As filed with the Securities and Exchange Commission on April 29, 1998
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]
AMENDMENT NO. 1 [X]
THE WRIGHT BLUE CHIP MASTER 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 Equities Portfolio, Junior Blue Chip Equities Portfolio
and Selected Blue Chip Equities 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.23 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, 1998 (Accession No.0000715165-98-000016).
The Equity Amendment contains the joint prospectus and statement of additional
information ("SAI") of Wright International Blue Chip Equities Fund, Wright
Junior Blue Chip Equities Fund and Wright Selected Blue Chip Equities 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. 23 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, 1998(Accession No.0000715165-98-000015). 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 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, 1998, 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. The
portfolio turnover rate of each Portfolio for the period from the start of
business May 2, 1997 to December 31, 1997 was: Selected Blue Chip Equities
Portfolio - 28%, Junior Blue Chip Equities Portfolio - 36%, International Blue
Chip Equities Portfolio - 37%, U.S. Treasury Near Term Portfolio - 0%, U.S.
Treasury Portfolio - 0% and Current Income Portfolio - 7%.
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, 1998, 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 it 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 the items of income, loss, gain, deduction 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 or other distribution 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.
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 in some
cases. 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 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.
The following audited financial statements are incorporated by
reference into this Part B and have been incorporated in reliance upon the
report of Deloitte & Touche LLP, independent certified public accountants, as
experts in accounting and auditing:
For each of:
International Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
Selected Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Treasury Near Term Portfolio
Current Income Portfolio
Portfolio of Investments as of December 31, 1997
Statements of Assets and Liabilities as of December 31, 1997
Statements of Operations for the period from the start of business
May 2,1997 to December 31,1997
Statements of Changes in Net Assets for the period from the start of
business May 2, 1997 to December 31,1997
Supplementary Data for the period from the start of business May 2,1997
to December 31,1997
Notes to Financial Statements
Independent Auditors' Report
For purposes of the EDGAR filing of this amendment to the Portfolio's
registration statement, the Portfolio incorporates by reference the above
audited financial statements as previously filed electronically with the
Commission (Accession No.0000715165-98-000010)
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PART C
Item 24. Financial Statements and Exhibits
(a) Financial Statements
The financial statements called for by this Item are included
in Part B and listed in Item 23 hereof.
(b) Exhibits
1. Declaration of Trust dated March 18, 1997 filed
as Exhibit (b) 1 to the Registration Statement on
April 30, 1997 and incorporated herein by reference.
2. By-Laws of the Registrant adopted March 18, 1997
filed as Exhibit (b) 2 to the Registration Statement
on April 30, 1997 and incorporated herein by
reference.
5. Investment Advisory Agreement between the Registrant
and Wright Investors' Service, Inc. dated April 30,
1997 filed as Exhibit (b)5 to the Registration
Statement on April 30, 1997 and incorporated herein
by reference.
6. Placement Agent Agreement with Wright Investors'
Service Distributors, Inc. dated April 30, 1997
filed as Exhibit (b)6 to the Registration Statement
on April 30, 1997 and incorporated herein by
reference.
8. Master Custodian Agreement with Investors Bank &
Trust Company dated April 30, 1997 filed as Exhibit
(b)8 to the Registration Statement on April 30, 1997
and incorporated herein by reference.
9. Amended and Restated Administration Agreement between
the Registrant and Eaton Vance Management dated
February 1, 1998 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
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Interests As of April 1, 1998
International Blue Chip Equities Portfolio 2
Junior Blue Chip Equities Portfolio 2
Selected Blue Chip Equities Portfolio 2
Current Income Portfolio 2
U.S. Treasury Near Term Portfolio 2
U.S. Treasury Portfolio 2
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<PAGE>
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, 200 Clarendon Street, Boston, MA 02116, 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.
C-2
<PAGE>
Signatures
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment to its 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 27th day of
April,1998.
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
By: /s/ H. Day Brigham, Jr.
------------------------------
H. Day Brigham,Jr. Vice President
C-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
9. Amended and Restated Administration Agreement between the
Registrant and Eaton Vance Management dated February 1,1998.
C-4
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
AGREEMENT made this 1st day of February, 1998 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)
<PAGE>
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 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. For the services, payments and facilities
to be furnished hereunder by the Administrator, the Trust shall pay to the
Administrator on the last day of each month a fee equal (annually) to a
percentage of the average daily net assets of each Series of the Trust
throughout the month, computed in accordance with the Declaration of Trust of
the Trust and any applicable votes of the Trustees of the Trust, as shown in
Schedule B to this Agreement.
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.
-2-
<PAGE>
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.
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the day and year first written above.
