individually
332 North Cedar Road First County Bank
Fairfield, CT 06430 117 Prospect Street
Stamford, CT 06901
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<PAGE>
THE STATE OF CONNECTICUT
Fairfield County, Connecticut
Then personally appeared the above-named Peter M. Donovan, Richard E.
Taber, H. Day Brigham, Winthrop S. Emmet, Leland Miles, A.M. Moody III, Lloyd F.
Pierce and Raymond Van Houtte, being all the Trustees of the Wright Blue Chip
Master Portfolio Trust, who acknowledged the foregoing instrument to be their
fee act and deed.
Before me,
/s/ Helen B. Iwasczyszyn
--------------------------
Helen B. Iwasczyszyn
My Commission Expires
August 31, 2000
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<PAGE>
SCHEDULE A
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
(each of the above, a "Series")
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THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
--------------------------------
BY-LAWS
As Adopted March 18, 1997
<PAGE>
TABLE OF CONTENTS
PAGE
ARTICLE I -- Meetings of Holders........................................1
Section 1.1 Records at Holder Meetings...................1
Section 1.2 Inspectors of Election.......................1
Section 1.3 Series Holders Meetings......................2
ARTICLE II -- Officers..................................................2
Section 2.1 Officers of the Trust........................2
Section 2.2 Election and Tenure..........................2
Section 2.3 Removal of Officers..........................2
Section 2.4 Bonds and Surety.............................3
Section 2.5 Chairman, President and Vice President.......3
Section 2.6 Secretary....................................3
Section 2.7 Treasurer....................................4
Section 2.8 Other Officers and Duties....................4
ARTICLE III -- Miscellaneous............................................4
Section 3.1 Depositories.................................4
Section 3.2 Signatures...................................5
Section 3.3 Seal.........................................5
Section 3.4 Indemnification..............................5
Section 3.5 Distribution Disbursing Agents and the Like..5
ARTICLE IV -- Regulations: Amendment of By-Laws.........................5
Section 4.1 Regulations..................................5
Section 4.2 Amendment and Repeal of By-Laws..............5
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<PAGE>
BY-LAWS
OF
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
---------------------------
These By-Laws are made and adopted pursuant to Section 2.7 of the
Declaration of Trust establishing THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
(the "Trust"), dated as of March 18, 1997, as from time to time amended (the
"Declaration"). All words and terms capitalized in these By-Laws shall have the
meaning or meanings set forth for such words or terms in the Declaration.
ARTICLE I
Meetings of Holders
Section 1.1 Records at Holder Meetings. At each meeting of the Holders
there shall be open for inspection the minutes of the last previous meeting of
Holders of the Trust and a list of the Holders of the Trust, certified to be
true and correct by the Secretary or other proper agent of the Trust, as of the
record date of the meeting. Such list of Holders shall contain the name of each
Holder in alphabetical order and the address and Interest owned by such Holder
on such record date.
Section 1.2 Inspectors of Election. In advance of any meeting of the
Holders, the Trustees may appoint Inspectors of Election to act at the meeting
or any adjournment thereof. If Inspectors of Election are not so appointed, the
chairman, if any, of any meeting of the Holders may, and on the request of any
Holder or his proxy shall, appoint Inspectors of Election. The number of
Inspectors of Election shall be either one or three. If appointed at the meeting
on the request of one or more Holders or proxies, a Majority Interests Vote
shall determine whether one or three Inspectors of Election are to be appointed,
but failure to allow such determination by the Holders shall not affect the
validity of the appointment of Inspectors of Election. In case any individual
appointed as an Inspector of Election fails to appear or fails or refuses to so
act, the vacancy may be filled by appointment made by the Trustees in advance of
the convening of the meeting or at the meeting by the individual acting as
chairman of the meeting. The Inspectors of Election shall determine the Interest
owned by each Holder, the Interests represented at the meeting, the existence of
a quorum, the authenticity, validity and effect of proxies, shall receive votes,
ballots or consents, shall hear and determine all challenges and questions in
any way arising in connection with the right to vote, shall count and tabulate
all votes or consents, shall determine the results, and shall do such other acts
as may be proper to conduct the election or vote with fairness to all Holders.
If there are three Inspectors of Election, the decision, act or certificate of a
majority is effective in all respects as the decision,
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<PAGE>
act or certificate of all. On request of the chairman, if any, of the meeting,
or of any Holder or its proxy, the Inspectors of Election shall make a report in
writing of any challenge or question or matter determined by them and shall
execute a certificate of any facts found by them.
Section 1.3 Series Holders Meetings. Whenever a matter is required to
be voted by Holders of the Trust in the aggregate under Section 9.1 and 9.2 of
the Declaration, the Trust may either hold a meeting of Holders of all series to
vote on such matter, or hold separate meetings of Holders of each of the
individual series to vote on such matter, provided that (i) such separate
meetings shall be held within one year of each other, (ii) a quorum of the
individual series entitled to vote in person or by proxy shall be present at
each such separate meeting, and (iii) a quorum shall be present in the aggregate
at such separate meetings, and the votes of Holders at all such separate
meetings shall be aggregated in order to determine if sufficient votes have been
cast for such matter to be voted.
When separate meetings are held for Holders of each of the individual
series to vote on a matter required to be voted on by Holders of the Trust in
the aggregate, the record date of each such separate meeting shall be determined
in the manner described above in Section 1.1.
ARTICLE II
Officers
Section 2.1 Officers of the Trust. The officers of the Trust shall
consist of a Chairman, if any, a President, a Secretary, a Treasurer and such
other officers or assistant officers, including Vice Presidents, as may be
elected by the Trustees. Any two or more of the offices may be held by the same
individual. The Trustees may designate a Vice President as an Executive Vice
President and may designate the order in which the other Vice Presidents may
act. The Chairman shall be a Trustee, but no other officer of the Trust,
including the President, need be a Trustee.
Section 2.2 Election and Tenure. At the initial organization meeting
and thereafter at each annual meeting of the Trustees, the Trustees shall elect
the Chairman, if any, the President, the Secretary, the Treasurer and such other
officers as the Trustees shall deem necessary or appropriate in order to carry
out the business of the Trust. Such officers shall hold office until the next
annual meeting of the Trustees and until their successors have been duly elected
and qualified. The Trustees may fill any vacancy in office or add any additional
officer at any time.
Section 2.3 Removal of Officers. Any officer may be removed at any time,
with or without cause, by action of a majority of the Trustees. This provision
shall not prevent the making of a contract of employment for a definite term
with any
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<PAGE>
officer and shall have no effect upon any cause of action which any officer may
have as a result of removal in breach of a contract of employment. Any officer
may resign at any time by notice in writing signed by such officer and delivered
or mailed to the Chairman, if any, the President or the Secretary, and such
resignation shall take effect immediately, or at a later date according to the
terms of such notice in writing.
Section 2.4 Bonds and Surety. Any officer may be required by the
Trustees to be bonded for the faithful performance of his duties in such amount
and with such sureties as the Trustees may determine.
