As filed with the Securities and Exchange Commission on April 28, 2000
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. 3 [X]
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
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(Exact name of Registrant as Specified in Charter)
255 State Street, Boston, Massachusetts 02109
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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
255 State Street, Boston, Massachusetts 02109
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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, 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.27 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
28, 2000(Accession No.0000715165-00-000020). The Equity Amendment contains the
joint prospectus and statement of additional information ("Feeder Funds SAI") of
Wright International 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. Government Near Term
Portfolio and Current Income Portfolio, each a series of the Portfolio Trust, is
incorporated by reference from Amendment No. 27 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 28, 2000(Accession No.0000715165-00-000021). The Income Amendment
contains the joint prospectus (the"Feeder Funds Prospectus") and statement of
additional information ("Feeder Funds 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 feeder funds prospectuses (together, the "Feeder Funds
Prospectus") and the joint feeder funds 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, 5 and 9 have been omitted pursuant to
Paragraph 2(b) of Instruction B of the General Instructions to Form N-1A.
Item 4.Investment Objectives, Principal Investment Strategies and Related Risks
Registrant incorporates by reference information concerning the Equity
Portfolios' and the Income Portfolios' investment objectives and investment
practices from "Overview of Principal Strategies" and "Information About the
Funds" in the Feeder Funds Prospectus.
Item 6. Management, Organization and Capital Structure
Investment Adviser. Registrant incorporates by reference
information concerning the Portfolios' investment adviser and
administrator from "Managing the Funds" in the Feeder Funds
Prospectus.
Portfolio Manager. Registrant incorporates by reference information
concerning the Portfolios' portfolio management investment committee from
"Managing the Funds" in the Feeder Funds Prospectus.
Item 7. Shareholder Information
Pricing of Portfolio Interests. 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.
Purchase of Portfolio Interests. 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
"Information About Your Account - How the Funds Value Their Shares" in the
Feeder Funds Prospectus.
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 in Wright Investors' Service
Distributors, Inc. ("WISDI"), a wholly owned subsidiary of The Winthrop
Corporation. The principal business address of WISDI is 440 Wheelers Farms Road,
Milford, CT 06460. WISDI receives no compensation for serving as the placement
agent for the Portfolios.
Redemption or Decrease of Portfolio 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 tto 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 as determined
by the SEC, or during any other period permitted by order of the SEC for the
protection of investors.
Dividends, Distributions and Tax Consequences. Registrant incorporates
by reference information concerning the tax consequences of certain of each
Portfolio's investment practices from "Dividends 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 federal income tax. (See Part B, Item 19.)
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
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 Internal Revenue Code of 1986, as amended
(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 8. Distribution Arrangements
Multiple Class and Master-Feeder Funds. Registrant incorporates by
reference information concerning its structure from "Managing the Funds
- -Master/Feeder Fund Structure" in the Feeder Funds Prospectus.
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PART B
Item 10. Cover Page and Table of Contents
(a) Cover Page Not applicable.
(b) Table of Contents
Page
Registrant History....................................... B-1
Description of the Portfolios and Their Investment Risks. B-1
Management of the Portfolio Trust........................ 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
Taxation................................................. B-4
Underwriters............................................. B-6
Calculation of Performance Data.......................... B-6
Financial Statements..................................... B-6
Item 11. Registrant History
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 under a Declaration
of Trust dated 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 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.
Item 12. Descriptions of the Portfolios and their Investment Risks
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 'The Funds and their Investment
Policies", "Additional Investment Policies and Other Information" and
"Investment Restrictions" in the Feeder Funds SAI.
Item 13. 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 14. Control Persons and Principal Holder of Securities
As of April 18, 2000, each Feeder Fund owned the following percentages of
the value of the outstanding interests in the corresponding Portfolio: Selected
Blue Chip Equities Portfolio - 98.7%; International Blue Chip Equities Portfolio
- - 99.7%; Current Income Portfolio - 99.9%; U.S. Government Near Term Portfolio -
99.9% and U.S. Treasury Portfolio - 93.6%. 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 255 State Street, Boston, MA 02109.