THE WRIGHT BLUE CHIP MASTER EATON VANCE MANAGEMENT
PORTFOLIO TRUST
By: /s/ Peter M. Donovan By: /s/ Benjamin A. Rowland, Jr.
----------------------- ------------------------------
Title: President Title: Vice President
and not individually
-3-
<PAGE>
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
SCHEDULE A
February 1, 1998
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
-4-
<PAGE>
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
SCHEDULE B
February 1, 1998
FEE STRUCTURE
-------------
Under Over
$100 Million $100 Million
------------ ------------
Selected Blue Chip Equities Portfolio 0.20% 0.05%
Junior Blue Chip Equities Portfolio 0.20% 0.05%
International Blue Chip Equities Portfolio 0.20% 0.05%
U.S. Treasury Portfolio 0.10% 0.04%
U.S. Treasury Near Term Portfolio 0.10% 0.04%
Current Income Portfolio 0.10% 0.04%
-5-
[ARTICLE] 6
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 1
[NAME] SELECTED BLUE CHIP EQUITIES PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 182,448,012
[INVESTMENTS-AT-VALUE] 258,398,117
[RECEIVABLES] 1,072,401
[ASSETS-OTHER] 26,580
[OTHER-ITEMS-ASSETS] 3,139
[TOTAL-ASSETS] 295,500,237
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 8,106
[TOTAL-LIABILITIES] 8,106
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 183,542,026
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 75,950,105
[NET-ASSETS] 259,492,131
[DIVIDEND-INCOME] 2,639,245
[INTEREST-INCOME] 179,063
[OTHER-INCOME] 0
[EXPENSES-NET] 1,069,986
[NET-INVESTMENT-INCOME] 1,748,322
[REALIZED-GAINS-CURRENT] 19,731,212
[APPREC-INCREASE-CURRENT] 30,193,816
[NET-CHANGE-FROM-OPS] 51,673,350
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 259,492,121
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,019,152
[INTEREST-EXPENSE] 12
[GROSS-EXPENSE] 1,069,986
[AVERAGE-NET-ASSETS] 241,801,059
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.66
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 2
[NAME] JUNIOR BLUE CHIP EQUITIES PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 30,458,268
[INVESTMENTS-AT-VALUE] 33,945,587
[RECEIVABLES] 39,911
[ASSETS-OTHER] 26,581
[OTHER-ITEMS-ASSETS] 2,781
[TOTAL-ASSETS] 34,014,860
[PAYABLE-FOR-SECURITIES] 493,763
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 31,746
[TOTAL-LIABILITIES] 525,509
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 30,002,032
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 3,487,319
[NET-ASSETS] 33,489,351
[DIVIDEND-INCOME] 166,665
[INTEREST-INCOME] 29,900
[OTHER-INCOME] 0
[EXPENSES-NET] 61,112
[NET-INVESTMENT-INCOME] 135,453
[REALIZED-GAINS-CURRENT] 1,729,605
[APPREC-INCREASE-CURRENT] 1,275,330
[NET-CHANGE-FROM-OPS] 3,140,388
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 33,489,341
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 74,633
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 109,531
[AVERAGE-NET-ASSETS] 20,383,843
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.48
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 3
[NAME] INTERNATIONAL BLUE CHIP EQUITIES PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 210,988,177
[INVESTMENTS-AT-VALUE] 264,023,866
[RECEIVABLES] 10,783,356
[ASSETS-OTHER] 26,580
[OTHER-ITEMS-ASSETS] 4,460
[TOTAL-ASSETS] 274,838,262
[PAYABLE-FOR-SECURITIES] 14,668,424
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 3,123,218
[TOTAL-LIABILITIES] 17,791,642
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 204,018,428
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 53,028,192
[NET-ASSETS] 257,046,620
[DIVIDEND-INCOME] 3,695,020
[INTEREST-INCOME] 206,116
[OTHER-INCOME] (441,511)
[EXPENSES-NET] 1,685,691
[NET-INVESTMENT-INCOME] 1,773,934
[REALIZED-GAINS-CURRENT] 14,916,066
[APPREC-INCREASE-CURRENT] (6,279,704)
[NET-CHANGE-FROM-OPS] 10,410,296
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 257,046,610
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 1,441,589