Section 2.5 Chairman, President and Vice Presidents. The Chairman, if
any, shall, if present, preside at all meetings of the Holders and of the
Trustees and shall exercise and perform such other powers and duties as may be
from time to time assigned to him by the Trustees. Subject to such supervisory
powers, if any, as may be given by the Trustees to the Chairman, if any, the
President shall be the chief executive officer of the Trust and, subject to the
control of the Trustees, shall have general supervision, direction and control
of the business of the Trust and of its employees and shall exercise such
general powers of management as are usually vested in the office of President of
a corporation. In the absence of the Chairman, if any, the President shall
preside at all meetings of the Holders and, in the absence of the Chairman, the
President shall preside at all meetings of the Trustees. The President shall be,
ex officio, a member of all standing committees of Trustees. Subject to the
direction of the Trustees, the President shall have the power, in the name and
on behalf of the Trust, to execute any and all loan documents, contracts,
agreements, deeds, mortgages and other instruments in writing, and to employ and
discharge employees and agents of the Trust. Unless otherwise directed by the
Trustees, the President shall have full authority and power to attend, to act
and to vote, on behalf of the Trust, at any meeting of any business organization
in which the Trust holds an interest, or to confer such powers upon any other
person, by executing any proxies duly authorizing such person. The President
shall have such further authorities and duties as the Trustees shall from time
to time determine. In the absence or disability of the President, the Vice
Presidents in order of their rank or the Vice President designated by the
Trustees, shall perform all of the duties of the President, and when so acting
shall have all the powers of and be subject to all of the restrictions upon the
President. Subject to the direction of the President, each Vice President shall
have the power in the name and on behalf of the Trust to execute any and all
loan documents, contracts, agreements, deeds, mortgages and other instruments in
writing, and, in addition, shall have such other duties and powers as shall be
designated from time to time by the Trustees or by the President.
Section 2.6 Secretary. The Secretary shall keep the minutes of all
meetings of, and record all votes of, Holders, Trustees and the Executive
Committee, if any. The results of all actions taken at a meeting of the
Trustees, or by written consent of the Trustees, shall be recorded by the
Secretary. The Secretary shall be custodian of the
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<PAGE>
seal of the Trust, if any, and (and any other person so authorized by the
Trustees) shall affix the seal or, if permitted, a facsimile thereof, to any
instrument executed by the Trust which would be sealed by a New York corporation
executing the same or a similar instrument and shall attest the seal and the
signature or signatures of the officer or officers executing such instrument on
behalf of the Trust. The Secretary shall also perform any other duties commonly
incident to such office in a New York corporation, and shall have such other
authorities and duties as the Trustees shall from time to time determine.
Section 2.7 Treasurer. Except as otherwise directed by the Trustees,
the Treasurer shall have the general supervision of the monies, funds,
securities, notes receivable and other valuable papers and documents of the
Trust, and shall have and exercise under the supervision of the Trustees and of
the President all powers and duties normally incident to his office. The
Treasurer may endorse for deposit or collection all notes, checks and other
instruments payable to the Trust or to its order and shall deposit all funds of
the Trust as may be ordered by the Trustees or the President. The Treasurer
shall keep accurate account of the books of the Trust's transactions which shall
be the property of the Trust, and which together with all other property of the
Trust in his possession, shall be subject at all times to the inspection and
control of the Trustees. Unless the Trustees shall otherwise determine, the
Treasurer shall be the principal accounting officer of the Trust and shall also
be the principal financial officer of the Trust. The Treasurer shall have such
other duties and authorities as the Trustees shall from time to time determine.
Notwithstanding anything to the contrary herein contained, the Trustees may
authorize the Investment Adviser or the Administrator to maintain bank accounts
and deposit and disburse funds on behalf of the Trust.
Section 2.8 Other Officers and Duties. The Trustees may elect such
other officers and assistant officers as they shall from time to time determine
to be necessary or desirable in order to conduct the business of the Trust.
Assistant officers shall act generally in the absence of the officer whom they
assist and shall assist that officer in the duties of his office. Each officer,
employee and agent of the Trust shall have such other duties and authorities as
may be conferred upon him by the Trustees or delegated to him by the President.
ARTICLE III
Miscellaneous
Section 3.1 Depositories. The funds of the Trust shall be deposited in
such depositories as the Trustees shall designate and shall be drawn out on
checks, drafts or other orders signed by such officer, officers, agent or agents
(including the Investment Adviser or the Administrator) as the Trustees may from
time to time authorize.
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<PAGE>
Section 3.2 Signatures. All contracts and other instruments shall be
executed on behalf of the Trust by such officer, officers, agent or agents as
provided in these By-Laws or as the Trustees may from time to time by resolution
provide.
Section 3.3 Seal. The seal of the Trust, if any, may be affixed to any
document, and the seal and its attestation may be lithographed, engraved or
otherwise printed on any document with the same force and effect as if it had
been imprinted and attested manually in the same manner and with the same effect
as if done by a New York corporation.
Section 3.4 Indemnification. Insofar as the conditional advancing of
indemnification monies under Section 5.4 of the Declaration for actions based
upon the 1940 Act may be concerned, such payments will be made only on the
following conditions: (i) the advances must be limited to amounts used, or to be
used, for the preparation or presentation of a defense to the action, including
costs connected with the preparation of a settlement; (ii) advances may be made
only upon receipt of a written promise by, or on behalf of, the recipient to
repay the amount of the advance which exceeds the amount to which it is
ultimately determined that he is entitled to receive from the Trust by reason of
indemnification; and (iii) (a) such promise must be secured by a surety bond,
other suitable insurance or an equivalent form of security which assures that
any repayment may be obtained by the Trust without delay or litigation, which
bond, insurance or other form of security must be provided by the recipient of
the advance, or (b) a majority of a quorum of the Trust's disinterested,
non-party Trustees, or an independent legal counsel in a written opinion, shall
determine, based upon a review of readily available facts, that the recipient of
the advance ultimately will be found entitled to indemnification.
Section 3.5 Distribution Disbursing Agents and the Like. The Trustees
shall have the power to employ and compensate such distribution disbursing
agents, warrant agents and agents for the reinvestment of distributions as they
shall deem necessary or desirable. Any of such agents shall have such power and
authority as is delegated to any of them by the Trustees.
ARTICLE IV
Regulations; Amendment of By-Laws
Section 4.1 Regulations. The Trustees may make such additional rules
and regulations, not inconsistent with these By-Laws, as they may deem expedient
concerning the sale and purchase of Interests of the Trust.
Section 4.2 Amendment and Repeal of By-Laws. In accordance with Section
2.7 of the Declaration, the Trustees shall have the power to alter, amend or
repeal the By-Laws or adopt new By-Laws at any time. Action by the Trustees with
respect to
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<PAGE>
the By-Laws shall be taken by an affirmative vote of a majority of the Trustees.
The Trustees shall in no event adopt By-Laws which are in conflict with the
Declaration.
The Declaration refers to the Trustees as Trustees, but not as
individuals or personally; and no Trustee, officer, employee or agent of the
Trust shall be held to any personal liability, nor shall resort be had to their
private property for the satisfaction of any obligation or claim or otherwise in
connection with the affairs of the Trust.
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INVESTMENT ADVISORY CONTRACT
CONTRACT made this 30th day of April 1997, between The Wright Blue Chip
Master Portfolio Trust, a New York 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
("Portfolios") which may be established by the Trustees pursuant to the Trust's
Declaration of Trust. Portfolios may be terminated and additional Portfolios
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 Portfolio 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
Portfolios 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 Portfolios. As investment adviser to the Portfolios, 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 Portfolio'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 Portfolio'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 Portfolios, to purchase, write or sell
options on securities, futures contracts or indices on behalf of the Portfolios,
to enter into commodities contracts on behalf of the Portfolios, including
contracts for the future delivery of securities or currency and futures
contracts on securities or other indices, and to execute
1
<PAGE>
any and all agreements and instruments and to do any and all things incidental
thereto in connection with the management of the Portfolios. Should the Trustees
of the Trust at any time, however, make any specific determination as to
investment policy for the Portfolios 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 Portfolios, all actions
which it deems necessary or desirable to implement the investment policies of
the Trust and of each Portfolio.