Item 15. 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 Transfer Agent" and "Independent
Certified Public Accountants" in the Feeder Funds SAI.
Item 16. 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 17. 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 18. Purchase, Redemption and Pricing of Securities
See "Shareholder Information" 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 19. Taxation
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, (i)
the Portfolios do not expect that they will be required to pay any federal
income tax, and (ii),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 other 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. Moreover, proposed litigation, if enacted,
would substantially change some of the tax consequences described above relating
to withdrawals or other distributions from partnerships, including each
portfolio. It cannot be predicted whether these or other legislative proposals
may be enacted. 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 20. 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 21. Calculation of Performance Data
Not applicable.
Item 22. 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
Selected Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Government Near Term Portfolio
Current Income Portfolio
Portfolio of Investments as of December 31, 1999
Statements of Assets and Liabilities as of December 31, 1999
Statements of Operations for the period from the start of business
May 2,1997 to December 31,1999
Statements of Changes in Net Assets for the period from the start of
business May 2, 1997 to December 31,1999
Supplementary Data for the period from the start of business May 2,1997
to December 31,1999
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
SEC in an N-30D filing made February 28, 2000 pursuant to Section 30(b)(2)
of the Investment Company Act of 1940 (Accession No.0000715165-00-0000012)
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PART C
Item 23. Exhibits
a.(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) Amended and Restated Establishment and Designation
of Series dated June 24, 1998 filed herewith.
(3) Amendment to Declaration of Trust dated March 18,
1999 filed herewith.
(4) Amended and Restated Establishment and Designation
of Series dated December 17, 1999 filed herewith.
b. 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.
d. 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.
e. 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.
g. 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.
h. Amended and Restated Administration Agreement between
the Registrant and Eaton Vance Management dated
February 1, 1998 filed as Exhibit No. 9 to Post-
Effective Amendment No. 1 to the Registration
Statement on April 29, 1998 and incorporated herein
by reference.
q. Code of Ethics filed as Exhibit (q) to Post Effective
Amendment No. 27 of The Wright Managed Equity Trust
(File Nos. 2-78047, 811-3489 (Accession
No.0000715165-00-000020)and incorporated herein by
reference.
Item 24. Persons Controlled by or under Common Control with Registrant
Not applicable.
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Item 25. 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 26. 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 27. Principal Underwriters
Not applicable.
Item 28. 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
255 State Street, Boston, MA 02109, or the Registrant's investment adviser at
440 Wheelers Farms Road, Milford, CT 06460. 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 29. Management Services
Not applicable.
Item 30. 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 Bridgeport and the State of Connecticut on the 26th day of
April,2000.
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
By: /s/A.M. Moody III
------------------------------
A.M. Moody III, Vice President
C-3
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
----------- ------------------------
(a)(2) Amended and Restated Establishment and Designation
of Series dated June 24, 1998.
(3) Amendment to Declaration of Trust dated March 18,
1999.
(4) Amended and Restated Establishment and Designation
of Series dated December 17, 1999.
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
Amended and Restated
Establishment and Designation of Series
WHEREAS, pursuant to Declaration of Trust of The Wright Blue Chip
Master Portfolio Trust dated March 18, 1997 (the "Declaration of Trust"), the
Trustees of The Wright Blue Chip Master Portfolio Trust (the "Trust") designated
six separate Series; and
WHEREAS, the Trustees now desire to change the name of one of the
existing Series, i.e. U.S. Treasury Near Term Portfolio to U.S. Government Near
Term Portfolio, pursuant to Section 10.3. of Article X of the Declaration of
Trust of the Trust.