[INTEREST-EXPENSE] 8,075
[GROSS-EXPENSE] 1,685,691
[AVERAGE-NET-ASSETS] 279,166,667
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.90
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 4
[NAME] US TREASURY PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 69,479,253
[INVESTMENTS-AT-VALUE] 72,163,771
[RECEIVABLES] 1,030,290
[ASSETS-OTHER] 25,680
[OTHER-ITEMS-ASSETS] 1,318,946
[TOTAL-ASSETS] 74,538,687
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 188
[TOTAL-LIABILITIES] 188
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 71,853,981
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 2,684,518
[NET-ASSETS] 74,538,499
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 2,741,783
[OTHER-INCOME] 0
[EXPENSES-NET] 183,350
[NET-INVESTMENT-INCOME] 2,558,433
[REALIZED-GAINS-CURRENT] 0
[APPREC-INCREASE-CURRENT] 3,393,339
[NET-CHANGE-FROM-OPS] 5,951,772
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 74,538,489
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 179,562
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 249,464
[AVERAGE-NET-ASSETS] 67,106,976
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.56
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 5
[NAME] US TREASURY NEAR TERM PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 100,082,303
[INVESTMENTS-AT-VALUE] 101,061,199
[RECEIVABLES] 1,775,331
[ASSETS-OTHER] 25,682
[OTHER-ITEMS-ASSETS] 1,948
[TOTAL-ASSETS] 102,864,160
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 2,721
[TOTAL-LIABILITIES] 2,721
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 101,882,543
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 978,896
[NET-ASSETS] 102,861,439
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 4,943,208
[OTHER-INCOME] 0
[EXPENSES-NET] 332,328
[NET-INVESTMENT-INCOME] 4,610,880
[REALIZED-GAINS-CURRENT] (75,865)
[APPREC-INCREASE-CURRENT] 771,013
[NET-CHANGE-FROM-OPS] 5,306,028
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 102,861,429
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 301,140
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 337,619
[AVERAGE-NET-ASSETS] 110,474,833
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.46
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
[ARTICLE] 6
[RESTATED]
[CIK] 0001038175
[NAME] WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
[SERIES]
[NUMBER] 6
[NAME] CURRENT INCOME PORTFOLIO
<TABLE>
<S> <C>
[PERIOD-TYPE] 12-MOS
[FISCAL-YEAR-END] DEC-31-1997
[PERIOD-END] DEC-31-1997
[INVESTMENTS-AT-COST] 95,424,670
[INVESTMENTS-AT-VALUE] 97,160,491
[RECEIVABLES] 578,673
[ASSETS-OTHER] 29,876
[OTHER-ITEMS-ASSETS] 3,346
[TOTAL-ASSETS] 97,772,386
[PAYABLE-FOR-SECURITIES] 0
[SENIOR-LONG-TERM-DEBT] 0
[OTHER-ITEMS-LIABILITIES] 7,000
[TOTAL-LIABILITIES] 7,000
[SENIOR-EQUITY] 0
[PAID-IN-CAPITAL-COMMON] 96,029,565
[SHARES-COMMON-STOCK] 0
[SHARES-COMMON-PRIOR] 0
[ACCUMULATED-NII-CURRENT] 0
[OVERDISTRIBUTION-NII] 0
[ACCUMULATED-NET-GAINS] 0
[OVERDISTRIBUTION-GAINS] 0
[ACCUM-APPREC-OR-DEPREC] 1,735,821
[NET-ASSETS] 97,765,386
[DIVIDEND-INCOME] 0
[INTEREST-INCOME] 4,388,821
[OTHER-INCOME] 0
[EXPENSES-NET] 292,671
[NET-INVESTMENT-INCOME] 4,096,150
[REALIZED-GAINS-CURRENT] (56,605)
[APPREC-INCREASE-CURRENT] 2,551,399
[NET-CHANGE-FROM-OPS] 6,590,944
[EQUALIZATION] 0
[DISTRIBUTIONS-OF-INCOME] 0
[DISTRIBUTIONS-OF-GAINS] 0
[DISTRIBUTIONS-OTHER] 0
[NUMBER-OF-SHARES-SOLD] 0
[NUMBER-OF-SHARES-REDEEMED] 0
[SHARES-REINVESTED] 0
[NET-CHANGE-IN-ASSETS] 97,765,376
[ACCUMULATED-NII-PRIOR] 0
[ACCUMULATED-GAINS-PRIOR] 0
[OVERDISTRIB-NII-PRIOR] 0
[OVERDIST-NET-GAINS-PRIOR] 0
[GROSS-ADVISORY-FEES] 245,848
[INTEREST-EXPENSE] 0
[GROSS-EXPENSE] 292,671
[AVERAGE-NET-ASSETS] 92,029,638
[PER-SHARE-NAV-BEGIN] 0
[PER-SHARE-NII] 0
[PER-SHARE-GAIN-APPREC] 0
[PER-SHARE-DIVIDEND] 0
[PER-SHARE-DISTRIBUTIONS] 0
[RETURNS-OF-CAPITAL] 0
[PER-SHARE-NAV-END] 0
[EXPENSE-RATIO] 0.48
[AVG-DEBT-OUTSTANDING] 0
[AVG-DEBT-PER-SHARE] 0
</TABLE>