The Adviser shall place all orders for the purchase or sale of
portfolio securities for the account of a Portfolio with brokers or dealers
selected by the Adviser, and to that end the Adviser is authorized as the agent
of the Portfolio to give instructions to the custodian of the Portfolio as to
deliveries of securities and payments of cash for the account of a Portfolio 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
Portfolios 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 Portfolios 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 Portfolio
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
Portfolio 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 Portfolio throughout the month, computed in accordance
with the Trust's Declaration of Trust, registration statement and any applicable
votes of the Trustees of the Trust.
In case of the initiation or termination of the Contract during any
month with respect to any Portfolio, each Portfolio's fee for that month shall
be reduced proportionately on the basis of the number of calendar days during
which the Contract
2
<PAGE>
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, repurchase and
redemption of interests, (viii) expenses of printing offering documents for
distributing to investors (ix) expenses of reports and notices to
interestholders and of meetings of interestholders and proxy solicitations
therefor, (x) expenses of reports to governmental officers and commissions, (xi)
insurance expenses, (xii) 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), (xiii) fees, expenses and disbursements of
transfer agents and registrars for all services to the Trust, (xiv) expenses for
servicing interestholder accounts, (xv) any direct charges to interestholders
approved by the Trustees of the Trust, (xvi) compensation of and any expenses of
Trustees of the Trust who are not officers or employees of the Adviser or the
administrator; (xvii) 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
interestholders of the Trust are or may be or become interested in the Adviser
as directors, officers, employees, stockholders or otherwise and that directors,
officers, employees and stockholders of the Adviser are or may be or become
similarly interested in the Trust, and that the Adviser may be or become
interested in the Trust as an interestholder 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.
3
<PAGE>
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 Portfolio up
to and including February 28, 1999 and shall continue in full force and effect
as to each Portfolio 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 Portfolio 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.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this Contract as to any Portfolio, 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 Portfolio by vote of a majority of
the outstanding voting securities of that Portfolio. This Contract shall
terminate automatically in the event of its assignment.
8. Amendments of the Contract. This Contract may be amended as to any
Portfolio by a writing signed by both parties hereto, provided that no material
amendment to this Contract shall be effective as to that Portfolio 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 Portfolio.
4
<PAGE>
9. Limitation of Liability. The Adviser expressly acknowledges the
provision in the Declaration of Trust of the Trust limiting the personal
liability of interestholders 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 interestholders or any interestholder of the Trust. No
Portfolio shall be liable for the obligations of any other Portfolio 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 Portfolio" shall mean the vote of the
lesser of (a) 67 per centum or more of the shares of the particular Portfolio
present or represented by proxy at a meeting of interestholders of the Portfolio
if the holders of more than 50 per centum of the outstanding shares of the
particular Portfolio are present or represented by proxy at the meeting, or (b)
more than 50 per centum of the outstanding interests of the particular
Portfolio, 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
the Trust of the name "Wright" as part of the Trust's name and the name of each
Portfolio should the Trust desire to adopt such name in the future; provided,
however, that such consent shall be conditioned upon the employment of the
Adviser or one of its affiliates as the investment adviser of the Trust. The
name "Wright" or any variation thereof may be used from time to time in other
connections and for other purposes by the Adviser and its affiliates and other
investment companies that have obtained consent to use the name "Wright." The
Adviser shall have the right to require the Trust to cease using the name
"Wright" as part of the Trust's name and the name of each Portfolio 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
Portfolios, 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.
5
<PAGE>
In witness whereof, the undersigned have executed this Contract as of
the date first set forth above.
THE WRIGHT BLUE CHIP MASTER WRIGHT INVESTORS'
PORTFOLIO TRUST SERVICE, INC.
By: /s/Peter M. Donovan By: /s/ A.M. Moody III
----------------------- ------------------------
Name: Peter M. Donovan Name: A.M. Moody III
Title: President Title: Senior Vice President
6
<PAGE>
ANNEX A
ANNUAL ADVISORY FEE RATES
<TABLE>
<CAPTION>
ANNUAL % ADVISORY FEE RATES
----------------------------
$100 $500
Under Mil. to $250 Mil. Mil. to
$100 $250 to $500 $1 Over $1
Mil. Mil. Mil. Billion Billion
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Selected Blue Chip Equities Portfolio 0.55% 0.69% 0.67% 0.63% 0.58%
Junior Blue Chip Equities Portfolio 0.55% 0.69% 0.67% 0.63% 0.58%
International Blue Chip Equities Portfolio 0.75% 0.79% 0.77% 0.73% 0.68%
U.S. Treasury Portfolio 0.40% 0.46% 0.42% 0.38% 0.33%
U.S. Treasury Near Term Portfolio 0.40% 0.46% 0.42% 0.38% 0.33%
Current Income Portfolio 0.40% 0.46% 0.42% 0.38% 0.33%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
7
PLACEMENT AGENT AGREEMENT
April 30, 1997
Wright Investors' Service Distributors, Inc.
1000 Lafayette Boulevard
Bridgeport, Connecticut 06604
Gentlemen:
This is to confirm that, in consideration of the agreements hereinafter
contained, the undersigned, The Wright Blue Chip Master Portfolio Trust (the
"Portfolio Trust"), an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), and organized
as a New York trust, has agreed, on behalf of the Series of the Portfolio Trust
set forth on Schedule I hereto, that Wright Investors' Service Distributors,
Inc. ("WISDI") shall be the placement agent (the "Placement Agent") of Interests
in each such Series of the Portfolio Trust ("Trust Interests").
1. Services as Placement Agent.
1.1 WISDI will act as Placement Agent of the Trust Interests covered by
the Portfolio Trust's registration statement then in effect under the 1940 Act.
In acting as Placement Agent under this Placement Agent Agreement, neither WISDI
nor its employees nor any agents thereof shall make any offer or sale of Trust
Interests in a manner which would require the Trust Interests to be registered
under the Securities Act of 1933, as amended (the "1933 Act").
1.2 All activities by WISDI and its agents and employees as Placement
Agent of Trust Interests shall comply with all applicable laws, rules and
regulations, including, without limitation, all rules and regulations adopted
pursuant to the 1940 Act by the Securities and Exchange Commission (the
"Commission").
1.3 Nothing herein shall be construed to require the Portfolio Trust,
on behalf of any one or more of the Series, to accept any offer to purchase any
Trust Interests, all of which shall be subject to approval by the Board of
Trustees.
1.4 The Portfolio Trust shall furnish from time to time for use in
connection with the sale of Trust Interests such information with respect to the
Portfolio Trust, the Series and Trust Interests as WISDI may reasonably request.
The Portfolio Trust shall also furnish WISDI upon request with: (a) unaudited
semiannual statements of the Portfolio Trust's books and accounts prepared by
the Portfolio Trust, and (b) from time to time such additional information
regarding the Portfolio Trust's financial or regulatory condition as WISDI may
reasonably request.
-1-
<PAGE>
1.5 The Portfolio Trust represents to WISDI that all registration
statements filed by the Portfolio Trust with the Commission under the 1940 Act
with respect to Trust Interests have been prepared in conformity with the
requirements of such statute and the rules and regulations of the Commission
thereunder. As used in this Agreement, the term "registration statement" shall
mean any registration statement filed with the Commission as modified by any
amendments thereto that at any time shall have been filed with the Commission by
or on behalf of the Portfolio Trust. The Portfolio Trust represents and warrants
to WISDI that any registration statement will contain all statements required to
be stated therein in conformity with both such statute and the rules and
regulations of the Commission; that all statements of fact contained in any
registration statement will be true and correct in all material respects at the
time of filing of such registration statement or amendment thereto; and that no
registration statement will include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements therein not misleading to a purchaser of Trust Interests. The
Portfolio Trust may but shall not be obligated to propose from time to time such
amendment to any registration statement as in the light of future developments
may, in the opinion of the Portfolio Trust's counsel, be necessary or advisable.