NOW, THEREFORE, the undersigned, being a duly authorized officer
presently in office of the Trust acting pursuant to authority granted by a
resolution of the Trustees of the Trust adopted on March 25, 1998, pursuant to
Section 6.2. of Article VI of the Declaration of Trust, hereby executes this
Amended and Restated Establishment and Designation of Series redesignating the
Series of the Trust into the following separate Series of the Trust, each Series
to have the special and relative rights as set forth in the Declaration of
Trust:
1.The Portfolios shall be designated as follows effective July 1, 1998:
Selected Blue Chip Equities Portfolio
Junior Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Government Near Term Portfolio
Current Income Portfolio
/s/A.M. Moody III
-------------------
A.M. Moody III
Vice President
June 24, 1998
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
AMENDMENT TO DECLARATION OF TRUST
March 18, 1999
AMENDMENT, made March 18, 1999 to the Declaration of Trust made March
18, 1997 (hereinafter called the "Declaration") of The Wright Blue Chip Master
Portfolio Trust, a New York trust (hereinafter called the "Trust") by the
undersigned, being at least a majority of the Trustees of the Trust in office on
March 18, 1999.
WHEREAS, Section 10.4 of Article X of the Declaration empowers a
majority of the Trustees of the Trust to amend the Declaration without the vote
or consent of Holders to change, modify or rescind any provision of the
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;
NOW, THEREFORE, the undersigned Trustees do hereby amend the
Declaration in the following manner:
Section 10.2 of Article X of the Declaration is hereby amended in its
entirety to read as follows:
ARTICLE X
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 Interests, (ii) by the Trustees by written
notice of dissolution to the Holders of the Interests in the Series, and (iii)
120 days after a Holder of an Interest either (a) makes an assignment for the
benefit of creditors, (b) files a voluntary petition in bankruptcy, (c) is
adjudged a bankrupt or insolvent, or has entered against it an order for relief
in any bankruptcy or insolvency proceeding, (d) files a petition or answer
seeking for itself any reorganization, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under any bankruptcy statute or
regulation, (e) files an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against it in any
proceeding referred to in clauses (c) or (d), or (f) seeks, consents to or
acquiesces in the appointment of a trustee, receiver or liquidator of such
Holder or of all or any substantial part of its properties, whichever shall
first occur; provided, however, that if within such 120 days Holders (excluding
the Holder with respect to which such event of dissolution has occurred) owning
a majority of the Interests vote to continue the Series, such Series shall not
dissolve and shall continue as if such event of dissolution had not occurred.
The Trust may be dissolved by action of the Trustees upon the dissolution of the
last remaining Series.
IN WITNESS WHEREOF, the undersigned Trustees have executed this
instrument to be effective on the date set forth above.
/s/H. Day Brigham, Jr. /s/Leland Miles
- --------------------- --------------
H. Day Brigham, Jr. Leland Miles
/s/Peter M. Donovan /s/ A. M. Moody III
- -------------------- ------------------
Peter M. Donovan A.M. Moody, III
/s/Judith R.Corchard /s/Lloyd F. Pierce
- -------------------- -------------------
Judith R. Corchard Lloyd F. Pierce
/s/Dorcas R. Hardy /s/Richard E. Taber
- -------------------- --------------------
Dorcas R. Hardy Richard E. Taber
THE WRIGHT BLUE CHIP MASTER PORTFOLIO TRUST
Amended and Restated
Establishment and Designation of Series
WHEREAS, pursuant to an Amended and Restated Establishment and
Designation of Series dated June 24, 1998, the Trustees of The Wright Blue Chip
Master Portfolio Trust (the "Trust"), designated six separate Series; and
WHEREAS, the Trustees now desire to terminate one of the existing
Series, i.e. Junior Blue Chip Equities Portfolio, pursuant to Section 10.3. of
Article X of the Declaration of Trust of the Trust.
NOW, THEREFORE, the undersigned, being a duly authorized officer
presently in office of the Trust acting pursuant to authority granted by a
resolution of the Trustees of the Trust adopted on November 11, 1999, pursuant
to Section 6.2. of Article VI of the Declaration of Trust, hereby executes this
Amended and Restated Establishment and Designation of Series redesignating the
Series of the Trust into the following separate Series of the Trust, each Series
to have the special and relative rights as set forth in the Declaration of
Trust:
1. The Portfolios shall be designated as follows effective December 17, 1999:
Selected Blue Chip Equities Portfolio
International Blue Chip Equities Portfolio
U.S. Treasury Portfolio
U.S. Government Near Term Portfolio
Current Income Portfolio
/s/A.M. Moody III
-------------------
A.M. Moody III
Vice President
December 17, 1999