If the Portfolio Trust shall not propose such amendment and/or supplement within
fifteen days after receipt by the Portfolio Trust of a written request from
WISDI to do so, WISDI may, at its option, terminate this Agreement. The
Portfolio Trust shall not file any amendment to any registration statement
without giving WISDI reasonable notice thereof in advance; provided, however,
that nothing contained in this Agreement shall in any way limit the Portfolio
Trust's right to file at any time such amendment to any registration statement
as the Portfolio Trust may deem advisable, such right being in all respects
absolute and unconditional.
1.6 The Portfolio Trust agrees to indemnify, defend and hold WISDI, its
several officers and directors, and any person who controls WISDI within the
meaning of Section 15 of the 1933 Act or Section 20 of the Securities and
Exchange Act of 1934 (the "1934 Act") (for purposes of this paragraph 1.6,
collectively, "Covered Persons") free and harmless from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which any Covered Person may incur under the 1933 Act,
the 1934 Act, common law or otherwise, arising out of or based on any untrue
statement of a material fact contained in any registration statement, private
placement memorandum or other offering material ("Offering Material") or arising
out of or based on any omission to state a material fact required to be stated
in any Offering Material or necessary to make the statements in any Offering
Material not misleading; provided, however, that the Portfolio Trust's agreement
to indemnify Covered Persons shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of any financial and other statements as are
furnished in writing to the Portfolio Trust by WISDI in its capacity as
Placement Agent for use in the answers to any items of any registration
statement or in any statements made in any Offering Material, or arising out of
or based on any omission or alleged omission to state a material fact in
connection with the giving of such information required to be stated in such
answers or necessary
-2-
<PAGE>
to make the answers not misleading; and further provided that the Portfolio
Trust's agreement to indemnify WISDI and the Portfolio Trust's representations
and warranties hereinbefore set forth in this paragraph 1.6 shall not be deemed
to cover any liability to the Portfolio Trust or its investors to which a
Covered Person would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its duties, or by reason of a
Covered Person's reckless disregard of its obligations and duties under this
Agreement. The Portfolio Trust should be notified of any action brought against
a Covered Person, such notification to be given by a writing addressed to the
Portfolio Trust, 24 Federal Street, Boston, Massachusetts 02110, with a copy to
the Adviser of the Portfolio Trust, Wright Investors' Service, Inc., at 1000
Lafayette Boulevard, Bridgeport, Connecticut 06640, promptly after the summons
or other first legal process shall have been duly and completely served upon
such Covered Person. The failure to so notify the Portfolio Trust of any such
action shall not relieve the Portfolio Trust from any liability except to the
extent the Portfolio Trust shall have been prejudiced by such failure, or from
any liability that the Portfolio Trust may have to the Covered Person against
whom such action is brought by reason of any such untrue statement or omission,
otherwise than on account of the Portfolio Trust's indemnity agreement contained
in this paragraph. The Portfolio Trust will be entitled to assume the defense of
any suit brought to enforce any such claim, demand or liability, but in such
case such defense shall be conducted by counsel of good standing chosen by the
Portfolio Trust and approved by WISDI, which approval shall not be unreasonably
withheld. In the event the Portfolio Trust elects to assume the defense of any
such suit and retain counsel of good standing approved by WISDI, the defendant
or defendants in such suit shall bear the fees and expenses of any additional
counsel retained by any of them; but in case the Portfolio Trust does not elect
to assume the defense of any such suit or in case WISDI reasonably does not
approve of counsel chosen by the Portfolio Trust, the Portfolio Trust will
reimburse the Covered Person named as defendant in such suit, for the fees and
expenses of any counsel retained by WISDI or it. The Portfolio Trust's
indemnification agreement contained in this paragraph and the Portfolio Trust's
representations and warranties in this Agreement shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
Covered Persons, and shall survive the delivery of any Trust Interests. This
agreement of indemnity will inure exclusively to Covered Persons and their
successors. The Portfolio Trust agrees to notify WISDI promptly of the
commencement of any litigation or proceedings against the Portfolio Trust or any
of its officers or Trustees in connection with the issue and sale of any Trust
Interests.
1.7 WISDI agrees to indemnify, defend and hold the Portfolio Trust, its
several officers and trustees, and any person who controls the Portfolio Trust
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
(for purposes of this paragraph 1.7, collectively, "Covered Persons") free and
harmless from and against any and all claims, demands, liabilities and expenses
(including the costs of investigating or defending such claims, demands,
liabilities and any counsel fees incurred in connection therewith) that Covered
Persons may incur under the 1933 Act, the 1934 Act or common law or otherwise,
but only to the extent that such liability or expense incurred by a
-3-
<PAGE>
Covered Person resulting from such claims or demands shall arise out of or be
based on any untrue statement of a material fact contained in information
furnished in writing by WISDI in its capacity as Placement Agent to the
Portfolio Trust for use in the answers to any of the items of any registration
statement or in any statements in any other Offering Material or shall arise out
of or be based on any omission to state a material fact in connection with such
information furnished in writing by WISDI to the Portfolio Trust required to be
stated in such answers or necessary to make such information not misleading.
WISDI shall be notified of any action brought against a Covered Person, such
notification to be given by a writing addressed to WISDI at 1000 Lafayette
Boulevard, Bridgeport, Connecticut 06604, promptly after the summons or other
first legal process shall have been duly and completely served upon such Covered
Person. WISDI shall have the right of first control of the defense of the action
with counsel of its own choosing satisfactory to the Portfolio Trust if such
action is based solely on such alleged misstatement or omission on WISDI's part,
and in any other event each Covered Person shall have the right to participate
in the defense or preparation of the defense of any such action. The failure to
so notify WISDI of any such action shall not relieve WISDI from any liability
except to the extent the Portfolio Trust shall have been prejudiced by such
failure, or from any liability that WISDI may have to Covered Persons by reason
of any such untrue or alleged untrue statement, or omission or alleged omission,
otherwise than on account of WISDI's indemnity agreement contained in this
paragraph.
1.8 No Trust Interests shall be offered by either WISDI or the
Portfolio Trust under any of the provisions of this Agreement and no orders for
the purchase or sale of Trust Interests hereunder shall be accepted by the
Portfolio Trust if and so long as the effectiveness of the registration
statement or any necessary amendments thereto shall be suspended under any of
the provisions of the 1933 Act or the 1940 Act; provided, however, that nothing
contained in this paragraph shall in any way restrict or have an application to
or bearing on the Portfolio Trust's obligation to redeem Trust Interests from
any investor in accordance with the provisions of the Portfolio Trust's
registration statement or Declaration of Trust, as amended from time to time.
1.9 The Portfolio Trust agrees to advise WISDI as soon as reasonably
practical by a notice in writing delivered to WISDI or its counsel:
(a) of any request by the Commission for amendments to the registration
statement then in effect or for additional information;
(b) in the event of the issuance by the Commission of any stop order
suspending the effectiveness of the registration statement then in effect or the
initiation by service of process on the Portfolio Trust of any proceeding for
that purpose;
-4-
<PAGE>
(c) of the happening of any event that makes untrue any statement of a
material fact made in the registration statement then in effect or that requires
the making of a change in such registration statement in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect to any amendment to
any registration statement that may from time to time be filed with the
Commission.
For purposes of this paragraph 1.9, informal requests by or acts of the
Staff of the Commission shall not be deemed actions of or requests by the
Commission.
1.10 WISDI agrees on behalf of itself and its employees to treat
confidentially and as proprietary information of the Portfolio Trust all records
and other information not otherwise publicly available relative to the Portfolio
Trust and its prior, present or potential investors and not to use such records
and information for any purpose other than performance of its responsibilities
and duties hereunder, except after prior notification to and approval in writing
by the Portfolio Trust, which approval shall not be unreasonably withheld and
may not be withheld where WISDI may be exposed to civil or criminal contempt
proceedings for failure to comply, when requested to divulge such information by
duly constituted authorities, or when so requested by the Portfolio Trust.
2. 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
through and including February 28, 1998 and shall continue in full force and
effect indefinitely thereafter, but only so long as such continuance after
February 28, 1998 is specifically approved at least annually (i) by the Board of
Trustees of the Portfolio Trust or by vote of a majority of the outstanding
voting securities of the Portfolio Trust and (ii) by the vote of a majority of
those Trustees of the Portfolio Trust who are not interested persons of WISDI or
the Portfolio Trust cast in person at a meeting called for the purpose of voting
on such approval.
Either party hereto may, at any time on sixty (60) days' prior written
notice to the other, terminate this agreement without the payment of any
penalty, by action of Trustees of the Portfolio Trust or the Directors of WISDI,
as the case may be, and the Portfolio Trust may, at any time upon such written
notice to WISDI, terminate this Agreement by vote of a majority of the
outstanding voting securities of the Portfolio Trust. This Agreement shall
terminate automatically in the event of its assignment.
-5-
<PAGE>
3. Representations and Warranties.
WISDI and the Portfolio Trust each hereby represents and warrants to
the other that it has all requisite authority to enter into, execute, deliver
and perform its obligations under this Agreement and that, with respect to it,
this Agreement is legal, valid and binding, and enforceable in accordance with
its terms.
4. Limitation of Liability.
WISDI expressly acknowledges the provision in the Declaration of Trust
of the Portfolio Trust (Sections 5.2 and 5.6) limiting the personal liability of
the Trustees and officers of the Portfolio Trust, and WISDI hereby agrees that
it shall have recourse to the Portfolio Trust for payment of claims or
obligations as between the Portfolio Trust and WISDI arising out of this
Agreement and shall not seek satisfaction from any Trustee or officer of the
Portfolio Trust. WISDI also expressly acknowledges that each Series is liable
only for its own obligations to WISDI under this Agreement and each Series shall
not be jointly or severally liable for the obligations of any other Series
hereunder.
5. 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 Commission by any rule, regulation or order. The term
"vote of a majority of the outstanding voting securities" shall mean the vote,
at a meeting of Holders of one or more Series as the context may require, of the
lesser of (a) 67 per centum or more of the Interests in one or more Series as
the context may require present or represented by proxy at the meeting if the
Holders of more than 50 per centum of the outstanding Interests in such one or
more Series are present or represented by proxy at the meeting, or (b) more than
50 per centum of the outstanding Interests in such one or more Series. The terms
"Holders," "Interests" and "Series" when used herein shall have the respective
meanings specified in the Declaration of Trust of the Portfolio Trust.
6. Concerning Applicable Provisions of Law, etc.
This Agreement shall be subject to all applicable provisions of law,
including the applicable provisions of the 1940 Act, and to the extent that any
provisions herein contained conflict with any such applicable provisions of law,
the latter shall control.
The laws of The Commonwealth of Massachusetts shall, except to the
extent that any applicable provisions of federal law shall be controlling,
govern the construction, validity and effect of this Agreement, without
reference to principles of conflicts of law.
-6-
<PAGE>
If the contract set forth herein is acceptable to you, please so
indicate by executing the enclosed copy of this Agreement and returning the same
to the undersigned, whereupon this Agreement shall constitute a binding contract
between the parties hereto effective at the closing of business on the date
hereof.
Yours very truly,
THE WRIGHT BLUE CHIP MASTER
PORTFOLIO TRUST
By: /s/ Peter M. Donovan
---------------------
President
Accepted:
WRIGHT INVESTORS' SERVICE
DISTRIBUTORS, INC.
By: /s/ A. M. Moody III
- ------------------------
President
-7-
<PAGE>
SCHEDULE I
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
(each of the above, a "Series")
-8-
MASTER CUSTODIAN AGREEMENT
between
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
and
INVESTORS BANK & TRUST COMPANY
<PAGE>
TABLE OF CONTENTS
1. Definitions.......................................................1
2. Employment of Custodian and Property to be Held by It.............3
3. Duties of the Custodian with Respect to Property of the Trust.....4
A. Safekeeping and Holding of Property......................4
B. Delivery of Securities...................................4
C. Registration of Securities...............................7
D. Bank Accounts............................................8
E. Payments for Interests, or Increases in Interests,
in the Trust.........................................8
F. Investment and Availability of Federal Funds.............9
G. Collections..............................................9
H. Payment of Trust Monies.................................10
I. Liability for Payment in Advance of Receipt of Securities
Purchased...............................................12
J. Payments for Repurchases or Redemptions of Interests of
the Trust...............................................12
K. Appointment of Agents by the Custodian..................12
L. Deposit of Trust Portfolio Securities in Securities
Systems..............................................13
M. Deposit of Trust Commercial Paper in an Approved Book-Entry
System for Commercial Paper.............................15
N. Segregated Account......................................17
O. Ownership Certificates for Tax Purposes.................18
P. Proxies.................................................18
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Q. Communications Relating to Trust Portfolio Securities...18
R. Exercise of Rights; Tender Offers.......................18
S. Depository Receipts.....................................19
T. Interest Bearing Call or Time Deposits..................20
U. Options, Futures Contracts and Foreign Currency
Transactions.........................................20
V. Actions Permitted Without Express Authority.............22
4. Duties of Bank with Respect to Books of Account and Calculations of
Net Asset Value..................................................22
5. Records and Miscellaneous Duties.................................23
6. Opinion of Trust's Independent Public Accountants................24
7. Compensation and Expenses of Bank................................24
8. Responsibility of Bank...........................................24
9. Persons Having Access to Assets of the Trust.....................25
10. Effective Period, Termination and Amendment; Successor Custodian.25
11. Interpretive and Additional Provisions...........................26
12. Notices..........................................................27
13. Massachusetts Law to Apply.......................................27
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MASTER CUSTODIAN AGREEMENT
This Agreement is made as of April 30, 1997 between The Wright Blue
Chip Master Portfolio Trust, an unincorporated trust organized under the laws of
the State of New York (the "Trust"), on behalf of the series of the Trust set
forth in Annex I (the "Portfolios") 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, the Trust 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 the Trust'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, the Trust 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) "Trust" shall mean The Wright Blue Chip Master Portfolio Trust.
(b) "Board" shall mean the board of trustees of the Trust.
(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 Trust 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 Trust 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 resolution of the Board
approving such clearing agency as a securities depository for the Trust.
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(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 resolution of the Board approving such
depository or clearing agency as a foreign securities depository for the Trust.
(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 resolution of the Board
approving the participation by the Trust 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. Different persons may be
authorized to give instructions for different purposes. A certified copy of a
resolution 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 resolution 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 Trust shall cause all oral instructions to be
confirmed in writing. The Trust 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 Trust as to the authorization by
the President and the Treasurer of the Trust accompanied by a detailed
description of the communication procedures approved by the President and the
Treasurer of the Trust, "proper instructions" may also include communications
effected directly between electromechanical or electronic devices provided that
the President and Treasurer of the Trust and the Custodian are satisfied that
such procedures afford adequate safeguards for the Trust's assets. In performing
its duties
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generally, and more particularly in connection with the purchase, sale and
exchange of securities made by or for the Trust, the Custodian may take
cognizance of the provisions of the governing documents and registration
statement of the Trust as the same may from time to time be in effect (and
resolutions or proceedings of the holders of interests in the Trust 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 resolutions or proceedings of the holders of interests in the
Trust or the Board.
(j) "Separate Accounts." If the Trust has more than one series or
portfolio, the Bank will segregate the assets of each series or portfolio to
which this Agreement relates into a separate account for each such series or
portfolio containing the assets of such series or portfolio (and all investment
earnings thereon). Unless the context otherwise requires, any reference in this
Agreement to any actions to be taken by the Trust shall be deemed to refer to
the Trust acting on behalf of one or more of its series, any reference in this
Agreement to any assets of the Trust, including, without limitation, any
portfolio securities and cash and earnings thereon, shall be deemed to refer
only to assets of the applicable series, any duty or obligation of the Bank
hereunder to the Trust shall be deemed to refer to duties and obligations with
respect to the individual series and any obligation or liability of the Trust
hereunder shall be binding only with respect to the individual series, and shall
be discharged only out of the assets of such series.
It is agreed that for the purposes of this Agreement, that each of the
series of the Trust listed on Annex I, individually and not jointly, shall be
deemed to be a party hereto. It is also understood that each of such entities
shall be deemed to be entering into a separate agreement with the Bank, that it
is as if each of such entities has signed a separate Agreement with the bank and
that a single document is being signed simply to facilitate the execution and
administration of the Agreement.
(k) The term "Vote" when used with respect to the Board or the Holders
of Interests in the Trust shall include a vote, resolution, consent, proceeding
and other action taken by the Board or Holders in accordance with the
Declaration of Trust or By-Laws of the Trust.
2. Employment of Custodian and Property to be Held by It
The Trust 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 Trust 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
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by it with respect to all securities and participation interests owned by the
Trust from time to time, and the cash consideration received by it from time to
time in exchange for an interest in the Trust or for an increase in such an
interest. The Custodian shall not be responsible for any property of the Trust
held by the Trust and not delivered by the Trust to the Custodian. The Trust
will also deliver to the Bank from time to time copies of its currently
effective declaration of trust, by-laws, registration statement and placement
agent agreement with its placement agent, if any, together with such
resolutions, and other proceedings of the Trust 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. 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 Trust 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
and shall be in accordance with and subject to the provisions of said Rule. For
the purposes of this Agreement, any property of the Trust 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 Trust
A. Safekeeping and Holding of Property The Custodian shall keep safely all
property of the Trust and on behalf of the Trust shall from time to time receive
delivery of Trust property for safekeeping. The Custodian shall hold, earmark
and segregate on its books and records for the account of the Trust all property
of the Trust, including all securities, participation interests and other assets
of the Trust (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 Trust held (or deemed to be
held) by the Custodian or maintained in a Securities System account or
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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:
1) Upon sale of such securities or participation interests for the account
of the Trust, 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 Trust and
(ii) upon the failure by the Trust 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 Trust;
3) To the depository agent in connection with tender or other similar
offers for portfolio securities of the Trust;
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
Trust or into the name of any nominee of the Custodian or
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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;
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 Trust 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
Trust (such loans to be made pursuant to the terms of the Trust's current
registration statement), BUT ONLY against receipt of adequate collateral as
agreed upon from time to time by the Custodian and the Trust, 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 Trust prior to the receipt of such collateral;
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10) For delivery as security in connection with any borrowings by the Trust
requiring a pledge or hypothecation of assets by the Trust (if then permitted
under circumstances described in the current registration statement of the
Trust), 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 an interest in the Trust in accordance with the provisions of
Paragraph J hereof;
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 Trust, 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 Trust;
13) For delivery in accordance with the provisions of any agreement among
the Trust, 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
Trust;
14) For any other proper corporate purpose, BUT ONLY upon receipt of, in
addition to proper instructions, a certified copy of a resolution 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 Trust shall be registered in the
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name of the Trust or in the name of any nominee of the Trust 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
Trust 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 Trust 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 Trust, 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 Trust other than cash maintained by the
Trust 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 Trust
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 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 Trust. 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. Payments for Interests, or Increases in Interests, in the Trust The
Custodian shall make appropriate arrangements with the Transfer Agent of the
Trust to enable the Custodian to make certain it promptly receives the cash or
other consideration due to the Trust for payment of interests in the Trust, or
increases in such interests, in accordance with the governing documents and
registration statement of the Trust. The
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Custodian will provide prompt notification to the Trust of any receipt by
it of such payments.
F. Investment and Availability of Federal Funds Upon agreement between the
Trust and the Custodian, the Custodian shall, upon the receipt of proper
instructions, which may be continuing instructions when deemed appropriate by
the parties, 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 Trust.
G. Collections The Custodian shall promptly collect all income and other
payments with respect to registered securities held hereunder to which the Trust
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 Trust'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
Trust, checks, drafts or other negotiable instruments;
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 Trust
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 Trust 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
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notify the Trust 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 Trust; 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 Trust Monies Upon receipt of proper instructions, which may
be continuing instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of the Trust 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 Trust 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 Trust regarding the
participation interests to be purchased or
(iii) written confirmation of the purchase by the Trust 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
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securities by the Securities System 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 Trust 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 Trust; 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 Trust as set forth in Paragraph B hereof;
3) When required for the reduction or redemption of an interest in the
Trust in accordance with the provisions of Paragraph J hereof;
4) For the payment of any expense or liability incurred by the Trust,
including but not limited to the following payments for the account of the
Trust: advisory fees, interest, taxes, management compensation and expenses,
accounting, transfer agent and legal fees, and other operating expenses of the
Trust whether or not such expenses are to be in whole or part capitalized or
treated as deferred expenses;
5) For distributions or payment to Holders of Interest in the Trust; and
6) For any other proper corporate purpose, but only upon receipt of, in
addition to proper instructions, a certified copy of a resolution 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
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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 Trust 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 Trust to so pay in advance, the Custodian shall be absolutely liable to
the Trust 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 Trust with a bank which is a member of the Federal Reserve
System, the Custodian may transfer trusts to the account of such bank prior to
the receipt of (i) the securities in certificate form subject to such repurchase
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 TRANSFERRED 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 Interests in the Trust From
such funds as may be available for the purpose, but subject to any applicable
resolutions of the Board and the current procedures of the Trust, the Custodian
shall, upon receipt of written instructions from the Trust or from the Trust's
Transfer Agent, make funds and/or portfolio securities available for payment to
Holders of Interest in the Trust who have caused the amount of their interests
to be reduced, or for their interest to be redeemed.
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
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between the Trust 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 Trust held by any such agent shall be deemed
to be held by the Custodian hereunder.
L. Deposit of Trust Portfolio Securities in Securities Systems The
Custodian may deposit and/or maintain securities owned by the Trust
(1) in The Depository Trust Company;
(2) in Participants Trust Company;
(3) in any other Approved Clearing Agency;
(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 Trust 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 Trust
which are maintained in a Securities System shall identify by book-entry those
securities belonging to the Trust, and the Custodian shall be fully and
completely responsible for maintaining a recordkeeping system capable of
accurately and currently stating the Trust'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 Trust 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 Trust. The Custodian shall transfer
securities sold for the
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account of the Trust 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 Trust. Copies of all
notices or advices from the Securities System of transfers of securities for the
account of the Trust shall identify the Trust, be maintained for the Trust by
the Custodian and be promptly provided to the Trust at its request. The
Custodian shall promptly send to the Trust confirmation of each transfer to or
from the account of the Trust in the form of a written advice or notice of each
such transaction, and shall furnish to the Trust copies of daily transaction
sheets reflecting each day's transactions in the Securities System for the
account of the Trust on the next business day.
(d) The Custodian shall promptly send to the Trust 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 Trust 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 Trust 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 Securities System. The Custodian's books and records
relating to the Trust's participation in each Securities System will at all
times during regular business hours be open to the inspection of the Trust'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 Trust that the Board has approved
the use of a particular Securities System; the Custodian shall also obtain
appropriate assurance from the officers of the Trust that the Board has annually
reviewed the continued use by the Trust of each Securities System, and the Trust
shall promptly notify the Custodian if the use of a Securities System is to be
discontinued; at the request of the Trust, 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 Trust for any loss or damage to the
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Trust 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 Trust, 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 Trust has not been made whole for any such
loss or damage.
M. Deposit of Trust 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 Trust, the Custodian may
deposit and/or maintain direct issue commercial paper owned by the Trust 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 Trust 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
Trust 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 Trust which is included in the Securities System and shall at all times
during regular business hours be open for inspection by authorized officers,
employees or agents of the Trust. The Custodian shall be fully and completely
responsible for maintaining a recordkeeping system capable of accurately and
currently stating the Trust's holdings of commercial paper maintained in each
such System.
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(c) The Custodian shall pay for commercial paper purchased in book-entry
form for the account of the Trust 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 Trust. The Custodian shall transfer such commercial paper which is sold or
cancel such commercial paper which is redeemed for the account of the Trust 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 Trust. Copies of all notices, advices and confirmations of
transfers of commercial paper for the account of the Trust shall identify the
Trust, be maintained for the Trust by the Custodian and be promptly provided to
the Trust at its request. The Custodian shall promptly send to the Trust
confirmation of each transfer to or from the account of the Trust in the form of
a written advice or notice of each such transaction, and shall furnish to the
Trust copies of daily transaction sheets reflecting each day's transactions in
the System for the account of the Trust on the next business day.
(d) The Custodian shall promptly send to the Trust 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 Trust 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 Trust 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 Trust 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 Trust
that the Board has annually reviewed the continued use by the Trust of each
Approved Book-Entry System for Commercial Paper, and the Trust shall promptly
notify the
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Custodian if the use of an Approved Book-Entry System for Commercial Paper
is to be discontinued; at the request of the Trust, 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 Trust or
in the event of an electronic system failure which impedes issuance, transfer or
custody of direct issue commercial paper by book-entry.
(g) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to the Trust
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 Trust, 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 Trust 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 Trust, 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 Trust, 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 Trust, (ii) for purposes of segregating cash or liquid
securities in connection with options purchased, sold or written by the Trust or
futures contracts or options thereon purchased or sold by the Trust, (iii) for
the purposes of compliance by the Trust with the procedures required by
Investment Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange
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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 Trust, 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 Trust 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 Trust 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.
Q. Communications Relating to Trust Portfolio Securities The Custodian
shall deliver promptly to the Trust 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 Trust and the maturity of
futures contracts purchased or sold by the Trust) received by the Custodian from
issuers and other persons relating to the securities and participation interests
being held for the Trust. With respect to tender or exchange offers, the
Custodian shall deliver promptly to the Trust 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
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or relating to securities and participation interests held by the Custodian
under this Agreement, the Custodian shall have responsibility for promptly
notifying the Trust 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 Trust 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 Trust 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 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 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
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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 Trust 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 Trust 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 Trust 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 Custodian 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 Trust, 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 Trust; deposit and maintain in a segregated account for the Trust,
either physically or by book-entry in a Securities System, securities subject to
a covered call option written by the Trust; 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 the
Trust'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
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on a futures contract by the Trust; deposit and maintain in a segregated
account, for the benefit of any futures commission merchant, assets designated
by the Trust as initial, maintenance or variation "margin" deposits (including
mark-to-market payments) intended to secure the Trust's performance of its
obligations under any futures contracts purchased or sold or any options on
futures contracts written by the Trust, in accordance with the provisions of any
agreement or agreements among the Trust, 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 Trust. 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 Trust; 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 Trust. 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 Trust
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 Trust)
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
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completing the foreign exchange contract has been delivered or received.
The Custodian shall not be responsible for any costs and interest charges which
may be incurred by the Trust 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 Trust 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 Trust:
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 Trust;
2) surrender securities in temporary form for securities in definitive
form;
3) endorse for collection, in the name of the Trust, 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 Trust except as otherwise directed by the Trust.
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
Trust'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 Trust during said day and such
other statements, including a daily trial balance and inventory of the Trust'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 Trust; 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 the Trust and the net asset value of each
interest in the Trust, such computations and determinations to be made in
accordance with the governing documents of the Trust and the votes and
instructions of the
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Board and of the investment adviser at the time in force and applicable, and
promptly notify the Trust and its investment adviser and such other persons as
the Trust 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 Trust by proper instructions, and may further rely upon information
furnished to it by any authorized officer of the Trust relative (a) to
liabilities of the Trust not appearing on its books of account, (b) to the
existence, status and proper treatment of any reserve or reserves, (c) to any
procedures or policies established by the Board regarding the valuation of
portfolio securities or other assets, 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. The Custodian shall also compute and
determine at such time or times as the Trust may designate the portion of each
item which has significance for a holder of an interest in the Trust in
computing and determining its federal income tax liability including, but not
limited to, each item of income, expense and realized and unrealized gain or
loss of the Trust which is attributable for Federal income tax purposes to each
such holder.
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 Trust 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 Trust. 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 Trust, shall at all times
during the regular business hours of the Bank be open for inspection by
authorized officers, employees or agents of the Trust, and in the event of
termination of this Agreement shall be delivered to the Trust or to such other
person or persons as shall be designated by the Trust. Disposition of any
account or record after any required period of preservation shall be only in
accordance with specific instructions received from the Trust. The Bank shall
assist generally in the preparation of reports to holders of interest in the
Trust, to the Securities and Exchange Commission, including Form N-SAR, and to
others, audits of accounts, and other ministerial matters of like nature; and,
upon request, shall furnish the Trust's auditors with an attested inventory of
securities held with 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
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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
Trust, and the Bank shall keep confidential any information obtained by reason
of this Agreement.
6. Opinion of Trust's Independent Public Accountants
The Custodian shall take all reasonable action, as the Trust may from
time to time request, to enable the Trust to obtain from year to year favorable
opinions from the Trust's independent public accountants with respect to its
activities hereunder in connection with the preparation of the Trust'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 Trust and
the Bank. The Bank shall be entitled to receive from the Trust 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 Trust) 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.
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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, expense, liability or claim resulting
from, or caused by, the direction of or authorization by the Trust to maintain
custody of any securities or cash of the Trust in a foreign country 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 Trust 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 Trust being liable for the payment of money or incurring
liability of some other form, the Trust, 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 Trust
(i) No trustee, officer, employee, or agent of the Trust shall have
physical access to the assets of the Trust held by the Custodian or be
authorized or permitted to withdraw any investments of the Trust, nor shall the
Custodian deliver any assets of the Trust to any such person. No officer or
director, employee or agent of the Custodian who holds any similar position with
the Trust or the investment adviser or the administrator of the Trust shall have
access to the assets of the Trust.
(ii) Access to assets of the Trust 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 Trust's independent
public accountants in connection with their auditing duties performed on behalf
of the Trust.
(iii) Nothing in this Section 9 shall prohibit any officer, employee or
agent of the Trust or of the investment adviser of the Trust 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 Trust 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 by either party after August
31, 2000 by an instrument in writing delivered or mailed, postage prepaid to the
other party, such
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termination to take effect not sooner than sixty (60) days after the date of
such delivery or mailing; provided, that the Trust 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 non-interested
Trustees of the Trust, 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 Trust 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
Trusts determines that the performance of the Custodian has been unsatisfactory
or adverse to the interests of Trust holders of any Trust or Trusts or that the
terms of the Agreement are no longer consistent with publicly available industry
standards, then the Trust or Trusts 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
Trust. If the conditions of the preceding sentence are not met then the Trust or
Trusts may terminate this Agreement on sixty (60) days written notice.
The Board of the Trust 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 Trust 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 Trust to the
Trust, 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 Trust 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.
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<PAGE>
Except as expressly provided herein, the Agreement shall remain
unchanged and in full force and effect.
11. Interpretive and Additional Provisions
In connection with the operation of this Agreement, the Custodian and
the Trust 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 Trust. 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
Trust addressed to 24 Federal Street, Boston, MA 02110 or to such other address
as the Trust may have designated to the Bank, in writing with a copy to Wright
Investors' Service, Inc., 1000 Lafayette Boulevard, Bridgeport, Connecticut
06604, or to Investors Bank & Trust Company, 24 Federal Street, Boston,
Massachusetts 02110 with a copy to Wright Investors' Service, Inc., 1000
Lafayette Boulevard, Bridgeport, Connecticut 06604, 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.
The Custodian expressly acknowledges the provision in the Declaration
of Trust of the Trust (Section 5.2) limiting the personal liability of the
Trustees and officers of the Trust, and the Custodian hereby agrees that it
shall have recourse to the Trust for payment of claims or obligations as between
the Trust and the Custodian arising out of this Agreement, and the Custodian
shall not seek satisfaction from any Trustee or officer of the Trust.
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<PAGE>
In witness whereof, the parties have executed this Agreement as of the
date first set forth above.
THE WRIGHT BLUE CHIP INVESTORS BANK &
MASTER PORTFOLIO TRUST TRUST COMPANY
By: /s/Peter M. Donovan By:/s/Michael F. Rogers
- ------------------------ ------------------------
Name: Peter M. Donovan Name:Michael F. Rogers
Title:President Title:Executive Vice President
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<PAGE>
ANNEX I
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
(each of the above, a "Portfolio")
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THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
ADMINISTRATION AGREEMENT
AGREEMENT made this 30th day of April, 1997 between The Wright Blue Chip
Master Portfolio Trust, a New York trust (the "Trust"), on behalf of each of its
series listed on Schedule A (the "Series"), and Eaton Vance Management, a
Massachusetts business trust (the "Administrator").
IN CONSIDERATION of the mutual promises and undertakings herein
contained, the parties hereto agree with respect to each Series:
1. Duties of the Administrator. The Trust hereby employs the
Administrator to act as administrator of the Series and to administer their
affairs, subject to the supervision of the Trustees of the Trust, for the period
and on the terms set forth in this Agreement.
The Administrator hereby accepts such employment, and undertakes to
afford to the Trust the advice and assistance of the Administrator's
organization in the administration of the Series and to furnish for the use of
the Series office space and all necessary office facilities, equipment and
personnel for administering the affairs of the Series 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
services relating to administrative activities. 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.
Notwithstanding the foregoing, the Administrator shall not be deemed to
have assumed any duties with respect to, and shall not be responsible for, the
management of the Series' assets or the rendering of investment advice and
supervision with respect thereto, nor shall the Administrator be deemed to have
assumed or have any responsibility with respect to functions specifically
assumed by any transfer agent or custodian of the Trust or the Series. As
of the date hereof, Eaton Vance Management acts as Administrator to each mutual
fund which is a holder of interest in a Series of the Trust under an
administration agreement between the Massachusetts business trust of which such
mutual fund is a series, and Eaton Vance Management.
2. Allocation of Charges and Expenses. The Administrator shall pay the
entire salaries and fees of all of the Trust's Trustees and officers who devote
part or all of their time to the affairs of the Administrator, and the salaries
and fees of such persons shall not be deemed to be expenses incurred by the
Trust for purposes of this Section 2. Except as provided in the foregoing
sentence, the Administrator shall not pay any expenses relating to the Trust or
the Series including, without implied limitation, (i) expenses of maintaining
the Series 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 acquisition, disposition and valuation of securities and
other investments, (iv) auditing, accounting and legal expenses, (v) taxes and
interest, (vi) governmental fees, (vii) expenses of issue, decrease and
redemption of interests, (viii) expenses of registering the Trust and the Series
under federal securities laws, (ix) expenses of reports and notices to holders
of interest and of meetings of holders 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 Series
(including without limitation safekeeping of funds, securities and other
investments, keeping of books and accounts and determination of net asset
values), (xiv) fees, expenses and disbursements of transfer agents for all
services to the Series, (xv) compensation and expenses of Trustees of the Trust
who are not members of the Administrator's organization, and (xvi) such
non-recurring items as may arise, including expenses
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<PAGE>
incurred in connection with litigation, proceedings and claims and the
obligation of the Trust to indemnify its Trustees and officers with respect
thereto.
3. Compensation of Administrator. The Board of Trustees of the Trust
has currently determined that, based on the current level of compensation
payable to Eaton Vance Management by each mutual fund which is a holder of
interest in a Series of the Trust, under their present respective administration
agreements with Eaton Vance Management, the Administrator shall receive no
compensation from the Trust or the Series in respect of the services to be
rendered and the facilities to be provided by the Administrator under this
Agreement. If the Trustees determine that the Trust or the Series, should
compensate the Administrator for such services and facilities, such compensation
shall be set forth in a new agreement or in an amendment to this Agreement to be
entered into by the parties hereto.
4. Other Interests. It is understood that Trustees and officers of the
Trust are or may be or become interested in the Administrator as officers,
employees or otherwise and that officers and employees 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 as interestholder or
otherwise. It is also understood that officers and employees of the
Administrator may be or become interested (as directors, trustees, officers,
employees 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 or
management or administration agreements or other contracts or relationships with
such other companies or entities.
5. Limitation of Liability of the Administrator. The services of the
Administrator to the Trust and the Series are not to be deemed to be exclusive,
the Administrator 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 Administrator, the Administrator shall not be subject to liability to the
Trust or the Series or to any holder of interest in any Series 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 acquisition, holding or disposition
of any security or other investment.
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 through and including
February 28, 1999 and shall continue in full force and effect indefinitely
thereafter, but only so long as such continuance after February 28, 1999 is
specifically approved at least annually (i) by the Board of Trustees of the
Trust and (ii) by the vote of a majority of those Trustees of the Trust who are
not interested persons of the investment adviser, the Administrator or 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 Series without the
payment of any penalty, by action of Trustees of the Trust or the trustee 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 by vote of a
majority of the outstanding voting securities of the Series. This Agreement
shall terminate automatically in the event of its assignment.
7. Amendments of the Agreement. This Agreement may be amended by a
writing signed by both parties hereto, provided that no amendment to this
Agreement shall be effective until approved (i) by the vote of a majority of
those Trustees of the Trust who are not interested persons of the investment
adviser, the Administrator or the Trust, and (ii) by vote of the Board of
Trustees of the Trust. Additional series of the Trust, however, will become a
Series hereunder upon approval by the Trustees of the Trust and amendment of
Schedule A.
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<PAGE>
8. Limitation of Liability. A Series shall not be responsible for the
obligations of any other series of the Trust. The Administrator hereby agrees
that it shall have recourse to the Trust or the respective Series for payment of
claims or obligations between the Trust or the respective Series and the
Administrator arising out of this Agreement and shall not seek satisfaction from
the holders or any holder of any Series or from the officers or Trustees of the
Trust.
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 by any rule, regulation or order.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first above written.
THE WRIGHT BLUE CHIP EATON VANCE MANAGEMENT
MASTER PORTFOLIO TRUST
By: H.Day Brigham, Jr. By: Benjamin A. Rowland, Jr.
- ------------------------ -----------------------------
Name:H. Day Brigham, Jr. Name:Benjamin A. Rowland, Jr.
Title: Vice President Title: Vice President
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<PAGE>
SCHEDULE A
April 30, 1997
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
(each of the above, a "Series")
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